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Item 1—Election of Directors.  You may vote FOR or AGAINST any or all director nominees named in this Proxy Statement, or you may ABSTAIN as to one or more directors. A majority of the votes cast at the Annual Meeting with respect to the election of a director must be voted FOR the director in order for the director to be elected. If a director who currently serves on the Board of Directors fails to receive a majority of the votes cast FOR his or her election, he or she will tender his or her resignation to the Board of Directors for consideration, and our Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will consider the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

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Item 2—Approval and Adoption of an Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors.  You may vote FOR or AGAINST the amendment to our Certificate of Incorporation to declassify the Board of Directors, or you may ABSTAIN. A majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting must be voted FOR the amendment in order for the amendment to be approved and adopted.

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Item 3—Approval and Adoption of an Amendment to the Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 150,000,000 to 250,000,000.  You may vote FOR or AGAINST the amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 250,000,000, or you may ABSTAIN. A majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting must be voted FOR the amendment in order for the amendment to be approved and adopted.

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Item 4—Approval of an Advisory (Non-Binding) Resolution Regarding the Compensation Paid in 2016 to the Company’s Named Executive Officers.  You may vote FOR or AGAINST the advisory resolution regarding the compensation paid to our named executive officers, or you may ABSTAIN. A majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting must be voted FOR this item in order for it to pass.

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Item 5—Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm.  You may vote FOR or AGAINST the ratification of our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017, or you may ABSTAIN. A majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting must be voted FOR ratification in order for this item to pass.

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•	resubmitting your vote via the Internet or by telephone; or

•	executing and mailing a Proxy Card that is dated and received on a later date; or

•	giving written notice of revocation to our Corporate Secretary at One Pierce Place, Suite 1500, Itasca, Illinois 60143; or

•	voting in person at the Annual Meeting.

•	you are a stockholder of record, contact our Corporate Secretary’s office at (630) 875-7463; or

•	you hold Common Stock in street name through a broker, contact your account representative at that organization.

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•	the individual’s judgment, expertise, character, skills, background, knowledge of matters useful to the oversight of the Company and other relevant experience;

•	the individual’s ability and willingness to commit adequate time to Board and committee matters; and

•	the extent to which the interplay of the individual’s expertise, skills, knowledge and personality with that of other Board members will build a Board of Directors that is effective, collegial and responsive to the needs of the Company.

•	Thomas L. Brown – Mr. Brown’s significant finance, accounting, auditing and risk management background, including his experience as a current member of executive management of a public company and a former partner of a Big 4 public accounting firm, where he also served as Midwest Regional Financial Services Director.

•	Phupinder S. Gill – Mr. Gill’s extensive public company board and executive management experience, including his risk and M&A experience.

•	Kathryn J. Hayley – Ms. Hayley’s strong information technology and financial services background and extensive strategic planning and business and operations management experience, as well as her human resources and talent management experience, developed as a senior executive of several global companies and consulting firms.

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•	Frank B. Modruson – Mr. Modruson’s extensive background in technology and operations management, significant strategic and risk management experience and service on other public company boards.

•	Ellen A. Rudnick – Ms. Rudnick’s leadership and entrepreneurial experience, as well as her business management experience and service on other public company boards.

•	Michael J. Small – Mr. Small’s significant public company and management experience, including his strategic, operating and management experience gained as the current chief executive officer of a public company.

•	Stephen C. Van Arsdell – Mr. Van Arsdell’s strong accounting, auditing and risk management experience, as well as his extensive leadership and strategic skills and experience with public companies, developed as a former partner and chief executive officer of a Big 4 public accounting firm.

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(c)	Removal of Directors.  Any or all directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Voting Stock. For purposes of this paragraph (c), each share of the Voting Stock shall have the number of votes granted to it pursuant to this Article Fourth.

(c)

The successors of the directors whose terms expire at the 2017 annual meeting of stockholders shall serve a term of office to expire at the 2018 annual meeting of stockholders. At the 2018 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall serve a term of office to expire at the 2019 annual meeting of stockholders. At the 2019 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, the successors of the directors whose terms expire at each such meeting shall serve a term of office expiring at the annual meeting of stockholders next following their election.

(d)

Each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal. Should a vacancy occur or be created, such vacancy shall be filled by a majority vote of the remaining directors then in office although less than a quorum, or by the sole remaining director. A director elected to fill a vacancy arising through death, retirement, resignation or removal of a director shall hold office until the end of the term to which such director’s predecessor was chosen. A director elected to fill a vacancy created through an increase in the number of directors shall serve a term of office to expire at the next annual meeting of stockholders.

(e)

Notwithstanding any of the foregoing provisions of this Article Fifth, whenever the holders of any outstanding class or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation and of the resolution of the Board of Directors providing for the issue of such class or series of Preferred Stock applicable thereto.

