

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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First Midwest Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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One Pierce Place, Suite 1500

Itasca, Illinois 60143

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

It is important that your shares be represented and voted at the ~~annual meeting of stockholders.~~Annual Meeting. You can vote your shares via the Internet, by telephone or by ~~mail as instructed on the enclosed Proxy Card.~~mail. Voting in any of these ways will not prevent you from attending or voting your shares in person at the ~~annual meeting.~~Annual Meeting. For instructions on how to vote your shares, please see the Questions and Answers section of the Proxy Statement.

By Order of the Board of Directors,

Executive Vice President, Corporate Secretary

~~First Midwest Bancorp, Inc.~~

April 14, ~~2015~~2016

One Pierce Place, Suite 1500

Itasca, Illinois 60143

INTRODUCTION AND SUMMARY

Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials

Election of Directors

The first item of business at the Annual Meeting will be the election of ~~five~~three directors of the Company to the class of directors whose term expires in ~~2018.~~2019. The nominees are ~~Barbara A. Boigegrain, Peter~~Br. James Gaffney, Michael L. Scudder and J. ~~Henseler, Patrick J. McDonnell, Robert P. O’Meara and Mark G. Sander,~~Stephen Vanderwoude, each of whom is currently a director of the Company.

Director Nominees Age
Director
Since
Independent
Board of
Directors Vote
Recommendation
Barbara A. Boigegrain 57 2008 Yes FOR
General Secretary and Chief Executive Officer of the General Board of Pension and Health Benefits of The United Methodist Church
Peter J. Henseler 56 2011 Yes FOR
President of Wise Consulting Group Inc.
Patrick J. McDonnell 71 2002 Yes FOR
President and Chief Executive Officer of The McDonnell Company LLC
Robert P. O’Meara 77 1982 Yes FOR
Chairman of the Board of First Midwest Bancorp, Inc.
Mark G. Sander 56 2014 No FOR
Senior Executive Vice President and Chief Operating Officer of First Midwest Bancorp, Inc.



Director Nominees	Age	Director Since	Independent	Board of Directors Vote Recommendation
Br. James Gaffney	73	1998	Yes	FOR
President of Lewis University
Michael L. Scudder	55	2008	No	FOR
President and Chief Executive Officer of First Midwest Bancorp, Inc.
J. Stephen Vanderwoude	72	1991	Yes	FOR
Private Investor

Executive Compensation

Independent Registered Public Accounting Firm

Certain terms that we use in this Proxy Statement have particular meanings. For ease of reference, we have set forth below the meanings of these terms.

QUESTIONS AND ANSWERS

Who can vote at the Annual Meeting?

Who is entitled to receive this mailing?

materials directly to all stockholders of record. If you are a beneficial owner whose shares are held in street name, these materials were sent to you by the broker through which you hold your shares. As the beneficial owner, you may direct your broker how to vote your shares at the Annual Meeting, and the broker is obligated to provide you with a voting instruction form for you to use for this purpose.

What does it mean if I receive more than one Proxy Card?

How are shares voted and counted?

The following chart explains which items to be voted upon at our Annual Meeting are routine and non-routine and the treatment of abstentions and broker non-votes.

Effect of Abstentions and

What is the required vote for each item of business to properly come before the Annual Meeting?

Item 1—Election of Directors. You may vote FOR or AGAINST any or all director nominees named in this Proxy Statement, or you may ABSTAIN as to one or more directors. A majority of the votes cast at the Annual Meeting with respect to the election of a director must be voted FOR the director in order for the director to be elected. A director who fails to receive a majority of the votes cast FOR his or her election will tender his or her resignation to the Board of Directors for consideration, and our Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will consider the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Item 2—Approval of an Advisory (Non-Binding) Resolution Regarding the Compensation Paid in ~~2014~~2015 to the Company’s Named Executive Officers. You may vote FOR or AGAINST the advisory resolution regarding the compensation paid to our named executive officers, or you may ABSTAIN. A majority of the votes cast at the Annual Meeting must be voted FOR this ~~Item~~item in order for it to pass.

Item 3—Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm. You may vote FOR or AGAINST the ratification of our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, ~~2015,~~2016, or you may ABSTAIN. A majority of the votes cast at the Annual Meeting must be voted FOR ratification in order for this ~~Item~~item to pass.

If you are a stockholder of record, you may cast your vote in one of four ways:

~~By Internet.~~ The web address for Internet voting can be found on the enclosed Proxy Card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the Proxy Card.

~~By Telephone.~~ ~~The number for telephone voting can be found on the enclosed Proxy Card. Telephone voting is available 24 hours a day. To be valid, your vote by telephone~~



:			By Internet. The web address for Internet voting can be found on the Proxy Card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the Proxy Card. ~~By Mail.~~ Mark the enclosed Proxy Card, sign and date it, and return it in the postage pre-paid envelope we have provided. To be valid, your vote by mail must be received by the deadline specified on the Proxy Card. ~~At the Annual Meeting.~~ ~~You can vote your shares in person at the Annual Meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to vote at the meeting.~~

(			By Telephone. The number for telephone voting can be found on the Proxy Card. Telephone voting is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the Proxy Card.

-			By Mail. Request a paper copy of the Proxy Card if you have not received one, and mark the Proxy Card, sign and date it, and return it in the postage pre-paid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the Proxy Card.

î			At the Annual Meeting. You can vote your shares in person at the Annual Meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to enter the Annual Meeting and vote in person.

If you hold your shares in street name, you may vote by following your broker’s instructions or, in order to vote in person at the Annual Meeting, you must obtain from the broker through which you hold your shares, both an account statement showing that you owned shares of Common Stock as of the Record Date and a “legal proxy” form, and bring them to the meeting.

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How can I revoke ~~my Proxy Card~~ or change my vote?

You can revoke ~~your Proxy Card~~ or change your vote at any time before your ~~Proxy Card is~~shares are voted at the Annual Meeting ~~by:~~by timely:

resubmitting your vote via the Internet or by telephone; or

executing and mailing a Proxy Card that is dated and received on a later date; or

giving written notice of revocation to our Corporate Secretary at One Pierce Place, Suite 1500, Itasca, Illinois 60143; or

voting in person at the Annual Meeting.

If your shares are held in street name, you should contact your broker to change your vote.

How can I obtain an additional Proxy Card?

If you lose, misplace or otherwise need to obtain a Proxy Card, and:

you are a stockholder of record, contact our Corporate Secretary’s office at ~~630-875-7463;~~(630) 875-7463; or

you hold Common Stock in street name through a broker, contact your account representative at that organization.

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How will current employees who participate in the Company’s benefit plans receive our proxy materials?

Employees who participate in the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan, First Midwest Bancorp, Inc. Nonqualified Retirement Plan, First Midwest Bancorp, Inc. Stock Option Gain Deferral Plan and/or the First Midwest Bancorp, Inc. Dividend Reinvestment Plan, and have a Company e-mail address, will receive an e-mail from Broadridge Financial Solutions, Inc. describing how to access proxy materials and vote via the Internet or by telephone. One e-mail will be sent for all accounts registered in the same employee name. If the employee’s accounts are registered in different names, he or she will receive a separate e-mail for each account. This e-mail will be titled: FIRST MIDWEST BANCORP, INC. ~~2015~~2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY VOTE.

The trustees under these plans are the stockholders of record of all shares of Common Stock held in the plans, and the trustees will vote the shares held for the account of each employee in accordance with the instructions received from the employee. Employees should instruct the trustees how to vote their shares by using the instructions provided in the e-mail and vote via the Internet or by telephone. If the trustees do not receive voting instructions by the specified deadline, the trustees will vote the shares proportionally in the same manner as those shares for which instructions were received. Because the employees are not the record owners of the related shares, the employees may not vote these shares in person at the Annual Meeting. Individual voting instructions to the plan trustees will be kept confidential and will not be disclosed to any of our directors, officers or employees.

Who pays for the expenses of this proxy solicitation?

We will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitations may be made by certain of our directors, officers or employees or affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for any such solicitation. Although we do not anticipate using a paid proxy solicitor in connection with the Annual Meeting, we may do so if we believe this to be appropriate. We will reimburse brokers for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable requirements.

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What do I need to do to attend the Annual Meeting?

All stockholders must bring an acceptable form of identification, such as a valid driver’s license, in order to attend the Annual Meeting in person. If you hold shares in street name and would like to attend our Annual Meeting, you also will need to bring an account statement or other acceptable evidence of ownership of Common Stock as of the close of business on the Record Date.

~~Additional Information~~

~~You may obtain additional information regarding the Company, including our corporate governance policies and practices, by visiting our website at~~ ~~www.firstmidwest.com/investorrelations, or by making~~Is a ~~written request to our Corporate Secretary at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.~~list of stockholders available for inspection?

A list of the stockholders of record as of the Record Date will be available for inspection for purposes germane to the Annual Meeting during ordinary business hours at our offices, One Pierce Place, Suite 1500, Itasca, Illinois 60143, from May ~~8, 2015~~6, 2016 to May ~~19, 2015,~~17, 2016, as well as at the Annual Meeting.

~~Important Notice Regarding~~How do I obtain the ~~Availability of Proxy Materials for~~voting results?

Preliminary voting results will be announced at the Annual ~~Meeting~~Meeting. Final voting results are expected to be published in a Current Report on ~~May 20, 2015~~

Form 8-K filed with the SEC within four business days after the Annual Meeting. A copy of this Current Report on Form 8-K will be available on our ~~Annual Report for the year ended December 31, 2014 is enclosed with this Proxy Statement. The Notice of Annual Meeting of Stockholders, this Proxy Statement and our 2014 Annual Report are available~~website at ~~www.proxyvote.com~~www.firstmidwest.com/investorrelations ~~(if you utilize~~ ~~www.proxyvote.com, you will need~~after its filing with the control number included on your Proxy Card or voting instruction form). If you would like to receive, without charge, an additional paper copy of our Annual Report, please contact our Corporate Secretary at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.SEC.

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ITEM 1—ELECTION OF DIRECTORS

Nominees for Election

Our Board of Directors currently consists of 13thirteen directors and is divided into three classes, with each class serving for three-year terms. As a result, each year, only one class of directors stands for election at our Annual Meeting.

Upon the unanimous recommendation of our Nominating and Corporate Governance Committee, our Board of Directors unanimously nominated ~~Barbara A. Boigegrain, Peter~~Br. James Gaffney, Michael L. Scudder and J. ~~Henseler, Patrick J. McDonnell, Robert P. O’Meara and Mark G. Sander~~Stephen Vanderwoude to stand for election at the Annual Meeting, all of whom are currently directors of the Company. John L. Sterling currently serves in the class of directors whose term expires at the Annual Meeting. As previously announced, Mr. Sterling, who has served as one of our directors since 1998, formally advised us that he will retire from the Board upon the conclusion of his current term. Prior to the Annual Meeting, the Board will take action to reduce the number of directors to twelve members. As such, at and following the Annual Meeting, our Board of Directors will consist of twelve members until such time as the Board may determine to change the number of directors.

If elected, each nominee will hold office for a three-year term expiring at our annual meeting of stockholders in ~~2018~~2019 and until his ~~or her~~ successor has been elected and qualified. If a nominee fails to receive the required majority vote for election, he ~~or she~~ will tender his ~~or her~~ resignation as a director in accordance with our By-Laws and Corporate Governance Guidelines, and the Board of Directors will determine whether it is in the best interests of the Company to accept any tendered resignation.

Each nominee has informed us that he ~~or she~~ is willing to serve as a director if elected. Should any nominee become unable or refuse to serve as a director upon election, it is intended that the persons named as proxies in the Proxy Card will vote for the election of such other person as the Board of Directors may recommend.

Nomination Process

In identifying, evaluating and recommending nominees for the Board of Directors, our Nominating and Corporate Governance Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, which include:

the individual’s judgment, expertise, character, skills, background, knowledge of matters useful to the oversight of the Company and other relevant experience;

the individual’s ability and willingness to commit adequate time to Board and committee matters; and

the extent to which the interplay of the individual’s expertise, skills, knowledge and personality with that of other Board members will build a Board of Directors that is effective, collegial and responsive to the needs of the Company.

We do not set specific, minimum qualifications that nominees must meet in order to be recommended to the Board of Directors. Each nominee is evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors. The Nominating and Corporate Governance Committee discusses and evaluates possible candidates in detail and outside consultants are sometimes engaged to help identify potential candidates.

