FIRST MIDWEST BANCORP INC
S-4/A, 1995-12-19
STATE COMMERCIAL BANKS
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   As filed with the Securities and Exchange Commission on December 19, 1995

                                                     Registration No. 33-62581


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                   

                                POST-EFFECTIVE
                                Amendment No. 1
                                      On
                                   Form S-8
                                      To
                                   Form S-4
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933*

                                                

                          First Midwest Bancorp, Inc.
            (Exact name of registrant as specified in its charter)

   DELAWARE                                            36-3161078
(State of Incorporation)                    (I.R.S. Employer Identification
Number)

                              300 Park Boulevard
                                   Suite 405
                                 P.O. Box 459
                         Itasca, Illinois  60143-0459
                   (Address of Principal Executive Offices)

             CF BANCORP, INC. 1992 STOCK OPTION AND INCENTIVE PLAN
                             (Full Title of Plan)

                             DONALD J. SWISTOWICZ
                           Executive Vice President
                              300 Park Boulevard
                                   Suite 405
                                 P.O. Box 459
                         Itasca, Illinois  60143-0459
                                (708) 875-7460

               (Name, address, including zip code, and telephone
              number, including area code, of agent for service)

                                              

  *    Filed as Post-Effective Amendment No. 1 on Form S-8 to the Registrant's
Registration Statement on Form S-4 (Registration No. 33-62581) pursuant to the
procedure described herein.   See "INTRODUCTORY STATEMENT NOT FORMING  PART OF
THE PROSPECTUS".

           INTRODUCTORY STATEMENT NOT FORMING PART OF THE PROSPECTUS

   An Agreement  and Plan  of Merger  (the "Agreement"),  dated as of  May 31,
1995, was entered  into by and between First Midwest  Bancorp, Inc. a Delaware
corporation ("First Midwest"  or the  "Registrant"), and CF  Bancorp, Inc.,  a
Delaware corporation  ("CF").  Pursuant  to the Agreement, CF  will merge with
and into First  Midwest, the separate existence of CF  will cease and Citizens
Federal Savings Bank ("Citizens Federal"), a wholly owned subsidiary of CF and
its principal asset, will  become a wholly owned  subsidiary of First  Midwest
(the "Merger").


   As a result of  the Merger, First Midwest  will become the successor issuer
to CF,  which, prior to  the Merger, had  been a  reporting company under  the
Securities Exchange  Act of 1934.  Pursuant to the Agreement, at the effective
time of the Merger, First Midwest  will assume all obligations associated with
the CF Bancorp,  Inc. 1992 Stock Option and Incentive  Plan ("CF Option Plan")
pursuant to  which First Midwest  may issue  after the effective  time of  the
Merger up to 99,346  shares of common stock, no par value per share, including
the associated Preferred Share  Purchase Rights ("First Midwest Stock"),  upon
exercise of  stock options granted and  outstanding at the time  of the Merger
under the CF Option Plan.

   Prior  to the effective time of the Merger, the  shares of CF common stock,
$.01  par value,  issuable upon  exercise of stock  options granted  under the
predecessor to the  CF Option Plan were  covered by an  effective Registration
Statement on Form S-8 (Registration No. 33-56542).  The 99,346 shares of First
Midwest Stock which may be issued upon exercise of stock options granted under
the CF Option Plan are covered  by an effective Registration Statement on Form
S-4 (Registration No. 33-62581) which was declared effective by the Securities
and Exchange Commission on October 5, 1995 (the "S-4 Registration Statement").
First  Midwest hereby  amends the  S-4 Registration  Statement by  filing this
Post-Effective Amendment No. 1 on Form S-8 with respect to the shares of First
Midwest  Stock issuable upon  exercise of stock  options granted  under the CF
Option Plan.

                                    PART 1

                   INFORMATION REQUIRED IN THE SECTION 10(A)

                                  PROSPECTUS

Note:  The documents containing  the information required by this section will
       be given to  employees participating in the CF Option  Plan and are not
       required to  be filed with the Commission as a part of the Registration
       Statement or as an Exhibit.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents of  the Registrant or First Midwest filed or to
be filed with the Commission are incorporated herein by reference  as of their
respective date:

       (a)First  Midwest's Annual  Report  on Form  10-K  for the  year  ended
December 31, 1994.

