Edgar Filing: FIRST MIDWEST BANCORP INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT

Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 2001

[ ]	TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________to_______

Commission file number: 0-10967

A.	Full title of the plan and the address of the plan if different from that of the issuer named below
FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN


B.	Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
First Midwest Bancorp, Inc. 300 Park Boulevard Suite 405, P. O. Box 459 Itasca, Illinois 60143-0459 Page 1 of 18 Pages Exhibit Index on Page 2

REQUIRED INFORMATION

Financial Statements

Items 1 - 3.

Omitted in accordance with Item 4.

Item 4.

The First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ('ERISA'). In accordance with item 4 and in lieu of the requirements of Items 1-3, the following Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are included herein:

	Report of Independent Auditors
	Statements of Assets Available for Benefits
	Statements of Changes in Assets Available for Benefits
	Notes to Financial Statements
	Supplemental Schedule

Exhibits

Consent of Ernst & Young LLP	Sequentially Numbered Page
	18

FIRST MIDWEST BANCORP, INC.
SAVINGS AND PROFIT SHARING PLAN

Financial Statements and
Supplemental Schedule

Years Ended December 31, 2001 and 2000

(With Report of Independent Auditors)

3

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

FORM 11-K

Years Ended December 31, 2001 and 2000

TABLE OF CONTENTS

Report of Independent Auditors		5


Financial Statements:
	Statements of Assets Available for Benefits	6
	Statements of Changes in Assets Available for Benefits	7
	Notes to Financial Statements	8 - 11



Supplemental Schedule:


	Schedule H, Line 4i - Schedule of Assets (Held At End of Year)	12 - 16

Report of Independent Auditors

The Plan Administrator
First Midwest Bancorp, Inc. Savings and Profit Sharing Plan

We have audited the accompanying statements of assets available for benefits of First Midwest Bancorp, Inc. Savings and Profit Sharing Plan as of December 31, 2001 and 2000, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at the end of the year) as of December 31, 2001 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement and Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/Ernst & Young LLP

May 31, 2002

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN Statements of Assets Available for Benefits December 31, 2001 and 2000
		2001		2000
ASSETS
Cash		$	9,775	$	1,154
Investments, at fair value		110,381,338		98,168,695

Receivables:
	Employer contributions	490,317		393,823
	Participant contributions	-		790
	Accrued investment income	460,744		489,089

	Total receivables	951,061		883,702

Assets available for benefits		$	111,342,174	$	99,053,551

See accompanying notes to financial statements.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN Statements of Changes in Assets Available for Benefits Years ended December 31, 2001 and 2000
				2001		2000

Additions:
	Investment Income:
		Dividends		$	1,409,578	$		1,434,171
		Interest			775,333	1,051,607
		Net appreciation
		(realized and unrealized) in fair value of investments			8,093,451	238,336

			Total investment income		10,278,362	2,724,114

	Contributions:
		Employer			3,561,333	2,965,674
		Participants			2,913,362	2,844,651

			Total contributions		6,474,695	5,810,325

	Other Income			-		3,436

			Total additions		16,753,057			8,537,875

Reductions:
	Benefits and distributions to participants				4,391,618			11,506,300
	Other payments				4,527	6,900
	Other reductions				68,289	-

			Total reductions		4,464,434	11,513,200

Change in net assets					12,288,623	(2,975,325)

Assets available for benefits, beginning of year					99,053,551	102,028,876

Assets available for benefits, end of year				$	111,342,174	$	99,053,551

See accompanying notes to financial statements.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Notes to Financial Statements

December 31, 2001 and 2000

1. Description of the Plan

The following brief description of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is provided for general information purposes. The Plan document provides more complete information about the Plan.

Background

First Midwest Bancorp, Inc. ("Company") established the Plan effective December 31, 1984. The Plan is a defined-contribution benefit plan covering substantially all full-time and part-time Company employees meeting certain age and length-of-service criteria.

