exhibit10_1.htm


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT (this "Agreement") is made and entered into as of this 14th day
      of December, 2007, by and between MB Financial, Inc. (the “Corporation") and
      Mitchell Feiger (the "Executive").

     

     

    WHEREAS,
      the Executive is the President and Chief Executive Officer of the Corporation
      and is a party to a written employment agreement with the Corporation dated
      March 19, 2003 (the “2003 Employment Agreement”);

     

     

    WHEREAS,
      the parties believe it is in their respective best interests to enter into
      this
      Agreement in replacement of the 2003 Employment Agreement; and

     

     

    WHEREAS,
      the Organization and Compensation Committee of the Board of Directors (the
      “Committee”) and the Board of Directors of the Corporation (the “Board of
      Directors”) has approved and authorized the execution of this Agreement with the
      Executive.

     

     

    NOW
      THEREFORE, in consideration of the foregoing and of the respective covenants
      and
      agreements of the parties herein, it is AGREED as follows:

     

    1.  Definitions.

     

    (a)  The
      term
“Change in Control” means (1) any Person is or becomes the Beneficial Owner
      directly or indirectly of securities of the Corporation or the MB Financial
      Bank, National Association (the “Bank”) representing 35% or more of the combined
      voting power of the Corporation’s or the Bank’s outstanding securities entitled
      to vote generally in the election of directors; (2) individuals who were members
      of the Board of Directors 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 of Directors subsequent to the
      Effective Date (a) whose appointment as a director by the Board of Directors
      was
      approved by a vote of at least three-quarters of the directors comprising the
      Incumbent Board, or (b) whose nomination for election as a member of the Board
      of Directors by the Corporation’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; (3) consummation
      of
      a plan of reorganization, merger or consolidation involving the Corporation
      or
      the Bank or the securities of either, other than (a) in the case of the
      Corporation, a transaction at the completion of which the stockholders of the
      Corporation immediately preceding completion of the transaction hold more than
      60% of the outstanding securities of the resulting entity entitled to vote
      generally in the election of its directors or (b) in the case of the Bank,
      a
      transaction at the completion of which the Corporation holds more than 50%
      of
      the outstanding securities of the resulting institution entitled to vote
      generally in the election of its directors; (4) consummation of a sale or other
      disposition to an unaffiliated third party or parties of all or substantially
      all of the assets of the Corporation or the Bank or approval by the stockholders
      of the Corporation or the Bank of a plan of complete liquidation or dissolution
      of the Corporation or the Bank; provided that for purposes of clause (1),
      the term “Person” shall not include the Corporation, any employee benefit plan
      of the Corporation or the Bank, or any corporation or other entity owned
      directly or indirectly by the stockholders of the Corporation in substantially
      the same proportions as their ownership of stock of the
      Corporation.  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 Corporation or the
      Bank 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.

     

    (b)  The
      term
      "Date of Termination" means the date upon which the Executive's employment
      with
      the Corporation ceases, as specified in a notice of termination pursuant to
      Section 9 hereof; provided, that “termination,” “termination of employment” and
“Date of Termination” as used herein are intended to mean a termination of
      employment which constitutes a “separation from service” under Code Section 409A
      determined without regard to Executive’s service as a member of the Board of
      Directors or of the board of directors of any subsidiary of the
      Corporation.

     

    (c)  Subject
      to the remainder of this Section 1(c), the term "Involuntary Termination" means
      the termination of the employment of the Executive (i) by the Corporation
      without his express written consent; (ii) by the Executive by reason of a
      material diminution of or interference with his duties, responsibilities or
      benefits, including (without limitation) any of the following actions unless
      consented to in writing by the Executive: (1) a requirement that the Executive
      be based at any place other than Chicago, Illinois, or within a radius of 35
      miles from the location of MB Financial Center at 6111 North River Road,
      Rosemont, Illinois, except for reasonable travel on Corporation or Bank
      business; (2) a material demotion of the Executive; (3) a material reduction
      in
      the number or seniority of personnel reporting to the Executive or a material
      reduction in the frequency with which, or in the nature of the matters with
      respect to which such personnel are to report to the Executive, other than
      as
      part of a Corporation and Bank-wide reduction in staff; (4) a reduction in
      the
      Executive's salary or a material adverse change in the Executive's perquisites,
      benefits, contingent benefits or vacation, other than as part of an overall
      program applied uniformly and with equitable effect to all members of the senior
      management of the Corporation and the Bank; (5) a material permanent increase
      in
      the required hours of work or the workload of the Executive beyond what is
      expected of comparably situated chief executive officers performing
      substantially the same duties;  (6) the failure of the Board of
      Directors (or board of directors of any successor of the Corporation including
      its ultimate parent company) to elect the Executive as President and Chief
      Executive Officer of the Corporation (or any successor of the Corporation
      including its ultimate parent company) or any action by the Board of Directors
      (or a board of directors of a successor of the Corporation including its
      ultimate parent company) removing him from such office; or (7) failure of the
      Corporation to obtain an assumption agreement from a successor as required
      by
      Section 12(a) hereof;  or  (iii) by the Executive within 90
      days after he receives written notice from the Corporation pursuant to Section
      2
      hereof that the term of this Agreement will not be extended (a ”Non-Extension
      Termination”).  The term "Involuntary Termination" does not include
      Termination for Cause, termination of employment due to death or disability
      or
      termination pursuant to Section 7(g) of this Agreement, or suspension or
      temporary or permanent prohibition from participation in the conduct of the
      Bank's affairs under Section 8 of the Federal Deposit Insurance Act. The term
      “Involuntary Termination” does not include the resignation by the Executive for
      the reasons set forth in clauses (ii) and (iii) above, unless the notice
      provisions set forth in Section 9 are satisfied.

     

    (d)  The
      terms
      "Termination for Cause" and "Terminated For Cause" mean termination of the
      employment of the Executive with the Corporation and the Bank because of the
      Executive's willful misconduct, breach of a fiduciary duty involving personal
      profit, repeated failure to perform stated duties (after written notice and
      reasonable opportunity to cure), willful violation of any law, rule, or
      regulation (other than traffic violations or similar offenses) or final
      cease-and-desist order issued by a federal banking regulator, or (except as
      provided below) material breach of any provision of this Agreement (after
      written notice and reasonable opportunity to cure).  No act or failure
      to act by the Executive shall be considered willful unless the Executive acted
      or failed to act in bad faith and without a reasonable belief that his action
      or
      failure to act was in the best interest of the Corporation or the
      Bank.  The Executive shall not be deemed to have been Terminated for
      Cause unless and until there shall have been delivered to the Executive a copy
      of a resolution, duly adopted by the affirmative vote of not less than a
      majority of the entire membership of the Board of Directors at a meeting of
      the
      Board duly called and held for such purpose (after reasonable notice to the
      Executive and an opportunity for the Executive, together with the Executive's
      counsel, to be heard before the Board), stating that in the good faith opinion
      of the Board of Directors the Executive has engaged in conduct described in
      the
      preceding sentence and specifying the particulars thereof in
      detail.

