exhibit10_9.htm


    EXHIBIT
10.9

    
 

    MB
FINANCIAL, INC. AND MB FINANCIAL BANK, N.A.

     

    NON-STOCK
DEFERRED COMPENSATION PLAN

     

    Amended
and Restated

     

    effective
January 1, 2009

     

    
      	
              Article 1

            	
              Definitions 

            	
              1

            


    

     

     

    
      	
              Article 2

            	
              Selection,
      Enrollment, Eligibility 

            	
              7

            


    

     

    
      	
               
      

            	
              2.1

            	
              Selection
      by Committee 

            	
              7

            


    

    
      	
               
      

            	
              2.2

            	
              Enrollment
      Requirements 

            	
              7

            


    

    
      	
               
      

            	
              2.3

            	
              Eligibility;
      Commencement of Participation 

            	
              7

            


    

    
      	
               
      

            	
              2.4

            	
              Termination
      of Participation and/or Deferrals 

            	
              7

            


    

    
      	
               
      

            	
              2.5

            	
              Merger
      of the First Oak Brook Bancshares, Inc. Executive Deferred Compensation
      Plan 

            	
              8

            


    

     

     

    
      	
              Article 3

            	
              Deferral
      Commitments/Employer Contributions/Crediting/Taxes 

            	
              8

            


    

     

    
      	
               
      

            	
              3.1

            	
              Compensation
      Deferrals 

            	
              8

            


    

    
      	
               
      

            	
              3.2

            	
              Election
      to Defer; Effect of Election Form 

            	
              8

            


    

    
      	
               
      

            	
              3.3

            	
              Withholding
      of Annual Deferral Amounts 

            	
              9

            


    

    
      	
               
      

            	
              3.4

            	
              Employer
      Contributions 

            	
              9

            


    

    
      	
               
      

            	
              3.5

            	
              Investment
      of Trust Assets 

            	
              9

            


    

    
      	
               
      

            	
              3.6

            	
              Vesting 

            	
              9

            


    

    
      	
               
      

            	
              3.7

            	
              Crediting/Debiting
      of Account Balances 

            	
              10

            


    

    
      	
               
      

            	
              3.8

            	
              FICA
      and Other Taxes 

            	
              11

            


    

     

     

    
      	
              Article 4

            	
              Short-Term
      Payout; Unforeseeable Financial
Emergencies12

            


    

     

    
      	
               
      

            	
              4.1

            	
              Short-Term
      Payout 

            	
              12

            


    

    
      	
               
      

            	
              4.2

            	
              Other
      Benefits Take Precedence Over Short-Term 

            	
              12

            


    

    
      	
               
      

            	
              4.3

            	
              Withdrawal
      Payout/Suspensions for Unforeseeable Financial
      Emergencies 

            	
              12

            


    

     

     

    
      	
              Article 5

            	
              Separation
      from Service Benefit 

            	
              12

            


    

     

    
      	
               
      

            	
              5.1

            	
              Separation
      from Service Benefit 

            	
              12

            


    

    
      	
               
      

            	
              5.2

            	
              Payment
      of Separation from Service Benefit 

            	
              13

            


    

     

     

    
      	
              Article 6

            	
              Disability
      Waiver 

            	
              13

            


    

     

    
      	
               
      

            	
              6.1

            	
              Waiver
      of Deferral 

            	
              13

            


    

     

     

    
      	
              Article 7

            	
              Elections
      Relating to Employer Contributions; 409A Transition
      Elections 

            	
              14

            


    

     

    
      	
               
      

            	
              7.1

            	
              Timing
      of Election 

            	
              14

            


    

    
      	
               
      

            	
              7.2

            	
              409A
      Transition Elections 

            	
              14

            


    

     

     

    
      	
              Article 8

            	
              Beneficiary
      Designation 

            	
              14

            


    

     

    
      	
               
      

            	
              8.1

            	
              Beneficiary 

            	
              14

            


    

    
      	
               
      

            	
              8.2

            	
              Beneficiary
      Designation 

            	
              14

            


    

    
      	
               
      

            	
              8.3

            	
              Acknowledgment 

            	
              14

            


    

    
      	
               
      

            	
              8.4

            	
              No
      Beneficiary Designation 

            	
              14

            


    

    
      	
               
      

            	
              8.5

            	
              Doubt
      as to Beneficiary 

            	
              15

            


    

    
      	
               
      

            	
              8.6

            	
              Discharge
      of Obligations 

            	
              15

            


    

     

     

    
      	
              Article 9

            	
              Leave
      of Absence 

            	
              15

            


    

     

    
      	
               
      

            	
              9.1

            	
              Paid
      Leave of Absence 

            	
              15

            


    

    
      	
               
      

            	
              9.2

            	
              Unpaid
      Leave of Absence 

            	
              15

            


    

     

     

    
      	
              Article 10

            	
              Termination,
      Amendment or Modification 

            	
              15

            


    

     

    
      	
               
      

            	
              10.1

            	
              Termination 

            	
              15

            


    

    
      	
               
      

            	
              10.2

            	
              Amendment 

            	
              16

            


    

    
      	
               
      

            	
              10.3

            	
              Effect
      of Change in Control 

            	
              16

            


    

    
      	
               
      

            	
              10.4

            	
              Plan
      Agreement 

            	
              16

            


    

    
      	
               
      

            	
              10.5

            	
              Effect
      of Payment 

            	
              16

            


    

     

     

    
      	
              Article 11

            	
              Administration 

            	
              16

            


    

     

    
      	
               
      

            	
              11.1

            	
              Committee
      Duties 

            	
              16

            


    

    
      	
               
      

            	
              11.2

            	
              Agents 

            	
              17

            


    

    
      	
               
      

            	
              11.3

            	
              Indemnity
      of Committee 

            	
              17

            


    

    
      	
               
      

            	
              11.4

            	
              Employer
      Information 

            	
              17

            


    

     

     

    
      	
              Article 12

            	
              Other
      Benefits and Agreements 

            	
              17

            


    

     

    
      	
               
      

            	
              12.1

            	
              Coordination
      with Other Benefits 

            	
              17

            


    

     

     

    
      	
              Article 13

            	
              Claims
      Procedures 

            	
              17

            


    

     

    
      	
               
      

            	
              13.1

            	
              Presentation
      of Claim 

            	
              17

            


    

    
      	
               
      

            	
              13.2

            	
              Notification
      of Decision 

            	
              17

            


    

    
      	
               
      

            	
              13.3

            	
              Review
      of a Denied Claim 

            	
              18

            


    

    
      	
               
      

            	
              13.4

            	
              Decision
      on Review 

            	
              18

            


    

    
      	
               
      

            	
              13.5

            	
              Legal
      Action 

            	
              18

            


    

     

     

    
      	
              Article 14

            	
              Trust 

            	
              18

            


    

     

    
      	
               
      

            	
              14.1

            	
              Establishment
      of the Trust 

            	
              18

            


    

    
      	
               
      

            	
              14.2

            	
              Interrelationship
      of the Plan and the Trust 

            	
              19

            


    

    
      	
               
      

            	
              14.3

            	
              Distributions
      From the Trust 

            	
              19

            


    

     

     

    
      	
              Article 15

            	
              Miscellaneous 

            	
              19

            


    

     

    
      	
               
      

            	
              15.1

            	
              Status
      of Plan 

            	
              19

            


    

    
      	
               
      

            	
              15.2

            	
              Unsecured
      General Creditor 

            	
              19

            


    

    
      	
               
      

            	
              15.3

            	
              Employer’s
      Liability 

            	
              19

            


    

    
      	
               
      

            	
              15.4

            	
              Nonassignability 

            	
              19

            


    

    
      	
               
      

            	
              15.5

            	
              Not
      a Contract of Employment 

            	
              20

            


    

    
      	
               
      

            	
              15.6

            	
              Furnishing
      Information 

            	
              20

            


    

    
      	
               
      

            	
              15.7

            	
              Terms 

            	
              20

            


    

    
      	
               
      

            	
              15.8

            	
              Captions 

            	
              20

            


    

    
      	
               
      

            	
              15.9

            	
              Governing
      Law 

            	
              20

            


    

    
      	
               
      

            	
              15.10
      Notice20

            


    

    
      	
               
      

            	
              15.11
      Successors21

            


    

    
      	
               
      

            	
              15.12
      Spouse’s Interest21

            


    

    
      	
               
      

            	
              15.13
      Validity21

            


    

    
      	
               
      

            	
              15.14
      Incompetent21

            


    

    
      	
               
      

            	
              15.15
      Court Order21

            


    

    
      	
               
      

            	
              15.16
      Distribution in the Event of
Taxation21

            


    

    
      	
               
      

            	
              15.17
      Insurance22

            


    

    
      	
               
      

            	
              15.18
      Legal Fees to Enforce Rights After Change in
  Control22

            


    

    


    MB
FINANCIAL, INC. AND MB FINANCIAL BANK, N.A.

