Summary of FIRST MIDWEST BANCORP INC

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion presented below provides an analysis of our results of operations and financial condition for the quarters ended September 30, 2009 and 2008. When we use the terms "First Midwest," the "Company," "we," "us," and "our," we mean First Midwest Bancorp, Inc., a Delaware Corporation, and its consolidated subsidiaries. When we use the term "Bank," we are referring to our wholly-owned banking subsidiary, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes presented elsewhere in this report, as well as in our 2008 Annual Report on Form 10-K ("2008 10-K"). Results of operations for the quarter and nine months ended September 30, 2009 are not necessarily indicative of results to be expected for the year ending December 31, 2009. Unless otherwise stated, all earnings per common share data included in this section and throughout the remainder of this discussion are presented on a diluted basis.

PERFORMANCE OVERVIEW

General Overview

Our banking network is located primarily in suburban metropolitan Chicago and provides a full range of business and retail banking and trust and advisory services through 93 banking branches, one operational facility, and one dedicated lending office. The primary sources of our revenue are net interest income and fees from financial services provided to customers. Business volumes tend to be influenced by overall economic factors including market interest rates, business spending, consumer confidence, and competitive conditions within the marketplace.

Third Quarter and Nine-Month Periods Ended September 30, 2009 and 2008

                                    Table 1
                          Selected Financial Data (1)
              (Dollar amounts in thousands, except per share data)

                              Quarters Ended                       Nine Months Ended
                               September 30,                         September 30,
                             2009         2008      % Change      2009          2008       % Change
Operating Results
Interest income           $   82,762   $  101,486     (18.4)   $   259,381   $   311,274     (16.7)
Interest expense              21,781       38,728     (43.8)        73,790       129,690     (43.1)
  Net interest income         60,981       62,758      (2.8)       185,591       181,584        2.2
Fee-based revenues            21,846       24,767     (11.8)        63,207        72,058     (12.3)
Other noninterest
income                         2,228          673      231.1         6,175         5,474       12.8
Noninterest expense         (56,640)     (48,436)       16.9     (164,267)     (147,724)       11.2
   Pre-tax earnings,
excluding provision for
loan losses and net
market-
    related gains (2)         28,415       39,762     (28.5)        90,706       111,392     (18.6)
Provision for loan
losses                      (38,000)     (13,029)      191.7     (122,672)      (27,869)      340.2
Gains on securities
sales, net                     4,525           48    9,327.1        26,453         8,641      206.1
Securities impairment
losses                      (11,500)      (1,794)      541.0      (18,571)      (10,037)       85.0
Gains on early
extinguishment of debt        13,991            -          -        13,991             -          -
     (Loss) income
before income
tax benefit (expense)        (2,569)       24,987    (110.3)      (10,093)        82,127    (112.3)
Income tax benefit
(expense)                      5,920        (796)    (843.7)        21,834       (5,901)    (470.0)
    Net income                 3,351       24,191     (86.1)        11,741        76,226     (84.6)
Preferred dividends          (2,567)            -          -       (7,696)             -          -
 Net income applicable
to
non-vested restricted
shares                          (11)         (42)     (73.8)          (54)         (176)     (69.3)
Net income applicable
to common shares          $      773   $   24,149     (96.8)   $     3,991   $    76,050     (94.8)
Diluted earnings per
common share              $     0.02   $     0.50     (96.0)   $      0.08   $      1.57     (94.9)

Table of Contents

                            Quarters Ended                   Nine Months Ended
                             September 30,                     September 30,
                            2009       2008     % Change      2009        2008     % Change
Performance Ratios (1)
Return on average
common equity                0.43%     13.07%                   0.75%     13.77%
Return on average
assets                       0.17%      1.16%                   0.19%      1.24%
Net interest margin -
tax equivalent               3.66%      3.63%                   3.62%      3.58%
Efficiency ratio            59.13%     50.30%                  57.64%     51.97%

(1) All ratios are presented on an annualized basis.
(2) The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practice within the banking industry. As a supplement to GAAP, the Company has provided this non-GAAP performance result. The Company believes that this non-GAAP financial measure is useful because it allows investors to assess the Company's operating performance. Although this non-GAAP financial measure is intended to enhance investors' understanding of the Company's business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP.