Exhibit-10.56
 
 M&I Marshall & Ilsley Bank770 North Water StreetMilwaukee, Wl 53202-3509414 765-7700 mibank.comMarch 31, 2008
 
  st
  1.
    
    While any amount is owed by Borrower to Lender or Lender has any commitment to
advance any credit to Borrower, Lender shall have received the following Loan
Documents, in form and substance satisfactory to Lender:
 (i)
    
    a promissory note as to each loan;(ii)
    
    a pledge or security agreement granting to Lender a first
priority security interest in 100% of the capital stock of Midwest Bank and
Trust Company (Midwest Bank); and(iii)
    
    physical possession of each stock certificate representing
such stock a blank, signed irrevocable stock power for each stock
certificate, and such other documents as may be necessary to take, maintain
and perfect a first priority security interest in all capital stock of
Midwest Bank.
 (Subsections (ii) and (iii) above shall not apply to the Subordinated Term Note.)2.
    
    Borrower shall furnish to Lender, as soon as available, such financial
information respecting Borrower or Midwest Bank as Lender from time to time requests,
and without request furnish to Lender:




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3.
    
    Borrower shall timely perform and observe the following financial covenant(s), all calculated
in accordance with generally accepted accounting principles applied on a consistent basis.
    4.
    
    Neither Borrower nor Midwest Bank shall merge into or consolidate with any other business
enterprise and no other business enterprise shall merge into or with the Borrower or Midwest
Bank, without prior written consent of Lender. (But this provision shall not apply to the
Subordinated Term Note.)




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5.
    
    Neither Borrower nor Midwest Bank shall become subject to any adverse regulatory
action (including, without limitation, any written agreement for corrective action,
a memorandum of understanding which limits in any way the ability of Midwest Bank to
pay dividends to Borrower or a cease and desist order).6.
    
    The Revolving Loan is intended for use as working capital. Such Loan shall not
be used for the purpose of acquiring another financial institution or enterprise unless
approved by Lender (the request for approval may be made following the announcement of
a definitive agreement).7.
    
    All outstanding debt is immediately due on the sale of the stock of Midwest
Bank or Borrower, or of substantially all of the assets of either.8.
    
    In the event of a known or intended change in or departure of any executive
management of Borrower, Borrower shall promptly notify Lender of the same and provide
Lender with a reasonably acceptable succession plan within 90 days thereafter.9.
    
    Borrower debt other than that owed to Lender shall never be greater than
$2,000,000 (principal) without prior written approval of Lender (excluding trust
preferred indebtedness or other indebtedness that is subordinate (in accordance with SR
92-37 issued by the FRB on October 15, 1992) to the claims of creditors of Borrower
with respect to the following: (a) borrowed and purchased money; (b) similar
obligations arising from off-balance-sheet guaranties and direct-credit substitutes;
and (c) obligations associated with derivative products such as interest-rate and
foreign exchange-rate contracts, commodity contracts, and similar arrangements), which
approval will not be unreasonably withheld (but this provision shall not affect the
Subordinated Term Note).




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Very truly yours,
    
    
    
    Accepted and Agreed: March 31, 2008M&I Marshall & Ilsley Bank
    
    
    
    Midwest Banc Holdings, Inc.By:
    
    /s/ John J. Kadlac
    
    
    
    By:
    
    /s/ JoAnn S. LilekJohn J. Kadlac, VP/Senior RM
    
    
    
    Title:
    
    JoAnn S. Lilek, EVP/CFOBy: 
Title:
    
    /s/ Allen J. Wolf

Sr. VP




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FIRST AMENDMENT TO NOTE  (M&I/Midwest Banc Holdings $75,000,000.00 Note)
(M&I Loan No. 37956985-10001)
  1.
    
    Upon signing hereof, Borrower shall pay down the Note (including with the
proceeds of a separate $15,000,000.00 loan being made by Lender to Borrower
simultaneously herewith) so that the total principal outstanding on the Note shall then
be $55,000,000.00. Upon that pay down, wherever in the Note reference is made to
$75,000,000.00 (in numbers or words) the Note shall be considered to be amended to read
$55,000,000.00.2.
    
    The exhibit to the Note (titled Applicable Margin) is replaced in its
entirety by the Applicable Margin exhibit attached to this First Amendment.3.
    
    The section labeled Prepayment in the Note (paragraph 4 on page 1) is
replaced by the following:Prepayments. The Borrower may at its option, at any time, prepay this Note, in part;
provided, however, that the Borrower may not prepay this Note in its entirety, so
long as any portion of that certain Subordinated Term Note dated as of March 31,
2008 by the Borrower in favor of the Lender in the initial principal amount of
$15,000,000.00 (U.S. Dollars) (as amended from time to time, the Subordinated Term
Note) remains outstanding, unless this Note has been accelerated by the Bank.4.
    
    As amended hereby, the Note is ratified.
  MIDWEST BANC HOLDINGS, INC.
    
    
    
    M&I MARSHALL & ILSLEY BANKBy:
    
    /s/ JoAnn S. Lilek

JoAnn S. Lilek,
    
    
    
    By:
    
    /s/ John J. Kadlac

Title: John J. Kadlac, VP/ Senior RMExecutive Vice PresidentChief Financial Officer
    
    
    
    By:
    
    /s/ Allen J. Wolf

Title: Sr. VP




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If Borrowers Return On Assets Is:
    
    The Applicable Margin Is:(a) Not greater than .5% for two consecutive calendar
quarters
    
    
    1.55
    %(b) Greater than .5% but less than or equal to 1.04% for
two consecutive calendar quarters
    
    
    1.40
    %(c) Greater than 1.04% for two consecutive calendar quarters
    
    
    1.25
    %
  MIDWEST BANC HOLDINGS, INC.By:
    /s/ JoAnn S. LilekJoAnn S. Lilek,Executive Vice President
Chief Financial Officer




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SUBORDINATED TERM NOTE
 THIS SUBORDINATED TERM NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL AGENCY.
 $15,000,000.00
    
    Chicago, IllinoisMarch 31, 2008
 Borrower Bank),
 Interest.
    Payment Schedule. 30th 30




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Late Payment Fee.
 Default Interest Rate.
 Maximum Rate.
 Prepayment.
 Application of Payments.
 Default Acceleration. Upon the occurrence of the Event of Default
specified in (d) above, and only
 2




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upon that occurrence, this Note and indebtedness evidenced hereby may, at Lenders option, be
accelerated, and the entire amount owed is then due.
 Security.
 Rights of Bank.
 Costs and Fees; Indemnity.
 Interpretation.
 Venue; Jurisdiction.
 3




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Waiver of Jury Trial.
 Subordination.
  Defect in Terms.
 4




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Captions.
 MIDWEST BANC HOLDINGS, INC.By:
    /s/ JoAnn S. LilekJoAnn S. LilekExecutive Vice President and

Chief Financial Officer 5