exv10w41



 





Exhibit
10.41



MIDWEST BANC HOLDINGS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT




     THIS AGREEMENT made as of the       day of                      (the “Effective Date”), by and
between Midwest Banc Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned
executive (the “Executive”).



INTRODUCTION




     The Company has agreed to provide supplemental retirement benefits to certain executives and
to enter into individual agreements with the executives to set forth the terms thereof. Such
agreements are intended to encourage the executive to remain an employee of the Company or one or
more of its Subsidiaries. Except for the death benefit payable to the Executive in the event such
Executive dies while in the active service of the Company, the Company and the Subsidiaries will
pay the benefits from their general assets. These agreements are intended to constitute an
unfunded plan maintained primarily to provide deferred compensation to a select group of management
or highly compensated employees within the meaning of Sections 201(2), 301(3) and 401(a)(1) of
ERISA and regulations issued thereunder.



     In furtherance of the foregoing, the Company and Executive agree as follows:



AGREEMENT




ARTICLE 1




DEFINITIONS




     Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:



     1.1 “Accrual Rate” means an interest rate equal to ___percent per annum.



     1.2 “Agreement” means this Midwest Banc Holdings, Inc. Supplemental Executive
Retirement Agreement entered into between the Company and the Executive.



     1.3 “Benefit Percentage” means ___percent.



     1.4 “Change of Control Event” means a change in the ownership or effective control of
the Company, or in the ownership of a substantial portion of the assets of the Company as provided
in section 409A(a)(2)(A)(v) of the Code. Pending issuance of Treasury regulations, a “Change in
Control Event” will be as defined in IRS Notice 2005-1 and subsequent guidance. In accordance with
IRS Notice 2005-1, a “Change in Control Event” means:




          (a) Change in Ownership. A change in the ownership of the Company occurs on the date
that any person or persons acting as a group acquires ownership of stock of the Company
that, together with stock held by such person or group, constitutes more than 50 percent of
the total fair market value or total voting power of the stock of such Company. If a person
or group is considered to own more than 50 percent of the total fair market value or total
combined voting power of the stock of the Company, the acquisition of additional stock by
the same person or persons is not considered to cause a



 









 







change in the ownership of the Company (or to cause a change in the “effective control
of the Company” within the meaning of paragraph (b)).




          (b) Change in Effective Control. A change in the effective control of the Company
occurs on the date that a majority of the Company’s board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s board of directors prior to the date of the appointment or
election.




          (c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in
the ownership of a substantial portion of the Company’s assets occurs on the date that any
person or group acquires (or has acquired during the 12-month period ending on the date of
the most recent acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 50 percent of the total gross fair
market value of all of the assets of the Company immediately prior to such acquisition or
acquisitions.



     1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or
any successor legislation thereto.



     1.6 “Company” means Midwest Banc Holdings, Inc., a Delaware corporation, as well as
any successor to such entity as provided in Section 11.3 hereof.



     1.7 “Compensation Committee” means the Compensation Committee of the Company’s board
of directors.



     1.8 “Disability” means, if the Executive is covered by a Company-sponsored disability
policy, total disability as defined in such policy without regard to any waiting period. If the
Executive is not covered by such a policy, Disability means the Executive suffering a sickness,
accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the
Executive from performing substantially all of the Executive’s normal duties for the Employer. As
a condition to receiving any Disability benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company’s board of directors deems
appropriate.



     1.9 “Early Retirement Age” means the Executive’s 60th birthday.



     1.10 “Employer” means the entity from among the Company and the Subsidiaries that is,
or was, the primary employer of the Executive.



     1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.12 “Executive” means the individual named on this Agreement and on whose behalf the
Agreement is entered.



     1.13 “Final Salary” means the highest annual base salary rate paid by the Company and
any Subsidiary to the Executive during the three (3) years ending on the date of Termination of
Employment, or if earlier, the date the Executive attains Normal Retirement Age.



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     1.14 “Involuntary Termination of Employment” means, for the purposes of the Agreement,
Termination of Employment by the Employer without Cause (as defined in Section 1.20 of this
Agreement) or by the Executive because of Constructive Discharge (as defined in Section 1.20 of
this Agreement).



     1.15 “Normal Retirement Age” means the Executive’s 65th birthday.



     1.16 “Normal Retirement Date” means the later of the Normal Retirement Age or
Termination of Employment.



