Exhibit 10.9



                                 AMENDMENT TO
                          FIRST MIDWEST BANCORP, INC.
                          NON QUALIFIED PENSION PLAN,
                 NONQUALIFIED SAVINGS AND PROFIT SHARING PLAN
                AND NON QUALIFIED EMPLOYEE STOCK OWNERSHIP PLAN


                             W I T N E S S E T H:
                             --------------------

     WHEREAS, it is recommended that the First Midwest Bancorp, Inc.
Nonqualified Pension Plan (the "Nonqualified Pension Plan"), Nonqualified
Savings and Profit Sharing Plan (the "Nonqualified Savings Plan") and
Nonqualified Employee Stock Ownership Plan (the "Nonqualified ESOP") (together
the "Nonqualified Plan"), be amended to provide a procedure with respect tot he
entry of certain participants into the Nonqualified Plan; and

     WHEREAS, such amendment has been approved by the Board of Directors of
First Midwest Bancorp, Inc. (the "Company");

     NOW, THEREFORE, the Nonqualified Plan is hereby amended, effective as of
January 1, 1995, to the extent set forth below:

     1.  Paragraph (c) of Section A.1 and paragraph (c) of Section A.2 of the
Nonqualified Pension Plan are each amended to read:

             (c) the amount of which does not reflect the crediting of the
     period of employment prior to the date the employee first became eligible
     to participate in the Pension Plan as benefit service for purposes of
     determining the amount of such benefits shall, if recommended by the
     Company's Retirement and Benefits Plan Committee and approved by the
     Committee in connection with the employee's commencement of employment with
     the Company or another Employer, be entitled to a benefit under Section A.4
     of this Nonqualified Pension Plan.

     2.  Paragraph (d) of Section B.1 of the Nonqualified Savings Plan is
amended to read:

             (d) "Participant" shall mean an employee of the Company or another
     Employer whose participation in or contributions on his behalf to the
     Savings Plan are limited by: (i) the Section 415 Limitation, (ii) the
     Compensation Limitation, (iii) the $7,000 Limitation, and/or (iv)
     application of the Eligibility Period under the Savings Plan, provided that
     this paragraph (d)(iv) shall only apply to the extent recommended by the
     Company's Retirement and Benefits Plan Committee and approved by the
     Committee in connection with the employee's commencement of employment with
     the Company or another Employer, and for whom benefits under this
     Nonqualified Savings Plan will be accrued.

     3.  Paragraph (b) of Section C.1 of the Nonqualified ESOP is amended to
read:
             (b) "Excess ESOP Contribution" shall mean the amount of Employer
     Contribution with respect to a Plan Year which, if contributed by the
     Company or an Employer under the ESOP would: (i) constitute an Annual
     Addition in excess of the Section 415 Limitation, (ii) be made with respect
     to Pay determined without regard to the Code Section 401(a)(17) limitation
     on Pay set forth in the ESOP or Excess Savings Contributions under the
     Nonqualified Savings Plan; and/or (iii) be made with respect to Pay
     attributable to an Eligibility Period which is not otherwise considered Pay
     under the ESOP, provided that this paragraph (b)(iii) shall only apply to
     the extent recommended by the Company's Retirement and Benefits Plan
     Committee and approved by the Committee in connection with the employee's
     commencement of employment with the Company or another Employer.

 

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
this 17th day of May, 1995, but to be effective as of January 1, 1995.

                              FIRST MIDWEST BANCORP, INC.


                              By:
                                 -------------------------------
                                 Robert P. O'Meara, President

ATTEST:



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Alan R. Milasius
Corporate Secretary



By Board Resolution dated May 17, 1995
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