    NON-STOCK
DEFERRED COMPENSATION PLAN

    Amended
and Restated Effective January 1, 2009

     

    Purpose

     

    The
purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated Employees, and Directors, who contribute
materially to the continued growth, development and future business success of
MB Financial, Inc., MB Financial Bank, N.A., and any other subsidiaries, if any,
that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.

     

    Effective
Date

     

    The Plan,
as amended and restated in this document, is effective as of January 1, 2009
(the “Effective
Date”). The distribution of benefits vested as of December 31, 2004
(together with earnings thereon) (“Grandfathered
Benefits”) shall be governed solely by the terms of Appendix
A.

     

    ARTICLE 1                                

     

    Definitions

     

    For
purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following meanings:

     

    1.1 “Account Balance”
shall mean, with respect to a Participant, a credit on the records of the
Employer equal to the sum of (i) the Employee Deferral Account, (ii) the
Director Deferral Account (collectively, the Employee Deferral Account and the
Director Deferral Account shall hereinafter be referred to as the “Deferral Account”),
(iii) the Matching Contribution Account and (iv) the Employer Contribution
Account.  The Account Balance, and each other specified account
balance, shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this
Plan.

     

    1.2 “Annual Bonus” shall
mean any compensation, in addition to Base Annual Salary relating to services
performed during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year, payable to a
Participant as an Employee under any Employer’s annual bonus and cash incentive
plans, excluding equity awards.

     

    1.3 “Annual Deferral
Amount” shall mean that portion of a Participant’s Base Annual Salary,
Annual Bonus and/or Director’s Compensation that a Participant elects to have
deferred, and is deferred, in accordance with Article 3, for any one Plan
Year.  In the event of a Participant’s Disability (if deferrals cease
in accordance with Section 6.1) or Separation from Service prior to the end
of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount
withheld prior to such event.

     

    1.4 “Base Annual Salary”
shall mean the annual cash compensation relating to services performed during
any calendar year, whether or not paid in such calendar year or included on the
Federal Income Tax Form W-2 for such calendar year, excluding bonuses,
commissions, overtime, fringe benefits, equity awards, relocation expenses,
incentive payments, retention payments, change in control and severance
payments, non-monetary awards, directors’ fees and other fees, and automobile
and other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Employee’s gross income).
Base Annual Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all qualified
or non-qualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant’s gross income under Code
sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by
any Employer; provided, however, that all such amounts will be included in
compensation only to the extent that, had there been no such plan, the amount
would have been payable in cash to the Employee.

     

    1.5 “Beneficiary” shall
mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 8, that are entitled to receive benefits under this
Plan upon the death of a Participant.

     

    1.6 “Beneficiary Designation
Form” shall mean the form established from time to time by or at the
direction of the Committee that a Participant completes, signs and returns to
the Committee or its designated agent to designate one or more
Beneficiaries.

     

    1.7 “Benefit Payment Date”
shall mean:

     

    (a) For
purposes of a Short-Term Payout payable to a Participant under Article 4, any
date occurring during the 60-day period beginning on January 1st of the calendar
year designated by the Participant as the payment year for an Annual Deferral
Amount (“Short Term
Payment Year”), provided that such Short Term Payment Year shall be at
least five Plan Years after the end of the Plan Year in which such amounts are
actually deferred.

     

    (b) For
purposes of a Separation from Service Benefit payable to a Participant under
Article 5 who is not a Specified Employee (determined as of the date of his or
her Separation from Service), any date occurring during the 90-day period
beginning on the date on which the Participant experiences his or her Separation
from Service.

     

    (c) For
purposes of a Separation from Service Benefit payable to a Participant under
Article 5 who is also a Specified Employee (determined as of the date of his or
her Separation from Service), (i) on or as soon as administratively practicable
after the first date of the seventh month following the Participant’s Separation
from Service date, but in no event more than 30 days after such date, or (ii) if
earlier, on or as soon as administratively practicable after the date of the
Participant’s death. If the Participant has elected payment pursuant to the
Monthly Installment Method, installments that would otherwise be paid to the
Participant prior to the Benefit Payment Date shall be accumulated and paid to
the Participant on the Benefit Payment Date. By way of example, if a
Participant’s Benefit Payment Date is the date determined under (i) above, the
Participant’s first six monthly installments shall be delayed until the Benefit
Payment Date, such that the initial payment on the Benefit Payment Date will
equal seven monthly installments (calculated using the Monthly Installment
Method).

     

    1.8 “Board” shall mean the
Board of Directors of the Company.

     

           
1.9 “Change in Control”
shall mean the first to occur of any of the following events:

     

           
(a) Any “person” (as that term is used in Section 13 and 14(d)(2) of the
Securities Exchange Act of 1934 (the “Exchange Act”)) is or
becomes the beneficial owner (as that term is used in Section 13(d) of the
Exchange Act) directly or indirectly of securities of the Company representing
35% or more of the combined voting power of the Company’s or the Employer’s
outstanding securities entitled to vote generally in the election of
directors;

     

          
(b) individuals who were members of the Board on the Effective Date (the
“Incumbent
Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a member of the Board subsequent to the
Effective Date (i) whose appointment as a director by the Board was approved by
a vote of at least three quarters of the directors comprising the Incumbent
Board, or (ii) whose nomination for election as a member of the Board by the
Company’s stockholders was approved by the Incumbent Board or recommended by the
nominating committee serving under the Incumbent Board, shall be considered a
member of the Incumbent Board;

     

          
(c) consummation of a plan of reorganization, merger or consolidation
involving the Company or the Employer or the securities of either, other than
(i) in the case of the Company, a transaction at the completion of which the
stockholders of the Company 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 (ii) in the case
of the Employer, a transaction at the completion of which the Company holds more
than 50% of the outstanding securities of the resulting institution entitled to
vote generally in the election of its directors;

     

          
(d) consummation of a sale or other disposition to an unaffiliated third
party or parties of all or substantially all of the assets of the Company or the
Employer or approval by the stockholders of the Company or the Employer of a
plan of complete liquidation or dissolution of the Company or the
Employer.

     

    For
purposes of clause (a), the term “person” shall not include the Company, any
Executive benefit plan of the Company or the Employer, or any corporation or
other entity owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company.

     

    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 Company or the Employer 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.

     

    1.10 “Claimant” shall have
the meaning set forth in Section 13.1.

     

    1.11 “Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to
time.

     

    1.12 “Committee” shall mean
the committee or its designee as described in Article 11.

     

    1.13 “Company” shall mean
MB Financial, Inc., a Delaware corporation, and any successor to all or
substantially all of the Company’s assets or business.

     

    1.14 “Deduction Limitation”
shall mean the following described limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan.  Except as
otherwise provided, this limitation shall be applied to all distributions that
are “subject to the Deduction Limitation” under this Plan.  If an
Employer determines in good faith prior to a Change in Control that there is a
reasonable likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by reason of
the limitation under Code section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution
to the Participant pursuant to this Plan prior to the Change in Control is
deductible, the Employer may defer all or any portion of a distribution under
this Plan.  Any amounts deferred pursuant to this limitation shall
continue to be credited/debited with additional amounts in accordance with
Section 3.7 below, even if such amount is being paid out in
installments.  The amounts so deferred and amounts credited thereon
shall be distributed to the Participant or his or her Beneficiary (in the event
of the Participant’s death) at the earliest possible date, as determined by
the Employer in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Code section 162(m), or if
earlier, the effective date of a Change in Control.  Notwithstanding
anything to the contrary in this Plan, the Deduction Limitation shall not apply
to any distributions made after a Change in Control.

     

    1.15 “Deferral Account”
shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts,
plus
(ii) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to this
Plan that relate to his or her Deferral Account.

     

    1.16 “Deferral Election
Date” shall mean:

     

    (a) For
purposes of deferrals of Base Annual Salary, Annual Bonus, and/or Director’s
Compensation under Article 3, except as provided below, the last day of the Plan
Year preceding the Plan Year during which the services related to such Base
Annual Salary, Annual Bonus and/or Director’s Compensation are to be performed;
or

     

    (b) For a
Participant who is first designated by the Committee on or after the first day
of the Plan Year as being eligible to participate in the Plan, 30 days from the
date such designation is communicated to the Participant.

     

    1.17 “Director” shall mean
a member of the Board. 

     

    1.18 “Director’s
Compensation” shall mean fees and other compensation payable for services
as a Director. 

     

    1.19 “Disability” shall be
determined in accordance with Treasury Regulation 1.409A-3(i)(4). The
determination of whether a Participant has a Disability shall be determined by
the Committee in its sole discretion.

     

    1.20 “Election Form” shall
mean the appropriate form(s) prescribed from time to time by the Committee for a
Participant to complete, sign and return to the Committee or its designated
agent to make an election under the Plan. 

     

    1.21 “Employee” shall mean
a person who is an employee of any Employer.

     

    1.22 “Employer(s)” shall
mean the Company, MB Financial Bank, N.A., and any other subsidiaries (now in
existence or hereafter formed or acquired) that have been selected by the Board
to participate in the Plan and have adopted the Plan as a sponsor.

     

    1.23 “Employer
Contribution” shall mean a contribution made by an Employer on behalf of
a Participant pursuant to Section 3.4.

     

    1.24 “Employer Contribution
Account” shall mean (i) the sum of the Participant’s Employer
Contribution Amounts, plus
(ii) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Employer Contribution
Account, less
(iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the Participant’s Employer Contribution
Account.

     

    1.25 “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time.

     

    1.26 “Matching
Contribution” shall mean a matching contribution made by an Employer on
behalf of a Participant or Participants in accordance with
Section 3.4.

     

    1.27 “Matching Contribution
Account” shall mean (i) the sum of all of a Participant’s Matching
Contribution Amounts, plus
(ii) amounts credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Matching Contribution
Account, less
(iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the Participant’s Matching Contribution
Account.

     

    1.28 “Monthly Installment
Method” shall be a monthly installment payment over the number of months
selected by the Participant in accordance with the Plan, calculated as
follows:  Prior to the last Business Day (as defined in Section
3.7(a)) of the month, the Account Balance of the Participant shall be multiplied
by a fraction, the numerator of which is one and the denominator of which is the
remaining number of monthly payments due the Participant (including the
installment being calculated).  Notwithstanding the foregoing, any
installment payments payable under the Plan shall constitute a single payment
for purposes of compliance with Code section 409A.

     

    By way of
example, if the Participant elects a 120-month Monthly Installment Method, the
first payment shall be 1/120 of the Account Balance, calculated as described in
this definition.  The following month, the payment shall be 1/119 of
the Account Balance, calculated as described in this definition.  Each
monthly installment shall be paid on or as soon as administratively practicable
following the last Business Day of the applicable month, but in no event more
than 30 days after such date.

     

    1.29 “Participant” shall
mean any Employee or Director who (i)  is selected to participate in the
Plan, (ii) elects to participate in the Plan, (iii) signs a Plan
Agreement, Election Form and Beneficiary Designation Form, (iv) signs a
Plan Agreement, Election Form and Beneficiary Designation Form that is accepted
by the Committee, (v)  commences participation in the Plan, and
(vi) does not terminate his or her Plan Agreement.  A spouse or
former spouse of a Participant shall not be treated as a Participant in the Plan
or have an Account Balance under the Plan, even if he or she has an interest in
the Participant’s Account Balance under the Plan as a result of applicable law
or property settlements resulting from legal separation or divorce.

     

    1.30 “Plan” shall mean the
Company’s Non-Stock Deferred Compensation Plan, which shall be evidenced by this
instrument and by each Plan Agreement and Election Form(s), as they may from
time to time be amended.

     

    1.31 “Plan Agreement” shall
mean a written agreement, as may be amended from time to time, that is entered
into by and between an Employer and a Participant.  Each Plan
Agreement executed by a Participant and the Participant’s Employer shall provide
for the entire benefit to which such Participant is entitled under the Plan;
should there be more than one Plan Agreement, the Plan Agreement bearing the
latest date of acceptance by the Employer shall supersede all previous Plan
Agreements in their entirety and shall govern such entitlement.  The
terms of any Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or limit the
benefits otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.

     

    1.32 “Plan Year” shall mean
a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.

     

    1.33 “Separation from
Service” shall mean:

     

    (a) For a
Participant who is an Employee, a separation from service from all Employers due
to death, retirement or other termination of employment, as determined in
accordance with Treas. Reg.§ 1.409A-1(h).

     

    (b) For a
Participant who is a Director, a separation from service from the board of
directors of the Company and all of its subsidiaries, as determined in
accordance with Treas. Reg. § 1.409A-1(h).  For this purpose, service
as a honorary or emeritus director will not constitute continuing service as a
member of the board of directors of the Company or its
subsidiaries.

     

    1.34 “Separation from Service
Benefit” shall mean the benefit set forth in Article 5. 

     

    1.35 “Short-Term Payment
Year” shall have the meaning set forth in Section 1.7.

     

    1.36 “Short-Term Payout”
shall mean the payout set forth in Section 4.1.

     

    1.37 “Specified Employee”
shall mean any Participant who is determined to be a “key employee” (as defined
under Code section 416(i) without regard to paragraph (5) thereof) for the
applicable period, as determined annually by the Committee in accordance with
Treas. Reg. § 1.409A-1(i).  In determining whether a Participant
is a Specified Employee, the following provisions shall apply:

     

    (a) The
Committee’s identification of the individuals who fall within the definition of
“key employee” under Code section 416(i) (without regard to paragraph (5)
thereof) shall be based upon the 12-month period ending on each December 31
(referred to below as the “Identification
Date”).  In applying the applicable provisions of Code Section
416(i) to identify such individuals, “compensation” shall be determined in
accordance with Treas. Reg. § 1.415(c)-2(a) without regard to:

     

    (i) Any safe
harbor provided in Treas. Reg. § 1.415(c)-2(d);

     

    (ii) Any of
the special timing rules provided in Treas. Reg. §1.415(c)-2(e);
and

     

    (iii) Any of
the special rules provided in Treas. Reg. § 1.415(c)-2(g); and

     

    (b) Each
Participant who is among the individuals identified as a “key employee” in
accordance with part (a) of this Section shall be treated as a Specified
Employee for purposes of this Plan if such Participant experiences a Separation
from Service during the 12-month period that begins on the April 1 following the
applicable Identification Date.

     

    1.38 “Trust” shall mean, if
applicable, one or more trusts established pursuant to a trust agreement between
the Company and the trustee named therein, as amended from time to
time.

     

    1.39 “Unforeseeable Financial
Emergency” shall be determined in accordance with Treas. Reg. §
1.409A-3(i)(3).

     

    ARTICLE 2                                

     

    Selection, Enrollment,
Eligibility

     

    2.1 Selection
by Committee.  Participation in the Plan shall be limited to a
select group of management and highly compensated Employees and Directors, as
determined by the Committee in its sole discretion.  From that group,
the Committee shall select, in its sole discretion, Employees and Directors to
participate in the Plan.

     

    2.2 Enrollment
Requirements.  As a condition to participation, each selected
Employee or Director shall complete, execute and return to the Committee or its
designated agent a Plan Agreement, an Election Form and a Beneficiary
Designation Form, all within 30 days after he or she is selected to participate
in the Plan.  In addition, the Committee shall establish from time to
time such other enrollment requirements as it determines in its sole discretion
are necessary.

     

    2.3 Eligibility;
Commencement of Participation.  Provided an Employee or
Director selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, including returning all
required documents to the Committee or its designated agent within the specified
time period, that Employee or Director shall commence participation in the Plan
as soon as administratively practicable following the month in which the
Employee or Director completes all enrollment requirements or another date, such
as the first day of the next Plan Year, as specified by the
Committee.  If an Employee or Director fails to meet all such
requirements within the period required, in accordance with Section 2.2,
that Employee or Director shall not be eligible to participate in the Plan until
the first day of the Plan Year following the delivery to and acceptance by the
Committee or its designated agent of the required documents.

