Amendment No. 3 the Company's Amended and Restated Rights Agreement



 Exhibit 10.3 
 AMENDMENT NO. 3 
 TO 
 AMENDED AND RESTATED RIGHTS AGREEMENT 
 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”). 
 WITNESSETH: 
 WHEREAS, Section 5.4 of the Rights Agreement provides that prior to the Separation Time, the Company may, at any time or from time to time,
supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights; and 
 WHEREAS, as of the date hereof,
the Separation Time has not occurred; and 
 WHEREAS, the Board of Directors of the Company has determined that each Right shall hereafter
represent the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined). 
 WHEREAS, upon the execution
hereof the Company will file a Certificate of Elimination with respect to the Series A Preferred Stock which was previously designated with respect to the Rights Agreement; and 
 WHEREAS, the Board of Directors of the Company has adopted, in accordance with Sections 5.4 and 5.14 of the Rights Agreement, a resolution approving this
Amendment and directing the appropriate officers of the Company to take all appropriate steps to execute, deliver, and put into effect this Amendment. 
 NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby amend the Rights Agreement as follows: 
 1. The definition of “Preferred Stock” in Article I shall be amended to read “Preferred Stock” shall mean the series of Participating Preferred Stock, without par value, of the Company created by a
Certificate of Designation in substantially the form set forth in Exhibit A to this Amendment No. 3, appropriately completed.” 
 2.
Section 2.3(a) is hereby amended to read “(a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time,
to purchase, for the Exercise Price, one one-thousandth of a share of Preferred Stock.” 







 3. This Amendment shall be deemed to be in force and effective immediately upon execution and delivery hereof. Except as
amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 
 IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of this day and year first above written. 
  

			
	FIRST MIDWEST BANCORP, INC.
		
	By:	 	 /s/ Michael L. Scudder

		 	Its President


  

			
	FIRST MIDWEST BANK
		
	By:	 	 /s/ Thomas J. Schwartz

		 	Its duly authorized officer








 EXHIBIT A 
 FORM OF CERTIFICATE OF DESIGNATION AND TERMS 
 OF PARTICIPATING PREFERRED STOCK OF FIRST MIDWEST BANCORP,
INC. 
 Pursuant to Section 151 of the General 
 Corporation Law of the State of Delaware 
 We, the undersigned,
                                        
and
                                        ,
the
                                        ,
and
                                        ,
respectively, of First Midwest Bancorp, Inc., a Delaware corporation (the “Corporation”), do hereby certify as follows: 
 Pursuant
to authority granted by the Restated Certificate of Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has
adopted the following resolutions fixing the designation and certain terms, powers, preferences and other rights of a new series of the Corporation’s Preferred Stock, without par value, and certain qualifications, limitations and restrictions
thereon: 
 RESOLVED, that there is hereby established a series of Preferred Stock, without par value, of the Corporation, and
the designation and certain terms, powers, preferences and other rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows: 
 (i) The distinctive serial designation of this series shall be “Participating Preferred Stock” (hereinafter called “this
Series”). Each share of this Series shall be identical in all respects with the other shares of this Series except as to the dates from and after which dividends thereon shall be cumulative. 
 (ii) The number of shares in this Series shall initially be
            ,1 which number may from time to time be
increased or decreased (but not below the number then outstanding) by the Board of Directors. Shares of this Series purchased by the Corporation shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as
to 
  

	 1
	 Insert number equal to the number of shares of Common Stock outstanding on date prior to filing certificate of
designation divided by 1,000. 









 
series. Shares of this Series may be issued in fractional shares which are whole number multiples of one one-thousandth of a share, which fractional shares
shall entitle the holder, in proportion to such holder’s fractional share, to all rights of a holder of a whole share of this Series. 
 (iii) The holders of full or fractional shares of this Series shall be entitled to
receive, when and as declared by the Board of Directors, but only out of funds legally available therefor, dividends, (A) on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock of the
Corporation) are payable on or in respect of Common Stock comprising part of the Reference Package (as defined below), in an amount per whole share of this Series equal to the aggregate amount of dividends or other distributions (other than
dividends or distributions payable in Common Stock of the Corporation) that would be payable on such date to a holder of the Reference Package and (B) on the last day of March, June, September and December in each year, in an amount per whole
share of this Series equal to the excess (if any) of $            2 over the aggregate dividends paid per whole share of this Series during the three month period ending on such last day. Each such dividend shall be paid to the holders of record of shares of this Series on the date, not exceeding sixty
days preceding such dividend or distribution payment date, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend or distribution. Dividends on each full and each fractional share of this Series shall be
cumulative from the date such full or fractional share is originally issued; provided that any such full or fractional share originally issued after a dividend record date and on or prior to the dividend payment date to which such record date
relates shall not be entitled to receive the dividend payable on such dividend payment date or any amount in respect of the period from such original issuance to such dividend payment date. 
 The term “Reference Package” shall initially mean 1,000 shares of Common
Stock, without par value (“Common Stock”), of the Corporation. In the event the Corporation shall at any time after the close of business on
                    ,             3 (A) declare or pay a dividend on any Common Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any Common Stock into a
smaller number of shares, then and in each such case the Reference Package after such event shall be the Common Stock that a holder of the Reference Package immediately prior to such event would hold thereafter as a result thereof. 
  

