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Form of Ceo Promotion Restricted Stock Grant

This is an actual contract by First Midwest Bancorp.

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Sectors: Banking
Effective Date: December 22, 2008
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Exhibit 10.16

Proposed Form of Performance-Vesting Restricted Stock Letter Agreement

December 22, 2008 Michael W. Scudder

President and Chief Executive Officer First Midwest Bancorp, Inc.

One Pierce Place, Suite 1500 Itasca, IL 60143

RE: Letter Agreement dated December 22, 2008, Restricted Stock Number

Grant of Performance-Vesting Restricted Stock (the " Agreement" )

Dear Mike: I am pleased to advise you that on December 22, 2008 (the " Date of Grant" ), in recognition of your having assumed the position of President and Chief Executive Officer of First Midwest Bancorp, Inc. (the " Company" ) and pursuant to the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, as Amended (the " Plan" ), the Compensation Committee (the " Committee" ) and the Board of Directors of the Company approved a grant to you of a " Performance-Vesting Restricted Stock Award" (the " Award" ). The Award provides you with the opportunity to earn 30,920 shares of the Company' s Common Stock.

The Award is subject to the terms and conditions of the Plan, including any Amendments thereto, which are incorporated herein by reference, and to the following provisions:

(1) Award

The Company hereby grants to you an Award of 30,920 shares of Common Stock, subject to the restrictions and other conditions set forth herein. Such shares are referred to in this Letter Agreement as the " Restricted Shares." Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. Within a reasonable time after the date of this Award, the Company shall instruct its transfer agent to establish a book entry account representing the Restricted Shares in your name effective as of the Date of Grant, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.

(2) Restrictions; Vesting

Except as otherwise provided in paragraphs (3) and (4) below, all of the Restricted Shares shall vest and become transferable on March 15, 2012 if (a) the Company achieves an average annual core return on average assets (" ROAA" ) during the three-year period commencing January 1, 2009 and ending December 31, 2011 which equals or exceeds the average median annual ROAA achieved by the financial institutions in the Company' s peer group for the same three-year performance period (all as more fully


This Letter Agreement constitutes part of a prospectus covering securities that have been

registered under the Securities Act of 1933, as amended.

described on Exhibit A to this Letter Agreement), and (b) you continue in the employment of the Company through December 31, 2011. In the event the Company' s average annual ROAA for the three-year performance period does not equal or exceed such average median ROAA of the Company' s peer group, all of the Restricted Shares shall be immediately forfeited as of December 31, 2011, all your rights thereunder shall terminate and no vesting shall occur after such date.

(3) Termination of Employment

If your employment with the Company or any of its subsidiaries terminates due to your death or Disability, all restrictions will lapse and the Restricted Shares will become immediately vested and transferable in full. If your employment with the Company or any of its subsidiaries terminates for any other reason prior to the full vesting of the Restricted Shares, all non-vested Restricted Shares shall be immediately forfeited, all your rights thereunder shall terminate and no vesting shall occur after such date.

(4) Merger, Consolidation or Change in Control

In the event of a Change in Control, all restrictions will lapse and the Restricted Shares shall be vested and fully transferable. For purposes of this Letter Agreement, " Change in Control" shall be as defined in Section 14 of the Plan, provided that notwithstanding the provisions of Section 14(c) of the Plan relating to stockholder approval of a transaction constituting a Business Combination (as defined in Section 14(c)), a Change in Control with respect to a Business Combination shall not occur prior to the date of consummation of such transaction.

(5) Non-Transferability

This Award is personal to you and, until vested and transferable hereunder, may not be sold, transferred, pledged, assigned or otherwise alienated, otherwise than by will or by the laws of descent and distribution. (6) Securities Law Restrictions

You understand and acknowledge that applicable securities laws govern and may restrict your right to offer, sell, or otherwise dispose of any Common Stock received under the Award.

Executive Officers of the Company subject to the two (2) day reporting rules of Section 16(a) and short-swing profit recovery rules of Section 16(b) of the Securities Exchange Act of 1934 should consult the Company' s Corporate Secretary prior to selling any such shares.


Page 2 (7) Stockholder Rights

Upon the effective date of the book entry pursuant to paragraph (1), you shal
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