     1.17 “Plan Year” means a twelve-month period commencing on January 1 and ending on
December 31 of each year. The initial Plan Year shall be a short Plan Year which shall commence on
the Effective Date.



     1.18 “Specified Employee” means a key employee (as defined in section 416(i) of the
Code without regard to paragraph (5) thereof) of a corporation any stock in which is publicly
traded on an established securities market or otherwise.



     1.19 “Subsidiary” means any direct or indirect subsidiary of the Company.



     1.20 “Termination of Employment”




          (a) For purposes of this Agreement, the term “Termination of Employment” shall mean (i)
termination by the Company and all Subsidiaries of the employment of the Executive with the
Company and all Subsidiaries for any reason including death, disability or “Cause” (as
defined below), or (ii) resignation from employment with the Company and all Subsidiaries by
the Executive for any reason, including “Constructive Discharge” (as defined below).




          (b) “Cause” shall mean, with respect to termination of an Executive’s employment or
directorship, the occurrence of any one or more of the following, as determined by the
Committee, in the exercise of good faith and reasonable judgment:




          (i) In the case where there is no employment, change in control or similar
agreement in effect between the Executive and the Employer at the time of
Termination of Employment, or where there is such an agreement but the agreement
does not define “cause” (or similar words) or a “cause” termination would not be
permitted under such agreement at that time because other conditions were not
satisfied, the termination of an employment or consulting arrangement due to the
willful and continued failure or refusal by the Executive to substantially perform
assigned duties (other than any such failure resulting from the Executive
Disability), the Executive’s dishonesty or theft, the Executive’s violation of any
obligations or duties under any employee agreement, or the Executive’s gross
negligence or willful misconduct; or




          (ii) In the case where there is an employment, change in control or similar
agreement in effect between the Executive and the Employer at the time of
Termination of Employment that defines “cause” (or similar words)



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and the occurrence of an event for which resignation for “cause” would be
permitted under such agreement at that time.




No act or failure to act on an Executive’s part shall be considered willful unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Company.




          (c) The term “Constructive Discharge” shall mean the Executive’s resignation from
employment with the Company and all Subsidiaries upon any one of the following:




          (i) In the case where there is an employment, change in control or similar
agreement in effect between the Executive and the Employer at the time of
Termination of Employment that defines “constructive discharge” (or similar words),
the occurrence of an event for which resignation for “constructive discharge” would
be permitted under such agreement at that time; or




          (ii) In the case where there is no employment, change in control or similar
agreement in effect between the Executive and the Employer, or where there is such
an agreement but the agreement does not define “constructive discharge” (or similar
words), or a resignation for “constructive discharge” would not be permitted at that
time because other conditions were not satisfied, there shall have occurred:




          (A) a reduction in the Executive’s base salary or annual bonus
opportunity from that in effect immediately prior to the date of a Change in
Control Event.




          (B) a material diminution in the Executive’s title, duties or
responsibilities from those in effect immediately prior to the date of a
Change in Control Event;




          (C) a change by the Employer of the Executive’s primary employment
location to a place that is more than 35 miles from Executive’s primary
employment location immediately prior to date of a Change in Control Event.



     1.21 “Year of Service” means a twelve-month period commencing on the Executive’s most
recent date of hire by the Company or a Subsidiary and on each anniversary thereof.



ARTICLE 2




LIFETIME BENEFITS




     2.1 Normal Retirement Benefit. Subject to Article 6, upon Termination of Employment
on or after the Normal Retirement Age for reasons other than death, the Employer shall pay to the
Executive the benefit described in this Section 2.1 in lieu of any other benefit under this
Agreement.



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          2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is an amount equal
to the Executive’s Final Salary multiplied by the Benefit Percentage.



          2.1.2 Payment of Benefit. The Employer shall pay the annual benefit to the Executive
in twelve (12) equal monthly installments payable on the first day of each month commencing with
the month following the Executive’s Termination of Employment. Notwithstanding the foregoing, for
any Specified Employee distributions may not be made before the date which is six (6) months after
the date of Termination of Employment (or, if earlier, the date of death of the Executive). The
annual benefit shall be paid to the Executive for fifteen (15) years.



          2.1.3 Benefit Increases. Commencing on the first anniversary of the first benefit
payment, and continuing on each subsequent anniversary, the Company’s board of directors, in its
sole discretion, may increase the benefit.



