0000950134-05-016806 Sample Contracts

MIDWEST BANC HOLDINGS, INC. STOCK AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 29th, 2005 • Midwest Banc Holdings Inc • National commercial banks

Pursuant to your Restricted Stock Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (the “Award Agreement”), Midwest Banc Holdings, Inc. (the “Company”) has granted you Restricted Stock under the Midwest Banc Holdings, Inc. Stock and Incentive Plan (the “Plan”). Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

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SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 29th, 2005 • Midwest Banc Holdings Inc • National commercial banks

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of August 22, 2005 (this “Amendment”), by and between MIDWEST BANC HOLDINGS, INC., a Delaware corporation (“Seller”), and WESTERN ILLINOIS BANCSHARES, INC., an Iowa corporation (“Purchaser”).

MIDWEST BANC HOLDINGS, INC. STOCK AND INCENTIVE PLAN INCENTIVE AND NONQUALIFIED STOCK OPTIONS AWARD AGREEMENT
Incentive and Nonqualified Stock Options Award Agreement • August 29th, 2005 • Midwest Banc Holdings Inc • National commercial banks

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Incentive and Nonqualified Stock Options Award Agreement (the “Award Agreement”), Midwest Banc Holdings, Inc. (the “Company”) has granted you an Option under the Midwest Banc Holdings, Inc. Stock and Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

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