Common use of Signature Clause in Contracts

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. INTERMET CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 53 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo ARBOR SOFTWARE CORPORATION: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ Dated: _____________ ___, _____ _________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member of the firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the enclosed Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORP, INC. To STATE FINANCIAL SERVICES CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ Dated: _______________________________, ____ Address--------------------------------------- Signature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. [Form of Rights shall not be all Reverse Side of Right Certificate -- continued] -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPGOULDS PUMPS, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _____________________________________ Address: :_____________________________ _____________________________________ Social Security or Other Taxpayer Identification Number: :_______________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________ Address: :_____________________________ _____________________________________ Social Security or Other Taxpayer Identification Number: :_______________ Dated: _______________, 19____ Signature Guaranteed: _________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORPTo STRATOS LIGHTWAVE, INC. .: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ ____, ______ _______________, 19___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo NABI: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise________________ Rights represented by this Rights Certificate to purchase the Series One Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Series One Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _______________________________________________________________________________ AddressDated: ______________________________, _____ ___________________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Rights Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. PACIFIC SCIENTIFIC COMPANY The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) _______________________________________________________________________________ AddressDated: _____________________, 1997 __________________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner A-4 67 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights evidenced by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPRockwell Coll▇▇▇, INC. ▇▇c. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented evidenced by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ___________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ________________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________ ______________________ Signature Signature Guaranteed: A-5 68 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPCENTRA FINANCIAL HOLDINGS, INC. The undersigned hereby irrevocably elects to exercise ________ __________________________________ whole Whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _______________________________________________ Address: Address _______________________________________ _______________________________________________ Social Security or Other Taxpayer Identification NumberNumber _________________________ Dated: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate__________________, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to19__ Signature Guaranteed: ________________________________________ Address: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (To be completed if true) The undersigned hereby represents, for the benefit of all holders of the Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________________ Social Security Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or Other Taxpayer Identification Number: Dated: an Affiliate or Associate thereof, (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B FORM OF RESOLUTIONS OF DESIGNATION OF PARTICIPATING PREFERRED STOCK OF CENTRA FINANCIAL HOLDINGS, INC. Pursuant to Section 31-1-79(b) of the West Virginia Corporation Act We, the undersigned, _________________ and __________________, 19the _______________, and _____________, respectively, of Centra Financial Holdings, Inc., a West Virginia corporation (the "Corporation"), do hereby certify as follows: Pursuant to authority granted by Article VI of the Articles of Incorporation of the Corporation and in accordance with the provisions of Section 31-1-79(b) of the West Virginia Corporation Act, 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, par value $1.00 per share, and certain qualifications, limitations and restrictions thereon: RESOLVED, that there is hereby established a series of Preferred Stock, par value $1.00 per share, 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:

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: To FIRST MIDWEST BANCORPBANK SYSTEM, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: __________, 19_ _______________, 19__________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above in the Form of Election to Exercise is not completed in connection with a purported assignmentcompleted, the Company Trust will deem the Beneficial Owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to shall be void null and not transferable or exercisablevoid. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise FOR VALUE RECEIVED _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: hereby sells, assigns and transfers unto ______________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ________________________________________________________ Address: (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint _____________________________ as attorney to transfer the within Rights on the books of the Trust, with full power of substitution. Dated __________________________ Signature Guaranteed _________________________________________________ Social Security Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or Other Taxpayer Identification Number: Dated: _______________enlargement or any change whatsoever) Signature must be guaranteed by a Canadian chartered bank, 19__or Medallion guaranteed by a Canadian trust company or a member of a recognized stock exchange or a member of the Transfer Association Medallion (Stamp) Program. [To be completed if true] The undersigned hereby represents, for the benefit of all holders of Rights and Trust Units, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in consent with any of the foregoing (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Signature -------------------------------------------------------------------------------- [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed by registered holder if such holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST WARWICK COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating interests in Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares interests in Preferred Shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security __________________________ (Please insert social security or Other Taxpayer Identification Number: other taxpayer identification number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: __________________________ __________________________ Address__________________________ (Please print name and address) __________________________ (Please insert social security or other taxpayer identification number) Dated: ____________________, 20__ _________________________________ Social Security or Other Taxpayer Identification Number: Dated: Signature _______________, 19__________________ Signature [Form of Reverse Side of Right Certificate -- continued] Signature Guarantee: Signatures must be guaranteed by an eligible financial institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo Avici Systems Inc.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _________________________________________________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate_____________ ___, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____ ___________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. B-5 Form of Reverse Side of Right Certificate continued --------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee Reverse Side of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Right Certificate] FORM OF ELECTION TO EXERCISE --continued (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPEXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address: (Please print name and address) ______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _____________________________________________________________ Address: (Please print name and address) _____________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________ Dated: ________________, 19_____ _______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _______________________________

