RETIREMENT AND CONSULTING AGREEMENT

Exhibit 10.8

RETIREMENT AND CONSULTING AGREEMENT

THIS AGREEMENT made this 19th day of January, 2007 (the "Effective Date"), by and between First Midwest Bancorp, Inc., a Delaware corporation (hereinafter referred to as the "Company," which term shall for all purposes include its subsidiaries and their respective successors and assigns) and the executive named on the signature page hereof (the "Executive").

W I T N E S S E T H :

WHEREAS , Executive is currently an employee and officer of the Company;

WHEREAS , Executive and Company have determined that it is in their mutual best interests for Executive to retire from active employment with the Company effective January 19, 2007,

WHEREAS, Executive has expertise, experience and capability in the business of the Company and its affiliates;

WHEREAS , the Company wishes to retain the services of the Executive, and the Executive wishes to perform services for the Company after his retirement, on the terms and conditions set forth in this Agreement; and

WHEREAS , the Company and Executive desire to set forth agreements relating to certain compensation and other matters with respect to his retirement and the services hereunder;

NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which consideration is mutually acknowledged by the parties, it is hereby agreed as follows:

1. 1. Recitals . The recitals hereinbefore set forth constitute an integral part of this Agreement, evidencing the intent of the parties in executing this Agreement, and describing the circumstances surrounding its execution. Said recitals are by express reference made a part of the covenants hereof, and this Agreement shall be construed in the light thereof.
   2. Retirement . Except for the Executive's current Director position on the First Midwest Bank Board, the Executive hereby retires from employment and all positions with the Company, effective as of the close of business on January 19, 2007,
   3. Retirement Compensation Matters . In connection with Executive's retirement, and provided Executive has executed and delivered to the Company the Release Agreement attached hereto as Exhibit I:
   4. 1. On or prior to January 26, 2007, the Company shall pay to Executive a lump sum cash payment (less applicable tax withholdings) comprised of six months' base salary and an early retirement subsidy, the amounts thereof are set forth on Schedule A attached hereto and made a part hereof. Such payment shall not be taken into account as "compensation" under any employee benefit plan of the Company.

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1. 3. 2. The Executive will be eligible to receive a full-year 2006 STIC bonus payable in February 2007, which bonus shall be determined and paid in accordance with the STIC program and without regard to Executive's retirement hereunder. Such payment shall not be taken into account as "compensation" under any employee benefit plan of the Company.
      3. The Company shall make available outplacement services through Challenger, Gray & Christmas for a one-year period ending December 31, 2007.
      4. Executive will be entitled to maintain health benefits coverage for himself and his spouse (and his spouse will be entitled to continue such coverage in the event of his death) through such programs as the Company may sponsor, subject to satisfaction of the eligibility provisions of such programs and Executive's timely payment of the applicable premium for such coverage.
      5. Executive's active participation as an employee under the Company's employee and executive benefit plans will cease upon his Retirement Date and benefits shall thereafter be paid or provided as set forth in such plans.
   4. Consulting Engagement. Effective as of January 19, 2007, the Company engages the Executive to provide services, as specified in Section 6 below, to the Company, and the Executive hereby agrees to provide these services to the Company, in accordance with the terms and conditions set forth in this Agreement.
   5. Term of Consulting Agreement . The consulting engagement shall commence on February 1, 2007 and expire on the last day of the month in which Executive's 65th birthday occurs (the "Expiration Date") (the "Consulting Term"), unless earlier terminated. The Consulting Term may be terminated or amended at any time prior to the Expiration Date by the mutual consent of the parties. The Consulting Term shall terminate prior to the Expiration Date in the event the Executive dies, the Executive performs services as an employee, director, consultant or otherwise to any banking or financial institution which has an office or branch located in any county in which the Company has an office location or branch, unless prior to performing such services the Executive obtained the written consent of the Company's Chief Executive Officer or the Executive breaches his obligations under Section 6 or Sections 9 or 10 (regardless of whether or not the Executive has obtained the written consent described in the preceding clause). Upon termination of the Consulting Term (whether by expiration or otherwise), neither party shall have any further obligations hereunder with respect to the consulting engagement, except that:
   6. 1. the Company shall be obligated to pay to Executive any expenses to be reimbursed under Sections 8 below, and
      2. Executive's obligations described in Section 9 and 10 and the Company's remedies under Section 11 (for breaches under Section 2 and 9) shall continue notwithstanding the termination of the Consulting Term.
   7. Consulting Services . During the Consulting Term, Executive shall make himself available for consultation services to assist management of the Company at such times and in such manner as the Company may reasonably request; provided, however, that Executive shall

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not be obligated to make himself available for more than five (5) days during any calendar quarter during the Consulting Term.

1. 8. Consulting Fees . As compensation for his consulting services and related agreements hereunder, during the Consulting Term the Executive shall be paid at a monthly rate set forth on Schedule A hereof, payable in a lump sum annual amount for each calendar year during the Consulting Term, such amount to be determined and paid in advance during the first month of the Consulting Term with respect to 2006 and in January of each calendar year thereafter. No amounts shall be payable under this Section 7 with respect to any period after termination of the Consulting Term ter