       (b)All other reports filed  by First Midwest pursuant to  Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.

       (c)The description  of the no par  value Common Stock  of First Midwest
contained in  First Midwest's Registration Statement on Form S-4 (Registration
No.  33-62581)  filed with  the  Commission  on  September  12, 1995  and  all
amendments  and reports filed  by the Registrant  for the  purpose of updating
such description.

       (d)The description of  the Preferred Share Purchase Rights contained in
First Midwest's Registration Statement  on Form 8-A filed with  the Commission
on November  21, 1995 and all  amendments and reports filed  by the Registrant
for the purpose of updating such description.

       (e)First  Midwest's Current Reports on  Form 8-K filed  on November 21,
1995 and December 1, 1995.

       All documents subsequently  filed by First Midwest pursuant  to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment to the Registration Statement relating to
the Common Stock offered hereby which indicates that all such Common Stock has
been sold, or  which deregisters all such Common Stock  remaining unsold shall
be deemed to be incorporated  herein by reference and to be a part hereof from
the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Under Delaware law,  a corporation may indemnify any  person who was or
is a  party or is threatened  to be made a  party to an action  (other than an
action by or in  the right of the corporation)  by reason of his service  as a
director or officer  of the corporation, or his service,  at the corporation's
request, as a director, officer,  employee or agent of another corporation  or
other  enterprise,  against  expenses  (including attorneys'  fees)  that  are
actually and reasonably incurred by him ("Expenses"), and judgments, fines and
amounts paid in settlement that are  actually and reasonably incurred by  him,
in connection with the defense or  settlement of such action, provided that he
acted in  good faith and in  a manner he reasonably  believed to be  in or not
opposed to the corporation's best interests and, with respect  to any criminal
action or proceeding, had no reasonable  cause to believe that his conduct was
unlawful.  Although Delaware law permits a corporation to indemnify any person
referred  to  above  against  Expenses  in  connection  with  the  defense  or
settlement of  an action by or in the right  of the corporation, provided that
he acted in good faith and in a manner he reasonably believed to be in or  not
opposed to the  corporation's best interests,  if such person has  been judged
liable to the  corporation, indemnification  is only permitted  to the  extent
that the  Court of  Chancery (or the  court in which  the action  was brought)
determines  that,  despite  the  adjudication  of liability,  such  person  is
entitled  to indemnity  for such  Expenses  as the  court deems  proper.   The
determination  as  to whether  a person  seeking  indemnification has  met the
required standard of conduct is to be made (1) by a majority vote of a  quorum
of disinterested  members of  the board  of directors, or  (2) by  independent
legal counsel in a  written opinion, if such a quorum does not exist or if the
disinterested directors  so direct, or (3)  by the stockholders.   The General
Corporation  Law  of  the  State  of  Delaware  also  provides  for  mandatory
indemnification of any  director, officer, employee or  agent against Expenses
to the extent such person has been successful in any proceeding covered by the
statute.   In addition, the General  Corporation Law of the  State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such advancement
by the  board of directors  in specific  cases, and  that indemnification  and
advancement of expenses provided by the statute shall not be deemed  exclusive
of any other rights to  which those seeking indemnification or  advancement of
expenses may be entitled under any bylaw, agreement or otherwise.

       First    Midwest's   Restated   Certificate   of   Incorporation   (the
"Certificate")  and its Bylaws provide for  indemnification of First Midwest's
directors,  officers,  employees  and  other  agents  to  the  fullest  extent
permitted by Delaware law.

