exhibit10_4b.htm


    EXHIBIT 10.4B

     

    MB
FINANCIAL BANK, N.A.

     

    Change In Control Severance
Agreement

     

    THIS SEVERANCE AGREEMENT, (the
“Agreement”) is entered
into as of December 5, 2008 (the “Effective Date”), by and
between MB Financial Bank, N.A., a national banking association (the “Company”) and the undersigned
officer (the “Executive”);

     

    WITNESSETH
THAT:

     

    WHEREAS, the Executive is
employed by the Company, and the Company desires to provide protection to
Executive in connection with any change in control of the Company.

     

    NOW, THEREFORE, it is hereby agreed
by and between the parties, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, as follows:

     

    ARTICLE I

     

    ESTABLISHMENT
AND PURPOSE

     

    1.1 Term of
the Agreement.  Unless expired earlier as provided in Section 1.3 or
terminated by the Company pursuant to Section 2.4,
this Agreement will commence on the Effective Date and remain in effect for an
initial term of three years which will be automatically extended for one year on
each anniversary of the Effective Date. In addition, if a Change in Control
occurs while this Agreement is effective, this Agreement will remain irrevocably
in effect for the greater of twenty four months from the date of the Change in
Control or until all benefits have been paid to the Executive hereunder, and
will then expire.

     

    1.2 Purpose
of the Agreement.  The purpose of this Agreement is to advance
the interests of the Company by providing the Executive with an assurance of
equitable treatment, in terms of compensation and economic security, in the
event of an acquisition or other Change in Control of the Company.  An
assurance of equitable treatment will enable the Executive to maintain
productivity and focus during a period of significant uncertainty that is
inherent in an acquisition or other Change in Control.  Further, the
Company believes that agreements of this kind will aid it in attracting and
retaining the highly qualified, high performing professionals who are essential
to its success.

     

    1.3 Contractual
Right to Benefits.  This Agreement establishes and vests in the
Executive a contractual right to the benefits to which he or she is entitled
hereunder, enforceable by the Executive against the Company.  However,
nothing in this Agreement will require or be deemed to require the Company to
segregate, earmark, or otherwise set aside any funds or other assets to provide
for any payments to be made under it.

     

    Subject
to Section 3.2, the
Company will retain the right to terminate the Executive’s employment at any
time prior to a Change in Control of the Company.  If the Executive’s
employment is terminated prior to a Change in Control of the Company, this
Agreement will no longer be applicable to the Executive, and any and all rights
and obligations of the Company and the Executive under this Agreement will
cease.  Notwithstanding the foregoing, if the effective date of a
Change in Control occurs within six months following the effective date of an
involuntary termination without Just Cause, the Executive’s termination may be
deemed to be a Qualifying Termination pursuant to Section 3.2 of
this Agreement as of the date of the Change in Control.

     

    ARTICLE II

     

    DEFINITIONS
AND CONSTRUCTION

     

    2.1 Definitions.  Whenever
used in the Agreement, the following terms have the meanings set forth below
and, when the meaning is intended, the initial letter of the word is
capitalized.

     

    (a) “Average Annual Bonus” means the Executive’s
actual average annual bonus earned over the two complete fiscal years prior to
the Effective Date of Termination, or, if shorter, over the Executive’s entire
period of employment.  However, if the Executive’s period of
employment is less than one year, the average bonus will be considered
zero.

     

    (b) “Base Salary” means the base rate of
compensation paid to the Executive as annual salary, excluding amounts received
under incentive or other bonus plans, as in effect as of the Effective Date of
Termination.  Notwithstanding the foregoing, if the Executive’s Base
Salary was reduced within twenty-four months of the Effective Date of
Termination, then “Base Salary” will mean the Executive’s annual Base Salary as
in effect immediately prior to the reduction.

     

    (c) “Beneficial Owner” has the
meaning ascribed to that term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act, namely, any person, who directly or indirectly, through
any contract, arrangement, understanding or otherwise, has or shares voting
power, which includes the power to vote or direct the voting of securities,
and/or investment power, which includes the power to dispose of, or direct the
disposition of, a security.

     

    (d) “Beneficiary” means the persons
or entities designated or deemed designated by the  Executive pursuant
to Section 8.2
herein.

     

    (e) “Board” means the Board of
Directors of the Company.