     

    (e)  The
      term
“Voluntary Termination” shall mean termination of employment by the Executive
      voluntarily as set forth in Section 7(d) of this Agreement.

     

    2.  Term.  The
      term of this Agreement shall be a period of three years commencing on the date
      hereof, subject to earlier termination as provided herein, and on each day
      thereafter the term of this Agreement shall be extended for one day in addition
      to the then-remaining term, creating on each such day a new three year term,
      provided that the Corporation has not at any time given Executive
      prior written notice that the term of this Agreement will not be so
      extended.

     

     

    
      
        
        

      

      
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    3.  Employment.  The
      Executive is employed as the President and Chief Executive Officer of the
      Corporation.  As such, the Executive shall have supervision and
      control over strategic planning (with each strategic plan being subject to
      approval by the Board of Directors of the Corporation) and daily consolidated
      operations of the Corporation, shall render administrative and management
      services as are customarily performed by persons situated in similar executive
      capacities, and shall have such other powers and duties as the Board of
      Directors may prescribe from time to time consistent with services performed
      by
      similarly situated executives and consistent with the terms of this
      Agreement.  The Executive shall also render services without
      additional compensation to any subsidiary or subsidiaries of the Corporation
      as
      requested by the Corporation from time to time consistent with his executive
      position and with the terms of this Agreement.  The Executive may also
      serve as a member of the Board, or as a member of the board of directors of
      any
      subsidiary, and shall be entitled to receive compensation for such service
      as
      determined by such boards.   The Executive shall devote his best
      efforts and reasonable time and attention to the business and affairs of the
      Corporation and its subsidiaries to the extent necessary to discharge his
      responsibilities hereunder.  The Executive may (a) serve on charitable
      boards or committees at the Executive’s discretion without consent of the Board
      of Directors and, in addition, on such corporate boards as are approved in
      a
      resolution adopted by a majority of the Board of Directors, and (b) manage
      personal investments, so long as such activities do not interfere materially
      with performance of his responsibilities hereunder.

     

    4.  Compensation.

     

    (a)  Salary.
      The Corporation agrees to pay the Executive during the term of this Agreement
      a
      base salary (the "Corporation Salary") the annualized amount of which shall
      be
      not less than $600,000.  The Corporation Salary shall be paid no less
      frequently than monthly and shall be subject to customary tax
      withholding.  The amount of the Corporation Salary shall be increased
      (but under no circumstances may the Corporation Salary be decreased) from time
      to time in accordance with the amounts of salary approved by the Committee
      or
      Board of Directors.  In order to effectuate the purpose of the
      preceding sentence, the amount of the Corporation Salary shall be reviewed
      by
      the Committee or Board of Directors at least every year during the term of
      this
      Agreement.  If and to the extent that the Bank and/or any other
      entities directly or indirectly controlled by the Corporation (the “Consolidated
      Subsidiaries”) pay salary or other amounts or provide benefits to the Executive
      that the Corporation is obligated to pay or to provide to the Executive under
      this Agreement, the Corporation’s obligations to the Executive shall be reduced
      accordingly.

     

    (b)  Annual
      Incentive Bonus.  On or before March 31st of
      each year of
      the term of this Agreement, the Committee or Board of Directors shall adopt
      consolidated performance criteria for the current calendar year based upon
      which
      the Executive shall be entitled to earn an annual cash incentive bonus (the
      “Annual Cash Bonus”) for such calendar year if he is employed by the Corporation
      on the last day of such year.  In adopting such criteria the Committee
      or Board of Directors shall establish performance levels based upon which the
      Executive will be entitled to earn an Annual Cash Bonus, at target, equal to
      not
      less than 60% of the Corporation Salary and performance levels based upon which
      the Executive will be entitled to earn an Annual Cash Bonus in an amount less
      or
      greater than the target amount of the Corporation Salary.  The Annual
      Cash Bonus earned by the Executive for a calendar year shall be paid within
      two
      and one-half months after the expiration of such calendar
      year.  Executive shall also be entitled to receive such other annual
      bonus compensation, if any, as the Committee or Board of Directors may in its
      sole discretion, award to Executive.

     

    (c)  Stock-Based
      Incentive Compensation.  Each year while the Executive is employed
      pursuant to this Agreement, he shall be considered for an award of one or more
      stock options and/or other stock-based awards (“Stock-Based Awards”) under the
      Corporation’s Amended and Restated Omnibus Incentive Plan and any successor or
      substitute for such plan (the “Omnibus Incentive Plan”) by the Committee at such
      time as awards are granted to other senior executives of the Corporation. It
      is
      expected, if the Executive is then employed by the Corporation, that the
      Committee will grant to the Executive Stock-Based Awards under the Omnibus
      Incentive Plan having a value at the date of grant, at target, equal to 100%
      of
      the Corporation Salary earned by the Executive for the preceding calendar year,
      which value shall be determined utilizing the same methodology (and the same
      assumptions applied to such methodology) that is used for grants of stock
      options or other stock-based awards granted at such time to other senior
      executives of the Corporation. The Executive may be awarded Stock-Based Awards
      having a lesser or great value. The Stock-Based Awards will be made in the
      form
      of stock options, restricted stock, performance shares or other forms of award
      permitted under the Omnibus Incentive Plan, and, except as provided below,
      the
      mix and terms and conditions of which shall be the same as the awards made
      at
      such time to the other senior officers of the Corporation. Each option granted
      pursuant to the provisions hereof shall have an option term of 10 years (or
      such
      other period applicable to stock options granted at such time to the other
      senior officers of the Corporation) and may be subject to a vesting schedule,
      provided: (i) vesting will continue following an Involuntary Termination at
      any
      time, (ii) such option to the extent outstanding and unexercisable shall become
      fully vested and exercisable upon the death or disability of the Executive,
      (iii) other than as provided in the following subparts (iv) and  (v)
      of this subsection, all such options which have vested at the time of
      termination of employment shall remain exercisable for one year following such
      termination (but not beyond the expiration of the option’s term), and any such
      options that become vested after Involuntary Termination shall be exercisable
      for one year following the date such options vest (but not beyond the expiration
      of an option’s term),  (iv) such option to the extent outstanding and
      unexercisable shall become fully exercisable upon a Change in Control if the
      unexercisable portion of the option would otherwise terminate or cease to be
      enforceable, in whole or in part, by reason of such Change in Control, and
      (v)
      the option shall expire, terminate, and be forfeited upon a Termination for
      Cause or a termination pursuant to Section 7(g) below.  Nothing in
      this Agreement shall affect the provisions of the 2003 Employment Agreement
      and
      previous employment agreements relating to options granted thereunder, which
      shall continue to govern the terms and conditions of options issued by the
      Corporation to Executive prior to the effective date of this
      Agreement.

