[FIRST MIDWEST FINANCIAL, INC. LETTERHEAD]









                                                               December 15, 2004



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 24, 2005, 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
postage-paid  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  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 and
                                          Chief Executive Officer





                          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 24, 2005

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

     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 24, 2005, at 1:00 p.m. local time. At
the Annual Meeting, shareholders will be asked to:

     o    Elect two (2) directors, each for a term of three (3) years; and

     o    Consider  and  act  upon  a  proposal  to  amend  our  Certificate  of
          Incorporation to change our name to Meta Financial Group, Inc.

     Your Board of Directors recommends that you vote "FOR" the election of each
of the  director  nominees and "FOR" the  proposal to amend our  Certificate  of
Incorporation to change our name to Meta Financial Group, Inc.

     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  29,  2004.  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 now by  completing,  signing,  dating and mailing the  enclosed  proxy card
which is solicited on behalf of the Board of  Directors.  Your 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 and
                                      Chief Executive Officer
Storm Lake, Iowa
December 15, 2004


--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------





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

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

                                 PROXY STATEMENT

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

                         ANNUAL MEETING OF SHAREHOLDERS
                           To be held January 24, 2005


                                  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 15, 2004.

     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 A nnual Meeting will be held as
     follows:

     Date:  January 24, 2005
     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 (i) the
election of two  directors,  each for a three-year  term, and (ii) a proposal to
amend our  Certificate  of  Incorporation  to change our name to Meta  Financial
Group,  Inc. 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 29, 2004 is the record date for the
Annual Meeting.  Only shareholders of record of First Midwest common stock as of
the close of  business  on that date are









                                       -1-


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 29,
2004,  2,491,025  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  11.11 percent of the First Midwest  common
stock  outstanding.  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. The
amendment of our Certificate of  Incorporation to change our name is expected to
be considered a "non-discretionary"  item, in which case your broker will not be
entitled  to  vote  your  shares  with  respect  to  this  proposal  without  an
instruction from you.

     Votes Required for Name Change.  The affirmative  vote of a majority of the
stock  present in person or by proxy and entitled to vote at the Annual  Meeting
is required to approve an amendment to our Certificate of Incorporation changing
our name to Meta Financial Group, Inc.

     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" each of
the director nominees set forth in this proxy statement,  and "FOR" the proposal
to amend our Certificate of  Incorporation  to change our name to Meta Financial
Group, Inc.



                                       -2-


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 by submitting
another proxy at a later date. See "Revocability of Proxies" below.

     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 proposal to change our name to Meta
Financial Group, Inc. and "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 29, 2004,  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 29, 2004, 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;





                                       -3-



     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.

     The persons  named in the table below 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 the
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 29, 2004 are deemed outstanding.  Such shares,  however, are not deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.  Percentage  ownership  is based on  2,491,025  shares of  common  stock
outstanding on November 29, 2004.




                                                                             Shares Beneficially
                            Beneficial Owners                                       Owned           Percent of Class
---------------------------------------------------------------------        -------------------    -----------------
                                                                                                   
  Tontine Financial Partners, L.P.                                                 218,600                8.78%

  First Midwest Financial, Inc. Employee Stock Ownership Plan(1)                   276,630               11.11

  E. Wayne Cooley, Director(2)                                                      75,970                3.05

  E. Thurman Gaskill, Director(3)                                                   50,014                2.01

  James S. Haahr, Chairman of the Board and CEO(4)                                 336,691               13.17

  J. Tyler Haahr, Director, President and COO(4) (5)                               156,000                6.03

  G. Mark Mickelson, Director                                                          640                 *

  Rodney G. Muilenburg, Director(6)                                                109,051                4.38

  Jeanne Partlow, Director                                                           3,978                 *

  Ronald J. Walters, Senior Vice President, Secretary, Treasurer                        --                 *
    and CFO

  Directors and executive officers of First Midwest                                732,343               27.63
    and the Banks as a group (8 persons)(7)


---------------------
*     Indicates less than 1%.