     

    (f) The term
“Change in Control”
means (1) any Person is or becomes the Beneficial Owner directly or
indirectly of securities of the Parent or the Company representing 35% or more
of the combined voting power of the Parent’s or the Company’s outstanding
securities entitled to vote generally in the election of directors;
(2) individuals who were members of the Parent Board on the Effective Date
(the “Incumbent Parent
Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a member of the Parent Board subsequent to the
Effective Date (a) whose appointment as a director by the Parent Board was
approved by a vote of at least three quarters of the directors comprising the
Incumbent Parent Board, or (b) whose nomination for election as a member of
the Parent Board by the Corporation’s stockholders was approved by the Incumbent
Parent Board or recommended by the nominating committee serving under the
Incumbent Parent Board, shall be considered a member of the Incumbent Parent
Board; (3) consummation of a plan of reorganization, merger or
consolidation involving the Parent or the Company or the securities of either,
other than (a) in the case of the Parent, a transaction at the completion
of which the stockholders of the Parent immediately preceding completion of the
transaction hold more than 60% of the outstanding securities of the resulting
entity entitled to vote generally in the election of its directors or
(b) in the case of the Company, a transaction at the completion of which
the Parent holds more than 50% of the outstanding securities of the resulting
institution entitled to vote generally in the election of its directors;
(4) consummation of a sale or other disposition to an unaffiliated third
party or parties of all or substantially all of the assets of the Parent or the
Company or approval by the stockholders of the Parent or the Company of a plan
of complete liquidation or dissolution of the Parent or the Company; provided
that for purposes of clause (1), the term “Person” shall not include the Parent,
any employee benefit plan of the Parent or the Company, or any corporation or
other entity owned directly or indirectly by the stockholders of the Parent in
substantially the same proportions as their ownership of stock of the
Parent.  Each event comprising a “Change in Control” is intended to
constitute a “change in ownership or effective control,” or a “change in the
ownership of a substantial portion of the assets,” of the Parent or the Company
as such terms are defined for purposes of Section 409A of the Code and
“Change in Control” as used herein shall be interpreted consistently
therewith.

     

    (g) “Code” means the Internal
Revenue Code of 1986, as amended.

     

    (h) “Company” means MB Financial
Bank, N.A., a national banking association, or any successor thereto that adopts
the Agreement, as provided in Section 8.1
herein.

     

    (i) “Compensation Committee” means the
Compensation Committee of the Board of Directors of the Parent
Company.

     

    (j) “Director” means a member of
the Board or of the Parent Board, as the case may be.

     

    (k) “Disability” means a physical
or mental condition that would entitle the Executive to benefits under the
Company’s long-term disability plan, or if the Company maintains no such plan,
then under the federal Social Security laws.

     

    (l) “Effective Date of Termination” means the date on
which a Qualifying Termination occurs which triggers Severance Benefits
hereunder.

     

    (m) “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, or any successor to
it.

     

    (n) “Expiration Date” means the date the
Agreement expires, as provided in Section 1.1
herein.

     

    (o) “Good Reason” means (i) the
occurrence of a ten percent or greater reduction in the aggregate value of the
Executive’s annual Base Salary, bonus opportunity, and benefits excluding profit
sharing; (ii) the assignment to the Executive of any duties inconsistent
with, and commonly (in the banking industry) considered beneath, the Executive’s
position, or a change in the Executive’s status, offices, titles and reporting
relationships, authority, duties or responsibilities, or any other action by the
Company, in each case if the assignment, change or action results in a
significant diminution in the Executive’s position, authority, duties or
responsibility; or (iii) a required relocation of the Executive to a
location more than fifty miles from the Executive’s then existing job
location to which the Executive does not consent to in writing.  In
determining whether an assignment, change or action described in clause
(ii) above constitutes Good Reason, due consideration will be given to the
size of the organization and other facts and circumstances surrounding the
Executive’s situation before and after the assignment, change or
action.  For example, if the Executive is moved to a position that
carries a title generally considered to be of a lower degree, but he or she is
working in a larger division or company than before the change, has more
employees reporting to him or her, or has authority for projects controlling
more dollars, or if other circumstances exist that suggest the Executive’s new
position is not a demotion, then Good Reason will not exist for the Executive to
terminate his or her employment.

     

    (p) “Just Cause” means a
termination of the Executive’s employment by the Company, for which no Severance
Benefits are payable, as provided in Article IV.

     

    (q) “Parent” means MB Financial,
Inc., a Maryland corporation, or any direct parent of a successor of the Company
that adopts the Agreement as provided in Section 8.1.

     

    (r) “Parent Board” means the Board
of Directors of the Parent.