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo Avici Systems Inc.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: _______________, _____ _________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. B-5 Form of Reverse Side of Right Certificate continued ---------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPIMPERIAL CREDIT INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :_________ _______________, 19____________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] B-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - CONTINUED FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPAronex Pharmaceuticals, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------ ------------------------ ---------------------- ------------------------ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------ ------------------------ ---------------------- ------------------------ (Please print name and address) Dated:_______________________________,____ AddressSignature ----------------------------- Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. (Form of Rights shall not be all Reverse Side of Right Certificate -- continued) ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPF▇▇▇▇▇▇ COMPANIES, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________ Address: (Please print name and address) _______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________ Address: (Please print name and address) _______________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__, 199_ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. ANADARKO PETROLEUM CORPORATION The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ _______________, 19_______ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. FLOW INTERNATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number. __________________________________________________________________________ (Please print name and address.) __________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number. ____________________________________________________________________________ (Please print name and address.) ____________________________________________________________________________ Dated: ___________________________________ Address: ___, 19____ _____________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. Form of Rights shall not be all Reverse Side of Right Certificate - continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 76 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. DELL COMPUTER CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: __________________, 19___ ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo PROVANT, Inc.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Participating Series A Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_______, ____ ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Rights Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo Synbiotics Corporation: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached this Rights Certificate to purchase the shares units of Participating Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ____________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: __________________, ____ ___________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or Other Taxpayer Identification Number: Dated: _______________, 19__an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPPSS WORLD MEDICAL, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _____________________________________________ Address: ____________________________________ Social Security or Other other Taxpayer Identification Number: ______________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________ Address: ____________________________________ Social Security or Other other Taxpayer Identification Number: :_______________________ Dated: _______________, 19__, ______ Signature Guaranteed: _____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. _______________________________________________________________________________ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _____________________________________ Signature _______________________________________________________________________________ NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B --------- ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PSS WORLD MEDICAL, INC. The name of the corporation is: PSS World Medical, Inc., a Florida corporation (hereinafter called the "Corporation"), which hereby certifies as ----------- follows:

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORP, INC. GIGA-TRONICS INCORPORATED The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____, _____ _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-5 78 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPMONTEREY RESOURCES, INC. The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security ______________________________ or other identifying number ______________________________ _________________________ ______________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security ______________________________ or other identifying number ______________________________ _________________________ ______________________________ (Please print name and address) Dated: , ---------------------- ----------- Signature ________________________________ AddressSignature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number of Rights shall not be all a commercial bank or trust company having an office or correspondent in the United States. B-6 79 (FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED) -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE ------ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. To Credence Systems Corporation The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached this Rights Certificate to purchase the shares units of Participating Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number____________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number___________________________________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate__________________, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____ ____________________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or Other Taxpayer Identification Number: Dated: _______________, 19__an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Exhibit B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPGEMSTAR-TV GUIDE INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: :_______________, 19___________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP▇▇▇▇▇▇-▇▇▇▇▇ PROPERTIES, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ If such number of Rights shall not be all the Rights represented by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ Dated: ___________________, ____ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number a commercial bank or trust company having an office or correspondent in the United States. Form of Rights shall not be all Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced represented by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number: ) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number) Dated: ____________________ SIGNATURE GUARANTEED: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: ________________ SIGNATURE (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, 19__without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementPlan) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPLakeland Bancorp, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name ofof and delivered to: ___________________________________ Name Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Name Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____ Signature Guaranteed: _________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Plan).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TO: To FIRST MIDWEST BANCORPBANK SYSTEM, INC. .: The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _________________________________________________________ Address: (Please print name and address) _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification number or other identifying number ______________________________________________________________________________ Address(Please print name and address) Dated: ___________, 19 __ _________________________ Social Security Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: Dated: _______________, 19__a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST FEDERAL FINANCIAL BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ the whole Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock or Common Stock, as the case may be, issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: __________________________________ __________________________________ Social Security or Other other Taxpayer Identification Number: __________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: __________________________________ __________________________________ Social Security or Other other Taxpayer Identification Number: __________________________________ Dated: _______________, 19______

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [(To be attached to each Rights Certificate] ) FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. [ ] The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ Social Security or Other Taxpayer Identification Number: _______________________________ Dated: ________________, 19_______ Signature Guaranteed: ________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank of trust company having an office or correspondent in the United States. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: FIRST MIDWEST BANCORPTo HEARTPORT, INC. .: The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number_____________________________________________________ Address: ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ________________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number_____________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19_________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: _____________ ___, _____ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a financial institution that is a member of the Stock Transfer Association's approved Medallion program (such as STAMP, SEMP or MSP) having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPTo Discovery Partners International, INC. Inc. The undersigned hereby irrevocably elects to exercise _____ Rights represented by this Rights Certificate to purchase the Units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number_______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) DATED: _______________ , ___ _______________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________Signatures must be guaranteed by a participant in an "eligible guarantor institution" as defined in Rule 17Ad-5 promulgated under the Securities Exchange Act of 1934, 19__as amended.