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•	Assuming each is elected at the Annual Meeting, each of Mr. Brown, Mr. Gill, Ms. Hayley, Mr. Modruson, Ms. Rudnick and Messrs. Small and Van Arsdell would be elected to a one-year term expiring at our 2018 annual meeting of stockholders, regardless of the class in which they currently serve.

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Each of Ms. Boigegrain and Messrs. Henseler, McDonnell, O’Meara and Sander would continue to serve as directors in the class whose term ends at our 2018 annual meeting of stockholders. At our 2018 annual meeting of stockholders, such of these individuals and the directors elected at this Annual Meeting or their successors (but not those directors serving in the class whose term ends at the 2019 annual meeting) who are nominated by our Board to serve as directors would be elected to serve one-year terms.

•	Each of Br. James and Messrs. Scudder and Vanderwoude would continue to serve as directors in the class whose term ends at our 2019 annual meeting of stockholders. At our 2019 annual meeting of stockholders and at each annual meeting thereafter, all directors would be elected to serve one-year terms.

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(1)

Includes fees and expenses for the audit of the Company’s annual financial statements, internal control over financial reporting and review of financial statements included in the Company’s quarterly reports filed with the SEC, as well as other services normally provided by an independent auditor in connection with statutory and regulatory filings or engagements, including consents, assistance with review of SEC filings and comfort letters in connection with the Company’s M&A activity and subordinated notes offering.

(2)	Includes fees related to the audits of the Company’s benefit plans and fees related to the sale-leaseback transaction completed during 2016.

(3)	Includes fees related to assistance with routine audits and tax planning, consulting and compliance services.

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•	Corporate Governance Guidelines;

•	Code of Ethics and Standards of Conduct (applicable to all directors, officers and employees);

•	Code of Ethics for Senior Financial Officers;

•	Audit Committee Charter;

•	Compensation Committee Charter;

•	Nominating and Corporate Governance Committee Charter; and

•	Related Person Transaction Policies and Procedures.

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•	Each member of the Audit Committee is financially literate and has accounting or related financial management expertise (as such qualifications are defined under the rules of the NASDAQ Stock Market).

•	Patrick J. McDonnell and John F. Chlebowski, Jr. are “audit committee financial experts” within the meaning of the rules and regulations of the SEC, and that both Thomas L. Brown and Stephen C. Van Arsdell also would qualify as audit committee financial experts.

•	Each member of the Compensation Committee is a “non-employee director” within the meaning of SEC Rule 16b-3, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code.

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•	Audit Committee.  Assists the Board with risk oversight in the areas of financial reporting, internal controls, tax and compliance with public reporting requirements.

•	Compensation Committee.  Assists the Board with risk oversight associated with our compensation policies and programs, including maintaining an executive compensation program that is designed to encourage the achievement of corporate objectives and strategies, enhance stockholder value and incent and retain our executive officers, and discourage unnecessary or excessive risk taking.

•	Nominating and Corporate Governance Committee.  Assists the Board with risk oversight associated with corporate governance and director selection and succession.

•	Enterprise Risk Committee (in formation).  The Board of Directors intends to establish an Enterprise Risk Committee in May 2017. This committee will oversee certain enterprise risks and will be comprised entirely of independent directors.

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*	Designates Chair of this committee.

(1)	The Board intends to establish an Enterprise Risk Committee in May 2017 with Messrs. Brown, Gill, McDonnell, Modruson, Small and Vanderwoude as the proposed members of this committee.

(2)	Messrs. Brown and Van Arsdell joined our Board of Directors in February 2017. The Board intends to appoint, in May 2017, Mr. Brown to the Audit Committee and, upon formation, the Enterprise Risk Committee, and Mr. Van Arsdell to the Audit Committee and the Nominating and Corporate Governance Committee.

(3)	Mr. Chlebowski’s term as a director will expire at the Annual Meeting on May 17, 2017. Mr. Chlebowski has decided to retire from the Board at the expiration of his present term and, accordingly, he will not stand for re-election.

(4)	Ms. Hayley and Mr. Modruson joined our Board of Directors in August 2016. The Board intends to appoint, in May 2017, Ms. Hayley to the Audit Committee and the Compensation Committee, and Mr. Modruson to the Audit Committee and, upon formation, the Enterprise Risk Committee.

•	Selecting and retaining our independent registered public accounting firm and pre-approving all services performed by this firm.

•	Oversight of the external reporting process and the adequacy of the Company’s internal controls.

•	Oversight of the scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors.

•	Oversight of the process for determining the independence of the independent registered public accounting firm.

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•	Oversight of the procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.

•	Discussing with management and the independent auditors critical accounting policies and practices used by the Company, any off-balance sheet items and judgments made in connection with the preparation of the Company’s financial statements.

•	Reviewing and approving the Company’s general compensation philosophy.

•	Oversight of the development and implementation of our compensation policies and programs.

•	Reviewing and monitoring the Company’s incentive and other compensation programs.

•	Recommending to our Board of Directors goals and objectives relating to the compensation of our Chief Executive Officer.

