Third Amendment to the Employment Agreement


    ..

    EXHIBIT
      10.3C

    THIRD
      AMENDMENT TO EMPLOYMENT AGREEMENT

    


        This
      Third
      Amendment to Employment Agreement (this “Amendment”) is made and entered into
      this 22nd
      day of
      February, 2007 (but effective as of January 1, 2005), by and between MB
      Financial Bank, N.A. (the “Bank”) and Burton J. Field (the
“Executive”).

    


    WHEREAS,
      the Executive and the Bank are parties to that certain Employment Agreement
      dated effective September 22, 1999 (as amended by the First Amendment thereto
      dated effective August 22, 2003 and the Second Amendment thereto dated effective
      December 13, 2005, the “Employment Agreement”); and

    


    WHEREAS,
      in order to ensure that the Employment Agreement complies with Section 409A
      of
      the Internal Revenue Code of 1986, as amended, the Executive and the Bank wish
      to amend the Employment Agreement in the manner herein provided. 

    


    NOW,
      THEREFORE, in consideration of the foregoing, and of the respective agreements
      of the parties herein, it is AGREED as follows:

    


    1.
       A
      new
      Section 19 is added to the Employment Agreement, to read as
      follows:

     

    
      "19.    Compliance
        with COde Section 409A

       

    

    (a) General.
      It is
      intended that this Agreement comply with the provisions of Section 409A of
      the
      Code and the regulations and guidance of general applicability issued thereunder
      (referred to herein as “Section 409A”) so as to not subject the Executive to the
      payment of additional interest and taxes under Section 409A. In furtherance
      of
      this intent, this Agreement shall be interpreted, operated and administered
      in a
      manner consistent with these intentions, and to the extent Section 409A would
      result in the Executive being subject to the payment of additional income taxes
      or interest under Section 409A, the parties agree to amend the Agreement in
      order to avoid the application of such taxes and interest.

     

    (b) Specific
      Provisions.

     

    
          (1) Termination
        of Employment.
        For
        purposes of Section 7(a) of this Agreement, no termination of employment
        shall
        be considered to have occurred unless such termination of employment also
        qualifies as a “separation from service” within the meaning of Section
        409A.

       

      
            (2) Specific
          Provisions.
          Notwithstanding any provision in this Agreement to the contrary, as needed
          to
          comply with Section 409A, if the Executive is a “specified employee” (within the
          meaning of Section 409A), payments due under Section 7(a) shall be subject
          to a
          six (6) month delay such that amounts otherwise payable during the six
          (6) month
          period following the Executive’s separation from service shall be accumulated
          and paid in a lump-sum catch-up payment as of the first day of the seventh
          month
          following the Executive’s separation from service (or, if earlier, the date of
          the Executive’s death).

         

      

    

        (c) Treatment
      as Separation Pay.
      This
      Section 19 shall not apply to the extent such payments can be considered to
      be
      separation pay that is not part of a deferred compensation arrangement under
      Section 409A. If permitted by Section 409A, cash payments to the Executive
      pursuant to Section 6(a) shall be considered first to come from separation
      pay.”

    


    2.
       The
      terms
      of the Employment Agreement as in effect prior to this Amendment that are not
      amended hereby shall be and remain in full force and effect and are not affected
      by this Amendment. 

    


    3. This
      Amendment may be executed in counterparts, each of which shall be an original
      and together shall constitute one agreement.

    


    [Signature
      page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      parties have executed this Amendment as of the day and year first above
      written.

    


    


    Attest:                           MB
      FINANCIAL BANK, N.A.

    


    


    


      

    
      	
               /s/
                Doria L. Koros 

            	
                By:
                /s/
                Jill E. York

            	
               

            	
               

            
	
               Doria
                L. Koros

            	
                Jill
                E. York

            	
               

            	
               

            
	
               Secretary Executive
                

            	
               Vice
                President and Chief Financial Officer

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               EXECUTIVE

            	
               

            	
               

            
	
               

            	
              /s/
                Burton J. Field

            	
               

            	
               

            
	
               

            	
               Burton
                J. Field