exv4w3



 





Exhibit 4.3



THE DEPOSITARY SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.




	 	 	 
	Number 0001

	 	1,500,000 Depositary Shares
	 

	 	CUSIP                     






DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING 1/100TH OF ONE SHARE OF

SERIES A NONCUMULATIVE REDEEMABLE CONVERTIBLE PERPETUAL 
PREFERRED STOCK

OF

MIDWEST BANC HOLDINGS, INC.

Incorporated Under The Laws of The State of Delaware

(See Reverse for Certain Definitions.)




     Illinois Stock Transfer Company, an Illinois corporation, as Depository (the “Depository”),
hereby certifies that                                                              is the registered owner of One Million Five
Hundred Thousand (1,500,000) Depositary Shares (“Depositary Shares”), each representing
1/100th of a share of Series A Noncumulative Redeemable Convertible Perpetual Preferred
Stock, liquidation preference $2,500 per share, par value $0.01 per share (the “Preferred Stock”),
of Midwest Banc Holdings, Inc., a Delaware corporation (the “Corporation”), on deposit with the
Depository, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of
December 6, 2007 (the “Deposit Agreement”), among the Corporation, the Depository and the holders
from time to time of the depositary receipts thereunder.  The powers, designations, preferences and
rights of the Preferred Stock are set forth in a Certificate of Designation filed with the
Secretary of State of the State of Delaware.  By accepting this Depositary Receipt, the holder
hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement.  This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to
any benefits under the Deposit Agreement unless it shall have been executed by the Depository by
the manual signature of a duly authorized officer.



	 	 	 	 	 	 	 
	Dated: December 10, 2007	 	Illinois Stock Transfer Company, Depository	 	 
	 
	 	 	 	 	 	 
	 

	 	By:   

      
	 	                                                
 

Authorized Officer
	 	              






 









 





MIDWEST BANC HOLDINGS, INC.



UPON REQUEST, THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT
WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF
DESIGNATION OF THE SERIES A NONCUMULATIVE REDEEMABLE CONVERTIBLE PERPETUAL PREFERRED STOCK OF
MIDWEST BANC HOLDINGS, INC. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITORY NAMED ON THE
FACE OF THIS RECEIPT AT 209 WEST JACKSON BOULEVARD, SUITE 903, CHICAGO, ILLINOIS 60606.



The Corporation will furnish without charge to each holder of a depository receipt, who so
requests, a summary of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Corporation, and the
qualifications, limitations or restrictions of such preferences or rights.  Such request may be
made to the Corporation at 501 West North Avenue, Melrose Park, Illinois 60610, Attention:
Corporate Secretary.



KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TEN COM — as tenants in common	 	UNIF GIFT MIN ACT -	 	 	 	 
	 

	 	 	 	                    
	 	Custodian
	 	                    	 	 	 	 
	 

	 	TEN ENT — as tenants by the entireties 	 	 	 	 	 	 	 	 	 	 
	 

	 	      
	 	       
	 	   (Cust)
	 	 	 	(Minor)	 	 
	 	 	JT TEN — as joint tenants with right of

survivorship and not as tenants in	 	Under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 	 	 	 
	      	 	               	 	 (State)
	 	 	 	 	 	 
	 	 	Additional abbreviations may also be used though not in the above list.
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	For value received,                                                              hereby sell, assign
and transfer unto	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 	 















 






(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



 





 





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                     Depositary Shares  represented by the within Depository Receipt,
and do hereby irrevocably constitute and appoint                                                              Attorney to transfer the Depositary Shares on the
books of the within named
Depository with full power of substitution in the premises.




Dated                                         




	 	 	 
	NOTICE:

	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 
	 	 
	 

	 	 
	 
	 	 
	SIGNATURE(S) 

GUARANTEED:

	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
SEC RULE 14Ad-15.







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