•	Assisting our Board of Directors in evaluating our Chief Executive Officer and recommending to our Board the Chief Executive Officer’s compensation.

•	Reviewing and recommending to our Board of Directors the annual compensation of senior management.

•	Administering our Omnibus Stock and Incentive Plan and Non-Employee Directors Stock Plan.

•	Oversight of the Company’s health and welfare programs.

•	Oversight of the Company’s retirement plans.

•	Conducting an annual risk assessment of the Company’s compensation programs.

•	Retaining an independent compensation consultant to provide advice to the Compensation Committee relative to compensation matters.

•	Recommending to the Board of Directors the director nominees for election at any meeting of stockholders at which directors are elected.

•	Identifying, interviewing and recruiting individuals to serve as members of our Board.

•	Overseeing matters of corporate governance, including reviewing the Company’s Corporate Governance Guidelines and Code of Ethics and Standards of Conduct.

•	Advising the Board of Directors on Board and committee organization, membership, function, performance and effectiveness.

•	Reviewing director independence standards and qualifications and making recommendations to the Board of Directors with respect to the determination of the independence and qualifications of directors.

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•	Reviewing related person transactions, if and when they arise.

•	Overseeing the annual self-evaluation process of the Board of Directors and each of its committees.

•	Reviewing stockholder proposals and considering responses or actions regarding such proposals.

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*	Less than 1%.

(1)

Includes the following shares of Common Stock subject to options exercisable within 60 days after March 24, 2017:  John F. Chlebowski, Jr., 6,586 shares; Br. James Gaffney, 3,740 shares; Patrick J. McDonnell, 3,740 shares; Robert P. O’Meara, 3,740 shares; Ellen A. Rudnick, 3,740 shares; J. Stephen Vanderwoude, 3,740 shares; Michael L. Scudder, 25,019 shares; Mark G. Sander, 42,328 shares; and Paul F. Clemens, 18,464 shares.

(2)

Some of our directors and officers have deferred cash compensation (in the form of phantom Common Stock) or stock option gains (in the form of Common Stock equivalents) under our deferred compensation plans. Some of these deferred amounts will be paid in shares of our Common Stock upon the director’s or officer’s retirement or other termination of employment or service with the Company. The number of shares of Common Stock to which our directors and officers would be entitled had their service or employment with the Company terminated as of March 24, 2017 is as follows:  Phupinder S. Gill, 20,610 shares; Peter J. Henseler, 1,825 shares; J. Stephen Vanderwoude, 19,908 shares; Michael L. Scudder, 9,608 shares; Paul F. Clemens, 2,014 shares; and Thomas M. Prame, 2,006 shares. The directors and officers have voting and investment power for the shares of phantom Common Stock and voting power but no dispositive power for the Common Stock equivalent shares.

(3)	Includes the following shares of Common Stock held through the Company’s 401(k) Plan:  Michael L. Scudder, 8,427 shares; Mark G. Sander, 359 shares; Paul F. Clemens, 1,139 shares; Thomas M. Prame, 82 shares; and Nicholas J. Chulos, 5,276 shares.

(4)

Includes the following shares of restricted stock subject to future vesting conditions for which the individual has voting but not dispositive power:  Michael L. Scudder, 70,256 shares; Mark G. Sander, 52,062 shares; Thomas M. Prame, 19,612 shares; and Nicholas J. Chulos, 23,348 shares. For Paul F. Clemens, excludes 20,867 restricted stock units that would not vest within 60 days after March 24, 2017 under the terms of the applicable award agreements.

(5)	Mr. Brown was appointed to the Board of Directors in February 2017 and has not yet acquired any shares of Common Stock. He has elected to receive all of his director compensation in shares of Common Stock and intends to comply with the Company’s stock ownership guidelines in less than the five-year acquisition period specified in the guidelines.

(6)	Includes 98 shares of Common Stock owned by Lewis University to which Br. James Gaffney disclaims beneficial ownership.

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(7)

Includes:  136,548 shares of Common Stock subject to options exercisable within 60 days after March 24, 2017; 59,193 shares of Common Stock payable to certain directors and executive officers pursuant to our deferred compensation plans; 25,672 shares of Common Stock held in our 401(k) Plan for the accounts of certain executive officers; and 316,777 shares of restricted stock. Excludes: 34,158 restricted stock units and 61,833 earned performance shares that would not vest within 60 days after March 24, 2017 under the terms of the applicable award agreements.

(1)	This information is based solely on a Schedule 13G/A filed with the SEC on January 12, 2017 by BlackRock, Inc., which reported sole voting power as to 9,130,543 shares and sole dispositive power as to 9,365,981 shares as of December 31, 2016.

(2)	This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2017 by The Vanguard Group, which reported sole voting power as to 96,285 shares, shared voting power as to 7,138 shares, sole dispositive power as to 6,783,518 shares and shared dispositive power as to 99,318 shares as of December 31, 2016.

