Stock deferred comp plan







Exhibit 10.8























































MB
FINANCIAL, INC.

MB
FINANCIAL BANK, N.A.

UNION
BANK, N.A.

STOCK
DEFERRED COMPENSATION PLAN

















































Originally
Effective May 29, 2001

Amended
and Restated Effective January 1, 2005








1










Exhibit
10.8













MB
FINANCIAL, INC.

MB
FINANCIAL BANK, N.A.

UNION
BANK, N.A.

STOCK
DEFERRED COMPENSATION PLAN

 

Purpose




The
purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated employees, and to directors, who contribute
materially to the continued growth, development and future business success of
MB Financial, Inc., MB Financial Bank, N.A., Union Bank, N.A., and other
subsidiaries, if any, that sponsor this Plan. The benefits provided hereunder
shall be distributed in the form of Company Stock. This Plan shall be unfunded
for tax purposes and for purposes of Title I of ERISA.




The Plan
shall constitute an amendment and restatement of the MB Financial, Inc., Stock
Deferred Compensation Plan that was effective as of May 29, 2001 and previously
restated effective May 1, 2002. The Plan is again being restated to comply with
the applicable requirements of Section 409A of the Code. The effective date of
this amendment and restatement is January 1, 2005. However, the rights of any
person who terminated employment or who retired on or before the Effective Date
--of this Plan as amended and restated shall be deter-mined solely under the
terms of the Plan in which that person was a participant on the date of his
termination of the Participant’s employment or retirement, unless such per-son
again becomes a Participant hereunder after the Effective Date of the amended
and restated Plan, or unless otherwise required by Section 409A of the Code.


 

ARTICLE
I

Definitions




For
purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated
meanings:




"Account
Balance" shall
mean, with respect to a Participant, a credit on the records of the Employer
equal to his or her Deferral Account. A Participant's Account Balance shall at
all times be a bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company, the Employer or the Trust; the
Participant shall at all times remain an unsecured creditor of the Company and
the Employer. 




"Affiliates” shall
mean any and all entities that are considered affiliated with any of the
Employers within the meaning of Sections 414(b) and (c) of the Code.









2










Exhibit
10.8




"Annual
Bonus" shall
mean any compensation, in addition to Base Annual Salary relating to services
performed during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year, payable to a
Participant as an Employee under any Employer's annual bonus and cash incentive
plans, excluding stock options.




"Annual
Deferral Amount" shall
mean that portion of a Participant's Base Annual Salary, Annual Bonus and
Director’s Compensation that a Participant elects to have, and is deferred, in
accordance with Article 3.1, for any one Plan Year. In the event of a
Participant's Disability or Termination of Service prior to the end of a Plan
Year, such year's Annual Deferral Amount shall be the actual amount withheld
prior to such event.




"Base
Annual Salary" shall
mean the annual cash compensation relating to services performed by an Employee
during any calendar year, whether or not paid in such calendar year or included
on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses,
commissions, overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, and other fees, automobile and other
allowances paid to a Participant for employment services rendered (whether or
not such allowances are included in the Employee's gross income). Base Annual
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or
non-qualified plans of any Employer and shall be calculated to include amounts
not otherwise included in the Participant's gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer;
provided, however, that all such amounts will be included in compensation only
to the extent that, had there been no such plan, the amount would have been
payable in cash to the Employee.




"Beneficiary" shall
mean one or more persons, estates or other entities, designated in accordance
with Article 9, that are entitled to receive benefits under this Plan upon the
death of a Participant.




"Beneficiary
Designation Form" shall
mean the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or more
Beneficiaries.




"Board" shall
mean the board of directors of the Company.




"Change
in Control" shall
mean the first to occur of any of the following events:





	 	
      (a)
	
      Any
      "person" (as that term is used in Section 13 and 14(d)(2) of the
      Securities Exchange Act of 1934 (the "Exchange Act")) becomes the
      beneficial owner (as that term is used in Section 13(d) of the Exchange
      Act), directly or indirectly, of 50% or more of the Company's capital
      stock entitled to vote in the election of
directors;
















3










Exhibit
10.8










	 	
      (b)
	
      During
      any period of not more than two consecutive years, not including any
      period prior to the adoption of this Plan, individuals who at the
      beginning of such period constitute the board of directors of the Company,
      and any new director (other than a director designated by a person who has
      entered into an agreement with the Company to effect a transaction
      described in clause (a), (c), (d) or (e) herein) whose election by the
      board of directors or nomination for election by the Company's
      stockholders was approved by a vote of at least three-fourths (3/4ths) of
      the directors then in office who either were directors at the beginning of
      the period or whose election or nomination for election was previously so
      approved, cease for any reason to constitute at least a majority
      thereof;








	 	
      (c)
	
      The
      shareholders of the Company approve any consolidation or merger of the
      Company, other than a consolidation or merger of the Company in which the
      holders of the common stock of the Company immediately prior to the
      consolidation or merger hold more than 50% of the common stock of the
      surviving corporation immediately after the consolidation or
      merger;








	 	
      (d)
	
      The
      Shareholders of the Company approve any plan or proposal for the
      liquidation or dissolution of the Company; or









	 	
      (e)
	
      The
      Shareholders of the Company approve the sale or transfer of all or
      substantially all of the assets of the Company to parties that are not
      within a "controlled group of corporation"( as defined in Code Section
      1563) in which the Company is a member.







The
definition of Change in Control shall be deemed automatically modified to comply
with the most expansive definition provided for in Section 409A. 




"Claimant" shall
have the meaning set forth in Section 14.1.




"Code" shall
mean the Internal Revenue Code 1986, as it may be amended from time to
time.




"Committee" shall
mean the committee described in Article 12.




"Company" shall
mean MB Financial, Inc., a Maryland corporation, and any successor to all or
substantially all of the Company's assets or business.




"Company
Stock" shall
mean the common stock of the Company.