     

    (s) “Person” means a natural
person, company, or government, or a political subdivision, agency, or
instrumentality of a government, including a “group” as defined in
Section 13(d) of the Exchange Act.  When two or more persons act
as a partnership, limited partnership, syndicate or other group for the purpose
of acquiring the securities of the Company, they will be deemed a Person for
purposes of the Agreement.  “Person” will be construed in the same
manner as under Section 3(a)(9) of the Exchange Act, and “group” will be
construed in the same manner as under Section 13(d) of the Exchange
Act.

     

    (t) “Qualifying Termination” means
any of the events described in Section 3.2, the
occurrence of which triggers the payment of Severance Benefits.

     

    (u) “Severance Benefit” means the
payment of severance compensation as provided in Article III.

     

    2.2 Gender
and Number.  Except where otherwise indicated by the context,
any masculine term used herein also includes the feminine, the plural includes
the singular, and the singular includes the plural.

     

    2.3 Severability.  If
any provision of this Agreement is held to be illegal or invalid for any reason,
the illegality or invalidity will not affect the remaining parts of this
Agreement, and this Agreement will be construed and enforced as if the illegal
or invalid provision had not been included.

     

    2.4 Amendment
or Termination.  The provisions of this Agreement may be
amended by written agreement between the Company and the Executive, with any
material amendment approved by the Compensation Committee or the
Board.  Subject to the final sentence of Section 1.1, the
Company may terminate this Agreement by written resolution of the Compensation
Committee or the Board, effective as of a date at least twelve months following
the date the Company gives written notice to the Executive of its intent to
terminate the Agreement.

     

    2.5 Applicable
Law.  To the extent not preempted by the laws of the United
States, the laws of the State of Illinois, without regard to its conflict of
laws provisions, will be the controlling law in all matters relating to this
Agreement.

     

    ARTICLE III

     

    SEVERANCE
BENEFITS

     

    3.1 Right to
Severance Benefits.  Subject to the provisions hereof, the
Executive will be entitled to receive from the Company Severance Benefits as
described in Section 3.3 if
there has been a Change in Control of the Company and if any of the events
designated within Section 3.2
occur.  The Executive will not be entitled to receive Severance
Benefits if his or her employment with the Company ends due to death,
disability, voluntary retirement, a voluntary termination by the Executive
without Good Reason, or due to an involuntary termination by the Company for
Just Cause.

     

    3.2 Qualifying
Terminations.  The occurrence of any one of the following
events within twenty four calendar months after a Change in Control of the
Company will trigger the payment of Severance Benefits under this
Agreement:

     

    (a) an
involuntary termination of the Executive’s employment without Just
Cause;

     

    (b) a
voluntary termination of the Executive’s employment with the Company, for Good
Reason;

     

    (c) the
failure or refusal of a successor company (including, but not limited to, an
individual, corporation, association, or partnership) to assume the Company’s
obligations under this Agreement, as required by Section 8.1;
and

     

    (d) a breach
by the Company or any successor company of any of the provisions of this
Agreement.

     

    In
addition, an involuntary termination without Just Cause will trigger the payment
of Severance Benefits under this Agreement if the Executive’s employment is
terminated by the Company without Just Cause within six months prior to a Change
in Control that actually occurs during the term of this Agreement and either
(i) the termination was at the request or direction of a Person who has
entered into an agreement with the Company the consummation of which would
constitute a Change in Control, or (ii) the Executive reasonably
demonstrates that the termination is otherwise in connection with or in
anticipation of the Change in Control.

     

    3.3 Description
of Severance Benefits.  If the Executive becomes entitled to
receive Severance Benefits, as provided in Sections 3.1 and
3.2, the
Company will pay to the Executive and provide him or her with the
following:

     

    (a) an amount
equal to the Executive’s annual Base Salary multiplied by two;

     

    (b) an amount
equal to the Executive’s Average Annual Bonus multiplied by two;

     

    (c) immediate
vesting of the Executive’s benefits, if any, under any and all non-qualified
retirement plans of the Company (or its affiliates) in which the Executive
participates; and

     

    (d) continuation
of the welfare benefits of medical, dental or other health coverage, long term
disability, and group term life insurance at the same premium cost to the
Executive and at the same coverage level as in effect as of the Executive’s
Effective Date of Termination until the second anniversary of the Effective Date
of Termination, without regard to the federal income tax consequences of that
continuation.