(3)	This information is based solely on a Schedule 13G/A filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP, which reported sole voting power as to 6,600,241 shares and sole dispositive power as to 6,829,752 shares as of December 31, 2016. Dimensional Fund Advisors LP and its subsidiaries disclaim beneficial ownership of all securities reported on the Schedule 13G/A.

(4)

This information is based solely on a Schedule 13G/A filed with the SEC on February 9, 2017 by Wellington Management Group LLP (“WMG”) on behalf of each of WMG, Wellington Group Holdings LLP (“WGH”), Wellington Investment Advisors Holdings LLP (“WIAH”) and Wellington Management Company LLP (“WMC”). The Schedule 13G/A reported that each of WMG, WGH and WIAH shared voting power as to 3,626,579 shares and shared dispositive power as to 4,742,504 shares, and WMC shared voting power as to 3,605,369 shares and shared dispositive power as to 4,721,294 shares, as of December 30, 2016.

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*	A director may elect to receive the stock component of his or her director compensation in cash.

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(1)	Includes amounts deferred at the election of the directors pursuant to our Deferred Compensation Plan.

(2)

Amounts represent the aggregate grant-date fair value of Common Stock awards granted under our Non-Employee Directors Stock Plan during the period, calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). Assumptions used in the calculation of these amounts are described in Note 17 to our audited financial statements included in our Form 10-K. The aggregate number of shares of Common Stock granted by the Company to each non-employee director during 2016 was 2,494 shares to each of Barbara A. Boigegrain, Phupinder S. Gill, Peter J. Henseler, Patrick J. McDonnell, Ellen A. Rudnick and Michael J. Small, and 1,149 shares to Frank B. Modruson.

(3)	The aggregate number of unexercised stock options outstanding as of December 31, 2016 issued to non-employee directors was as follows: John F. Chlebowski, Jr., 6,586; Br. James Gaffney, 3,740; Patrick J. McDonnell, 3,740; Robert P. O’Meara, 3,740; Ellen A. Rudnick, 3,740; and J. Stephen Vanderwoude, 3,740.

(4)	The Company does not maintain a non-equity incentive plan or pension plan for directors.

(5)	The amount for Robert P. O’Meara includes payments made on his behalf under a Retirement and Consulting Agreement between the Company and Mr. O’Meara. The amount for Ellen A. Rudnick represents the amount paid under our matching gift donation program to eligible educational institutions designated by the director.

(6)	Messrs. Brown and Van Arsdell joined our Board in February 2017 and thus received no compensation for 2016 Board service.

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(7)	Br. James Gaffney has elected not to receive any compensation for his service on the Board of Directors.

(8)	Ms. Hayley and Mr. Modruson joined our Board in August 2016 and thus received pro-rated compensation for their 2016 Board service.

(9)	Included in Robert P. O’Meara’s director compensation fees earned or paid in cash are director fees paid to him as a non-employee director of First Midwest Bank.

(10)	Mr. Sterling retired from our Board at our 2016 annual meeting of stockholders and thus received pro-rated compensation for his 2016 Board service.

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*	Mr. Clemens served as Executive Vice President and Chief Financial Officer of the Company during 2016. In April 2016, Mr. Clemens advised the Company of his intention to retire when he turns age 65 in mid-2017, and the Company then initiated a search process for his successor. On January 5, 2017, Patrick S. Barrett was hired as the Company’s Executive Vice President and Chief Financial Officer.

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•	Encourage the achievement of corporate financial objectives that create value for our stockholders.

•	Align the interests of our executives with our stockholders.

•	Attract and retain high-performing executives.

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•	Earnings Growth.  Increased earnings by 9% to $92.3 million, or $1.14 per share, compared to 2015. Excluding costs related to M&A activity and related integration, as well as other significant transactions, we had core earnings of $1.22 per share.

•	Total Stockholder Return (TSR).  Our TSR for 2016 was 39.4% as compared to 9.9% in 2015. Our five-year TSR was 167.2% as compared to 132.2% for the companies in our peer group and 151.9% for the NASDAQ Bank Index.

•	Return on Equity.  Our core return on average tangible common equity (excluding costs related to M&A activity, related integration and other significant transactions) increased to 11.5% from 11.2% in 2015.

•	Well Capitalized.  Maintained regulatory capital ratios significantly above the minimums for designation as a “well capitalized” institution. Tier 1 capital to total risk-weighted assets of First Midwest Bank was 9.83% at December 31, 2016 (regulatory minimum for being well capitalized is 8.0%).

•	Dividends.  In 2016, we were pleased to pay our 136th consecutive quarterly dividend to our stockholders.

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•	Asset Growth.  Total assets grew to $11.4 billion as of December 31, 2016, an increase of 17% from December 31, 2015. When we completed the Standard Bank transaction on January 6, 2017, our assets increased to approximately $14 billion, or 40% larger than on December 31, 2015.

•	Deposit Growth.  Total deposits grew to $8.8 billion, an increase of 9% from December 31, 2015 and three-year growth of 12%.

