exhibit10_1.htm


     

    Execution
      Copy

     

     

    RICHARD
      M. RIESER

     

    SEPARATION
      AND SETTLEMENT AGREEMENT

     

    AND
      MUTUAL RELEASE

     

    This
      Separation and Settlement Agreement and Mutual Release (this
“Agreement”) is made this 23rd day of October, 2007, by and between
      Richard M. Rieser (the “Executive”) and MB Financial, Inc. (the
“Company”) concerning the Executive’s termination of employment with
      the Company.

     

    WHEREAS,
      the Company and the Executive entered into that certain Employment Agreement
      dated as of August 25, 2006, (the “Employment Agreement”);

     

    WHEREAS,
      the Company and Executive have legitimate disagreements with respect to the
      duties and responsibilities of the Executive and differences of opinion
      regarding the direction of the Company and the parties are hereby entering
      into
      this Agreement as an arm’s length settlement of a bona fide dispute with respect
      to the rights and obligations of the parties, including with respect to the
      terms and conditions of the Employment Agreement; and

     

    WHEREAS,
      the Company and the Executive intend that this Agreement shall be in complete
      settlement of all rights of the Executive under the Employment Agreement or
      otherwise relating to his employment by the Company.

     

    NOW
      THEREFORE, in consideration of the mutual promises and agreements set forth
      below, the Company and the Executive agree as follows:

     

    1.  Termination.  The
      Executive’s employment with the Company will terminate effective as of the close
      of business on October 23, 2007 (the “Termination Date”) and the
      Executive will continue to be paid his current monthly salary, expense
      reimbursements and other employee benefits through the Termination
      Date.

     

    2.  Resignation.  The
      Executive hereby agrees to resign as the Vice Chairman, Executive Vice President
      and Chief Marketing and Legal Strategist of the Company and from all other
      officer, director and other positions with the Company and all of its affiliates
      effective as of the close of business on the Termination
      Date.  Executive agrees to execute a letter of resignation, in the
      form attached hereto as Exhibit A.

     

    3.  Settlement
      Payment.  The Executive shall receive a settlement payment from
      the Company in the aggregate gross amount of Three Million Nine Hundred and
      Sixty-Five Thousand Dollars ($3,965,000.00), to be paid in a single lump sum
      cash payment (the “Settlement Payment”) on April 24, 2008 (the
“Payment Date”).

     

    4.  Restricted
      Stock and Restricted Stock Units.  Effective as of the Termination
      Date, the Executive shall become fully vested in (i) the 5,551 shares of
      Restricted Stock granted on August 25, 2006, and (ii) the 5,604 Restricted
      Stock
      Units granted on August 25, 2007.  The Restricted Stock Units shall be
      settled on the Payment Date in an equal number of shares of unrestricted common
      stock of the Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.  Stock
      Options.  Effective as of the Termination Date, the Executive
      shall become fully vested in all unvested outstanding stock options awarded
      under any plan or program maintained by the Company or any of its affiliates
      or
      predecessors.  All outstanding options which are vested as of the
      Termination Date shall continue to be exercisable per the terms of the
      applicable plan and award documents; provided, however, that for
      purposes of determining the expiration of such options, the Executive’s
      termination hereunder shall be deemed a “Retirement” per the terms of such
      options.

     

    6.  Supplemental
      Pension Benefit Agreement.  The Company shall honor the terms and
      conditions of the First Oak Brook Bank (“FOBB”) Supplemental Pension
      Benefit Agreement, as required by Section 19 of the Employment
      Agreement.  The estimated benefits thereunder shall be calculated by
      the Company’s independent auditors or actuaries and a report shall be delivered
      to Executive within 5 calendar days of the Termination Date.  In
      calculating the benefits thereunder, (i) the credited years of service shall
      be
      20, (ii) the accrual fraction shall be 100%, (iii) the “Final Base Salary” as
      used therein shall be $775,000, and (iv) the mortality tables and interest
      rates
      described in Code Section 417(e)(3)(A)(ii) shall be used, based on October
      1,
      2007.  The actual benefit shall be based upon the foregoing
      assumptions, but shall use the applicable rate on December 1,
      2007.  The supplemental benefit shall be a monthly life and 15 year
      certain annuity paid on a monthly basis commencing January 1, 2008, subject
      to
      the limitations of Section 22 of this
      Agreement.  To the extent necessary under the transitional guidance
      under Internal Revenue Service (“IRS”) Notice 2007-86, this Agreement
      constitutes an amendment to the Supplemental Pension Benefit Agreement, and
      a
      new election thereunder, to properly modify the time or manner of payment under
      a deferred compensation plan.

