0000950137-08-007267 Sample Contracts

POST-CLOSING OCCUPANCY AGREEMENT
Post-Closing Occupancy Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks • Illinois

THIS POST-CLOSING OCCUPANCY AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of March, 2008 (the “Effective Date”) by and between MIDWEST BANK AND TRUST COMPANY, an Illinois banking corporation (“Seller”) and NMD INVESTMENTS LLC, an Illinois limited liability company (“Purchaser”).

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FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
Real Estate Purchase Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks

THIS FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT (this “Amendment”) is made as of this 26th day of March, 2008 by and between Midwest Bank and Trust Company, an Illinois banking corporation (“Seller”), and NMD Investments LLC, an Illinois limited liability company (“Purchaser”).

AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks • Illinois

THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made and entered into as of the 10th day of March, 2008 by and between MIDWEST BANK AND TRUST COMPANY, an Illinois banking corporation, as seller (“Seller”), and PGG, LLC, an Illinois limited liability company, as purchaser (“Purchaser”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT DATED FEBRUARY 8, 2006 WITH JAY FRITZ
Employment Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks

This Amendment No. 1 by and between Midwest Banc Holdings, Inc. (the “Employer”) and Jay Fritz (the “Employee”), dated effective as of March 12, 2008.

M&I Marshall & Ilsley Bank Milwaukee, Wl 53202-3509 March 31, 2008
Loan Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks • Wisconsin

This letter agreement (the “Agreement”) is made and entered into as of this 31st day of March, 2008, by and between Midwest Banc Holdings, Inc. (the “Borrower”) and M&I Marshall & Ilsley Bank (the “Lender”). This Agreement replaces a letter agreement dated September 28, 2007

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT DATED SEPTEMBER 28, 2004 WITH JAMES J. GIANCOLA
Employment Agreement • May 12th, 2008 • Midwest Banc Holdings Inc • National commercial banks

This Amendment No. 2 by and among Midwest Banc Holdings, Inc. (the “Company”), Midwest Bank and Trust Company (the “Bank,” and together with the Company, the “Employer”) and James J. Giancola (the “Executive”), dated effective as of March 12, 2008.

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