 

"Deduction Limitation" shall
mean the following described limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan. Except as otherwise
provided, this limitation shall be applied to all distributions that are
"subject to the Deduction Limitation" under this Plan. If an Employer determines
in good faith prior 










4










Exhibit
10.8



to a
Change in Control that there is a reasonable likelihood that any compensation
paid to a Participant for a taxable year of the Employer would not be deductible
by the Employer solely by reason of the limitation under Code Section 162(m),
then to the extent deemed necessary by the Employer to ensure that the entire
amount of any distribution to the Participant pursuant to this Plan prior the
Change in Control is deductible, the Employer may defer all or any portion of a
distribution under this Plan. Any amounts deferred pursuant to this limitation
shall continue to be credited/debited with additional amounts in accordance with
Section 3.8 below. The amounts so deferred and amounts credited thereon shall be
distributed to the Participant or his or her Beneficiary (in the event of the
Participant's death) at the earliest possible date, as determined by the
Employer in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m), or if earlier, the
effective date of a Change in Control. Notwithstanding anything to the contrary
in this Plan the Deduction Limitation shall not apply to any distributions made
after a Change in Control. The Deduction Limitation shall not apply if and to
the extent prohibited or limited by Section 409A. 



 


"Deferral
Account" shall
mean (i) a sum of all of a Participant's Annual Deferral Amounts, (ii) the sum
of Excess Matching Contributions contributed on behalf of the Participant, (iii)
the sum of Excess Company Contributions contributed on behalf of the
Participant, (iv) amounts credited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant's Deferral
Account, less (v) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to his or her Deferral
Account.




“Director” shall
mean a member of the board of directors of the Company. 




“Director’s
Compensation” shall
mean fees and other compensation payable for services as a Director.





"Disabled" shall
mean where the Participant either is (a) unable to engage in any substantial
activity by reason of any physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (b) by reason of any medically determinable physical or
mental impairment which can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering employees of the
Employer or an Affiliate. The determination of whether a Participant is Disabled
shall be determined by the Committee in its sole discretion.




"Disability
Benefit" shall
mean the benefit set forth in Article 6.




“Effective
Date” shall
mean May 29, 2001. The effective date of this amended and restated version of
the Plan shall be January 1, 2005. 










5










Exhibit
10.8



"Election
Form" shall
mean the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to make an election under the
Plan.




"Employee" shall
mean a person who is classified as an employee of any Employer.




"Employer(s)" shall
mean MB Financial, Inc., MB Financial Bank, N.A., Union Bank, N.A., and other
subsidiaries, if any, that have been selected by the Board to participate in the
Plan and have adopted the Plan as a sponsor.




“Employer
Contribution” shall
mean a nonelective contribution (within the meaning of Treasury Regulation
Section 1.401(k)-1(g)(10)) that is allocable on behalf of a Participant under a
Qualified Plan.




"ERISA" shall
mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.




“Excess
Employer Contributions” shall
equal to the difference between (a) and (b) where: 





	 	
      (a)
	
      is
      the amount of Employer Contribution that would have been allocated for the
      Plan Year on behalf of the Participant under a Qualified Plan, except for
      the limitation imposed on such Employer Contributions for the Plan Year by
      reason of Code Sections 401(a)(17) and 415; and









	 	
      (b)
	
      is
      the amount of Employer Contributions actually allocated on behalf of the
      Participant for the Plan Year. 







“Excess
Matching Contributions” shall
equal to the difference between (a) and (b) where: 





	 	
      (a)
	
      is
      the amount of Matching Contribution that would have been allocated for the
      Plan Year on behalf of the Participant, except for the limitation imposed
      on such Matching Contributions for the Plan Year by Code Sections
      401(a)(17) and 415 (that is, the lesser of 50 percent of the Participant’s
      401(k) deferrals under the Qualified Plans, or 2 percent of the
      Participant’s total compensation for the year); and









	 	
      (b)
	
      is
      the amount of Matching Contributions actually allocated on behalf of the
      Participant for the Plan Year. 







“Key
Employee” shall
mean a key employee described in Section 416(i) of the Code, without regard to
paragraph (5) thereof.




“Matching
Contribution” shall
mean a matching contribution (within the meaning of Code Section 401(m)(4)(A))
that is allocable on behalf of a Participant under a Qualified
Plan.










6










Exhibit
10.8



"Monthly
Installment Method" shall be
a monthly installment payment over the number of months selected by the
Participant in accordance with this Plan, calculated by dividing the number of
shares in the Participant’s Account Balance (or that portion of the
Participant’s Account Balance payable under the Monthly Installment Method, if
less) by the number of months selected by the Participant in the election, with
any fractional shares being paid in the final installment. By way of example, if
the Participant elects to have 24000 shares of Company Stock paid using the
120-month Monthly Installment Method, then each monthly payment would be
comprised of 200 shares of Company Stock. Each monthly installment shall be paid
on or as soon as practicable after the last business day of the applicable
month.




"Participant" shall
mean any Employee or Director (i) who is selected to participate in the Plan,
(ii) who elects to participate in the Plan, (iii) who timely signs a Plan
Agreement and an Election Form, (iv) whose signed Plan Agreement, Election Form
and Beneficiary Designation Form are accepted by the Committee, (v) who
commences participation in the Plan, and (vi) whose Plan Agreement has not
terminated. A spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an Account Balance under the Plan, even if he or
she has an interest in the Participant's benefits under the Plan as a result of
applicable law or property settlements resulting from legal separation or
divorce.




"Plan" shall
mean this Stock Deferred Compensation Plan, which shall be evidenced by this
instrument and by each Plan Agreement, as they may be amended from time to
time.




"Plan
Agreement" shall
mean a written agreement, as may be amended from time to time, which is entered
into by and between an Employer and a Participant. Each Plan Agreement executed
by a Participant and the Participant's Employer shall provide for the entire
benefit to which such Participant is entitled under the Plan; should there be
more than one Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements in their
entirety and shall govern such entitlement. The terms of any Plan Agreement may
be different for any Participant, and any Plan Agreement may provide additional
benefits not set forth in the Plan or limit the benefits otherwise provided
under the Plan; provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Employer and the Participant.





