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EXHIBIT 3.1
 PAGE 1
 Delaware
 The First State
 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE
RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF MIDWEST BANC HOLDINGS,
INC.  AS RECEIVED AND FILED IN THIS OFFICE.
 THE
FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
 RESTATED CERTIFICATE, FILED THE EIGHTEENTH DAY
OF APRIL, A.D. 1995, AT 10 OCLOCK A.M.
 CERTIFICATE OF AMENDMENT, FILED THE ELEVENTH DAY OF APRIL, A.D. 1996, AT 9 OCLOCK A.M.
 CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM FIRST MIDWEST CORPORATION OF DELAWARE TO
MIDWEST BANC HOLDINGS, INC.,  FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 1997,
AT 9 OCLOCK A.M.
 CERTIFICATE OF RENEWAL, FILED THE SEVENTEENTH DAY OF JUNE, A.D. 2002, AT 9 OCLOCK A.M.
 CERTIFICATE OF AMENDMENT, FILED THE FIRST DAY OF JULY, A.D. 2002, AT 1 OCLOCK P.M.
 CERTIFICATE OF MERGER, FILED THE THIRD DAY OF JANUARY, A.D.
 /s/ Harriet Smith Windsor2004936 8100X
    
    
    
    Harriet Smith Windsor, Secretary of StateAUTHENTICATION:
3955951(SEAL)050503773
    
    
    

DATE: 06-16-05




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PAGE 2
 Delaware
 The First State
 2003, AT 11:45 OCLOCK A.M.
 CERTIFICATE
OF AMENDMENT, FILED THE FIFTEENTH DAY OF JUNE, 
A.D. 2005, AT 7:06 OCLOCK P.M.
 /s/ Harriet Smith Windsor2004936 8100X
    
    
    
    Harriet Smith Windsor, Secretary of StateAUTHENTICATION: 3955951(SEAL)050503773
    
    
    

DATE: 06-16-05




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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 10:00 AM 04/18/1995950084786  2004936
 RESTATED
 CERTIFICATE OF INCORPORATION
 OF
 FIRST MIDWEST CORPORATION OF DELAWARE




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FIRST MIDWEST CORPORATION OF DELAWARE
      - 2 -




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NAME
    
    MAILING ADDRESSRobert L. Woods
    
    1606 North HarlemElmwood Park, Illinois 60635
      - 3 -




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- 4 -




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- 5 -




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- 6 -




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/s/ Robert L. WoodsRobert L. WoodsPresidentATTEST:/s/ Daniel NagleDaniel
NagleSecretary
 - 7 -




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STATE OF DELAWARE
SECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 04/11/1996960105500  2004936
 CERTIFICATE OF AMENDMENT
 OF
 CERTIFICATE OF INCORPORATION
 OF
 FIRST MIDWEST CORPORATION OF DELAWARE
         FIRST MIDWEST CORPORATION OF DELAWAREBy:
    /s/ Robert L. WoodsRobert L. Woods, PresidentATTEST:By: /s/ Daniel NagleDaniel Nagle, Secretary




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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 12/17/1997971433246  2004936
 CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF  FIRST MIDWEST CORPORATION OF DELAWARE
 FIRST MIDWEST CORPORATION OF DELAWARE, DOES
HEREBY CERTIFY:
 FIRST:
     as




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pro rata
     2




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ratably
       3




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THIRD:
 [SIGNATURE
PAGE FOLLOWS]
 4




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IN WITNESS WHEREOF,
 FIRST MIDWEST CORPORATION OF DELAWAREBy:
    
    /s/ Robert L. WoodsName:
    
    Robert L. WoodsIts:
    
    PresidentATTEST:By:
    
    /s/ Daniel NagleName:
    
    Daniel NagleIts:
    
    Secretary
 5




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PAGE 1
   IF THIS FORM IS NOT COMPLETELY FILLED OUT. IT WILL NOT BE REVIEWED BY THE BANK
COMMISSIONER.
 1)
    
    The name on the filing is First Midwest Corporation of
Delaware (FMCD)
 2)
    
    The type of filing is Certificate of Amendment (name
change to Midwest banc Holdings, Inc.)3)
    
    Will the corporation be a bank? Yes o No þ4)
    
    If not, will it be a bank holding company? Yesþ No o5)
    
    Will the corporation conduct banking business in Delaware? Yes o No þ6)
    
    If not will it be conducting a banking business out of state? Yes þ No o7)
    
    If yes, what type of banking business and where will the business be conducted.
FMCD has been and will continue to be a bank holding company which controls one or
more banks in Illinois.
 8)
    
    Under which federal or state regulatory authority will it operate (OCC,
OTS, FRB, SEC, FOREIGN (describe), etc.)? The FRB.
 9)
    
    Has application(s) been filed with the above mentioned agency(ies)?
Yes þ No o (If yes, which agency(ies) and when was each application filed?)
FMCD has previously been authorized to conduct activities as a bank holding company
by the FRB.10)
    
    If not a banking business, what type of business will it be conducting?