     

    7.  Agreement
      Regarding Post-Employment Restrictive Covenants.  The Company and
      the Executive shall honor the terms and conditions of the Agreement Regarding
      Post-Employment Restrictive Covenants, dated October 19, 1994.  The
      restrictive covenants, as provided therein shall lapse on October 24,
      2009.  The payments to be made to the Executive thereunder shall be
      paid on an annual basis commencing November 1, 2007, subject to the limitations
      of Section 22 of this Agreement.  To the
      extent necessary under the transitional guidance under IRS Notice 2007-86,
      this
      Agreement constitutes an amendment to the Agreement Regarding Post-Employment
      Restrictive Covenants, and a new election thereunder, to properly modify the
      time or manner of payment under a deferred compensation plan.

     

    8.  Executive
      Deferred Compensation Plan.   The Company shall honor the
      terms and conditions of the FOBB Executive Deferred Compensation
      Plan.  Subject to the limitations of Section 22 of this Agreement, the distribution of post-2004
      amounts thereunder (amounts subject to Code Section 409A) shall be paid in
      a
      lump within 90 days of the Termination Date.  The distribution of
      pre-2005 amounts thereunder shall be paid in substantially equal monthly
      installments over 5 years, commencing on November 1, 2007, in accordance with
      the elections currently in effect with respect to such amounts.

     

    9.  Medical
      Benefits.  The Company shall provide the “Post-Employment Health
      Benefit” pursuant to Section 5(c) of the Employment Agreement, subject to the
      terms, conditions and limitations stated therein; provided, however,
      that the limitations of subsection (y) thereunder shall only begin to apply
      with
      respect to amounts expended by the Company on and after October 24, 2009, and
      the Company shall bear such costs prior to such date on the same basis as in
      effect immediately prior to the Termination Date, and; provided,
      further, that Executive and his spouse will use best efforts to obtain
      Medicare and Medicare “supplemental coverage” (of their choosing) as soon as
      they are eligible to do so.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    10.  Termination
      of Benefits.  Except as specifically provided in this Agreement
      with respect to plans or arrangements specifically identified in this Agreement,
      the Executive’s continued participation in all compensation plans will cease as
      of the Termination Date.  Nothing contained herein shall limit or
      otherwise impair Executive’s right to receive pension or similar benefit
      payments which are vested as of the Termination Date under any applicable
      pension or other benefit plan (whether or not tax-qualified).

     

    11.  Company
      Stock.  Upon Executive’s written instructions, the Company shall
      use its best efforts to perform all necessary actions required by the Company,
      and shall promptly use its best efforts to cause its transfer agent and legal
      counsel to perform all necessary actions required by them as soon as reasonably
      practicable to effect either (i) the transfer of shares of common stock owned
      of
      record by Executive (or his immediate family members), whether or not held
      in
      certificate form, with or without restrictive legends, to accounts maintained
      by
      a bank or broker for the benefit of the Executive (or such immediate family
      member), where after such transfer(s) no legends or stop order instructions
      shall be attributable to such shares, or (ii) the exchange of certificated
      shares of common stock of the Company held by the Executive (or his immediate
      family members) for replacement certificates with no legends or restrictions
      thereon.  Executive hereby agrees and acknowledges that any sales of
      Company stock must be in compliance with all securities rules and regulations,
      including without limitation, Rules 144 and 145 under the Securities Act of
      1933
      (the “Securities Act”), as may be in effect at the time of sale.  The
      Company hereby represents that it will use its best efforts to maintain current
      filings with the Securities and Exchange Commission, as contemplated by
      paragraph (c)(i) of Rule 144 under the securities Act, during all such periods
      as Executive may be subject to Rule 145 under the Securities Act.

