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                                                                   EXHIBIT 10.11

                       FIRST AMENDMENT 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"), between the undersigned, Midwest Banc
Holdings, Inc. and Midwest One Mortgage Services, Inc., as "Borrowers", and
Harris Trust and Savings Bank, as "Bank." All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.

         The Borrowers have requested that the Bank modify Section 8.16
(Dividends and Certain other Restricted Payments), and the Bank is willing to do
so under the terms and conditions set forth in this agreement (herein, the
"Amendment").

SECTION 1.   AMENDMENT.

         Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, Section 8.16 the Credit Agreement shall be amended and restated
in its entirety to read as follows:

                           Section 8.16. Dividends and Certain Other Restricted
                  Payments. The Company shall not (a) declare or pay any
                  dividends on or make any other distributions in respect of any
                  class or series of its capital stock (other than dividends
                  payable solely in its capital stock) or (b) directly or
                  indirectly purchase, redeem or otherwise acquire or retire any
                  of its capital stock; provided, however, that the Company may
                  declare and pay dividends and/or redeem its capital stock
                  during any fiscal year if, and only if, at the time of each
                  such dividend or redemption and immediately after giving
                  effect thereto, (x) the aggregate amount of dividends paid and
                  amount paid to redeem its capital stock in such fiscal year
                  does not exceed 25% of Consolidated Net Income (deemed 0 if a
                  loss) for the most recently completed fiscal year and (y) no
                  Default or Event of Default exists.


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SECTION 2.   CONDITIONS PRECEDENT.

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

                  (a) The Borrowers and the Bank shall have executed and
delivered this Amendment.

                  (b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Bank and its counsel.

SECTION 3.   REPRESENTATIONS.

         In order to induce the Bank to execute and deliver this Amendment, the
Borrowers hereby represent to the Bank that as of the date hereof 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
Borrowers are 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.

SECTION 4.   MISCELLANEOUS.

                  (a) 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.

                  (b) 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.

                  (c) The Borrowers agree 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.


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                  (d) 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 First Amendment to Credit Agreement is dated as of September 28,
1998.



                                        MIDWEST BANC HOLDINGS, INC.

                                        By:  /s/ Robert L. Woods
                                             -------------------------------
                                                 Name:  Robert L. Woods
                                                 Title:  President

                                        MIDWEST ONE MORTGAGE SERVICES, INC.

                                        By:  /s/ Daniel R. Kadolph
                                             -------------------------------
                                                 Name:  Daniel R. Kadolph
                                                 Title:  Treasurer


         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. Cameli
                                             -------------------------------
                                                 Name:  Michael S. Cameli
                                                 Title:  Vice President


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