Signature. NOTICE ------ The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (Series A Preferred Stock) (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPTo ODETICS, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached this Rights Certificate to purchase the shares units of Participating Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ___________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ___________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: _______________________________, ____ Address: ___________________________________ Social Security or Other Taxpayer Identification NumberSignature Signature Guaranteed: Dated: _______________, 19__Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP▇▇▇▇▇▇▇ International, INC. Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19Signature Guaranteed: _________________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo CLARIFY INC.: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) Dated: _____________ ___, _____ _____________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number Signatures must be guaranteed by a member firm of Rights shall not be all the Rights evidenced by this Rights Certificatea registered national securities exchange, a new Rights Certificate for member of the balance National Association of such Rights shall be registered Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__United States.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignmentFORM OF REVERSE SIDE OF RIGHT CERTIFICATE, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisableCONT. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by the Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. PROCYTE CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ___________________________________ Address: ______________________________________________ Social Security ________________________________________________________________________________ (Please print name and address and insert social security or Other Taxpayer Identification Number: other identifying number.) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ______________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ________________________________________________________________________________ (Please print name and address and insert social security or other identifying number.) Dated: _________, 19___ ___________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [(To be attached to each Rights Certificate] ) FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. [ ] The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: __________________________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: __________________________________________________________ Address: __________________________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: ___________________________________ Dated: ________________, 19_______ Signature Guaranteed: __________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank of trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, INC. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number: ) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: (Name) ___________________________________ (Address) ___________________________________ (Address) ___________________________________ (Social Security or Other Taxpayer Identification Number: ) Dated: _______________, 19_____

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 72 Form of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee Reverse Side of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Right Certificate] --continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORPEXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered to: address) ______________________________________________________________ Address: ______________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ________________, 19_____ _________________________________ Signature Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. TRI-VALLEY CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number:_______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights _________. (Please print name and requests that certificates for such shares be issued in the name of: address) _____________________________________________________________________________ Address: _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_______________________________. (Please print name and address) _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________________________ _____________________________________________________________________________ Dated: _______________, 19______,______ _________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or by another eligible guarantor institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. ------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORP, HCIA INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ ------------------------------------------ Address: ___________________________________ ------------------------------------------ ------------------------------------------ Social Security or Other Taxpayer Identification Number: ------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ ------------------------------------------ Address: ------------------------------------------ ------------------------------------------ Social Security or Other Taxpayer Identification Number: ------------------------------------------ Dated: __________________, _________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST MIDWEST BANCORPTo P-COM, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached this Rights Certificate to purchase the shares Units of Participating Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security __________________________________________________ Addressor other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security _________________________________________________ Social Security or Other Taxpayer Identification Number: If such other identifying number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the (Please print name of and delivered toaddress) Dated: __________________________________, 200_ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or Other Taxpayer Identification Number: Dated: _______________, 19__an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo REGAL-BELOIT CORPORATION: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: ____________, ____ _______________, 19_______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate -- continued] ------------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In B-4 76 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the event Right Certificate.) To: Administaff, Inc. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the certification set forth above is Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) If such number of Rights shall not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of be all the Rights evidenced by this Right Certificate, a new Right Certificate for the enclosed balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) Dated: -------------------------,----------. Signature -------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. B-5 77 (Form of Reverse Side of Right Certificate to be -- continued) -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate).) TO: FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4- Form of the Rights evidenced by the enclosed Reverse Side of Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo: FIRST MIDWEST BANCORPKPMG CONSULTING, INC. .: The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: __________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _____________ __, ______ _______________, 19___________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -B-5- Form of Reverse Side of Rights Certificate -- continued --------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP▇▇▇▇▇▇ INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19____, _______ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. COLGATE-PALMOLIVE COMPANY The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19___ ____________________________ Signature B-5 Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement).

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: FIRST MIDWEST BANCORP, INC. NORWEST CORPORATION The undersigned hereby irrevocably elects to exercise _____________exercise__________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Participating Preferred Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: ____________ ________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or Other Taxpayer Identification Number: If such number of Rights shall not be all a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Agreement).

Signature. NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo: FIRST MIDWEST BANCORPSTARMEDIA NETWORK, INC. The undersigned hereby irrevocably elects to exercise_______________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ___________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate______________, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: __ ________________________________________________________________________________ AddressSignature Signature Guaranteed: ___________________________________ Social Security or Other Taxpayer Identification Number: Dated: _______________, 19__Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program.