Exhibit 10.69
 
 
 PROMISSORY NOTE
 Principal
$15,000,000.00
    
    
    Loan Date
06-03-2009
    
    
    Maturity
07-03-2009
    
    
    Loan No
37956985-10000-
    
    
    Call / Coll
X165 / P7
    
    
    Account
00005106953
    
    
    Officer
06564
    
    
    
    InitialsReferences in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations.
 Borrower:
    
    Midwest Banc
Holdings, Inc. 501
W North Ave Melrose
Park, IL 60160-1603
    
    Lender:
    
    M&l Marshall &
llsley Bank 
Correspondent
Banking 770 N.
Water Street 
Milwaukee, Wl 53202
 Principal Amount: $15,000,000.00
    
    Date of Note: June 3, 2009
 PROMISE TO PAY. Midwest Banc Holdings, Inc. (Borrower) promises to pay to M&l Marshall &
llsley Bank (Lender), or order, in lawful money of the United States of America, the
principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each
advance.
 PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on July 3, 2009. Unless otherwise agreed or required by applicable law,
payments will be applied to Accrued Interest, Principal, Late Charges, and Escrow. Borrower
will pay Lender at Lenders address shown above or at such other place as Lender may designate
in writing.
 VARIABLE INTEREST RATE. The Index currently is 0.320% per annum.
 INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by
applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method. This
calculation method results in a higher effective interest rate than the numeric interest rate
stated in this Note.
 PREPAYMENT.
 LATE CHARGE. 5.000% of the unpaid portion of the regularly scheduled payment.
 INTEREST AFTER DEFAULT.
 DEFAULT.
 Payment Default.
 Other Defaults.
 Default in Favor of Third Parties.




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PROMISSORY NOTELoan No: 37956985-10000-
    
    (Continued)
    
    Page 2
 False Statements.
 Insolvency.
 Creditor or Forfeiture Proceedings.
 Events Affecting Guarantor.
 Change in Ownership.
 Adverse Change.
 Insecurity.
 LENDERS RIGHTS.
 ATTORNEYS FEES; EXPENSES.
 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
 GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent
not preempted by federal law, the laws of the State of Wisconsin without regard to its conflicts
of law provisions. This Note has been accepted by Lender in the State of Wisconsin.
 CHOICE OF VENUE.
 DISHONORED ITEM FEE.
 RIGHT OF SETOFF.
 LINE OF CREDIT.
 HEDGING INSTRUMENTS.
 APPLICABLE MARGIN.
 PRIOR NOTE.
 SUCCESSOR INTERESTS.
 GENERAL PROVISIONS.This Note benefits Lender and its successors and assigns, and binds Borrower
and Borrowers heirs, successors, assigns, and representatives. If any part of this Note
cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether
as maker, guarantor, accommodation maker or endorser, shall be released from liability. All
such parties agree that Lender may renew or extend (repeatedly and for any length of time)
this loan or release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lenders security interest in




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Loan No: 37956985-10000-
    
    PROMISSORY NOTE
(Continued)
    
    Page 3
  PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING
THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.
 BORROWER:
 MIDWEST
BANC HOLDINGS, INC.
 By:JoAnn S. Lilek, Executive V. P. & CFO
of Midwest Banc Holdings, Inc.




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APPLICABLE MARGIN
 Principal
$15,000,000.00
    
    
    Loan Date
06-03-2009
    
    
    Maturity
07-03-2009
    
    
    Loan No
37956985-10000
-
    
    
    Call / Coll
X165 / P7
    
    
    Account
00005106953
    
    
    Officer
06564
    
    
    
    InitialsReferences in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations.
 Borrower:
    
    Midwest Banc
Holdings, Inc. 501
W North Ave Melrose
Park, IL 60160-1603
    
    Lender:
    
    M&I Marshall &
Ilsley Bank
Correspondent
Banking 770 N.
Water Street 
Milwaukee, Wl
53202
 This APPLICABLE MARGIN is attached to and by this reference is made a part of the Promissory
Note, dated June 3, 2009, and executed in connection with a loan or other financial
accommodations between M&l MARSHALL & ILSLEY BANK and Midwest Banc Holdings, Inc.
  Company is profitable for two consecutive quarters            Libor ÷ 155bp
 ROA> .50% - 1.03% for two consecutive quarters            Libor ÷ 140bp
 ROA> 1.04% for two consecutive quarters            Libor ÷ 125bp
 
 *
    
    ROA to exclude restructuring charges associated with merger and acquisition activity. Under no circumstances will the interest rate on this Note be less than 4.25% percent per annum
or more than the maximum rate allowed by applicable law.
 THIS APPLICABLE MARGIN IS EXECUTED ON JUNE
3, 2009.
 BORROWER:
 MIDWEST BANC HOLDINGS, INC.
 By:JoAnn S. Lilek, Executive V. P. & CFO of Midwest 

Banc Holdings, Inc.




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DISBURSEMENT REQUEST AND AUTHORIZATION
 Principal
$15,000,000.00
    
    
    Loan Date
06-03-2009
    
    
    Maturity
07-03-2009
    
    
    Loan No
37956985-10000
    
    
    Call / Coll
X165 / P7
    
    
    Account
00005106953
    
    
    Officer
06564
    
    
    
    InitialsReferences in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations.
 Borrower:
    
    Midwest Banc
Holdings, Inc. 501
W North Ave Melrose
Park, IL 60160-1603
    
    Lender:
    
    M&l Marshall &
llsley Bank 
Correspondent
Banking 770 N.
Water Street 
Milwaukee, Wl
53202
 LOAN TYPE.
 PRIMARY PURPOSE OF LOAN.
 o
    
    Personal, Family or Household Purposes or
Personal Investment.o
    
    Agricultural
Purposes.þ
    
    Business Purposes.
 SPECIFIC PURPOSE.
 DISBURSEMENT INSTRUCTIONS.
 Undisbursed Funds:
    
    $
    15,000,000.00Note Principal:
    
    $
    15,000,000.00
 CHARGES
PAID IN CASH.
 Prepaid Finance Charges Paid in Cash:
    
    $
    31,473.61$31,473.61 Interest Due as of 6/3/2009Total Charges Paid in Cash:
    
    $
    31,473.61
 JOINT CREDIT INTENT.
 INSTRUCTIONS TO BANKER.
 1)
    
    Please put an X next to the fees Listed above that RCC is to pay.2)
    
    Please complete the following section as applicable:a)
    
    Bank deposited fees into account number:Total dollar amount deposited into this account: $b)
    
    Bank deposited fees into customer related :Total dollar amount deposited into this account: $
 IF BORROWER IS AN ORGANIZATION:
  FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWERS FINANCIAL CONDITION AS DISCLOSED IN BORROWERS
MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 3, 2009.




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Loan No: 37956985-10000-
    
    DISBURSEMENT REQUEST AND AUTHORIZATION(Continued)
    
    Page 2
 BORROWER:
 MIDWEST
BANC HOLDINGS, INC.
 By:JoAnn S. Lilek, Executive V. P. & CFO
of Midwest Banc Holdings, Inc.