•	Loan Growth.  Total loans grew to $8.3 billion, an increase of 15% from December 31, 2015 and three-year growth of 23%. Organically, loans grew by 11.3% in 2016 as compared to 2015.

•	Growth of Wealth Management Business.  Our wealth assets under management were $8.6 billion at December 31, 2016, reflecting an increase of $1.2 billion, or 16%, from December 31, 2015. We added an additional $850 million of assets under management when we acquired Standard Bank & Trust Company in January 2017 and Premier Asset Management LLC in February 2017.

•	Growth of Fee-Based Revenues.  Continued to diversify our revenues by growing fee-based revenues to $145.1 million, an increase of 14% from December 31, 2015 and three-year growth of 31%.

•	M&A Activity.  Completed the acquisition of National Bank & Trust Company ($700 million in assets). Also completed the acquisitions of Standard Bank & Trust Company on January 6, 2017 ($2.6 billion in assets) and Premier Asset Management on February 28, 2017 ($550 million of assets under management).

•	Sale-Leaseback.  Completed a sale-leaseback of 55 of our branches for a purchase price of $150 million, which resulted in an initial pre-tax gain of almost $90 million and which will add approximately $50 million of tier 1 capital upon our adoption of recent FASB leasing guidance.

•	Significant Investment in our Leadership. In 2016, we welcomed several new executive and senior level leaders and added over 450 new colleagues through both organic and M&A growth. Our new executive team members add talent with new perspectives and experience in operating in larger, more diverse businesses.

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(1)	Removed from our 2017 peer group primarily due to asset size.

(2)	Removed from our 2017 peer group due to pending acquisition.

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(1)	Reflects total assets for First Midwest Bancorp, Inc. of $11.4 billion as of December 31, 2016, plus total assets for Standard Bancshares, Inc. of $2.6 billion as of December 31, 2016. The Company completed its acquisition of Standard Bancshares, Inc. on January 6, 2017.

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•	Base Salary;

•	Performance-Based Annual Cash Incentive Compensation;

•	Performance Shares; and

•	Restricted Stock or Restricted Stock Units.

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•	Company Performance.  Annually, the Compensation Committee selects the corporate financial performance goals for the fiscal year and the weighting for the goals selected. Awards for our named executive officers and our other executive officers are weighted more toward Company financial performance than individual performance.

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Individual Performance.  Individual performance is based on the achievement of objectives that were established for the named executive officer at the beginning of the year and that contribute to the strategic, operational or financial performance of the Company. An annual evaluation of each named executive officer’s performance results in an individual performance rating for the officer for the year.

*	For 2017, Mr. Scudder’s and Mr. Sander’s performance weighting will be 100% Company performance.

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•	Emphasize core profitability of the Company.

•	Continue to profitably increase our loans and diversify our loan portfolio.

•	Grow deposits, and maintain our strong core deposit base and low cost of funds.

•	Continue to diversify our revenues by increasing fee-based revenues.

•	Balance investment in our business and risk.

•	Continue our progress on credit quality.

•	Control expenses while funding strategic initiatives, such as additional investment in digital delivery channels.

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•	Emphasize the Company’s long-term strategies and growth objectives.

•	Encourage achievement of business goals that will enhance the long-term value of our Common Stock and increase the value of our Common Stock.

•	Create a long-term focus based on sustainable results.

•	Link pay with corporate performance.

•	Provide additional stock ownership opportunities for our named executive officers, which further align the interests of our named executive officers with those of our stockholders.

•	Foster retention of our named executive officers and avoid management turnover.

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(1)	At the end of the performance period, the actual performance for each year is averaged to determine the final payout as a percentage of target.

(1)	The Company’s TSR during the performance period was 52.3%, as compared to average TSR for our peer group of 51.3%. Performance shares are earned based on the Company’s TSR ranked against the TSR for each of the companies in our peer group during the performance period. Using this methodology, the Company’s TSR was at the 40th percentile as compared to the peer group.

(2)	CRATCE was equal to 9.16%, or 30% of target, for 2014, 10.92%, or 59% of target, for 2015, and 11.56%, or 159% of target, for 2016, which resulted in an average performance at 83.0% of target.

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•	The risks associated with the Company’s compensation plans for all employees are appropriately identified and managed by the Company;

•	The Company’s compensation plans for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company as a whole;

•	The Company’s incentive compensation policies do not undermine the safety and soundness of the Company by encouraging employees to take imprudent risks; and

•	The Company’s compensation plans for all employees are compatible with effective internal controls and risk management, and are supported by strong and effective corporate governance practices.