     

    The
treatment of any options held by the Executive will be subject to the terms of
the plan or plans under which they were granted.  Benefits under
subsection 3.3(d) will be discontinued prior to the end of the second
anniversary of the Effective Date of Termination if the Executive receives
substantially similar benefits in the aggregate from a subsequent employer, as
determined by the Compensation Committee.  Continued medical, dental
or other health benefits under subsection 3.3(d) will count toward any COBRA
continuation coverage period that may apply to the Executive.

     

    ARTICLE IV

     

    JUST
CAUSE OR RETIREMENT

     

    4.1 Just
Cause.  Nothing in this Agreement will be construed to prevent
the Company from terminating the Executive’s employment for Just
Cause.  If the Company does so, no Severance Benefits will be payable
to the Executive under this Agreement.

     

    Just
Cause will be defined to include, but will not be limited to, willful, malicious
conduct by the Executive that is prejudicial to the best interests of the
Company, including theft, embezzlement, the conviction of a criminal act,
disclosure of trade secrets, a gross dereliction of duty, or other grave
misconduct on the part of the Executive that is injurious to the
Company.

     

    4.2 Retirement.  If
the Executive’s employment with the Company ends due to voluntary retirement,
the Executive: (i) will not be entitled to receive Severance Benefits under
this Agreement; and (ii) will not be eligible to participate in a
Company-sponsored severance plan or arrangement at any time following his or her
retirement.

     

    ARTICLE V

     

    FORM
AND TIMING OF SEVERANCE BENEFITS

     

    5.1 Form and
Timing of Severance Benefits.  Subject to Article XII below,
the Severance Benefits described in Sections 3.3(a)
and (b) will be
paid in cash to the Executive in a single lump sum as soon as practicable
following the Effective Date of Termination, but in no event more than thirty
days after the Effective Date of Termination.  The vesting of benefits
under Section 3.3(c)
shall occur on the Effective Date of Termination.

     

    The
Severance Benefits described in subsection 3.3(d) will be provided by the
Company to the Executive immediately upon the Effective Date of Termination and
will continue to be provided until the second anniversary of the Effective Date
of Termination.  However, the Severance Benefits described in
subsection 3.3(d) will be discontinued prior to the end of
the  two-year period immediately upon the Executive’s receiving
similar benefits from a subsequent employer, as determined by the Compensation
Committee.

     

    5.2 Withholding
of Taxes.  The Company will withhold from any amounts payable
under this Agreement all Federal, state, city, or other taxes that are legally
required.

     

    ARTICLE VI

     

    TAX
GROSS UP AGREEMENT

     

    6.1 Tax Gross
Up Agreement.  Contemporaneously with entering into this
Agreement, the Executive and Parent have entered into a Tax Gross-Up Agreement
to make the Executive whole in certain circumstances described therein from the
excise tax, if any, imposed under Section 280(G) of the Code.

     

    ARTICLE VII

     

    OTHER
RIGHTS AND BENEFITS NOT AFFECTED

     

    7.1 Other
Benefits.  Except as provided in this Section below,
neither the provisions of this Agreement nor the Severance Benefits provided for
hereunder will reduce any amounts otherwise payable, or in any way diminish the
Executive’s rights as an employee of the Company, whether existing now or
hereafter, under any benefit, incentive, retirement, stock option, stock bonus,
stock purchase plan, or any employment agreement, or other Agreement or
arrangement.  Notwithstanding the foregoing, if the Executive is also
a covered employee under a severance plan of the Company or one of its
affiliates, the Executive will be entitled to receive the Severance Benefits
provided under this Agreement in lieu of any severance pay or other benefits
provided under that severance plan.  Benefits provided under this
Agreement will not increase any amounts otherwise payable under any other
arrangement, if that other arrangement does not provide that severance benefits
will be taken into account in determining benefits.

     

    7.2 Employment
Status.  This Agreement does not constitute a contract of
employment or impose on the Executive or the Company any obligation to retain
the Executive as an employee, to change the status of the Executive’s
employment, or to change the Company’s policies regarding termination of
employment.

     

    ARTICLE VIII

     

    SUCCESSORS

     

    8.1 Successors.  The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) of all or substantially all of the business
and/or assets of the Company or of any division or subsidiary thereof to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  Failure of the Company to obtain such an
assumption and agreement prior to the effectiveness of any such succession will
be a breach of this Agreement and will entitle the Executive to compensation
from the Company in the same amount and on the same terms as he or she would be
entitled hereunder if terminated voluntarily for Good Reason, except that, for
the purposes of implementing the foregoing, the date on which any succession
becomes effective will be deemed the Effective Date of Termination.