The Board of Directors has not adopted a formal diversity policy for nominees. When making recommendations for nominees to the Board, however, the Nominating and Corporate Governance Committee attempts to include directors who, when taken together with the other nominees and continuing directors, will create a group that offers a diversity of education, professional experience, background, age, perspective, viewpoints and

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skill. The Nominating and Corporate Governance Committee will consider and evaluate director candidates recommended by stockholders in the same manner as other candidates identified by the Committee. A stockholder who desires to formally nominate a candidate must do so by following the procedures described in the Company’s Certificate of Incorporation and ~~By-Laws, as amended from time to time.~~By-Laws.

Independence of Nominees and Non-Employee Directors

Our Board of Directors determines the independence of all non-employee directors in accordance with the independence requirements of the NASDAQ Stock Market rules. Accordingly, each year the Board affirmatively

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determines whether each non-employee director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, each non-employee director is required to complete a questionnaire that provides information about relationships that might affect the determination of independence. Management then provides the Nominating and Corporate Governance Committee and Board of Directors with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that ~~are~~is outside the categories permitted under the NASDAQ Stock Market rules.

Based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board of Directors analyzed the independence of each of the Company’s nominees and other current directors, and determined that all of our directors meet the standards of independence under our Corporate Governance Guidelines and the NASDAQ Stock Market rules, other than Michael L. Scudder, the Company’s President and Chief Executive Officer, and Mark G. Sander, the Company’s Senior Executive Vice President and Chief Operating Officer, who are not considered to be independent under the standards of our Corporate Governance Guidelines and the NASDAQ Stock Market rules. In addition, our Board of Directors determined that:

Each member of the Audit Committee is financially literate and has accounting or related financial management expertise (as such qualifications are defined under the NASDAQ Stock Market rules).

Patrick J. McDonnell and John F. Chlebowski, Jr. are “audit committee financial experts” within the meaning of the rules and regulations of the SEC.

Each member of the Compensation Committee is a “non-employee director” within the meaning of SEC Rule 16b-3, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code.

~~2015~~2016 Nominees and Continuing Directors

The evaluation and selection of each member of the Board of Directors is based on a variety of factors, as described above. The Board believes that each of the Company’s directors possesses the requisite skills, experience and attributes to qualify him or her to serve as a member of our Board of Directors.

For each of the nominees for election at the Annual Meeting, our Nominating and Corporate Governance Committee and the Board considered, among other factors, the following:

~~Barbara A. Boigegrain~~Br. James Gaffney, FSC~~. Ms. Boigegrain’s extensive employee benefits, senior leadership~~ – Br. James’s strong background in executive administration and ~~corporate governance experience.~~insight into the markets and communities in which the Company operates.

~~Peter J. Henseler~~Michael L. Scudder. – Mr. ~~Henseler’s~~Scudder’s extensive executive management experience ~~as a former president~~and institutional knowledge of ~~a global public company,~~the Company and its business and clients, as well as his ~~substantial operational, brand management~~direction of the Company’s strategy, vision and ~~marketing expertise.~~values.

~~Patrick~~ J. ~~McDonnell~~Stephen Vanderwoude. – Mr. ~~McDonnell’s significant finance~~Vanderwoude’s executive and ~~accounting background as a senior partner~~director experience at ~~PricewaterhouseCoopers LLP~~other public companies and ~~his broad experience with a variety of public companies.~~

~~Robert P. O’Meara. Mr. O’Meara’s extensive background and experience in banking, management and strategic decision-making, as well as his in-depth knowledge of both the history and the current~~considerable business ~~of the Company.~~

~~Mark G. Sander~~. Mr. Sander’s significant banking industry and executive experience, his important leadership position with the Company and First Midwest Bank and his involvement with the operations, vision and strategy of the Company and the Bank.achievements.

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Set forth below is the name of each member of the Board, along with his or her principal occupation for at least the previous five years and other professional experience.

Nominees Standing for Election at the Annual Meeting



~~Barbara A. Boigegrain (57)~~	Ms. Boigegrain has served as the General Secretary and Chief Executive Officer of the General Board of Pension and Health Benefits of The United Methodist Church since 1994 (a pension, health and welfare benefit trustee and administrator that is the largest faith-based pension fund in the United States with $21 billion of assets under management). Prior to 1994, Ms. Boigegrain spent 11 years as a consultant with Towers Perrin and 4 years with KPMG LLP and Dart Industries as a manager and analyst.
		~~Director since 2008~~

		As the CEO and General Secretary of the General Board, Ms. Boigegrain has overseen its restructuring, significantly improved its performance and services and increased its assets under management. In her experience as a benefits consultant, she established the San Diego office of Towers Perrin. Ms. Boigegrain also is a member of the board of directors of Church Benefits Association and Chair of the Church Alliance.Br. James Gaffney, FSC
Age: 73
Director since: 1998

Br. James has served as the President of Lewis University, a leading Catholic and Lasallian university in Romeoville, Illinois, since 1988.

Br. James serves as a director, trustee or board member of more than ten educational, religious, civic, corporate and community organizations and agencies. He is a member and former chair of the Federation of Independent Illinois Colleges and Universities, former Chairman of the Community Foundation of Will County and an active board member for the Will County Center for Economic Development. As a member of the De La Salle Christian Brothers, he chairs the Lasallian Association of College and University Presidents.

Br. James has been the recipient of numerous honors, including the Pro Ecclesiae et Pontifice Medallion from the Vatican in 2013, the Roger Osman Award for Distinguished Volunteer Service from the United Way of Will County, a Lifetime Achievement Award and an Excellence in Education Award from the Joliet Region Chamber of Commerce and Industry, the De La Salle Award from Bethlehem University, the Provena St. Joseph Medical Center Founder’s Award, a Lifetime Achievement Award from the Village of Romeoville and honorary Doctoral Degrees from Saint Mary’s University of Minnesota, Bethlehem University and the University of St. Francis in Joliet.

Br. James is a member of our Nominating and Corporate Governance Committee (serving as its Chair) and Advisory Committee.

Br. James obtained a Bachelor of Arts degree in Theology and a Master of Education from Saint Mary’s University of Minnesota, a Master of Theology from Manhattan College in New York and a Doctor of Ministry in Pastoral Theology from the University of Saint Mary of the Lake in Mundelein, Illinois.

Br. James’s extensive background in executive administration enables him to bring valuable leadership, institutional management and consensus-building skills to our Board of Directors. His civic and charitable activities in the metropolitan Chicago area also give him unique insight into the markets and communities in which the Company operates.




		~~Ms. Boigegrain is a member of our Compensation Committee.~~Michael L. Scudder
		Age: 55
		~~Ms. Boigegrain earned a Bachelor of Science degree in Biology and Psychology from Trinity University in 1979.~~

~~Peter J. Henseler (56)~~	Mr. Henseler is the founder and President of Wise Consulting Group Inc. (a strategy and management consulting firm). He previously held the position of Vice Chairman of TOMY International, a wholly-owned subsidiary of TOMY Company, Ltd. (a global designer and marketer of toys and infant products) until his retirement from TOMY International in October 2012. He held the position of President of TOMY International from April 2011 until April 2012. Mr. Henseler was President of RC2 Corporation from 2002 to 2011, at which time TOMY Company acquired RC2. He served as RC2’s Executive Vice President of Sales and Marketing from 1999 to 2002. Mr. Henseler has also served as a director of RC2 and TOMY International.
Director ~~since 2011~~

	Prior to joining RC2, Mr. Henseler held marketing positions at McDonald’s Corporation and Hasbro, Inc. He currently serves on the United States Toy Industry Association Board of Directors and is Chairman of the Toy Industry Foundation.

	~~Mr. Henseler is a member of our Compensation Committee.~~

	~~Mr. Henseler earned a Bachelor of Science degree in Marketing from Xavier University in 1980.~~
	since: 2008

Mr. Scudder is the President and Chief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of First Midwest Bank.

Prior to his current appointment in September 2008, Mr. Scudder served as the Company’s President and Chief Operating Officer beginning in May 2007, and as its Chief Financial Officer from January 2002 to May 2007. He previously served as the Group Executive Vice President and Chief Financial Officer of First Midwest Bank from May 1995 to December 2001. He also has served in various other management capacities in his over 25 years of service to the Company. Mr. Scudder began his professional career at KPMG LLP, an international public accounting firm. He is a certified public accountant.

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Mr. Scudder serves as a member of our Advisory Committee.

Mr. Scudder earned a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1982, and a Master of Business Administration with a concentration in Finance from DePaul University in 1993. He is an active member of the ABA’s American Bankers CEO Council and the Mid-Size Bank Coalition of America. He is also a member of the Executive Committee of DePaul University’s Center for Financial Services and the Chicago Metropolitan Planning Council’s Executive Advisory Board.

Mr. Scudder brings extensive executive management, financial and banking experience to our Board of Directors and has important institutional knowledge of the Company and its business and clients. His day-to-day management of the Company provides the Board with Company-specific experience and expertise, including a complete understanding of the Company’s vision and strategy.



~~Patrick J. McDonnell (71)~~	Since July 2000, Mr. McDonnell has served as the President and Chief Executive Officer of The McDonnell Company LLC (a business consulting company). In this position, he works with public and privately-held companies in a wide variety of industries to help define organizational opportunities to improve performance and achieve results. Previously, he served as a partner and Director of Global Assurance for PricewaterhouseCoopers LLP, an international public accounting firm, and Vice Chairman of Business Assurance for its predecessor, Coopers & Lybrand, LLP. Mr. McDonnell is a certified public accountant.
		~~Director since 2002~~

		Mr. McDonnell served as a member of the board of directors of Material Sciences Corporation from 2006 to 2014. He also served as President and COO of LAI Worldwide, Inc., an executive recruiting firm, prior to its sale to TMP Worldwide, Inc. in 1999. He is a former Adjunct Professor at the Lake Forest Graduate School of Management where he taught Leading Organizational Change.J. Stephen Vanderwoude
Age: 72
Director since: 1991

Mr. Vanderwoude is currently a private investor. From 1996 until April 2007, he served as Chairman and Chief Executive Officer at Madison River Communications Corp., a company that acquired and operated rural telephone companies. Prior to his service to Madison River, he served as the President, Chief Executive Officer and a director of Powerhouse Technologies, Inc., and President, Chief Operating Officer and a director of Centel Corporation. Mr. Vanderwoude served as a member of the board of directors of Centennial Communications Corp. from 2002 to 2009 and as its Chairman from 2007 to 2009.

Mr. Vanderwoude earned a Bachelor of Science degree in Engineering from the University of Pennsylvania in 1967 and a Master of Business Administration with concentrations in Economics and Marketing from the University of Chicago in 1977.

Mr. Vanderwoude is a member of our Compensation Committee (serving as its Chair), Nominating and Corporate Governance Committee and Advisory Committee.

Through his chief executive officer and director experience at other public companies, professional background and considerable business accomplishments and achievements, Mr. Vanderwoude brings valuable skills and experience in leadership, business management, strategic planning, finance, mergers and acquisitions and public company matters to our Board of Directors.

Continuing Directors Serving a Term Expiring in 2017




		~~Mr. McDonnell is a member of our Audit Committee (serving as its Chair), Nominating and Corporate Governance Committee and Advisory Committee.~~ John F. Chlebowski, Jr.
		Age: 70
		Mr. McDonnell earned a Bachelor of Business Administration degree with a major in Management from the University of Notre Dame in 1965 and a Master of Business Administration from the University of Michigan in 1970.

~~Robert P. O’Meara (77)~~	Mr. O’Meara is currently the Chairman of the Board of the Company. He has over 40 years of experience in the banking and financial services industry. Mr. O’Meara previously served as Chairman of the Board of the Company from 1998 throughDirector since: 2007 and was re-appointed to this position in September 2008. Mr. O’Meara also is a member of the Board of Directors of First Midwest Bank and previously served as Chairman of the Board of the Bank from 2008 through 2011, and Vice Chair from 2011 through 2014.
~~Director since 1982~~

	Mr. O’Meara served as the Company’s Chief Executive Officer from 1987 through 2002 and as its Chief Operating Officer from 1983 to 1987. Prior to his tenure with the Company, Mr. O’Meara served as President and Chief Executive Officer of Citizens National Bank of Waukegan from 1970 to 1983. Prior thereto, he was in private legal practice in Lake County, Illinois, and he remains a licensed lawyer in the State of Illinois. Mr. O’Meara also has served in various leadership positions with several civic and charitable organizations in the metropolitan Chicago area.

