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                                                                    Exhibit 10.6


February 17, 2000



RE:  Grant of Director Options - Letter Agreement (February 16, 2000)

Dear ________:

I am pleased to confirm to you the grant on (February 16, 2000 (the "Date of
Grant") of a nonqualified stock option (the "Director Option") under the First
Midwest Bancorp, Inc. Non-Employee Directors' 1997 Stock Option Plan (the
"Directors' Plan").  The Director Option provides you with the opportunity to
purchase for $23.0000 per share up to  804 shares of the Company's Common Stock.

The Director Option is subject to the terms and conditions of the Directors'
Plan, which are incorporated herein by reference, and to the following :

(1)  Vesting and Exercisability: Subject to paragraph (9) below, in general, the
     --------------------------
     Director Option will become fully vested and exercisable on February 16,
     2001.  In the event of your death or disability, or of a Change in Control
     as defined in the Company's 1989 Omnibus Stock and Incentive Plan, as
     Amended (the "Omnibus Plan"), the Director Option will become fully vested
     and exercisable.

(2)  Expiration:  If you cease to be a director for any reason other than death
     ----------
     or disability prior to the date the Director Option becomes fully vested,
     the Director Option will expire on the date your directorship ends.  If the
     Director Option has become fully vested at the time you cease to be a
     director, the Director Option will expire on the third anniversary of the
     date you ceased to be a director or one year, in the event of your death.
     In no event, however, may the Director Option be exercised beyond February
     16, 2010.

(3)  Procedure for Exercise: Once vested, you may exercise the Director Option
     ----------------------
     at any time by delivering written notice of exercise and payment of the
     Exercise Price in full either (a) in cash or its equivalent (as described
     in the Directors' Plan), or (b) by tendering previously-acquired shares of
     Common Stock having an aggregate fair market value equal to the total
     Exercise Price that have been owned by you for six months or more, or (c)
     by a combination of the (a) and (b).  You may deliver an affirmation of
     ownership of Common Stock having the required fair market value in lieu of
     physically tendering such shares.  In the event you have made an election
     under the Company's Nonqualified Stock Option Gain Deferral Plan, you may
     only make payment with shares of Common Stock in accordance with clause (b)
     above.  Further information regarding exercise procedures will be provided
     to you.

(4)  Limited Transferability; Beneficiary Designation:  The Director Option is
     ------------------------------------------------
     personal to you and may not be sold, transferred, pledged, assigned or
     otherwise alienated, other than as provided herein.
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     The Director Option shall be exercisable during your lifetime only by you.
     Notwithstanding the foregoing, you may transfer the Director Option to:

          (a)   your spouse, children or grandchildren ("Immediate Family
                Members");

          (b)   a trust or trusts for the exclusive benefit of such Immediate
                Family Members,
     or;
          (c)   a partnership in which such Immediate Family Members are the
                only partners,

     provided that:

          (i)   there may be no consideration for any such transfer,

          (ii)  subsequent transfers of the transferred Director Option shall be
                prohibited, except to designated beneficiaries; and

          (iii) such transfer is evidenced by documents acceptable to the
                Company and filed with the Corporate Secretary.

     Following transfer, the Director Option shall continue to be subject to the
     same terms and conditions as were applicable immediately prior to transfer,
     provided that for purposes of designating a beneficiary with respect
     thereto, the transfer, provided that for purposes of designating a
     beneficiary with respect thereto, the transferee shall be entitled to
     designate the beneficiary.  The provisions of this Letter Agreement
     relating to the period of exerciseability and expiration of the Director
     Option shall continue to be applied with respect to you and your status as
     a director, and the Director Option shall be exercisable by the transferee
     only to the extent, and for the periods, set forth in Paragraphs (1) and
     (2) above.  Transfer of Common Stock purchased by your transferee upon
     exercise of the Director Option may also be subject to the restrictions and
     limitations described in Paragraph (5) below.

     Kindly designate a beneficiary or beneficiaries with respect to the
     Director Option by completing and returning the attached Beneficiary
     Designation Form.

(5)  Securities Law Restrictions:  You understand and acknowledge that
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     applicable securities laws govern and may restrict your right to offer,
     sell or otherwise dispose of any Common Stock purchased upon exercise of
     the Director Option.  In addition, because of your status as a director of
     the Company, prior to exercise of the Director Option or sale of any shares
     acquired upon exercise, you should consult with the Company's Corporate
     Secretary with respect to the implications of Section 16(a) and (b) of the
     Securities Exchange Act of 1934 on such exercise or sale.  Additional
     information regarding these rules will be provided to you, on request, from
     the Company's Corporate Secretary.