"Plan
Year" shall
mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.




“Qualified
Plan” means a
plan that meets the qualification requirements of Code Section 401(a) that is
maintained by an Employer. 




“Section
409A” shall
mean Section 409A of the Code and any regulations or other guidance of general
applicability issued thereunder. 




"Short-Term
Payout" shall
mean the payout set forth in Section 4.1.










7










Exhibit
10.8



"Termination
Benefit" shall
mean the benefit set forth in Article 5.




"Termination
of Service " shall
mean the severing of service with all Employers and Affiliates voluntarily or
involuntarily, for any reason other than authorized leave of
absence.




"Trust" shall
mean one or more trusts established pursuant to that certain Master Trust
Agreement, between the Company and the trustee named therein, as amended from
time to time.




"Unforeseeable
Financial Emergency" shall
mean a severe financial hardship to the Participant resulting from (i) an
illness or accident of the Participant, the Participant’s spouse or a dependent
of the Participant (within the meaning of Section 152(a) of the Code), (ii) a
loss of the Participant's property due to casualty, or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, all as determined in the sole discretion
of the Committee.




ARTICLE
2

Selection,
Enrollment, Eligibility





	
      2.1
	
      Selection
      by Committee.
      Participation in the Plan shall be limited to a select group of management
      and highly compensated Employees of the Employers, and Directors of the
      Company, as determined by the Committee in its sole discretion from time
      to time. From that group, the Committee shall select, in its sole
      discretion, Employees and Directors to participate in the Plan.
      








	
      2.2
	
      Enrollment
      Requirements.
      As a condition to participation, each selected Employee or Director shall
      complete, execute and return to the Committee a Plan Agreement, an
      Election Form and a Beneficiary Designation Form, all within 30 days after
      he or she is selected to participate in the Plan. In addition, the
      Committee shall establish from time to time such other enrollment
      requirements as it determines in its sole discretion are necessary or
      appropriate.








	
      2.3
	
      Eligibility;
      Commencement of Participation.
      Provided an Employee or Director selected to participate in the Plan has
      met all enrollment requirements set forth in this Plan and required by the
      Committee, including returning all required documents to the Committee
      within the specified time period, that Employee or Director shall commence
      participation in the Plan on the first day of the month following the
      month in which the Employee completes all enrollment requirements. If an
      Employee or Director fails to meet all such requirements within the period
      required, in accordance with Section 2.2, that Employee or Director shall
      not be eligible to participate in the Plan until the first day of the Plan
      Year following the delivery to and acceptance by the Committee of the
      required documents. 













8










Exhibit
10.8




	
      2.4
	
      Termination
      of Participation and/or Deferrals.
      If the Committee determines in good faith than a Participant no longer
      qualifies as a member of a select group of management or highly
      compensated employees, as membership in such group is determined in
      accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or is
      no longer a Director, the Committee shall have the right, in its sole
      discretion, to (i) to the extent permitted by Section 409A terminate any
      deferral election the Participant has made for the remainder of the Plan
      Year in which the Participant's membership status changes, (ii) prevent
      the Participant from making future deferral elections, (iii) cease making
      Excess Matching Contributions or Excess Employer Contributions on his
      behalf (other than those previously declared), and/or (iv) to the extent
      permitted by Section 409A distribute the Participant's then Account
      Balance as a Termination Benefit and terminate the Participant's
      participation in the Plan. 







ARTICLE
3

Deferral
Commitments/Matching Contributions/Crediting/Taxes




3.1 Compensation
Deferrals.




For each
Plan Year, a Participant may elect to defer, as his or her Annual Deferral
Amount, Base Annual Salary, Annual Bonus, and/or Director’s Compensation, as the
case may be, such amount as is set forth in the Participant’s Plan Agreement
with respect to the Plan Year. The election shall be irrevocable with respect to
compensation covered by the election until the end of the Plan Year. If no
election is made, the amount deferred shall be zero. Notwithstanding the
foregoing, if a Participant first becomes a Participant after the first day of a
Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of
compensation not yet earned by the Participant as of the date the Participant
submits a Plan Agreement and Election Form to the Committee for acceptance.





3.2 Discretionary
Matching Contributions.




With
respect to each Plan Year, each Employer, in its sole distribution, may agree to
contribute on behalf of a Participant who is an Employee of that Employer an
amount equal to the Participant’s Excess Matching Contribution with respect to
the Plan Year. The Excess Matching Contribution shall accrue to each eligible
Participant’s Deferral Account as of the last day of the Plan Year to which the
Excess Matching Contribution relates, although the Excess Matching Contribution
may be contributed to the Plan subsequent to that date. No earnings shall be
credited until after the Excess Matching Contribution is actually contributed to
the Plan.





	
      3.3
	
      Discretionary
      Employer Contributions.







With
respect to each Plan Year, each Employer, in its sole distribution, may agree to
contribute on behalf of a Participant who is an Employee of that Employer an
amount equal to the Participant’s Excess Employer Contribution with respect to
the Plan Year. The Excess Employer Contribution shall accrue to each eligible
Participant’s Deferral

 







9












Exhibit
10.8



 Account
with respect to the Plan Year to which the Excess Employer Contribution relates,
although the Excess Employer Contribution may be contributed to the Plan after
the close of that Plan Year. No earnings shall be credited until after the date
the Excess Employer Contribution is actually contributed to the
Plan.

 


	
      3.4
	
      Election
      to Defer; Effect of Election Form.








	 	
      (a)
	
      First
      Plan Year.
      In connection with a Participant's commencement of participation in the
      Plan, the Participant shall make an irrevocable election regarding his
      Annual Deferral Amount for the Plan Year in which the Participant
      commences participation in the Plan, along with such other elections as
      the Committee deems necessary or desirable under the Plan. For these
      elections to be valid, the Election Form must be completed and signed by
      the Participant, timely delivered to the Committee (in accordance with
      Section 2.2 above) and accepted by the
Committee.








