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EXHIBIT 10.15

FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of
January 30, 1998 (the Credit Agreement, as the same has been amended prior to
the date hereof being referred to herein as the Credit Agreement), between
Midwest Banc Holdings, Inc. and Harris Trust and Savings Bank. All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

The Company has requested that the Bank consent to the Companys formation
of MBTC Investment Company and to the transfer by Midwest Bank and Trust
Company of a portion of its investment assets to such new Subsidiary, and to
the making of certain conforming amendments to the Credit Agreement, and the
Bank is willing to do so under the terms and conditions set forth in this
agreement (herein, the Amendment).

SECTION 1. WAIVER AND CONSENT.

The Company has advised the Bank that its Subsidiary, Midwest Bank and
Trust Company, has formed a new Subsidiary, MBTC Investment Company, a Nevada
corporation (Newco), and intends to cause to be transferred by Midwest Bank
and Trust Company to Newco on or about August 15, 2002, a portion of its
investment assets currently held in the amount of approximately $200,000,000
(the Asset Transfer.).Section 8.13 of the Credit Agreement limits the
Company from directly or indirectly making, retaining, or having outstanding
investments except to the extent permitted therein, Section 8.14 of the Credit
Agreement limits the amount of assets or property of the Company or any of its
Subsidiaries which may be transferred to any other Person except as expressly
permitted therein, and Section 8.19 of the Credit Agreement limits the ability
of the Company to form or acquire Subsidiaries except as expressly permitted
therein. The Company hereby requests, and by signing below the Bank hereby
consents, to the formation of Newco and to the Asset Transfer and waives
Sections 8.13, 8.14, and 8.19 of the Credit Agreement to the extent necessary
to permit the formation of Newco and the Asset Transfer; providedthat the
waiver and consent set forth in this Section 1 shall only become effective upon
the satisfaction of the conditions precedent set forth in Section 3 below.
Except as specifically waived and consented to hereby, all of the terms and
conditions of the Credit Agreement shall stand and remain in full force and
effect.

SECTION 2. AMENDMENTS.

Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:





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| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1. Section 8.13 of the Credit Agreement ( Investments, Loans,
Advances, and Acquisitions) shall be amended by deleting the word and
appearing at the end of subsection (g), and deleting subsection (h) in
its entirety, and inserting in its place a new subsection (h), (i) and
(j) which shall read as follows:



| |                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) investments of the Company and its Subsidiaries in their
respective Subsidiaries in effect as of August 16, 2002;                                                                                                                                                                                                                     
|
| | (i) investments of any non-Banking Subsidiary made in
the ordinary course of its business consisting of
marketable securities and money-market instruments which
it is permitted to invest in under applicable law and
regulation and which would be permitted to be held by a
Banking Subsidiary under applicable law and regulation;
and
|
| | (j) investments, loans and advances not otherwise
permitted by this Section aggregating not more than
$2,000,000 at any one time outstanding.                                                                                                                                                                                             



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.2. Schedule 6.2 of the Credit Agreement (Subsidiaries) shall be
amended and restated in its entirety to read as set forth on Schedule 6.2
attached hereto and made a part hereof.

SECTION 3. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:



| |                                                                                
| | -------------------------------------------------------------------------------
| | 3.1. The Company and the Bank shall have executed and delivered this
Amendment.



| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | 3.2. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.

SECTION 4. REPRESENTATIONS.

In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that, after giving effect hereto, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent
consolidated financial statements of the Company delivered to the Bank) and the
Company is in compliance with the terms and conditions of the Credit Agreement
and no Default or Event of Default has occurred and is continuing under the
Credit Agreement or shall result after giving effect to this Amendment.

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SECTION 5. MISCELLANEOUS.

5.1. The Company has heretofore executed and delivered to the Bank certain
Collateral Documents and the Company hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Amendment, the Collateral
Documents remain in full force and effect and the rights and remedies of the
Bank thereunder, the obligations of the Company thereunder and the liens and
security interests created and provided for thereunder remain in full force and
effect and shall not be affected, impaired or discharged hereby. Nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for by the Collateral Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.

5.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.

5.3. The Company agrees to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Bank.

5.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.

[SIGNATURE PAGE TO FOLLOW]

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This Fifth Amendment and Waiver to Credit Agreement is dated as of August
16, 2002.

|    |  |                                                                                
|--- |  | -------------------------------------------------------------------------------
|    |  | MIDWEST BANC HOLDINGS, INC.                                                    
|   
|By: |  | /s/ Daniel R. KadolphName: Daniel R. Kadolph
Title: Senior Vice President & CFO

Accepted and agreed to in Chicago, Illinois, as of the date and year last above
written.

|    |  |                                                                    
|--- |  | -------------------------------------------------------------------
|    |  | HARRIS TRUST AND SAVINGS BANK                                      
|   
|By: |  | /s/ Michael S. CameliName: Michael S. Cameli
Title:  Vice President

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SCHEDULE 6.2

SUBSIDIARIES

|                                                                                   |  |                                    |  |                                           
|---------------------------------------------------------------------------------- |  | ---------------------------------- |  | ------------------------------------------
|                                                                                   |  | JURISDICTION OF                    |  |                                           
|NAME                                                                               |  | INCORPORATION                      |  | PERCENTAGE OWNERSHIP                      
|                                                                                   |  |                                    |  |                                           
|Midwest Bank and Trust
Company                                                     |  | Illinois banking corporation       |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Midwest Bank of Hinsdale(1)                                                        |  | Illinois banking corporation       |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Midwest Bank of McHenry
County(1)                                                  |  | Illinois banking corporation       |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Midwest Bank of Western
Illinois (formerly known as The
National Bank of Monmouth) |  | Illinois banking corporation       |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|First Midwest Data Corp(2)                                                         |  | Illinois corporation               |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Midwest One Financial Services,
LLC(3)                                             |  | Illinois limited liability
company |  | 100% (by Midwest Bank of
McHenry County)  
|                                                                                   |  |                                    |  |                                           
|MBHI Capital Trust 1                                                               |  | Delaware trust                     |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Midwest Financial and
Investment Services, Inc.                                    |  | Illinois corporation               |  | 100% (by the Company)                     
|                                                                                   |  |                                    |  |                                           
|Porter Insurance Agency, Inc.                                                      |  | Illinois corporation               |  | 100% (by Midwest Bank of
Western Illinois)
|                                                                                   |  |                                    |  |                                           
|MBTC Investment Company                                                            |  | Nevada corporation                 |  | 100% (by Midwest Bank
and Trust Company)  



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|(1) |  | To be merged with and into Midwest Bank and Trust Company, with Midwest Bank and Trust Company
surviving the merger, on or about August 19, 2002
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | To be dissolved on or about August 19, 2002                                                                                                     
|   
|(3) |  | To be owned by Midwest Bank and Trust Company on or about August 19, 2002