     

    (d)  Expenses.  The
      Executive shall be entitled to receive prompt reimbursement for all reasonable
      expenses incurred by the Executive in performing services under this Agreement
      in accordance with the policies and procedures applicable to the executive
      officers of the Corporation and the Bank, provided that the
      Executive accounts for such expenses as required under such policies and
      procedures.

     

    5.  Employee
      Benefits.

     

    (a)  Participation
      in Benefit Plans.  While the Executive is employed by the
      Corporation, the Executive shall be entitled to participate, to the same extent
      as executive officers of the Corporation and the Bank generally, in all plans,
      programs and practices of the Corporation and the Bank relating to pension,
      retirement thrift, profit-sharing, savings, group or other life insurance,
      hospitalization, medical and dental coverage, travel and accident insurance,
      education, retirement or employee benefits or combination thereof.  In
      addition, the Executive shall be entitled to be considered for benefits under
      all of the stock and stock option related plans in which the Corporation's
      or
      the Bank’s executive officers are eligible or become eligible to participate
      provided any grants made to the Executive pursuant to Section 4(c) hereof shall
      be considered in making any determination with respect thereto.

     

    (b)  Fringe
      Benefits.  While the Executive is employed by the Corporation, the
      Executive shall be eligible to participate in, and receive benefits under,
      any
      other fringe benefit plans, programs and practices or perquisites which are
      or
      may become generally available to the Corporation's or the Bank's executive
      officers, including but not limited to, supplemental retirement, supplemental
      medical or life insurance plans, company car, club dues, physical examinations,
      financial planning and tax preparation services.  Without limiting the
      generality of the foregoing, the Corporation agrees to pay for the Executive's
      membership dues and related business expenses in Twin Orchard Country Club
      (Long
      Grove, Illinois), The Standard Club, and expenses for an executive automobile
      which shall be replaced with a new vehicle at least every three
      years.  Moreover, during the Executive’s employment with the
      Corporation, he shall be entitled to receive long-term disability coverage
      and
      benefits as in effect on the date hereof (to the extent available at a
      reasonable cost).  In no event will the Executive receive any benefit
      which is less favorable than a benefit generally being provided to the senior
      executive officers of the Corporation or the Bank.

     

    (c)  Post-Employment
      Health Benefit.  In recognition of the past service of the
      Executive to the Corporation and its subsidiaries, the Executive has earned
      and
      shall be entitled to receive, subject to unconditional forfeiture thereof upon
      a
      Termination for Cause or a termination pursuant to Section 7(g) hereof,
      post-employment continuing health benefit coverage from the Corporation or
      its
      successor in interest (the “Post-Employment Health Benefit”) upon any
      termination of employment of the Executive which does not result in forfeiture
      of the Post-Employment Health Benefit, as follows: (i) the Corporation (or
      its
      successor in interest) shall provide to the Executive (for himself, his spouse
      and his other eligible dependents) until the date that Executive becomes
      eligible for Medicare benefits (for his spouse until the date that is seven
      full
      calendar months after Executive becomes eligible for Medicare benefits), or
      if
      he should die prior thereto then to his surviving spouse and his other eligible
      dependents until the date that is seven full calendar months after the date
      that
      Executive would have become eligible for Medicare benefits if he had survived,
      the same family health insurance, hospitalization, medical, dental, prescription
      drug and other health benefits as the Executive would have been eligible for
      if
      Executive had continued to serve as an executive officer of the Corporation
      (or
      its successor) until the Executive became eligible for Medicare benefits (and
      for his spouse until the date that is seven full calendar months thereafter)
      on
      terms as favorable to the Executive as to other executive officers of the
      Corporation (or its successor) from time to time, including amounts of coverage
      and deductibles, which shall be at the Corporation's (or its successor’s) sole
      cost other than co-payments and deductibles; and (ii) the Corporation (or its
      successor) shall, at the election of the Executive, provide the same coverage
      as
      set forth in subpart (i) of this subsection for the benefit of the Executive,
      his spouse and his other eligible dependents after the Executive becomes
      eligible for Medicare benefits and during the remainder of his lifetime (for
      Executive’s spouse, not ending before the date that is seven full calendar
      months after the date that Executive becomes eligible for Medicare benefits),
      at
      the sole cost of the Executive.  To the extent the Corporation shall
      determine that the provisions of the coverage described in clause (i) at the
      Corporation’s sole cost may result in taxability of the benefits provided
      thereunder to Executive or his dependents because such benefits are
      self-insured, then (A) the Corporation shall provide such benefits through
      a
      Corporation-paid insurance policy, or, if the Corporation determines that such
      insurance policy cannot be reasonably obtained, (B) Executive (or his spouse)
      shall be obligated to pay the monthly COBRA or similar premium for such
      coverage.  Within thirty (30) days following the end of each calendar
      quarter during which COBRA premiums are paid with respect to the coverage
      described in clause (i), the Executive (or his spouse) shall be entitled to
      receive a lump sum payment equal to 150% of the aggregate COBRA premiums paid
      during such quarter, subject to Section 21(b) hereof.

     

     

    
      
        
        

      

      
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    (d)  Supplemental
      Deferred Compensation.  Commencing December 31, 2007 and
      continuing on each December 31 thereafter during the term of this Agreement,
      if
      Executive is employed by the Corporation on such December 31, then the
      Corporation shall credit an employer contribution (“DC Contribution”) to a
      fully-vested deferral account under the Corporation’s Non-Stock Deferred
      Compensation Plan, as may be amended from time to time, or any successor or
      substitute plan (“Deferred Compensation Plan”) in an amount determined in
      accordance with this Section 5(d).  The DC Contribution to be credited
      pursuant to this Section 5(d) shall be an amount equal to 20% of the Corporation
      Salary in effect on such December 31.  The deferral account
      established pursuant to this Section 5(d) shall be subject to crediting and
      debiting with respect to the deemed investment of the account, and the account
      shall be distributed to Executive, in accordance with Executive’s elections
      under the provisions of the Deferred Compensation Plan.

     

    6.  Vacations;
      Leave.  The Executive shall be entitled (i) to annual paid
      vacation in accordance with the policies established by the Board of Directors
      which shall not be less favorable than that provided to any other executive
      officer of the Corporation or the Bank, and (ii) to voluntary leaves of absence,
      with or without pay, from time to time at such times and upon such conditions
      as
      the Board of Directors may determine in its discretion.

     

    7.  Termination
      of Employment.

     

    (a)  Involuntary
      Termination.  If the Executive experiences an Involuntary
      Termination prior to (and not in connection with) a Change in Control, such
      termination of employment shall be subject to the Corporation's obligations
      under this Section 7(a) in lieu of any other compensation and employee benefits
      under this Agreement.  If such Involuntary Termination is not a
      Non-Extension Termination, the Corporation shall pay to the Executive monthly,
      during the unexpired term of this Agreement after the Date of Termination,
      an
      amount equal to the sum of: (i) one-twelfth of the Corporation Salary at the
      annual rate in effect immediately prior to the Date of Termination, (ii)
      one-twelfth of the average Annual Cash Bonus, based on the average amount of
      such Annual Cash Bonus for the two full calendar years preceding the Date of
      Termination, and (iii) one-twelfth of the amount of the DC Contribution that
      would have been made at the end of the calendar year in which the Involuntary
      Termination occurs, based on the amount of the Corporation Salary determined
      under clause (i) above.  If such Involuntary Termination is a
      Non-Extension Termination, the Corporation shall pay the Executive monthly
      the
      compensation set forth in the preceding sentence for a period of eighteen months
      following the Date of Termination.  In addition to the foregoing, in
      connection with an Involuntary Termination, the Executive shall be entitled
      to
      receive (A) any accrued Corporation Salary through the Date of Termination
      within 30 days after the Date of Termination, (B) any unpaid Annual Cash Bonus
      earned by the Executive for the preceding calendar year within the time period
      set forth in Section 4(b) hereof, (C) prompt reimbursement of any expenses
      incurred through the Date of Termination in accordance with Section 4(d), and
      (D) all vested employee benefits described in Section 5 hereof (collectively,
      the “Accrued Compensation”) plus the Post-Employment Health Benefit described in
      Section 5(c), such benefits to be paid in accordance with this Agreement and
      the
      applicable plan, program, arrangement or agreement.  If the Executive
      should die after amounts become payable under this Section 7(a), such amounts
      shall thereafter be paid to the Executive’s estate until satisfied in
      full.  Payments pursuant to this Section 7(a) shall be subject to
      Section 21(b).

     

     

    (b)  Change
      in Control.  If the Executive experiences an Involuntary
      Termination in connection with or following a Change in Control, such
      termination of employment shall, in lieu of any other compensation and employee
      benefits under this Agreement, be subject to the Corporation’s (or its
      successor-in-interest’s) obligations under this Section 7(b).

     

    (i)  Accrued
      Compensation and Post-Employment Health Benefit.  In addition to
      any other amounts to which the Executive may be entitled to receive under this
      Section 7(b), the Corporation (or its successor-in-interest) shall pay to the
      Executive the Accrued Compensation and provide the Post-Employment Health
      Benefit.

     

    (ii)  Change
      in Control Payment.  If an Involuntary Termination occurs in
      connection with or within 18 months following a Change in Control, in addition
      to the Corporation’s (or its successor-in-interest’s) obligations under Section
      7(b)(i) above, the Corporation (or its successor-in-interest) shall pay to
      the
      Executive in cash, within 30 days after the Date of Termination, an amount
      equal
      to the sum of (A) three times the sum of the Corporation Salary and the target
      Annual Cash Bonus in effect under Sections 4(a) and 4(b) respectively,
      immediately prior to the Date of Termination, plus (B) an amount equal to the
      present value of the DC Contributions (but not any earnings or other adjustments
      thereto pursuant to the Deferred Compensation Plan) that would be credited
      to
      Executive under Section 5(d) as if his employment under this Agreement continued
      until the later of three years after the Date of Termination or the December
      31
      of the calendar year during which the Executive would attain age
      60.  Such present value shall be determined by assuming each annual DC
      Contribution during the applicable period would be equal to the DC Contribution
      that would have been credited at the end of the calendar year in which the
      Date
      of Termination occurs and by using an interest rate equal to 120% of the
      applicable federal long-term rate, compounded annually, applicable to the month
      in which the Date of Termination occurs.

     

    If
      the
      Executive should die after amounts become payable under any provision of this
      Section 7(b), such amounts shall thereafter be paid to the Executive’s estate
      until satisfied in full.  Payments under this Section 7(b) are subject
      to Section 21(b).

     

    (c)  Termination
      for Cause.  In the event of Termination for Cause, the Corporation
      shall have no further obligation to the Executive under this Agreement after
      the
      Date of Termination except for the Accrued Compensation.  Payments
      under this Section 7(c) are subject to Section 21(b).

     

    (d)  Voluntary
      Termination.  The Executive may terminate his employment
      voluntarily at any time by a notice pursuant to Section 9 of this
      Agreement.  In the event that the Executive voluntarily terminates his
      employment other than by reason of any of the actions that constitute
      Involuntary Termination ("Voluntary Termination"), the Corporation shall only
      be
      obligated to the Executive for the amount of the Accrued Compensation and to
      provide the Post-Employment Health Benefit, and the Corporation shall have
      no
      further obligation to the Executive under this Agreement.  Payments
      under this Section 7(d) are subject to Section 21(b).

     

    (e)  Death.  In
      the event of the death of Executive during the term of this Agreement and prior
      to any termination of employment, the Corporation shall pay to the Executive's
      estate the Accrued Compensation and shall provide to the Executive’s surviving
      spouse and other eligible dependents the Post-Employment Health
      Benefit.

     

    (f)  Disability.  If
      the Executive becomes entitled to benefits under the terms of the
      then-­current disability plan, if any, of the Corporation or the Bank (a
      "Disability Plan"), he shall be entitled to receive such group and other
      disability benefits, if any, as are then provided by the Corporation or the
      Bank
      for executive officers.  In the event of such disability, this
      Agreement shall not be suspended, except that (i) the Corporation's obligation
      to pay the Corporation Salary to the Executive shall be reduced in accordance
      with the amount of disability income benefits received by the Executive, if
      any,
      pursuant to this Section 7(f) such that, on an after-tax basis, the Executive
      shall realize from the sum of disability income benefits and Corporation Salary
      the same amount as he would realize on an after-tax basis from the Corporation
      Salary if the Corporation’s obligation to pay salary were not reduced pursuant
      to this Section 7(f); (ii) the Executive shall not be entitled to earn an Annual
      Cash Bonus pursuant to Section 4(b) hereof or option grants pursuant to Section
      4(c) if the disability prevents the Executive from rendering full time service
      to the Corporation for a period of in excess of six months during an applicable
      calendar year; and (iii) upon a resolution adopted by a majority of the
      disinterested members of the Board of Directors, the Corporation may discontinue
      payment of the Corporation Salary beginning six months following a determination
      that the Executive has become entitled to benefits under a Disability Plan
      or
      otherwise unable to fulfill his duties under this Agreement.  The
      Corporation may terminate the employment of the Executive at any time after
      the
      expiration of one year following such disability if such disability is then
      continuing and upon such termination the Executive shall only be entitled to
      receive the Accrued Compensation and the Post-Employment Health
      Benefit.  Payments under this Section 7(f) are subject to Section
      21(b).