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(1)

For 2016 and 2014, amounts represent the cash portion of a supplemental achievement award paid in recognition of the successful completion of acquisitions and other transactions during the applicable year. The amounts do not include the portion of the award paid in shares of restricted stock or restricted stock units, which portion is included, as to the 2014 award, in the “Stock Awards” column for 2015 and will be included, as to the 2016 award, in the “Stock Awards” column for 2017 in our proxy statement for our 2018 annual meeting of stockholders. For 2016, this supplemental award totaled: $100,000 for Mr. Scudder, $70,000 for Mr. Sander, $30,000 for Mr. Clemens, $25,000 for Mr. Prame and $60,000 for Mr. Chulos. For additional information regarding the 2016 award, see Compensation Discussion and Analysis—Principal Elements of Our Executive Compensation in 2016—Supplemental Achievement Award. For 2014, this supplemental award totaled: $88,000 for Mr. Scudder, $49,652 for Mr. Sander, $25,424 for Mr. Clemens and $24,607 for Mr. Prame.

(2)

Amounts represent the aggregate grant-date fair value of stock awards, including performance shares and restricted stock and restricted stock unit awards, granted under our Omnibus Stock and Incentive Plan during the period, calculated in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are described in Note 17 to our annual audited financial statements included in our Form 10-K. The grant-date fair value of the performance shares is based on a target level of performance and will likely vary from the actual amount the individual earns upon vesting of applicable awards. Assuming the highest level of performance, the grant-date fair value of the 2016 performance share awards would be:  $814,234 for Mr. Scudder, $543,814 for Mr. Sander, $150,572 for Mr. Clemens, $97,371 for Mr. Prame and $89,597 for Mr. Chulos. The amounts in this column also include dividends accrued on unvested awards of performance shares, restricted stock and restricted stock units (which amounts are not paid unless the underlying shares vest). For 2016, these amounts totaled:  $68,457 for Mr. Scudder, $45,813 for Mr. Sander, $15,459 for Mr. Clemens, $11,732 for Mr. Prame and $11,380 for Mr. Chulos.

(3)	Amounts represent cash bonuses paid under our performance-based short-term incentive compensation plan for the years indicated.

(4)

Amounts represent the actuarial increase in the present value of the benefit under our Pension Plan for Mr. Scudder, who is the only named executive officer who participates in the plan. These amounts were determined using the interest rate and mortality rate assumptions consistent with those used in our audited financial statements for the year ended December 31, 2016. Benefit accruals under the Pension

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(5)	Amounts represent the following:

(a)	The Company maintains the 401(k) Plan as its defined contribution plan. For eligible employees, this plan provides for an annual 2% automatic Company contribution and matching Company contributions. All Company contributions were made on eligible compensation under our 401(k) Plan, subject to compensation limitations under the Internal Revenue Code.

(b)	The Company maintains the Deferred Compensation Plan as its nonqualified deferred compensation plan. This plan provides for a tax-deferred vehicle to accommodate contributions that are otherwise limited and not able to be made to our tax-qualified plans, as well as voluntary participant contributions. The Deferred Compensation Plan is subject to Section 409A of the Internal Revenue Code.

(c)	No individual perquisite paid to any of our named executive offers exceeded $25,000 for any of the years listed.

(d)	Represents amounts paid to the named executive officer for an annual automobile allowance and amounts paid by the Company on behalf of the named executive officer for other customary perquisites. For Mr. Sander, also represents amounts paid by the Company on his behalf for country club dues, which membership is maintained for business entertainment but may be used for personal use.

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(1)	Amounts reflect the range of possible payouts under our short-term cash incentive compensation plan based on a combination of Company performance and individual performance rating assumptions. For additional information, see Compensation Discussion and Analysis—Principal Elements of Our Executive Compensation Program in 2016—Annual Cash Incentive Compensation.

(2)

Awards represent the range of estimated possible payouts granted in the form of performance shares under our Omnibus Stock and Incentive Plan, which, if earned, vest in shares of Common Stock. Our named executive officers are eligible to earn performance shares totaling between 25% and 200% of the number of performance shares granted if performance levels are achieved using the following two metrics: total stockholder return relative to a specified peer group of financial institutions and core return on average tangible common equity relative to predetermined goals. For additional information, see Compensation Discussion and Analysis—Principal Elements of Our Executive Compensation Program in 2016—Long-Term At-Risk Equity Compensation—Performance-Based Equity Compensation. Dividends on performance shares are accrued but not paid unless earned performance shares vest.

(3)

Awards represent restricted stock or, in the case of Mr. Clemens, restricted stock unit awards granted under our Omnibus Stock and Incentive Plan. Restricted stock and restricted stock unit awards vest over three years in two equal installments beginning two years from the date of grant (subject to continued employment and accelerated vesting under certain circumstances). For additional information, see Compensation Discussion and Analysis—Principal Elements of Our Executive Compensation Program in 2016—Long-Term At-Risk Equity Compensation—Restricted Stock Awards. Dividends on restricted stock and the Common Stock underlying restricted stock units are accrued but not paid unless the underlying shares vest.