	 2
	 Insert an amount equal to  1/4 of the Exercise Price multiplied by 10 (i.e., a guaranteed 1% dividend). 



	3	For a certificate of designation relating to shares to be issued pursuant to Section 2.3 of the Rights Agreement, insert the Separation Time. For a certificate of designation
relating to shares to be issued pursuant to Section 3.1(d) of the Rights Agreement, insert the Flip-in Date. 

  

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 Holders of shares of this Series shall not be entitled to any dividends, whether payable
in cash, property or stock, in excess of full cumulative dividends, as herein provided on this Series. 
 So long as any
shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other
distribution declared or made upon the Common Stock or upon any other stock ranking junior to this Series as to dividends or upon liquidation, unless the full cumulative dividends (including the dividend to be paid upon payment of such dividend or
other distribution) on all outstanding shares of this Series shall have been, or shall contemporaneously be, paid. When dividends are not paid in full upon this Series and any other stock ranking on a parity as to dividends with this Series, all
dividends declared upon shares of this Series and any other stock ranking on a parity as to dividends shall be declared pro rata so that in all cases the amount of dividends declared per share on this Series and such other stock shall bear to each
other the same ratio that accumulated dividends per share on the shares of the Series and such other stock bear to each other. Neither the Common Stock nor any other stock of the Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation shall be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation), unless the full cumulative dividends (including the dividend to be paid upon payment of such dividend, distribution,
redemption, purchase or other acquisition) on all outstanding shares of this Series shall have been, or shall contemporaneously be, paid. 
 (iv) In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property,
then in any such case the shares of this Series shall at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case
may be, that a holder of the Reference Package would be entitled to receive as a result of such transaction. 
  

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 (v) In the event of any
liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of full and fractional shares of this Series shall be entitled, before any distribution or payment is made on any date to the
holders of the Common Stock or any other stock of the Corporation ranking junior to this Series upon liquidation, to be paid in full an amount per whole share of this Series equal to the greater of
(A) $            4 or (B) the aggregate amount distributed or to be
distributed in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such greater amount being hereinafter referred to as the “Liquidation Preference”), together with accrued dividends to such
distribution or payment date, whether or not earned or declared. If such payment shall have been made in full to all holders of shares of this Series, the holders of shares of this Series as such shall have no right or claim to any of the remaining
assets of the Corporation. 
 In the event the assets of the Corporation available for distribution to the holders of shares
of this Series upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the first paragraph of this
Section (v), no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidation, dissolution or winding up unless proportionate
distributive amounts shall be paid on account of the shares of this Series, ratably in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution or winding
up. 
 Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section (v) before any payment shall
be made to the holders of Common Stock or any other stock of the Corporation ranking junior upon liquidation to this Series. 
 For the purposes of this Section (v), the consolidation or merger of, or binding statutory share exchange by, the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the
Corporation. 
  

	 4
	 Insert an amount equal to 1,000 times the Exercise Price in effect as of the Separation Time.



  

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 (vi) The shares of this Series shall not be redeemable. 
 (vii) In addition to any other vote or consent of stockholders required by law or by the Restated Certificate of Incorporation, as
amended, of the Corporation, and except as otherwise required by law, each share (or fraction thereof) of this Series shall, on any matter, vote as a class with any other capital stock comprising part of the Reference Package and shall have the
number of votes thereon that a holder of the Reference Package would have. 
 IN WITNESS WHEREOF, the undersigned have signed and attested
this certificate on the      day of                 ,         . 
  

							
	Attest:	 		 		 	 
				
	  
	 		 		 	
		 		 		 	

  

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