     

    This
Agreement will inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees.  If the Executive dies while any
amount would still be payable to him or her hereunder had he or she continued to
live, any such amount, unless otherwise provided herein, will be paid in
accordance with the terms of this Agreement, to the Executive’s devisee,
legatee, or other designee, or if there is no such designee, to the Executive’s
estate.

     

    8.2 Beneficiaries.  The
Executive’s beneficiary under the qualified defined contribution plan of the
Company or an affiliate in which the Executive participates will be his or her
Beneficiary under this Agreement, unless the Executive otherwise designates a
Beneficiary in the form of a signed writing acceptable to the Compensation
Committee.  The Executive may make or change such a designation at any
time.

     

    ARTICLE IX

     

    ADMINISTRATION

     

    9.1 Administration.  This
Agreement will be administered by the Compensation Committee.  In that
capacity, the Compensation Committee, to the extent not contrary to the express
provisions of the Agreement, is authorized in its discretion to interpret this
Agreement, to prescribe and rescind rules and regulations, to provide conditions
and assurances deemed necessary and advisable, to protect the interests of the
Company, and to make all other determinations necessary or advisable for the
administration of this Agreement and similar Agreements.

     

    In
fulfilling its administrative duties hereunder, the Compensation Committee may
rely on outside counsel, independent accountants, or other consultants to render
advice or assistance.

     

    9.2 Indemnification
and Exculpation.  The members of the Board and the Parent
Board, its agents and officers, directors, and employee of the Company and its
affiliates will be indemnified and held harmless by the Company against and from
any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Agreement
and against and from any and all amounts paid by them in settlement (with the
Company’s written approval) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding.  The foregoing provision will not
apply to any person if the loss, cost, liability, or expense is due to that
person’s gross negligence or willful misconduct.

     

    ARTICLE X

     

    LEGAL
FEES AND ARBITRATION

     

    10.1 Legal
Fees and Expenses.  The Company (or, in the event of the
acquisition of substantially all of the assets of the Company, the acquirer of
those assets) will pay all legal fees, costs of litigation, and expenses
directly related to legal fees and costs of litigation incurred in good faith by
the Executive as a result of the Company’s refusal to provide the Severance
Benefits to which the Executive becomes entitled under this Agreement, or as a
result of the Company’s contesting the validity, enforceability, or
interpretation of this Agreement, but in each case only if the Executive
ultimately prevails in litigation conducted as a result of the refusal or
contest.

     

    10.2 Arbitration.  The
Executive and the Company will have the right and option to elect (in lieu of
litigation) to have any dispute or controversy arising under or in connection
with this Agreement settled by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by the Executive within
fifty miles from the location of his or her job, in accordance with rules
of the American Arbitration Association then in effect.  Judgment may
be entered on the award of the arbitrator in any court having
jurisdiction.  All expenses of arbitration, including the fees and
expenses of the counsel for the Executive, will be split between the Company and
the Executive, unless the Executive prevails, in which case the Company will
bear the expenses of the arbitration.  Notwithstanding the right of
the Executive or the Company to elect to enter into arbitration, the Company and
the Executive may mutually agree to resolve any dispute or controversy arising
under or in connection with the Agreement in a court of law, in lieu of
arbitration.

     

    ARTICLE XI

     

    


     

    EXCLUSIVITY
OF SEVERANCE BENEFITS

     

    11.1 Exclusivity
of Severance Benefits.  Subject to Section 7.1, if
the Company is contractually obligated to pay to the Executive any severance
benefits pursuant to another agreement, plan, program, policy, or any other
change of control agreement,  the terms and provisions of the program
under which the aggregate level of severance benefits is the highest (as
determined by the Executive) will operate to completely replace and supersede
the terms and provisions of this Agreement and/or all other programs that
provide for the payment of severance benefits.

     

    ARTICLE XII

     

    


     

    CODE
SECTION 409A; TARP

     

    12.1 Code
Section 409A.  The intent of the parties is that payments
and benefits under this Agreement comply with Internal Revenue Code
Section 409A and the regulations and guidance promulgated thereunder
(collectively “Code
Section 409A”) and, accordingly, to the maximum extent permitted,
this Agreement shall be interpreted to be in compliance therewith.  If
the Executive notifies the Company (with specificity as to the reason therefore)
that the Executive believes that any provision of this Agreement would cause the
Executive to incur any additional tax or interest under Code Section 409A
and the Company concurs with such belief or the Company (without any obligation
whatsoever to do so) independently makes such determination, the Company shall,
after consulting with the Executive, reform such provision to try to comply with
Code Section 409A through good faith modifications to the minimum extent
reasonably appropriate to conform with Code Section 409A.  To the
extent that any provision hereof is modified in order to comply with Code
Section 409A, such modification shall be made in good faith and shall, to
the maximum extent reasonably possible, maintain the original intent and
economic benefit to the Executive and the Company of the applicable provision
without violating the provisions of Code Section 409A.