       First  Midwest has entered  into agreements to  indemnify its directors
and executive officers,  in addition  to the indemnification  provided for  in
First  Midwest's Restated Certificate and its Bylaws.  These agreements, among
other things, will indemnify First  Midwest's directors and executive officers
for all direct and indirect expenses and costs (including, without limitation,
all reasonable attorneys' fees  and related disbursement, other out  of pocket
costs  and reasonable compensation  for time spent  by such  persons for which
they are  not otherwise compensated by  First Midwest or any  third party) and
liabilities  of any type whatsoever (including, but not limited to, judgments,
fines and settlement  fees) actually and reasonably incurred by such person in
connection with either the investigation, defense, settlement or appeal of any
threatened, pending  or completed action  suit or other  proceeding, including
any action by or in the right of the corporation, arising out of such person's
services as a director, officer, employee or other agent of First Midwest, any
subsidiary of  First Midwest or any  other company or enterprise  to which the
person provides services at the request of First Midwest.

       First Midwest's Certificate is consistent with Section 102(b)(7) of the
Delaware General Corporation Law, which generally permits a company to include
a provision  limiting the personal  liability of a  director in the  company's
certificate of incorporation.  With limitations, this provision eliminates the
personal  liability of  First  Midwest's directors  to  First Midwest  or  its
stockholders for monetary damages for breach of  fiduciary duty as a director.
However,  this provision  does  not  eliminate  director  liability:  (1)  for
breaches of the duty of loyalty to First Midwest and its stockholders; (2) for
acts of omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (3) for transactions from which a director derives
improper personal  benefit; or (4) under  Section 174 of the  Delaware General
Corporation  Law  ("Section 174").    Section 174  makes  directors personally
liable  for  unlawful  dividends  and stock  repurchases  or  redemptions  and
expressly sets forth  a negligence  standard with respect  to such  liability.
While this provision protects  the directors from awards for  monetary damages
for breaches of their duty  of care, it does not eliminate their duty of care.
The limitations in this provision  have no effect on claims arising  under the
federal securities laws.

       First  Midwest maintains  liability insurance  for  the benefit  of its
directors and officers.

       The effect of the  foregoing provisions of the General  Corporation Law
of  the State  of Delaware and  the Registrant's  Amended and  Restated Bylaws
would  be to  permit such  indemnification by  the Registrant  for liabilities
arising under the Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.   EXHIBITS.

       The following are filed as exhibits to this Registration Statement:

Exhibit
  No.     Description                                                           
                                      
  4.      Restated  Certificate of  Incorporation  is  incorporated herein  by
          reference to Exhibit  4.1 to First Midwest's Registration  Statement
          on Form S-3  (Registration No. 33-20439), filed with the  Securities
          and Exchange Commission on March 2, 1988.

  4.1     Restated  Bylaws  of  First  Midwest  are  incorporated  herein   by
          reference to  Exhibit 3.1 to First  Midwest's Annual  Report on Form
          10-K for the year ended December 31, 1993.

  4.2     Amended and Restated Rights  Agreement, dated November  15, 1995, is
          incorporated herein by reference to First  Midwest's Form 8-A  filed
          with the Securities and Exchange Commission on November 21, 1995.

  4.3     Amended Certificate of Designation of Series A Preferred Stock.
  
  5. & 8. Opinion  of Hinshaw & Culbertson is incorporated herein by reference
          to  Exhibits 5 and  8 to  First Midwest's  Registration Statement on
          Form S-4  (Registration No. 33-62581)  filed with  the Commission on
          September 12, 1995.

 23.      Consent of Hinshaw & Culbertson.

 23.1     Consent of KPMG Peat Marwick LLP.

 23.2     Consent of McGladrey & Pullen, LLP.

 24.      Powers of Attorney (filed as part of the signature page hereto).

 99.      CF  Bancorp, Inc.  1992 Stock  Option  and  Incentive Plan,  form of
          Incentive  Stock Option  Agreement and  form of  Nonqualified  Stock
          Option  Agreement  is  incorporated  herein  by  reference  to  CF's
          Registration  Statement  on  Form  S-8  (Registration  No. 33-56542)
          filed with the Commission on  December 30, 1992.

 99.1     Amendment to  the CF Bancorp, Inc.  1992 Stock  Option and Incentive
          Plan adopted by CF's Board of Directors on November 20, 1995.