	 	
      (b)
	
      Subsequent
      Plan Years.
      For each succeeding Plan Year, the Participant shall make an irrevocable
      election regarding his Annual Deferral Amount for that Plan Year, and such
      other elections as the Committee deems necessary or desirable under the
      Plan. Such election shall be made before the end of the Plan Year
      preceding the Plan Year for which the election is made, or at such other
      time as may be required or permitted by Section 409A, by means of a new
      Election Form. If no such Election Form is timely delivered for a Plan
      Year, the Annual Deferral Amount shall be zero for that Plan Year. In the
      case of a deferral of a Participant’s Annual Bonus, the election form
      shall be delivered to the Committee prior to the date such Annual Bonus is
      announced by the Employer. 








	 	
      (c)
	
      Special
      Election for Performance Based Compensation.
      In the event a Participant may elect to defer all or a portion of
      performance-based compensation (within the meaning of Section 409A) based
      on services performed over a period of at least 12 months, such election
      shall be irrevocable and shall be made no later than 6 months before the
      end of the performance-based compensation service
  period.








	 	
      (d)
	
      Special
      Election Rule for 2005. A
      Participant may elect to have all or a portion of his or her Account
      Balance paid under the Monthly Installment Method, commencing at the time
      set forth in Article 5 or Article 6, as applicable. This election is
      subject to the following conditions: (1) the election must be made on or
      before December 31, 2005; (2) the election shall apply only to that
      portion of the Participant’s Account Balance deferred prior to the date of
      the election (or, if less, the amount designated by the Participant in the
      election); (3) the election shall specify the number of months over which
      the amount subject to the election will be paid (not to exceed 180
      months); (4) the election may provide that upon the death of the
      Participant prior to the payment of all amounts subject to the election,
      the unpaid portion of such amount will be paid to the Participant’s
      Beneficiary(ies) in a lump sum; and (5) the election may be modified (to
      the 




 

 







10










Exhibit
10.8




minimum
extent necessary) to comply with the requirements of Section 409A and any
guidance of general applicability issued thereunder.


 



	
      3.5
	
      Withholding
      of Annual Deferral Amounts.
      For each Plan Year, the Base Annual Salary portion of the Annual Deferral
      Amount shall be withheld from each regularly scheduled Base Annual Salary
      payroll in equal amounts, as adjusted from time to time for increases and
      decreases in Base Annual Salary. The Annual Bonus portion of the Annual
      Deferral Amount shall be withheld at the time the Annual Bonus is paid to
      the Participant, whether or not this occurs during the Plan Year itself.
      The Director’s Compensation portion of the Annual Deferral Amount shall be
      withheld at the time the Director’s Compensation is paid to the
      Participant, whether or not this occurs during the Plan Year.
    








	
      3.6
	
      Investment
      of Trust Assets.
      The assets of the Trust shall be invested solely in Company Stock, except
      for such amounts of cash as the Trustee determines necessary to ensure the
      proper operation of the Trust. Dividends on Company Stock held by the
      Trust shall be reinvested in Company Stock.









	
      3.7
	
      Vesting. A
      Participant shall at all times be 100% vested in his or her Account
      Balance.








	
      3.8
	
      Crediting/Debiting
      of Account Balances.
      In accordance with, and subject to, the rules and procedures that are
      established from time to time by the Committee, in its sole discretion, a
      Participant's Account Balance shall be credited or debited on a daily
      basis based on the performance of the assets in the Trust, as determined
      by the Committee in its sole discretion, as though (i) a Participant's
      Account Balance were invested in Common Stock: (ii) the portion of the
      Annual Deferral Amount that was actually deferred during any calendar
      quarter was invested in Common Stock; (iii) the Participant’s Excess
      Matching Contribution was actually contributed as of the last day of the
      Plan Year and invested in Common Stock at the closing price on such date,
      (iv) the Participant’s Excess Employer Contribution was actually
      contributed as of the last day of the Plan Year and invested in Common
      Stock at the closing price on such date, and (v) any distribution made to
      a Participant that decreases such Participant's Account Balance shall
      cease being invested in Common Stock at the closing price on such
      date.








	
      3.9
	
      FICA
      and Other Taxes.
      For each Plan Year in which an Annual Deferral Amount is being withheld
      from a Participant, the Participant's Employer(s) shall withhold from that
      portion of the Participant's Base Annual Salary, Annual Bonus and
      Director’s Compensation that is not being deferred in a manner determined
      by the Employer(s), the Participant's share of FICA and other employment
      taxes on such Annual Deferral Amount. The Committee may reduce the Annual
      Deferral Amount in order to comply with this Section 3.9 if it determines
      that such action is necessary or
appropriate.








	
      3.10
	
      Distributions.
      The Participant's Employer(s), or the trustee of the Trust, shall withhold
      from any payments made to a Participant under this Plan all federal, state
      and local income, employment and other taxes required to be withheld by
      the Employer(s), or the trustee of the Trust, in connection with such
      payments, in amounts and in a manner to be determined in the sole
      discretion of the Employer(s) and the trustee of the
  Trust.




 







11










Exhibit
10.8



ARTICLE
4

Short-Term
Payout; Unforeseeable Financial Emergencies





	
      4.1
	
      Short-Term
      Payout.
      In connection with each election to defer an Annual Deferral Amount, a
      Participant may irrevocably elect to receive a future "Short-Term Payout"
      from the Plan. The Short-Term Payout shall be a lump sum payment equal to
      the Annual Deferral Amount that the Participant elected to defer under
      this Section 4.1 for the year, plus amounts credited and debited thereon,
      determined at the time that the Short-Term Payout becomes payable pursuant
      to the Participant’s election (rather than the date of a Termination of
      Service). Subject to the Deduction Limitation and the other terms and
      conditions of this Plan, each Short-Term Payout elected shall be paid out
      during a period beginning 1 day and ending 60 days after the last day of
      any Plan Year designated by the Participant that is at least five Plan
      Years after the Plan Year in which the Annual Deferral Amount is actually
      deferred. By way of example, if a five year Short-Term Payout is elected
      for Annual Deferral Amounts that are deferred in the Plan Year commencing
      January 1, 2007, the five year Short-Term Payout would become payable
      during a 60 day period commencing January 1, 2013.









