MIDWEST BANC HOLDINGS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Exhibit 10.15

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 four (4) 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 in Control ” 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 and the final Treasury regulations thereunder. In accordance with the final Treasury regulations, “Change in Control” means any one of the events described below:

          (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 fifty (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 fifty (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 (c)).

          (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 fifty (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 12.3 hereof.

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

     1.8 “ Disability ” means the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Determination of Disability may be made by either the Social Security Administration or by the claims administrator of a disability insurance program covering employees of the Company provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the claims administrator’s determination.

     1.9 “ Early Retirement Age ” means the Executive’s 60 ^th 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 Separation from Service, or if earlier, the date the Executive attains Normal Retirement Age.

     1.14 “ Good Reason ” means Separation from Service that satisfies the following conditions:

     1.15 “ Involuntary Termination of Employment ” means Separation from Service (a) by the Executive for Good Reason or (b) by the Company for reasons other than Termination for Cause.

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

     1.17 “ Normal Retirement Date ” means the later of the Normal Retirement Age or Separation from Service.

     1.18 “ 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.

     1.19 “ Separation from Service ” means termination of the Executive’s employment with the Company for reasons other than death. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than forty-

nine (49%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding twelve (12) month period (or the full period of services to the Company if the Executive has been providing services to the Company less than twelve (12) months). For periods during which an Executive is on a paid bona fide leave of absence (as defined in Treasury Regulation Section 1.409A-1(h)(1)(i)) and has not otherwise terminated employment, the Executive is treated as providing bona fide services at a level equal to the level of services that the Executive would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which an Executive is on an unpaid bona fide leave of absence (as defined in Treasury Regulation Section 1.409A-1(h)(1)(i)) and has not otherwise terminated employment are disregarded for purposes of this definition (including for purposes of determining the applicable twelve (12) month period).

     1.20 “ Specified Employee ” means an employee who, as of the date of the employee’s Separation from Service, is a key employee of the Company. Notwithstanding the foregoing, an employee is a Specified Employee only if the stock of the Company or any entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). For purposes of identifying a Specified Employee, the definition of compensation under Treasury Regulation Section 1.415(c)-2(a) is used, applied as if the Company were not using any safe harbor provided in Treasury Regulation Section 1.415(c)-2(d), were not using any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e), and were not using any of the special rules provided in Treasury Regulation Section 1.415(c)-2(g). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

     1.21 “ Subsidiary ” means any direct or indirect subsidiary of the Company. An entity employing an Executive will not be treated as a Subsidiary for any period of time it is not a direct or indirect subsidiary of the Company

     1.22 “ Termination for Cause ” means Separation from Service for any one or more of the following reasons, as determined by the Committee, in the exercise of good faith and reasonable judgment:

     (a) 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 Separation from Service, or where there is such an agreement but the agreement does not define “termination for 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

     (b) 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 Separation from Service that defines “termination for cause” (or similar words) and the occurrence of an event for which resignation for “termination 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.

     1.23 “ 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 Separation from Service on or after the Executive’s Normal Retirement Age, the Employer shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

          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 Separation from Service. Notwithstanding the foregoing, the first payment may be made within 45 days following the Executive’s Separation from Service. The annual benefit shall be paid to the Executive for fifteen (15) years.

     2.2 Early Retirement Benefit . Subject to Article 6, upon Separation from Service (a) on or after the Early Retirement Age but before the Normal Retirement Age for reasons other than 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:

          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 Separation from Service. Notwithstanding the foregoing, the first payment may be made within 45 days following the Executive’s Separation from Service. The annual benefit shall be paid to the Executive for fifteen (15) years.

     2.3 Early Termination Benefit . Subject to Article 6, upon Separation from Service before the Early Retirement Age, for reasons other than 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.

          2.3.1 Amount of Benefit . If the Executive has completed ten (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 shall be the Accrued Benefit Balance set forth in Schedule A. Upon a Separation from Service, interest shall accrue on the unpaid balance at four (4) percent per annum, compounded annually, until fully paid. If the Executive has completed less than ten (10) Years of Service or less than five (5) continuous years of employment with the Employer or any Subsidiary 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. The annual benefit shall be paid to the Executive for fifteen (15) years.

     2.4 Disability Benefit . Subject to Article 6, if the Executive has a Separation from Service 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. 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 Disability within two (2) years 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 four (4) percent 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 payable hereunder shall be the greater of the foregoing or that amount provided in Section 2.2.1. For purposes of the foregoing sentence, a discount rate equal to the Accrual Rate is to be used to compare the benefit under this Section 2.5.1 with the benefit under Section 2.2.1.

          2.5.2 Payment of Benefit . The Employer shall pay the benefit amount to the Executive in a lump sum payment within 74 days of the date of the Executive’s Involuntary Termination of Employment. The benefit shall be equal to the lump sum present value of the payments described in Sections 2.1.2, 2.2.2, 2.3.2 or 2.4.2 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 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.

          2.5.3 Monthly Installment Payments . Notwithstanding Section 2.5.2, an Executive may elect that, in the event of a Change in Control, the Employer shall pay the 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. The annual benefit shall be paid to the Executive for fifteen (15) years. The election to receive installment payments must be made by the Executive no later than the date this Agreement is signed. Notwithstanding the foregoing, the Executive may change his or her election provided the requirements of Section 2.8 are satisfied.

     2.6 Restriction on Timing of Distribution . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.6 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to Separation from Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated (without the adjustment for the time value of money) and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service. All subsequent distributions shall be paid in the manner specified.

     2.7 Limited Cashouts . Notwithstanding anything in this Article 2 to the contrary, the Company may make a lump sum distribution of amounts deferred hereunder provided:

     2.8 Change in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Executive and the Company may, subject to the terms of Section 9.1, amend the Agreement to delay the timing or change the form of distributions. Any such amendment:

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 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