	~~Mr. O’Meara serves as a member and the Chair of the Advisory Committee but is not a member of any other Board committee.~~

	~~Mr. O’Meara earned a Bachelor of Science degree in Finance from the University of Notre Dame in 1959 and a Juris Doctor degree from Loyola University of Chicago in 1962.~~

~~Mark G. Sander (56)~~	Mr. Sander is the Senior Executive Vice President and Chief Operating Officer of the Company and the President and Chief Operating Officer of First Midwest Bank. Mr. Sander also serves as a director of First Midwest Bank.
~~Director since 2014~~

Mr. Chlebowski served as the President and Chief Executive Officer of Lakeshore Operating Partners, LLC, a bulk liquid distribution firm, from March 2000 until his retirement in December 2004. Previously, Mr. Chlebowski was a senior executive and co-founder of Lakeshore Liquids Operating Partners, LLC, a private venture firm, and from January 1998 until July 1999, he was a private investor and consultant in bulk liquid distribution. Mr. Chlebowski served as President and Chief Executive Officer of GATX Terminals Corporation, a subsidiary of GATX Corporation, from 1994 until 1998. He also served as Vice President of Finance and Chief Financial Officer of GATX Corporation, a specialized finance and leasing company, from 1986 to 1994.

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Mr. Chlebowski is the Chairman of the Board of SemGroup Corporation (since 2009). He is currently the Interim Chairman of the Board of NRG Yield, Inc. (since 2015) and was previously NRG Yield’s Lead Independent Director (2013 to 2015). Mr. Chlebowski is a former Board member of NRG Energy, Inc. (2003 to 2013), Laidlaw International, Inc. (2003 to 2007), Phosphate Resource Partners LP (2003 to 2004) and SpectraSite, Inc. (2004 to 2005).



	Prior to joining the Company in 2011, Mr. Sander served as Executive Vice President, Director of Commercial Banking at Associated Banc-Corp where he oversaw Associated’s commercial banking, treasury management, insurance brokerage and capital markets businesses. He also served as a member of Associated’s Executive and ALCO Committees. Previously, he served as a commercial banking executive at Bank of America and in numerous leadership positions in commercial banking at LaSalle Bank. Mr. Sander has more than 30 years of experience in the financial services industry.

	Mr. Sander earned a Bachelor of Science degree in Finance from the University of Illinois in 1980 and a Master of Business Administration with a concentration in Finance and International Economics from the University of Chicago in 1983.

Mr. Chlebowski is a member of our Audit Committee.

~~Continuing~~Mr. Chlebowski earned a Bachelor of Science degree in Business Administration from the University of Delaware in 1970 and a Master of Business Administration with a concentration in Finance (Beta Gamma Sigma) from Pennsylvania State University in 1971. He is active in community affairs and is the past President of the board of directors of Heartland Alliance. He has also served on the boards of the Chicago Heart Association, Chicago City Ballet and Merit Music Program.

Through his board and executive management experience and extensive professional background, Mr. Chlebowski brings important public company, leadership, business, risk management, finance and accounting experience to our Board of Directors, ~~Serving a Term Expiring in 2016~~as well as valuable experience and perspective relating to corporate strategy and board governance.



~~Br. James Gaffney, FSC (72)~~	~~Br. Gaffney has served as the President of Lewis University (a leading Catholic and Lasallian university) in Romeoville, Illinois since 1988.~~
		~~Director since 1998~~

		Br. Gaffney serves as a director, trustee or board member of more than 10 educational, religious, civic, corporate and community organizations and agencies. As a member and former chair of the Federation of Independent Illinois Colleges and Universities, he serves on the Executive Council of Chicago Metropolis Strategies. He is the Chairman of the Will County Community Foundation, and is an active board member for the Will County Center for Economic Development. As a member of the De La Salle Christian Brothers, he chairs the Lasallian Association of College and University Presidents.Phupinder S. Gill
	Age: 55
	~~Br. Gaffney has been the recipient of numerous honors, including the~~ ~~Pro Ecclesiae et Pontifice~~ Medallion from the Vatican in 2013, the Roger Osman Award for Distinguished Volunteer Service from the United Way of Will County, a Lifetime Achievement Award from the Joliet Region Chamber of Commerce and Industry, the De La Salle Award from Bethlehem University, the Provena St. Joseph Medical Center Founder’s Award, the Saint Patrick High School President’s Council Counsellor II Award, and honorary Doctoral Degrees from Saint Mary’s University of Minnesota and Bethlehem University.

	~~Br. Gaffney is a member of our Nominating and Corporate Governance Committee (serving as its Chair), Compensation Committee and Advisory Committee.~~

	Br. Gaffney obtained a Bachelor of Arts degree in Theology and a Master of Education from Saint Mary’s University of Minnesota, a Master of Theology from Manhattan College in New York and a Doctor of Ministry in Pastoral Theology from the University of Saint Mary of the Lake in Mundelein, Illinois.

	Br. Gaffney’s extensive background in executive administration enables him to bring valuable leadership, institutional management and consensus-building skills to our Board of Directors. His civic and charitable activities in the metropolitan Chicago area also give him unique insight into the markets and communities in which the Company operates.
	Director since: 2010

Mr. Gill is the Chief Executive Officer of CME Group Inc., a global derivatives marketplace and exchange. He served as President from 2007 until 2012, and previously served as President and Chief Operating Officer of CME Holdings and of CME from 2004 until 2007. From 2000 to 2003, he served as Managing Director and President of CME Clearing. Mr. Gill was the President of GFX Corp., a wholly owned subsidiary of CME Group that provides liquidity in foreign exchange futures, from 1998 until 2012.

Mr. Gill serves on the board of directors of CME Group as well as the board of the World Federation of Exchanges. Mr. Gill is a member of CME Group’s Competitive Markets Advisory Council and sits on the boards of The Alexander Maxwell Grant Foundation, CME Group Foundation and CME Group Community Foundation. He previously served on the boards of CME Clearing Europe (CME Group’s UK Clearing House), Bursa Malaysia Derivatives Berhad, and Bolsa Mexicana de Valores, S.A.B. de C.V.

Mr. Gill is a member of our Audit Committee.

Mr. Gill earned a Bachelor of Science degree in Finance in 1985 and a Master of Business Administration with a concentration in Finance in 1987 from Washington State University.

Through his board and executive management experience, Mr. Gill brings important public company, technology, leadership, operating and senior management experience to our Board of Directors, as well as experience with mergers and acquisitions and global affairs. He also provides the perspective of a current chief executive officer of a public company.

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~~Michael L. Scudder (54)~~	~~Mr. Scudder is the President and Chief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of First Midwest Bank.~~
		~~Director since 2008~~

		Prior to his current appointment in September 2008, Mr. Scudder served as the Company’s President and Chief Operating Officer beginning in May 2007, and as its Chief Financial Officer from January 2002 to May 2007. He previously served as the Group Executive Vice President and Chief Financial Officer of First Midwest Bank from May 1995 to December 2001. He also has served in various other management capacities in his over 25 years of service to the Company. Mr. Scudder began his professional career at KPMG LLP, an international public accounting firm. He is a certified public accountant.Ellen A. Rudnick
Age: 65
Director since: 2005

Since 1999, Ms. Rudnick has served as the Executive Director of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago Booth School of Business. Prior to joining the University of Chicago, Ms. Rudnick served as President and CEO of Healthcare Knowledge Resources, President of HCIA, Chairman of Pacific Biometrics and Corporate Vice President of Baxter Healthcare Corporation.

Ms. Rudnick currently serves on the boards of directors of Patterson Companies (since 2003) and HMS Holdings, Corp. (since 1997), both of which are public companies, and Liberty Mutual Insurance Company (since 2001).

Ms. Rudnick is a member of our Compensation Committee and Nominating and Corporate Governance Committee.

Ms. Rudnick earned a Bachelor of Arts degree in Italian (with a minor in Economics) from Vassar College in 1972 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1973. She has spent over 25 years in business management and entrepreneurial activities, primarily in the health care and information services industries. She serves in various leadership positions with several civic and nonprofit organizations in the Chicago metropolitan area, including having served on the Northshore University Health System board of directors for over 20 years, and currently is on the boards of directors of Hyde Park Angels and the Chicagoland Entrepreneurship Center (CEC). She is the recipient of several honors, including the Today’s Chicago Woman 20th Anniversary Hall of Fame Award and the YWCA Leadership Award.

With her extensive business background and her public company board experience, Ms. Rudnick brings important leadership, corporate and entrepreneurial experience to our Board of Directors, as well as valuable experience in business management.




		~~Mr. Scudder serves as a member of our Advisory Committee but is not a member of any other Board committee.~~Michael J. Small
		Age: 58
		Mr. Scudder earned a Bachelor of Science degree in Accounting from Illinois Wesleyan University in 1982, and a Master of Business Administration with a concentration in Finance from DePaul University in 1993.

	Mr. Scudder brings extensive executive management, financial and banking experience to our Board of Directors and has important institutional knowledge of the Company and its business and clients. His day-to-day management of the Company provides the Board with Company-specific experience and expertise, including a complete understanding of the Company’s vision and strategy.

~~John L. Sterling (71)~~	~~Mr. Sterling has been a director of Sterling Lumber Company (a hardwood lumber supplier and distributor) headquartered in Phoenix, Illinois for over 46 years.~~
Director ~~since 1998~~

	Mr. Sterling earned a Bachelor of Science degree in Business Administration from Michigan State University in 1967. He serves in various leadership positions with several civic and charitable organizations in the Chicago metropolitan area, including the Boy Scouts of America, and he is the recipient of their council’s highest award.

	~~Mr. Sterling is a member of our Compensation Committee.~~

	Mr. Sterling’s extensive background as a business owner allows him to bring valuable leadership, business development, customer service and strategic management experience to our Board. His business, civic and charitable activities in the metropolitan Chicago area also give him unique insight into the markets and communities in which the Company operates.

~~J. Stephen Vanderwoude (71)~~	Mr. Vanderwoude is currently a private investor. From 1996 until April 2007, he served as Chairman and Chief Executive Officer of Madison River Communications Corp., a company that acquired and operated rural telephone companies. Prior to his service to Madison River, he served as the President, Chief Executive Officer and a director of Powerhouse Technologies, Inc., and President, Chief Operating Officer and a director of Centel Corporation. From 1999 to 2009, Mr. Vanderwoude served as a member of the board of directors of Centennial Communications Corp. and as its Chairman from 2007 to 2009.
~~Director since 1991~~
	since: 2010

Mr. Small is the President and Chief Executive Officer of Gogo, Inc., an airborne communications service provider, and has served in this capacity since 2010. Prior to joining Gogo, Mr. Small served as the Chief Executive Officer and Director of Centennial Communications Corp. from 1999 to 2009. From 1995 to 1998, Mr. Small was the Executive Vice President and Chief Financial Officer of 360 Degrees Communications Company. Prior to 1995, he held the position of President of Lynch Corporation, a diversified acquisition-oriented company with operations in telecommunications, manufacturing and transportation services.

Mr. Small is a member of our Audit Committee.

Mr. Small earned a Bachelor of Arts degree in History from Colgate University in 1979 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1981.

Through his board, executive and financial experience, Mr. Small brings extensive public company, operating and management experience to our Board of Directors as well as strategic, financial and merger and acquisition experience. He also provides the perspective of a current chief executive officer of a public company.

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	Mr. Vanderwoude earned a Bachelor of Science degree in Engineering from the University of Pennsylvania in 1967 and a Master of Business Administration with concentrations in Economics and Marketing from the University of Chicago in 1977.

	~~Mr. Vanderwoude is a member of our Compensation Committee (serving as its Chair), Nominating and Corporate Governance Committee and Advisory Committee.~~

	Through his chief executive officer and director experience at other public companies, professional background and considerable business accomplishments and achievements, Mr. Vanderwoude brings valuable skills and experience in leadership, business management, strategic planning, finance, mergers and acquisitions and public company matters to our Board of Directors.

Continuing Directors Serving a Term Expiring in ~~2017~~2018



~~John F. Chlebowski, Jr. (69)~~	Mr. Chlebowski served as the President and Chief Executive Officer of Lakeshore Operating Partners, LLC (a bulk liquid distribution firm) from March 2000 until his retirement in December 2004. Previously, Mr. Chlebowski was a senior executive and co-founder of Lakeshore Liquids Operating Partners, LLC, a private venture firm, and from January 1998 until July 1999, he was a private investor and consultant in bulk liquid distribution. Mr. Chlebowski served as President and Chief Executive Officer of GATX Terminals Corporation, a subsidiary of GATX Corporation, from 1994 until 1998. He also served as Vice President of Finance and Chief Financial Officer of GATX Corporation, a specialized finance and leasing company, from 1986 to 1994.
		~~Director since 2007~~

		Mr. Chlebowski is the Chairman of the Board of SemGroup Corporation (since 2009) and is a member of the board of directors and Lead Independent Director of NRG Yield, Inc. (since 2013). He is a former Board member of NRG Energy, Inc. (2003 to 2013), Laidlaw International, Inc. (2003 to 2007), Phosphate Resource Partners LP (2003 to 2004) and SpectraSite, Inc. (2004 to 2005).Barbara A. Boigegrain
Age: 58
Director since: 2008

Since 1994, Ms. Boigegrain has served as the General Secretary and Chief Executive Officer of the General Board of Pension and Health Benefits of The United Methodist Church, a pension, health and welfare benefit trustee and administrator that is the largest faith-based pension fund in the United States with $21 billion of assets under management. Prior to 1994, Ms. Boigegrain spent eleven years as a consultant with Towers Perrin and four years with KPMG LLP and Dart Industries as a manager and analyst.