	
      4.2
	
      Other
      Benefits Take Precedence Over Short-Term.
      Except as may be required to comply with Section 409A, should an event
      occur that triggers a distribution under Article 5 or 6, any Annual
      Deferral Amount, plus amounts credited or debited thereon, that is subject
      to a Short-Term Payout election under Section 4.1 shall not be paid in
      accordance with Section 4.1 but shall be paid in accordance with the other
      applicable Article.








	
      4.3
	
      Withdrawal
      Payout for Unforeseeable Financial Emergencies.
      If the Participant experiences an Unforeseeable Financial Emergency, the
      Participant may petition the Committee to receive a partial or full payout
      from the Plan. The payout shall not exceed the lesser of the Participant's
      Account Balance, calculated as if such Participant were receiving a
      Termination Benefit, or the amount reasonably needed to satisfy the
      Unforeseeable Financial Emergency as determined under Section 409A, taking
      into account taxes reasonably anticipated as a result of the distribution,
      after taking into account the extent to which such hardship is or may be
      relieved through reimbursement by insurance or otherwise or by liquidation
      of the Participant’s assets (to the extent the liquidation of such assets
      would not itself cause severe financial hardship). If, subject to the sole
      discretion of the Committee, the petition for a suspension and/or payout
      is approved, suspension shall take effect upon the date of approval and
      any payout shall be made within 60 days of the date of approval. Following
      approval of a payout under this Section 4.3, a Participant shall not be
      permitted to resume participation in the Plan for the later of 6 months
      following such withdrawal or the first day of the following Plan Year. The
      payment of any amount under this Section 4.3 shall be subject to the
      Deduction Limitation.













12










Exhibit
10.8




	
      4.4
	
      Manner
      of Payment.
      All distributions made pursuant to this Article 4 shall be made in the
      form of Company Stock except for fractional shares, which shall be
      distributed in cash. 




 

ARTICLE
5

Termination
Benefit





	
      5.1
	
      Termination
      Benefit.
      The Participant shall receive a Termination Benefit, which shall be equal
      to the Participant’s Account Balance, if a Participant experiences a
      Termination of Service or upon a Change in Control, whichever shall occur
      first. 








	
      5.2
	
      Payment
      of Termination Benefit.
      The Participant shall receive distribution of his Account Balance in a
      cash lump sum no later than (a) 60 days after the date of the
      Participant’s Termination of Service, or (b) 10 days after the occurrence
      of a Change in Control. Notwithstanding the preceding sentence, if the
      Participant is a Key Employee and the Employer is public traded at the
      time of the Participant’s Termination of Service, then the Participant’s
      distribution shall occur during the 60-day period commencing 6 months from
      the date of the Participant’s Termination of Service, if such Termination
      of Service occurs for any reason other than the Participant’s death or
      becoming Disabled. Notwithstanding the foregoing, if the Participant has
      made an election pursuant to Section 3.4(d), then the terms of that
      election shall control to the extent applicable. Any payment made shall be
      subject to the Deduction Limitation.




 

ARTICLE
6

Disability
Benefit





	
      6.1
	
      Disability
      Benefit.
      If a Participant becomes Disabled, the Participant shall receive a
      Disability Benefit equal to the Participant’s Account
    Balance.








	
      6.2
	
      Payment
      of Disability Benefit.
      The Participant shall receive distribution of his Account Balance in a
      cash lump sum no later than 60 days after the date the Participant is
      determined to have become Disabled. Notwithstanding the foregoing, if the
      Participant has made an election pursuant to Section 3.4(d), then the
      terms of that election shall control to the extent applicable. Any payment
      made shall be subject to the Deduction
Limitation.




 

ARTICLE
7

Beneficiary
Designation





	
      7.1
	
      Beneficiary.
      Each Participant shall have the right, at any time, to designate his or
      her Beneficiary(ies) (both primary as well as contingent) to receive any
      benefits payable under the Plan to a beneficiary upon the death of a
      Participant. The Beneficiary designated under this Plan may be the same as
      or different from the Beneficiary designated under any other plan of an
      Employer in which the Participant
participates.













13










Exhibit
10.8




	
      7.2
	
      Beneficiary
      Designation: Change. A
      Participant shall designate his or her Beneficiary by completing and
      signing the Beneficiary Designation Form and returning it to the Committee
      or its designated agent. A Participant shall have the right to change a
      Beneficiary by completing, signing and otherwise complying with the terms
      of the Beneficiary Designation Form and the Committee's rules and
      procedures, as in effect from time to time. Upon the acceptance by the
      Committee of a new Beneficiary Designation Form, all Beneficiary
      designations previously filed shall be canceled. The Committee shall be
      entitled to rely on the last Beneficiary Designation Form filed by the
      Participant and accepted by the Committee prior to his or her
      death.








	
      7.3
	
      Acknowledgment.
      No designation or change in designation of a Beneficiary shall be
      effective until received and acknowledged in writing by the Committee or
      its designated agent.








	
      7.4
	
      No
      Beneficiary Designation.
      If a Participant fails to designate a Beneficiary as provided in Sections
      7.1, 7.2 and 7.3 above or, if all designated Beneficiaries predecease the
      Participant or die prior to complete distribution of the Participant's
      benefits, then the Participant's designated Beneficiary shall be deemed to
      be his or her surviving spouse. If the Participant has no surviving
      spouse, the benefits remaining under the Plan to be paid to a Beneficiary
      shall be payable to the executor or personal representative of the
      Participant's estate.