ITEM 9.   UNDERTAKINGS.

       (A)RULE 415 OFFERINGS.

       The undersigned Registrant hereby undertakes:

       (1)To file, during any period in  which offers or sales are being made,
a post-effective  amendment  to this  Registration  Statement to  include  any
material information with respect  to the plan of distribution  not previously
disclosed  in this  Registration  Statement or  any  material change  to  such
information in this Registration Statement.

       (2)That,  for the purpose of  determining any liability  under the Act,
each such post-effective  amendment shall be deemed  to be a  new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be  deemed to be the initial bona fide  offering
thereof.
  
       (3)To remove from registration by  means of a post-effective  amendment
any of the  securities being registered that remain unsold  at the termination
of the offering.

       (B)FILINGS   INCORPORATING   SUBSEQUENT  EXCHANGE   ACT   DOCUMENTS  BY
REFERENCE.

       The  undersigned Registrant  hereby  undertakes that,  for purposes  of
determining  any  liability under  the Act,  each  filing of  the Registrant's
annual  report pursuant to  Section 13(a) or  Section 15(d) of  the Securities
Exchange  Act of  1934 that is  incorporated by reference  in the registration
statement shall be  deemed to be a new registration  statement relating to the
securities offered therein,  and the offering of such securities  at that time
shall be deemed to be the initial bona fide offering thereof.

       (H)ACCELERATION OF  EFFECTIVE DATE OR FILING  OF REGISTRATION STATEMENT
ON FORM S-8.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6, the  Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the  Act and is,
therefore,  unenforceable.   In  the event  that  a claim  for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred  or  paid  by  a  director,  officer  or  controlling  person of  the
Registrant in  the successful defense  of any action,  suit or proceeding)  is
asserted  by such director, officer  or controlling person  in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been  settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public  policy as expressed in the  Act and will be  governed by
the final adjudication of such issue.

                                  SIGNATURES

   Pursuant to the requirements  of the Securities Act  of 1933, First Midwest
certifies  that it  has reasonable grounds  to believe  that it  meets all the
requirements  for filing  on Form  S-8 and  has duly caused  this Registration
Statement  to be  signed  on its  behalf by  the  undersigned, thereunto  duly
authorized, in  the Village of  Itasca, State of  Illinois on the 18th  day of
December, 1995.

                                           FIRST MIDWEST BANCORP, INC.



                                          By:  ROBERT P. O'MEARA              
         
                                               Robert P. O'Meara
                                               President and Chief Executive 
                                               Officer

                               POWER OF ATTORNEY

   The undersigned officers and directors of  First Midwest Bancorp, Inc.,  do
hereby constitute and appoint Robert P.  O'Meara and Donald J. Swistowicz, and
either one of them,  as their attorneys-in fact with power and authority to do
any and all acts and things and to execute  any and all instruments which said
attorneys-in-fact,  and  either one  of them,  determine  may be  necessary or
advisable or required to enable said corporation to comply with the Securities
Act  of 1933, as amended, and any rules  or regulations or requirements of the
Securities  and  Exchange  Commission  in connection  with  this  Registration
Statement.    Without  limiting the  generality  of  the  foregoing power  and
authority, the  powers granted  include the power  and authority  to sign  the
names  of the undersigned officers  and directors in  the capacities indicated
below to  the Registration  Statement, to  any and  all amendments, both  pre-
effective and post-effective, and  supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this  Registration Statement  or amendments  or supplements  thereto, and
each  of the undersigned hereby ratifies and confirms all that said attorneys-
in-fact or any of them shall  do or cause to be  done by virtue hereof.   This
Power of Attorney may be signed in several counterparts.

   Pursuant  to  the  requirements  of  the   Securities  Act  of  1933,  this
Registration Statement has  been signed on December 18,  1995 by the following
persons in their capacities indicated.

