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Exhibit 4.2




Certificate Number 0001




Number of Shares of Series A Preferred Stock 15,000




CUSIP No                     




Series A Redeemable Noncumulative Convertible Perpetual Preferred Stock

of Midwest Banc Holdings, Inc.




     Midwest Banc Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies that
                                                                             
                       
 (the “Holder”) is the registered owner of 15,000 fully
paid and non-assessable shares of preferred stock of the Corporation designated as the Series A
Redeemable Noncumulative Convertible Perpetual Preferred Stock, par value $0.01 per share,
liquidation preference $2,500.00 per share (the “Series A Preferred Stock”). The shares of the
Series A Preferred Stock are transferable on the books and records of the Transfer Agent, 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 A Preferred Stock represented hereby are issued
and shall in all respects be subject to the provisions of the Certificate of Designation of Series
A Redeemable Noncumulative Convertible Perpetual Preferred Stock of the Corporation, dated December
6, 2007, 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 A 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. Unless the Transfer Agent’s valid countersignature appears
hereon, the shares of the Series A Preferred Stock evidenced hereby shall not be entitled to any
benefit under the Certificate of Designation or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Corporation has executed this Series A 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:
	 	  

Daniel
R. Kadolph
	 	 
	 

	 	Title:
	 	Secretary	 	 






COUNTERSIGNED AND REGISTERED




                                                                   
             , as Transfer Agent,




	 	 	 	 	 
	By:

  

	 	  

Authorized
Signatory
	 	 






	 	 	 	 	 
	Dated

	 	 
 

	 	 






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REVERSE OF SECURITY




     Dividends on each share of Series A 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 A Preferred Stock shall be redeemable as provided in the Certificate
of Designation. The shares of the Series A Preferred Stock shall be convertible into the
Corporation’s Common Stock in the manner and according to the terms set forth 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 A Preferred Stock evidenced hereby to



	 	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 




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




	 	 	 
	 
 


	 	 




(insert address and zip code of assignee)




	 	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 




and irrevocably appoints




	 	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 






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agent to transfer the shares of Series A Preferred Stock evidenced hereby on the

books of the Transfer Agent. 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 A Preferred
Stock certificate)



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.






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