As the CEO and General Secretary of the General Board, Ms. Boigegrain has overseen its restructuring, significantly improved its performance and services and increased its assets under management. In her experience as a benefits consultant, she established the San Diego office of Towers Perrin. Ms. Boigegrain also is a member of the board of directors of Church Benefits Association and Chair of the Church Alliance.

Ms. Boigegrain is a member of our Compensation Committee and Nominating and Corporate Governance Committee.

Ms. Boigegrain earned a Bachelor of Science degree in Biology and Psychology from Trinity University in 1979.

Through her extensive employee benefits, senior leadership and corporate governance experience, Ms. Boigegrain brings significant leadership, business development, operations and management skills to our Board of Directors. She also provides valuable knowledge of financial markets and strategic growth.




		~~Mr. Chlebowski is a member of our Audit Committee and Advisory Committee.~~Peter J. Henseler
		Age: 57
		Mr. Chlebowski earned a Bachelor of Science degree in Business Administration from the University of Delaware in 1970 and a Master of Business Administration with a concentration in Finance (Beta Gamma Sigma) from Pennsylvania State University in 1971. He is active in community affairs and is the past President of the board of directors of Heartland Alliance. He has also served on the boards of the Chicago Heart Association, Chicago City Ballet and Merit Music Program.

	Through his board and executive management experience and extensive professional background, Mr. Chlebowski brings important public company, leadership, business, risk management, finance and accounting experience to our Board of Directors, as well as valuable experience and perspective relating to corporate strategy and board governance.
	Director since: 2011

Mr. Henseler is the founder and President of Wise Consulting Group Inc., a strategy and management consulting firm. He previously held the position of Vice Chairman of TOMY International, a wholly-owned subsidiary of TOMY Company, Ltd., a global designer and marketer of toys and infant products, until his retirement from TOMY International in October 2012. He held the position of President of TOMY International from April 2011 until April 2012. Mr. Henseler was President of RC2 Corporation from 2002 to 2011, at which time TOMY Company acquired RC2. He served as RC2’s Executive Vice President of Sales and Marketing from 1999 to 2002. Mr. Henseler has also served as a director of RC2 and TOMY International.

Prior to joining RC2, Mr. Henseler held marketing positions at McDonald’s Corporation and Hasbro, Inc. He currently serves as Chairman of the Toy Industry Foundation and previously served on the United States Toy Industry Association Board of Directors.

Mr. Henseler is a member of our Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Henseler earned a Bachelor of Science degree in Marketing from Xavier University in 1980.

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Mr. Henseler brings important senior management, operating and leadership skills and insights to our Board of Directors through his experience as a former president of a global public company, as well as his substantial operational, brand management and marketing experience.



~~Phupinder S. Gill (54)~~	Mr. Gill is the Chief Executive Officer of CME Group Inc. (a global derivatives marketplace and exchange). He served as President from 2007 until 2012, and previously served as President and Chief Operating Officer of CME Holdings and of CME from 2004 until 2007. From 2000 to 2003, he served as Managing Director and President of CME Clearing. Mr. Gill was the President of GFX Corp., a wholly owned subsidiary of CME Group that provides liquidity in foreign exchange futures, from 1998 until 2012.
		~~Director since 2010~~

		Mr. Gill serves on the board of directors of CME Group as well as the board of the World Federation of Exchanges. Mr. Gill is a member of CME Group’s Competitive Markets Advisory Council and sits on the boards of The Alexander Maxwell Grant Foundation, CME Group Foundation and CME Group Community Foundation. He previously served on the boards of CME Clearing Europe (CME Group’s UK Clearing House), Bursa Malaysia Derivatives Berhad, and Bolsa Mexicana de Valores, S.A.B. de C.V.Patrick J. McDonnell
Age: 72
Director since: 2002

Since 2000, Mr. McDonnell has served as the President and Chief Executive Officer of The McDonnell Company LLC, a business consulting company. In this position, he works with public and privately-held companies in a wide variety of industries to help define organizational opportunities to improve performance and achieve results. Previously, he served as a partner and Director of Global Assurance for PricewaterhouseCoopers LLP, an international public accounting firm, and Vice Chairman of Business Assurance for its predecessor, Coopers & Lybrand, LLP. Mr. McDonnell is a certified public accountant.

Mr. McDonnell served as a member of the board of directors of Material Sciences Corporation from 2006 to 2014. He also served as President and COO of LAI Worldwide, Inc., an executive recruiting firm, prior to its sale to TMP Worldwide, Inc. in 1999. He is a former Adjunct Professor at the Lake Forest Graduate School of Management, where he taught “Leading Organizational Change.”

Mr. McDonnell is a member of our Audit Committee (serving as its Chair) and Advisory Committee.

Mr. McDonnell earned a Bachelor of Business Administration degree with a major in Management from the University of Notre Dame in 1965 and a Master of Business Administration from the University of Michigan in 1970.

Through his significant finance and accounting background and his broad experience with a variety of public companies, Mr. McDonnell brings valuable tactical skills and experience in business management, strategic planning, finance, accounting and public company matters to our Board of Directors.




		~~Mr. Gill is a member of our Audit Committee.~~Robert P. O’Meara
		Age: 78
		~~Mr. Gill earned a Bachelor of Science degree in Finance in 1985 and a Master of Business Administration with a concentration in Finance in 1987 from Washington State University.~~Director since: 1982

	Through his board and executive management experience, Mr. Gill brings important public company, technology, leadership, operating and senior management experience to our Board of Directors, as well as experience with mergers and acquisitions and global affairs. He also provides the perspective of a current chief executive officer of a public company.

~~Ellen A. Rudnick (64)~~	~~Since 1999, Ms. Rudnick has served as the Executive Director~~

Mr. O’Meara is currently the Chairman of the Board of the Company. He has over 45 years of experience in the banking and financial services industry. Mr. O’Meara previously served as Chairman of the Board of the Company from 1998 through 2007 and was re-appointed to this position in September 2008. Mr. O’Meara also is a member of the Board of Directors of First Midwest Bank and previously served as Chairman of the Board of the Bank from 2008 through 2011, and Vice Chair from 2011 through 2014.

Mr. O’Meara served as the Company’s Chief Executive Officer from 1987 through 2002 and as its Chief Operating Officer from 1983 to 1987. Prior to his tenure with the Company, Mr. O’Meara served as President and Chief Executive Officer of Citizens National Bank of Waukegan from 1970 to 1983. Prior thereto, he was in private law practice in Lake County, Illinois, and he remains a licensed lawyer in the State of Illinois. Mr. O’Meara also has served in various leadership positions with several civic and charitable organizations in the metropolitan Chicago area.

Mr. O’Meara serves as a member and the Chair of the Polsky Center for Entrepreneurship and Innovation at the University of Chicago Booth School of Business. Prior to joining the University of Chicago, Ms. Rudnick served as President and CEO of Healthcare Knowledge Resources, President of HCIA, Chairman of Pacific Biometrics and Corporate Vice President of Baxter Healthcare Corporation.~~Director since 2005~~Ms. Rudnick currently serves on the boards of directors of Patterson Companies (since 2003) and HMS Holdings, Corp. (since 1997), both of which are public companies, and Liberty Mutual Insurance Company (since 2001).~~Ms. Rudnick is a member of our Audit Committee, Nominating and Corporate Governance Committee and~~ Advisory Committee.

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Mr. O’Meara earned a Bachelor of Science degree in Finance from the University of Notre Dame in 1959 and a Juris Doctor degree from Loyola University of Chicago in 1962.

Through his extensive background and experience in banking, management and strategic decision-making, as well as his in-depth knowledge of both the history and the current business of the Company, Mr. O’Meara provides our Board of Directors with significant executive experience and important information about the Company, as well as insight into the markets it serves and the financial services industry generally.



	Ms. Rudnick earned a Bachelor of Arts degree in Italian (with a minor in Economics) from Vassar College in 1972 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1973. She has spent over 25 years in business management and entrepreneurial activities, primarily in the health care and information services industries. She serves in various leadership positions with several civic and nonprofit organizations in the Chicago metropolitan area, including having served on the Northshore University Health System board of directors for over 20 years, and currently is on the boards of directors of Hyde Park Angels and CEC-Chicagoland Entrepreneurship Center. She is the recipient of several honors, including the Today’s Chicago Woman 20th Anniversary Hall of Fame Award and the YWCA Leadership Award.

		With her extensive business background and her public company board experience, Ms. Rudnick brings important leadership, corporate and entrepreneurial experience to our Board of Directors, as well as valuable experience in business management.Mark G. Sander

~~Michael J. Small (57)~~	Mr. Small is the President and Chief Executive Officer of Gogo, Inc. (an airborne communications service provider) and has served in this capacity since 2010. Prior to joining Gogo, Mr. Small served as the Chief Executive Officer and Director of Centennial Communications Corp. from 1999 to 2009. From 1995 to 1998, Mr. Small was the Executive Vice President and Chief Financial Officer of 360 Degrees Communications Company. Prior to 1995, he held the position of President of Lynch Corporation, a diversified acquisition-oriented company with operations in telecommunications, manufacturing and transportation services.
~~Director since 2010~~Age: 57

	~~Mr. Small is a member of our Audit Committee and Nominating and Corporate Governance Committee.~~

	~~Mr. Small earned a Bachelor of Arts degree in History from Colgate University in 1979 and a Master of Business Administration with a concentration in Finance from the University of Chicago in 1981.~~

	Through his board, executive and financial experience, Mr. Small brings extensive public company, operating and management experience to our Board of Directors as well as strategic, financial and merger and acquisition experience. He also provides the perspective of a current chief executive officer of a public company.Director since: 2014

Mr. Sander is the Senior Executive Vice President and Chief Operating Officer of the Company and the President and Chief Operating Officer of First Midwest Bank. Mr. Sander also serves as a director of First Midwest Bank.

Prior to joining the Company in 2011, Mr. Sander served as Executive Vice President, Director of Commercial Banking at Associated Banc-Corp where he oversaw Associated’s commercial banking, treasury management, insurance brokerage and capital markets businesses. He also served as a member of Associated’s Executive and ALCO Committees. Previously, he served as a commercial banking executive at Bank of America and in numerous leadership positions in commercial banking at LaSalle Bank. Mr. Sander has more than thirty years of experience in the financial services industry.

Mr. Sander earned a Bachelor of Science degree in Finance from the University of Illinois in 1980 and a Master of Business Administration with a concentration in Finance and International Economics from the University of Chicago in 1983.

Mr. Sander brings significant banking industry and executive experience to our Board of Directors. His important leadership position with the Company and First Midwest Bank and his involvement with the operations, vision and strategy of the Company and the Bank provide the Board with an understanding of the Company’s day-to-day operations and strategic goals.

www

For more information regarding our Board of Directors, its members, its committees and our corporate governance practices, please see the section of this Proxy Statement entitled Corporate Governance at First Midwest or visit the Investor Relations section of our website at www.firstmidwest.com/officersdirectors.

Directors’ Recommendation

The Board of Directors unanimously recommends that stockholders vote FOR the election of each of ~~Barbara A. Boigegrain, Peter~~Br. James Gaffney, Michael L. Scudder and J. ~~Henseler, Patrick J. McDonnell, Robert P. O’Meara and Mark G. Sander~~Stephen Vanderwoude as directors of the Company as set forth above.

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ITEM 2—APPROVAL OF AN ADVISORY (NON-BINDING) RESOLUTION REGARDING THE COMPENSATION PAID IN ~~2014~~2015 TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with applicable SEC rules, we are required to provide stockholders with an opportunity to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. We refer to this proposal as the “say-on-pay” proposal. Our executive compensation programs, including detailed information regarding the compensation paid to our named executive officers for ~~2014,~~2015, are described in the Compensation Discussion and Analysis and Executive Compensation Tables sections of this Proxy ~~Statement, which begin on pages 29 and 43, respectively.~~Statement.

