X0202 4 2004-07-15 0 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001199256 EDWARDS O RALPH 300 PARK BOULEVARD, SUITE 405 ITASCA IL 60143 1 0 0 0 Phantom Stock under NQ Deferred Comp. Plan 0.0000 2004-07-15 4 A 0 303 34.6700 A Common Stock 303 7907 D Shares of phantom stock in the NQ Deferred Compensation Plan have a 1-for-1 conversion ratio. Shares of phantom stock in the NQ Deferred Compensation Plan are exercisable immediately. Shares of phantom stock in the NQ Deferred Compensation Plan are payable in cash following the termination of the reporting person's services as a director of First Midwest Bancorp, Inc. Between February 25, 2004 and July 16, 2004 the reporting person acquired 47 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. NQ Deferred Compensation Plan. The information in this report is based on a plan statement dated April 21, 2004. By: Andrea L. Stangl, Attorney-in-fact for 2004-07-16