Amendment to the Transitional Employment Agreement


    ..

    EXHIBIT
      10.28A

    AMENDMENT

    TO
      THE

    TRANSITIONAL
      EMPLOYMENT AGREEMENT BETWEEN

    FIRST
      OAK BROOK BANCSHARES, INC. AND

    ROSEMARIE
      BOUMAN

    


    Effective
      January 26, 1999, First Oak Brook Bancshares, Inc. (the “Company”) and Rosemarie
      Bouman (the “Executive” entered into a Transitional Employment Agreement (the
“Agreement”). The Agreement is hereby amended, effective as of August 25, 2006,
      as follows:

    


    1. New
      Section 19 is added to read as follows:

    


        “19. Compliance
      with Code Section 409A.

    


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

    


            (b) Payments.
      Notwithstanding any provision in the Agreement to the contrary, as needed to
      comply with Code Section 409A(a)(2)(B)(i), payments due under Section 6 shall
      be
      subject to a six-month delay such that amounts otherwise payable during the
      six
      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 separation from service (or, if earlier, the date of
      death of the Executive).”

    


    2. New
      Appendix B is added 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 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) Provided
      Executive remains employed through the end of the post-Merger transitional
      period (or such earlier date as mutually agreed upon by Executive and MBFI),
      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 or
      involuntary termination other than for Cause 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 or applicable, to Executive’s surviving spouse or other designated
      beneficiary. In the event Executive voluntary resigns prior to the expiration
      of
      the post-Merger transitional period, Executive will not be entitled to the
      Retention Amount or any other severance benefit under the Agreement. Upon
      payment of the Retention Amount, the Agreement shall terminate, provided that
      the provision of Section 11 relating to indemnification shall survive such
      termination and, if for any reason MBFI defaults in its obligation to pay
      compensation, or other amounts referred to in this Appendix B and Executive
      is
      required to pursue enforcement of such obligation, MBFI shall be liable for
      reasonable attorneys fees and court costs. It is acknowledged and agreed by
      the
      Executive that the Retention Amount is in lieu of and in complete satisfaction
      of all Termination Benefits of the Executive under the Agreement.

    


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

    


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

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    IN
      WITNESS WHEREOF, the parties have executed this Amendment on the dates indicated
      below, effective as of the date set forth above.

    


    


    


     

       

    
      	
               Executive

            	
               First
                Oak Brook Bancshares, Inc.

            	
               

            	
               First
                Oak Brook Bancshares, Inc.

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Rosemarie
                Bouman

            	
                BY:
                /s/ Rosemarie Bouman

            	
               

            	
               BY:
                /s/ Richard M. Rieser, Jr.

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               Title:

            	
               

            	
                Title:

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

     

     

    


    


    


    


    Assumption

    


    Upon
      the
      Effective Date of the Merger (as defined in Appendix B above), MB Financial,
      Inc., as successor to First Oak Brook Bancshares, Inc. (“FOBB”), expressly and
      unconditionally agrees to perform FOBB’s obligation under the Agreement, as
      amended herby, and shall become the Employer thereunder in accordance with
      Section 17 of the Agreement.

    


    


    MB
      Financial, Inc.

     

    


      

    
      	
               BY:
                /s/ Mitchell Feiger

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               Title:
                President
                and Chief Executive Officer