     

    2.4 Termination
of Participation and/or Deferrals.  If the Committee determines
in good faith that a Participant no longer qualifies as a member of a select
group of management or highly compensated employees, as membership in such group
is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA, or is no longer a Director, the Committee shall have the right, in its
sole discretion, to prevent the Participant from making future deferral
elections as of the first day of the subsequent Plan Year.

     

    2.5 Merger of
the First Oak Brook Bancshares, Inc. Executive Deferred Compensation
Plan.  The First Oak Brook Bancshares, Inc. Executive Deferred
Compensation Plan (the “FOBB Plan”) was
previously merged into this Plan.  Each FOBB Plan participant with an
account transferred from the FOBB Plan to this Plan shall be a Participant in
this Plan.  Separate bookkeeping accounts shall be maintained under
this Plan with respect to amounts transferred from the FOBB Plan into this
Plan.  Such accounts shall distinguish between amounts that are
subject to Section 409A, and amounts that are not, and shall be treated as such
under this Plan.  Accounts transferred from the FOBB Plan to this Plan
shall be subject to the provisions of this Plan (including but not limited to
the distribution provisions of this Plan and not the FOBB Plan), including
separate treatment for amounts that are subject to Section 409A and amounts
that are not, to the extent applicable. 

     

    ARTICLE 3                                

     

    Deferral
Commitments/Employer Contributions/Crediting/Taxes

     

    3.1 Compensation
Deferrals.  For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, up to 100% of his or her Base
Annual Salary, Annual Bonus and/or Director’s Compensation, as the case may
be.  If no election is made, or if a Participant does not make a
timely election, the amount deferred shall be zero.  Notwithstanding
the foregoing, if a Participant first becomes a Participant after the first day
of a Plan Year, the maximum Annual Deferral Amount shall be limited to the
amount of compensation not yet earned by the Participant as of the date the
Participant submits a Plan Agreement and Election Form to the Committee for
acceptance. 

     

    3.2 Election
to Defer; Effect of Election Form.

     

    (a) General
Rules.  Except as provided below, a Participant must make his
or her deferral election as to a Plan Year no later than the applicable Deferral
Election Date and such election shall become irrevocable as of the last day of
such preceding Plan Year.

     

    (b) Subsequent
Plan Years.  For each succeeding Plan Year, a Participant may
revoke or make a new deferral election for the subsequent Plan Year, provided
that such election is made before the applicable Deferral Election
Date.  In the absence of the timely delivery of such a new Election
Form, the Election Form in effect at the end of the preceding Plan Year shall
constitute the Participant’s irrevocable deferral election for the succeeding
Plan Year.

     

    (c) Effect of
Short-Term Payout Election. Notwithstanding the foregoing, if a
Participant, pursuant to Section 4.1, elects a Short-Term Payout, such
election shall be effective for the subsequent Plan Year and shall render all of
a Participant’s prior deferral elections, if any, ineffective for subsequent
Plan Years. To defer compensation for subsequent Plan Years, the Participant
must submit a new Election Form. In the absence of the timely delivery of a new
Election Form, the Participant’s deferral amount shall be deemed to be zero for
the subsequent Plan Year and will remain zero for all subsequent Plan Years
unless and until he or she timely delivers a new Election Form to the
Committee.

     

    (d) Election
Form.  For the above elections to be valid, the Election Form
must be properly completed and signed by the Participant and timely delivered to
and accepted by the Committee.

     

    3.3 Withholding
of Annual Deferral Amounts.  For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld from each
regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted
from time to time for increases and decreases in Base Annual
Salary.  The Annual Bonus portion of the Annual Deferral Amount shall
be withheld at the time the Annual Bonus is or otherwise would be paid to the
Participant, whether or not this occurs during the Plan Year.  The
Director’s Compensation portion of the Annual Deferral Amount shall be withheld
at the time the Director’s Compensation is paid to the Participant, whether or
not this occurs during the Plan Year. 

     

    3.4 Employer
Contributions.  

     

    (a) Discretionary
Matching Contributions.  Each Employer, in its sole discretion,
may agree to contribute on behalf of a Participant (or Participants) who is an
Employee of that Employer a Matching Contribution with respect to the Plan
Year.  The amount of the Matching Contribution shall be determined in
relation to the Participant’s Annual Deferral Amount, or to such other
compensation that the Participant makes to any other plan of deferred
compensation.  For any Plan Year, Matching Contributions may be made
for some, but not all, Participants, and the amount of the Matching Contribution
may vary from Participant to Participant, all as determined by the Employer in
its sole discretion.  No earnings shall be credited on any Matching
Contributions until after such contributions are allocated to a Participant’s
Matching Contribution Account.

     

    (b) Discretionary
Employer Contributions.  Each Employer may, but is not required
to, contribute on behalf of a Participant who is an Employee of that Employer an
additional Employer Contribution.  For any Plan Year, Employer
Contributions may be made for some, but not all, Participants, and the amount of
the Employer Contribution may vary from Participant to Participant, all as
determined by the Employer in its sole discretion.  No earnings shall
be credited on any Employer Contributions until after such contributions are
allocated to a Participant’s Employer Contribution Account.

     

    3.5 Investment
of Trust Assets.  In the event that a Trust is established, the
Trustee of the Trust shall be authorized, upon written instructions received
from the Committee or investment manager appointed by the Committee, to invest
and reinvest the assets of the Trust in accordance with the applicable trust
agreement.

     

    3.6 Vesting.  A
Participant shall at all times be 100% vested in his or her Deferral Account,
Employer Contribution Account and Matching Contribution Account.

     

    3.7 Crediting/Debiting
of Account Balances.  In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in
its sole discretion, amounts shall be credited or debited to a Participant’s
Account Balance in accordance with the following rules:

     

    (a) Election
of Measurement Funds.  A Participant, in connection with his or
her initial deferral election in accordance with Section 3.2(a) above,
shall elect, on the Election Form, one or more Measurement Fund(s) (as described
in Section 3.7(c) below) to be used to determine the additional amounts to
be credited to his or her Account Balance.  A Participant shall elect,
by submitting an Election Form to the Committee that is accepted by the
Committee, the Measurement Fund(s) to be used to determine the additional
amounts to be credited to his or her Account Balance, or to change the portion
of his or her Account Balance allocated to each previously newly elected
Measurement Fund. Elections made in accordance with the previous sentence shall
be made no more frequently than daily and shall apply to the next day the New
York Stock Exchange is open (“Business Day”) in which the Participant
participates in the Plan and continue thereafter, unless changed in accordance
with the previous sentence.

     

    (b) Proportionate
Allocation.  In making any election described in
Section 3.7(a) above, the Participant shall specify on the Election Form,
in increments of one percent (1%), the percentage of his or her Account Balance
to be allocated to a Measurement Fund (as if the Participant was making an
investment in that Measurement Fund with that portion of his or her Account
Balance).

     

    (c) Measurement
Funds.  The Participant may elect one or more measurement
funds, based on such funds as are designated from time to time by Committee (the
“Measurement Funds”).  As necessary, the Committee may, in its
discretion, discontinue, substitute or add a Measurement Fund.  The
Committee shall give Participants advance written notice of any such
changes.

     

    (d) Crediting
or Debiting Method.  The performance of each elected
Measurement Fund (either positive or negative) will be determined by the
Committee, in its reasonable discretion, based on the performance of the
Measurement Funds themselves.  Each Business Day, a Participant’s
Account Balance shall be credited or debited based on the performance of each
Measurement Fund selected by the Participant, as determined by the Committee in
its sole discretion, as though (i) a Participant’s Account Balance were
invested in the Measurement Fund(s) selected by the Participant, in the
percentages applicable to such date, at the closing price on such date;
(ii) the portion of the Annual Deferral Amount that was actually deferred
during any payroll period was invested in the Measurement Fund(s) selected by
the Participant, in the percentages applicable to that date, no later than the
close of business on the fifth (5th) Business Day after the day on which such
amounts are actually deferred from the Participant’s Base Annual Salary through
reductions in his or her payroll, at the closing price on such date; and
(iii) any distribution made to a Participant that decreases such
Participant’s Account Balance ceased being invested in the Measurement Fund(s),
in the applicable percentages, no earlier than one Business Day prior to the
distribution, at the closing price on such date.  Any Employer
Contributions and/or Employer Matching Contributions shall be credited to a
Participant’s Employer Contribution Account and/or Matching Contribution
Account, as the case may be, no later than the end of the first calendar quarter
following the Plan Year to which such contributions relate. Despite the foregoing,
to the extent the other amounts described in this Article 3 are paid into
the Trust and the Trust assets are invested from time to time to reflect the
elections made by Participants pursuant to Section 3.7(a) above, then each
Participant’s Account Balance shall be debited or credited on the basis of the
actual investment gains or losses of the Trust in lieu of crediting of the gains
or losses in accordance with clauses (i), (ii) and (iii) above.