     

    (g)  Regulatory
      Action.  Notwithstanding any other provisions of this Agreement,
      if the Executive is removed and/or permanently prohibited from participating
      in
      the conduct of the Bank's affairs by an order issued under Section 8(e)(4)
      or
      (g)(1) of the Federal Deposit Insurance Act, 12 U.S. C. § 1818(e)(4) and (g)(1),
      all obligations of the Corporation under this Agreement shall terminate as
      of
      the effective date of the order, except for the obligation of the Corporation
      to
      pay the Accrued Compensation.

     

    (h)  No
      Other Obligation to Mitigate Damages; No Offset. Except as provided in
      Section 7(i), Executive shall not be obligated to mitigate amounts payable
      or
      arrangements made under the provisions of this Section 7 and the obtaining
      of
      other employment shall in no event effect any reduction of the Corporation’s
      obligations under this Section 7. Except as provided in Section 7(i), the
      Corporation’s obligation to make payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Corporation may have against the Executive or others.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (i)  Release
      and Restrictive Covenants.  Notwithstanding the foregoing, the
      Corporation’s obligations to pay or provide any benefits, under this Section
      7(a) or 7(b) below shall (i) cease as of the date the Executive knowingly and
      materially violates the provisions of Section 8 hereof and (ii) be conditioned
      on the Executive signing a release of claims in favor of the Corporation in
      the
      form annexed hereto within forty-give (45) days of such termination and the
      expiration of any revocation period provided for in such release; provided
      that,
      if such Date of Termination is after November 8 of any year, no payment
      conditioned on such release shall be made until the calendar year following
      the
      calendar year of termination even if the release is signed and the revocation
      period concluded earlier.

     

    (j)  Tax
      Gross Up Agreement.  The Corporation and Executive have entered
      into a Tax Gross-Up Agreement, dated November 3, 2004, which provides certain
      payments in the event Executive shall become subject to excise tax under Code
      Section 4999 of the Code in the event of a Change in Control.

     

    8.  Confidential
      Information; Restrictive Covenants.

     

    (a)  The
      Executive shall not at any time during or following the Executive’s employment
      with the Corporation, directly or indirectly, disclose or use on the Executive’s
      behalf or another’s behalf, publish or communicate, except in the course of the
      Executive’s employment and in the pursuit of the business of the Corporation or
      any of its subsidiaries or affiliates, any proprietary information or data
      of
      the Corporation or any of its subsidiaries or affiliates, which is not generally
      known to the public or which could not be recreated through public means and
      which the Corporation may reasonably regard as confidential and proprietary,
      except as may be compelled by legal process and in the event of legal process
      compelling disclosure, Executive shall provide the Corporation as much advance
      notice thereof as may be practicable.  The Executive recognizes and
      acknowledges that all knowledge and information which the Executive has or
      may
      acquire in the course of the Executive’s employment, such as, but not limited to
      the business, developments, procedures, techniques, activities or services
      of
      the Corporation or the business affairs and activities of any customer,
      prospective customer, individual firm or entity doing business with the
      Corporation are its sole valuable property, and shall be held by Executive
      in
      confidence and in trust for their sole benefit.  All records of every
      nature and description which come into the Executive’s possession, whether
      prepared by the Executive, or otherwise, shall remain the sole property of
      the
      Corporation and upon termination of the Executive’s employment for any reason,
      said records shall be left with the Corporation as part of its property;
      provided, however, that Executive’s contact list and other personal information
      stored on the Corporation’s information systems shall not be deemed Confidential
      Information for purposes of the prohibition on Executive’s possession or use of
      such information set forth in this Section 8(a).

     

    (b)  Non-Competition;
      Non-Solicitation.  The Executive acknowledges that the Corporation
      by nature of its respective businesses has a legitimate and protectable interest
      in its clients, customers and employees with whom the Corporation has
      established significant relationships as a result of a substantial investment
      of
      time and money, and but for the Executive’s employment hereunder, the Executive
      would not have had contact with such clients, customers and
      employees.  The Executive agrees that during the period of the
      Executive’s employment with the Corporation and for a period of one
      (1) year after termination of the Executive’s employment for any reason
      (such one (1) year period the “Post-Employment Non-Compete Period”), the
      Executive will not (except in the Executive’s capacity as an employee of the
      Corporation) directly or indirectly, for the Executive’s own account, or as an
      agent, employee, director, owner, partner, or consultant of any corporation,
      bank, thrift, firm, partnership, joint venture, syndicate, sole proprietorship
      or other entity, or any division, subsidiary or affiliate thereof:

     

    (i)  engage,
      directly or indirectly, within the Market Area (as defined below) in any
      business that provides Banking Products or Banking Services that compete with
      the Banking Products or Banking Services actually provided by Corporation during
      the period of the Executive’s employment with the Corporation and prior to a
      Change in Control (such Banking Products or Banking Services hereinafter
      referred to as “Competitive Banking Products or Banking Services”);

     

    (ii)  solicit
      or induce, or attempt to solicit or induce any client or customer of the
      Corporation or any of its subsidiaries or affiliates for purposes of providing
      Competitive Banking Products or Banking Services; or

     

    (iii)  solicit
      or induce, or attempt to solicit or induce, any employee or agent of the
      Corporation or any of its subsidiaries or affiliates to terminate his or her
      relationship with the Corporation or any of its subsidiaries or
      affiliates.

