<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>formdef14a41435-121201.txt
<TEXT>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Pursuant to
[_]  Confidential, For Use of the              SS.240.14a-11(c) or SS.240.14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials


                        FIRST MIDWEST FINANCIAL, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________
     [_]  Fee paid previously with preliminary materials:

________________________________________________________________________________
     [_]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

          1)   Amount previously paid:

________________________________________________________________________________
          2)   Form, Schedule or Registration Statement No.:

________________________________________________________________________________
          3)   Filing Party:

________________________________________________________________________________
          4)   Date Filed:

________________________________________________________________________________


<PAGE>


                   [FIRST MIDWEST FINANCIAL, INC. LETTERHEAD]




                                                               December 17, 2001


Dear Fellow Shareholders:

     On  behalf  of the  Board of  Directors  and  management  of First  Midwest
Financial,  Inc.,  we  cordially  invite  you to attend  our  Annual  Meeting of
shareholders.  The  meeting  will be held at 1:00  p.m.  local  time on  Monday,
January 28, 2002, at our main office located at Fifth at Erie, Storm Lake, Iowa.

     The attached Notice of Annual Meeting of  Shareholders  and Proxy Statement
discuss the business to be conducted  at the  meeting.  We have also  enclosed a
copy of our Annual  Report to  Shareholders.  At the meeting,  we will report on
First Midwest Financial's operations and outlook for the year ahead.

     We encourage  you to attend the meeting in person.  Whether or not you plan
to attend,  however, please read the enclosed Proxy Statement and then complete,
sign and date the enclosed proxy card and return it in the accompanying postpaid
return  envelope  as  promptly  as  possible.  This will save us the  additional
expense of soliciting  proxies and will ensure that your shares are  represented
at the meeting.  Regardless  of the number of shares you own,  your vote is very
important. Please act today.

     Your Board of Directors  and  management  are  committed  to the  continued
success of First Midwest  Financial and the enhancement of your  investment.  As
Chairman of the Board,  President and Chief Executive Officer, I want to express
my appreciation for your confidence and support.

                                          Very truly yours,


                                          /s/ James S. Haahr

                                          JAMES S. HAAHR
                                          Chairman of the Board,
                                           President and Chief Executive Officer


<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.
                                  Fifth at Erie
                             Storm Lake, Iowa 50588
                                 (712) 732-4117

               --------------------------------------------------
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         To be held on January 28, 2002
               --------------------------------------------------

     Notice is hereby  given that the Annual  Meeting of  shareholders  of First
Midwest  Financial,  Inc.  will be held at our main  office  located at Fifth at
Erie, Storm Lake, Iowa, on Monday, January 28, 2002, at 1:00 p.m. local time. At
the  Annual  Meeting,  shareholders  will be asked to  consider  and vote on the
following:

     o Election of two directors, both for a term of three years.

     Your Board of Directors recommends that you vote "FOR" the election of both
of the director nominees.

     Shareholders  also will transact any other  business that may properly come
before the Annual Meeting, or any adjournments or postponements  thereof. We are
not aware of any other business to come before the meeting.

     The  record  date  for the  Annual  Meeting  is  November  30,  2001.  Only
shareholders  of record at the close of  business  on that date are  entitled to
notice of and to vote at the Annual Meeting or any  adjournment or  postponement
thereof.

     A proxy card and proxy  statement  for the  Annual  Meeting  are  enclosed.
Whether or not you plan to attend the Annual  Meeting,  please  take the time to
vote by signing,  dating and mailing the enclosed  proxy card which is solicited
on behalf of the Board of  Directors.  The proxy  will not be used if you attend
and vote at the Annual Meeting in person. Regardless of the number of shares you
own, your vote is very important. Please act today.

     Thank you for your continued interest and support.

                                            By Order of the Board of Directors

                                            / s / James S. Haahr
                                            JAMES S. HAAHR
                                            Chairman of the Board, President and
                                            Chief Executive Officer

Storm Lake, Iowa
December 17, 2001

--------------------------------------------------------------------------------
Important:  The  prompt  return of proxies  will save us the  expense of further
requests for proxies to ensure a quorum at the Annual  Meeting.  A pre-addressed
envelope  is  enclosed  for your  convenience.  No postage is required if mailed
within the United States.
--------------------------------------------------------------------------------


<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.
                                  Fifth at Erie
                             Storm Lake, Iowa 50588
                                 (712) 732-4117

                           --------------------------
                                 PROXY STATEMENT
                           --------------------------

                         ANNUAL MEETING OF SHAREHOLDERS
                           To be held January 28, 2002


                                  INTRODUCTION

     Our Board of  Directors is using this proxy  statement  to solicit  proxies
from the holders of First Midwest Financial, Inc. ("First Midwest" or "Company")
common stock for use at First Midwest's Annual Meeting of shareholders  ("Annual
Meeting"). We are mailing this proxy statement and the enclosed form of proxy to
our shareholders on or about December 17, 2001.

     Certain  information  provided herein relates to First Federal Savings Bank
of the  Midwest  and  Security  State  Bank,  both of  which  are  wholly  owned
subsidiaries  of First  Midwest.  First Federal  Savings Bank of the Midwest and
Security State Bank are sometimes  referred to in this proxy statement as "First
Federal" and "Security  State,"  respectively.  First Federal and Security State
are collectively referred to in this proxy statement as the "Banks."


                      INFORMATION ABOUT THE ANNUAL MEETING

Time and Place of the Annual  Meeting;  Matters to be  Considered  at the Annual
Meeting

     Time and Place of the Annual  Meeting.  Our Annual  Meeting will be held as
follows:

     Date:    January 28, 2002
     Time:    1:00 p.m., local time
     Place:   First Federal Savings Bank of the Midwest
              Fifth at Erie
              Storm Lake, Iowa

     Matters to be  Considered  at the Annual  Meeting.  At the Annual  Meeting,
shareholders  of First  Midwest are being  asked to  consider  and vote upon the
election of two  directors,  each for a three year term. The  shareholders  also
will  transact  any other  business  that may  properly  come  before the Annual
Meeting.  As of the date of this proxy statement,  we are not aware of any other
business to be presented for  consideration at the Annual Meeting other than the
matters described in this proxy statement.

Voting Rights; Vote Required

     Voting Rights of Shareholders. November 30, 2001 is the record date for the
Annual  Meeting.  Only  shareholders  of record of First Midwest common stock on
that date as of the close of business  are


                                       1
<PAGE>

entitled to notice of and to vote at the Annual Meeting. You are entitled to one
vote for each share of First Midwest common stock you own. On November 30, 2001,
2,469,727  shares of First Midwest common stock were outstanding and entitled to
vote at the Annual Meeting.