Our Board of Directors views it as a good corporate governance practice to present the say-on-pay proposal to our stockholders annually. The Board made this recommendation to our stockholders at our 2012 annual meeting, and our stockholders overwhelmingly voted in favor of holding a say-on-pay vote every year, as opposed to every other year or every third year. Our stockholders will next have the opportunity to indicate their preference for the frequency of the say-on-pay vote at our 2018 annual meeting.

At our ~~2014~~2015 annual meeting of stockholders, ~~approximately 93%~~90% of the votes cast were voted in favor of the compensation paid to our named executive officers. We believe these results confirmed our approach to executive compensation. Our Compensation Committee intends to consider the say-on-pay vote results from this year, and future advisory votes, with respect to the design of and amounts paid under our executive compensation programs.

We are asking our stockholders to indicate their support for our executive compensation program as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this Proxy Statement. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion set forth in the ~~2015~~2016 annual meeting proxy statement is hereby approved by the Company’s stockholders on an advisory basis.

The say-on-pay vote is advisory and is therefore not binding on the Company, the Compensation Committee or our Board of Directors. We value the opinions of our stockholders, and the Compensation Committee will consider the results of the vote on our say-on-pay proposal when establishing the design of and amounts paid under our future executive compensation programs.

Directors’ Recommendation

The Board of Directors unanimously recommends that stockholders vote FOR approval of the advisory (non-binding) resolution regarding the compensation paid to the Company’s named executive officers set forth in this Proxy Statement.

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ITEM 3—RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors is responsible for appointing the Company’s independent registered public accounting firm, and the Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, ~~2015.~~2016. We are submitting this selection for stockholder ratification at the Annual Meeting. We expect a representative of Ernst & Young LLP to be present at the Annual Meeting and to have an opportunity to make a statement if he or she desires to do so and to be available to respond to appropriate questions from stockholders. Ernst & Young LLP also served as our independent registered public accounting firm for the year ended December 31, ~~2014.~~2015.

Although we are not required to have our stockholders ratify the selection of our independent registered public accounting firm, our Board of Directors has determined to seek this ratification from stockholders. ~~The~~This ratification ~~of the selection of our independent registered public accounting firm~~ is advisory and is, therefore, not binding on the Audit Committee. If our stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP, but may retain them nonetheless. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company.

Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee, or a designated member of the Audit Committee, approves in advance all audit and any non-audit services rendered by Ernst & Young LLP on behalf of the Company. The following table shows information about fees paid by the Company to Ernst & Young LLP for services related to the fiscal years indicated below.


	2014			Percent of 2014 Services Approved by Audit Committee	2013		Percent of 2013 Services Approved by Audit Committee	2015		Percent of 2015 Services Approved by Audit Committee	2014		Percent of 2014 Services Approved by Audit Committee
Audit fees⁽¹⁾	$	1,425,656	⁽²⁾	100%	$	1,232,231	100%	$	1,377,269	100%	$	1,425,656	100%
Audit-related fees⁽³⁾⁽²⁾	134,840			100%	135,388		100%	96,472		100%	134,840		100%
Tax fees⁽⁴⁾⁽³⁾	215,950			100%	203,975		100%	106,720		100%	215,950		100%
All other fees	—			N/A	—		N/A	—		N/A	—		N/A
Total fees	$	1,776,446	⁽²⁾		$	1,571,594		$	1,580,461		$	1,776,446

For audit, audit-related services, tax-related services and all other services, our Audit Committee has determined specific services and dollar thresholds under which such services would be considered pre-approved. To the extent management requests services other than these pre-approved services, or beyond the dollar thresholds, our Audit Committee must specifically approve the services. Further, under our fee policy, our independent registered public accounting firm may not perform the non-audit services identified by the SEC as prohibited. Our fee policy

requires management to provide to our Audit Committee on a quarterly basis a summary of all services performed by the independent registered public accounting firm.

Directors’ Recommendation

CORPORATE GOVERNANCE AT FIRST MIDWEST

Corporate Governance Guidelines and Committee Charters

Code of Ethics and Standards of Conduct

Board Leadership and Structure

the offices of Chairman of the Board and of President and Chief Executive Officer is appropriate for the Company. This separation presently allows Mr. Scudder to focus on his responsibilities of running the day-to-day affairs of the Company, enhancing stockholder value and expanding and strengthening the Company’s business. Concurrently, Mr. O’Meara, as Chairman of the Board, can utilize his intimate knowledge of the Company and significant industry experience to focus on leadership for the Board as it provides advice to and independent oversight of management. As the independent Chairman, Mr. O’Meara also serves as lead independent director and the presiding director at Board meetings, and has final approval of Board meeting agendas.

Audit Committee. Assists the Board with risk oversight in the areas of financial reporting, internal controls, tax and compliance with public reporting requirements.

Compensation Committee. Assists the Board with risk oversight associated with our compensation policies and programs, including maintaining an executive compensation program that is designed to encourage the achievement of corporate objectives and strategies, enhance stockholder value and incent and retain our executive officers, and discourage unnecessary or excessive risk taking.

Nominating and Corporate Governance Committee. Assists the Board with risk oversight associated with corporate governance and director selection and succession.

Company’s risk management functions. In addition, the Chairman of the Board meets regularly with the President and Chief Executive Officer to discuss strategy and risks facing the Company. Key members of senior management attend Board meetings and are available to address any questions or concerns raised by the Board of Directors.

Under our Corporate Governance Guidelines, the members of each Board committee (including each committee chair) are appointed by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee, and a member may only serve as the chair of one committee of the Board at any given time. The table below provides membership and meeting information for each Board committee for the ~~2014~~2015 fiscal year.

Board and Committee Self-Evaluations

Related Person Transactions

Compensation Committee Interlocks and Insider Participation

Stockholder Communication with Directors

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL

STOCKHOLDERS, DIRECTORS AND MANAGEMENT

We calculated the percent of class based on ~~78,021,053~~81,373,940 shares of Common Stock outstanding on March ~~1, 2015.~~25, 2016. We include shares of restricted stock subject to future vesting conditions for which an individual has voting but not dispositive power. We also include shares underlying restricted stock units and performance shares that could vest, and shares subject to options that are currently exercisable or will become exercisable, within 60 days of March ~~1, 2015.~~25, 2016, even though an individual has neither voting nor dispositive power. Those shares are deemed to be outstanding and beneficially owned by the person holding such ~~options~~securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Shares/Units^(1)(2)(3)(4)

Shares/Units^{(1)(2)(3)(4)(5)}

Some of our directors and officers have deferred cash compensation (in the form of phantom Common Stock) or stock option gains (in the form of Common Stock equivalents) under our deferred compensation plans. Some of these deferred amounts will be paid in shares of our Common Stock upon the directors’ or officers’ retirement or other termination of employment or service with the Company. The number of shares of Common Stock to which our directors and officers would be entitled had their service or employment with the Company terminated as of March 25, 2016 is as follows: Phupinder S. Gill, 17,558 shares; Peter J. Henseler, 1,792 shares;

~~shares of our Common Stock upon the directors’ or officers’ retirement or other termination of employment or service with the Company~~. The number of shares of Common Stock to which our directors and officers would be entitled had their employment or service with the Company terminated as of March 1, 2015 is as follows: Phupinder S. Gill, 14,210 shares; Peter J. Henseler, 1,451 shares; J. Stephen Vanderwoude, ~~19,160~~19,548 shares; Michael L. Scudder, ~~9,245~~9,433 shares; Paul F. Clemens, ~~1,939~~1,978 shares; ~~Victor P. Carapella, 50,871 shares; and~~ Thomas M. Prame, ~~1,930~~1,969 shares; and Kent S. Belasco, 31,815 shares. The directors and officers have voting and investment power for the shares of phantom Common Stock and voting power but no dispositive power for the Common Stock equivalent shares.

Other Security Ownership

The following table identifies each person known to us as of March ~~1, 2015~~25, 2016 to beneficially own more than 5% of our outstanding Common Stock.

100 Vanguard Boulevard

c/o Wellington Management Company LLP

280 Congress Street
Boston, MA 02210

DIRECTOR COMPENSATION

We use a combination of cash and equity-based compensation set at levels we believe will allow us to attract and retain qualified individuals to serve on our Board of Directors. Each year, the Compensation Committee reviews and makes a recommendation to our Board of Directors regarding the compensation that we pay to our directors, including the annual retainers paid to our Chairman of the Board and our Board committee chairs. In setting director compensation, we consider the significant amount of time that directors devote to fulfilling their duties, advice that we receive from our compensation consultant and comparative data regarding director compensation of our peers. Michael L. Scudder, our President and Chief Executive Officer, and Mark G. Sander, our Senior Executive Vice President and Chief Operating Officer, do not receive compensation for serving as a member of the Board. In addition, Br. James Gaffney has elected not to receive any director compensation.

The following summarizes our annual compensation for non-employee directors for ~~the 2014 fiscal year:~~2015:

2014 Cash Component 2014 Equity Component
Description Amount

An annual fixed retainer for each non-employee director $ 40,000
The aggregate dollar value of the equity component of our non-employee director compensation was $42,000 for each director. The number of shares issued was calculated by taking that dollar value and then dividing by $16.078, the average of the high and low price of our Common Stock on the date of grant in 2014 as reported by the NASDAQ Stock Market. These awards were issued under the Non-Employee Directors Stock Plan. This equity component consists of restricted Common Stock that has a one-year vesting requirement.

An additional annual fixed retainer for the Committee Chairs (excluding the Advisory Committee Chair) $ 10,000

An additional annual fixed retainer for each member of the Audit Committee (excluding the Audit Committee Chair) $ 4,000

An additional annual fixed retainer for the Board Chair $ 100,000



Component		Amount

An annual fixed cash retainer for each non-employee director		$50,000

An annual award of Common Stock for each non-employee director⁽¹⁾		$50,000

An annual fixed cash retainer for the Board Chair		$100,000

An annual fixed cash retainer for the Audit Committee Chair		$15,000

An annual fixed cash retainer for the Compensation Committee and Nominating and Corporate Governance Committee Chairs		$10,000

An annual fixed cash retainer for each member of the Audit Committee (excluding the Audit Committee Chair)		$4,000

~~2014 Equity Compensation~~

Name
Fees Earned or Paid in Cash⁽¹⁾

Stock
Awards⁽²⁾

Option Awards⁽³⁾

Non-Equity Incentive Plan Compensation⁽⁴⁾

Change in Pension Value⁽⁴⁾and Nonqualified Deferred Compensation Earnings

All Other Compensation⁽⁵⁾
Total
Barbara A. Boigegrain $ 40,000
$ 42,000 —
—
$ —
$ 2,500 $ 84,500
John F. Chlebowski, Jr. 44,000
42,000 —
—
—
— 86,000
Br. James Gaffney⁽⁶⁾
—
— —
—
—
— —
Phupinder S. Gill 44,000
42,000 —
—
3,495
— 89,495
Peter J. Henseler 40,000
42,000 —
—
3,900
— 85,900
Patrick J. McDonnell 50,000
42,000 —
—
—
— 92,000
Robert P. O’Meara⁽⁷⁾
222,000
— —
—
25,434
9,775 257,209
Ellen A. Rudnick 44,000
42,000 —
—
—
2,500 88,500
Michael J. Small 44,000
42,000 —
—
—
— 86,000
John L. Sterling 40,000
42,000 —
—
—
— 82,000
J. Stephen Vanderwoude 50,000
42,000 —
—
5,664
— 97,664

~~2015 Director Compensation~~

director compensation should be increased modestly, both because the Compensation Committee believed that the Company’s director compensation was below the levels prevalent in the Chicago market and, in addition, to allow the Company to continue to remain competitive in its ability to retain and attract qualified directors.

~~Director Stock Ownership Guidelines~~

Deferred Compensation Plan for Non-Employee Directors

Payments under the Deferred Compensation Plan begin at the date specified by the director or upon cessation of service as a director.