(1)  Represents  shares  held by the ESOP,  255,818  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.  Security
     National  Bank,  Sioux City,  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.

(2)  Includes 5,100 shares as to which Mr. Cooley has reported shared ownership.
     (3) Includes  49,114  shares as to which Mr.  Gaskill has  reported  shared
     ownership.

(4)  Mr.  James S. Haahr is the father of Mr. J. Tyler  Haahr.  Includes  65,632
     shares which Mr. James S. Haahr has the right to acquire  pursuant to stock
     options,  and 83,869 held by a limited liability company of which Mr. James
     S. Haahr is a member.

(5)  Includes  1,324 shares as to which Mr. J. Tyler Haahr has  reported  shared
     ownership,  94,064 shares which Mr. J. Tyler Haahr has the right to acquire
     pursuant to stock  options,  and 31,708 shares held by a trust of which Mr.
     J. Tyler Haahr is a trustee.







                                       -4-


(6)  Includes  41,144  shares as to which Mr.  Muilenburg  has  reported  shared
     ownership.

(7)  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 159,696 shares of
     First Midwest common stock.


                                   NAME CHANGE

     The  new  name is the  culmination  of the  Company's  plan  to  unify  its
affiliates  under a common  identifying  name.  The  names  of  First  Midwest's
affiliate  banks,  First Federal and Security State, as well as the names of the
two banking divisions of First Federal,  Brookings Federal Bank and Iowa Savings
Bank, will change to a form of "MetaBank." First Services Trust Corporation will
become  Meta  Trust.  The  Company's  recently  implemented  prepaid  debit card
division currently operates under the name Meta Payment Systems.

     The name  change  will not  affect  the  ownership  of the  company  or its
operating  structure.  The  Company  will  keep the  ticker  symbol  "CASH"  and
shareholders will be able to retain their current stock certificates.  The Board
of Directors  recommends you vote "FOR" the proposal to amend our Certificate of
Incorporation to change our name to Meta Financial Group, Inc.

                              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.  All 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.




                                                                                         Director      Term to
         Name            Age             Position(s) Held in First Midwest               Since (1)     Expire
--------------------   --------     ------------------------------------------           --------     --------
                                                         Nominees
                                                         --------
                                                                                             
E. Thurman Gaskill        69       Director                                                1982         2008
Rodney G. Muilenburg      60       Director                                                1989         2008

                                               Directors Remaining in Office
                                               -----------------------------

James S. Haahr(2)         65       Chairman of the Board and CEO                           1962         2006
G. Mark Mickelson         38       Director                                                1997         2006
Jeanne Partlow            71       Director                                                1996         2006
E. Wayne Cooley           82       Director                                                1985         2007
J. Tyler Haahr(2)         41       Director, President and COO                             1992         2007

-------------------
(1)  Includes service as a director of First Federal.






                                       -5-


(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. Wayne Cooley - Dr. Cooley is Consultant Emeritus of the Iowa Girls' High
School Athletic Union in Des Moines, Iowa. He is Executive Vice President of the
Iowa High School  Speech  Association,  a member of the Buena  Vista  University
Board of Trustees, 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 has served as  Chairman  of the Iowa Heart  Association  and as Vice
Chairman of the Iowa  Games.  He is a 1943  graduate  of Buena Vista  College in
Storm  Lake,  Iowa,  and holds  honorary  doctorate  degrees  from  Buena  Vista
University, Storm Lake, Iowa and Morningside College, Sioux City, Iowa.

     J. Tyler Haahr - Mr. Haahr is  President  and Chief  Operating  Officer for
First Midwest Financial,  Inc.;  President and Chief Operating Officer for First
Federal Savings Bank of the Midwest;  Chief Executive  Officer of Security State
Bank;  Vice President and Secretary of First  Services  Financial  Limited;  and
President of First Services Trust Company.  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.  Mr. Haahr serves on the
Board of Directors of the Sioux Falls YMCA. Mr. Haahr  received his B.S.  degree
with honors at the  University of South Dakota in Vermillion,  South Dakota.  He
graduated  with honors from the Georgetown  University  Law Center,  Washington,
D.C.