	
      7.5
	
      Doubt
      as to Beneficiary.
      If the Committee has any doubt as to the proper Beneficiary to receive
      payments pursuant to this Plan, the Committee shall have the right,
      exercisable in its discretion, to cause the Participant's Employer to
      withhold such payments until this matter is resolved to the Committee's
      satisfaction.








	
      7.6
	
      Discharge
      of Obligations.
      The payment of benefits under the Plan to a Beneficiary shall fully and
      completely discharge all Employers and the Committee from all further
      obligations under this Plan with respect to the Participant, and that
      Participant's Plan Agreement shall terminate upon such full payment of
      benefits.







ARTICLE
8

Leave
of Absence





	
      8.1
	
      Paid
      Leave of Absence.
      If a Participant is authorized by the Participant's Employer for any
      reason to take a paid leave of absence from the employment of the
      Employer, the Participant shall continue to be considered employed by the
      Employer and the Annual Deferral Amount shall continue to be withheld
      during such paid leave of absence in accordance with Section
      3.3.








	
      8.2
	
      Unpaid
      Leave of Absence.
      If a Participant is authorized by the Participants Employer for any reason
      to take an unpaid leave of absence from the employment of the Employer,
      the Participant shall continue to be considered employed by the Employer
      and the Participant shall be excused from making deferrals until the
      earlier of the date the leave of absence expires or the Participant
      returns to a paid employment status. Upon such expiration or
    













14











 

    


	
       
	
      
      return,
      deferrals shall resume for the remaining portion of the Plan Year in which
      the expiration or return occurs, based on the deferral election, if any,
      made for that Plan Year.   If no election was made for that
      Plan Year, no deferral shall be
withheld.




          

 

ARTICLE
9

Termination
or Amendment 






	
      9.1
	
      Termination.
      Although
      each Employer anticipates that it will continue the Plan for an indefinite
      period of time, there is no guarantee that any Employer will continue the
      Plan or will not terminate the Plan at any time in the future.
      Accordingly, each Employer reserves the right to discontinue its
      sponsorship of the Plan and/or to terminate the Plan at any time with
      respect to any or all of its participating Employees by action of its
      board of directors. Upon the termination of the Plan with respect to any
      Employer, the Plan Agreements of the affected Participants who are
      employed by that Employer shall terminate and their Account Balances,
      determined as if they had experienced a Termination of Service on the date
      of Plan termination. The Account Balance shall be paid to the Participants
      in a cash lump sum. The termination of the Plan shall not adversely affect
      any Participant or Beneficiary who has become entitled to the payment of
      any benefits under the Plan as of the date of termination. The ability of
      an Employer to terminate this Plan and distribute benefits in accordance
      with the Plan termination shall be subject to Section
  409A.








	
      9.2
	
      Amendment.
      Any
      Employer may, at any time, amend or modify the Plan in whole or in part
      with respect to that Employer by the action of its board of directors;
      provided, however, that no amendment or modification shall be effective to
      decrease or restrict the value of a Participant's Account Balance in
      existence at the time the amendment or modification is made, calculated as
      if the Participant had experienced a Termination of Service as of the
      effective date of the amendment or modification. The amendment or
      modification of the Plan shall not affect any Participant or Beneficiary
      who has become entitled to the payment of benefits under the Plan as of
      the date of the amendment or modification.








	
      9.3
	
      Plan
      Agreement.
      If a Participant's Plan Agreement contains benefits or limitations that
      are not in this Plan document (other than with respect to deemed
      investment options that are in a medium other than Company Stock, or
      distributions other than in the form of Company Stock), the Employer may
      only amend or terminate such provisions with the consent of the
      Participant and as may be consistent with Section
409A.








	
      9.4
	
      Effect
      of Payment.
      The full payment of the applicable benefit under Articles 4, 5, or 6 of
      the Plan shall completely discharge all obligations to a Participant and
      his or her designated Beneficiaries under this Plan and the Participant's
      Plan Agreement shall terminate.











15










Exhibit
10.8







ARTICLE
10

Administration





	
      10.1
	
      Committee
      Duties.
      This Plan shall be administered by a Committee which shall consist of the
      Board, or such committee as the Board shall appoint. Members of the
      Committee may be Participants under this Plan. The Committee shall also
      have the discretion and authority to (i) make, amend, interpret, and
      enforce all appropriate rules and regulations for the administration of
      this Plan and (ii) decide or resolve any and all questions including
      interpretations of this Plan, as may arise in connection with the Plan.
      Any individual on the Committee who is a Participant shall not vote or act
      on any matter relating solely to himself or herself. When making a
      determination or calculation, the Committee shall be entitled to rely on
      information furnished by a Participant or the
Company.








	
      10.2
	
      
	
      Agents.
      In the administration of this Plan, the Committee may, from time to time,
      employ agents and delegate to them such administrative duties as it sees
      fit (including acting through a duly appointed representative) and may
      from time to time consult with counsel who may be counsel to any
      Employer.








	
      10.3
	
      
	
      Binding
      Effect of Decisions.
      The decision or action of the Committee with respect to any question
      arising out of or in connection with the administration, interpretation
      and application of the Plan and the rules and regulations promulgated
      hereunder shall be final and conclusive and binding upon all persons
      having any interest in the Plan.








	
      10.4
	
      
	
      Indemnity
      of Committee.
      All Employers shall indemnify and hold harmless the members of the
      Committee, and any Employee to whom the duties of the Committee may be
      delegated, against any and all claims, losses, damages, expenses or
      liabilities arising from any action or failure to act with respect to this
      Plan, except in the case of misconduct by the Committee or any of its
      members or any such Employee.








	
      10.5
	
      
	
      Employer
      Information.
      To enable the Committee to perform its functions, each Employer shall
      supply full and timely information to the Committee on all matters
      relating to the compensation of its Participants, the date and
      circumstances of the Retirement Disability, death or Termination of
      Employment of its Participants, and such other pertinent information as
      the Committee may reasonably require.