Contributions and Benefit Payments

The Company's contribution to the Plan during 2001 and 2000 included a matching contribution of 2% of eligible participant compensation and an annual discretionary contribution of up to an additional 6% of eligible participant compensation. Matching contributions are made quarterly to participants employed on the last day of the quarter. Discretionary contributions are made only to those employed on the last day of the Plan year. Company discretionary contributions are based upon performance of all subsidiaries and the overall consolidated performance of the Company. Participants are fully vested in Company matching contributions and participants become vested in Company discretionary contributions over a period of seven years.

Contributions by participants of up to 10% of eligible compensation are allowed on a tax deferred basis under the provisions of Internal Revenue Code (the Code) Section 401(k), subject to certain limitations. Participant contributions (and earnings thereon) are fully vested.

Participants may direct their contributions as well as Company matching contributions and Company discretionary contributions to any of the investment options offered by the Plan.

In November 2001, the ESOP Fund was added to the Plan. Effective December 27, 2001, shares of the Company's common stock, that were held in the FMBI Stock Fund, that related to Company discretionary contributions to participants' accounts, were transferred to the ESOP fund.

Company contributions are reduced by any forfeitures during the year.

Investment of Plan Assets

A trust fund was established for the purpose of holding and investing Plan assets in accordance with the terms of the Trust Agreement between the Company and the Trustee, First Midwest Bank, (Trustee), a subsidiary of the Company and a party-in-interest.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 0-60 months. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest are paid ratably through monthly payroll deductions.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Investment Valuation and Income Recognition

Investments are reported at fair value which, except for short-term investments and loans to participants, is determined using quoted market prices. Short-term investments and loans to participants are reported at cost and unpaid principal balance, respectively, which approximates market.

Purchases and sales of securities are recorded on a trade-date basis and are accounted for using the specific identification method. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized and unrealized investment gains and losses.

Administrative Expense

Administrative expenses of the Plan are paid from the trust fund, to the extent they are not paid by the Company. Administrative expenses relating to participant loans totaling $4,527 and $6,900 were paid by the Plan's loan account for the years ended December 31, 2001 and 2000, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3. Investments

During 2001 and 2000, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value by:

		Net Appreciation (Depreciation) in Fair Value During the Year Ended December 31,

		2001			2000
Fair value as determined by quoted market price:
	U.S. Government and government agency securities	$	81,390		$	165,190
	Common stocks	10,592,402			1,579,908
	Corporate bonds, debentures and notes	54,962			58,390
	Mutual funds	(347,477)			(102,662)
	Common trust funds	(2,287,826)			(1,462,490)
		$		8,093,451	$	238,336

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Notes to Financial Statements (continued)

3. Investments (continued)

Dividends received by the Plan on First Midwest common stock during 2001 and 2000 amounted to $1,299,787 and $1,312,874, respectively. Net depreciation on First Midwest Common Trust Funds amounted to $2,287,826 and $1,462,490, respectively.

As of December 31, 2001 and 2000, the Plan held the following investments that comprised 5% or more of the Plan's net assets:

		Fair Value at December 31,
		Fair Value at December 31,
		2001			2000
Goldman Sachs Financial Square Prime #462		$	13,374,820		$	10,691,602
First Midwest Bancorp, Inc. Common Stock:
	(1,996,006 shares December 31, 2001 and 1,625,203 shares at December 31, 2000)	$		58,263,422	$	46,727,461
First Midwest Employee Benefit Equity Fund:
	(836,602 units at December 31, 2001 and 811,852 units at December 31, 2000)	$		16,711,596	$	18,800,992

4. Income Taxes

The Plan has received a determination letter from the Internal Revenue Service, dated June 22, 1996, stating that the Plan is qualified under the Code, as amended and, therefore, the related trust is exempt from taxation. The Plan has been amended and restated since the previous determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Management believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, income of the related trust is exempt from tax under Section 501(a) of the Code.

The Company is not aware of any activity or transactions that may adversely affect the qualified status of the Plan.

5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time. In the event of Plan termination, participants become fully vested in Company contributions.