     2.2 Early Retirement Benefit. Subject to Article 6, upon Termination of Employment
(a) on or after the Early Retirement Age but before the Normal Retirement Age for reasons other
than death or Disability and (b) after completing five continuous years of employment with the
Employer or any Subsidiary after the Effective Date, the Employer shall pay to the Executive the
benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.



          2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is an amount equal
to a percentage of the annual benefit that would be payable as described in Section 2.1.1 above,
computed as follows:



	 	 	 
	Age at Termination	 	Percentage of
	of Employment	 	Section 2.1.1 Benefit
	60 years 

61 years 

62 years 

63 years 

64 years 

65 years
	 	50%

60%

70%

80%

90%

100%






          2.2.2 Payment of Benefit. The Employer shall pay the annual benefit to the Executive
in twelve (12) equal monthly installments payable on the first day of each month commencing with
the month following the Executive’s Termination of Employment. Notwithstanding the foregoing, for
any Specified Employee distributions may not be made before the date which is six (6) months after
the date of Termination of Employment (or, if earlier, the date of death of the Executive). The
annual benefit shall be paid to the Executive for fifteen (15) years.



     2.3 Early Termination Benefit. Subject to Article 6, upon Termination of Employment
before the Early Retirement Age, for reasons other than death or Disability, the Employer shall pay
to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this
Agreement.



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          2.3.1 Amount of Benefit. If the Executive has completed 10 or more Years of Service
and five (5) continuous years of employment with the Employer or any Subsidiary after the Effective
Date, the benefit under this Section 2.3 is the total liability then accrued on the Employer’s
records at the time of the Executive’s Termination of Employment. The Early Termination annual
benefit amount is determined by calculating a 15-year fixed annuity from the accrual balance,
crediting interest on the unpaid balance at an annual rate equal to the Accrual Rate, compounded
monthly. If the Executive has completed less than ten (10) Years of Service or less than five (5)
years continuous service after the Effective Date, the Employer shall pay no benefit under this
Section 2.3.



          2.3.2 Payment of Benefit. The Employer shall pay the annual benefit to the Executive
in twelve (12) equal monthly installments payable on the first day of each month commencing with
the month following the Executive’s Normal Retirement Date. Notwithstanding the foregoing, for any
Specified Employee distributions may not be made before the date which is six (6) months after the
date of Termination of Employment (or, if earlier, the date of death of the Executive). The annual
benefit shall be paid to the Executive for fifteen (15) years.



     2.4 Disability Benefit. Subject to Article 6, if the Executive terminates employment
due to Disability prior to Normal Retirement Age, the Employer shall pay to the Executive the
benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.



          2.4.1 Amount of Benefit. The benefit under this Section 2.4 is an amount equal to the
Executive’s Normal Retirement Benefit, calculated under Section 2.1 above, as if the Executive
remained employed, with no increase in annual base salary through his Normal Retirement Age.



          2.4.2 Payment of Benefit. The Employer shall pay the annual benefit amount to the
Executive in twelve (12) equal monthly installments payable on the first day of each month
commencing with the month following the Executive’s Normal Retirement Date. Notwithstanding the
foregoing, for any Specified Employee distributions may not be made before the date which is six
(6) months after the date of Termination of Employment (or, if earlier, the date of death of the
Executive). The annual benefit shall be paid to the Executive for fifteen (15) years.



     2.5 Change of Control Benefit. Subject to Article 6, in the event of the Executive’s
Involuntary Termination of Employment for reasons other than death or Disability following a Change
of Control, but prior to Normal Retirement Age, the Employer shall pay to the Executive the benefit
described in this Section 2.5 in lieu of any other benefit under this Agreement.



          2.5.1 Amount of Benefit. The benefit under this Section 2.5 is                      percent of the benefit
projected to be earned had the Executive remained employed through Normal Retirement Age with an
annual positive 4% salary adjustment effective on each anniversary of the Involuntary Termination
of Employment until the Executive reached his Normal Retirement Age. In the event the Executive
has attained the Early Retirement Age, and is entitled to the Early Retirement Benefit under
section 2.2, the benefit hereunder shall be the greater of the foregoing or that amount provided in
section 2.2.1.