2015 Director Compensation Table



Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Option Awards⁽³⁾		Non-Equity Incentive Plan Compensation⁽⁴⁾		Change in Pension Value⁽⁴⁾and Nonqualified Deferred Compensation Earnings		All Other Compensation⁽⁵⁾		Total
Barbara A. Boigegrain	$	50,000	$	50,000	$	—	$	—	$	—	$	—	$	100,000
John F. Chlebowski, Jr.	104,000		—		—		—		—		—		104,000
Br. James Gaffney⁽⁶⁾	—		—		—		—		—		—		—
Phupinder S. Gill	54,000		50,000		—		—		5,072		—		109,072
Peter J. Henseler	50,000		50,000		—		—		7,134		—		107,134
Patrick J. McDonnell	65,000		50,000		—		—		—		—		115,000
Robert P. O’Meara⁽⁷⁾	250,000		—		—		—		97,043		10,054		357,097
Ellen A. Rudnick	51,549		50,000		—		—		—		2,500		104,049
Michael J. Small	54,000		50,000		—		—		—		—		104,000
John L. Sterling	50,000		50,000		—		—		—		—		100,000
J. Stephen Vanderwoude	110,000		—		—		—		6,658		—		116,658

2016 Director Compensation

compensation consultant, Deloitte Consulting LLP, and considered publicly available director compensation data from the companies in our peer group, as well as other information.

Director Stock Ownership Guidelines

COMPENSATION DISCUSSION AND ANALYSIS

~~This section provides information~~The following Compensation Discussion and ~~perspective regarding~~Analysis describes our executive compensation ~~program~~philosophy and ~~decisions for~~programs as established by our ~~executive officers generally~~Compensation Committee. Our Compensation Discussion and ~~more specifically, for our named executive officers identified below.~~Analysis is presented in the following sections:



Executive Summary	30
~~Name~~ Our Compensation Philosophy		~~Title~~ 33
Compensation Best Practices		35
~~Michael L. Scudder~~ Compensation Procedures		~~President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of First Midwest Bank~~ 36
How We Measure Company Performance		36
~~Mark G. Sander~~ Peer Group		~~Senior Executive Vice President and Chief Operating Officer of the Company and President and Chief Operating Officer of First Midwest Bank~~ 37
How We Measure Individual Performance		38
~~Paul F. Clemens~~ Internal Pay Considerations		~~Executive Vice President and Chief Financial Officer of the Company and First Midwest Bank~~ 38
Principal Elements of Our Executive Compensation Program in 2015		39
~~Victor P. Carapella~~ Stock Ownership Guidelines		~~Executive Vice President and Director of Commercial Banking of First Midwest Bank~~ 47
Clawback, Anti-Pledging, Anti-Hedging and Other Policies		47
~~Thomas M. Prame~~ Risk Assessment of Executive Compensation Program	47
Tax Considerations	47
Employment and Restrictive Covenant Agreements with Our Executive ~~Vice President and Director of Retail Banking of First Midwest Bank~~Officers	48

Our Compensation Committee also annually reviews the risks and rewards associated with each element of our executive compensation program to assure that the program does not encourage our executive officers to take excessive risks to enhance their compensation.

~~2014~~Pay-for-Performance

long-term value for our stockholders. Our performance goals are centered around our business and financial plans, which we believe will not encourage undue risk taking or imprudent actions by our executive officers to achieve these goals.

Earnings Growth. Increased earnings per share by ~~14%~~10% over ~~2013, after~~2014, excluding acquisition and integration related expenses from our ongoing M&A activity and ~~other uncommon events from both periods.~~a non-cash property valuation adjustment in the fourth quarter of 2015.

Strong Total Stockholder Return. Our TSR for 2015 was 9.9%, as compared to 3.2% for our peer group and 8.7% for the NASDAQ Banks Index.

Increased Dividends. Increased our quarterly cash dividend in 2015 to $.09 per share, representing a 12.5% increase from 2014.

Solid Return on Average Tangible Common Equity. Our return on average tangible common equity. excluding certain significant transactions, improved to 11.2%, reflecting an 80 basis point increase compared to 2014.

Record Total Assets. Our total assets increased to a record $9.7 billion at the end of 2015, representing a 3% increase from 2014 and an 18% increase since 2013.

Continued Loan Growth ~~and Diversification~~.Grew total loans (excluding covered loans) by ~~$1.1 billion, or 19%, corporate loans by $915~~$474 million, or ~~19%, and consumer loans by $163 million, or 22%~~over 7%, from

December 31, ~~2013 levels, while at the same time continuing to diversify the asset and geographical mix of our~~2014. Our corporate loan ~~portfolio.~~portfolio has grown by 34% since 2012.

Growth of ~~Assets Under~~Wealth Management Business. ~~Increased~~ Continued growth of assets under management ~~by $544~~to $7.5 billion, an increase of $207 million, or 8%nearly 3%, ~~to approximately $7.2 billion, making our wealth management group the third largest in terms~~from December 31, 2014. We added another $700 million of ~~trust fees generated and fourth largest in terms of trust~~ assets under management ~~among banks headquartered~~ in ~~Illinois.~~March 2016 when we acquired The National Bank & Trust Company of Sycamore.

~~Increased~~Continued Growth of Fee-Based ~~Revenue~~Revenues.Grew total fee-based revenue by ~~4.5%~~over 15% compared to ~~$111 million, including 10% and 12% growth in wealth management and card-based fees, respectively, from 2013.~~2014, with fee-based revenues now representing nearly 30% of total revenue.

Continued Improvement of Asset Quality.Significantly improved our asset quality, with ~~nonperforming~~non-performing assets, excluding covered loans and covered OREO, decreasing by ~~26%~~33% to ~~$89 million, or 1.5%~~$62 million. Non-performing assets, excluding covered loans and covered OREO, represented 0.86% of total loans plus OREO ~~the lowest level since 2007.~~

~~Completed Three Acquisitions~~.~~Completed two bank acquisitions, adding $1.2 billion in deposits, $800 million in loans, 20 locations and over 27,000 households~~ as ~~new clients. We also acquired a leasing company, which added equipment leasing~~of December 31, 2015 compared to ~~our commercial product offerings and thereby expanded our commercial lending and fee generation opportunities for the future. We had total assets~~1.37% as of ~~approximately $9.4 billion at~~ December 31, 2014.

~~Increased Dividends. Paid dividends~~

Well Capitalized. Maintained regulatory capital ratios significantly above the minimums for “well capitalized” institutions. ~~For example,~~ Tier 1 capital to risk-weighted assets of First Midwest Bank was ~~11.32%~~10.13% at December 31, ~~2014~~2015 (regulatory minimum for being well-capitalized is ~~6.0%~~8.0%).

M&A Activity. Completed the acquisition of The Peoples’ Bank of Arlington Heights, adding two locations and approximately $110 million in assets. We completed and integrated this transaction within eleven weeks from public announcement. We also announced in November 2015 the acquisition of The National Bank & Trust Company of Sycamore, with ten locations, almost $700 million in assets and another $700 million in trust assets under management. We completed and integrated this transaction in March 2016, within four months from public announcement.

Enhanced Consumer Banking Channels.In 2015, we continued to invest in and enhance our digital channels to respond to technological advancements and evolving consumer preferences for banking products and services. Today, nearly 60% of our consumer clients use non-branch channels, such as online, mobile and call center banking, to conduct transactions. Over one-third of all consumer loan applications in 2015 were initiated either online or through our call center.

National Recognition.Recognized by J.D. Power as having the “Highest Customer Satisfaction with Retail Banking in the ~~Midwest”~~Midwest, Two Years in a Row”* according to the J.D. Power 2014 and 2015 Retail Banking Satisfaction ~~Study~~Studies^SM. This was the third time in five years that we received this award.

Building the Highest Quality Team of Colleagues. In 2015, we welcomed Michelle Hoskins as Executive Vice President and Chief Human Resources Officer. We also welcomed Jo Ann Boylan in late 2015 as part of her planned succession to Executive Vice President and Chief Information and Operations Officer on April 1, 2016. We also welcomed a number of additional colleagues throughout the year, both through organic growth and M&A activity.

* First Midwest Bank received the highest numerical score among retail banks in the Midwest region in the proprietary J.D. Power 2014 and 2015 Retail Banking Satisfaction ~~Study~~Studies^SM. The ~~Study~~2015 study is based on ~~80,445~~82,030 total responses measuring 2120 providers in the Midwest region (Iowa, Illinois, Kansas, Minnesota, Missouri ~~Minnesota,~~ and Wisconsin) and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed ~~January 2014. Individual~~April 2014 – February 2015. Your experiences may vary. Visit ~~JDPower.com.~~jdpower.com.

Total Stockholder Return

In addition to the achievements noted above, we built long-term stockholder value in 2015. Below is our one-, three- and five-year total stockholder return as compared to our peer group and the NASDAQ Banks index:

Stockholder Say-on-Pay Vote in 2015

Double Trigger Vesting for Equity Awards

Our Compensation Philosophy

performance goals established by the Compensation Committee at the beginning of each performance period. As such, a significant portion of the compensation of our executive officers (including our named executive officers) is at-risk compensation, with the amount of compensation that can be earned tied to the attainment of pre-determined performance goals and the long-term value of our Common Stock. Our Compensation Committee also believes that our compensation program must be market competitive to attract and retain skilled and motivated executives who can successfully manage and grow our business. Adherence to this philosophy forms the overall premise for our executive compensation program and is based on the compensation principles set forth below.




		Executive compensation should be performance-based and reward achievement of corporate objectives. .

A significant portion of executive compensation should be in the form of equity awards that encourage long-term value creation for stockholders. .

~~Executive compensation should reflect an appropriate balance between~~




		Executive compensation should reflect an appropriate balance of fixed, incentive and at-risk equity compensation. .




		Executive compensation should be market-competitive. .




		Executive compensation should have a retention effect. .




		Executive compensation should not encourage excessive risk-taking. .

Compensation Best Practices

The Compensation Committee considers various compensation and corporate governance best practices when making executive compensation decisions, including the following:

~~Pay for Performance~~. Performance-based cash and equity awards constitute a significant portion of the compensation package of our named executive officers. In 2014, approximately two-thirds of the total direct compensation (base salary, annual cash incentive and long-term incentive) paid to each of our Chief Executive Officer and our Chief Operating Officer was performance-based or tied to the value of our Common Stock.

~~Performance Goals Support Strategic Objectives~~. Our short-term and long-term performance goals require superior corporate performance to receive target payout levels and are in furtherance of strategic and operating objectives that we believe will create long-term value for our stockholders. In addition, our performance goals are centered around our business and financial plans, which we believe will not encourage undue risk taking or imprudent actions by our executive officers outside of the risk contemplated by these plans.

~~Stockholder Say-on-Pay Vote in 2014~~. Our Compensation Committee reviews the annual advisory vote on executive compensation when designing our executive compensation program and setting executive compensation levels. With respect to compensation decisions in 2014 (and in 2015), the Compensation Committee considered the say-on-pay approval by 93% of the votes cast at our 2014 annual meeting of stockholders. This represents an increase from the 92% of the votes cast in favor of our say-on-pay proposal at the 2013 annual meeting and 88% of the votes cast in favor in 2012. The Compensation Committee believes that these vote results confirmed that our stockholders are in agreement with our approach to executive compensation. Our Compensation Committee intends to consider the results from

~~this year, and future advisory votes, when determining the design and amounts provided under our executive compensation program.~~

~~Double Trigger for Severance Upon a Change-in-Control~~. The employment agreements with our named executive officers include a “double trigger” provision that requires a change-in-control of the Company and an involuntary termination of the named executive officer’s employment (including a resignation for good reason) before the executive is entitled to receive enhanced severance benefits.

~~Use of Total Stockholder Return as External Metric~~. We believe it is desirable to use both external and internal metrics to measure our corporate performance. For the performance share awards that we granted in 2014 (and again in 2015), one half of these awards utilize relative total stockholder return as the external metric to determine if these awards will be earned during the three-year performance period. To balance risk and enhance retention, a two-year continued service vesting period follows the three-year performance period.

~~No Dividends Paid on Equity Awards Prior to Vesting. We do not pay dividends on any performance shares or restricted stock awards to our executive officers (including our named executive officers) before the awards have been earned and vested.~~

~~Anti-Pledging and Anti-Hedging Policy. We have a policy that prohibits all of our employees, including our named executive officers, from pledging, hedging or selling short shares of our Common Stock.~~

~~Stock Ownership Guidelines. We maintain robust stock ownership guidelines for our executive officers to further align the interests of our executive officers and our stockholders.~~

~~Independent Compensation Consultant. The Compensation Committee meets with and regularly obtains advice from an independent compensation consultant on our executive compensation program.~~

~~No Tax Gross-ups~~. Our employment agreements with our named executive officers do not require the Company to pay the executive a tax gross-up in the event the officer incurs an excise tax from severance benefits paid following a change-in-control.

~~Clawback of Compensation~~. We have clawback provisions in the employment agreements with our executive officers (including our named executive officers) that allow us to recover cash bonuses and other incentive compensation under certain circumstances.

~~Limited Perquisites. Perquisites represent an immaterial portion of our executive compensation.~~

~~Protective Covenants~~. Our executive and other senior officers must sign agreements requiring them to comply with confidentiality and non-solicitation covenants with the Company as a condition to receiving equity and short-term incentive cash awards.

