X0303 4 2011-02-23 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001199246 SCUDDER MICHAEL L ONE PIERCE PLACE SUITE 1500 ITASCA IL 60143 1 1 President & CEO Common Stock 2011-02-23 4 A 0 46603 0 A 178371 D Common Stock 770 I By IRA Common Stock 8916 I By NQ Stock Option Gain Deferral Plan Common Stock 6426 I By Profit Sharing Plan Trust Common Stock 14602 I By Trust Long Term Incentive Compensation Restricted Stock Awards (RSAs) granted pursuant to the Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan. The number of shares represented by this award was determined by dividing the dollar value of the award granted to the Reporting Person by $12.07 (the average high and low sale price of one share of the Company's Common Stock on the date of grant). This award will vest in two equal installments, specifically on the second and third anniversaries of the date of grant. Between February 16, 2011 and February 25, 2011 the reporting person acquired 39 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated February 17, 2011. Andrea L. Stangl, Attorney-in-fact for Michael L. Scudder 2011-02-25