     E. Thurman  Gaskill - Mr.  Gaskill has owned and  operated a grain  farming
operation  located  near  Corwith,   Iowa,  since  1958.  He  has  served  as  a
commissioner  with the Iowa  Department  of Economic  Development  and also as a
commissioner  with the Iowa  Department of Natural  Resources.  Mr. Gaskill is a
past  president of Iowa Corn Growers  Association,  past  chairman of the United
States  Feed  Grains  Council,  and has  served in  numerous  other  agriculture
positions.  He was  re-elected  to the Iowa State Senate in 2004 and  represents
District 6. He has served as Chairman of the Senate  Agricultural  Committee and
as Assistant Majority Leader of the Iowa Senate.

     Rodney G.  Muilenburg - Mr.  Muilenburg is a retired dairy  specialist with
Purina  Mills,  Inc. He is currently a Consultant  for TransOva  Genetics, Dairy
Division.  Mr.  Muilenburg  received a B.A.  degree in  Biological  Science from
Northwestern  College,  Orange  City,  Iowa;  M.A.  degree in  secondary  school
education from Mankato State University,  Mankato,  Minnesota;  and a Specialist
Degree  in  secondary  school  administration  from  Mankato  State  University,
Mankato, Minnesota.

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






                                       -6-


     G. Mark Mickelson - Mr. Mickelson is a partner with Mickelson & Newell LLC,
a transaction  advisory  services and private  capital  investment firm based in
Sioux Falls,  South Dakota.  In addition,  Mr.  Mickelson's  business  interests
include  commercial  real estate  investment and  development.  Previously,  Mr.
Mickelson was employed with Northwestern Corporation and subsidiaries,  and 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,  and he  graduated  Magna Cum Laude from Harvard Law
School. He is a licensed attorney and a Certified Public Accountant.

     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 the end of December 1995, when Iowa Savings Bank
was  acquired  by and became a division  of First  Federal  Savings  Bank of the
Midwest.  Mrs. Partlow is a past member of the Board of Directors of the Federal
Home Loan Bank of Des Moines with over 30 years of bank management experience.

                        COMMUNICATING WITH OUR DIRECTORS

     Although the Company has not to date  developed  formal  processes by which
shareholders  may  communicate  directly  with  directors,  it believes that the
informal  process,  in which  any  communication  addressed  to the Board at the
Company's  offices at Fifth at Erie, Storm Lake, Iowa 50588, in care of Investor
Relations,  the Chairman of the Board,  President or other corporate  officer is
forwarded to the Board, has served the Board's and shareholders' needs. There is
currently no screening  process,  and all  shareholder  communications  that are
received by officers for the Board's  attention are  forwarded to the Board.  In
view of recently adopted SEC disclosure requirements relating to this issue, the
Board may consider  development  of more  specific  procedures.  Until any other
procedures are developed,  any  communications to the Board should be sent to it
in care of Investor Relations.

                             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  during fiscal 2004. Each
director  attended at least 75% of the Board  meetings  and the  meetings of any
committees on which he or she served.

Committees

     The  Board  of  Directors  of  First   Midwest  has  an  Audit   Committee,
Compensation Committee, Stock Option Committee, and Nominating Committee.

         Audit Committee                Compensation Committee
         ---------------                ----------------------

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




                                       -7-





         Stock Option Committee         Nominating Committee
         ----------------------         --------------------

         E. Thurman Gaskill             E. Thurman Gaskill
         Rodney G. Muilenburg           Rodney G. Muilenburg
                                        Jeanne Partlow


     The Audit  Committee met three times during  fiscal 2004.  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 once during fiscal 2004.  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.