 

ARTICLE
11

Other
Benefits and Agreements




The
benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant's Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.







16










Exhibit
10.8



 

ARTICLE
12

Claims
Procedures





	
      12.1
	
      Presentation
      of Claim.
      Any Participant or Beneficiary of a deceased Participant (such Participant
      or Beneficiary being referred to below as a "Claimant") may deliver to the
      Committee a written claim for a determination with respect to the amounts
      distributable to such Claimant from the Plan. If such a claim relates to
      the contents of a notice received by the Claimant, the claim must be made
      within 60 days after such notice was received by the Claimant. All other
      claims must be made within 180 days of the date on which the event that
      caused the claim to arise occurred. The claim must state with
      particularity the determination desired by the
Claimant.








	
      12.2
	
      Notification
      of Decision.
      The Committee shall consider a Claimants claim within a reasonable time,
      and shall notify the Claimant in writing:








	 	
      (a)
	
      that
      the Claimant's requested determination has been made, and that the claim
      has been allowed in full; or








	 	
      (b)
	
      that
      the Committee has reached a conclusion contrary, in whole or in part, to
      the Claimant's requested determination, and such notice must set forth in
      a manner calculated to be understood by the
Claimant:








	 	
      (i)
	
      the
      specific reason(s) for the denial of the claim, or any part of
      it;








	 	
      (ii)
	
      specific
      reference(s) to pertinent provisions of the Plan upon which such denial
      was based;








	 	
      (iii)
	
      a
      description of any additional material or information necessary for the
      Claimant to perfect the claim, and an explanation of why such material or
      information is necessary; and








	 	
      (iv)
	
      an
      explanation of the claim review procedure set forth in Section 12.3
      below.








	
      12.3
	
      Review
      of a Denied Claim.
      With 60 days after receiving a notice from the Committee that a claim has
      been denied, in whole or in part, a Claimant (or the Claimant's duly
      authorized representative) may file with the Committee a written request
      for a review of the denial of the claim. Thereafter, but not later than 30
      days after the review procedure began, the Claimant (or the Claimant's
      duly authorized representative):







(a) may
review pertinent documents;




(b) may
submit written comments or other documents; and/or

 

(c) may
request a hearing, which the Committee, in its sole discretion, may
grant.

 


          









17










Exhibit
10.8




	
      12.4
	
      Decision
      on Review.
      The Committee shall render its decision on review promptly, and not later
      dm 60 days after the filing of a written request for review of the denial,
      unless a hearing is held or other special circumstances require additional
      time, in which case the Committee's decision must be rendered within 120
      days after such date. Such decision must be written in a manner calculated
      to be understood by the Claimant, and it must
contain:







(a) specific
reasons for the decision;




(b) specific
reference(s) to the pertinent Plan provisions upon which the decision was based;
and




(c) such
other matters as the Committee deems relevant.





	
      12.5
	
      Legal
      Action. A
      Claimant's compliance with the foregoing provisions of this Article 12 is
      a mandatory prerequisite to a Claimant's right to commence any legal
      action with respect to any claim for benefits under this
    Plan.




 

ARTICLE
13

Trust





	
      13.1
	
      Establishment
      of the Trust.
      The Company shall establish the Trust and each Employer shall, at each pay
      period, transfer over to the Trust such cash as the Participant elected to
      defer under the Plan, or such other amount as it determines to be
      appropriate.








	
      13.2
	
      Interrelationship
      of the Plan and the Trust.
      The provisions of the Plan and the Plan Agreement shall govern the rights
      of a Participant to receive distributions pursuant to the Plan. The
      provisions of the Trust shall govern the rights of the Employers,
      Participants and the creditors of the Employers to the assets transferred
      to the Trust. Each Employer shall at all times remain liable to carry out
      its obligations under the Plan.








	
      13.3
	
      Distributions
      From the Trust.
      Each Employer's obligations under the Plan may be satisfied with Trust
      assets distributed pursuant to the terms of the Trust and any such
      distribution shall reduce the Employer's obligations under this
      Plan.




 

ARTICLE
14

Miscellaneous





	
      14.1
	
      Status
      of Plan.
      The Plan is intended to be a plan that is not qualified within the meaning
      of Code Section 401(a) and that "is unfunded and is maintained by an
      employer primarily for the purpose of providing deferred compensation for
      a select group of management or highly compensated employees" within the
      meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall
      be administered and interpreted to the extent possible in a manner
      consistent with that intent. The Plan shall also be administered and
      interpreted in a manner consistent with Section
409A.













18










Exhibit
10.8




	
      14.2
	
      Unsecured
      General Creditor. Participants
      and their Beneficiaries, heirs, successors and assigns shall have no legal
      or equitable rights, interests or claims in any property or assets of an
      Employer. For purposes of the payment of benefits under this Plan, any and
      all of an Employer's assets shall be, and remain the general, unpledged
      and unrestricted assets of the Employer. An Employer's obligation under
      the Plan shall be merely of an unfunded and unsecured promise to pay money
      in the future.








	
      14.3
	
      Employer's
      Liability.
      An Employer's liability for the payment of benefits shall be defined only
      by the Plan and the Plan Agreement as entered into between the Employer
      and a Participant. An Employer shall have no obligation to a Participant
      under the Plan except as expressly provided in the Plan and his or her
      Plan Agreement.








	
      14.4
	
      Nonassignability.
      Neither a Participant nor any other person shall have any right to
      commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
      encumber, transfer, hypothecate, alienate or convey in advance of actual
      receipt, the amounts, if any, payable hereunder, or any part thereof,
      which are, and all rights to which are expressly declared to be,
      unassignable and non-transferable. No part of the amounts payable shall,
      prior to actual payment be subject to seizure, attachment, garnishment or
      sequestration for the payment of any debts, judgments, alimony or separate
      maintenance allowed by a Participant or any other person, be transferable
      by operation of law in the event of a Participant's or any other person's
      bankruptcy or insolvency or be transferable to a spouse as a result of a
      property settlement or otherwise.








