Second Amendment to the Transitional Employment Agreement


    ..

    


    EXHIBIT
      10.28B

    SECOND
      AMENDMENT

    To
      THE

    TRANSITIONAL
      employment agreement between

    FIRST
      OAK BROOK BANCSHARES, INC. and

    ROSEMARIE
      BOUMAN

     

                      RECITALS:

     

    WHEREAS,
      effective January 26, 1999, First Oak Brook Bancshares, Inc. (“First Oak Brook”)
      and Rosemarie Bouman (the “Executive”) entered into a Transitional Employment
      Agreement (the “Agreement”);

     

    WHEREAS,
      on August 25, 2006, First Oak Brook was merged (the “Merger”) with and into MBFI
      Acquisition Corp. (“Acquisition Corp”), a wholly owned subsidiary of MB
      Financial, Inc. (“MBFI”), pursuant to the Agreement and Plan of Merger, dated as
      of May 1, 2006, by and among MBFI, Acquisition Corp. and First Oak Brook, and
      immediately thereafter, Acquisition Corp. was merged with and into
      MBFI;

     

    WHEREAS,
      effective August 25, 2006, the Agreement was amended (the “First Amendment”) to
      provide that the Executive would be entitled to receive a Retention Amount
      in
      the aggregate amount of $853,185 (“Retention Amount”), provided that the
      Executive remained employed through the end of a specified post-Merger
      transitional period (or such earlier date as mutually agreed upon by Executive
      and MBFI);

     

    WHEREAS,
      notwithstanding the foregoing, it was MBFI’s intention at the time it entered
      into the First Amendment that the Executive would be entitled to receive the
      full Retention Amount, regardless of whether she remained employed through
      the
      end of the post-Merger transitional period or her employment terminated for
      any
      reason prior to the end of the post-Merger transitional period; and

     

    WHEREAS,
      in order to better reflect the original intentions of the parties at the time
      of
      execution of the First Amendment, the parties wish to further amend the
      Agreement as provided hereinbelow.

     

    NOW
      THEREFORE, in consideration of the premises and of good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      Agreement is hereby amended as follows effective as of August 25,
      2006:

     

    1.  Appendix
      B, which was added to the Agreement by the First Amendment, is amended and
      restated in its entirety to read as follows:

    


    “APPENDIX
      B

    EFFECT
      OF MERGER WITH MB FINANCIAL, INC.

    


    This
      Appendix B shall become effective upon the effective date (“Effective Date”) of
      the merger (the “Merger”) contemplated by that certain Agreement and Plan of
      Merger, dated as of May 1, 2006, by and between MB

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Financial,
      Inc. (“MBFI”), MBFI Acquisition Corp. and First Oak Brook Bancshares, Inc.
      Notwithstanding the provisions of this Agreement to the contrary: 

    


    (a) During
      the post-Merger transitional period (the period ending on the first to occur
      of
      six months after the systems conversion or the first anniversary of the
      Effective Date), MBFI will continue Executive’s employment on substantially the
      same economic terms and conditions as in effect at the time of the Merger,
      in
      such positions, with such duties and authority, as those contemplated by the
      post-Merger organization structure communicated by MBFI to its senior officers
      as of the Effective Date. In addition, Executive will receive any 2006 bonus
      payment in full at the January 2007 payment date, together with all previously
      earned and accrued but unpaid annual bonuses. During the post-Merger
      transitional period, Executive agrees that she will not have the right to resign
      due to “constructive discharge” under the Agreement.

    


    (b) Notwithstanding
      the foregoing, regardless of whether Executive remains employed through the
      end
      of the post-Merger transitional period or her employment terminates for any
      reason prior to the end of the post-Merger transitional period, Executive will
      be entitled to receive a Retention Amount in the aggregate amount of $853,185
      (“Retention Amount”). The Retention Amount is subject to reduction in accordance
      with Section 8 of the Agreement, in the event such amount would constitute
      an
“excess parachute payment” subject to the 20% excise tax. The Retention Amount
      will be paid in a lump sum during the 30-day period following the first
      anniversary of the Merger. In the event of Executive’s death while employed
      during the post-Merger transitional period or thereafter but prior to full
      payment of Executive’s Retention Amount, Executive’s Retention Amount will be
      paid to Executive’s surviving spouse or other designated beneficiary. Upon
      payment of the Retention Amount, the Agreement shall terminate, provided that
      the provisions of Section 11 relating to indemnification shall survive such
      termination for legal actions against the Executive based on the performance
      or
      nonperformance of her duties under the Agreement prior to the Merger. It is
      acknowledged and agreed by the Executive that the Retention Amount is in lieu
      of
      and in complete satisfaction of all of the rights and benefits of the Executive
      under the Agreement other than the Executive’s right to indemnification under
      Section 11 to the extent provided in this Appendix B. 

    


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

    


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

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      parties have executed this Second Amendment on the ___ day of November, 2006,
      but effective as of August 25, 2006.

     

    


     

    
      	
              Executive

            	
               

            	
              MB
                FINANCIAL, INC.
                (as successor to First Oak Brook Bancshares, Inc.)

            
	
               

                
                /s/ Rosemarie
                Bouman                
                

              Rosemarie
                Bouman

            	
               

            	
               

              By:
                /s/ Jill E. York

            
	
               

            	
               

            	
               

              Title: Vice
                President and Chief Financial Officer