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          2.5.2 Payment of Benefit. The Employer shall pay the annual benefit amount to the
Executive in twelve (12) equal monthly installments payable on the first day of each month
commencing with the month following the Executive’s Normal Retirement Date. Notwithstanding the
foregoing, for any Specified Employee distributions may not be made before the date which is six
(6) months after the date of Termination of Employment (or, if earlier, the date of death of the
Executive). The annual benefit shall be paid to the Executive for fifteen (15) years.



          2.5.3 Lump Sum Benefit. Notwithstanding Sections 2.1.2, 2.2.2, 2.3.2 or 2.5.2 above,
upon a Termination of Employment after a Change in Control Event, the Executive may elect to
receive a lump sum payment equal to the lump sum present value of the payments described in
Sections 2.1.2, 2.2.2, 2.3.2 or 2.5.2 above, whichever is applicable, where such present value is
to be determined using a discount rate equal to the applicable federal rate in effect on the date
of the Change in Control Event for purposes of determining present value of payments subject to the
non-deductibility and excise tax provisions of Section 280G and Section 4999 of the Code,
respectively, and regulations thereunder.



ARTICLE 3




DEATH BENEFITS




     3.1 Death During Active Service. No death benefits will be paid by the Company under
this Agreement in the event the Executive dies while in the active service of the Company. Death
benefits will be provided by way of a compensatory split-dollar life insurance arrangement pursuant
to Article 7.



     3.2 Death During Payment of a Lifetime Benefit. If the Executive dies after any
payments have commenced under Article 2 of this Agreement but before receiving all such payments,
the Employer shall pay the remaining benefits to the Executive’s beneficiary at the same time and
in the same amounts they would have been paid to the Executive had the Executive survived.



     3.3 Death After Termination of Employment But Before Payment of a Lifetime Benefit
Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but
dies after Termination of Employment and prior to the commencement of said benefit payments, the
Employer shall pay the same benefit payments to the Executive’s beneficiary that the Executive was
entitled to prior to death except that the benefit payments shall commence on the first day of the
month following the date of the Executive’s death.



ARTICLE 4




LIABILITY FOR BENEFITS




     4.1 Primary Obligor. The Employer shall be the primary obligor with respect to the
obligation to pay benefits owing to a Executive under this Agreement.



     4.2 Company Guaranty. The Company hereby guarantees the obligations of each Employer
to pay benefits owing to an Executive under this Agreement.



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ARTICLE 5




BENEFICIARIES




     5.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a
written designation with the Employer. The Executive may revoke or modify the designation at any
time by filing a new designation. However, designations will only be effective if signed by the
Executive and accepted by the Employer during the Executive’s lifetime. The Executive’s
beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the
Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be
made to the Executive’s estate.



     5.2 Facility of Payment. If a benefit is payable to a minor, to a person declared
incapacitated, or to a person incapable of handling the disposition of his or her property, the
Employer may pay such benefit to the guardian, legal representative or person having the care or
custody of such minor, incapacitated person or incapable person. The Employer may require proof of
incapacity, minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Employer from all liability with respect
to such benefit.



ARTICLE 6




GENERAL LIMITATIONS




     6.1 Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, neither the Company nor any Subsidiary shall pay any benefit under this Agreement if the
Company or any Subsidiary terminates the Executive’s employment for Cause.



     6.2 Suicide Misstatement. The Company shall not pay any benefit under the Agreement
if the Executive commits suicide within two years after the Effective Date.



     6.3 Restrictive Covenants.



          6.3.1 The Company has agreed to provide benefits under this Agreement in return for the
Executive’s acceptance of restrictive covenants set forth in this Section 6.3. The Executive
hereby acknowledges that the benefits provided hereunder constitute adequate consideration for
Executive’s obligations under this Section 6.3.



          6.3.2 Neither the Company nor any Subsidiary shall pay any benefit under this Agreement, and
the Executive shall be obligated to repay any lump sum payment received under this Agreement if,
without the prior written consent of the Company and the affected Subsidiary or Subsidiaries,
Executive:




          (a) At any time prior to the                      anniversary of the Termination of Employment of
the Executive, engages in, becomes interested in, directly or indirectly, as a sole
proprietor, as a partner in a partnership, or as a substantial equity owner in a corporation
or other entity, or becomes associated with, in the capacity of employee, director, officer,
principal, agent, trustee or in any other capacity whatsoever,



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any enterprise conducted in the business area (a 35 mile radius) of the Company or any
Subsidiary, which enterprise is, or may deemed to be, competitive with any business carried
on by the Company or any Subsidiary as of the date of termination of employment; or