	
      14.5
	
      Not
      a Contract of Employment.
      The terms and conditions of this Plan shall not be deemed to constitute a
      contract of employment between any Employer and the Participant. Such
      employment is hereby acknowledged to be an "at will" employment
      relationship that can be terminated at any time for any reason, or no
      reason, with or without cause, and with or without notice, unless
      expressly provided in a written employment agreement. Nothing in this Plan
      shall be deemed to give a Participant the right to be retained in the
      service of any Employer or to interfere with the right of any Employer to
      discipline or discharge the Participant at any
time.








	
      14.6
	
      Furnishing
      Information. A
      Participant or his or her Beneficiary will cooperate with the Committee by
      furnishing any and all information requested by the Committee and take
      such other actions as may be requested in order to facilitate the
      administration of the Plan and the payments of benefits hereunder,
      including but not limited to, taking such physical examinations as the
      Committee may deem necessary.








	
      14.7
	
      Terms.
      Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be co as though they were used in the plural or
      the singular, as the case may be, in all cases where they would so
      apply.













19










Exhibit
10.8




	
      14.8
	
      Captions.
      The captions of the articles, sections and paragraphs of this Plan are for
      convenience only and shall not control or affect the meaning or
      construction of any of its provisions.








	
      14.9
	
      Governing
      Law.
      Subject to ERISA, the provisions of this Plan shall be construed and
      interpreted according to the internal laws of the State of Illinois
      without regard to its conflicts of laws and
principles.








	
      14.10
	
      Notice.
      Any notice or filing required or permitted to be given to the Committee
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by registered or certified mail, to the address
  below.







Director
of Human Resources

MB
Financial, Inc. 

1200
North Ashland Avenue

Chicago,
Illinois 60622-2298




Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification. Any notice or filing required or permitted to be given to a
Participant under s Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Participant.





	
      14.11
	
      Successors.
      The
      provisions of this Plan shall bind and inure to the benefit of the
      Participant's Employer and its successors and assigns and the Participant
      and the Participant's designated
Beneficiaries.








	
      14.12
	
      Spouse's
      Interest. The
      interest in the benefits hereunder of a spouse of a Participant who has
      predeceased the Participant shall automatically pass to the Participant
      and shall not be transferable by such spouse in any manner, including, but
      not limited to, such spouse's will, nor shall such interest pass under the
      laws of intestate succession.








	
      14.13
	
      Validity.
      In case any provision of the Plan shall be illegal or invalid for any
      reason, said illegality or invalidity shall not affect the remaining parts
      hereof, but this Plan shall be constructed and enforced as if such illegal
      or invalid provision had never been inserted
herein.








	
      14.14
	
      Incompetent.
      If the Committee determines in its discretion a benefit under this Plan is
      to be paid to a minor, a person declared incompetent or to a person
      incapable of handling the disposition of that person's property, the
      Committee may direct payment of such benefit to the guardian, legal
      representative or person having the care and custody of such minor,
      incompetent or incapable person. The Committee may require proof of
      minority, incompetence, incapacity or guardianship, as it may deem
      appropriate prior to distribution of the benefit. Any payment of a benefit
      shall be a payment for the account of the Participant and the
      Participant's Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Plan for such payment
      amount













20










Exhibit
10.8




	
      14.15
	
      Court
      Order.
      The Committee is authorized to make any payments directed by court order
      in any action in which the Plan or the Committee has been named as a
      party. In addition, if a court determines that a spouse or former spouse
      of a Participant has an interest in the Participant's benefits under the
      Plan in connection with a property settlement or otherwise, the Committee,
      in its sole discretion shall have the right, notwithstanding any election
      made by a Participant, to immediately distribute the spouse's or former
      spouse's interest in the Participant's benefits under the Plan to that
      spouse or former spouse. This Section 16.15 shall be applied only to the
      extent consistent with Section 409A.








	
      14.16
	
      Distribution
      in the Event of Taxation or to Pay
Taxes.








	
      (a)
	
      In
      General. If,
      for any reason, all or any portion of a Participant's benefits under this
      Plan becomes taxable to the Participant prior to receipt, a Participant
      may petition the Committee before a Change in Control, or the trustee of
      the Trust after a Change in Control, for a distribution of that portion of
      his or her benefit that has become taxable. Upon the grant of such a
      petition, which grant shall not be unreasonably withheld (and, after a
      Change in Control, shall be granted), a Participant's Employer shall
      distribute to the Participant immediately available funds in an amount
      equal to the taxable portion of his or her benefit (which amount shall not
      exceed a Participant's unpaid Account Balance under the Plan). If the
      petition is granted, the tax liability distribution shall be made within
      90 days of the date when the Participant's petition is granted. Such a
      distribution shall affect and reduce the benefits to be paid under this
      Plan. Distributions under this Section 16.16(a) shall be permitted only to
      the extent allowed under Section 409A.








	
      (b)
	
      To
      Pay Taxes.
      Notwithstanding any provision of the Plan to the contrary, but subject to
      Section 409A, distributions may be made from a Participant’s Account
      Balance prior to when amounts are otherwise distributable under the Plan
      to the extent necessary to pay employment or other taxes that are due and
      payable with respect to that Participant’s interest in this Plan.
      








	
      (c)
	
      Trust.
      If the Trust terminates in accordance with Section 3.6(e) of the Trust,
      and benefits are distributed from the Trust to a Participant in accordance
      with that Section, the Participant's benefits under this Plan shall be
      reduced to the extent of such
distributions.











21










Exhibit
10.8










IN
WITNESS WHEREOF, the Company has signed this Plan document as of _________, __,
2004, but effective for all purposes as of January 1, 2005.




 

MB
FINANCIAL, INC.




By:
_________________________

Title:
_________________________







MB
FINANCIAL BANK, N.A.




By:
_________________________

Title:
_________________________







UNION
BANK, N.A.







By:
__________________________


Title:
_________________________