     

    (c)  For
      purposes of this Section 8:

     

    (i)  “Corporation”
      means the Corporation and all of its subsidiaries during the period of the
      Executive’s employment with the Corporation, provided that with respect to the
      Post-Employment Non-Compete Period, “Corporation” means only the Corporation and
      all of its subsidiaries as of the date immediately prior to commencement of
      the
      Post-Employment Non-Compete Period, or if earlier, the date immediately
      preceding a Change in Control;

     

    (ii)  “Market
      Area” shall be an area encompassed within a thirty (30) mile radius surrounding
      any office, branch or other place of business of the Corporation during the
      period of the Executive’s employment with the Corporation, provided that with
      respect to the Post-Employment Non-Compete Period, “Market Area” shall be
      limited to an area encompassed within a thirty (30) mile radius surrounding
      any
      office, branch or other place of business of the Corporation as of the date
      immediately prior to commencement of the Post-Employment Non-Compete Period,
      or
      if earlier, the date immediately preceding a Change in Control;

     

    (iii)  “Banking
      Products or Banking Services” means (1) credit, deposit and treasury management
      services offered to businesses, (2) financial services related to equipment
      leasing, (3) credit and deposit services offered to individuals, (4) asset
      management services of the type actually provided by the Corporation, and (5)
      any other product or service provided by the Corporation; provided, that with
      respect to the Post-Employment Non-Compete Period, asset management services
      shall be deemed Banking Products or Banking Services only if the Corporation’s
      revenues from such services during the Reference Period (as defined below)
      exceeded 1% of the Corporation’s Annual Revenues (as defined below) during the
      Reference Period; and provided further, that with respect to the Post-Employment
      Non-Compete Period, an other product or service described in clause (5) shall
      be
      deemed Banking Products or Banking Services only if the Corporation’s revenues
      from other product or service during the Reference Period (as defined below)
      exceeded 2% of the Corporation’s Annual Revenues (as defined below) during the
      Reference Period;

     

    (iv)  “Reference
      Period” means the four completed calendar quarters immediately preceding the
      commencement of the Post-Employment Non-Compete Period, or if earlier, the
      date
      immediately preceding a Change in Control; and

     

    (v)  “Annual
      Revenue” means the sum of the Corporation’s net interest income and non-interest
      income during the Reference Period.

     

    (d)  Notwithstanding
      the foregoing provisions of this Section 8, Section 8(b)(i) above shall not
      be
      deemed to prohibit:

     

    (i)  the
      Executive’s ownership, not to exceed five percent (5%), of the outstanding
      capital stock or equity interests entity engaged in providing Competing Banking
      Products or Banking Services in the Market Area, provided such investment is
      passive and Executive does not provide any services to such entity either as
      an
      employee, consultant, director or otherwise,

     

    (ii)  the
      Executive from serving as a director of other corporations and entities to
      the
      extent these directorships do not inhibit the performance of the Executive’s
      duties hereunder or conflict with the business of the Corporation;

     

    (iii)  the
      Executive from serving or continuing to serve as a director of other
      corporations and entities following his termination of employment for which
      he
      served in such capacity at any time during his employment with the
      Corporation,

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iv)  the
      Executive’s ownership of, or activity with respect to any business (whether
      publicly or privately-held corporation or entity) disclosed to the Board during
      the period of his employment and not objected to by the Board, or

     

    (v)  the
      Executive during the Post-Employment Non-Compete Period from being employed
      by
      or otherwise providing services to an entity which is engaged within the Market
      Area in any business that provides Competitive Banking Products or Banking
      Services, so long as Executive has advised such entity of his obligations under
      this Section 8 and Executive does not provide any services or otherwise engages
      in any way, directly or indirectly, in any business of such entity which
      provides Competitive Banking Products or Banking Services within the Market
      Area.

     

    (e)  Remedies.  The
      Executive acknowledges that the restraints and agreements herein provided are
      fair and reasonable, that enforcement of the provisions of this Section 8 will
      not cause the Executive undue hardship and that said provisions are reasonably
      necessary and commensurate with the need to protect the Corporation and its
      legitimate and proprietary business interests and property from irreparable
      harm.  The Executive acknowledges and agrees that, (i) a breach
      of any of the covenants and provisions contained in this Section 8, will result
      in irreparable harm to the business of the Corporation, a remedy at law in
      the
      form of monetary damages for any breach by the Executive of any of the covenants
      and provisions contained in this Section 8 is inadequate, in addition to any
      remedy at law or equity for such breach, the Corporation shall be entitled
      to
      recover any amounts paid pursuant to Section 7(a) or 7(b) and to institute
      and
      maintain appropriate proceedings in equity, including a suit for injunction
      to
      enforce the specific performance by Executive of the obligations hereunder
      and
      to enjoin Executive from engaging in any activity in violation hereof and the
      covenants on the Executive’s part contained in this Section 8, shall be
      construed as agreements independent of any other provisions in this Agreement,
      and the existence of any claim, setoff or cause of action by the Executive
      against the Corporation, whether predicated on this Agreement or otherwise,
      shall not constitute a defense or bar to the specific enforcement by the
      Corporation of said covenants.  The Corporation acknowledges and
      agrees that it shall not suspend or discontinue any payments due to Executive
      under this Agreement except pursuant to the order of a state or federal court
      that has personal and subject matter jurisdiction.  In the event of a
      breach or a violation by the Executive of any of the covenants and provisions
      of
      this Agreement, the running of the Non-Compete Period (but not of Executive’s
      obligation thereunder) shall be tolled during the period of the continuance
      of
      any actual breach or violation.

     

    (f)  Severability.  The
      parties hereto agree that the covenants set forth in this Section 8 are
      reasonable with respect to their duration, geographical area and
      scope.  If the final judgment of a court of competent jurisdiction
      declares that any term or provision of this Section 8 is invalid or
      unenforceable, the parties agree that the court making the determination of
      invalidity or unenforceability shall have the power to reduce the scope,
      duration, or area of the term or provision, to delete specific words or phrases,
      or to replace any invalid or unenforceable term or provision with a term or
      provision that is valid and enforceable and that comes closest to expressing
      the
      intention of the invalid or unenforceable term or provision, and this Agreement
      shall be enforceable as so modified after the expiration of the time within
      which the judgment may be appealed.

     

    9.  Notice
      of Termination.  Subject to the provisions of Section 1(d) hereof,
      in the event that the Corporation or the Bank, or both, desire to terminate
      the
      employment of the Executive during the term of this Agreement, the Corporation
      or the Bank, or both, shall deliver to the Executive a written notice of
      termination, stating whether such termination constitutes Termination for Cause,
      Involuntary Termination, or termination for disability, setting forth in
      reasonable detail the facts and circumstances that are the basis for the
      termination, and specifying the date upon which employment shall terminate,
      which date shall be at least 30 days after the date upon which the notice is
      delivered, except in the case of Termination for Cause.  In the event
      that the Executive determines in good faith that he has experienced an
      Involuntary Termination of his employment in accordance with Section 1(c),
      he
      shall (a) send a written notice to the Corporation stating the circumstances
      that constitute such Involuntary Termination, which notice shall be given within
      90 days of the Executive’s first learning of such circumstances and shall state
      his intention to terminate his employment due to such Involuntary Termination
      and (b) provide the Corporation with 30 days from the date of such notice to
      cure such circumstances. If the Corporation fails to cure such circumstances,
      then Executive will be deemed to have terminated his employment due to
      Involuntary Termination at the end of such 30 day period.  In the
      event that the Executive desires to effect a Voluntary Termination, he shall
      deliver a written notice to the Corporation, stating the date upon which
      employment shall terminate, which date shall be at least 90 days after the
      date
      upon which the notice is delivered, unless the parties agree to a date
      sooner.