     ESOP Shares.  We maintain the First Midwest  Employee Stock  Ownership Plan
("ESOP")  which owns  approximately  9.46 percent of First Midwest common stock.
Employees  of First  Midwest and the Banks  participate  in the ESOP.  Each ESOP
participant  is entitled  to  instruct  the trustee of the ESOP how to vote such
participant's  shares of First Midwest common stock allocated to his or her ESOP
account.  If an ESOP participant  properly executes the voting  instruction card
distributed by the ESOP trustee,  the ESOP trustee will vote such  participant's
shares  in  accordance  with  the  participant's  instructions.  Where  properly
executed  voting  instruction  cards are  returned to the ESOP  trustee  with no
specific  instruction as how to vote at the Annual Meeting, the trustee may vote
such shares in its discretion.  In the event the ESOP participant  fails to give
timely  voting  instructions  to the trustee  with  respect to the voting of the
common stock that is  allocated  to the  participant's  ESOP  account,  the ESOP
trustee may vote such shares in its  discretion.  The ESOP trustee will vote the
shares of First  Midwest  common stock held in the ESOP but not allocated to any
participant's account in the manner directed by the majority of the participants
who directed the trustee as to the manner of voting their allocated shares.

     Shares held by a Broker.  If you are the beneficial owner of shares held by
a broker in "street name," your broker, as the record holder of the shares, will
vote  the  shares  in  accordance  with  your  instructions.  If you do not give
instructions to your broker,  your broker will  nevertheless be entitled to vote
the shares with respect to  "discretionary"  items, but will not be permitted to
vote your  shares  with  respect to  "non-discretionary"  items.  In the case of
non-discretionary  items, the shares will be treated as "broker  non-votes." The
election of directors is expected to be  considered a  "discretionary"  item, in
which case your broker may vote your shares without instructions from you.

     Votes  Required  for  Election of  Directors  and a Quorum.  Directors  are
elected by a plurality of the votes cast,  in person or by proxy,  at the Annual
Meeting  by  holders  of First  Midwest  common  stock.  This means that the two
director  nominees with the most  affirmative  votes will be elected to fill the
two available seats. Shares that are represented by proxy which are marked "vote
withheld" for the election of one or more director nominees and broker non-votes
will have no effect on the vote for the  election of  directors,  although  they
will be counted for purposes of determining  whether there is a quorum. A quorum
is necessary in order for us to conduct the Annual Meeting,  and if one third of
all the shares  entitled to vote are in  attendance  at the  meeting,  either in
person or by proxy, then the quorum requirement is met.

     If a  director  nominee  is  unable  to stand  for  election,  the Board of
Directors  may either  reduce the number of  directors to be elected or select a
substitute nominee. If a substitute nominee is selected,  the proxy holders will
vote your shares for the substitute nominee, unless you have withheld authority.
As of the date of this Proxy  Statement,  we are not aware of any reason  that a
director nominee would be unable to stand for election.

     Your Board of Directors unanimously  recommends that you vote "FOR" both of
the director nominees set forth in this proxy statement.

Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs

     Voting  of  Proxies.  You may vote in person at the  Annual  Meeting  or by
proxy. To ensure your  representation  at the Annual Meeting,  we recommend that
you vote now by proxy  even if you plan to attend the  Annual  Meeting.  You may
change your vote by  attending  and voting at the Annual  Meeting or  submitting
another proxy with a later date. See "-Revocability of Proxies" below.


                                       2
<PAGE>

     Voting  instructions  are  included  on your  proxy  card.  Shares of First
Midwest common stock  represented by properly  executed proxies will be voted by
the  individuals  named in such  proxy  in  accordance  with  the  shareholder's
instructions. Where properly executed proxies are returned to First Midwest with
no specific  instruction as how to vote at the Annual Meeting, the persons named
in the proxy will vote the shares  "FOR" the  election  of each of the  director
nominees.

     The  persons  named in the proxy  will have the  discretion  to vote on any
other business  properly  presented for  consideration  at the Annual Meeting in
accordance with their best judgment. We are not aware of any other matters to be
presented  at the Annual  Meeting  other than those  described  in the Notice of
Annual Meeting of Shareholders accompanying this document.

     You may receive  more than one proxy card  depending on how your shares are
held. For example, you may hold some of your shares  individually,  some jointly
with your spouse and some in trust for your  children -- in which case you would
receive three separate proxy cards to vote.

     Revocability of Proxies.  You may revoke your proxy before it is voted by:

     o    submitting a new proxy with a later date,

     o    notifying the Corporate  Secretary of First Midwest in writing  before
          the Annual Meeting that you have revoked your proxy, or

     o    voting in person at the Annual Meeting.

     If you plan to attend the  Annual  Meeting  and wish to vote in person,  we
will give you a ballot at the Annual Meeting.  However,  if your shares are held
in the  name  of  your  broker,  bank  or  other  nominee,  you  must  bring  an
authorization  letter from the broker,  bank or nominee indicating that you were
the  beneficial  owner of First Midwest  common stock on November 30, 2001,  the
record date for voting at the Annual Meeting, if you wish to vote in person.

     Proxy Solicitation  Costs. We will pay our own costs of soliciting proxies.
In addition to this mailing,  First Midwest's directors,  officers and employees
may also solicit proxies  personally,  electronically  or by telephone.  We will
also reimburse  brokers,  banks and other nominees for their expenses in sending
these materials to you and obtaining your voting instructions.

                                 STOCK OWNERSHIP

     The following table presents information regarding the beneficial ownership
of First Midwest common stock as of November 30, 2001, by:

     o    those persons or entities (or group of affiliated persons or entities)
          known by management to beneficially  own more than five percent of our
          outstanding common stock;

     o    each director and director nominee of First Midwest;

     o    each  executive   officer  of  First  Midwest  named  in  the  Summary
          Compensation Table appearing under "Executive Compensation" below; and

     o    all of the  executive  officers and  directors  of First  Midwest as a
          group.

                                       3
<PAGE>

     The persons  named in this table have sole  voting  power for all shares of
common stock shown as beneficially  owned by them, subject to community property
laws where applicable and except as indicated in the footnotes to this table.

     Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities  and  Exchange  Commission  (the "SEC").  In computing  the number of
shares  beneficially  owned by a person  and the  percentage  ownership  of that
person,  shares of common  stock  subject to  outstanding  options  held by that
person  that are  currently  exercisable  or  exercisable  within 60 days  after
November 30, 2001 are deemed outstanding.  Such shares,  however, are not deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.