     

    12.  Office
      and Secretarial Support.  In connection with the services the
      Executive is providing pursuant to Section 15 of
      this Agreement, the Company shall continue to provide Executive with his current
      office and secretarial support (or well-qualified replacement), through May
      31,
      2008, including all appropriate office supplies, equipment and services (e.g.,
      computer, scanner, fax, copier, phone, email account, etc.) as if Executive
      were
      employed by the Company.  To the extent that the computer equipment
      and email account provided to Executive are outside and not connected to or
      accessing the Company’s systems, then the Company shall take all reasonable
      steps to ensure that the Executive is immediately forwarded all email
      communications relating to services to be performed by the Executive under
      Section 15 regarding the 60 W. Erie litigation
      matters and, for a period of 30 days following the Termination Date, all
      non-Company related email directed to the Executive.  In addition, the
      Company shall copy and or migrate all of the electronic contact information
      in
      Executive’s computer system to the system he will be provided immediately
      following the Termination Date.

     

    13.  Departure
      Party.  The Company shall provide reasonable funding for a
      departure party for the Executive, with the attendance list and arrangements
      to
      be made by the Executive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    14.  Releases.  As
      part of this Agreement, and in consideration of the benefits provided hereunder,
      the parties are each required to execute a General Release and Waiver (a
“Release”) and deliver the Release following the Termination
      Date.  This Agreement (including all Exhibits to this Agreement),
      and the commitments and obligations of all parties hereunder:

     

    (a)  shall
      become final and binding on the Termination Date, subject only to Executive’s
      execution and delivery of the Release, in the form set forth at Exhibit B-1,
      to
      the Company on the Termination Date and the expiration of the Executive’s right
      to revoke the execution of the Release in accordance with Section 3(c) of
      the Release; and

     

    (b)  shall
      not
      become final and binding if Executive revokes such execution.

     

    (c)  At
      such
      time as Executive delivers the Release above, the Company shall execute a
      Release, in the form set forth at Exhibit B-2, and shall deliver such Release
      to
      Executive.

     

    15.  Assistance
      with Claims.  Subject to continued indemnification provided in
      Section 23 of this Agreement, the Executive agrees
      to reasonably cooperate with the Company or any affiliate in the prosecution,
      defense or evaluation of any pending or potential claims or proceedings
      involving or affecting the Company or any affiliate with respect to the 60
      W.
      Erie litigation matters; provided, that such activities do not unreasonably
      interfere with Executive’s full-time employment entered into after the
      Termination Date, where such assistance is to be provided in a manner
      substantially similar to such services provided by the Executive prior to the
      Termination Date.  Executive will make himself available for the
      foregoing from time to time as reasonably required or as reasonably requested
      by
      the Company without additional consideration for such
      time.  Consistent with the Company’s policy for Executive’s expense
      reimbursement (as in effect prior to the Termination Date), promptly upon the
      receipt of the Executive’s written request, the Company agrees to reimburse the
      Executive for all reasonable out-of-pocket expenses associated with such
      cooperation, including, without limitation, attorneys fees, meals, lodging,
      air
      travel and ground transportation expenses.

     

    16.  Non-Vilification.  The
      Executive agrees that on and after the date of this Agreement, he will not
      make
      any vilifying statement about the Company, its officers (limited to “Section 16”
officers of the Company) and directors and the Company, its officers (limited
      to
“Section 16” officers of the Company) and directors agree not to make any
      vilifying statement about the Executive or Executive’s employment with the
      Company; provided, however,  that the provisions of this
      Section 16 shall not apply to testimony as a
      witness, any disclosure required by law to be made by the Company or the
      Executive, the assertion of or defense against any claim of breach of this
      Agreement and shall not require either party to make false statements or
      disclosures.  Notwithstanding the foregoing, upon a breach of this
      provision by either party, the non-breaching party shall thereafter be released
      from the constraints of this Section 16 and any
      otherwise vilifying statement made by the non-breaching party after such breach
      shall not constitute a breach of this Agreement.  The non-breaching
      party shall be entitled to seek all legal remedies available with respect to
      such breach and any failure to do so shall not limit or otherwise waive any
      rights with respect to any subsequent breach.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    17.  Withholding
      for Taxes.  All benefits and payments provided to the Executive
      pursuant to this Agreement which are required to be treated as compensation
      shall be subject to all applicable withholding and reporting
      requirements.