6. Reconciliation to Form 5500

The financial information provided in the Plan's Form 5500 includes an accrual for benefits that are payable to participants but have not been paid to them at the Plan year end. This amount was $2,386,010 for 2001 and $1,569,020 for 2000. In accordance with accounting principles generally accepted in the United States, this liability is not recognized in the accompanying financial statements.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Notes to Financial Statements (continued)

7. Subsequent Events

Effective January 1, 2002, the maximum participant deferral was increased from 10% to 15% of eligible compensation.

Effective January 1, 2002, the portion of participants' accounts related to employee contributions and Company matching contributions invested in the FMBI Stock Fund were transferred to the ESOP Fund. Beginning in 2002, a portion of the Company discretionary contributions will be invested in the ESOP Fund; no employee contributions and Company matching contributions will be credited to this fund. Participants may elect to transfer all or a portion of their ESOP Fund account balance to other investment options offered by the Plan. Employees may not elect to transfer from other investment options into the ESOP Fund. Participants may elect to have any cash dividends paid on the Company common stock held in the ESOP Fund paid in cash to the participant or reinvested in shares of Company common stock held in the ESOP Fund.

Effective July 1, 2002, Retirement Direct will become the new record keeper of the Plan.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN (Plan 002: 36-3161078) Schedule H, Line 4i - Schedule of Assets (Held At End of Year) December 31, 2001
					c. Description
a. (Note)				b. Identity of Issue	Maturity Date	Interest Rate	Par Value/ Number of Shares	d. Cost		e. Current Value
SHORT-TERM INVESTMENT
	Short-Term Investment Fund:
		Goldman Sachs Financial Square Prime Fund #462				2.100%		$	13,374,820	$	13,374,820

U.S. GOVERNMENT AND GOVERNMENT AGENCY SECURITIES
	Long-Term Government and
			Goverment Agency Securities
				United States Treasury Note	02/15/03	6.250%	150,000	149,134		156,703
				United States Treasury Note	05/15/04	7.250%	100,000	102,094		108,719
				United States Treasury Note	08/15/04	7.250%	375,000	379,077		409,571
				United States Treasury Note	05/15/05	6.500%	300,000	306,602		324,282
				United States Treasury Note	05/15/06	6.875%	100,000	101,875		110,219
				United States Treasury Note	10/15/06	6.500%	300,000	308,057		326,813
				United States Treasury Note	02/15/07	6.250%	100,000	95,406		108,094
				United States Treasury Note	08/15/07	6.125%	475,000	490,869		511,219
				United States Treasury Note	08/15/09	6.000%	250,000	250,703		266,563
				United States Treasury Note	02/15/10	6.500%	250,000	256,406		274,766
				Fannie Mae Note	05/26/04	3.180%	250,000	246,094		247,325
				Federal Home Loan Mortgage Note	07/15/04	6.250%	75,000	74,309		79,687
				Federal Nat'l Mortgage Assn Note	10/25/09	5.750%	250,000	253,555		256,675
				Federal Nat'l Mortgage Assn Note	12/01/15	7.000%	186,325	190,925		192,992
								3,205,106		3,373,628