     The Stock Option  Committee met once during  fiscal 2004.  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 Nominating Committee is comprised entirely of "independent  directors",
as such term is  defined  by  applicable  SEC and  NASDAQ  rules,  and  operates
pursuant  to a  written  charter,  a copy of which  is  attached  to this  Proxy
Statement  as Appendix A.  Nominations  of persons for  election to the Board of
Directors may be made only by or at the direction of the  Nominating  Committee,
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
tenth day  following the day on which such notice of the date of the meeting was
mailed or such public disclosure  thereof was made. Except as may be required by
rules promulgated by NASDAQ or the SEC, currently there are no specific, minimum
qualifications that must be met by each candidate for the Board of






                                       -8-


Directors, nor are there any specific qualities or skills that are necessary for
one or more of the members of the Board of Directors to possess.

     The Company is incorporated in Delaware and has held its annual meetings in
Iowa since its incorporation.  Senior members of management have been present at
each  annual  meeting  to meet  with  shareholders  and  answer  any  questions.
Historically, shareholder attendance has been limited, which we attribute to our
policy  of  regular  and  detailed  communications  with  our  shareholders  and
investors   through  meeting  with  management  and  other  investor   relations
activities.  Due to adverse weather  conditions,  last year's annual meeting was
not attended by all directors.  In view of the fact that  shareholders  have not
historically  attended  our  annual  meetings,  and  that a high  percentage  of
directors  generally  are present at the annual  meeting,  we have not adopted a
policy regarding the attendance of directors at the annual meeting.

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, 2004:

     o    The Audit  Committee  has reviewed and  discussed  with the  Company's
          management the Company's fiscal 2004 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  2004  audited  financial  statements  be  included  in the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          September 30, 2004.

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

                E. Wayne Cooley     G. Mark Mickelson     Jeanne Partlow

     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 and applicable SEC rules.
The Company's Board of Directors has adopted a written audit committee charter.









                                       -9-


                            COMPENSATION OF DIRECTORS

     During the fiscal year ended  September  30, 2004,  all  directors of First
Midwest  received an annual  retainer of $5,000.  For fiscal 2004,  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, except for the Board Loan Committee,  whose members receive a retainer
of $2,000 per year for such services.  Non-employee  directors of Security State
receive  $400 for each  meeting  of the board  attended  and $100 for each board
committee meeting attended.



                                      -10-





                             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,
2004,  2003 and 2002.  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.




                                                                               Long Term
                                                                              Compensation
                                                   Annual Compensation           Awards
                                                   -------------------        ------------ 
                                                   Salary         Bonus       Options/SARs            All Other
  Name and Principal Position           Year         ($)           ($)           (#)               Compensation ($)
--------------------------------        ----     -----------    ---------     ------------         ---------------
                                                                                     
James S. Haahr                          2004     $277,000(1)    $ 106,000         8,100              $47,521(3)
  Chairman of the Board and CEO
                                        2003      257,000(1)       95,000         7,500               50,655
                                        2002      239,000(1)       66,120         5,220               50,052

J. Tyler Haahr                          2004     $270,000(2)    $ 106,000        22,950              $45,009(3)
  President and COO
                                        2003      250,000(2)       91,000         7,350              47,812
                                        2002      237,000(2)       66,120         5,220              47,675


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

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

(2)  Includes  $5,000  paid to Mr. J. Tyler  Haahr for  service as a director of
     First Midwest.

(3)  Represents  the value as of  September  30, 2004 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 - $9,409, $14,362, $21,641 and $2,109, respectively; and
     Mr. J. Tyler Haahr - $9,409, $14,362, $20,832 and $406, respectively.

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, 2004 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 $36.13 and $57.53,  respectively,  for options with an exercise
price of $22.18.  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.