<TABLE>
<CAPTION>
                                                                                Shares
                                                                             Beneficially      Percent of
                            Beneficial Owners                                  Owned (1)         Class
------------------------------------------------------------------------     ------------      ----------
<S>                                                                             <C>              <C>
First Midwest Financial, Inc. Employee Stock Ownership Plan(2)                  233,613           9.46%
E. Wayne Cooley, Director                                                        86,117           3.45
E. Thurman Gaskill, Director(3)                                                  51,914           2.10
James S. Haahr, Chairman of the Board, President and CEO(4)                     318,796          12.48
J. Tyler Haahr, Director, Senior Vice President, Secretary and COO(4)(5)        115,086           4.54
G. Mark Mickelson, Director                                                       3,250           0.13
Rodney G. Muilenburg, Director                                                  109,051           4.40
Jeanne Partlow, Director                                                          3,978           0.16
Donald J. Winchell, Senior Vice President, Treasurer and CFO                    148,620           5.94
Directors and executive officers of First Midwest                               836,812          31.12
  and the Banks as a group (8 persons)(6)

</TABLE>

---------------------

(1)  Included  in the shares  beneficially  owned by the named  individuals  are
     options to purchase shares of First Midwest common stock exercisable within
     60 days of November 30, 2001, as follows:  Mr. Cooley - 28,764 shares;  Mr.
     Gaskill - 4,264 shares;  Mr. James S. Haahr - 84,270  shares;  Mr. J. Tyler
     Haahr - 65,735 shares;  Mr.  Muilenburg - 6,264 shares;  and Mr. Winchell -
     30,338 shares.

(2)  Represents  shares  held by the ESOP,  218,613  shares  of which  have been
     allocated to accounts of  participants.  Pursuant to the terms of the ESOP,
     each  ESOP  participant  has the right to  direct  the  voting of shares of
     common  stock  allocated  to his or her  account  under the ESOP.  West Des
     Moines  State Bank,  West Des Moines,  Iowa,  as the ESOP  trustee,  may be
     deemed to beneficially  own the shares held by the ESOP which have not been
     allocated to the accounts of participants.

(3)  Includes  46,750  shares  as to  which  Mr.  Gaskill  has  reported  shared
     ownership.

(4)  James S. Haahr is the father of J. Tyler Haahr.

(5)  Includes  31,708 shares as to which Mr. J. Tyler Haahr has reported  shared
     ownership.

(6)  Includes  shares held directly,  as well as, jointly with family members or
     held by trusts,  with  respect to which  shares the listed  individuals  or
     group  members may be deemed to have sole or shared  voting and  investment
     power.  Included  in the  shares  reported  as  beneficially  owned  by all
     directors and executive  officers are options to purchase 219,635 shares of
     First Midwest common stock exercisable within 60 days of November 30, 2001.

                                       4
<PAGE>


                             ELECTION OF DIRECTORS

     Our Board of Directors  currently consists of seven members.  Approximately
one-third of the directors are elected annually to serve for a three-year period
or until their  respective  successors  are elected and  qualified.  Both of our
director nominees currently serve as First Midwest directors.

     The table below sets forth  information  regarding  our Board of Directors,
including  their age,  position  with First  Midwest and term of office.  If any
director nominee is unable to serve before the election, your proxy authorizes a
vote for a  replacement  nominee if our Board of  Directors  names one.  At this
time,  we are not aware of any reason why a nominee  might be unable to serve if
elected. Except as disclosed in this proxy statement,  there are no arrangements
or  understandings  between any nominee and any other  person  pursuant to which
such nominee was selected. The Board of Directors recommends you vote "FOR" each
of the director nominees.


<TABLE>
<CAPTION>
                                                                                      Director      Term to
         Name             Age            Position(s) Held in First Midwest            Since (1)     Expire
----------------------    ---    --------------------------------------------------   ---------     ------
                                               Nominees
                                               --------

<S>                        <C>   <C>                                                    <C>          <C>
E. Thurman Gaskill         66    Director                                               1982         2005
Rodney G. Muilenburg       57    Director                                               1989         2005

                                        Directors Remaining in Office
                                        -----------------------------
James S. Haahr(2)          62    Chairman of the Board, President and CEO               1962         2003
G. Mark Mickelson          35    Director                                               1997         2003
Jeanne Partlow             68    Director                                               1996         2003
E. Wayne Cooley            79    Director                                               1985         2004
J. Tyler Haahr(2)          38    Director, Senior Vice President, Secretary and COO     1992         2004

</TABLE>
-------------------
(1)  Includes service as a director of First Federal.

(2)  James S. Haahr is the father of J. Tyler Haahr.

     The principal  occupation of each director of First Midwest and each of the
nominees for director is set forth below.  All  directors and nominees have held
their present position for at least five years unless otherwise indicated.

     E. Thurman Gaskill - Since 1958, Mr. Gaskill has owned and operated a grain
farming  operation  located  near  Corwith,  Iowa.  Mr.  Gaskill has served as a
commissioner  with the Iowa  Department  of Economic  Development  and also as a
commissioner  with the Iowa  Department of Natural  Resources.  He has served as
President  of the  National  Corn  Growers  Association,  Chairman of the United
States  Feed  Grains  Council  and in  numerous  other  agricultural  positions.
Recognized for his outstanding  contributions to the industry, he has been named
to the  Agricultural  Hall of Fame at Iowa State  University in Ames,  Iowa. Mr.
Gaskill was  re-elected  to the Iowa State  Senate in 2000 and  represents  Iowa
District 8.

     Rodney G.  Muilenburg - Mr.  Muilenburg  is employed as a dairy  specialist
with Purina Mills,  Inc., and supervises the sale of agricultural  products in a
region that  encompasses  northwest  Iowa,  southeast South Dakota and southwest
Minnesota.  Mr.  Muilenburg  has been a member of Purina  Mills'  General  Sales
Advisory  Board  since  1986.  In 1991  he was  certified  by  Purina  Mills  in
Agri-business  management.  Mr. Muilenburg  received a B.A. degree in Biological
Science from Northwestern College,

                                        5
<PAGE>

Orange City,  Iowa in 1966; an M.A.  degree in secondary  school  education from
Mankato State University, Mankato, Minnesota in 1973; and a specialist degree in
secondary  school   administration  from  Mankato  State  University,   Mankato,
Minnesota in 1975.

     E. Wayne Cooley - Dr. Cooley has served as Executive  Secretary of the Iowa
Girls' High School  Athletic Union in Des Moines,  Iowa since 1954. In addition,
Dr.  Cooley  serves as Executive  Vice  President of the Iowa High School Speech
Association. He is also a member of the Drake Relays Executive Committee, and on
the Board of Directors of the Women's  College  Basketball  Association  Hall of
Fame. Dr. Cooley is a member of the Buena Vista University (formerly Buena Vista
College)  Board of  Trustees.  He has  served  as  Chairman  of the  Iowa  Heart
Association  and as Vice  Chairman  of the  Iowa  Games.  Dr.  Cooley  is a 1943
graduate  of Buena  Vista  College  in Storm  Lake,  Iowa,  and  holds  honorary
doctorate   degrees  from  Buena  Vista  University  in  Storm  Lake,  Iowa  and
Morningside College in Sioux City, Iowa.

     J. Tyler Haahr - Mr. Haahr is Senior Vice  President,  Secretary  and Chief
Operating  Officer of First  Midwest;  Executive Vice  President,  Secretary and
Chief Operating Officer of First Federal;  Vice President and Secretary of First
Services  Financial  Limited and Brookings  Service  Corporation  (both indirect
subsidiaries of the Company); and Chief Executive Officer of Security State. Mr.
Haahr has been employed by First Midwest and its affiliates since March 1997. He
was  previously  a partner  with the law firm of Lewis  and Roca  LLP,  Phoenix,
Arizona,  and had been with the firm  since  1989.  Mr.  Haahr is active in many
local  charities and was Co-chair for Buena Vista  University's  1998  Community
Campaign Fund-raising. Mr. Haahr received his B.S. degree with honors in 1986 at
the  University of South Dakota in Vermillion,  South Dakota.  He graduated with
honors from the Georgetown University Law Center, Washington, D.C., in May 1989.

