Exhibit
      10.5.1





**MIDWEST** ***ONE*** **FINANCIAL
        GROUP, INC.**
 **SEVENTH
        AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
        AGREEMENT**




This
      Seventh Amendment to Second Amended and Restated Credit Agreement (herein,
      the *“Amendment”* )
      is
      entered into as of June 30, 2007, between MidWest *One* Financial
      Group, Inc., an Iowa corporation **** (the *“Borrower”* ),
      and
      Harris N.A. (the *“Bank”* ).




**PRELIMINARY
        STATEMENTS**




A. The
      Borrower and the Bank are parties to that certain Second Amended and Restated
      Credit Agreement, dated as of November 30, 2003, as amended (the *“Credit
      Agreement”* ).
      All
      capitalized terms used herein without definition shall have the same meanings
      herein as such terms have in the Credit Agreement.




B. The
      Borrower has requested that the Revolving Credit Commitment be reduced from
      $9,000,000 to $5,000,000, that the Revolving Credit Termination Date be extended
      to June 30, 2008, and that the Return on Assets covenant set forth in
      Section 7.14 of the Credit Agreement be eliminated and a minimum Net Income
      covenant be added in lieu thereof, and the Bank is willing to do so under the
      terms and conditions set forth in this Amendment.




Now,
      Therefore, for
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:




SECTION 1.
            AMENDMENTS.




Subject
      to the satisfaction of the conditions precedent set forth in Section 2
      below, the Credit Agreement shall be and hereby is amended as
      follows:




1.1.  The
      amount of the Revolving Credit Commitment set forth in Section 1.1 of the
      Credit Agreement (The Credit) shall be reduced to $5,000,000 and, in furtherance
      thereof, the amount of “$9,000,000” appearing therein shall be deleted and the
      amount “$5,000,000” shall be inserted in lieu therof.




1.2.  The
      definition of *“Revolving
      Credit Termination Date”* set
      forth in Section 4 of the Credit Agreement (Definitions) shall be and hereby
      is
      amended and restated in its entirety to read as follows:




*“Revolving
      Credit Termination Date”* means
      June 30, 2008, or such earlier date on which the Revolving Credit
      Commitment is terminated in whole pursuant to Section 2.4, 8.2 or 8.3
      hereof.




1.3.  Section 7.14
      of the Credit Agreement (Return on Assets) shall be deleted and a new
      Section 7.14 (Minimum Net Income) shall be inserted in lieu thereof, which
      shall read as follows:




*Section 7.14.
      Minimum Net Income.* As
      of the
      last day of each June and December in each year (commencing June 30, 2007),
      the Borrower shall have Consolidated Net Income of not less than $1,800,000
      for
      the two (2) fiscal quarters then ended.









SECTION 2.
            CONDITIONS
                  PRECEDENT.




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




2.1. The
      Borrower and the Bank shall have executed and delivered this
      Amendment.




2.2. 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 Borrower hereby
      represents to the Bank that as of the date hereof, after giving effect to
      amendments set forth above, the representations and warranties set forth in
      Section 5 of the Credit Agreement are and shall be and remain true and
      correct (except that the representations contained in Section 5.5 shall be
      deemed to refer to the most recent financial statements of the Borrower
      delivered to the Bank) and the Borrower is in compliance with the terms and
      conditions of the Credit Agreement and no Default or Event of Default exists
      under the Credit Agreement or shall result after giving effect to this
      Amendment.




SECTION 4.
            MISCELLANEOUS.




4.1. The
      Borrower heretofore executed and delivered to the Bank various Collateral
      Documents. The Borrower hereby acknowledges and agrees that the Liens created
      and provided for by the Collateral Documents continue to secure, among other
      things, the Obligations arising under the Credit Agreement as amended hereby;
      and the Collateral Documents and the rights and remedies of the Bank thereunder,
      the obligations of the Borrower thereunder, and the Liens 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.




4.2. 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.




4.3. The
      Borrower 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.




4.4. 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. Delivery of
      a
      counterpart hereof by facsimile transmission or by e-mail transmission of an
      Adobe portable document format file (also known as a “PDF” file) shall be
      effective as delivery of a manually executed counterpart hereof. This Amendment
      shall be governed by, and construed in accordance with, the internal laws of
      the
      State of Illinois.







This
      Seventh Amendment to Second Amended and Restated Credit Agreement is entered
      into as of the date and year first above written.


MIDWEST*ONE*FINANCIAL GROUP, INC.By
                /s/
                  David A. MeinertNameDavid
                      A. Meinert
                    TitleEVP
                      & CFO
 Accepted
            and agreed to.
 HARRIS
                    N.A.By
                /s/
                  Robert BombenNameRobert
                        Bomben
                      TitleDirector