(4)

Amounts represent the aggregate grant-date fair value of stock awards, including performance shares and restricted stock and restricted stock unit awards, granted under our Omnibus Stock and Incentive Plan during 2016, calculated in accordance with FASB ASC 718. See notes 2 and 3, above, for additional information regarding these awards. For the performance shares, the amounts have been calculated taking into consideration the probable outcome of the respective performance conditions at the date of grant. Dividends accrued but not paid until the vesting of the awards of performance shares, restricted stock and restricted stock units are not included in the amounts reflected in this column. Assumptions used in the calculation of these amounts are described in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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(1)	None of our named executive officers has been granted a stock option award since 2011. All outstanding options were exercisable as of December 31, 2016 and have an exercise price equal to the average of the high and low sales price of a share of Common Stock on the NASDAQ Stock Market on the date of grant.

(2)	Restricted stock and restricted stock unit awards vest over three years in two equal installments beginning two years from the date of grant (subject to continued employment and accelerated vesting under certain circumstances). Represents the second tranche of restricted stock or restricted stock unit awards granted in 2014 that vested on February 19, 2017.

(3)	Represents restricted stock or restricted stock unit awards granted in 2015, the first tranche of which vested on February 18, 2017 and the second tranche of which is scheduled to vest on February 18, 2018. See note 2, above, for additional information regarding the vesting of restricted stock and restricted stock unit awards.

(4)	Represents restricted stock or restricted stock unit awards granted in 2016, the first tranche of which is scheduled to vest on February 17, 2018 and the second tranche of which is scheduled to vest on February 17, 2019. See note 2, above, for additional information regarding the vesting of restricted stock and restricted stock unit awards.

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(5)	Represents the second and third tranche of performance shares earned at the completion of a three-year performance period that ended on December 31, 2015. The second tranche vested on March 15, 2017 and the third tranche is scheduled to vest on March 15, 2018. See note 6, below, for additional information regarding the vesting of earned performance shares.

(6)

Represents performance shares earned at the completion of a three-year performance period that ended on December 31, 2016. The final number of shares awarded was based on the following metrics:  total stockholder return relative to our peer group at 72% of target and core return on average tangible common equity at 83% of target. The first tranche of these awards vested on March 15, 2017 and the second and third tranches are scheduled to vest on March 15, 2018 and March 15, 2019, respectively. For additional information, see Compensation Discussion and Analysis—Principal Elements of Our Executive Compensation Program in 2016—Long-Term At-Risk Equity Compensation—Performance-Based Equity Compensation and —Conclusion of 2014-2016 Performance Period.

(7)	Performance shares that may be earned upon completion of a three-year performance period ending on December 31, 2017 if performance levels (reflected at target in this table) are achieved using the following two metrics:  total stockholder return relative to our peer group and core return on average tangible common equity relative to predetermined goals.

(8)	Performance shares that may be earned upon completion of a three-year performance period ending on December 31, 2018 if performance levels (reflected at target in this table) are achieved using the following two metrics:  total stockholder return relative to our peer group and core return on average tangible common equity relative to predetermined goals.

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*	The Pension Plan was closed to new participants as of April 1, 2007. Based on the dates of hire for Messrs. Sander, Clemens, Prame and Chulos, they are not eligible to participate in the Pension Plan.

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(1)	Executive contributions represent amounts that would have been contributed by the named executive officer under our 401(k) Plan, but for limitations under the Internal Revenue Code, and salary and short-term incentive compensation the named executive officer has elected to defer.

(2)	Company contributions represent amounts that would have been contributed under our tax-qualified benefit plans but for limitations under the Internal Revenue Code. The Company contributions for each named executive officer to the Deferred Compensation Plan are included in the “All Other Compensation” column of the 2016 Summary Compensation Table.

(3)

Aggregate balances at December 31, 2016 reflect amounts accumulated through the named executive officer’s participation in the plans from:  (a) participant and Company contributions under the Deferred Compensation Plan and (b) participant contributions only under the Gain Deferral Plan. Our named executive officers have participated in the Deferred Compensation Plan since 1999 for Mr. Scudder, 2011 for Mr. Sander, 2006 for Mr. Clemens, 2012 for Mr. Prame and 2014 for Mr. Chulos. Mr. Scudder has participated in the Gain Deferral Plan since 2004.

(4)	As of December 31, 2016, the portion of the aggregate balances in the Deferred Compensation Plan and Gain Deferral Plan (as applicable) that represent Common Stock of the Company are as follows:  9,573 shares for Mr. Scudder, 0 shares for Mr. Sander, 2,007 shares for Mr. Clemens, 1,998 shares for Mr. Prame and 0 shares for Mr. Chulos.

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•	Base salary payable through the date of termination;

•	Any other cash compensation earned through the date of termination but not paid, including any amounts earned and vested but not paid under our annual cash incentive compensation program;

•	Benefits accrued under our 401(k) Plan and Pension Plan in which all employees participate;

•	Accrued vacation pay, group health plan continuation and other similar amounts payable when employment terminates under programs applicable to our salaried employees generally;

•	Balances accrued under our Deferred Compensation Plan and Gain Deferral Plan; and

•	Stock options that have vested and become exercisable, and restricted stock, restricted stock units and performance shares that have vested, prior to the employment termination or change-in-control.