             Signature                                  Capacity


      CLARENCE D. OBERWORTMANN            Chairman of the Board of Directors
      Clarence D. Oberwortmann


          ANDREW B. BARBER                Vice Chairman of the Board of 
                                          Directors
          Andrew B. Barber


         ROBERT P. O'MEARA                President, Principal Executive 
         Robert P. O'Meara                Officer and Director
        

          JOHN M. O'MEARA                 Executive Vice  President, Principal
          John M. O'Meara                 Operating Officer and Director

        DONALD J. SWISTOWICZ              Executive Vice  President, Principal
        Donald J. Swistowicz              Financial and Accounting Officer


         BRUCE S. CHELBERG                Director
         Bruce S. Chelberg
                      

          O. RALPH EDWARDS                Director
          O. Ralph Edwards


         JOSEPH W. ENGLAND                Director
         Joseph W. England


          THOMAS M. GARVIN                Director
          Thomas M. Garvin


          ALAN M. HALLENE                 Director
          Alan M. Hallene


    SISTER NORMA JANSSEN, O.S.F.          Director
    Sister Norma Janssen, O.S.F.


          ROBERT E. JOYCE                 Director
          Robert E. Joyce


       J. STEPHEN VANDERWOUDE             Director
       J. Stephen Vanderwoude



                                 EXHIBIT INDEX





                                                                    Sequential
Exhibit                                                                   Page
Number                                    Document Description          Number


  4.3                                     Amended  Certificate of  Designation
                                          of Series A Preferred Stock.


 23.                                      Consent of Hinshaw & Culbertson.

 23.1                                     Consent of KPMG Peat Marwick LLP.

 23.2                                     Consent of McGladrey & Pullen, LLP.

 99.1                                     Amendment  to  the CF  Bancorp, Inc.
                                          1992  Stock   Option  and  Incentive
                                          Plan.











                                                                   EXHIBIT 4.3


        AMENDED CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK
                        OF FIRST MIDWEST BANCORP, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                           OF THE STATE OF DELAWARE


      We, Robert P. O'Meara,  President and Chief Executive Officer,  and Alan
R.  Milasius, Senior Vice President  and Secretary, of  First Midwest Bancorp,
Inc., a corporation organized  and existing under the General  Corporation Law
of the  State of Delaware,  in accordance with  the provisions of  Section 103
thereof, DO HEREBY CERTIFY:

      That  pursuant to the authority  conferred upon the  Board of Directors,
the  said Board of Directors on February 15, 1989 adopted resolutions creating
a series of 120,000 shares of Preferred Stock designated as Series A Preferred
Stock; and

      That pursuant to the authority conferred upon the Board  of Directors by
the Certificate of Designation of Series  A Preferred Stock, the said Board of
Directors  on May  19, 1993 adopted  a resolution amending  the Certificate of
Designation  of Series  A Preferred  Stock by  which the  number of  shares of
Series A Preferred Stock was increased from 120,000 to 130,000; and,

      That pursuant to the authority conferred upon the Board of  Directors by
the Certificate of Designation of Series  A Preferred Stock, the said Board of
Directors  on November 15, 1995 adopted the following resolutions amending the
Certificate of Designation of Series A Preferred Stock:

      WHEREAS,   on  February  15,  1989,  this  Board  of  Directors  adopted
resolutions  creating a series of 120,000 shares of Preferred Stock designated
as Series A Preferred Stock; and,

      WHEREAS,  on May 19, 1993,  this Board of  Directors adopted resolutions
amending the  number of  shares of  Series A Preferred  Stock from  120,000 to
130,000; and,

      WHEREAS, no shares of Series A Preferred Stock have been issued; and,

      WHEREAS,  this  Board of  Directors desires  to  increase the  number of
shares of Series A Preferred Stock from 130,000 to 200,000.

      NOW, THEREFORE, BE IT RESOLVED,  that the first sentence of  Section (a)
of the Form of Certificate of Designation of Series A Preferred Stock of  this
Corporation is hereby amended to read as follows:

        (a)    Designation   and  Number  of  Shares.     The  distinctive
      designation  of  such   series  shall  be  "Series  A  Preferred  Stock"
      (hereinafter sometimes  called the "Series  A Preferred Stock")  and the
      number of shares constituting such series shall be 200,000.
      
