EX-4.1






Exhibit 4.1




Certificate Number 1




Number of Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T 84,784




Fixed Rate Cumulative Perpetual Preferred Stock, Series T

of Midwest Banc Holdings, Inc.




     Midwest Banc Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies that
the United States Department of Treasury (the “Holder”) is the registered owner of 84,784 fully
paid and non-assessable shares of preferred stock of the Corporation designated as the Fixed Rate
Cumulative Perpetual Preferred Stock, Series T, par value $0.01 per share, liquidation preference
$1,000.00 per share (the “Series T Preferred Stock”). The shares of the Series T Preferred Stock
are transferable on the books and records of the Corporation, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The
powers, designations, preferences and relative, participating, optional and other special rights of
the shares of the Series T Preferred Stock represented hereby are issued and shall in all respects
be subject to the provisions of the Certificate of Designation of the Fixed Rate Cumulative
Perpetual Preferred Stock, Series T of the Corporation, dated December 5, 2008, as the same may be
amended from time to time in accordance with its terms (the “Certificate of Designation”).
Capitalized terms used herein but not defined shall have the respective meanings given them in the
Certificate of Designation. The Corporation will provide a copy of the Certificate of Designation
to a Holder without charge upon written request to the Corporation at its principal place of
business.



     Reference is hereby made to select provisions of the Series T Preferred Stock set forth on the
reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate
of Designation shall for all purposes have the same effect as if set forth in this certificate.



     Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is
entitled to the benefits thereunder.



     IN WITNESS WHEREOF, the Corporation has executed this Series T Preferred Stock certificate as
of the date set forth below.



     MIDWEST BANC HOLDINGS, INC.



	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

James J. Giancola
	 	 
	Title:

	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

JoAnn Sannasardo Lilek
	 	 
	Title:

	 	Executive Vice President, Chief

Financial Officer and Secretary	 	 
	 
	 	 	 	 
	Dated: December ___, 2008	 	 







 









 









REVERSE OF SECURITY




          Cumulative dividends on each share of Series T Preferred Stock shall be payable when, as and
if declared by the Board of Directors of the Corporation from funds legally available therefor at a
rate per annum set forth in the face hereof or as provided in the Certificate of Designation.
Dividends may be paid only in cash.




          The shares of the Series T Preferred Stock shall be redeemable as provided in the Certificate
of Designation.




          The Corporation shall furnish to any holder upon request and without charge, a statement of
the powers, designations, preferences and relative, participating, optional and other special
rights of each class of the Corporation’s stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Such request should be directed to
Investor Relations, Midwest Banc Holdings, Inc., 501 West North Avenue, Melrose Park, Illinois
60160.




ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series T Preferred Stock
evidenced hereby to agent to transfer the shares of Series T Preferred Stock evidenced hereby on
the books of the Corporation. The agent may substitute another to act for him or her.




	 	 	 	 	 	 	 	 	 	 	 
	Date

	 	 	 	 	 	Signature	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 





(Sign exactly as your name appears on the other side of this Series T Preferred Stock certificate)









	 	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

(Insert assignee’s social security or tax identification number)

	 	 
	 
	 	 
	 

(insert address and zip code of assignee)

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

and irrevocably appoints

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 














“THE SECURITIES
REPRESENTED BY THIS
INSTRUMENT ARE NOT
SAVINGS ACCOUNTS,
DEPOSITS OR OTHER
OBLIGATIONS OF A
BANK AND ARE NOT
INSURED BY THE
FEDERAL DEPOSIT
INSURANCE
CORPORATION OR ANY
OTHER GOVERNMENTAL
AGENCY.



THE SECURITIES
REPRESENTED BY THIS
INSTRUMENT HAVE NOT
BEEN REGISTERED
UNDER THE
SECURITIES ACT OF
1933, AS AMENDED
(THE “SECURITIES
ACT”), OR THE
SECURITIES LAWS OF
ANY STATE AND MAY
NOT BE TRANSFERRED,
SOLD OR OTHERWISE
DISPOSED OF EXCEPT
WHILE A
REGISTRATION
STATEMENT RELATING
THERETO IS IN
EFFECT UNDER SUCH
ACT AND APPLICABLE
STATE SECURITIES
LAWS OR PURSUANT TO
AN EXEMPTION FROM
REGISTRATION UNDER
SUCH ACT OR SUCH
LAWS. EACH
PURCHASER OF THE
SECURITIES
REPRESENTED BY THIS
INSTRUMENT IS
NOTIFIED THAT THE
SELLER MAY BE
RELYING ON THE
EXEMPTION FROM
SECTION 5 OF THE
SECURITIES ACT
PROVIDED BY RULE
144A THEREUNDER.
ANY TRANSFEREE OF
THE SECURITIES
REPRESENTED BY THIS
INSTRUMENT BY ITS
ACCEPTANCE HEREOF
(1) REPRESENTS THAT
IT IS A “QUALIFIED
INSTITUTIONAL
BUYER” (AS DEFINED
IN RULE 144A UNDER
THE SECURITIES
ACT), (2) AGREES
THAT IT WILL NOT
OFFER, SELL OR
OTHERWISE TRANSFER
THE SECURITIES
REPRESENTED BY THIS
INSTRUMENT EXCEPT
(A) PURSUANT TO A
REGISTRATION
STATEMENT WHICH IS
THEN EFFECTIVE
UNDER THE
SECURITIES ACT, (B)
FOR SO LONG AS THE
SECURITIES
REPRESENTED BY THIS
INSTRUMENT ARE
ELIGIBLE FOR RESALE
PURSUANT TO RULE
144A, TO A PERSON
IT REASONABLY
BELIEVES IS A
“QUALIFIED
INSTITUTIONAL
BUYER” AS DEFINED
IN RULE 144A UNDER
THE SECURITIES ACT
THAT PURCHASES FOR
ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS
GIVEN THAT THE
TRANSFER IS BEING
MADE IN RELIANCE ON
RULE 144A, (C) TO
THE ISSUER OR (D)
PURSUANT TO ANY
OTHER AVAILABLE
EXEMPTION FROM THE
REGISTRATION
REQUIREMENTS OF THE
SECURITIES ACT AND
(3) AGREES THAT IT
WILL GIVE TO EACH
PERSON TO WHOM THE
SECURITIES
REPRESENTED BY THIS
INSTRUMENT ARE
TRANSFERRED A
NOTICE
SUBSTANTIALLY TO
THE EFFECT OF THIS
LEGEND.”















Signature Guarantee(1)






 




			
	(1)	 	Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank,
stockbroker, savings and loan association or credit union) meeting the requirements of
the Transfer Agent, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Transfer Agent in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
as amended.