     James S. Haahr - Mr.  Haahr is the  Chairman  of the Board,  President  and
Chief  Executive  Officer of First  Midwest,  a position  he has held since June
1993.  Mr. Haahr is also Chairman of the Board,  President  and Chief  Executive
Officer of First Federal.  Mr. Haahr serves as Chairman of the Board of Security
State.  He is a member of the Board of Trustees and  Chairman of the  Investment
Committee  of the Board of Buena  Vista  University.  Mr.  Haahr  has  served in
various  capacities  with First Federal since beginning his career with the bank
in 1961.  He is a member of the  Savings  Association  Insurance  Fund  Industry
Advisory Committee and a member of the Legislative Committee of the Iowa Bankers
Association.  Mr.  Haahr is a former Vice  Chairman of the Board of Directors of
the Federal Home Loan Bank of Des Moines,  former Chairman of the Iowa League of
Savings  Institutions,   a  former  director  of  the  U.S.  League  of  Savings
Institutions  and a  former  member  of the  Board  of  Directors  of  America's
Community  Bankers.  Mr. Haahr received his B.S. degree in 1962 from Buena Vista
College in Storm Lake, Iowa.

     G.  Mark  Mickelson  - Mr.  Mickelson  is a Vice  President  with  Blue Dot
Services,  a  subsidiary  of  Northwestern  Corporation  and  was  previously  a
principal with  Northwestern  Growth  Corporation,  a subsidiary of Northwestern
Corporation  in Sioux Falls,  South  Dakota and has been with the company  since
November  1996.  Blue Dot  Services  is an  investment  of  Northwestern  Growth
Corporation  engaged  primarily  in the  heating  and air  conditioning  service
business.  Northwestern  Growth  Corporation  is the corporate  development  and
investment function of Northwestern Corporation.  Previously,  Mr. Mickelson was
employed as an executive officer of Hegg Companies in Sioux Falls, South Dakota.
Mr. Mickelson received his undergraduate degree in Business  Administration from
the University of South Dakota in Vermillion, South Dakota in 1988. He graduated
with high honors from Harvard Law School in 1993,  is an inactive  member of the
South Dakota Bar Association and a Certified Public Accountant. Mr. Mickelson is
involved in a number of local charities.

                                       6
<PAGE>

     Jeanne Partlow - Mrs. Partlow retired in June 1998 as President of the Iowa
Savings Bank  Division of First  Federal,  located in Des Moines  Iowa.  She was
President,  Chief  Executive  Officer and  Chairman of the Board of Iowa Savings
Bank,  F.S.B.  from 1987 until it was acquired by and became a division of First
Federal  in  December  1995.  Mrs.  Partlow  is a past  member  of the  Board of
Directors  of the  Federal  Home Loan Bank of Des  Moines.  She has more than 30
years of bank management experience.

                             MEETINGS AND COMMITTEES

Meetings

     Meetings of the Board of Directors are generally  held on a monthly  basis.
The Board of  Directors  conducted 12 regular  meetings and one special  meeting
during fiscal 2001.  Each director  attended at least 75% of the Board  meetings
and any committees on which he or she served.

Committees

     The  Board  of  Directors  of  First   Midwest  has  an  Audit   Committee,
Compensation Committee and a Stock Option Committee.  Our entire Board serves as
the Nominating Committee.

     Audit Committee       Compensation Committee      Stock Option Committee
     ---------------       ----------------------      ----------------------

     E. Wayne Cooley       E. Wayne Cooley             E. Wayne Cooley
     G. Mark Mickelson     E. Thurman Gaskill          G. Mark Mickelson
     Jeanne Partlow        Rodney G. Muilenburg        Rodney G. Muilenburg
                                                       Jeanne Partlow

     The Audit  Committee met three times during  fiscal 2001.  The functions of
the Audit Committee are as follows:

     o    Monitor the integrity of the Company's financial reporting process and
          systems  of  internal  controls  regarding  finance,  accounting,  and
          regulatory compliance;

     o    Monitor the independence and performance of the Company's  independent
          auditors and internal auditing department; and

     o    Provide an avenue of  communication  among the  independent  auditors,
          management,  the  internal  auditing  department,  and  the  Board  of
          Directors.

     The  Compensation  Committee  met  three  times  during  fiscal  2001.  The
functions of the Compensation Committee are as follows:

     o    Make salary and bonus recommendations, administer our restricted stock
          plan, and determine terms and conditions of employment of the officers
          of First Midwest;

     o    Oversee the  administration  of our employee  benefit  plans  covering
          employees generally; and

     o    Make  recommendations  to the Board of  Directors  with respect to our
          compensation policies.

                                       7
<PAGE>

     The Stock Option  Committee met one time during fiscal 2001.  The functions
of the Stock Option Committee are as follows:

     o    Administer our stock incentive plans; and

     o    Make  recommendations  to the Board of  Directors  with respect to our
          stock compensation policies.

     The entire Board of Directors acts as a nominating  committee for selecting
nominees for election as directors.  Nominations  of persons for election to the
Board of  Directors  may be made  only by or at the  direction  of the  Board of
Directors or by any  shareholder  entitled to vote for the election of directors
who  complies  with the  notice  procedures  set forth in the  By-laws  of First
Midwest. Pursuant to the By-laws,  nominations by shareholders must be delivered
in writing to the  Secretary of First Midwest at least 30 days prior to the date
of the Annual Meeting;  provided,  however,  that in the event that less than 40
days' notice or prior  disclosure of the date of the Annual  Meeting is given or
made to shareholders,  to be timely,  notice by the shareholder must be received
at the  executive  offices of First Midwest not later than the close of business
on the  10th  day  following  the day on which  such  notice  of the date of the
meeting was mailed or such public disclosure thereof was made.

Audit Committee Matters

     The following Report of the Audit Committee of the Board of Directors shall
not be deemed to be soliciting  material or to be  incorporated  by reference by
any general  statement  incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities  Exchange Act of 1934,
except to the extent First Midwest  Financial,  Inc.  specifically  incorporates
this Report therein, and shall not otherwise be deemed filed under such Acts.