     

    18.  Settlement
      of Disputes.  The “Legal Fees” provisions set forth in
      Section 10(ii) of the Employment Agreement are hereby incorporated by
      reference and are made part of this Agreement and shall be applicable for all
      disputes as may arise hereunder (with the specific exclusion of disputes arising
      under Section 16 of this Agreement),
      notwithstanding that the Employment Agreement is no longer in full force and
      effect.

     

    19.  Attorneys’
      Fees.  The Company shall pay legal fees for the drafting and
      negotiating of this Agreement, in an amount of $25,000, directly to the law
      firm
      of Barack Ferrazzano Kirschbaum & Nagelberg, LLP (the “Firm”), with such
      payment to be made within 15 calendar days of the Termination
      Date.  The payment of such fees shall be reflected on an IRS Form 1009
      designating the Firm as the payee and the Company as the payor.

     

    20.  Miscellaneous.

     

    (a)  Binding
      Effect.  This Agreement shall be binding upon each of the parties
      and upon their respective heirs, administrators, representatives, executors,
      successors and assigns, and shall inure to the benefit of each party and to
      their heirs, administrators, representatives, executors, successors, and
      assigns.

     

    (b)  Applicable
      Law.  This Agreement shall be construed in accordance with the
      laws of the State of Illinois, without regard to the conflict of law provisions
      of any jurisdiction.

     

    (c)  Entire
      Agreement.  This Agreement reflects the entire agreement between
      the Executive and the Company and, except as specifically provided herein,
      supersedes all prior agreements and understandings, written or oral relating
      to
      the subject matter hereof (specifically including the Employment
      Agreement).  To the extent that the terms of this Agreement (including
      Exhibits to this Agreement) are to be determined under, or are to be
      subject to, the terms or provisions of any other document, this Agreement
      (including Exhibits to this Agreement) shall be deemed to incorporate
      by reference such terms or provisions of such other documents.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (d)  Notices.  Any
      notice pertaining to this Agreement shall be in writing and shall be deemed
      to
      have been effectively given on the earliest of (a) when received,
      (b) upon personal delivery to the party notified, (c) one business day
      after delivery via facsimile with electronic confirmation of successful
      transmission, (d) one business day after delivery via an overnight courier
      service or (e) five days after deposit with the United Postal Service, and
      addressed as follows:

     

    
      	
                               to
                the Executive
                at:

               

                              Mr. Richard
                M. Rieser

                              1342
                Hillside Road

                              Northbrook,
                Illinois  60062

               

                              Or
                such
                other address as Executive duly notifies the Company.

               

                              with
                a
                copy to:

               

                              Donald
                L. Norman, Jr., Esq.

                              Barack
                Ferrazzano Kirschbaum Nagelberg, LLP

                              200
                West Madison Street

                              Chicago,
                IL  60601

                              Fax:  (312)
                984-3150

               

            
	
                              to
                the
                Company at:

               

                              MB
                Financial, Inc.

                              800
                West Madison Street

                              Chicago,
                IL  60607

                              Attn:  Mitchell
                Feiger – President and Chief Executive Officer

               

                              with
                a
                copy to:

               

                              Barry
                Taff, Esq.

                              Silver,
                Freedman & Taff, L.L.P.

                              3299
                K
                Street N.W., Suite 100

                              Washington
                DC  20007

                              Fax:  (202)
                337-5502

            


    

    


    (e)  Waiver
      of Breach.  The waiver by either party to this Agreement of a
      breach of any provision of this Agreement shall not operate as or be deemed a
      waiver of any subsequent breach by such party.