     

    10.  Attorneys'
      Fees. The Corporation shall pay all legal fees and related expenses
      (including the costs of experts, evidence and counsel) incurred by the Executive
      as a result of (i) the Executive's contesting or disputing any termination
      of
      employment, or (ii) the Executive's seeking to obtain or enforce any right
      or
      benefit provided by this Agreement or by any other plan or arrangement
      maintained by the Corporation (or any successor) or the Consolidated
      Subsidiaries under which the Executive is or may be entitled to receive
      benefits; provided that the Corporation's obligation to pay such fees and
      expenses is subject to the Executive's prevailing with respect to the matters
      in
      dispute in any proceeding initiated by the Executive or the Executive's having
      been determined to have acted reasonably and in good faith with respect to
      any
      proceeding initiated by the Corporation or the Consolidated
      Subsidiaries.

     

    11.  Indemnification.  During
      Executive’s term of employment with the Corporation and thereafter, the
      Corporation shall indemnify and hold Executive harmless to the maximum extent
      now or hereafter permitted under the Articles of Incorporation and By-Laws
      of
      the Corporation.  In the event that legal action is instituted or
      threatened against the Executive during or after the term of his employment
      with, or membership on the Board of Directors of, the Corporation, the Bank
      or
      any affiliate the Corporation, in connection with such employment or membership,
      the Corporation will advance to the Executive the costs and expenses incurred
      by
      Executive in the defense of such action (including reasonable attorneys, expert
      and other professional fees) to the maximum extent permitted by law without
      prejudice to or waiver by the Corporation of its rights and remedies against
      the
      Executive.  In the event that there is a final judgment entered
      against the Executive in any such litigation which, in accordance with its
      Articles of Incorporation and By-Laws, is not subject to indemnification, then
      the Executive shall reimburse the Corporation for all such costs and expenses
      paid or incurred by it in the Executive’s defense of such litigation (the
“Reimbursement Amount”). The Reimbursement Amount shall be paid by the Executive
      within 30 days after rendition of the final judgment and a determination by
      the
      Board of Directors that such costs and expenses are not subject to
      indemnification. The parties shall cooperate in the defense of any asserted
      claim, demand or liability against the Executive or the Corporation or any
      of
      the Consolidated Subsidiaries.  The term “final judgment” as used
      herein shall be defined to mean the decision of a court of competent
      jurisdiction, and in the event of an appeal, then the decision of the appellate
      court, after petition for rehearing has been denied, or the time for filing
      the
      same (or the filing of further appeal) has expired.  The rights to
      indemnification under this Section 11 shall be in addition to any rights which
      Executive may now or hereafter have under any insurance contract maintained
      by
      the Corporation or any of its other affiliates or any other agreement between
      Executive and the Corporation or any of its affiliates.  Anything in
      this Agreement to the contrary notwithstanding, Executive’s indemnification
      rights under this Section 11, the Articles of Incorporation and By-Laws of
      the
      Corporation and applicable law, shall survive the termination of Executive’s
      employment with the Corporation and his membership on the Board of Directors
      of
      the Corporation, the Bank and any affiliate of the Corporation.

     

    12.  No
      Assignments.

     

    (a)  This
      Agreement is personal to each of the parties hereto, and neither may assign
      or
      delegate any of its rights or obligations hereunder without first obtaining
      the
      written consent of the other party; provided, however, that this Agreement
      shall
      be binding upon and inure to the benefit of any successor of the Corporation
      and
      the Corporation shall require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) by an assumption agreement in
      form
      and substance reasonably satisfactory to the Executive, to expressly assume
      and
      agree to perform this Agreement in the same manner and to the same extent that
      the Corporation would be required to perform it if no such succession had taken
      place.  Executive’s resignation following the failure of the
      Corporation to obtain such an assumption agreement prior to the effectiveness
      of
      any such succession shall constitute an Involuntary Termination as defined
      in
      Section 1(c).

     

    (b)  This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

     

    13.  Notice.  For
      the purposes of this Agreement, notices and all other communications provided
      for in this Agreement shall be in writing and shall be deemed to have been
      duly
      given when personally delivered or five days after the date that sent by
      certified mail, return receipt requested, postage prepaid, to the Corporation
      at
      its home office, to the attention of the Board of Directors with a copy to
      the
      Secretary of the Corporation, or, if to the Executive, to such home or other
      address as the Executive has most recently provided in writing to the
      Corporation.

     

    14.  Amendments.  No
      amendments or additions to this Agreement shall be binding unless in writing
      and
      signed by both parties.

     

    15.  Headings.  The
      headings used in this Agreement are included solely for convenience and shall
      not affect, or be used in connection with, the interpretation of this
      Agreement.

     

    16.  Severability.  The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provisions shall not affect the validity or
      enforceability of the other provisions hereof.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    17.  Governing
      Law.  This Agreement shall be governed by the laws of the State of
      Illinois.

     

    18.  Preparation
      Fees.  The Corporation shall be solely responsible for payment of
      any and all legal fees incurred by Executive in the preparation, negotiation
      and
      execution of this Agreement, but in an amount not to exceed
      $15,000.

     

    19.  Successors
      to Code Sections.  All provisions of this Agreement referring to
      sections of the U.S.C. (United State Code) or to the Code shall be deemed to
      refer to successor code sections in the event of renumbering of code
      sections.

     

    20.  2003
      Employment Agreement.  Except with respect to stock options
      awarded pursuant to the 2003 Employment Agreement (and previous employment
      agreements that remain outstanding), this Agreement supersedes and replaces
      the
      2003 Employment Agreement and as of the date hereof, the 2003 Employment
      Agreement shall terminate and have no further force or effect.

     

    21.  Code
      Section 409A.

     

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

     

    (b)  If
      the
      Executive is deemed on the date of “separation from service” to be a “specified
      employee” within the meaning of that term under Code Section 409A(a)(2)(B), then
      with regard to any payment or the provision of any benefit that is specified
      as
      subject to this Section, such payment or benefit shall be made or provided
      at
      the date which is the earlier of (A) the expiration of the six (6)-month period
      measured from the date of such “separation from service” of the Executive, and
      (B) the date of the Executive’s death (the “Delay Period”).  Upon the
      expiration of the Delay Period, all payments and benefits delayed pursuant
      to
      this Section 21(b) (whether they would have otherwise been payable in a single
      sum or in installments in the absence of such delay) shall be paid or reimbursed
      to the Executive in a lump sum, and any remaining payments and benefits due
      under this Agreement shall be paid or provided in accordance with the normal
      payment dates specified for them herein.  Whenever a payment is to be
      made promptly after a date, it shall be made within sixty (60) days
      thereafter.

