AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 9th, 2008 • First Midwest Bancorp Inc • National commercial banks
THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is entered into as of December , 2008, between First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), and First Midwest Bank, as rights agent (following the merger of First Midwest Trust Company into First Midwest Bank) (the “Rights Agent”). This Amendment modifies and amends the Amended and Restated Rights Agreement, dated as of November 15, 1995 and as amended on June 18, 1997 and on November 14, 2005, between the Company and the Rights Agent (the “Rights Agreement”).
CPP Senior Executive Officer Agreement Under the TARP Capital Purchase Program December , 2008Officer Agreement • December 9th, 2008 • First Midwest Bancorp Inc • National commercial banks
First Midwest Bancorp, Inc. (“Company”) proposes to enter into a letter agreement with the United States Department of Treasury (“UST”) as part of the Company’s participation in the UST’s TARP Capital Purchase Program (“CPP”). The letter agreement incorporates therein a Securities Purchase Agreement – Standard Form (“UST Purchase Agreement”) providing for the purchase (the “Purchase”) and receipt by the UST of preferred stock and warrants of the Company (such preferred shares, warrants, and if applicable, any common stock issued upon exercise of the warrants, the “Purchased Securities”).