     

    (e) No Actual
Investment.  Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used
for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such
Measurement Fund.  In the event that the Company or the Trustee (as
that term is defined in the applicable trust agreement with the Trust), in its
own discretion, decides to invest funds in any or all of the Measurement Funds,
no Participant shall have any rights in or to such investments
themselves.  Without limiting the foregoing, a Participant’s Account
Balance shall at all times be a bookkeeping entry only and shall not represent
any investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the
Company.

     

    3.8 FICA and
Other Taxes.

     

    (a) Deferral
Account.  For each Plan Year in which an Annual Deferral Amount
is being withheld from a Participant, the Participant’s Employer(s) shall
withhold from that portion of the Participant’s Base Annual Salary, Annual Bonus
and Director’s Compensation that is not being deferred, in a manner determined
by the Employer(s), the Participant’s share of FICA and other employment taxes
on such Annual Deferral Amount.  If necessary, the Committee may
reduce the Annual Deferral Amount in order to comply with this
Section 3.8.

     

    (b) Matching
Contribution Account, Employer Contribution Account.  When a
Participant is credited with an Employer Contribution Amount or Matching
Contribution Amount in his or her Employer Contribution Account or Matching
Contribution Account, the Participant’s Employer(s) shall withhold from the
Participant’s Base Annual Salary and/or Annual Bonus that is not deferred, in a
manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such amount.  If necessary, the Committee may
reduce the Employer Contribution Account and/or Matching Contribution Account in
order to comply with this Section 3.8.

     

    (c) Distributions.  The
Participant’s Employer(s), or the trustee of the Trust, shall withhold from any
payments made to a Participant under this Plan all federal, state and local
income, employment and other taxes required to be withheld by the Employer(s),
or the trustee of the Trust, in connection with such payments, in amounts and in
a manner to be determined in the sole discretion of the Employer(s) and the
trustee of the Trust.

     

    ARTICLE 4                                

     

    Short-Term Payout;
Unforeseeable Financial Emergencies

     

    4.1 Short-Term
Payout.  In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a future
Short-Term Payout from the Plan with respect to such Annual Deferral
Amount.  Subject to the Deduction Limitation and Section 4.2, the
Short-Term Payout shall be a lump sum payment in an amount that is equal to the
Annual Deferral Amount plus amounts credited or debited in the manner provided
in Section 3.8 above on that amount, determined at the time that the
Short-Term Payout becomes payable.  Subject to the Deduction
Limitation and the other terms and conditions of this Plan, each Short-Term
Payout elected shall be paid out on the applicable Benefit Payment
Date.  By way of example, if a five-year Short-Term Payout is elected
for an Annual Deferral Amount deferred in the Plan Year commencing
January 1, 2009, the five-year Short-Term Payout would become payable
during the 60-day period commencing January 1, 2015.  For
purposes of this Section 4.1, “Participant” shall not include
Directors.

     

    4.2 Other
Benefits Take Precedence Over Short-Term.  Should an event
occur that triggers payment of a Separation from Service Benefit under
Article 5, any Annual Deferral Amount, plus amounts credited or debited
thereon, that is subject to a Short-Term Payout election under Section 4.1
shall not be paid in accordance with Section 4.1 but shall be paid in
accordance with Article 5.

     

    4.3 Withdrawal
Payout/Suspensions for Unforeseeable Financial Emergencies.  If
the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or full
payout from the Plan.  The payout shall not exceed the lesser of the
Participant’s Account Balance, calculated as if such Participant were receiving
a Separation from Service Benefit, or the amount reasonably needed to satisfy
the Unforeseeable Financial Emergency.  If, subject to the sole
discretion of the Committee, the petition for a deferral suspension and/or
payout is approved, the deferral suspension shall take effect upon the date of
approval and any payout shall be made within 60 days of the date of
approval.  The payment of any amount under this Section 4.3 shall
be subject to the Deduction Limitation.

     

    ARTICLE 5                                

     

    Separation from Service
Benefit

     

    5.1 Separation
from Service Benefit.  Subject to Section 5.2 and the Deduction
Limitation:

     

    (a) A
Participant who is an Employee and experiences a Separation from Service shall
receive, as a Separation from Service Benefit, his or her Employee Deferral
Account, Matching Contribution Account and Employer Contribution Account on the
Benefit Payment Date.

     

    (b) A
Participant who is a Director and experiences a Separation from Service shall
receive, as a Separation from Service Benefit, his or her Director Deferral
Account on the Benefit Payment Date.

     

    5.2 Payment
of Separation from Service Benefit.  

     

    (a) A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect whether to receive payment of the Separation from Service
Benefit in (i) a lump sum, (ii) 60 monthly installments, or (iii) 120 monthly
installments. Monthly installments shall be paid pursuant to the Monthly
Installment Method.  Such election shall be made no later than the
applicable Deferral Election Date and shall be irrevocable.

     

    (b) If a
Participant, in connection with his or her commencement of participation in the
Plan, elects payment of his Separation from Service Benefit in monthly
installments, the Participant may elect whether, in the event of his death
before all such installment payments are made, his Beneficiary should receive
his remaining Account Balance in (i) installment payments over the remaining
number of months and in the same amounts as the benefit would have been paid to
the Participant had the Participant survived, or (ii) a lump
sum.   Such election shall be made no later than the applicable
Deferral Election Date.

     

    (c) If a
Participant does not make any election with respect to the payment of the
Separation from Service Benefit, then such benefit shall be payable in a lump
sum to be paid on the Benefit Payment Date.

     

    (d) Notwithstanding
the provisions of Sections 5.2(a) and (b) above, if the Participant’s Account
Balance is less than the dollar limitation in effect under Code section 402(g)
at the time of Separation from Service, payment of the Account Balance shall be
made in a lump sum no later than 30 days after the last day of the calendar
quarter in which the Participant experiences the Separation from Service;
provided, however, that payment of the Account Balance to a Participant who is
also a Specified Employee shall be made pursuant to Section
1.7(c).  Any payment made shall be subject to the Deduction
Limitation.

     

    ARTICLE 6                                

     

    Disability
Waiver

     

    6.1 Waiver of
Deferral. A Participant who suffers from a Disability may petition the
Committee to be excused from fulfilling that portion of the Annual Deferral
Amount commitment that would otherwise have been withheld from the Participant’s
Base Annual Salary, Annual Bonus or Director’s Compensation for the Plan Year
during which the Participant first suffers a Disability.  Such
petition must be submitted by the 15th day of the third month following the date
the participant becomes Disabled. The suspension shall take effect upon the date
the petition is approved by the Committee. During the period of Disability, the
Participant shall not be allowed to make any additional deferral elections but
will continue to be considered a Participant for all other purposes of this
Plan.

     

    (a) Return to
Work. If a Participant returns to employment with an Employer after a
Disability ceases, the Participant may elect to defer an Annual Deferral Amount
for the Plan Year following his or her return to employment or service and for
every Plan Year thereafter while a Participant in the Plan; provided such
deferral elections are otherwise allowed and an Election Form is delivered to
and accepted by the Committee for each such election in accordance with
Section 3.2 above.

     

    ARTICLE 7                                

     

    Elections Relating to
Employer Contributions; 409A Transition Elections

     

    7.1 Timing of
Election.  If an individual initially becomes a Participant
solely as a result of the crediting of an Annual Employer Contribution Amount,
such Participant shall make the appropriate elections relating to the
distribution of such Amounts within 30 days after the end of the Plan Year with
respect to which such Annual Employer Contribution Amount is
credited.

     

    7.2 409A
Transition Elections.  Notwithstanding anything in this Plan to
the contrary, effective through December 31, 2008, a Participant may make new
distribution elections with respect to benefits other than Grandfathered
Benefits; provided that any such elections may apply only to benefits that would
not otherwise be payable in 2008 and may not cause a benefit to be paid in 2008
that would not otherwise be payable in 2008.  No election under this
Section 7.2 shall violate any constructive receipt or other tax rule that would
result in the acceleration of taxation of benefits.

