MIDWEST BANC HOLDINGS INC
SEVERANCE POLICY
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.1</B>



<P align="center" style="font-size: 10pt"><B>Midwest Banc Holdings, Inc. Severance Policy<BR>
(As Amended and Restated June&nbsp;28, 2005)</B>


<P align="left" style="font-size: 10pt"><B>Purpose</B>:


<P align="left" style="font-size: 10pt">Midwest Banc Holdings, Inc. (&#147;MBHI&#148;) establishes in this Policy its guidelines for the payment of
severance in the event of employment separation or discharge due to reasons other than cause or
resignation. This Policy applies to the full-time employees of MBHI and its subsidiaries.


<P align="left" style="font-size: 10pt"><B>Appointment and Authority of Administrator:</B>


<P align="left" style="font-size: 10pt">The Administrator and named fiduciary of this Policy is MBHI, which shall carry out its duties
through the President of MBHI, except that if the Policy ever applies to the President then the
Board of Directors or its delegate is responsible for carrying out the duties as Administrator of
the Policy. The Administrator is authorized to decide in its discretion all questions arising under
this Policy, including those as to eligibility for and amounts of benefits payable under this
Policy. For example, the Administrator will decide in its discretion whether an employee has
voluntarily resigned or has been terminated for cause.


<P align="left" style="font-size: 10pt">Benefits will be paid under this Policy only if the Administrator decides in its discretion that
the applicant is entitled to them.


<P align="left" style="font-size: 10pt"><B>Limitations on Benefits:</B>


<P align="left" style="font-size: 10pt">No benefits are payable under this Policy in the event the employee voluntarily resigns or is
terminated for cause. Further, a period of unemployment is required for benefits to be paid under
this Policy. Accordingly, no benefits are payable under this Policy to an employee if, by way of
example and not of limitation, (1)&nbsp;MBHI sells a business unit or part of a business unit and the
buyer hires the employee upon the sale, or (2)&nbsp;MBHI sells a subsidiary and the employee does not
lose his or her job upon the sale. In addition, an employee covered by a Transitional Employment
Agreement which becomes effective following a change-in-control will not be eligible to receive
severance payments.


<P align="left" style="font-size: 10pt"><B>Severance Benefits:</B>


<P align="left" style="font-size: 10pt">Eligible employees who have been discharged for reasons other than cause or resignation and who
experience a period of unemployment shall be entitled to benefits under this Policy as follows,
subject to the terms, conditions, and limitations set forth in this Policy:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Senior Vice Presidents and higher will be entitled to receive six (6)&nbsp;months of base salary or
one week for every full year of service, whichever is greater.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;All other employees will be entitled to receive twelve (12)&nbsp;weeks of base salary or one week
for every full year of service, whichever is greater.


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<P align="left" style="font-size: 10pt"><B>How and When Severance Benefits Will be Paid:</B>


<P align="left" style="font-size: 10pt">Severance benefits will be paid to a discharged employee bi-weekly on Thursday in conjunction with
MBHI&#146;s normal payrolls.


<P align="left" style="font-size: 10pt"><B>Release of Employment-Related Claims:</B>


<P align="left" style="font-size: 10pt">To the fullest extent allowed by law, it is a condition of entitlement to receipt of severance
benefits under this Policy that a discharged employee release in writing any and all
employment-related claims that the employee may have against MBHI or any of its subsidiaries or
employees, including claims for discrimination. The President or his or her delegate is
authorized to specify the form of any such release and to negotiate the terms of such release with
each discharged employee.


<P align="left" style="font-size: 10pt"><B>Non-Solicitation of Customers and Employees:</B>


<P align="left" style="font-size: 10pt">It is a condition of entitlement to receipt of severance benefits under this Policy that each
discharged officer agree in writing not to solicit the customers or employees of MBHI or any of its
subsidiaries for the duration of the severance payments. The President or his or her delegate is
authorized to specify the form of any such written nonsolicitation agreement and to negotiate the
terms of such agreement with each discharged officer.


<P align="left" style="font-size: 10pt"><B>Claims Procedures:</B>


<P align="left" style="font-size: 10pt">It is the duty of the Administrator to adopt reasonable claims and review procedures to decide
claims and requests for reviews of benefit denials under this Policy.


<P align="left" style="font-size: 10pt"><B>Amendment and Termination:</B>


<P align="left" style="font-size: 10pt">MBHI reserves the right to amend or terminate this Policy at any time, with or without retroactive
effect to the fullest extent allowed by law. Amendments will be recommended by the compensation
committee and by the Board of Directors or the officer or officers delegated by the Board with the
authority to make amendments to this Policy; provided, however, that such officers shall not be
permitted to make amendments which affect Senior Vice Presidents and above.


<P align="left" style="font-size: 10pt"><B>Effective Date:</B>


<P align="left" style="font-size: 10pt">This amended and restated Policy is effective the date it is adopted by the Board of Directors,
which is June&nbsp;28, 2005.


<P align="left" style="font-size: 10pt"><B>Adoption of Amended and Restated Policy:</B>


<P align="left" style="font-size: 10pt">To evidence the adoption of this amended and restated Policy by MBHI, the President of MBHI has
been authorized to sign this Policy on June&nbsp;28, 2005.



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    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">                                                  /s/ James  J. Giancola, President
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