          (b) at any time prior to the                      anniversary of the Termination of Employment of
the Executive, either as an individual, on his or her own account, or as an agent, employee,
director, shareholder or otherwise, directly or indirectly, solicit, induce or encourage, or
attempt to solicit, induce or encourage any customer of the Company or any of its affiliates
not to do business with the Company or any of its affiliates. For purposes of this
paragraph, such customers and such affiliates shall be limited to those persons or entities
which are customers or affiliates as of the date immediately preceding the date of the
Executive’s termination of employment; or




          (c) at any time prior to the                      anniversary of the Termination of Employment of
the Executive, directly or indirectly solicits, induces or encourages any person who, as of
the date immediately preceding the date of the termination of employment, is an employee of
the Company or any of its affiliates to terminate his or her relationship with the Company
or any of its affiliates.



          6.3.3 Executive represents and warrants that:




          (a) Executive has read and understands this Agreement;




          (b) Executive has had an opportunity to consult with legal counsel in connection
herewith;




          (c) the restraints and agreements herein provided are fair and reasonable;




          (d) enforcement of the provisions of Section 6.3 will not cause him or her undue
hardship; and




          (e) that the above restrictions are reasonable in scope and duration and are the least
restrictive means to protect the Company’s and its affiliates’ legitimate and proprietary
business interests and property from irreparable harm.



          6.3.4 The Employer and the Employee hereby recognize that the restrictive non compete
provisions of Section 6.3.2 have value and that value shall be recognized in the Section 280G
calculations by an allocation of the termination benefits between the non compete provision and the
other Termination Benefits based on the value of the fair market value of the non compete
provisions. The Employer shall make the determination of the fair value to be assigned.



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ARTICLE 7




LIFE INSURANCE




     7.1 General. The Company will provide the Executive with current life insurance
protection by way of a compensatory split-dollar life insurance arrangement in the event the
Executive dies while in the active service of the Company. The Company is and will be the owner of
the life insurance policy or policies contemplated by this Agreement (individually the “Policy,”
and collectively, the “Policies”) and, as such, possess all of the incidents of ownership in and to
each Policy, subject to the limitations contained herein. The Company will endorse to the
Executive the right to designate the beneficiary of a portion of the death benefits payable under
the Policies as provided and limited herein.



     7.2 Purchase of the Policies. The parties undertake all necessary actions to cause
each Policy to be issued to the Company and to cause each Policy to conform to the terms of this
Agreement. Each Policy will be subject to the terms and conditions of this Agreement and of the
endorsement filed with the insurance company issuing each Policy (the “Insurer”). The Policies
that are subject to this Agreement as of the date hereof are listed on Schedule A hereto.



     7.3 Ownership of the Policies.



          7.3.1 Company Will Own Each Policy. The Company will own each Policy at all times and
may exercise all ownership rights and incidents of ownership granted to the particular Policy’s
owner by the Insurer, except the Executive’s right to direct the distribution of the Policies’
death benefits up to the Current Life Insurance Protection Amount defined in section 7.4.1.



          7.3.2 Company’s Right to Borrow, Withdraw, Pledge or Assign. The Company alone may,
to the extent of its interest, exercise the right to borrow or withdraw on each Policy’s cash
surrender values. The Company may pledge or assign the policy, subject to the terms and conditions
of this Agreement, in order to secure a loan or loans from the Insurer or from a third party.
Interest charges on such loans shall be the responsibility of and shall be paid by the Company.



          7.3.3 Company’s Right to Surrender or Cancel Policy. The Company shall have the sole
right to surrender or cancel any Policy or Policies and to receive from the Insurer the amount due
the owner under each Policy.



          7.3.4 Company Retains Rights Granted Under Each Policy. The Company shall retain all
rights which each Policy grants to the owner thereof.



          7.3.5 No Action By Executive. The Executive shall take no action with respect to any
Policy that would in any way compromise or jeopardize the Company’s rights without the Company’s
express written consent.



     7.4 Economic Benefit Limited to Current Life Insurance Protection Amount.



          7.4.1 Economic Benefit Provided to Executive. For each calendar year for which this
Agreement is in force, the economic benefit provided to the Executive under this



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Agreement is limited to current life insurance protection in an amount equal to the total age
65 liability accrued on the Company’s records as of the end of the preceding calendar year (the
“Current Life Insurance Protection Amount”).