     

    If the
Executive is deemed on the date of “separation from service” to be a “specified
Executive” within the meaning of such terms under Code
Section 409A(a)(2)(B), then with regard to any payment or the provision of
any benefit that is specified as subject to this Section, such payment or
benefit shall be made or provided at the date which is the earlier of
(A) the expiration of the six (6)-month period measured from the date of
such “separation from service” of the Executive, and (B) the date of the
Executive’s death (the “Delay
Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this Section 12.1 (whether they
would have otherwise been payable in a single sum or in installments in the
absence of such delay) shall be paid or reimbursed to the Executive in a lump
sum, and any remaining payments and benefits due under this Agreement shall be
paid or provided in accordance with the normal payment dates specified for them
herein.  Whenever a payment is to be made promptly after a date, it
shall be made within sixty (60) days thereafter.

     

    With
regard to any provision herein that provides for reimbursement of expenses or
in-kind benefits: (i) the right to reimbursement or in-kind benefits is not
subject to liquidation or exchange for another benefit, and (ii) the amount
of expenses eligible for reimbursement or in-kind benefits provided during any
taxable year shall not effect the expenses eligible for reimbursement or in-kind
benefits to be provided in any other taxable year, provided that the foregoing
shall not be violated with regard to expenses covered by Code
Section 105(h) that are subject to a limit related to the period in which
the arrangement is in effect.  Any expense or other reimbursement
payment made pursuant to this Agreement or any plan, program, agreement or
arrangement of the Company referred to herein, shall be made on or before the
last day of the taxable year following the taxable year in which such expense or
other payment to be reimbursed is incurred.

     

    12.2 TARP.  Notwithstanding
anything in this Agreement or in any compensation plan, program or arrangement
maintained by the Company which covers Executive or to which Executive is a
party or in which Executive participates, as of the date hereof, or which may
become applicable to Executive hereinafter (collectively, the “Compensation Arrangements”),
each provision of this Agreement and the Compensation Arrangements is amended
and any amounts payable hereunder and thereunder are hereby amended and modified
with respect to Executive, if and to the extent necessary, for the Company to
comply with any requirements of the Emergency Economic Stabilization Act of 2008
(“EESA”) and/or the TARP
Capital Purchase Program (“CPP”) (and the guidance or
regulations issued thereunder by the United States Treasury Department at 31 CFR
Part 30, effective October 20, 2008 (the “CPP Guidance”) which may become
applicable to the Company, including, but not limited to, provisions prohibiting
the Company from making any “golden parachute payments,” providing the Company
may recover (“clawback”) bonus and incentive compensation in certain
circumstances, and precluding bonus and incentive arrangements that encourage
unnecessary or excessive risks that threaten the value of the Company, in each
case within the meaning of EESA and the CPP Guidance and only to the extent
applicable to the Company and Executive.  For purposes of this Section 12.2,
references to “Company” means MB Financial, Inc. and any entities treated as a
single employer with MB Financial, Inc. under the CPP
Guidance.  Executive hereby agrees to execute such documents,
agreements or waivers as the Company deems necessary or appropriate to effect
such amendments to this Agreement or the Compensation Arrangements or to
facilitate the participation of the Company in the TARP Capital Purchase Program
or any other programs under EESA.

     

    The
application of this Section 12.2 is
intended to, and shall be interpreted, administered and construed to, comply
with Section 111 of EESA and the CPP Guidance and, to the maximum extent
consistent with this Section 12.2 and such
statute and regulations, to permit the operation of this Agreement and the
Compensation Arrangements in accordance with their terms before giving effect to
the provisions of this Section 12.2, EESA
and the CPP Guidance.

     

    IN WITNESS WHEREOF, the
Executive has executed this Agreement and the Company has caused this Agreement
to be executed by a resolution of the Board, as of the day and year first above
written.

     

    
      	
              MB
      FINANCIAL BANK, N.A.

               

               

              By:                                                                

              Its:                                                                

            	
              EXECUTIVE

               

               

               

              Name: