First Amendment to Amended and Restated Employment Agreement


    ..

    EXHIBIT
      10.13A

    


    FIRST
      AMENDMENT TO AMENDED AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    This
      First Amendment to Amended and Restated 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 Ronald D. Santo (the
“Executive”).

    


    WHEREAS,
      the Executive and the Bank are parties to that certain Amended and Restated
      Employment Agreement dated effective November 1, 2004 (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 18 is added to the Employment Agreement, to read as
      follows:

    


    
      	
               

            	
              “18.

            	
              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 6(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)

            	
              Delayed
                Payments.
                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
                6(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 18 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/
                Ronald D. Santo

            	
               

            	
               

            
	
               

            	
               Ronald
                D. Santo