                                      -11-





                                                                                            Potential Realizable
                                                                                             Value at Assumed
                                                                                           Annual Rates of Stock
                                                                                             Appreciation for
                                   Individual Grants                                           Option Terms
--------------------------------------------------------------------------------------   ------------------------
                             Number of       % of Total
                             Securities       Options        Exercise
                            Underlying        Granted to     or Base
                          Options Granted   Employees in      Price       Expiration        5%           10%
         Name                   (#)         Fiscal Year       ($/Sh)         Date          ($)           ($)
-------------------      ----------------  --------------    ---------    -----------    --------     ---------


                                                                                 
James S. Haahr                  8,100            8.7%         $22.18        9/30/14      $112,995     $286,335

J. Tyler Haahr                 22,950           24.6          $22.18        9/30/14      $320,153     $811,283




     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,  2004.  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,
2004, which was $22.18 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.





                                                                                        Value of Unexercised
                                                Number of Unexercised Options at        In-the-Money Options
                                                           FY-End (#)                         at FY-End
                                                --------------------------------   ----------------------------
                         Shares
                        Acquired
                          on          Value
                        Exercise     Realized    Exercisable    Unexercisable      Exercisable    Unexercisable
        Name              (#)          ($)            (#)             (#)               ($)             ($)
 ------------------     --------     --------    -----------    -------------      -----------    -------------
                                                                               
 James S. Haahr            --           --          65,632             --            $375,640            --

 J. Tyler Haahr            --           --          94,064             --            $399,421            --







                                      -12-




Equity Compensation Plans

     The following  table provides  information as of September 30, 2004 related
to our equity compensation plans in effect at that time.





===============================================================================================================

                              Equity Compensation Plan Information
---------------------------------------------------------------------------------------------------------------
                                          Number of
                                         Securities to
                                           be Issued
                                             Upon
                                          Exercise of        Weighted-average
                                          Outstanding       Exercised Price of
                                           Options,            Outstanding            Number of Securities
                                            Warrants         Options, Warrants        Available for Future
            Plan Category                  and Rights          and Rights                   Issuance
---------------------------------------------------------------------------------------------------------------

                                                                                   
Equity Compensation Plans Approved by
Security Holders                            307,358              $17.96                     113,462
---------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not
Approved by Security Holders                  --                   --                          --
---------------------------------------------------------------------------------------------------------------
         Total                              307,358              $17.96                     113,462
===============================================================================================================



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, 2004, 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.





                                      -13-




         Based on their current salaries, if employment of Messrs. James S.
Haahr and J. Tyler Haahr had been terminated as of September 30, 2004, under
circumstances entitling them to termination payments as described above, they
would have been entitled to receive lump sum cash payments of approximately
$1,082,000 and $1,127,000, 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, Gaskill,  Muilenburg
and Partlow, each of whom are non-employee directors, are the current members of
the Compensation Committee.  Directors Gaskill and Muilenburg,  both of whom are
non-employee  directors,  are the current members of the Stock Option Committee.
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.

                          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, Gaskill, Muilenburg
and Partlow. 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.




                                      -14-


     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  judgment,  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.

     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.
Since  October  2003,  Mr. Haahr has  continued as Chairman and Chief  Executive
Officer of both First Midwest and First Federal, with Mr. J. Tyler Haahr serving
as President and Chief  Operating  Officer.  Mr. Haahr's fiscal 2004 base salary
was $270,000 per year,  subject to such  adjustments in future years as shall be
determined by the First Federal Compensation Committee.  Mr. Haahr's base salary
for the fiscal year ended  September  30, 2003 was  $250,000.  In reviewing  Mr.
Haahr's fiscal 2004 base salary, the First Federal Compensation  Committee noted
the median base salary paid to executive  officers in  comparable  positions was
higher than that paid to Mr.  Haahr.  As such,  the First  Federal  Compensation
Committee  determined  it  appropriate  to increase Mr.  Haahr's base salary for
fiscal 2004.

     In reviewing  the award of  incentive-based  compensation  to Mr. Haahr for
fiscal 2004, the Committee  noted  increases in net income,  earnings per share,
return on assets,  and return on equity  compared to the previous year.  Deposit
balances grew to an all-time high as a result of internal growth





                                      -15-


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 2004.