     

    ARTICLE 8                                

     

    Beneficiary
Designation

     

    8.1 Beneficiary.  Each
Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits
payable under the Plan to a beneficiary upon the death of a
Participant.  The Beneficiary designated under this Plan may be the
same as or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.

     

    8.2 Beneficiary
Designation.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form and
returning it to the Committee or its designated agent.  A Participant
shall have the right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary Designation Form and the
Committee’s rules and procedures, as in effect from time to time.  If
the Participant names someone other than his or her spouse as a Beneficiary, a
spousal consent, in the form designated by the Committee, must be signed by that
Participant’s spouse and returned to the Committee. Upon the acceptance by the
Committee of a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled.  The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.

     

    8.3 Acknowledgment.  No
designation or change in designation of a Beneficiary shall be effective until
received and acknowledged in writing by the Committee.

     

    8.4 No
Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided under this Article 8 or, if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant’s benefits, then the Participant’s designated Beneficiary shall be
deemed to be his or her surviving spouse.  If the Participant has no
surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the
Participant’s estate.

     

    8.5 Doubt as
to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.

     

    8.6 Discharge
of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the Committee
from all further obligations under this Plan with respect to the Participant,
and that Participant’s Plan Agreement shall terminate upon such full payment of
benefits.

     

    ARTICLE 9                                

     

    Leave of
Absence

     

    9.1 Paid
Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with
Section 3.3.

     

    9.2 Unpaid
Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Participant shall be excused from making
deferrals until the earlier of the date the leave of absence expires or the
Participant returns to paid employment status.  Upon such expiration
or return, deferrals shall resume for the remaining portion of the Plan Year in
which the expiration or return occurs, based on the deferral election, if any,
made for that Plan Year.  If no election was made for that Plan Year,
no deferral shall be withheld.

     

    ARTICLE 10                                

     

    Termination, Amendment or
Modification

     

    10.1 Termination.  

     

    (a) Although
all the Employers anticipate that the Plan will continue for an indefinite
period of time, there is no guarantee that the Plan will not terminate at any
time in the future.  Accordingly, the Employers reserve the right to
terminate the Plan at any time by action of each Employer’s board of
directors.

     

    (b) Upon
termination of the Plan, the Plan Agreements of the Participants shall terminate
and their Account Balances shall be distributed in a lump sum. The termination
of the Plan shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan as of the date of
termination; provided, however, that upon Plan termination, each Employer shall
accelerate installment payments without a premium or prepayment penalty by
paying the Account Balance in a lump sum.  Notwithstanding the
foregoing, distributions shall not be made in connection with the termination of
the Plan unless all the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix) are
satisfied.  After a Change in Control, the effect of termination of
the Plan shall be governed by Section 10.3 below.

     

    10.2 Amendment.  Subject
to Section 10.3 below relating to amendments made after a Change in
Control, any Employer may, at any time, amend or modify the Plan in whole or in
part with respect to that Employer by the action of its board of directors;
provided, however, that: (i) no amendment or modification shall be
effective to decrease or restrict the value of a Participant’s Account Balance
in existence at the time the amendment or modification is made, calculated as if
the Participant had experienced a Separation from Service as of the effective
date of the amendment or modification; and (ii) no amendment or
modification of this Section 10.2 or Section 11.2 of the Plan shall be
effective.  Such amendment or modification of the Plan shall not
affect any Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or
modification.

     

    10.3 Effect of
Change in Control.  Despite the provisions of
Sections 10.1 and 10.2 above, following a Change in Control, the provisions
of this Plan or any Participant’s Plan Agreement may not be amended or
terminated in any manner with respect to a Participant or Beneficiary if such
amendment or termination would have an adverse effect in any way upon the
computation or amount of or entitlement to benefits of such Participant or
Beneficiary under the Plan as in effect immediately prior to the Change in
Control, including, but not limited to, any adverse change in or to the
crediting or debiting of amounts to the Account Balances or the time or manner
of payment of the Account Balances to any Participant or Beneficiary, unless the
Participant or Beneficiary has given written consent to such amendment or
termination.  An “adverse change” for purposes of this
Section 10.3 shall include, but not be limited to, any acceleration of the
payment of the Account Balances payable to the Participant or Beneficiary or a
change in the composition of the risk and return characteristics represented by
the available Measurement Funds or the Participant’s or Beneficiary’s ability to
allocate his or her Account Balances among such Measurement Funds.

     

    10.4 Plan
Agreement.  Despite the provisions of Sections 10.1 and
10.2 above, if a Participant’s Plan Agreement contains benefits or limitations
that are not in this Plan document, the Employer may amend or terminate such
provisions only with the consent of the Participant.

     

    10.5 Effect of
Payment.  The full payment of the applicable benefit under
Articles 4 or 5 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan, and the
Participant’s Plan Agreement shall thereafter terminate.

     

    ARTICLE 11                                

     

    Administration

     

    11.1 Committee
Duties.  Except as otherwise provided in this Article 11,
this Plan shall be administered by a Committee that shall consist of the Board,
or such committee as the Board shall appoint.  Members of the
Committee may be Participants under this Plan.  The Committee shall
also have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of this
Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the
Plan.  Any individual serving on the Committee who is a Participant
shall not vote or act on any matter relating solely to himself or
herself.  When making a determination or calculation, the Committee
shall be entitled to rely on information furnished by a Participant or the
Company.

     

    11.2 Agents.
In the administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit (including
acting through a duly appointed representative) and may from time to time
consult with counsel who may be counsel to any Employer.

     

    11.3 Indemnity
of Committee.  All Employers shall indemnify and hold harmless
the members of the Committee, and any Employee to whom the duties of the
Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of willful misconduct by the Committee any of
its members or any such Employee.

     

    11.4 Employer
Information.  To enable the Committee to perform its functions,
the Company and each Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of its Participants, the
date and circumstances of the Disability or Separation from Service of its
Participants and such other pertinent information as the Committee may
reasonably require.

     

    ARTICLE 12                                

     

    Other Benefits and
Agreements

     

    12.1 Coordination
with Other Benefits.  The benefits provided for a Participant
and Participant’s Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Participant’s Employer.  The Plan shall supplement
and shall not supersede, modify or amend any other such plan or program except
as may otherwise be expressly provided.

     

    ARTICLE 13                                

     

    Claims
Procedures

     

    13.1 Presentation
of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may
deliver to the Committee or its designated agent a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan.  If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within 60 days after such
notice was received by the Claimant.  All other claims must be made
within 180 days of the date on which the event that caused the claim to arise
occurred.  The claim must state with particularity the determination
desired by the Claimant.

     

    13.2 Notification
of Decision.  The Committee shall consider a Claimant’s claim
within a reasonable time and shall notify the Claimant in writing:

     

    (a) that the
Claimant’s requested determination has been made and that the claim has been
allowed in full; or

     

    (b) that the
Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:

     

    (i) the
specific reason(s) for the denial of the claim, or any part of it;

     

    (ii) specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;

     

    (iii) a
description of any additional material or information necessary for the Claimant
to perfect the claim, and an explanation of why such material or information is
necessary; and

     

    (iv) an
explanation of the claim review procedure set forth in Section 13.3
below.

     

    13.3 Review of
a Denied Claim.  Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a Claimant (or
the Claimant’s duly authorized representative) may file with the Committee
a written request for a review of the denial of the
claim.  Thereafter, but not later than 30 days after the review
procedure has begun, the Claimant (or the Claimant’s duly authorized
representative):

     

    (a) may
review pertinent documents;

     

    (b) may
submit written comments or other documents; and/or

     

    (c) may
request a hearing, which the Committee, in its sole discretion, may
grant.

     

    13.4 Decision
on Review.  The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request for
review of the denial, unless a hearing is held or other special circumstances
require additional time, in which case the Committee’s decision must be rendered
within 120 days after such date.  Such decision must be written in a
manner calculated to be understood by the Claimant, and it must
contain:

     

    (a) specific
reasons for the decision;

     

    (b) specific
reference(s) to the pertinent Plan provisions upon which the decision was based;
and

     

    (c) such
other matters as the Committee deems relevant.

     

    13.5 Legal
Action.  A Claimant’s compliance with the foregoing provisions
of this Article 13 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under this
Plan.

