Amendment No. 1 to Employment Agreement between Midland States Bank and Jeffrey S. Mefford

A.

The Executive is currently employed as Executive Vice President,  Banking, of the Bank and has entered into an Employment Agreement with the Bank, dated as of December 1, 2010 (the “Employment Agreement”).

B.

The Chief Executive Officer of the Bank has recommended, and the Midland States Bancorp, Inc. (the “Company”) Compensation Committee has approved, changes to the target Incentive Bonus and long-term incentive bonus percentages for the Executive.

C.

Since the date of the Employment Agreement the SEC has requested that all issuer’s subject to the reporting requirements of Securities Exchange Act of 1934 include a provision in the issuer’s employment agreements with respect certain rights of the employee to contact the SEC and other government agencies with respect to possible violations of the federal securities laws.

1.

The reference in Section 4(b) of the Employment Agreement to a target Incentive Bonus is hereby amended to “not less than forty percent (40%)”; and a new sentence shall be added as follows: “The long-term incentive bonus percentage for the Executive shall be forty-five percent (45%).”

2.

A new Section 8(g) is hereby added to the Employment Agreement as follows:

(g)

Nothing contained herein shall impede Executive’s ability to communicate with the staff of the Securities and Exchange Commission or other governmental agencies regarding possible federal securities law violations (i) without the Company’s prior approval, and (ii) without having to forfeit or forgo any resulting whistleblower awards.”