     

    (f)  Amendment.  This
      Agreement may not be modified or amended except by a writing signed by the
      parties to this Agreement.

     

    (g)  Counterparts.  This
      Agreement may be signed in multiple counterparts, each of which shall be deemed
      an original.  Any executed counterpart returned by facsimile shall be
      deemed an original executed counterpart.

     

    (h)  No
      Third Party Beneficiaries.  Unless specifically provided herein,
      the provisions of this Agreement are for the sole benefit of the parties to
      this
      Agreement and are not intended to confer upon any person not a party to this
      Agreement any rights hereunder.

     

    (i)  Terms
      and Construction.  Each party has cooperated in the drafting and
      preparation of this Agreement and each party has had the opportunity to
      obtain the advice of legal counsel to review and comment upon the
      Agreement.  The language in all parts of this Agreement shall be in
      all cases construed according to its fair meaning and not strictly for or
      against either party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (j)  Admissions.  Nothing
      in this Agreement is intended to be, or will be deemed to be, an admission
      of
      liability by Executive or the Company to each other, or an admission that they
      or any of their agents, affiliates, or employees have violated any state,
      federal or local statute, regulation or ordinance or any principle of common
      law
      of any jurisdiction, or that they have engaged in any wrongdoing towards each
      other.

     

    21.  Tax
      Gross Up Agreement.  The Company shall continue to honor the terms
      and conditions of the Tax Gross Up Agreement, dated August 25, 2006, and the
      Executive’s termination of employment hereunder shall be treated as an
“Involuntary Termination” under Section 1(a)(ii) thereof.

     

    22.  Code
      Section 409A.

     

    (a)  Specified
      Employee.  The parties agree and acknowledge that the Executive is a
“specified employee” as that term is used in Code Section 409A(a)(2)(B), and
      therefore all payments to Executive that constitute deferred compensation,
      as
      defined under Code section 409A, shall be deferred for a period of six months
      from the Termination Date.  For purposes of Code Section 409A, all
      payments of deferred compensation made hereunder or pursuant to another plan
      or
      arrangement, shall be deemed to be separate payments and, accordingly, the
      aforementioned deferral shall only apply to separate payments which would occur
      during the six month deferral period and all other payments shall be
      unaffected.  All payments deferred pursuant to this Section 22, shall be paid in full on April 24,
      2008.

     

    (b)  Compliance
      and Indemnification.  It is intended that the provisions of this
      Agreement, and all compensation plans and programs sponsored by the Company
      in
      which Executive participates, comply with, or remain exempt from, Code Section
      409A, and all provisions of this Agreement shall be construed and interpreted
      in
      a manner consistent with such intentions.  From and after the
      Termination Date, (a) the Company shall administer and operate this
      Agreement and any “nonqualified deferred compensation plan” (as defined in Code
      Section 409A) (and any other arrangement that could reasonably be expected
      to
      constitute such a plan) in which the Executive participates and the Executive’s
      rights and benefits hereunder and thereunder in compliance with Code Section
      409A and any rules, regulations or other guidance promulgated thereunder as
      in
      effect from time to time, (b) in the event that the Company determines that
      any provision of this Agreement or any such plan or arrangement does not comply
      with Code Section 409A or any such rules, regulations or guidance and that
      the
      Executive may become subject to an additional tax under Code Section 409A (a
      “Section 409A Tax”), the Company shall amend or modify such provision to avoid
      the application of the Section 409A Tax, and (c) in the event that,
      notwithstanding the foregoing, the Executive is subject to a Section 409A Tax
      with respect to any such provision, the Company shall indemnify and hold the
      Executive harmless against all taxes (and any interest or penalties imposed
      with
      respect to such taxes) imposed as a result of the Company’s failure to comply
      with the preceding clause (a) of this Section 22.

     

    (c)  The
      Company and Executive hereby agree to execute all forms and amendments
      reasonably necessary to ensure that any deferred compensation plans, programs
      or
      arrangements properly comply with the requirements of Code Section 409A,
      provided such amendments reasonably reflect the spirit and intent of the
      provisions of this Agreement and do not reduce or compromise any rights and
      benefits of the Executive  or the Company pursuant to such
      arrangements.