      FURTHER  RESOLVED,  that  the  statements  contained  in  the  foregoing
resolution amending the said Series  A Preferred Stock by creating  70,000 new
shares of  Series A Preferred  Stock shall,  upon the effective  date of  said
amendment,  be  deemed to  be  included  in and  be  a  part of  the  Restated
Certificate of Incorporation of this Corporation pursuant to the provisions of
Sections 104 and 151 of the General Corporation Law of Delaware.

      IN  WITNESS  WHEREOF,  we  have executed  and  subscribed  this  Amended
Certificate and do affirm the foregoing as true under the penalties of perjury
as of this 15th day of November, 1995.


                                          FIRST MIDWEST BANCORP, INC.



                                          By
                                            Robert P. O'Meara, President
                                            & Chief Executive Officer

                                          By                
                                            Alan R. Milasius, Senior 
                                            Vice President & Secretary











                                                                    EXHIBIT 23
                           HINSHAW & CULBERTSON


 BELLEVILLE, ILLINOIS              SUITE 300                WAUKEGAN, ILLINOIS
BLOOMINGTON, ILLINOIS      222 NORTH LA SALLE STREET   FT. LAUDERDALE, FLORIDA
 CHAMPAIGN, ILLINOIS     CHICAGO, ILLINOIS 60601-1081        MIAMI, FLORIDA   
   JOLIET, ILLINOIS                                          TAMPA, FLORIDA   
    LISLE, ILLINOIS              312.704.3000              ST. LOUIS, MISSOURI
   PEORIA, ILLINOIS                ________                APPLETON, WISCONSIN
  ROCKFORD, ILLINOIS         TELEFAX 312.704.3001        BROOKFIELD, WISCONSIN
 SPRINGFIELD, ILLINOIS                                    MILWAUKEE, WISCONSIN

                               December 15, 1995
WRITER'S DIRECT DIAL NO.                                  FILE NO.            
(312) 704-3852                                             728693             

VIA FACSIMILE & AIRBORNE EXPRESS

First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
P.O. Box 459
Itasca, Illinois  60143-0459

      RE:  REGISTRATION STATEMENT ON FORM S-4 (33-62581)

Gentlemen:

      We  hereby consent  to  the reference  to  our firm  under  the captions
"Opinions" and "Certain Federal Income Tax Consequences of the Merger."



                               Very truly yours,


                              TIMOTHY M. SULLIVAN
                              Timothy M. Sullivan

TMS/mm










               A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS  118359-1-DS2











                                                                  EXHIBIT 23.1

KPMG Peat Marwick LLP










The Board of Directors
First Midwest Bancorp, Inc.:

We consent to incorporation by reference in the registration statement  of the
Post-Effective  Amendment  No. 1  on Form  S-8 to  Form  S-4 of  First Midwest
Bancorp,  Inc.  of  our  report  dated  January  20,  1995,  relating  to  the
consolidated  statements  of  condition of  First  Midwest  Bancorp,  Inc. and
subsidiaries as of  December 31, 1994 and  1993, and the related  consolidated
statements of income, changes in stockholders' equity and cash  flows for each
of the  years in the three-year  period ended December 31,  1994, which report
appears in  the December 31, 1994, annual report on Form 10-K of First Midwest
Bancorp, Inc.


KPMG PEAT MARWICK LLP




Chicago, Illinois
December 18, 1995













Member Firm of
Klynveld Peat Marwick Goerdeler





                                                                  EXHIBIT 23.2



                            MCGLADREY & PULLEN, LLP
                 Certified Public Accountants and Consultants



                         INDEPENDENT AUDITOR'S CONSENT



We  consent  to  the   incorporation  by  reference  in  the   prospectus  and
Registration Statement  on Form S-8 of First Midwest Bancorp, Inc. of the Form
10-K Annual  Report of CF  Bancorp, Inc.  for the fiscal  year ended June  30,
1995.



