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Exhibit
10.41
 MIDWEST BANC HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
 THIS AGREEMENT
 INTRODUCTION
   AGREEMENT
 ARTICLE 1
 DEFINITIONS
  Accrual Rate
 Agreement
 Benefit Percentage
 Change of Control Event




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Code
 Company
 Compensation Committee
 Disability
 Early Retirement Age
 Employer
 ERISA
 Executive
 Final Salary
 2




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Involuntary Termination of Employment
 Normal Retirement Age
 Normal Retirement Date
 Plan Year
 Specified Employee
 Subsidiary
 Termination of Employment
     3




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Year of Service
 ARTICLE 2
 LIFETIME BENEFITS
 Normal Retirement Benefit
 4




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Amount of Benefit
 Payment of Benefit
 Benefit Increases
 Early Retirement Benefit
 Amount of Benefit
 Age at Termination
    
    Percentage ofof Employment
    
    Section 2.1.1 Benefit60 years 
61 years 
62 years 
63 years 
64 years 
65 years
    
    50%
60%
70%
80%
90%
100%
 Payment of Benefit
 Early Termination Benefit
 5




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Amount of Benefit
 Payment of Benefit
 Disability Benefit
 Amount of Benefit
 Payment of Benefit
 Change of Control Benefit
 Amount of Benefit
 6




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Payment of Benefit
 Lump Sum Benefit
 ARTICLE 3
 DEATH BENEFITS
 Death During Active Service
 Death During Payment of a Lifetime Benefit
 Death After Termination of Employment But Before Payment of a Lifetime Benefit
Commences
 ARTICLE 4
 LIABILITY FOR BENEFITS
 Primary Obligor
 Company Guaranty
 7




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ARTICLE 5
 BENEFICIARIES
 Beneficiary Designations
 Facility of Payment
 ARTICLE 6
 GENERAL LIMITATIONS
 Termination for Cause
 Suicide Misstatement
 Restrictive Covenants
   
 8




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9




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ARTICLE 7
 LIFE INSURANCE
 General
 Purchase of the Policies
 Ownership of the Policies
 Company Will Own Each Policy
 Companys Right to Borrow, Withdraw, Pledge or Assign
 Companys Right to Surrender or Cancel Policy
 Company Retains Rights Granted Under Each Policy
 No Action By Executive
 Economic Benefit Limited to Current Life Insurance Protection Amount
 Economic Benefit Provided to Executive
 10




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Executive Has No Right to Cash Surrender Value
 Executive Has No Economic Benefits
 Determination of the Current Life Insurance Protection Amount
 Beneficiary Designation Rights
 Premium Payments
 Income Taxation of Current Life Insurance Protection Amount
 Death of the Executive
 11




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Determination of the Death Benefit Payable to the Executive and the Company
 Payment to Executives Beneficiaries
 No Rights to Death Benefits if Executive Dies While Not in the Active Service of the
Company
 Exchange of Policies
 No Rights to Assign Interest in Policy .
 Insurer Not a Party to This Agreement
 ARTICLE 8
 CLAIMS AND REVIEW PROCEDURES
 Claims Procedure
 12




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Review Procedure
 ARTICLE 9
 AMENDMENT AND TERMINATION
 Amendment
  Effect of Change in Control Event
  13




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ARTICLE 10
 ADJUSTMENT DUE TO EXCISE TAX
   ARTICLE 11
 MISCELLANEOUS
 No Guarantee of Employment
 14




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Non-Transferability
 Reorganization
 Tax Withholding
 Applicable Law
 Unfunded Arrangement
 Administration
     Named Fiduciary
 Gender and Number
 Entire Agreement
 15




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Binding Effect
  
 Executive:
    
    Company:MIDWEST BANC HOLDINGS, INC., for itself and its SubsidiariesBy:James J. GiancolaAs its:
    
    President and CEO
 16




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SCHEDULE A
[ INSERT NAME OF EXECUTIVE ]
 Name
    
    Policy
    
    Policy Date
    
    Policy
    
    % of
    
    Amount ofof
    
    Number
    
    
    
    Face Amount
    
    Executives
    
    ExecutivesInsurer
    
    
    
    
    
    
    
    Current Life
    
    Current LifeInsurance
    
    InsuranceProtection
    
    Protection AmountAmount Payable
    
    (as of the end ofto Beneficiary
    
    2006) Payable toBeneficiary