     

    23.  Indemnification.  The
      Company shall continue to indemnify and hold Executive harmless as provided
      in
      Section 11 of the Employment Agreement to the maximum extent permitted by
      applicable law.  To the extent possible, the Company shall continue to
      cover Executive as an insured under its policy of directors and officers
      liability insurance for the duration of all statutes of limitations and any
      other period during which any action may be brought against Executive respecting
      his acts or omissions during his service as an officer or director with the
      Company, to the same extent as the Company covers its former officers and
      directors.  In addition to the foregoing, regardless of the
      applicability of any coverage by directors and officers liability insurance,
      the
      Company shall continue to indemnify and hold harmless Executive with respect
      to
      the services rendered by Executive pursuant to Section 15 of this Agreement to the same extent as if
      Executive were then an active officer of the Company providing such services
      and
      Section 11 of the Employment Agreement continued to apply.

     

    (Remainder
      of page intentionally left blank)

     


    
      
        
        

      

      
        
           

           

        

        
          

        

      

      
        
        

              

                            Execution
            Copy              

           
    

      

    


    IN
      WITNESS WHEREOF, this Separation and Settlement Agreement and Mutual Release
      has
      been duly executed as of the Termination Date.

     

    
       

    

     

    
      	
               

              /s/
                Richard M. Rieser

              Richard
                M. Rieser

            	
               

               

              Date:10/23/07

            
	
               

               

              MB
                Financial, Inc.

               

              /s/
                Mitchell Feiger

                

              

              By:     Mitchell
                Feiger

              Title:  President
                and Chief Executive Officer

            	
               

               

               

               

               

               

               

              Date:10/23/07

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Exhibit A

     

    LETTER
      OF RESIGNATION

     

    October
      23, 2007

     

    Board
      of
      Directors

    MB
      Financial, Inc.

    800
      West
      Madison Street

    Chicago,
      IL  60607

    


     

    Dear
      Sirs:

     

    Subject
      to the effectiveness, terms and conditions of the Separation and Settlement
      Agreement and Mutual Release, dated October 23, 2007, I hereby resign as Vice
      Chairman, Executive Vice President and Chief Marketing and Legal Strategist
      of
      MB Financial, Inc. (the “Company”) and each other officer, director and other
      position with the Company and all of its related entities, effective
      immediately.

     

                                        Very
      truly
      yours,

     

                                                                        /s/
      Richard M. Rieser

                                        Richard
      M.
      Rieser

     

    


     

    


     

    Resignation
      acknowledged and accepted:

     

    MB
      Financial, Inc.

     

     

    By:
      /s/
      Mitchell Feiger
      
        

      
        Mitchell
      Feiger

     

    Its:  President
      and Chief
      Executive Officer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit B-1

     

    GENERAL
      RELEASE AND WAIVER

     