     Audit Committee Report. The Audit Committee has issued the following report
with respect to the audited  financial  statements of the Company for the fiscal
year ended September 30, 2001:

     o    The Audit  Committee  has reviewed and  discussed  with the  Company's
          management the Company's fiscal 2001 audited financial statements;

     o    The Audit  Committee  has  discussed  with the  Company's  independent
          auditors  (McGladrey  &  Pullen,  LLP)  the  matters  required  to  be
          discussed  by Statement on Auditing  Standards  No. 61  "Communication
          with Audit Committees";

     o    The Audit  Committee has received the written  disclosures  and letter
          from the independent auditors required by Independence Standards Board
          Standard No. 1 (which relates to the auditors'  independence  from the
          Company and its related  entities) and has discussed with the auditors
          their independence from the Company; and

     o    Based on the review and  discussions  referred  to in the three  items
          above, the Audit Committee  recommended to the Board of Directors that
          the fiscal  2001  audited  financial  statements  be  included  in the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          September 30, 2001.

     Submitted by the Audit Committee of the Company's Board of Directors:

         E. Wayne Cooley     G. Mark Mickelson     Jeanne Partlow

                                       8
<PAGE>

     Audit  Committee  Member  Independence  and Audit Committee  Charter.  Each
member  of  the  First  Midwest  Audit  Committee  is  "independent"  under  the
definition of independence  contained in the National  Association of Securities
Dealers' listing  standards for the Nasdaq Stock Market.  The Company's Board of
Directors has adopted a written audit committee charter.

     In  accordance  with SEC rules related to auditor  independence,  the table
below shows fees for audit services rendered by McGladrey & Pullen, LLP and fees
for other services rendered by McGladrey & Pullen, LLP or its associated entity,
RSM McGladrey,  Inc., to the Company and its  affiliates  during the fiscal year
2001.

   Audit fees......................................................  $54,000
   Financial Information Systems Design and Implementation fees....  $ - 0 -
   All Other Fees..................................................  $43,000


                            COMPENSATION OF DIRECTORS


     During the fiscal year ended  September  30, 2001,  all  directors of First
Midwest  received an annual  retainer of $5,000.  For fiscal 2001,  non-employee
directors  of  First  Federal  were  paid  an  annual  retainer  of  $6,000  and
non-employee  directors  of  Security  State  were not paid an annual  retainer.
Directors  of First  Midwest do not receive any  additional  fees for  attending
board or committee meetings.  Each of the directors of First Midwest also serves
as a director  for each of the Banks.  Board  members who are  employees  of the
Banks do not  receive a fee for their  service  on the Banks'  Boards,  or their
respective committees.  Non-employee directors of First Federal receive $750 for
each  meeting of the board  attended and $200 for each board  committee  meeting
attended. Non-employee directors of Security State receive $400 for each meeting
of the board attended and $100 for each board committee meeting attended.


                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth summary information concerning  compensation
awarded to, earned by or paid to First Midwest's chief executive officer and its
other executive  officers,  whose total salary and bonus exceeded $100,000,  for
services  rendered in all capacities during the fiscal years ended September 30,
2001,  2000 and 1999.  Each of these  officers  received  perquisites  and other
personal benefits in addition to salary and bonus during the periods stated. The
aggregate amount of these perquisites and other personal benefits,  however, did
not exceed the lesser of $50,000 or 10% of the total of their annual  salary and
bonus and, therefore,  has been omitted as permitted by the rules of the SEC. We
will use the term  "named  executive  officers"  from time to time in this proxy
statement to refer to the officers listed in the table below.

                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                                                   Long Term
                                                           Annual                Compensation
                                                        Compensation                Awards
                                                        ------------            -------------
                                                                             Restricted
                                                                                Stock      Options
                                                                                Awards      /SARs        All Other
    Name and Principal Position         Year      Salary ($)   Bonus ($)         ($)         (#)      Compensation ($)
    ---------------------------         ----     ----------    ---------     ----------    -------    ----------------
<S>                                     <C>      <C>            <C>           <C>            <C>             <C>
James S. Haahr                          2001     $207,000(1)    $58,000          $ --        5,250          $41,482(5)
  Chairman of the Board, President      2000      207,000(1)     55,000            --        4,500           46,475
  and CEO                               1999      180,000(1)     53,373            --        4,987           39,242

J. Tyler Haahr                          2001     $221,000(2)    $62,640            --        5,670          $44,483(5)
  Senior Vice President, Secretary      2000      205,000(2)     55,000            --        4,500           52,463
  and COO                               1999      168,750(2)    118,310(3)    $67,756(4)     4,724           36,512

Donald J. Winchell                      2001       $142,500     $34,200            --        3,099          $28,972(5)
  Senior Vice President, Treasurer      2000        137,500      37,813            --        3,094           30,753
  and CFO                               1999        125,000      38,125            --        3,562           24,610


</TABLE>

--------------------

(1)  Includes  $2,000 of  compensation  deferred in fiscal 2001,  2000, and 1999
     pursuant  to the  deferred  compensation  agreement  entered  into  in 1980
     between Mr. James S. Haahr and First Federal and $5,000,  $5,000 and $3,000
     in fiscal 2001,  2000 and 1999,  respectively  for service as a director of
     First Midwest.

(2)  Includes  $5,000,  $5,000 and $3,000 paid to Mr. J. Tyler Haahr for service
     as a director of First Midwest in fiscal 2001, 2000 and 1999, respectively.

(3)  Includes  a cash  bonus of  $50,554  and a stock  bonus of 5,212  shares of
     common stock with an aggregate dollar value of $67,756. The dollar value of
     the  common  stock is based on the  average  of the  closing  bid and asked
     prices of First Midwest's common stock as quoted on The Nasdaq Stock Market
     on September 30, 1999,  the date of the grant.  The stock award vested upon
     grant.

(4)  Represents the aggregate  dollar value of a restricted stock award of 5,212
     shares of First Midwest's  common stock.  The dollar value of the award was
     based on the average of the closing bid and asked prices of First Midwest's
     common stock as quoted on The Nasdaq  Stock  Market on September  30, 1999,
     the date of the grant.  The restricted  stock award vested on September 30,
     2000.

(5)  Represents  the value as of  September  30, 2001 of  allocations  under the
     ESOP,  contributions  under the First Federal Profit Sharing Plan, payments
     under the First Federal Benefit  Equalization  Plan and term life insurance
     premiums paid to or on behalf of the named executive officers,  as follows:
     Mr. James S. Haahr - $9,686, $17,924,  $13,200 and $672; Mr. J. Tyler Haahr
     - $9,686,  $17,349,  $16,749 and $699; and Mr. Winchell - $9,686,  $15,984,
     $2,823 and $479.

Option Grants in Last Fiscal Year

     The  following  table  sets  forth  information  regarding  grants of stock
options under our stock option and  incentive  plans made during the fiscal year
ended September 30, 2001 to the named executive officers.  The amounts shown for
each named executive officer as potential realizable values are based on assumed
annualized  rates of stock price  appreciation  of five  percent and ten percent
over the full ten-year  term of the options,  which would result in stock prices
of approximately $22.23 and $35.40,  respectively,  for options with an exercise
price of $13.65.  No gain to the  optionees  is possible  without an increase in
stock price, which benefits all stockholders  proportionately.  Actual gains, if
any,  on option  exercise  and  common  stock  holdings  depend  upon the future
performance of First Midwest  common stock and overall stock market  conditions.
There can be no assurance  that the  potential  realizable  values shown in this
table will be achieved.

