POWER OF ATTORNEY

   Know all by these presents, that the undersigned hereby constitutes
and appoints each of Joseph R. Dively and Michael L. Taylor, signing
singly, the undersigned?s true and lawful attorney-in-fact to:

1) execute for and on behalf of the undersigned, in the undersigned?s
   capacity as a beneficial owner of more than 10 percent of any class
   of equity security registered pursuant to Section 12 of the
   Securities Exchange Act of 1934, as amended (the ?Act?), of and/or
   an officer and/or director of First Mid-Illinois Bancshares, Inc.
   (the ?Company?), Forms ID, 3, 4, and 5 in accordance with
   Section 16(a) of the Act and the rules thereunder;

2) do and perform any and all acts for and on behalf of the undersigned
   which may be necessary or desirable to complete and execute any such
   Form ID, 3, 4, or 5, complete and execute any amendment or
   amendments thereto, and timely file such form with the United States
   Securities and Exchange Commission and any stock exchange or
   similar authority; and

3) take any other action of any type whatsoever in connection with the
   foregoing which, in the opinion of such attorney-in-fact, may be of
   benefit to, in the best interest of, or legally required by, the
   undersigned, it being understood that the documents executed by such
   attorney-in-fact on behalf of the undersigned pursuant to this Power
   of Attorney shall be in such form and shall contain such terms and
   conditions as such attorney-in-fact may approve in such attorney-in-
   fact?s discretion.

   The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact?s substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and
powers herein granted.The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of the Act.

   This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms ID, 3, 4, and 5 with
respect to the undersigned?s holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 29th day of April, 2016.

                                        /s/ Rhonda R. Gatons
                                        Print Name: Rhonda R. Gatons