~~Compensation Risk Assessment~~. Our Compensation Committee conducts an annual risk assessment of our executive compensation program to confirm that our program does not encourage our executive officers to take excessive or imprudent risks to enhance their compensation.

~~No Share Recycling~~. Our Omnibus Stock and Incentive Plan does not permit recycling of shares tendered in payment of an option exercise price or the recycling of shares withheld to satisfy tax withholding obligations. As such, these shares are not available for future awards under the plan.

~~No Stock Option Repricing~~. Our Omnibus Stock and Incentive Plan prohibits repricing of stock options and stock appreciation rights, as well as cash buyouts of underwater stock options and exchanges of underwater stock options for new stock options having a lower exercise price, without stockholder approval.

~~Minimum Vesting Periods~~. To reinforce the long-term focus of equity awards, our Omnibus Stock and Incentive Plan provides that awards of stock options, stock appreciation rights and restricted stock must have a period of not less than three years for full vesting to occur, subject to certain limited exceptions set forth in the plan. Our performance share awards have three-year performance periods and, if earned, are followed by two-year full vesting periods.

Compensation Procedures

How We Measure Company Performance

period will be compared to total stockholder returns of our peer group for the same period. With respect to the internal metric, the Company’s core return on average tangible common equity for a three-year performance period will be measured against predetermined return on average tangible common equity goals for the same period. Performance shares may be earned based on the level that the metrics are achieved and, if earned, the shares will vest in full following an additional two-year vesting period.

For ~~2014,~~2015, our peer group consisted of 21 companies:

~~Asset Size as of 12/31/2013~~



Name of Institution	Asset Size as of 12/31/2014 (Dollars in Billions)		Location
First Midwest Bancorp, Inc.	$	9.4	Itasca, IL
1st Source Corporation	4.8		South Bend, IN
Chemical Financial Corporation	7.3		Midland, MI
Community Bank System, Inc.	7.5		DeWitt, NY
First Commonwealth Financial Corporation	6.4		Indiana, PA
First Financial Bancorp.	7.2		Cincinnati, OH
First Merchants Corporation	5.8		Muncie, IN
F.N.B. Corporation	16.1		Pittsburgh, PA
MB Financial, Inc.	14.6		Chicago, IL
Old National Bancorp	11.6		Evansville, IN
Park National Corporation	7.0		Newark, OH
Pinnacle Financial Partners, Inc.	6.0		Nashville, TN
PrivateBancorp, Inc.	15.6		Chicago, IL
Provident Financial Services, Inc.	8.5		Jersey City, NJ
Texas Capital Bancshares, Inc.	15.9		Dallas, TX
Trustmark Corporation	12.3		Jackson, MS
UMB Financial Corporation	17.5		Kansas City, MO
Umpqua Holdings Corporation	22.6		Portland, OR
United Bankshares, Inc.	12.3		Charleston, WV
Valley National Bancorp	18.8		Wayne, NJ
WesBanco, Inc.	6.3		Wheeling, WV
Wintrust Financial Corporation	20.0		Rosemont, IL
Median	$	11.6

~~(Dollars in Billions)~~

How We Measure Individual Performance

Internal Pay Considerations

the median of the relationship of CEO compensation to executive officers within our peer group. The Committee uses this information as another point of reference in its compensation decisions.

Principal Elements of Our Executive Compensation Program in ~~2014~~2015

This section provides information and perspective regarding our 2015 executive compensation program and decisions for our executive officers generally and, more specifically, for our named executive officers identified below:

In ~~2014,~~2015, the percentages of each element of total direct compensation ~~(excluding the supplemental merger and acquisition award described below)~~ paid to our ~~named executive officers~~Chief Executive Officer and Chief Operating Officer were as follows:

Annual Cash Incentive Compensation

our named executive officers to attain corporate financial performance goals that the Compensation Committee believes are consistent with the strategies established for the Company.

Company Performance. Annually, the Compensation Committee selects the corporate financial performance goals for the fiscal year and the weighting for the goals selected. Awards for our named executive officers and our other executive officers are weighted ~~heavier~~more toward Company financial performance than individual performance.

Individual Performance. Individual performance is based on the achievement of objectives that were established for the named executive officer at the beginning of the year and that are specific to the

individual’s responsibilities and position within the Company. An annual ~~assessment~~evaluation of each named executive officer’s performance results in an individual performance rating for the officer for the year.

The allocation between Company performance and individual performance, and the target award expressed as a percentage of base salary, for our named executive officers in ~~2014 was~~2015 were as follows:

Percentage of Base Salary)

The range of performance and possible payout (as a percentage of base salary) for each metric were as follows:



Metric	Performance Range
Metric	Threshold	Target	Maximum

Core Net Income	$73.5 million	$91.9 million	$101.0 million
Payout (% of Target)	50%	100%	175%

Non-Performing Assets	1.75%	1.40%	1.15%
Payout (% of Target)	50%	100%	175%

Performing Potential Problem Loans	4.95%	4.36%	3.50%
Payout (% of Target)	50%	100%	175%

In ~~2014,~~2015, the calculation of the annual cash incentive compensation payouts allocated to Company performance for our named executive officers was determined as follows:

Based on the Company’s performance and the individual performance rating of each named executive officer, the Compensation Committee approved the following cash bonus awards under our annual cash incentive compensation program for ~~2014:~~2015:

$49,652, of which $20,015 was paid in cash and $29,637 was paid in restricted stock; Paul F. Clemens – $25,424, of which $9,898 was paid in cash and $15,526 was paid in restricted stock; Victor P. Carapella – $17,150, of which $6,856 was paid in cash and $10,294 was paid in restricted stock units; and Thomas M. Prame – $24,607, of which $9,839 was paid in cash and $14,768 was paid in restricted stock. The restricted stock or restricted stock unit component of the award is subject to a three-year continued service vesting period and was issued under our Omnibus Stock and Incentive Plan.strong credit quality.

Long-Term ~~Incentive~~At-Risk Equity Compensation

In February ~~2014,~~2015, our Compensation Committee granted performance share award opportunities to our named executive officers as follows:

Conclusion of 2013-2015 Performance Period. In 2013, our named executive officers were awarded performance shares subject to a three-year performance period that concluded December 31, 2015. As with the performance shares awarded in February 2015 (but with the threshold, target and maximum percentages for the core return on average tangible common equity metric being higher than 2013 levels), the performance metrics applicable to the performance shares awarded in 2013 were total stockholder return relative to the Company’s peer group and core return on the Company’s average tangible common equity, each weighted 50%. The range of performance and possible payout for each metric were as follows:

In February 2016, based on the Company’s performance during the 2013-2015 performance period, our Compensation Committee certified the Company’s performance applicable to the 2013 performance shares as follows:



Performance Goal	2013-2015 Actual Performance	Payout as a Percentage of Target	Weighted Payout Percentage
Relative Total Stockholder Return (50%)	57^th Percentile	113.0%	56.5%
CRATCE (50%)	10.22%	36.0%	18.0%
Total Percentage Earned			74.5%

Accordingly, subject to applicable vesting provisions, as described above, our named executive officers will earn their 2013 performance share awards as follows:



Named Executive Officer	Number of 2013 Performance Shares at Target	Performance Shares Actually Earned
Michael L. Scudder	36,449	27,152
Mark G. Sander	24,284	18,089
Paul F. Clemens	7,105	5,291
Thomas M. Prame	4,550	3,386
Kent S. Belasco	3,991	2,971

would be paid on the restricted stock and the Common Stock underlying restricted stock units, but the accrued, unpaid dividends on the unvested shares or units are not paid to the named executive officer unless the underlying shares vest.

In ~~2014,~~2015, our Compensation Committee granted restricted stock or restricted stock unit award opportunities to our named executive officers as follows:

Restricted Stock/Unit Award Opportunity (Expressed as a Percentage of

Retirement and Other Welfare Benefits

Our retirement plans constitute our 401(k) Plan, Pension Plan and Deferred Compensation Plan. Executive officers are eligible to participate in these plans on the same basis as other employees in accordance with the terms of the plans.

Stock Ownership Guidelines

We maintain stock ownership guidelines for our executive officers. The purpose of these guidelines is to further align the interests of our management team and our stockholders. Under the guidelines, our named executive officers are encouraged to hold shares of Common Stock as follows:



Date and Time:	May ~~20, 2015~~18, 2016 at 9:00 a.m., Central time.

Place:	Westin ~~Chicago Northwest~~Lombard Yorktown Center Hotel, ~~400 Park Boulevard, Itasca,~~70 Yorktown Center, Lombard, Illinois ~~60143.~~60148.

Items of Business:	Ÿ w	To elect as directors the ~~five~~three nominees identified in the attached Proxy Statement, each to serve for a three-year term expiring at the Company’s ~~2018~~2019 annual meeting of stockholders.

	Ÿ w	To approve an advisory (non-binding) resolution regarding the compensation paid in ~~2014~~2015 to the Company’s named executive officers.

	Ÿ w	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2015.~~2016.

	Ÿ w	To transact such other business as may properly come before the Annual Meeting.

Record Date:	You are entitled to vote at the ~~annual meeting of stockholders~~Annual Meeting only if you owned shares of First Midwest Bancorp, Inc. common stock at the close of business on March ~~27, 2015,~~25, 2016, which is the record date for the ~~annual meeting.~~Annual Meeting.

Proxy Voting:	It is important that your shares be represented and voted at the ~~annual meeting of stockholders.~~Annual Meeting. You can vote your shares via the Internet, by telephone or by ~~mail as instructed on the enclosed Proxy Card.~~mail. Voting in any of these ways will not prevent you from attending or voting your shares in person at the ~~annual meeting.~~Annual Meeting. For instructions on how to vote your shares, please see the Questions and Answers section of the Proxy Statement.



INTRODUCTION AND SUMMARY		1

QUESTIONS AND ANSWERS		34

ITEM	1—ELECTION OF DIRECTORS	8

ITEM	2—APPROVAL OF AN ADVISORY (NON-BINDING) RESOLUTION REGARDING THE COMPENSATION PAID IN ~~2014~~2015 TO THE COMPANY'S NAMED EXECUTIVE OFFICERS	17

ITEM	3—RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18

CORPORATE GOVERNANCE AT FIRST MIDWEST		19
	Corporate Governance Guidelines and Committee Charters	19
	Code of Ethics and Standards of Conduct	19
	Board Leadership and Structure	1920
	Risk Oversight	20
	Meetings	2021
	Board Committees	21
	Board and Committee Self-Evaluations	23
	Related Person Transactions	23
	Compensation Committee Interlocks and Insider Participation	2324
	Stockholder Communication with Directors	2324

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT		2425

DIRECTOR COMPENSATION		2627

COMPENSATION DISCUSSION AND ANALYSIS		2930
	Executive Summary	2930
	Our Compensation Philosophy	3033
	Compensation Best Practices	3135
	Compensation Procedures	3336
	How We Measure Company Performance	3336
	Peer Group	3437
	How We Measure Individual Performance	3538
	Internal Pay Considerations	3538
	Principal Elements of Our Executive Compensation Program in ~~2014~~2015	3539
	Stock Ownership Guidelines	4147
	Clawback, Anti-Pledging, Anti-Hedging and Other Policies	4147
	Risk Assessment of Executive Compensation Program	4247
	Tax Considerations	4247
	Employment and Restrictive Covenant Agreements with Our Executive Officers	4248

EXECUTIVE COMPENSATION TABLES		4349
	~~2014~~2015 Summary Compensation Table	4349
	~~2014~~2015 Grants of Plan-Based Awards Table	4551
	2015 Outstanding Equity Awards at Fiscal Year-End ~~2014~~ Table	4652
	~~2014~~2015 Option Exercises and Stock Vested Table	4753
	Pension Benefits	4753
	2015 Pension Benefits Table	54
	Non-Qualified Deferred Compensation	4854
	~~2014~~2015 Non-Qualified Deferred Compensation Table	4955
	Potential Payments Upon Termination or Change-in-Control	4955

COMPENSATION COMMITTEE REPORT		5359

AUDIT COMMITTEE REPORT		5460

OTHER MATTERS		5561



~~Time~~Date and ~~Date:~~Time:	May ~~20, 2015~~18, 2016 at 9:00 a.m., Central time

Place:	Westin ~~Chicago Northwest~~Lombard Yorktown Center Hotel, ~~400 Park Boulevard, Itasca,~~70 Yorktown Center, Lombard, Illinois ~~60143~~60148

Record Date:	March ~~27, 2015~~25, 2016



Term			Meaning

401(k) Plan			First Midwest Bancorp, Inc. Savings and Profit Sharing Plan, as amended

Annual Meeting			~~2015~~2016 Annual Meeting of Stockholders of First Midwest Bancorp, Inc.