     The effect of Section  162(m) of the Internal  Revenue Code is to eliminate
the  deductibility  of  compensation  over one  million  dollars,  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   E. Thurman Gaskill   Rodney G. Muilenburg   Jeanne Partlow

                   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, 1998 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]



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




                                               -------     -------     -------     -------    -------      -------
                                               9/30/99     9/29/00     9/28/01     9/30/02    9/30/03      9/30/04
                                               -------     -------     -------     -------    -------      -------

                                                                                         
First Midwest..........................        $100.00      $78.32     $116.33     $127.46    $203.07      $209.62

MG Savings and Loan Index..............         100.00      122.18      162.98      171.02     228.47       266.78

Nasdaq Market Index....................         100.00      136.79       56.05       45.09      69.11        73.27


                              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, 2004,
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.




                                      -16-




             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  generally by
the second business day following a transaction. 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, 2004, all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10 percent beneficial owners were complied with, except that during
the fiscal  year ended  September  30,  2004,  Mr.  Gaskill  and Mr.  Thune each
inadvertently  failed to timely report one  transaction.  Each late  transaction
report was subsequently filed.

                         INDEPENDENT PUBLIC ACCOUNTANTS

     The Company's  independent public accountants 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.

     Audit Fees.  The  following  table  presents  fees for  professional  audit
services  rendered  by  McGladrey & Pullen,  LLP for the audit of the  Company's
annual financial statements for the years ended September 30, 2004 and 2003, and
fees  billed for other  services  rendered by  McGladrey  & Pullen,  LLP and RSM
McGladrey, Inc. (an affiliate of McGladrey & Pullen, LLP) during 2004 and 2003.

         Fiscal     Audit    Audit-Related       Tax       All Other
          Year      Fees          Fees          Fees         Fees
          ----      ----          ----          ----         ----
          2004     $83,000       $7,000        $13,000        --
          2003     $80,000       $7,000        $12,000        --


     Audit fees  consist  of fees for audit of the  Company's  annual  financial
statements,  review of financial  statements included in the Company's quarterly
reports on Form 10-Q and services normally  provided by the independent  auditor
in connection with statutory and regulatory filings or engagements.

     Audit  related fees consist of fees for audits of financial  statements  of
the employee benefit plan maintained by the Company.

     Tax fees consist of fees for tax consultation  and tax compliance  services
for the Company and the employee benefit plan maintained by the Company.







                                      -17-


     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, 2004 by  McGladrey & Pullen,
LLP,  the  principal   independent  public   accountants,   is  compatible  with
maintaining the principal auditors' independence.

     Pre-Approval  Policy.  The  Audit  Committee  pre-approves  all  audit  and
permissible  non-audit  services  provided  by  the  independent  auditors.  The
non-audit services include  audit-related  services and tax services.  The Audit
Committee's  policy is to pre-approve  all services and fees for up to one year,
which approval  includes the  appropriate  detail with regard to each particular
service and its related fees. In addition,  the Audit  Committee can be convened
on a  case-by-case  basis to approve any  services not  anticipated  or services
whose costs exceed the pre-approved amounts.

     During the fiscal  year ended  September  30,  2004,  100% of all audit and
permissible non-audit services were pre-approved by the Audit Committee.


             SHAREHOLDER PROPOSALS FOR THE YEAR 2006 ANNUAL MEETING

     Shareholder  proposals  to be  presented  at First  Midwest's  2006  Annual
Meeting of  Shareholders  must be received by our Secretary no later than August
17, 2005 to be eligible for inclusion in the First Midwest's proxy statement and
form of proxy  related to the 2006 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 or
public disclosure  thereof was made. 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.



                                      -18-





                                 ANNUAL REPORTS

     A copy of the Form 10-K for the Company's  fiscal year ended  September 30,
2004, as filed with the SEC, will be furnished without charge to stockholders as
of the Record Date upon written  request to Investor  Relations,  First  Midwest
Financial, Inc., Fifth at Erie, Storm Lake, Iowa 50588.