    1.  This
      document is attached to, is incorporated into, and forms a part of, a Separation
      and Settlement Agreement and Mutual Release dated October 23, 2007 (the
“Agreement”) by and between MB Financial, Inc. (the
“Company”) and Richard M. Rieser (the
“Executive”).  Except for (i) a Claim based upon a breach
      of the Agreement, (ii) a Claim which is expressly preserved by the
      Agreement, (iii) a Claim duly filed pursuant to the group welfare and retirement
      plans of the Company, and (iv) a Claim with respect to Executive’s standing as a
      shareholder of the Company, the Executive, on behalf of himself and the other
      Executive Releasors, releases and forever discharges the Company and the other
      Company Releasees from any and all Claims which the Executive now has or claims,
      or might hereafter have or claim, whether known or unknown, suspected or
      unsuspected (or the other Executive Releasors may have, to the extent that
      it is
      derived from a Claim which the Executive may have), against the Company
      Releasees based upon or arising out of any matter or thing whatsoever, from
      the
      beginning of time to the date affixed beneath Executive’s signature on this
      General Release and Waiver and shall include Claims (other than those
      specifically excepted above) arising out of or related to the Executive’s
      employment with the Company, or its predecessors, or the Employment Agreement
      dated August 25, 2006, including Claims arising under (or alleged to have arisen
      under) (a) the Age Discrimination in Employment Act of 1967, as
      amended; (b) Title VII of the Civil Rights Act of 1964, as amended;
      (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988
      of Title 42 of the United States Code, as amended; (e) the Executive
      Retirement Income Security Act of 1974, as amended; (f) The Immigration
      Reform Control Act, as amended; (g) The Americans with Disabilities Act of
      1990, as amended; (h) The National Labor Relations Act, as amended;
      (i) The Fair Labor Standards Act, as amended; (j) The Occupational
      Safety and Health Act, as amended; (k) The Family and Medical Leave Act of
      1993; (l) any state antidiscrimination law; (m) any state wage and
      hour law; (n) any other local, state or federal law, regulation or
      ordinance; (o) any public policy, contract, tort, or common law; or
      (p) any allegation for costs, fees, or other expenses including attorneys’
fees incurred in these matters referred to in (a) through (o)
      above.

     

    2.  For
      purposes of this General Release and Waiver, the terms set forth below shall
      have the following meanings:

     

    (a)  The
      term
“Agreement” shall include the Agreement and the
      Exhibits thereto.

     

    (b)  The
      term
“Claims” shall include any and all rights, claims, demands, debts, dues,
      sums of money, accounts, attorneys’ fees, experts’ fees, complaints, judgments,
      executions, actions and causes of action of any nature whatsoever, cognizable
      at
      law or equity.

     

    (c)  The
      term
“Company Releasees” shall include the Company and its affiliates and
      their respective officers, directors, trustees, members, employees, attorneys,
      agents, representatives, shareholders, partners, assigns, predecessors,
      successors and administrators under any employee benefit plan of the Company
      and
      of any affiliate, and insurers, and their predecessors and
      successors.

     

    (d)  The
      term
“Executive Releasors” shall include the Executive, and his heirs,
      executors, representatives, agents, insurers, administrators, successors,
      assigns, and any other person claiming through the Executive.

     

    3.  The
      following provisions are applicable to and made a part of the Agreement and
      this
      General Release and Waiver:

     

    (a)  In
      exchange for this General Release and Waiver, the Executive hereby acknowledges
      that he has received separate consideration beyond that to which he is otherwise
      entitled under the Company’s policies, under contract, or under applicable
      law.

     

    (b)  The
      Executive has consulted with an attorney of his choosing prior to executing
      the
      Agreement and this General Release and Waiver.

     

    (c)  The
      Executive has up to twenty-one (21) days from the date of presentment to
      consider whether or not to execute the Agreement and this General Release and
      Waiver which right the Executive has chosen to waive with the advice of
      counsel.  In the event of such execution, the Executive has a further
      period of seven (7) days from the date of said execution in which to revoke
      said execution.  The Agreement and this General Release and Waiver
      will not become effective until expiration of such revocation
      period.

     

    4.  The
      Agreement (including this General Release and Waiver and all other
      Exhibits to the Agreement), and the commitments and obligations of all
      parties thereunder:

     

    (a)  shall
      become final and binding immediately following the expiration of the Executive’s
      right to revoke the execution of the Agreement in accordance with Section
      3(c) of this Exhibit B-1;

     

    (b)  shall
      not
      become final and binding until the expiration of such right to revoke;
provided, however, that nothing contained herein shall confer any
      right upon the Company to revoke the Agreement; and

     

    (c)  shall
      not
      become final and binding if the Executive revokes such execution in accordance
      with Section 3(c) of this Exhibit B-1.

     

    *
      * * * *
      * *

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Executive hereby acknowledges that he has carefully read and understands the
      terms of the Agreement and this General Release and Waiver and each of his
      rights as set forth therein.