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                                Potential Realizable
                                                                                              Value at Assumed Annual
                                                                                                   Rates of Stock
                                                                                              Appreciation for Option
                                   Individual Grants                                                   Terms
---------------------------------------------------------------------------------------       ------------------------
                         Number of         % of Total          Exercise
                         Securities      Options Granted        or Base
                     Underlying Options  to Employees in        Price        Expiration           5%           10%
         Name           Granted (#)         Fiscal Year         ($/Sh)          Date             ($)           ($)
------------------   ------------------  ---------------       --------      ----------          ---           ---
<S>                        <C>                <C>               <C>            <C>            <C>             <C>
James S. Haahr             5,250              16.5%             $13.65         9-29-11        $ 45,068        $114,212
J. Tyler Haahr             5,670              17.9               13.65         9-29-11          48,674         123,348
Donald J. Winchell         3,099               9.8               13.65         9-29-11          26,603          67,417

</TABLE>


     The option  exercise  price of the options  granted to the named  executive
officers shown above was the fair market value of First  Midwest's  common stock
on the date of grant.  These options vested as of the date of grant. The options
may not be  transferred  in any manner other than by will or the laws of descent
and  distribution  and may be exercised during the lifetime of the optionee only
by the optionee or his legal representative upon the optionee's death.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

     The following  table  summarizes for each of the named  executive  officers
certain  information  relating  to stock  options  exercised  by them during the
fiscal year ended  September  30,  2001.  Value  realized  upon  exercise is the
difference between the fair market value of the underlying stock on the exercise
date and the exercise or base price of the option.  The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the  underlying  stock on September  30,
2001, which was $13.65 per share. These values,  unlike the amounts set forth in
the column "Value  Realized," have not been, and may never be,  realized.  These
options have not been, and may not ever be, exercised.  Actual gains, if any, on
exercise will depend on the value of First  Midwest  common stock on the date of
exercise.  There  can be no  assurance  that  these  values  will  be  realized.
Unexercisable options are those which have not yet vested.

<TABLE>
<CAPTION>

                                                                                           Value of Unexercised
                                                           Number of Unexercised           In-the-Money Options
                                                           Options at FY-End (#)                 at FY-End
                                                           ---------------------                 ---------
                           Shares
                         Acquired on        Value
                          Exercise         Realized      Exercisable   Unexercisable    Exercisable    Unexercisable
         Name               (#)               ($)            (#)           (#)              ($)             ($)
------------------       -----------       --------      -----------   -------------    ------------   -------------
<S>                        <C>             <C>              <C>                         <C>                 <C>
James S. Haahr             20,000          $132,566         84,270          --          $297,400            $--
J. Tyler Haahr               --               --            65,735          --          $ 71,400             --
Donald J. Winchell           --               --            30,338          --          $ 37,987             --

</TABLE>

                                       11
<PAGE>

Employment Agreements

     First Federal has an employment  agreement with each of the named executive
officers. The employment agreements are designed to assist First Midwest and the
Banks in  maintaining  a stable and  competent  management  team.  The continued
success of First Midwest and the Banks depends,  to a significant degree, on the
skills and competence of their officers.  Each employment agreement provides for
annual base salary in an amount not less than the employee's  current salary and
a term of three years.  Each  agreement  provides for extensions of one year, in
addition to the then-remaining term under the agreement,  on each anniversary of
the effective date of the agreement,  subject to a formal performance evaluation
performed by  disinterested  members of the Board of Directors of First Federal.
The agreements  terminate upon such named executive  officer's death, for cause,
in certain events specified by Office of Thrift Supervision  regulations,  or by
such named executive officer upon 90 days notice to First Federal.  For the year
ended September 30, 2001, the disinterested  members of First Federal's Board of
Directors  authorized  one year  extensions  of the  named  executive  officers'
employment agreements.

     Each  employment  agreement  provides  for  payment to the named  executive
officer  of the  greater  of his  salary  for the  remainder  of the term of the
agreement, or 299% of his base compensation,  in the event there is a "change in
control"  of  First  Midwest  or  First  Federal  where  employment   terminates
involuntarily  in  connection  with such  change in  control or within 12 months
thereafter.  This  termination  payment is subject to reduction by the amount of
all other compensation to the named executive officer deemed for purposes of the
Internal  Revenue Code of 1986,  as amended,  to be  contingent  on a "change in
control",  and may not exceed three times the named executive  officer's average
annual  compensation  over the most recent five year period or be non-deductible
by First  Federal  for  federal  income tax  purposes.  For the  purposes of the
employment  agreements,  a change in control is defined as any event which would
require the filing of an  application  for  acquisition  of control or notice of
change in control  pursuant to 12 C.F.R.  ss. 574.3 or ss. 574.4,  respectively.
These events are generally  triggered prior to the acquisition or control of 10%
of First Midwest's common stock. Each agreement also guarantees participation in
an equitable manner in employee benefits applicable to executive personnel.

     Based on their current salaries,  if employment of Messrs.  James S. Haahr,
J. Tyler Haahr and Winchell had been terminated as of September 30, 2001,  under
circumstances  entitling them to termination  payments as described above,  they
would have been  entitled to receive  lump sum cash  payments  of  approximately
$822,000, $855,000 and $623,000, respectively.


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Compensation  of the  executive  officers of First Midwest and the Banks is
currently  determined  by the  Compensation  Committee of First  Federal and the
Stock Option Committee of First Midwest. Directors Cooley, Mickelson, Muilenburg
and Partlow, each of whom are non-employee directors, are the current members of
both of these  committees.  All  decisions  by the  First  Federal  Compensation
Committee  relating to the cash compensation of executive  officers are reviewed
by the full  Board of First  Federal,  except  that Board  members  who are also
executive  officers do not  participate  in  deliberations  regarding  their own
compensation. See "Compensation Committee Report" below.


                                       12
<PAGE>


                          COMPENSATION COMMITTEE REPORT

     First Midwest has not paid any cash compensation to its executive  officers
since its formation. All executive officers of First Midwest also currently hold
positions with First Federal and receive cash  compensation  from First Federal.
The  function of  administering  the  executive  compensation  policies of First
Federal is  currently  performed by the  Compensation  Committee of the Board of
Directors of First Federal,  consisting of Directors Cooley, Mickelson,  Partlow
and  Muilenburg.  All  decisions  by the First  Federal  Compensation  Committee
relating to the cash  compensation  of First  Federal's  executive  officers are
reviewed by the full Board of First  Federal,  except that Board members who are
also executive  officers do not  participate in  deliberations  regarding  their
respective compensation.

     Stock  option  awards  granted  under  First  Midwest's  stock  option  and
incentive plans are made solely by the First Midwest Stock Option Committee.