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•	All unvested restricted stock and restricted stock unit awards, as well as all earned but unvested performance shares, become fully vested; and

•

A prorated portion of all unearned performance shares may vest following the end of the performance periods applicable to the executive’s performance share awards outstanding at the time of retirement and as to which the performance periods have not concluded. The portion of each unearned performance share award that may vest is based on the achievement of the applicable performance goals during the entire performance period, and is calculated by multiplying the target number of performance shares by a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the applicable performance period to the date of resignation and the denominator of which is 36.

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•	All unvested restricted stock and restricted stock unit awards, as well as all earned but unvested performance shares, become fully vested; and

•

A prorated portion of all unearned performance shares may vest following the end of the performance periods applicable to the executive’s performance share awards outstanding at the time of death or disability and as to which the performance periods have not concluded. The portion of each unearned performance share award that may vest is based on the achievement of the applicable performance goals during the entire performance period, and is calculated by multiplying the target number of performance shares by a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the applicable performance period to the date of termination of employment and the denominator of which is 36.

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(1)	Pro-rated annual bonus based on target bonus for year of termination and number of days elapsed at date of termination. Amounts reflect full 2016 target bonus and assumes termination occurred on last day of the year.

(2)	Reflects amount of health benefit continuation (COBRA) premium paid by the Company during the salary continuation period and outplacement services estimated to be 12% of annual base salary.

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(c)

Removal of Directors.  Any or all directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Voting Stock.No director may be removed from office except for cause; provided, that, in addition to any affirmative vote required by law or any other provision of this Restated Certificate of Incorporation, the removal of any director shall require the affirmative vote of the holders of at least 67% of the voting power of the then outstanding Voting Stock [it being understood that, Ffor purposes of this paragraph (c), each share of the Voting Stock shall have the number of votes granted to it pursuant to this Article Fourth], and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

(a)	The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b)	The number of directors constituting the Board of Directors of the Corporation shall be such number, not fewer than three nor more than twenty, as shall be fixed from time to time by resolution of the Board of Directors adopted by the affirmative vote of at least a majority of all members thereof.

(c)

The successors of the directors whose terms expire at the 2017 annual meeting of stockholders shall serve a term of office to expire at the 2018 annual meeting of stockholders. At the 2018 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall serve a term of office to expire at the 2019 annual meeting of stockholders. At the 2019 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, the successors of the directors whose terms expire at each such meeting shall serve a term of office expiring at the annual meeting of stockholders next following their election.Board of Directors shall be and is divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of stockholders of the Corporation following the annual meeting at which such director was elected; provided, however, that (1) each director in Class I elected at the annual meeting of stockholders in 1985 shall hold office until the annual meeting of stockholders in 1986, (2) each director in Class II elected at the annual meeting of stockholders

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(d)

In the event of any increase or decrease in the authorized number of directors, (1) each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, retirement, resignation, or removal, and (2) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as possible.

(d)(e)

Notwithstanding any of the foregoing provisions of this Article Fifth, eEach director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal. Should a vacancy occur or be created, whether arising through death, retirement, resignation or removal of a director or through an increase in the number of directors of any class, such vacancy shall be filled by a majority vote of the remaining directors of all classes then in office although less than a quorum, or by the sole remaining director. A director elected to fill a vacancy arising through death, retirement, resignation or removal of a director shall hold office until the end of the term to which such director’s predecessor was chosen. A director so elected to fill a vacancy created through an increase in the number of directors shall serve a term of office to expire at the next annual meeting of stockholders. serve for the remainder of the then present term of office of the class in which the vacancy shall have occurred or shall have been created.

(e)(f)

Notwithstanding any of the foregoing provisions of this Article Fifth, whenever the holders of any outstanding class or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation and of the resolution of the Board of Directors providing for the issue of such class or series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Fifth, unless expressly provided by such terms.

(f)(g)

The Board of Directors, by resolution adopted by the affirmative vote of at least a majority of all members thereof, shall have concurrent power with the stockholders to adopt, amend or repeal the By-laws of the Corporation; provided, however, that the By-laws of the Corporation shall not be adopted, amended or repealed by the stockholders except by the affirmative vote of the holders of at least 67% of the voting power of the then outstanding Voting Stock, voting together as a single class [it being understood that, for purposes of this paragraph (fg), each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth hereof], and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

(g)(h)	Wherever the term “Board of Directors” is used in this Restated Certificate of Incorporation, such term shall mean the Board of Directors of the Corporation;

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(h)(i)	The books of the Corporation (subject to the provisions of the laws of the State of Delaware) may be kept outside of the State of Delaware at such places as may be from time to time designated by the Board of Directors. Elections of directors need not be by ballot unless the By-laws so provide.

(i)(j)

No Director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware, as it may be in effect from time to time. No amendment to or repeal of this paragraph (ij) shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

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