CERTIFICATE OF AMENDMENT
OF
RESTATED BY-LAWS
OF
MIDWEST BANC HOLDINGS, INC.
MIDWEST BANC HOLDINGS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation, at its meeting duly held
on June 1, 2000, adopted resolutions approving the following amendments to the
Restated By-Laws of the Corporation:
RESOLVED, that the first sentence of Section 3.2 of the By-Laws of the
Corporation is hereby amended to read in its entirety as follows:
"The number of directors shall be nine (9)."
FURTHER RESOLVED, that the last sentence of Section 3.2 of the Bylaws
is hereby amended to read in its entirety as follows:
"In addition, unless otherwise provided in the resolution
electing a person to the office of director, each director
of the Corporation shall own, of record or beneficially, at
least 120,000 shares of the Corporation."
SECOND: That such amendments have been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Midwest Banc Holdings, Inc. has caused this Certificate
to be signed and attested on its behalf as of June 1, 2000.
MIDWEST BANC HOLDINGS, INC.
By:/s/ Robert L. Woods
-----------------------------------------
Robert L. Woods, President and
Chief Executive Officer
ATTEST:
By: /s/ Daniel Nagle
------------------------
Daniel Nagle, Secretary