Overview and Philosophy

     The First Federal  Compensation  Committee has developed and implemented an
executive  compensation  program that is based on guiding principles designed to
align executive compensation with the values and objectives,  business strategy,
management  initiatives,  and the business and  financial  performance  of First
Midwest  and  the  Banks.  In  applying  these  principals,  the  First  Federal
Compensation Committee has established a program to:

     o    Support a  performance-oriented  environment that rewards  performance
          not only  with  respect  to our  goals,  but also our  performance  as
          compared to that of industry performance levels;

     o    Attract and retain key executives critical to our long-term success;

     o    Integrate  compensation  programs  with both First  Midwest's  and the
          Banks'   annual  and  long-term   strategic   planning  and  measuring
          processes; and

     o    Reward   executives  for  long-term   strategic   management  and  the
          enhancement of shareholder value.

     Furthermore,   in  making   compensation   decisions,   the  First  Federal
Compensation Committee focuses on the individual  contributions of our executive
officers.  The First Federal  Compensation  Committee uses its discretion to set
executive  compensation  where,  in  its  judgement,  external,  internal  or an
individual's  circumstances warrant it. The First Federal Compensation Committee
also periodically reviews, both internally and through independent  consultants,
the compensation policies of other similarly situated companies, as set forth in
various industry  publications,  to determine whether our compensation decisions
are competitive within our industry.

Executive Officer Compensation Program

     The  executive  officer  compensation  program is comprised of base salary,
annual incentive bonuses,  long-term incentive compensation in the form of stock
options and restricted stock awards, and various benefits, including medical and
retirement plans generally available to employees of the Banks.

     Base Salary.  Base salary levels for executive  officers are  competitively
set  relative  to  other  publicly  traded  banking  and  thrift  companies.  In
determining base salaries,  the First Federal Compensation  Committee also takes
into  account   individual   experience  and  performance  and  specific  issues
particular to First Midwest and the Banks.

                                       13
<PAGE>

     Annual Incentive  Bonuses.  A program of annual incentive  bonuses has been
established  for  executive  officers  of First  Midwest and the Banks to reward
those officers who provide a level of performance  warranting recognition in the
form of compensation  above base salary.  Incentive bonuses are awarded based on
achievement of individual  performance  goals and overall  performance  goals of
First  Midwest and the Banks,  which are  established  at the  beginning of each
fiscal year.  Awards are determined as a percentage of each executive  officer's
base salary.

     Stock Benefit Plans. The stock option and incentive plans are our long-term
incentive  plans for  directors,  officers and  employees.  The objective of the
program is to align executive and shareholder  long-term interests by creating a
strong and direct link between  executive pay and First  Midwest's  performance,
and to enable executives to develop and maintain a significant,  long-term stock
ownership  position in First Midwest  common  stock.  Awards are made at a level
calculated  to be  competitive  with other  publicly  traded  banking and thrift
companies.

Chief Executive Officer Compensation

     Mr. James S. Haahr was  appointed  to the  position of President  and Chief
Executive  Officer of First  Federal in 1974 and Chairman in 1990,  and has also
served in such  capacities with First Midwest since its  incorporation  in 1993.
Mr.  Haahr's  fiscal 2001 base  salary was  $200,000  per year,  subject to such
adjustments  in  future  years as  shall  be  determined  by the  First  Federal
Compensation Committee. In 2000, the First Federal ACP Committee (predecessor to
the present  Compensation  Committee) noted that Mr. Haahr's base salary had not
been  changed for four years and that the median  base salary paid to  executive
officers in  comparable  positions  was higher than that paid to Mr.  Haahr.  As
such,  in 2000 the First  Federal ACP Committee  determined  it  appropriate  to
increase Mr.  Haahr's base salary for fiscal 2000.  Mr.  Haahr's base salary for
the fiscal year ended September 30, 2000 was $200,000.

     In reviewing  the award of  incentive-based  compensation  to Mr. Haahr for
fiscal 2001, the Committee  noted that,  although core earnings  declined due to
pressure from  tightened net interest  margins,  the Company's  balance sheet is
structured to provide minimal sensitivity to rising interest rates. In addition,
core earnings  declined due to costs associated with the start-up of new offices
and to  company-wide  technological  enhancements,  both of which  position  the
Company for long-term growth opportunities. Deposit balances grew to an all-time
high as a result of internal  growth from  existing  and newly  opened  offices.
Lower costing transaction accounts increased significantly during the year. Loan
balances also rose to an all-time high, while the ratio of non-performing  loans
to total  loans at fiscal  year end  continues  to be below  state and  national
averages.  As such,  the  First  Federal  Compensation  Committee  and the First
Midwest Stock Option Committee  determined First Midwest's  overall  performance
warranted the payment of a cash bonus and an award of stock options to Mr. Haahr
for fiscal 2001

     The effect of Section  162(m) of the Internal  Revenue Code is to eliminate
the deductibility of compensation over $1 million, with certain exclusions, paid
to each of certain  highly  compensated  executive  officers  of  publicly  held
corporations.  Section  162(m)  applies  to  all  remuneration,  both  cash  and
non-cash, that would otherwise be deductible for tax years beginning on or after
January 1, 1994, unless expressly excluded.  Because the current compensation of
each of our named executive officers is below the $1 million threshold,  we have
not yet considered our policy regarding this provision.

     The  foregoing  report is  furnished  by the  members  of the  Compensation
Committee of First Federal and Stock Option  Committee of the Board of Directors
of First Midwest.

  E. Wayne Cooley   G. Mark Mickelson    Rodney G. Muilenburg    Jeanne Partlow

                                       14
<PAGE>

                   SHAREHOLDER RETURN PERFORMANCE PRESENTATION

     The rules and  regulations  of the SEC require the  presentation  of a line
graph comparing,  over a period of five years, the cumulative total  shareholder
return to a  performance  indicator of a broad equity  market index and either a
nationally  recognized  industry index or a peer group index  constructed by us.
The following  graph compares the  performance of First  Midwest's  common stock
with the Media General Savings and Loan Index and the Nasdaq Stock Market Index.
The  comparison  assumes $100 was  invested on September  30, 1996 in our common
stock and in each of the foregoing  indices and assumes the  reinvestment of all
dividends.  Historical stock price performance is not necessarily  indicative of
future stock price performance.



                        [Performance Graph Appears Here]


<TABLE>
<CAPTION>

                 Comparison of Five-year Cumulative Total Return
          (First Midwest, Media General Savings and Loan Index and the
                           Nasdaq Stock Market Index)

                                9/30/96     9/30/97   9/30/98    9/30/99    9/29/00    9/28/01
                                -------    -------    -------    -------    -------    -------
<S>                             <C>        <C>        <C>        <C>        <C>        <C>
First Midwest...............    $100.00    $125.51    $111.41    $ 85.28    $ 66.80    $ 99.21
MG Savings and Loan Index...     100.00     169.69     149.73     144.00     175.95     234.69
Nasdaq Market Index.........     100.00     135.92     141.25     228.51     312.59     128.07

</TABLE>
                              CERTAIN TRANSACTIONS

         The Banks have followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. As of
September 30, 2001, all loans or extensions of credit to executive officers and
directors were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and do not involve more than the normal risk of repayment or
present other unfavorable features.