(6)  Tax Consequences:  Director Options are in the form of nonqualified stock
     ----------------
     options which are not intended to fall under the provisions of Internal
     Revenue Code Section 422.  No federal or state income taxes or
     FICA/Medicare taxes will be withheld by the Company upon exercise.
     Information regarding the tax consequences of the Director Option will be
     provided to you.


(7)  Miscellaneous: Nothing in this Letter Agreement confers any right on you to
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     continue as a director of the Company.  This Letter Agreement will be
     binding upon, and insure to the benefit of, your and the Company's
     successors and assigns.
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(8)  Conformity with Directors' Plan:  The Director Option is intended to
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     conform to the Directors' Plan in all respects.  Inconsistencies between
     this Letter Agreement and the Directors' Plan shall be resolved in
     accordance with the terms of the Directors' Plan.  By executing and
     returning the enclosed copy of this Letter Agreement you agree to be bound
     by the terms hereof and of the Directors' Plan. Except as otherwise
     expressly provided herein, all definitions stated in the Directors' Plan
     shall be applicable to this Letter Agreement.

(9)  Effect of Certain Accounting Rules:  In the event the Board of Directors
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     determines it is to be in the best interests of the Company to account for
     a business combination under the pooling-of-interests method and, in the
     written opinion of the accounting firm then serving as the Company's
     independent auditors, the grant of this Option or any of the terms of this
     Option, makes such business combination ineligible for pooling-of-interests
     accounting that but for the grant of this Option or such terms would
     otherwise be eligible for such accounting treatment, then this Option or
     such be rescinded or the terms modified to the extent the Compensation
     Committee determines to be necessary to enable the business combination to
     so qualify for pooling-of-interests accounting treatment.

To confirm your understanding and acceptance of the Director Option granted to
you by this Letter Agreement, kindly execute and return to the Company's
Corporate Secretary in the enclosed envelope the following documents: (a) the
"Confirmation of Acceptance" endorsement on the extra copy of this Letter
                                                ----------
Agreement, and (b) the Beneficiary Designation Form.

If you have any questions, please do not hesitate to contact the Corporate
Secretary.

Very truly yours,

First Midwest Bancorp, Inc.



Robert P. O'Meara
Chairman and Chief Executive Officer



                          CONFIRMATION OF ACCEPTANCE
                          --------------------------

I acknowledge receipt of a copy of the Directors' Plan, that I have reviewed
this Letter Agreement and the Directors' Plan, and I agree to be bound by all
provisions of this Letter Agreement and the Directors' Plan.



_______________________________              ______________________________
Director's Signature                         Date
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                NON-EMPLOYEE DIRECTORS' 1997 STOCK OPTION PLAN
                         BENEFICIARY DESIGNATION FORM
                         ----------------------------

This Beneficiary Designation Form applies to Director Stock Option and Reload
Option Agreement(s) as follows (fill in the Option Grant Date from the
                                            -----------------
applicable Letter Agreement):

______________________      __________________________    ______________________

______________________      __________________________    ______________________

______________________      __________________________    ______________________

     All prior Beneficiary Designation Forms applicable to Director Stock
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Options or Reload Options not listed above will remain in effect as previously
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submitted.
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     You may designate a primary beneficiary and a secondary beneficiary to whom
rights under your Director or Reload Options will pass in the event of your
death.  You may name more than one person as a primary or secondary beneficiary.
For example, you may wish to name your spouse as primary beneficiary and your
children as secondary beneficiaries.  Your primary beneficiaries will have equal
rights with respect to your Director or Reload Options unless you indicate
otherwise.  The same rule applies for secondary beneficiaries.

Designate Your Beneficiary(ies):

     Primary Beneficiary(ies) (give name, address and relationship to you): ____

________________________________________________________________________________

________________________________________________________________________________

     Secondary Beneficiary(ies) (give name, address and relationship to you): __

________________________________________________________________________________

________________________________________________________________________________

     I certify that my designation of beneficiary(ies) set forth above is my
free act and deed and acknowledge that when effective it will revoke any prior
designation I may have made with regard to Director or Reload  Option(s) set
forth above.

                                    ____________________________________
                                    (Signature)

                                    ____________________________________
                                    (Date)

     This Beneficiary Designation Form shall be effective on the day it is
received by the Corporate Secretary of the Company.  This Form shall be (i)
delivered to the Corporate Secretary by personal delivery, facsimile, United
States mail or by express courier service, and (ii) deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission or
upon receipt by the Corporate Secretary if by United States mail or express
courier service; provided, however, that if this Form is not received during
regular business hours, it shall be deemed to be received on the next succeeding
business day of the Company.

                                    RECEIVED AND ACKNOWLEDGED:

                                    FIRST MIDWEST BANCORP, INC.


                                    BY: _____________________________________
                                         (On behalf of the Corporate Secretary)

Date:_____________________