          7.4.2 Executive Has No Right to Cash Surrender Value. The Executive does not have any
current or future right to access any cash surrender value of any Policy.



          7.4.3 Executive Has No Economic Benefits. The Executive does not have any economic
benefits in any Policy other than as provided in Section 7.4.1.



          7.4.4 Determination of the Current Life Insurance Protection Amount. The Current Life
Insurance Protection Amount shall be determined by the Company following the close of each calendar
year and communicated to the Executive by March 15 of the calendar year for which it is effective.
Each time the Current Life Insurance Protection Amount changes (which may not be annually), the
Company shall effect an endorsement to each Policy with each Insurer to ensure that each Insurer is
obligated to pay the proper portion of the Current Life Insurance Protection Amount to the
Executive’s beneficiaries or estate upon the death of the Executive while in the active service of
the Company (with all remaining Policy proceeds being payable to the Company).



     7.5 Beneficiary Designation Rights. The Company shall endorse to the Executive the
right and power to designate a beneficiary or beneficiaries to receive an aggregate sum payable
upon the death of the Executive equal to the Current Life Insurance Protection Amount. This
endorsement shall be effected using a form provided by the Insurer or Insurer. A Policy’s
endorsement shall not be terminated, altered, or amended without the express written consent of the
Executive. To change a beneficiary, the Executive must execute a new endorsement and comply with
the requirements of the particular Policy. Failure to comply with the terms of the individual
Policy will result in the change not becoming effective. The parties shall take all actions
necessary to cause such an endorsement to conform to the provisions of this Agreement.



     7.6 Premium Payments. Subject to the Company’s absolute right to surrender or
terminate any Policy at any time and for any reason, the Company shall pay the entire premiums owed
under the Policies to the Insurers. Upon request, the Company shall promptly furnish to the
Executive evidence of timely payment of such premiums.



     7.7 Income Taxation of Current Life Insurance Protection Amount. Consistent with the
federal income tax regulations governing the taxation of compensatory split-dollar life insurance
arrangements, the parties agree that the value of the economic benefits provided to the Executive
hereunder for a taxable year is equal to the cost of the Current Life Insurance Protection Amount
in effect for that year. Such cost equals the Current Life Insurance Protection Amount multiplied
by the life insurance premium factor designated or permitted in guidance published by the Internal
Revenue Service. The Company shall annually furnish to the Executive a statement of the amount of
income reportable by the Executive for federal and state income tax purposes consistent therewith.
The Executive agrees to report the amount reflected in the statement on his or her personal income
tax return.



     7.8 Death of the Executive.



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          7.8.1 Determination of the Death Benefit Payable to the Executive and the Company.
Upon the death of the Executive while in the active service of the Company, the Company and the
Executive’s beneficiaries designated under the Policies (or if no beneficiary is designated, the
estate of the Executive) shall promptly take all action necessary to obtain the death benefits
provided under each Policy. The Company shall have the unqualified right to receive that portion
of such death benefits that exceeds the Current Life Insurance Protection Amount for the calendar
year in which the Executive’s death occurs. The balance of the Policy death benefits (i.e., the
Current Life Insurance Protection Amount) shall be paid to the Executive’s beneficiaries designated
under the Policies (or if no beneficiary is designated, the estate of the Executive) in the manner
and in the amount provided in the Policy’s provisions. In no event shall the aggregate amounts
payable under the Policies (and this Agreement) to the Executive’s beneficiaries (or estate) exceed
the Current Life Insurance Protection Amount for the calendar year in which the Executive’s death
occurs.



          7.8.2 Payment to Executive’s Beneficiaries. To the extent an amount is paid to the
Executive’s beneficiaries (or the estate of the Executive) hereunder, then such amount will
satisfy, replace, and render void all obligations of the Company to pay such amount under Article 3
of this Agreement.



          7.8.3 No Rights to Death Benefits if Executive Dies While Not in the Active Service of the
Company. If the Executive dies while not in the active service of the Company, neither the
Executive’s estate nor any of the Executive’s beneficiaries shall have any rights to any portion of
any death benefits payable under any Policy.



     7.9 Exchange of Policies. The Company may unilaterally and without the consent of the
Executive exchange any Policies that are the subject matter of this Agreement, with or without
replacing said Policies.