                                  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.







                                      -19-


                                   Appendix A

                          First Midwest Financial, Inc.

Nominating Committee Charter


Purpose

The  purpose  of the  committee  shall be to  assist  the  board in  identifying
qualified  individuals to become board members and to recommend to the board the
director nominees for the next meeting of shareholders.

Membership

The nominating  committee of the board of directors of First Midwest  Financial,
Inc.  shall  consist of a minimum of three  directors.  Members of the committee
shall be appointed and may be removed by the board of directors.  All members of
the  committee  shall be  independent  directors,  and shall  satisfy the NASDAQ
standard for independence.

Key Responsibilities

In furtherance of this purpose, the committee shall have the following authority
and responsibilities:

     1.   To lead the search for individuals  qualified to become members of the
          board of directors and to recommend to the board,  on an annual basis,
          director nominees for shareholder approval at the next annual meeting.
          The committee shall select  individuals as director  nominees based on
          the individual's business and professional accomplishment,  integrity,
          demonstrated ability to make independent analytical enquiries, ability
          to understand  the company's  business and  willingness  to devote the
          necessary time to board duties.

     2.   To perform  such other  functions  as assigned by law,  the  Company's
          Certificate of Incorporation or By-laws, or the board.

The Committee Shall Have The Authority:

     o    To  delegate  any  of its  responsibilities  to  subcommittees  as the
          committee may deem appropriate in its sole discretion.

     o    To retain any search firm  engaged to assist in  identifying  director
          candidates,  and to retain  outside  council and any other advisors as
          the  committee  may  deem  appropriate  in its  sole  discretion.  The
          committee  shall  have sole  authority  to  approve  related  fees and
          retention terms.

The committee  shall report its actions and  recommendations  to the board after
each  committee  meeting.  The  committee  shall  review at least  annually  the
adequacy of this charter and  recommend  any  proposed  changes to the board for
approval.





                                      -20-


                                 REVOCABLE PROXY
                          FIRST MIDWEST FINANCIAL, INC.

                ANNUAL MEETING OF SHAREHOLDERS o JANUARY 24, 2005

This  proxy is  being  solicited  by 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. ("First Midwest"), 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 common stock held of record
by the  undersigned at the close of business on November 29, 2004, at the annual
meeting  of  shareholders,  and at any and  all  adjournments  or  postponements
thereof.

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

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(s) on the line provided below for whom
you wish to withhold your vote.


                                                  FOR       AGAINST      ABSTAIN
                                                  ------------------------------
II.  Proposal to approve an amendment to          [_]         [_]          [_]
our  Certificate  of   Incorporation  to
change our name to Meta Financial Group,
Inc.

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

The Board of Directors  recommends a vote "FOR" the election of the  above-named
directors and "FOR" the proposal to amend our  Certificate of  Incorporation  to
change our name to Meta Financial Group, Inc.

The undersigned  acknowledges receipt from First Midwest, prior to the execution
of this proxy,  of the Notice of Annual Meeting  scheduled to be held on January
24, 2005,  an Annual  Report to  Shareholders  for the year ended  September 30,
2004,  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 each of the  directors  set forth  herein and FOR the
proposal to amend our  Certificate of  Incorporation  to change our name to Meta
Financial  Group,  Inc.  Should  a  director  nominee  be  unable  to serve as a
director, an event that First Midwest 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.

                                        Dated:
                                              ----------------------------------

PRINTED NAME OF SHAREHOLDER
       APPEARS  HERE
                                        ----------------------------------------
                                        SIGNATURE OF SHAREHOLDER

                                        ----------------------------------------
                                        SIGNATURE OF SHAREHOLDER

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


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

This proxy may be revoked at any time  before it is voted by  delivering  to the
Secretary  of First  Midwest,  on or before the taking of the vote at the annual
meeting,  a written notice of revocation bearing a later date than this proxy or
a later dated proxy  relating to the same shares of First Midwest  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.