     

    ARTICLE 14                                

     

    Trust

     

    14.1 Establishment
of the Trust.  The Company may establish a Trust to hold assets
in connection with this Plan. In the event that a Trust is established, each
Employer shall transfer over to the Trust such assets as the Employer
determines, in its sole discretion, are necessary to provide, on a present-value
basis, for its respective future liabilities created with respect to the Annual
Deferral Amounts, Annual Employer Contribution Amounts and Matching Contribution
Amounts for such Employer’s Participants for all periods prior to the transfer,
as well as any debits and credits to the Participants’ Account Balances for all
periods prior to the transfer, taking into consideration the value of the assets
in the trust at the time of the transfer.

     

    14.2 Interrelationship
of the Plan and the Trust.  The provisions of the Plan and the
Plan Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and creditors of the Employers to the
assets transferred to the Trust.  Each Employer shall at all times
remain liable to carry out its obligations under the Plan.

     

    14.3 Distributions
From the Trust.  Each Employer’s obligations under the Plan may
be satisfied with Trust assets distributed pursuant to the terms of the Trust,
and any such distribution shall reduce the Employer’s obligations under this
Plan.

     

    ARTICLE 15                                

     

    Miscellaneous

     

    15.1 Status of
Plan.  The Plan is intended to be a plan that is not qualified
within the meaning of Code section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA sections 201(2), 301(a)(3) and
401(a)(1).  In all respects, the Plan is intended to comply with the
requirements of Code section 409A and all regulations issued
thereunder.  The Plan shall be administered and interpreted to the
extent possible in a manner consistent with that intent.

     

    15.2 Unsecured
General Creditor.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer.  For purposes of the
payment of benefits under this Plan, any and all of an Employer’s assets shall
be, and remain, the general, unpledged unrestricted assets of the
Employer.  An Employer’s obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the
future.

     

    15.3 Employer’s
Liability.  An Employer’s liability for the payment of benefits
shall be defined only by the Plan and the Plan Agreement, as entered into
between the Employer and a Participant.  An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and his or her Plan Agreement.

     

    15.4 Nonassignability.  Neither
a Participant nor any other person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are expressly declared to be, unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.

     

    15.5 Not a
Contract of Employment.  The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any Employer
and the Participant.  Such employment is hereby acknowledged to be an
“at-will” employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement.  Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the
service of any Employer as an Employee, or to interfere with the right of any
Employer to discipline or discharge the Participant at any time.

     

    15.6 Furnishing
Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as the
Committee may deem necessary.

     

    15.7 Terms.  Whenever
any words are used herein in the masculine, they shall be construed as though
they were in the feminine in all cases where they would so apply; and whenever
any words are used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply.

     

    15.8 Captions.  The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

     

    15.9 Governing
Law.  Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Illinois without regard to its conflicts of laws principles.

     

    15.10 Notice.  Any
notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered
or certified mail, to the address below:

     

    Executive
Vice President- Administration

    MB
Financial, Inc.

    6111
North River Road

    Rosemont,
IL 60018

     

    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.

     

    Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of the Participant.

     

    15.11 Successors.  The
provisions of this Plan shall bind and inure to the benefit of the Participant’s
Employer and its successors and assigns and the Participant and the
Participant’s designated Beneficiaries.  The Company shall require any
successor or assignee to expressly and unconditionally assume and agree to
perform or cause to be performed each Employer’s obligations
hereunder.  In addition, the Company shall require the ultimate parent
entity of any successor or assignee to expressly guaranty the prompt performance
by such successor or assignee.

     

    15.12 Spouse’s
Interest.  The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall automatically pass to
the Participant and shall not be transferable by such spouse in any manner,
including but not limited to such spouse’s will, nor shall such interest pass
under the laws of intestate succession.

     

    15.13 Validity.  In
case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, and this
Plan shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein.

     

    15.14 Incompetent.  If
the Committee determines in its discretion that a benefit under this Plan is to
be paid to a minor, a person declared incompetent or a person incapable of
handling the disposition of that person’s property, the Committee may direct
payment of such benefit to the guardian, legal representative or person having
the care and custody of such minor, incompetent or incapable
person.  The Committee may require proof of minority, incompetence,
incapacity or guardianship, as it may deem appropriate, prior to distribution of
the benefit.  Any payment of a benefit shall be a payment for the
account of the Participant and the Participant’s Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Plan for such
payment amount.

     

    15.15 Court
Order.  The Committee is authorized to make any payments
directed by court order in any action in which the Plan or the Committee has
been named as a party.  In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s benefits under the Plan to that spouse or
former spouse. 

     

    15.16 Distribution
in the Event of Taxation.

     

    (a) In
General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in Control,
or the trustee of the Trust after a Change in Control, for a distribution of
that portion of his or her benefit that has become taxable.  Upon the
grant of such a petition, which grant shall not be unreasonably withheld (and,
after a Change in Control, shall be granted), a Participant’s Employer shall
distribute to the Participant immediately available funds in an amount equal to
the taxable portion of his or her benefit (which amount shall not exceed a
Participant’s unpaid Account Balance under the Plan).  If the petition
is granted, the tax liability distribution shall be made within 90 days of the
date when the Participant’s petition is granted.  Such a distribution
shall affect and reduce the benefits to be paid under this Plan.

     

    (b) Trust.  If
the Trust terminates in accordance with its terms and benefits are distributed
from the Trust thereunder to a Participant, the Participant’s benefits under
this Plan shall be reduced to the extent of such distributions.

     

    15.17 Insurance.  The
Employers, on their own behalf or on behalf of the trustee of the Trust, and, in
their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may
choose.  The Employers or the trustee of the Trust, as the case may
be, shall be the sole owner and beneficiary of any such
insurance.  The Participant shall have no interest whatsoever in any
such policy or policies and at the request of the Employers shall submit to
medical examinations and supply such information and execute such documents as
may be required by the insurance company or companies to whom the Employers have
applied for insurance.

     

    15.18 Legal
Fees to Enforce Rights After Change in Control.  In the event
of a Change in Control, the Company shall pay all reasonable legal fees, costs
and expenses incurred by a Participant or Beneficiary in enforcing any provision
of this Plan or as a result of the Company’s or any Employer’s contesting the
validity, enforceability or interpretation of this Plan.  Such payment
shall be made within 30 days after the Participant or Beneficiary submits in
writing a request for payment accompanied with such evidence of fees and
expenses incurred by the Participant or Beneficiary. In no case will a payment
under this Section 15.18 be made after December 31 of the year following the
year in which the Participant or Beneficiary incurred such fees and
expenses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has signed this Plan document as of
December ___, 2008.

     

    
      	 
      	
              MB FINANCIAL,
      INC.

               

               

              By:

              Title:                                                                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
A

     

    The
following provisions govern the distribution of benefits that were earned and
vested as of December 31, 2004 (including any earnings thereon).  The
provisions of this Appendix A mirror the Plan provisions effective as of
December 31, 2004 and should be interpreted accordingly.

     

    A.1.  Definitions

     

    (a) “Account
Balance” shall mean a Participant’s vested interest in the Plan as of December
31, 2004.

     

    (b) “Disability”
shall mean a period of disability during which a Participant qualifies for
permanent disability benefits under the Participant’s Employer’s long-term
disability plan, or, if a Participant does not participate in such a plan, a
period of disability during which the Participant would have qualified for
permanent disability benefits under such a plan had the Participant been a
participant in such a plan, as determined in the sole discretion of the
Committee.  If the Participant’s Employer does not sponsor such a
plan, or discontinues to sponsor such a plan, Disability shall be determined by
the Committee in its sole discretion.

     

    (c) “Retirement,”
“Retire(s)” or “Retired” shall mean severance from employment from all Employers
for any reason other than a leave of absence, death or Disability on or after
the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five
(55) with ten (10) years of service.

     

    (d) “Termination
of Employment” or “Termination” shall mean the severing of employment with all
Employers, voluntarily or involuntarily, for any reason other than Disability,
death or an authorized leave of absence.

     

    (e) “Unforeseeable
Financial Emergency” shall mean an unanticipated emergency that is caused by an
event beyond the control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, (ii) a loss of the Participant’s property due to casualty or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.  A distribution will be deemed to be
on account of an Unforeseeable Financial Emergency if the distribution is on
account of:

     

    (i) Unreimbursed
medical expenses (as defined in Code section 213(d)) and amounts necessary
to obtain medical care for the Participant, the Participant’s spouse or any
dependent;

     

    (ii) the
purchase of the Participant’s principal residence (but not ongoing mortgage
payments);

     

    (iii) tuition
and related educational fees for the immediately forthcoming twelve (12) month
period of post-secondary education for the Participant, his spouse or
dependents; or

     

    (iv) the need
to prevent eviction from or foreclosure on a Participant’s principal
residence.