     7.10 No Rights to Assign Interest in Policy. The Executive may not, without the
written consent of the Company, assign to any individual, trust or other organization, any right,
title or interest in any Policy, nor any rights, options, privileges or duties created under this
Agreement.



     7.11 Insurer Not a Party to This Agreement. No Insurer shall be deemed a party to
this Agreement, but is expected to respect the rights of the parties as herein developed upon
receiving an executed copy of this Agreement. The Insurer shall be fully discharged from its
obligations under the applicable Policy by payment of the Policy’s death benefit to the
beneficiaries named in the Policy, subject to the Policy’s terms and conditions and endorsements.
No provision in this Agreement shall in any way be construed as enlarging, changing, varying, or in
any other way affecting the Insurer’s obligations as expressly provided in the Policy, except
insofar as the provisions of this Agreement are made a part of the Policy by the endorsement
document executed by the Company and filed with the Insurer in connection with this Agreement.



ARTICLE 8




CLAIMS AND REVIEW PROCEDURES




     8.1 Claims Procedure. The Company shall notify any person or entity that makes a
claim under this Agreement (the “Claimant”) in writing, within 90 days of Claimant’s written



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application for benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the Claimant is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a description of any
additional information or material necessary for the Claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of this Agreement’s claims review procedure
and other appropriate information as to the steps to be taken if the Claimant wishes to have the
claim reviewed. If the Company determines that there are special circumstances requiring
additional time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may extend the time for
up to an additional 90 days.




     8.2 Review Procedure. If the Claimant is determined by the Company not to be eligible
for benefits, or if the Claimant believes that he or she is entitled to greater or different
benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by
filing a petition for review with the Company within 60 days after receipt of the notice issued by
the Company. Said petition shall state the specific reasons which the Claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after receipt by the
Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity
to present his or her position to the Company verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify the Claimant of
its decision in writing within the 60-day period, stating specifically the basis of its decision,
written in a manner calculated to be understood by the Claimant and the specific provisions of the
Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period
is not sufficient, the decision may be deferred for up to another 60 days at the election of the
Company, but notice of this deferral shall be given to the Claimant.



ARTICLE 9




AMENDMENT AND TERMINATION




     9.1 Amendment. This Agreement may be amended or terminated only by a written
agreement signed by the Company and the Executive.



     Notwithstanding the previous paragraph in this Article 9, the Company may amend or terminate
this Agreement at any time if, pursuant to legislative, judicial or regulatory action, continuation
of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt,
or (ii) result in significant financial penalties or other significantly detrimental ramifications
to the Company (other than the financial impact of paying the benefits).



     9.2 Effect of Change in Control Event.



          9.2.1 Notwithstanding any other provision of this Agreement, following a Change in Control
Event, the provisions or the interpretation or administration of this Agreement may not be amended
or terminated in any manner which would adversely affect in any way the computation or amount of or
entitlement to benefits under the Agreement as in effect immediately prior to the Change in Control
Event, including, but not by way of limitation, any adverse change in or to:



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          (i) the formula pursuant to which benefits are earned or the date on which benefits
become vested;




          (ii) Final Salary recognized under the Agreement for purposes of determining benefits;
or




          (iii) the time or manner of payment of benefits available to any Executive or
beneficiary, including the commencement of the benefit payments or any present value or
other factors, including any methods of accounting, used in determining the amount thereof.



          9.2.2 The Employer shall deposit assets equal in value to the aggregate of all accrued
benefits then payable or reasonably expected to be payable in the future under the Agreement as of
the date of such Change in Control Event with a bank or corporate trustee pursuant to one or more
grantor trusts in a form satisfactory to the Company and Executive.



ARTICLE 10




ADJUSTMENT DUE TO EXCISE TAX




     10.1 If it is determined (in the reasonable opinion of independent public accountants then
regularly retained by the Employer), that any amount payable to Executive by Employer under this
Agreement or any other plan, program or agreement under which Executive participates or is a party
would constitute an “Excess Parachute Payment” within the meaning of Code Section 280G (or any
similar provision), subject to the excise tax imposed by Section 4999 of the Code, as amended from
time to time (the “Excise Tax”), then the amount of benefits payable to the Executive under any
provision of this Agreement shall be reduced to the extent necessary so that no portion of the
amounts payable to the Executive is subject to the Excise Tax. Executive shall be responsible for
any and all Excise Taxes (or similar taxes imposed upon such payments).