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN (Plan 002: 36-3161078) Schedule H, Line 4i - Schedule of Assets (Held At End of Year) December 31, 2001
		c. Description
a. (Note)	b. Identity of Issue	Maturity Date	Interest Rate	Par Value/ Number of Shares	d. Cost			e. Current Value
CORPORATE BONDS
	ABN AMRO Bank	05/31/05	7.250%	100,000	$	101,104	$		107,720
	Abbott Labs	07/01/04	5.125%	100,000	99,831		102,990
	Alcoa Inc.	06/01/11	6.500%	150,000	153,033		154,830
	Dow Chemical	01/15/09	5.970%	100,000	99,457		101,000
	E. I. DuPont De Nemours & Co.	10/15/02	6.750%	150,000	152,686		155,400
	General Electric Cap. Corp.	11/15/10	6.875%	200,000	198,720		213,780
	General Motors Acceptance Corp.	01/15/06	6.750%	250,000	248,941		254,100
	McDonald's Corp.	09/01/05	6.625%	150,000	149,552		153,840
	Merrill Lynch & Co., Inc.	08/17/02	7.375%	100,000	103,182		102,980
	Norwest Financial Inc.	04/15/05	7.500%	75,000	76,712		81,420
	Pacific Bell	07/15/04	7.000%	75,000	74,689		79,988
	Pfizer Inc.	02/01/06	5.625%	500,000	503,800		514,100
	Pitney Bowes Credit Corp.	08/15/08	5.750%	100,000	99,266		99,550
	Wal-Mart Stores, Inc.	03/01/03	6.375%	150,000	149,162		155,925
					2,210,135		2,277,623
COMMON STOCKS
	AOL Time Warner Inc.			3,640	153,152		116,844
	AT & T Wireless			4,500	65,275		64,665
	Adobe Systems Inc.			1,640	65,229		50,922
	Alcoa Inc.			1,210	39,575		43,016
	Allergan Inc.			620	43,297		46,531
	Allstate Corp.			1,500	47,269		50,550
	Ambac Financial Group			1,060	44,697		61,332
	Amereda Hess Corp.			525	33,680		32,813
	American International Group, Inc.			1,694	103,539		134,504
	Amgen Inc.			960	56,263		54,182
	Anheuser-Busch Companies, Inc.			1,940	53,540		87,707
	Autozone Inc.			260	12,856		18,668
	Ball Corp.			550	35,607		38,885
	Bank America Corp.			2,000	118,843		125,900
	Bed, Bath and Beyond Inc.			2,130	52,394		72,207

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN (Plan 002: 36-3161078) Schedule H, Line 4i - Schedule of Assets (Held At End of Year) December 31, 2001
		c. Description
a. (Note)	b. Identity of Issue	Maturity Date	Interest Rate	Par Value/ Number of Shares	d. Cost				e. Current Value
	BellSouth Corp.			2650	$		113,994	$			101,098
	Biomet Inc.			1,877	36,147			57,999
	CDW Computer Centers Inc.			590	28,677			31,689
	Cardinal Health Inc.			1,725	74,576			111,539
	Caterpillar Inc.			550	28,341			28,738
	ChevronTexaco Corp.			1,535	126,931			137,551
	Cinergy Corp.			1,880	56,964			62,848
	Citigroup, Inc.			3,626	105,977			183,040
	Cisco Systems Inc.			5,300	164,753			95,983
	Countrywide Credit Ind. Inc.			1,780	82,043			72,927
	Darden Restaurants Inc.			1,260	25,392			44,604
	Dell Computer Corp.			2,600	68,575			70,668
	Dial Corp.			2,000	34,068			34,300
	Disney			3,690	122,778			76,457
	EMC Corp.			2,300	85,630			30,912
	Exxon Mobil Corp.			4,144	123,040			162,859
	Federal National Mortgage Assn			1,350	111,748			107,325
	First Data Corp.			1,040	61,899			81,588
*	First Midwest Bancorp, Inc.			1,996,006	16,212,407			58,263,422
	Forest Labs			1,420	81,861			116,369
	General Dynamics Corp.			400	34,504			31,856
	General Electric Corp.			5,990	156,086			240,079
	General Mills Inc.			900	39,885			46,809
	Golden West Financial Corp.			1,360	67,129			80,036
	Grainger, W W Inc.			750	35,181			36,000
	Halliburton Co.			1,900	51,857			24,890
	Harley Davidson Inc.			750	32,238			40,733
	Hartford Financial Svcs Group, Inc.			590	41,101			37,070
	Home Depot Inc.			1,850	92,019			94,369
	Illinois Tool Works			550	33,375			37,246
	Intel Corporation			4,590	116,217			144,356
	International Business Machines			1,090	104,548			131,846
	Int'l Flavors & Fragrances Inc.			1,150	35,315			34,167
	Ivax Corp.			4,365		101,009				87,911