Board of Directors or Board			Board of Directors of First Midwest Bancorp, Inc.

By-Laws			Amended and Restated By-Laws of First Midwest Bancorp, Inc., as amended

Certificate of Incorporation			Restated Certificate of Incorporation of First Midwest Bancorp, Inc., as amended



Common Stock			Common Stock, $0.01 par value, of First Midwest Bancorp, Inc.

Company, we, us or our			First Midwest Bancorp, Inc.

Deferred Compensation Plan			First Midwest Bancorp, Inc. Nonqualified Retirement Plan, as amended

Exchange Act			Securities Exchange Act of 1934, as amended

First Midwest Bank or Bank			First Midwest Bank, which is a wholly-owned subsidiary of First Midwest Bancorp, Inc.

Form 10-K			First Midwest Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015

Gain Deferral Plan			First Midwest Bancorp, Inc. Stock Option Gain Deferral Plan, as amended

Internal Revenue Code			Internal Revenue Code of 1986, as amended

M&A			Mergers and acquisitions

Named executive officers			Executive officers named in the Summary Compensation Table contained in this Proxy Statement

Non-Employee Directors Stock Plan			First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan, as amended

Notice			The Notice of Annual Meeting of Stockholders that accompanies this Proxy Statement

Omnibus Stock and Incentive Plan			First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, as amended

Pension Plan			First Midwest Bancorp, Inc. Consolidated Pension Plan, as amended

Proxy Card			The form of proxy card or voting instruction form that accompanies this Proxy Statement

Proxy Statement			This proxy statement

Record Date			March ~~27, 2015~~25, 2016

SEC			United States Securities and Exchange Commission

TSR			Total stockholder return



	Sincerely,

	Michael L. Scudder
	President and Chief Executive Officer



Items ~~to be Considered~~of Business			Board of Directors Vote Recommendation

Election of Directors			FOR

Approval of an Advisory (Non-Binding) Resolution Regarding the Compensation Paid in ~~2014~~2015 to the Company’s Named Executive Officers			FOR

Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm			FOR



Item	Type	Effect of Abstentions and Broker Non-Votes

Election of Directors	Non-Routine	Broker non-votes and votes to ABSTAIN are not treated as a “vote cast” with respect to the election of a director, and thus will have no effect on the outcome of the vote.

Approval of an Advisory (Non-Binding) Resolution Regarding the Compensation Paid in ~~2014~~2015 to the Company’s Named Executive Officers	Non-Routine	Broker non-votes will have no effect on the outcome of the vote on this ~~Item.~~item. Votes to ABSTAIN are treated as “votes cast” and will have the effect of a vote AGAINST this ~~Item.~~item.

Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm	Routine	Broker non-votes are not expected to exist because brokers have discretionary authority to vote on this ~~Item.~~item. Votes to ABSTAIN are treated as “votes cast” and will have the effect of a vote AGAINST this ~~Item.~~item.


(1)	Includes fees and expenses for the audit of the Company’s annual financial statements, internal control over financial reporting and review of financial statements included in the Company’s quarterly reports filed with the SEC, ~~and~~as well as other services normally provided by an independent auditor in connection with statutory and regulatory filings or engagements.


(2)	Includes ~~$182,600 attributable to work performed by Ernst & Young LLP for the Company’s annual audit related to the Company’s three acquisitions completed in 2014.~~


~~(3)~~	~~Includes~~ fees related to the audits of the Company’s benefit plans.


~~(4)~~(3)	Includes fees related to assistance with routine audits and tax planning, consulting and compliance services.


(1)	Mr. Sterling’s term as a director will expire at the Annual Meeting on May 18, 2016 and he will not stand for re-election.


(3)	Includes the following shares of Common Stock held through the Company’s 401(k) Plan: Michael L. Scudder, ~~7,959~~8,283 shares; Mark G. Sander, ~~346~~353 shares; Paul F. Clemens, ~~1,099~~1,120 shares; ~~Victor P. Carapella, 26,472 shares; and~~ Thomas M. Prame, 7981 shares; and Kent S. Belasco, 6,287 shares.


(5)	For Kent S. Belasco, includes 1,980 performance shares payable in shares of Common Stock that have been earned but are subject to future vesting conditions and that could vest within 60 days after March 25, 2016 under the terms of the applicable award agreements.


*	Less than 1%.


(6)	Includes 98 shares of Common Stock owned by Lewis University to which Br. James Gaffney disclaims beneficial ownership.


Name and Address of Beneficial Owner	Number of Shares	Percent of Class		Number of Shares	Percent of Class

BlackRock, Inc.⁽¹⁾	6,454,522	8.6	%	7,637,527	9.8	%
55 East 52nd Street New York, NY 10022
55 East 52nd Street New York, NY 10055

Dimensional Fund Advisors LP⁽²⁾	5,045,147	6.7	%	6,001,619	7.7	%
Building One 6300 Bee Cave Road Austin, TX 78746

The Vanguard Group⁽³⁾	4,901,190	6.5	%	5,730,349	7.4	%
100 Vanguard Blvd. Malvern, PA 19355
100 Vanguard Boulevard Malvern, PA 19355

Wellington Management Group LLP⁽⁴⁾	4,263,146	5.7%		4,486,461	5.8	%
c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210


(1)	This information is based solely on a Schedule 13G/A filed with the SEC on January ~~22, 2015~~26, 2016 by BlackRock, Inc., which reported sole voting power as to ~~6,278,572~~7,391,475 shares and sole dispositive power as to ~~6,454,522~~7,637,527 shares as of December 31, ~~2014.~~2015.



2014 Cash Component			2014 Equity Component
Description	Amount

An annual fixed retainer for each non-employee director	$	40,000	The aggregate dollar value of the equity component of our non-employee director compensation was $42,000 for each director. The number of shares issued was calculated by taking that dollar value and then dividing by $16.078, the average of the high and low price of our Common Stock on the date of grant in 2014 as reported by the NASDAQ Stock Market. These awards were issued under the Non-Employee Directors Stock Plan. This equity component consists of restricted Common Stock that has a one-year vesting requirement.

An additional annual fixed retainer for the Committee Chairs (excluding the Advisory Committee Chair)	$	10,000

An additional annual fixed retainer for each member of the Audit Committee (excluding the Audit Committee Chair)	$	4,000

An additional annual fixed retainer for the Board Chair	$	100,000


(1)	A director may elect to receive the stock component of his or her director compensation in cash.


~~(1)~~	~~Includes amounts deferred at the election of the directors pursuant to our Deferred Compensation Plan.~~


~~(3)~~	The aggregate number of unexercised stock options outstanding as of December 31, 2014 issued to non-employee directors is as follows: John F. Chlebowski, Jr., 6,586; Br. James Gaffney, 9,286; Patrick J. McDonnell, 9,286; Robert P. O’Meara, 9,174; Ellen A. Rudnick, 10,653; John L. Sterling, 9,286; and J. Stephen Vanderwoude, 9,286.


~~(4)~~	~~The Company does not maintain a non-equity incentive plan or pension plan for directors.~~


~~(6)~~	~~Br. James Gaffney has elected not to receive any compensation for his service on the Board of Directors.~~


~~(7)~~	~~Robert P. O’Meara receives a cash payment of $42,000~~ in lieu of the equity component of his director compensation because of his significant existing holdings of our Common Stock. Included in Mr. O’Meara’s director compensation are director fees paid to him as a non-employee director of First Midwest Bank.


(1)	Includes amounts deferred at the election of the directors pursuant to our Deferred Compensation Plan.


(4)	The Company does not maintain a non-equity incentive plan or pension plan for directors.


(5)	The amount for Robert P. O’Meara includes payments made on his behalf under a Retirement and Consulting Agreement between the Company and Mr. O’Meara. The amount for Ellen A. Rudnick represents the amount paid under our matching gift donation program to eligible educational institutions designated by the director.


(6)	Br. James Gaffney has elected not to receive any compensation for his service on the Board of Directors.


(7)	Included in Robert P. O’Meara’s director compensation fees earned or paid in cash are director fees paid to him as a non-employee director of First Midwest Bank.



What We Do		What We Don’t Do
ü	Double Trigger Vesting of Equity Awards Upon a Change-in-Control	û	No Excise Tax Gross-ups
			We do not pay our executives a tax gross-up in the event they incur an excise tax from severance benefits paid following a change-in-control.
	For equity awards made in 2016 and going forward. Requires both a change-in-control of the Company and an involuntary termination of the employee.

		û	No Dividends Paid on Equity Awards Prior to Vesting
		û	No Dividends Paid on Equity Awards Prior to Vesting
ü	Double Trigger for Severance Upon a Change-in-Control		We do not pay dividends on performance shares or restricted stock awards before they are earned and vested.
	Requires both a change-in-control of the Company and an involuntary termination of the employee.
		û	No Share Recycling
			Our Omnibus Stock and Incentive Plan does not permit recycling of shares.

ü	Capped Incentive Payouts
	Payouts under our annual cash incentive compensation and performance-based equity compensation programs are capped at 175% and 200% of target, respectively.
		û	No Stock Option Repricing
			Our Omnibus Stock and Incentive Plan prohibits repricing of stock options and stock appreciation rights, as well as cash buyouts or exchanges of underwater stock options, without stockholder approval.

ü	Clawback of Compensation
	Employment agreements with our executive officers allow us to recover cash bonuses and other incentive compensation under certain circumstances.

		û	No Excessive Perquisites
			Perquisites represent an immaterial portion of our executive compensation.

ü	Anti-Pledging and Anti-Hedging Policy
	Prohibits our executive officers and all other employees from pledging, hedging or selling short shares of our Common Stock.

ü	Stock Ownership Guidelines
	Robust stock ownership guidelines for our executive officers further align their interests with our stockholders’.

ü	Independent Compensation Consultant
	Our Compensation Committee regularly obtains advice from an independent compensation consultant on our executive compensation program.

ü	Minimum Vesting Periods
	Our equity awards have a period of not less than three years for full vesting to occur, with our performance shares having three-year performance periods and, if earned, two-year full vesting periods, subject to certain limited exceptions.

ü	Compensation Risk Assessment
	Our Compensation Committee conducts an annual risk assessment of our executive compensation program.

ü	Protective Covenants
	Our executive officers must comply with confidentiality and non-solicitation covenants as a condition to receiving equity and short-term cash incentive awards.



Name			Title

Michael L. Scudder			President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of First Midwest Bank

Mark G. Sander			Senior Executive Vice President and Chief Operating Officer of the Company and Vice Chairman, President and Chief Operating Officer of First Midwest Bank

Paul F. Clemens			Executive Vice President and Chief Financial Officer of the Company and First Midwest Bank

Thomas M. Prame⁽¹⁾			Executive Vice President and Director of Consumer Banking of First Midwest Bank

Kent S. Belasco⁽²⁾			Executive Vice President and Chief Information and Operations Officer of First Midwest Bank


(1)	In addition to serving as the Director of Consumer Banking, beginning in 2016, Mr. Prame also became the Director of Strategic Planning.


	Target Bonus Opportunity	Performance Weighting		Target Bonus Opportunity	Performance Weighting
Named Executive Officer	(Expressed as a Percentage of Base Salary)	Company Performance	Individual Performance	(Expressed as a Percentage of Base Salary)	Company Performance	Individual Performance
Michael L. Scudder	60%	85%	15%	60%	85%	15%
Mark G. Sander	50%	70%	30%	50%	70%	30%
Paul F. Clemens	40%	70%	30%	40%	70%	30%
Victor P. Carapella	40%	70%	30%
Thomas M. Prame	40%	60%	40%	40%	60%	40%
Kent S. Belasco				40%	60%	40%


Performance Goal	2014 Target	2014 Actual Performance	Payout as a Percentage of Target		Weighted Payout Percentage		2015 Actual Performance	Payout as a Percentage of Target	Weighted Payout Percentage
Core Net Income (75%)	$71.7 million	$68.1 million	87.36	%	65.52	%	$86.1 million	94.00%	70.50%
Non-Performing Assets (17%)	2.00%	1.43%	175.00	%	29.75	%	0.83%	175.00%	29.75%
Performing Potential Problem Loans (8%)	4.50%	4.42%	105.83	%	8.47	%	4.41%	90.00%	7.20%
Total Percentage Earned					103.74	%			107.45%

Relative Total Stockholder Return

Percentile

Payout (% of Target)