Exhibit 10.15
 MIDWEST BANC HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
 THIS AGREEMENT
 INTRODUCTION
   AGREEMENT
 ARTICLE 1
 DEFINITIONS
  Accrual Rate
 Agreement
 Benefit Percentage
 Change in Control
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Code
 Company
 Compensation Committee
 Disability
 Early Retirement Age th
 Employer
 ERISA
 Executive
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Final Salary
 Good Reason
 (a)
    
    A Separation from Service must occur during the two year period following the
initial existence of one of the following conditions arising without the consent of the
Executive.
 (1)
    
    A material diminution in the Executives base salary and/or
annual bonus/incentive opportunity.(2)
    
    A material diminution in the Executives authority, duties, or
responsibilities.(3)
    
    A material change in the geographic location at which the
Executive must perform the services.(4)
    
    Any other action or inaction that constitutes a material breach
by the Company of the agreement under which the Executive provides services.
 (b)
    
    The Executive must notify the Company of the existence of the condition
described in paragraph (a) within ninety (90) days of the initial existence of the
condition, upon the notice of which the Company has a period of sixty (60) days during
which to remedy the condition.
 Involuntary Termination of Employment
 Normal Retirement Age th
 Normal Retirement Date
 Plan Year
 Separation from Service
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Specified Employee
 Subsidiary
 Termination for Cause
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Year of Service
 ARTICLE 2
 LIFETIME BENEFITS
 Normal Retirement Benefit
 Amount of Benefit
 Payment of Benefit
 Early Retirement Benefit
 Amount of Benefit
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Age at Termination
    
    Percentage ofof Employment
    
    Section 2.1.1 Benefit60 years
    
    
    50
    %61 years
    
    
    60
    %62 years
    
    
    70
    %63 years
    
    
    80
    %64 years
    
    
    90
    %65 years
    
    
    100
    %
 Payment of Benefit
 Early Termination Benefit
 Amount of Benefit
 Payment of Benefit
 Disability Benefit
 Amount of Benefit
 Payment of Benefit
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Change of Control Benefit
 Amount of Benefit
 Payment of Benefit
 Monthly Installment Payments
 Restriction on Timing of Distribution
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Limited Cashouts
 (a)
    
    the payment results in the termination of the Executives interest under the
Agreement and all other agreements, methods, programs, or other arrangements that are
required to be aggregated pursuant to Treasury Regulation Section 1.409A-1(c)(2); and(b)
    
    the payment is not greater than the applicable dollar amount under Section
402(g)(1)(B) of the Code.
 Change in Form or Timing of Distributions
 (a)
    
    may not accelerate the time or schedule of any distribution, except as provided
in section 409A of the Code and the regulations thereunder;(b)
    
    must, for benefits distributable under Sections 2.1, 2.2, 2.3, 2.4 and 2.5,
delay the commencement of distributions for a minimum of five (5) years from the date
the first distribution was originally scheduled to be made; and(c)
    
    must take effect not less than twelve (12) months after the amendment is made.
 ARTICLE 3
 DEATH BENEFITS
 Death During Active Service
 Death During Payment of a Benefit
 Death After Separation from Service But Before Payment of a Benefit Commences
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ARTICLE 4
 LIABILITY FOR BENEFITS
 Primary Obligor
 Company Guaranty
 ARTICLE 5
 BENEFICIARIES
 Beneficiary Designations
 Facility of Payment
 ARTICLE 6
 FORFEITURE AND OTHER CONDITIONS ON OBLIGATION TO PAY
 Termination for Cause
 Suicide or Misstatement
 Restrictive Covenants
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Page 10




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ARTICLE 7
 DEATH BENEFITS PROVIDED BY 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 Exchange, Surrender or Cancel Policy
 Company Retains Rights Granted Under Each Policy
 No Action By Executive
 Exchange of Policies
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Economic Benefit Limited to Current Life Insurance Protection Amount
 Economic Benefit Provided to Executive
 Executive Has No Right to Cash Surrender Value
 Executive Has No Economic Benefits
 Beneficiary Designation Rights
 Premium Payments
 Income Taxation of Current Life Insurance Protection Amount
 Death of the Executive
 Determination of the Death Benefit Payable to the Executive and the Company
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Payment to Executives Beneficiaries
 No Rights to Death Benefits if Executive Dies While Not in the Active Service of the
Company
 No Rights to Assign Interest in Policy
 Insurer Not a Party to This Agreement
 ARTICLE 8
 CLAIMS AND REVIEW PROCEDURES
 Claims Procedure
 Initiation  Written Claim
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Timing of Company Response .
 Notice of Decision
 (a)
    
    The specific reasons for the denial;(b)
    
    A reference to the specific provisions of the Agreement on
which the denial is based;(c)
    
    A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;(d)
    
    An explanation of the Agreements review procedures and the
time limits applicable to such procedures; and(e)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.
 Review Procedure
 Initiation  Written Request
 Additional Submissions  Information Access
 Considerations on Review
 Timing of Company Response
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Notice of Decision
 (a)
    
    The specific reasons for the denial;(b)
    
    A reference to the specific provisions of the Agreement on
which the denial is based;(c)
    
    A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits; and(d)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a).
 ARTICLE 9
 AMENDMENT AND TERMINATION
 Amendment
  Effect of a Change in Control
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Plan Termination Generally
 Plan Terminations Under Section 409A
 (a)
    
    Within thirty (30) days before or twelve (12) months after a
Change in Control, provided that all distributions are made no later than
twelve (12) months following such termination of the Agreement and further
provided that all of the Companys arrangements which are substantially similar
to the Agreement are terminated so that the Executive and all participants in
similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within twelve (12) months of such
terminations;(b)
    
    The Companys termination of the Agreement within twelve (12)
months of a corporate dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the
Executives gross income in the latest of the following years: (i) the calendar
year in which the Agreement terminates; (ii) the first calendar year in which
the amount is no longer subject to a substantial risk of forfeiture; or (iii)
the first calendar year in which the distribution is administratively
practical; or(c)
    
    Upon the Companys termination of this and all other
arrangements that would be aggregated with this Agreement pursuant to Treasury
Regulations Section 1.409A-1(c) if the Executive participated in such
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arrangements (Similar Arrangements), provided that (i) the termination and
liquidation does not occur proximate to a downturn in the financial health
of the Company, (ii) all termination distributions are made no earlier than
twelve (12) months and no later than twenty-four (24) months following such
termination, and (iii) the Company does not adopt any new arrangement that
would be a Similar Arrangement for a minimum of three (3) years following
the date the Company takes all necessary action to irrevocably terminate and
liquidate the Agreement;
  ARTICLE 10
 ADJUSTMENT DUE TO EXCISE TAX
   ARTICLE 11
 ADMINISTRATION
 Plan Administrator Duties
 Agents
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Binding Effect of Decisions
 Indemnity of Plan Administrator
 ARTICLE 12
 MISCELLANEOUS
 No Guarantee of Employment
 Non-Transferability
 Reorganization
 Tax Withholding and Reporting
 Applicable Law
 Unfunded Arrangement
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Named Fiduciary
 Gender and Number
 Entire Agreement
 Binding Effect
 Alternative Action
 Headings
 Validity
 Deduction Limitation on Benefit Payments
 Compliance with Section 409A
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Executive:
    
    Company:MIDWEST BANC HOLDINGS, INC.,foritself and its SubsidiariesBy:As its:
  ELECTION OF INSTALLMENT PAYMENT ON CHANGE IN CONTROL
  Signature:
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