Attached files
file | filename |
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10-K - FORM 10-K - MIDWEST BANC HOLDINGS INC | c57062e10vk.htm |
EX-3.3 - EX-3.3 - MIDWEST BANC HOLDINGS INC | c57062exv3w3.htm |
EX-21.1 - EX-21.1 - MIDWEST BANC HOLDINGS INC | c57062exv21w1.htm |
EX-12.1 - EX-12.1 - MIDWEST BANC HOLDINGS INC | c57062exv12w1.htm |
EX-4.1.4 - EX-4.1.4 - MIDWEST BANC HOLDINGS INC | c57062exv4w1w4.htm |
EX-4.1.3 - EX-4.1.3 - MIDWEST BANC HOLDINGS INC | c57062exv4w1w3.htm |
EX-31.1 - EX-31.1 - MIDWEST BANC HOLDINGS INC | c57062exv31w1.htm |
EX-23.1 - EX-23.1 - MIDWEST BANC HOLDINGS INC | c57062exv23w1.htm |
EX-10.77 - EX-10.77 - MIDWEST BANC HOLDINGS INC | c57062exv10w77.htm |
EX-10.78 - EX-10.78 - MIDWEST BANC HOLDINGS INC | c57062exv10w78.htm |
EX-32.1 - EX-32.1 - MIDWEST BANC HOLDINGS INC | c57062exv32w1.htm |
EX-31.2 - EX-31.2 - MIDWEST BANC HOLDINGS INC | c57062exv31w2.htm |
EX-99.1 - EX-99.1 - MIDWEST BANC HOLDINGS INC | c57062exv99w1.htm |
EXHIBIT 99.2
MIDWEST
BANC HOLDINGS, INC.
Emergency
Economic Stabilization Act of 2008 (EESA)
Section 111(b)(4)
Certification
I, JoAnn Sannasardo Lilek, Executive Vice President and Chief
Financial Officer, certify, based on my knowledge, that:
(i) The compensation committee of Midwest Banc Holdings,
Inc. (Midwest or the TARP recipient),
has discussed, reviewed, and evaluated with senior risk officers
at least every six months during the period beginning on the
later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing
that date, senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to
Midwest;
(ii) The compensation committee of Midwest has identified
and limited during the period beginning on the later of the
closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of
the TARP recipients fiscal year containing that date, any
features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the
value of Midwest, and has identified any features of the
employee compensation plans that pose risks to Midwest and has
limited those features to ensure that Midwest is not
unnecessarily exposed to risks;
(iii) The compensation committee has reviewed at least
every six months during the period beginning on the later of the
closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of
the TARP recipients fiscal year containing that date, the
terms of each employee compensation plan and identified the
features in the plan that could encourage the manipulation of
reported earnings of Midwest to enhance the compensation of an
employee, and has limited those features;
(iv) The compensation committee of Midwest will certify to
the reviews of the SEO compensation plans and employee
compensation plans required under (i) and (iii) above;
(v) The compensation committee of Midwest will provide a
narrative description of how it limited during any part of the
most recently completed fiscal year that included a TARP period
the features in
(A) SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of
Midwest;
(B) Employee compensation plans that unnecessarily expose
Midwest to risks; and
(C) Employee compensation plans that could encourage the
manipulation of reported earnings of Midwest to enhance the
compensation of an employee;
(vi) Midwest has required that bonus payments, as defined
in the regulations and guidance established under
section 111 of EESA (bonus payments), of the SEOs and
twenty next most highly compensated employees be subject to a
recovery or clawback provision during any part of
the most recently completed fiscal year that was a TARP period
if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate
performance metric criteria;
(vii) Midwest has prohibited any golden parachute payment,
as defined in the regulations and guidance established under
section 111 of EESA, to a SEO or any of the next five most
highly compensated employees during the period beginning on the
later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing
that date;
(viii) Midwest has limited bonus payments to its applicable
employees in accordance with section 111 of EESA and the
regulations and guidance established thereunder during the
period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or
June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(ix) The board of directors of Midwest has established an
excessive or luxury expenditures policy, as defined in the
regulations and guidance established under section 111 of
EESA by September 14, 2009; this policy has been
provided to Treasury and its primary regulatory agency; and its
employees have complied with this policy during the period
beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009
and ending with the last day of the TARP recipients fiscal
year containing that date; and any expenses that, pursuant to
this policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive
officer with a similar level of responsibility were properly
approved;
(x) Midwest will permit a non-binding shareholder
resolution in compliance with any applicable federal securities
rules and regulations on the disclosures provided under the
federal securities laws related to SEO compensation paid or
accrued during the period beginning on the later of the closing
date of the agreement between the TARP recipient and Treasury or
June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(xi) Midwest will disclose the amount, nature, and
justification for the offering during the period beginning on
the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing
that date of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total
value exceeds $25,000 for any employee who is subject to the
bonus payment limitations identified in paragraph (viii);
(xii) Midwest will disclose whether Midwest, the board of
directors of Midwest, or the compensation committee of Midwest
has engaged during the period beginning on the later of the
closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of
the TARP recipients fiscal year containing that date, a
compensation consultant; and the services the compensation
consultant or any affiliate of the compensation consultant
provided during this period;
(xiii) Midwest has prohibited the payment of any
gross-ups,
as defined in the regulations and guidance established under
section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during the period beginning on the
later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing
that date;
(xiv) Midwest has substantially complied with all other
requirements related to employee compensation that are provided
in the agreement between Midwest and Treasury, including any
amendments;
(xv) The employees disclosed on Schedule I are the
SEOs and the twenty next most highly compensated employees for
the current fiscal year and the most recently completed fiscal
year, with the non-SEOs ranked in descending order of level of
annual compensation, and with the name, title and employer of
each SEO and most highly compensated employee
identified; and
(xvi) I understand that a knowing and willful false or
fraudulent statement made in connection with this certification
may be punished by fine, imprisonment, or both.
/s/
JoAnn
Sannasardo
Lilek
JoAnn Sannasardo Lilek
Executive Vice President and Chief Financial Officer
Dated: March 30, 2010