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PAGE 2
 11)
    
    If not a banking business, will it be regulated by any federal or state
agency? Yes o NO o
 11a)
    If yes, which agency  Which State?
 12)
    
    Is the application an affiliate of a regulated entity? Yes o No o
 12a)
    If yes, identity which entity.
 13)
    
    Contact name, address, and telephone number:
 Douglas M. Hambleton
 Vedder,
Price, Kaufman & Kammholz
 222 North LaSalio Street
 Chicago,
IL 60601-1003
 312/609-7684
 (Signature)
    
    /s/ Edward H. Sibbald
  
 TO THE OFFICE OF THE STATE BANK COMMISSIONER
 Please
review and return with your recommendation as soon as possible.
 APPROVAL RECOMMENDED
    
    NAMEAPPROVAL NOT RECOMMENDED
    
    DATE
 o o




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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 06/17/2002020387876  2004936
 CERTIFICATE OF RESTORATION AND REVIVAL OF
CERTIFICATE OF INCORPORATION
OF
 MIDWEST BANC HOLDINGS, INC.
    
      /s/ Daniel R. KadolphDaniel R. KadolphSenior Vice President




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1)
    
    The name on the filing is Midwest Banc Holdings, Inc.2)
    
    The type of filing is Certificate of Restoration and Revival of Certificate of Incorporation3)
    
    Will the corporation be a bank?  Yes  o  No  þ4)
    
    If not, will it be a bank Holding company?  Yes  þ  No  o5)
    
    Will the corporation conduct banking business in Delaware? Yes  o  No  þ6)
    
    If not, will it be conducting a banking business out of state? Yes  o  No  þ7)
    
    If yes, what type of banking business and where will the business be conducted,
N/A8)
    
    Under which federal or state regulatory authority will it operate (OCC, OTS,
FRB, SEC, FOREIGN (describe), etc.)?Federal Reserve Board9)
    
    Has application(s) been filed with the above-mentioned agency(ies)?Yes  þ  No  o (If yes, which agency(ies) and when was each application filed?)An application was filed with the Federal Reserve Board when the corporation was
organized in 1983.10)
    
    If not a banking business, what type of business will it be conducting?The corporation will conduct the business of a bank holding company. The corporation has
four separately, organized stated commercial bank subsidiaries.




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11)
    
    If not a banking business, will it be regulated by any
federal or state agency?
Yes  þ   No  o
 11a)
    
    If yes, which agency Federal Reserve Board. Which State?
 12)

    
    Isthe application an affiliate of a regulated entity?  Yes  o  No  þ
 12a)
    
    If yes, identify which entity. N/A
 13)
    
    Contact name, address, and telephone number:
 Douglas M. Hambleton
    
    Daniel R. KadolphVedder, Price, Kaufman &
Kammholz
    
    Senior Vice President222 North LaSalle Street, Suite 2600
    
    Midwest Banc Holdings, Inc.Chicago, Illinois 60601
    
    Midwest Centre312/609-7684
    
    501 West North AvenueMelrose Park, Illinois 60160708/450-6759
 (Signature)
    
    /s/ Daniel R. Kadolph

Daniel R. Kadolph(Title)
    
    Senior Vice President
   þ
    
    APPROVAL RECOMMENDED
    
    NAME
    Jonathan L Smitho
    
    APPROVAL NOT RECOMMENDED
    
    DATE
    6-18-02
 o o




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STATE
OF DELAWARE       
SECRETARY OF STATE      
DIVISION OF CORPORATIONS 
FILED 01:00 PM 07/01/2002
020425816  2004936
 CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MIDWEST BANC HOLDINGS, INC.
         MIDWEST BANC HOLDINGS, INC.By:

/s/
Brad A. LueckeBrad A. Luecke, President ATTEST:By:
    
    /s/ Daniel NagleDaniel Nagle, Secretary




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STATE
OF DELAWARE      
SECRETARY OF STATE      
DIVISION OF CORPORATIONS
FILED 11:45 AM 01/03/2003   
030004098 
2004936
 CERTIFICATE OF MERGER
OF
BIG FOOT FINANCIAL CORP,
INTO
MIDWEST BANC HOLDINGS, INC.
  DOES HEREBY CERTIFY:
 FIRST:
 NAME
    
    STATE OF INCORPORATIONBig Foot Financial Corp.
    
    IllinoisMidwest Banc Holdings, Inc.
    
    Delaware
 SECOND:
 THIRD:
 FOURTH:
 FIFTH:




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SIXTH:
 SEVENTH:
 Class
    
    Number of Shares
    
    Par ValueCommon
    
    8,000,000
    
    $.01Excess Common
    
    7,200,000
    
    $.01Preferred
    
    2,000,000
    
    $.01
 EIGHTH:
  MID WEST BANC HOLDINGS, INC.By:
    
    /s/ Daniel R. KadolphDaniel R. KadolphSenior Vice President andChief Financial Officer
 2




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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MIDWEST BANC HOLDINGS, INC.
  DOES HEREBY CERTIFY:
 FIRST:
 RESOLVED
  SECOND:
 THIRD:
 IN WITNESS WHEREOF th
 MIDWEST BANC HOLDINGS, INC.By:
    /s/ Daniel R. KadolphDaniel R. Kadolph,Executive Vice President and
Chief Financial Officer