     10.2 The determination of the amount of reduction, if any, in the amounts payable to the
Executive shall be made in good faith by the Employer’s chief financial officer after consultation
with the advisors then regularly retained by the Employer, and a written statement setting forth
the calculation thereof shall be provided to the Executive. If amounts payable to the Executive
are to be reduced pursuant to this Article 10, the Executive, in consultation with the chief
financial officer, shall determine the compensation and benefits to be so reduced.



ARTICLE 11




MISCELLANEOUS




     11.1 No Guarantee of Employment. This Agreement is not an employment policy or
contract. It does not give any Executive the right to remain an employee of the Company or any
Subsidiary, nor does it interfere with the Employer’s right to discharge the Executive. It also
does not require the Executive to remain an employee nor interfere with the Executive’s right to
terminate employment at any time.



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     11.2 Non-Transferability. Benefits under this Agreement may not be sold, transferred,
assigned, pledged, attached or encumbered in any manner.



     11.3 Reorganization. The Company shall not merge or consolidate into or with another
company, or reorganize, or sell substantially all of its assets to another company, firm, or person
unless such succeeding or continuing company, firm, or person agrees to assume and discharge the
obligations of the Company under this Agreement. Upon the occurrence of such event, the term
“Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.



     11.4 Tax Withholding. The Employer shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement.



     11.5 Applicable Law. The Agreement and all rights hereunder shall be governed by the
laws of Illinois, except to the extent preempted by Federal laws.



     11.6 Unfunded Arrangement. The Executives and beneficiaries are general unsecured
creditors of the Company and their respective Employers for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company and the respective Employers to
pay such benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Executive’s life is a general asset of the Company or the Employer
to which the Executive and beneficiary have no preferred or secured claim.



     11.7 Administration. The Company shall have powers which are necessary to administer
this Agreement, including but not limited to:



          11.7.1 Construing and interpreting the provisions of the Agreement;



          11.7.2 Establishing and revising the method of accounting for the Agreement;



          11.7.3 Maintaining a record of benefit payments; and



          11.7.4 Establishing rules and prescribing any forms necessary or desirable to administer the
Agreement.



     11.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator
under this Agreement. It may delegate to others certain aspects of the management and operational
responsibilities including the employment of advisors and the delegation of ministerial duties to
qualified individuals.



     11.9 Gender and Number. In the Agreement, wherever the context permits, words in the
masculine gender include the feminine and neuter genders, words in the singular include the plural
and words in the plural include the singular.



     11.10 Entire Agreement. This Agreement constitutes the entire agreement between the
Company and the Executive as to the subject matter hereof. No rights are granted to the Executive
by virtue of this Agreement other than those specifically set forth herein.



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     11.11 Binding Effect. This Agreement shall bind the Executive and the Company, and
their beneficiaries, survivors, executors, successors, administrators and transferees. The Company
shall require any successor to the Company and any successor to any Employer by merger,
consolidation or combination to expressly assume in writing the obligations of the Company and/or
such Employer hereunder.



*           *           *




     IN WITNESS WHEREOF, the Executive and a duly authorized company Officer have signed this
Agreement on this       day of                     , 2006.



	 	 	 	 	 
	Executive:	 	Company:
	 	 	MIDWEST BANC HOLDINGS, INC., for
 itself and its Subsidiaries
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	James J. Giancola
	 
	 	 	 	 
	 

	 	As its:
	 	President and CEO
	 

	 	 	 	 





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SCHEDULE A

[INSERT NAME OF EXECUTIVE]




	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Policy	 	Policy Date	 	Policy	 	% of	 	Amount of
	of	 	Number	 	 	 	Face Amount	 	Executive’s	 	Executive’s
	Insurer	 	 	 	 	 	 	 	Current Life	 	Current Life
	 	 	 	 	 	 	 	 	Insurance	 	Insurance
	 	 	 	 	 	 	 	 	Protection	 	Protection Amount
	 	 	 	 	 	 	 	 	Amount Payable	 	(as of the end of
	 	 	 	 	 	 	 	 	to Beneficiary	 	2006) Payable to
	 	 	 	 	 	 	 	 	 	 	Beneficiary
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 




The Company shall have the unqualified right to receive that portion of the Policy death
benefits in excess of the Current Life Insurance Protection Amount for the calendar year in which
the Executive dies.