     

    
      	 	
              /s/ Richard M. Rieser

                

              

              Richard
                M. Rieser

               

              Date:

              10/23/07

              
                

              

                                                                              

            
	
              State
                of _________Illinois__________

              County
                of ____Cook_____________

              Subscribed
                Before Me This

              __23rd___
                Day of __October_______, 2007

               

              /s/ 
                Doria L. Koros

                

              

              Notary
                Public

            	 


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit B-2

     

    GENERAL
      RELEASE AND WAIVER

     

    1.  This
      document is attached to, is incorporated into, and forms a part of, a Separation
      and Settlement Agreement and Mutual Release dated October 23, 2007 (the
“Agreement”) by and between MB Financial, Inc. (the
“Company”) and Richard M. Rieser (the
“Executive”).  Except for (i) a Claim based upon a breach of
      the Agreement or (ii) a Claim which is expressly preserved in the Agreement,
      the
      Company, on behalf of itself and the other Company Releasors, releases and
      forever discharges the Executive and the other Executive Releasees from any
      and
      all Claims related to the Executive’s employment with the Company, or its
      predecessors, or the Employment Agreement dated August 25, 2006, which the
      Company now has or claims, or might hereafter have or claim, whether known
      or
      unknown, suspected or unsuspected (or the other Company Releasors may have,
      to
      the extent that it is derived from a Claim which the Company may have), against
      the Executive Releasees based upon or arising out of any matter or thing
      whatsoever, from the beginning of time to the date affixed beneath the Company’s
      signature on this General Release and Waiver and shall include, without
      limitation, Claims under any other local, state or federal law, regulation
      or
      ordinance; any public policy, contract, tort, or common law; or any allegation
      for costs, fees, or other expenses including attorneys’ fees incurred in these
      matters.

     

    2.  For
      purposes of this General Release and Waiver, the terms set forth below shall
      have the following meanings:

     

    (a)  The
      term
“Agreement” shall include the Agreement and the
      Exhibits thereto.

     

    (b)  The
      term
“Claims” shall include any and all rights, claims, demands, debts, dues,
      sums of money, accounts, attorneys’ fees, experts’ fees, complaints, judgments,
      executions, actions and causes of action of any nature whatsoever, cognizable
      at
      law or equity.

     

    (c)  The
      term
“Executive Releasees” shall include the Executive and his heirs,
      executors, representatives, agents, administrators, successors, assigns, and
      any
      other person claiming through the Executive.

     

    (d)  The
      term
“Company Releasors” shall include the Company and its affiliates and
      their successors and assigns.

     

    3.  The
      following provision are applicable to and made a part of the Agreement and
      this
      General Release and Waiver: In exchange for this General Release and Waiver,
      the
      Company hereby acknowledges that it has received separate consideration beyond
      that to which it is otherwise entitled under the Company’s policies, under
      contract, or under applicable law.

     

    4.  The
      Agreement (including this General Release and Waiver and all other
      Exhibits to the Agreement), and the commitments and obligations of all
      parties thereunder:

     

    (a)  shall
      become final and binding immediately following the expiration of the Executive’s
      right to revoke the execution of the Agreement in accordance with Section
      3(c) of Exhibit B-1;

     

    (b)  shall
      not
      become final and binding until the expiration of such right to revoke;
provided, however, that nothing contained herein shall confer any
      right upon the Company to revoke the Agreement; and

     

    (c)  shall
      not
      become final and binding if the Executive revokes such execution in accordance
      with Section 3(c) of Exhibit B-1.

     

    *
      * * * *
      * *

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Company hereby acknowledges that it has carefully read and understands the
      terms
      of the Agreement and this General Release and Waiver and each of its rights
      as
      set forth therein.

     

    
      	 	
              MB
                Financial, Inc.

               

              By:
                Mitchell Feiger
                

              

               Mitchell
                Feiger

              Its:
                President and Chief Executive Officer

               

              Date:     10/23/07

              
                
                                                           

            
	
              State
                of ____Illinois_______________

              County
                of ___Cook______________

              Subscribed
                Before Me This

              ____23rd_
                Day of __October_______, 2007

               

              /s/
                Doria L. Koros

              
                

              

              Notary
                Public