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN (Plan 002: 36-3161078) Schedule H, Line 4i - Schedule of Assets (Held At End of Year) December 31, 2001
		c. Description
a. (Note)	b. Identity of Issue	Maturity Date	Interest Rate	Par Value/ Number of Shares	d. Cost		e. Current Value
	Johnson & Johnson Co.			1,980	$	99,142		$	117,018
	Johnson Controls Inc.			680	40,082			54,910
	KLA-TENCOR Corp.			2,220	101,489			110,023
	Kohl's Corp.			1,700	114,390			119,748
	Lehman Brothers Hldgs Inc.			550	41,462			36,740
	Linear Technology Corp.			1,050	49,447			40,992
	MBNA Corporation			1,000	34,681			35,200
	McGraw Hill Companies Inc.			430	22,705			26,221
	Merck & Co., Inc.			1,020	76,711			59,976
	Microsoft Corp.			3,360	201,794			222,600
	Minnesota Mining and Mfg. Co.			540	51,867			63,833
	Morgan Stanley, Dean Witter Discovery Group Inc.			710	43,577			39,717
	Oracle Systems Corp.			4,180	109,254			57,726
	PPG Ind. Inc.			1,750	95,569			90,510
	PPL Corp.			1,600	65,837			55,760
	Pepsi Bottling Group, Inc.			3,100	68,282			72,850
	Pfizer Inc.			3,410	138,466			135,888
	Philip Morris Companies Inc.			1,070	50,334			49,059
	Proctor & Gamble Co.			1,150	74,368			91,000
	Pulte Corp.			490	19,186			21,888
	Ryder Systems Inc.			1,180	20,993			26,137
	SBC Communications Inc.			1,950	83,958			76,381
	Sara Lee Corp.			2,000	45,503			44,460
	Scientific Atlanta Inc.			2,710	100,626			64,877
	Sears Roebuck and Co.			1,650	75,638			78,606
	Sempra Energy Inc.			1,850	47,011			45,418
	Southwest Airlines Co.			1,085	21,698			20,051
	Sun Microsystems			4,370	171,090			53,751
	Sunoco Inc.			850	30,770			31,739
	Suntrust Banks, Inc.			610	38,891			38,247
	Tenet Healthcare Corp.			1,100	60,419			64,592
	Tyco Int'l Ltd.			1,510	79,962			88,939
	United Technologies Corp.			1,050	58,882			67,862
	Verizon Communications			2,190	119,495			103,937

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN (Plan 002: 36-3161078) Schedule H, Line 4i - Schedule of Assets (Held At End of Year) December 31, 2001
					c. Description
a. (Note)		b. Identity of Issue			Maturity Date		Interest Rate		Par Value/ Number of Shares		d. Cost					e. Current Value
		Walgreen Co.							1,970		$		74,482		$			66,310
		Washington Mutual Inc.							3,710		111,894				121,317
		Williams Companies							1,350		39,082				34,452
		Zimmer Holdings Inc.							1,850		57,338				56,499
											22,347,856				64,523,244
COMMON TRUST FUNDS

*	First Midwest Employee Benefit Equity Fund							836,602			14,649,806			16,711,596

*	First Midwest Employee Benefit Fixed Income Fund							297,669			3,754,638			4,736,033
											18,404,444			21,447,629

MUTUAL FUNDS

	Vanguard Total Stock Market Index Fund							80,476			2,422,201			2,079,202

	Vanguard Small Capitalization Index Fund							66,815			1,424,090			1,324,941

	Fidelity Diversified Fund							40,663			904,727			775,843
											4,751,018			4,179,986
LOANS TO PARTICIPANTS

	Participant Loans			Various		7% - 11%				¾				1,204,408
										$		64,293,379		$			110,381,338
			NOTE: An asterisk in column a. denotes an investment in an entity which is a "party-in-interest" as defined by ERISA.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan has caused this annual report to be signed by the undersigned thereunto duly authorized.


Date: June 19, 2002	First Midwest Bancorp, Inc. SAVINGS AND PROFIT SHARING PLAN /s/ DONALD J. SWISTOWICZ Donald J. Swistowicz Member, Plan Committee and Principal Financial and Accounting Officer of First Midwest Bancorp, Inc.