                            McGLADREY & PULLEN, LLP




Davenport, Iowa
December 18, 1995











                                                                  EXHIBIT 99.1



                       AMENDMENT TO THE CF BANCORP, INC.
                     1992 STOCK OPTION AND INCENTIVE PLAN


      WHEREAS,  CF Bancorp,  Inc. (the  "Company") heretofore  adopted the  CF
Bancorp, Inc. 1992 Stock  Option and Incentive Plan, as amended  (the "Plan");
and

      WHEREAS, pursuant  to Section 4.02  of the Merger Agreement  dated as of
May 31, 1995, between First Midwest Bancorp, Inc. and the Company (the "Merger
Agreement"), each  option  which  is  outstanding  immediately  prior  to  the
Effective  Time of the  Merger contemplated by the  Merger Agreement shall, by
virtue of the  Merger, become and represent an option  to purchase such number
of shares of  common stock, no  par value, of  First Midwest Bancorp, Inc.  at
such prices as determined pursuant to the Merger Agreement; and

      WHEREAS, in the event  of a merger, Section 13  of the Plan directs  the
Committee  appointed under the Plan to  make appropriate changes in the number
and type of shares subject to options and the prices specified therein; and

      WHEREAS, the Committee  has approved the amendment to the Plan set forth
herein  to  make the  changes  contemplated  by  Section  4.02 of  the  Merger
Agreement and recommends approval thereof by the Board of Directors; and

      WHEREAS,  the Board has received such recommendation and has adopted and
approved such amendment.

      NOW,  THEREFORE,   the  Company   hereby  amends  the   Plan,  effective
immediately prior  to the Effective  Time of  the Merger  contemplated by  the
Merger Agreement, by adding a new Section 22 thereto to read:

            22.  Effect  of  Merger  Involving  First  Midwest  Bancorp,  Inc.
Notwithstanding any other  provision of the Plan, or of  any Option agreement,
the  following  provisions shall  be applicable  with  respect to  each Option
outstanding immediately prior to the effective date of this Section 22:

            (a)  Number  and Type  of Shares.    Each  Option shall  cover the
number of shares of common stock, no par value, of First Midwest Bancorp, Inc.
(including associated Preferred Share  Purchase Rights) ("First Midwest Common
Stock")  determined by multiplying the number  of Shares covered by the Option
by 1.4545 and  then rounding down to  the nearest full share of  First Midwest
Common Stock.

            (b)  Exercise  Price.   The  exercise  price per  share  of  First
Midwest Common  Stock  covered by  each  such Option  shall be  determined  by
dividing the  exercise price per  Share under each  such Option by  1.4545 and
then rounding down to the nearest whole cent.

            (c)  Other.   Except as provided in  this Section  22, each Option
outstanding as of the effective  date of this Section 22 shall  be exercisable
on the same terms and subject to the same conditions as were applicable to the
Option immediately  prior to  the effective  date of this  Section 22,  giving
effect  to  the provisions  of  Section  15  of  this  Plan  relating  to  the
acceleration of the exercisability of such Options as a result  of the Merger.
Upon the Merger, the "Corporation" for  purposes of this Plan shall mean First
Midwest Bancorp, Inc., successor to the Corporation.

            (d)  Committee.  As of the effective date  of this Section 22, for
all purposes under each Option and this Plan generally, the Committee shall be
the Compensation Committee of the Board of Directors of First Midwest Bancorp,
Inc., or such  other Committee thereof,  as may from time  to time act  as the
Committee  under  the  First Midwest  Bancorp,  Inc.  1989  Omnibus Stock  and
Incentive Plan.

      IN WITNESS WHEREOF,  in accordance with the authorization  and direction
of the Board of Directors, this Amendment has been executed in the name and on
behalf  of  CF  Bancorp, Inc.  by  the  undersigned  duly authorized  officer,
effective as of the date set forth herein.

                                          CF BANCORP, INC.



                                          PAUL L. ECKERT
                                          Paul L. Eckert,
                                          Chairman of the Board


ATTEST:



GREG I. BOHAC
Secretary

















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