0000950137-06-001492 Sample Contracts

AGREEMENT AND PLAN OF MERGER BETWEEN MIDWEST BANC HOLDINGS, INC. AND ROYAL AMERICAN CORPORATION February 8, 2006
Agreement and Plan of Merger • February 8th, 2006 • Midwest Banc Holdings Inc • National commercial banks • Illinois

AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2006 (this “Agreement”), by and between Midwest Banc Holdings (the “Company”), and Royal American Corporation, a Delaware corporation (the “Seller”).

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FORM OF STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 8th, 2006 • Midwest Banc Holdings Inc • National commercial banks • Illinois

STOCKHOLDER VOTING AGREEMENT, dated as of February 8, 2006 (the “Agreement”), among Midwest Banc Holdings, Inc., a Delaware corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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