                                       15
<PAGE>

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Securities  Exchange  Act of  1934  requires  First
Midwest's directors and executive officers, and persons who own more than 10% of
a registered  class of First Midwest's equity  securities,  to file with the SEC
initial  reports of  ownership  and  reports of  changes in  ownership  of First
Midwest  common stock and other equity  securities of First Midwest by the tenth
of the month  following  a change.  Officers,  directors  and  greater  than 10%
shareholders  are  required by SEC  regulations  to furnish  First  Midwest with
copies of all Section 16(a) forms they file.

     To First  Midwest's  knowledge,  based  solely on a review of the copies of
such reports  furnished  to First  Midwest and written  representations  that no
other reports were required during the fiscal year ended September 30, 2001, all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10 percent beneficial owners were complied with.

                              INDEPENDENT AUDITORS

     The Company's independent auditors are McGladrey & Pullen, LLP, independent
certified public  accountants.  Representatives  of McGladrey & Pullen,  LLP are
expected to be present at the Annual Meeting to respond to appropriate questions
and to make a statement if they desire.

     The  Company's  Audit  Committee  has  considered  and  concluded  that the
provision of all  non-auditing  services (and the aggregate fees billed for such
services)  in the fiscal year ended  September  30, 2001 by  McGladrey & Pullen,
LLP, the principal  independent  auditors,  is compatible  with  maintaining the
principal auditors' independence.

             SHAREHOLDER PROPOSALS FOR THE YEAR 2002 ANNUAL MEETING

     Shareholder  proposals  to be  presented  at First  Midwest's  2003  Annual
Meeting of  Shareholders  must be received by our Secretary no later than August
17, 2002 to be eligible for inclusion in the First Midwest's proxy statement and
form of proxy  related to the 2003 Annual  Meeting.  Any such  proposal  will be
subject to the  requirements  of the proxy rules  adopted  under the  Securities
Exchange  Act  of  1934,  as  amended,  and as  with  any  shareholder  proposal
(regardless  of whether  such  proposal  is included  in First  Midwest's  proxy
materials),  First Midwest's certificate of incorporation,  by-laws and Delaware
law.

     To be considered for  presentation at the next Annual Meeting,  but not for
inclusion in the Company's  proxy  statement and form of proxy for that meeting,
proposals must be received by the Company by the Deadline.  The "Deadline" means
the date that is 30 days prior to the date of the next Annual Meeting;  however,
in the event that less than 40 days' notice of the date of such meeting is given
to  stockholders,  the  "Deadline"  means the close of business on the tenth day
following  the day on which  notice of the date of the meeting was mailed.  If a
stockholder  proposal  that is  received by the  Company  after the  Deadline is
raised at the next Annual  Meeting,  the holders of the proxies for that meeting
will have the  discretion to vote on the proposal in accordance  with their best
judgment and discretion, without any discussion of the proposal in the Company's
proxy statement for the next Annual Meeting.

                                  OTHER MATTERS

     The Board of  Directors  is not aware of any  business  to come  before the
Annual Meeting other than those matters described above in this proxy statement.
However,  if any other matter should properly come before the Annual Meeting, it
is intended that holders of the proxies will act in  accordance  with their best
judgment.

                                       16


<PAGE>


X PLEASE MARK VOTES
  AS IN THIS EXAMPLE

                                 REVOCABLE PROXY
                         FIRST MIDWEST FINANCIAL, INC.

               ANNUAL MEETING OF SHAREHOLDERS - JANUARY 28, 2002

This  proxy is being  solicited  on behalf of the  Board of  Directors  of First
Midwest Financial, Inc.

     The  undersigned  hereby  appoints the members of the Board of Directors of
First  Midwest  Financial,   Inc.,  and  its  survivors,   with  full  power  of
substitution, and authorizes them to represent and vote, as designated below and
in accordance with their judgment upon any other matters  properly  presented at
the annual meeting,  all the shares of First Midwest Financial common stock held
of record by the  undersigned  at the close of business on November 30, 2001, at
the  annual  meeting  of  shareholders,  and  at any  and  all  adjournments  or
postponements thereof.

1. The election of E. THURMAN  GASKILL and RODNEY G. MUILENBURG as directors for
terms of three years.
                               WITH-     FOR ALL
                      FOR      HOLD      EXCEPT
                      [_]       [_]        [_]

INSTRUCTIONS: To vote for all nominees mark the box "FOR" with an "X". To
withhold your vote for all nominees mark the box "WITHHOLD" with an "X". To
withhold your vote for an individual nominee mark the box "FOR ALL EXCEPT" with
an "X" and write the name of the nominee on the line provided below for whom you
wish to withhold your vote.

-------------------------------------------------

     The  Board  of  Directors  recommends  a vote  "FOR"  the  election  of the
above-named directors.

     The undersigned  acknowledges  receipt from First Midwest Financial,  Inc.,
prior to the execution of this proxy, of the Notice of Annual Meeting  scheduled
to be held on January 28, 2002,  an Annual Report to  Shareholders  for the year
ended September 30, 2001, and a proxy  statement  relating to the business to be
addressed at the meeting.

     This proxy,  when properly  executed,  will be voted in the manner directed
herein by the  undersigned  shareholder(s).  If no direction is made, this proxy
will be voted FOR the  election  of the  directors  set forth  herein.  Should a
director  nominee be unable to serve as a director,  an event that First Midwest
Financial,  Inc. does not currently anticipate,  the persons named in this proxy
reserve  the  right,  in  their  discretion,  to vote for a  substitute  nominee
designated by the Board of Directors.

     Please sign  exactly as your  name(s)  appear(s)  above on this card.  When
signing as attorney,  executor,  administrator,  trustee, guardian, or corporate
officer,  please give your full title.  If shares are held jointly,  each holder
should sign.

                                             ___________________________________
     Please be sure to sign and date         Date
     this Proxy in the box below.
________________________________________________________________________________
  Shareholder sign above         Co-holder (if any) sign above


=> Detach above card, date, sign and mail in postage-paid envelope provided. =>

                          FIRST MIDWEST FINANCIAL, INC.

--------------------------------------------------------------------------------

This proxy may be revoked at any time  before it is voted by  delivering  to the
Secretary of First Midwest  Financial,  Inc. on or before the taking of the vote
at the annual meeting,  a written notice of revocation bearing a later date than
the proxy or a later  dated proxy  relating to the same shares of First  Midwest
Financial,  Inc.  common stock, or by attending the annual meeting and voting in
person.  Attendance  at the annual  meeting  will not in itself  constitute  the
revocation  of a proxy.  If this proxy is properly  revoked as described  above,
then the power of such  attorneys and proxies shall be deemed  terminated and of
no further force and effect.

        PLEASE PROMPTLY COMPLETE, DATE, SIGN, AND MAIL THE ATTACHED PROXY
             IN THE ENCLOSED, PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.


IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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