     

    Terms
used in this Appendix but not defined above shall be defined under the terms of
the Plan in effect as of December 31, 2004.

     

    A.2.  Distribution
of Benefits

     

    (a) Withdrawal
Payout/Suspensions for Unforeseeable Financial Emergencies.  If
the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to receive a partial or full payout
from the Plan.  The payout shall not exceed the lesser of the
Participant’s Account Balance, calculated as if such Participant were receiving
a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency.  If, subject to the sole discretion
of the Committee, the petition for payout is approved, any payout shall be made
within 60 days of the date of approval.  The payment of any amount
under this Section A.2(a) shall be subject to the Deduction
Limitation.

     

    (b) Withdrawal
Election.  A Participant (or, after a Participant’s death, his
or her Beneficiary) may elect, at any time, to withdraw all of his or her
Account Balance, calculated as if there had occurred a Termination of Employment
as of the day of the election, less a withdrawal penalty equal to 10% of such
amount (the net amount shall be referred to as the “Withdrawal
Amount”).  This election can be made at any time, before or after
Retirement, Disability, death or Termination of Employment, and whether or not
the Participant (or Beneficiary) is in the process of being paid pursuant to an
installment payment schedule.  If made before Retirement, Disability
or death, a Participant’s Withdrawal Amount shall be his or her Account Balance
calculated as if there had occurred a Termination of Employment as of the day of
the election.  No partial withdrawals of the Withdrawal Amount shall
be allowed.  The Participant (or his or her Beneficiary) shall make
this election by giving the Committee advance written notice of the election in
a form determined from time to time by the Committee.  The Participant
(or his or her Beneficiary) shall be paid the Withdrawal Amount within 60 days
of his or her election.  The payment of the Withdrawal Amount shall be
subject to the Deduction Limitation.

     

    (c) Retirement
Benefit.  Subject to the
Deduction Limitation, a Participant who Retires shall receive as a Retirement
Benefit his or her Account Balance.

     

    (i) Payment of Retirement
Benefit.  The Committee, in its sole and unrestricted
discretion, but taking into account any election made by the Participant, shall
determine whether the Participant will receive distribution of all amounts
payable to him under this paragraph, in a lump sum, in installments over 60
months or in installments over 120 months. The Participant may change his
elected form of payment by submitting an Election Form to that effect which is
accepted by the Committee at least twelve (12) months prior to his or her
Retirement Date. Installment payments shall be calculated and paid pursuant to
the Monthly Installment Method. The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the date of the
Participant’s Retirement.  Also, the Committee, in its sole and
unrestricted discretion, but taking into account any request made by the
Participant, shall determine whether the lump-sum payment shall be in cash or in
kind.  Payment shall be made no later than 60 days after the date of
the Participant’s Retirement.  Any payment made shall be subject to
the Deduction Limitation.

     

    (ii) Death Prior to Entire
Payment of Retirement Benefit.  If a Participant dies after
Retirement but before the Retirement Benefit is paid in full, the Participant’s
unpaid Retirement Benefit payments shall continue and shall be paid to the
Participant’s Beneficiary (i) over the remaining number of months and in
the same amounts as that benefit would have been paid to the Participant had the
Participant survived, or (ii) in a lump sum, if requested by the
Beneficiary and allowed in the sole discretion of the Committee, that is equal
to the Participant’s unpaid remaining Account Balance.  Payment shall
be payable either in cash or in-kind, as determined in the sole discretion of
the Committee, taking into account any request made by the
Beneficiary.

     

    (d) Pre-Retirement Survivor
Benefit.  Subject to the Deduction Limitation, the
Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal
to the Participant’s Account Balance if the Participant dies before he or she
Retires, experiences a Termination of Employment or suffers a
Disability.

     

    (i) Payment of Pre-Retirement
Survivor Benefit.  The Committee, in its sole and unrestricted
discretion, but taking into account any election made by the Participant, shall
determine whether the Participant will receive distribution of all amounts
payable to him under this paragraph, in a cash lump sum, in installments over 60
months or in installments over 120 months. Installment payments shall be
calculated and paid pursuant to the Monthly Installment Method. The lump sum
payment shall be made, or installment payments shall commence, no later than 60
days after the date the Committee is provided with proof that is satisfactory to
the Committee of the Participant’s death.  Also, the Committee, in its
sole and unrestricted discretion, but taking into account any request made by
the Beneficiary, shall determine whether the lump-sum payment shall be in cash
or in kind.  Any payment made shall be subject to the Deduction
Limitation.

     

    (e) Termination
Benefit.  Subject to the Deduction Limitation, the Participant
shall receive a Termination Benefit, which shall be equal to the Participant’s
Account Balance, if a Participant experiences a Termination of Employment prior
to his or her Retirement, death or Disability.

     

    (i) Payment of Termination
Benefit.  The Committee, in its sole and unrestricted
discretion, but taking into account any election made by the Participant, shall
determine whether the Participant will receive distribution of all amounts
payable to him under this paragraph, in a lump sum, in installments over 60
months or in installments over 120 months. The Participant may change his
elected form of payment by submitting an Election Form to that effect which is
accepted by the Committee at least twelve (12) months prior to his or her
Retirement Date. Installment payments shall be calculated and paid pursuant to
the Monthly Installment Method.  The lump sum payment shall be made,
or installment payments shall commence, no later than 60 days after the date of
the Participant’s Retirement.  Also, the Committee, in its sole and
unrestricted discretion, but taking into account any request made by the
Participant, shall determine whether the lump sum payment shall be in cash or in
kind.  Payment shall be made no later than 60 days after the date of
the Participant’s Termination of Employment.  Any payment made shall
be subject to the Deduction Limitation.  Should the Participant die
before payment of his entire Termination Benefit, Section 5.2 of the Plan
shall apply.

     

    (f) Disability Waiver and
Benefit.

     

    (i) Disability
Benefit.  A Participant suffering a Disability shall, for
benefit purposes under this Plan, continue to be considered to be employed and
shall be eligible for the benefits provided in (a)-(e)
above.  Notwithstanding the above, the Committee shall have the right
to, in its sole and absolute discretion and for purposes of this Plan only, and
must in the case of a Participant who is otherwise eligible for Retirement, deem
the Participant to have experienced a Termination of Employment, or in the case
of a Participant who is eligible for Retirement, to have attained (or reached)
Retirement, at any time (or in the case of a Participant who is eligible for
Retirement, as soon as practicable) after such Participant is determined to be
suffering a Disability, in which case the Participant shall receive a Disability
Benefit equal to his or her Account Balance at the time of the Committee’s
determination; provided, however, that should the Participant otherwise have
been eligible for Retirement, he or she shall be paid in accordance with (c)
above.  The Disability Benefit shall be paid in a lump sum within 60
days of the Committee’s exercise of such right.  Any payment made
shall be subject to the Deduction Limitation.

     

    (g) Court
Order.  The Committee is authorized to make any payments
directed by court order in any action in which the Plan or the Committee has
been named as a party.  In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s benefits under the Plan to that spouse or
former spouse.

     

    (h) Distribution
in the Event of Taxation.

     

    (i) In
General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in Control,
or the trustee of the Trust after a Change in Control, for a distribution of
that portion of his or her benefit that has become taxable.  Upon the
grant of such a petition, which grant shall not be unreasonably withheld (and,
after a Change in Control, shall be granted), a Participant’s Employer shall
distribute to the Participant immediately available funds in an amount equal to
the taxable portion of his or her benefit (which amount shall not exceed a
Participant’s unpaid Account Balance under the Plan).  If the petition
is granted, the tax liability distribution shall be made within 90 days of the
date when the Participant’s petition is granted.  Such a distribution
shall affect and reduce the benefits to be paid under this Plan.

     

    (ii) Trust.  If
the Trust terminates in accordance with Section 3.6(e) of the Trust, and
benefits are distributed from the Trust to a Participant in accordance with that
Section, the Participant’s benefits under this Plan shall be reduced to the
extent of such distributions.

     

    (i) Termination
of Participation Benefit. If the Committee determines in good faith that
a Participant no longer qualifies as a member of a select group of management or
highly compensated employees, as membership in such group is determined in
accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or is no
longer a director, the Committee shall have the right, in its sole discretion
immediately distribute the Participant’s then Account Balance as a Termination
Benefit to the Participant.