     

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

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

     

    
      	
              ATTEST:

            	 	
              MB
                FINANCIAL,
                INC.

            	 	
               

            
	 	 	 	 	 
	
              /s/
                Doria L. Koros

            	 	
               

            	 	
               

            
	
              Secretary

            	 	 	 	 
	 	 	 BY:
              /s/ Karen May	 	 
	
               

            	 	
              Its:Chair-Organization
&
                Compensation Committee

            	 	
               

            
	
               

            	 	 	 	 
	 WITNESS:	 	 EXECUTIVE:	 	 
	
              /s/
                Doria L. Koros

            	 	
              /s/
                Mitchell Feiger

            	 	
               

            
	
               

            	 	 Mitchell
              Feiger	 	 


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ANNEX
      TO EXECUTIVE EMPLOYMENT AGREEMENT

     

    Form
      of Release

     

    AGREEMENT
      AND GENERAL RELEASE

     

    MB
      Financial, Inc., its affiliates, subsidiaries, divisions, successors and assigns
      in such capacity, and the current, future and former employees, officers,
      directors, and agents thereof in such capacities (collectively referred to
      throughout this Agreement as “Corporation”) and Mitchell
      Feiger (“Executive”), the Executive’s heirs, executors,
      administrators, successors and assigns (collectively referred to throughout
      this
      Agreement as  “Executive”) agree:

     

    1.  Consideration.  The
      parties acknowledge that this Agreement and General Release is being executed
      in
      accordance with Section 7 of the Employment Agreement by and between
      Executive and the Corporation.

     

    2.  Revocation.  Executive
      may revoke this Agreement and General Release for a period of seven
      (7) calendar days following the day Executive executes this Agreement and
      General Release.  Any revocation within this period must be submitted,
      in writing, hand delivered to Corporation, or if mailed, postmarked, within
      seven (7) calendar days of execution of this Agreement and General
      Release.  This Agreement and General Release shall not become
      effective or enforceable until the revocation period has expired.

     

    3.  General
      Release of Claim.  Executive knowingly and voluntarily
      releases and forever discharges Corporation from any and all claims, causes
      of
      action, demands, fees and liabilities of any kind whatsoever, whether known
      and
      unknown, against Corporation, Executive has, has ever had or may have as of
      the
      date of execution of this Agreement and General Release, including, but not
      limited to, any alleged violation of:

     

    ●           Title
      VII of the Civil Rights Act of 1964, as amended;

     

    ●           The
      Civil Rights Act of 1991;

     

    ●           Sections 1981
      through 1988 of Title 42 of the United States Code, as amended;

     

    ●           The
      Immigration Reform and Control Act, as amended;

     

    ●           The
      Americans with Disabilities Act of 1990, as amended;

     

    ●           The
      Age Discrimination in Employment Act of 1967, as amended;

     

    ●           The
      Older Workers Benefit Protection Act of 1990;

     

    ●           The
      Worker Adjustment and Retraining Notification Act, as amended;

     

    ●           The
      Occupational Safety and Health Act, as amended;

     

    ●           The
      Family and Medical Leave Act of 1993;

     

    
      ●           Any
        other federal, state or local civil or human rights law or any other local,
        state or federal law, regulation or ordinance;

       

    

    ●           Any
      public policy, contract, tort, or common law; or

     

    ●           Any
      allegation for costs, fees, or other expenses including attorneys’ fees incurred
      in these matters.

     

    Notwithstanding
      anything herein to the contrary, the sole matters to which the Agreement and
      General Release do not apply are: (i) Executive’s rights of indemnification
      and directors and officers liability insurance coverage to which Executive
      was
      entitled immediately prior to DATE with regard to Executive’s service as an
      officer and director of Corporation; (ii) Executive’s rights under any
      tax-qualified pension or claims for accrued vested benefits under any other
      Executive benefit plan, policy or arrangement maintained by Corporation or
      under
      COBRA; (iii) Executive’s rights under the provisions of the Employment
      Agreement which are intended to survive termination of employment; or
      (iv) Executive’s rights as a stockholder.

     

    4.  No
      Claims Permitted.  Executive waives Executive’s right to
      file any charge or complaint against Corporation arising out of Executive’s
      employment with or separation from Corporation before any federal, state or
      local court or any state or local administrative agency, except where such
      waivers are prohibited by law.  This Agreement, however, does not
      prevent Executive from filing a charge with the Equal Employment Opportunity
      Commission, any other federal government agency, and/or any government agency
      concerning claims of discrimination, although Executive waives the Executive’s
      right to recover any damages or other relief in any claim or suit brought by
      or
      through the Equal Employment Opportunity Commission or any other state or local
      agency on behalf of Executive under the Age Discrimination in Employment Act,
      Title VII of the Civil Rights Act of 1964 as amended, the Americans with
      Disabilities Act, or any other federal or state discrimination law, except
      where
      such waivers are prohibited by law.

     

    5.  Affirmations.  Executive
      affirms Executive has not filed, has not caused to be filed, and is not
      presently a party to, any claim, complaint, or action against Corporation in
      any
      forum or form. Executive further affirms that the Executive has been paid and/or
      has received all compensation, wages, bonuses, commissions, and/or benefits
      to
      which Executive may be entitled and no other compensation, wages, bonuses,
      commissions and/or benefits are due to Executive, except as provided in Section
      5(d) of the Employment Agreement.  Executive also affirms Executive
      has no known workplace injuries.

     

    6.  Governing
      Law and Interpretation.  This Agreement and General
      Release shall be governed and conformed in accordance with the laws of the
      State
      of Illinois without regard to its conflict of laws provisions.  In the
      event Executive or Corporation breaches any provision of this Agreement and
      General Release, Executive and Corporation affirm either may institute legal
      action to specifically enforce any term or terms of this Agreement and General
      Release.  Should any provision of this Agreement and General Release
      be declared illegal or unenforceable by any court of competent jurisdiction
      and
      should the provision be incapable of being modified to be enforceable, such
      provision shall immediately become null and void, leaving the remainder of
      this
      Agreement and General Release in full force and effect.  Nothing
      herein, however, shall operate to void or nullify any general release language
      contained in the Agreement and General Release.

     

    7.           Nonadmission
      of Wrongdoing.  Executive agrees neither this Agreement
      and General Release nor the furnishing of the consideration for this Release
      shall be deemed or construed at any time for any purpose as an admission by
      Corporation of any liability or unlawful conduct of any kind.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8.           Amendment.  This
      Agreement and General Release may not be modified, altered or changed except
      upon express written consent of both parties wherein specific reference is
      made
      to this Agreement and General Release.

     

    9.           Entire
      Agreement.  This Agreement and General Release sets forth
      the entire agreement between the parties hereto and fully supersedes any prior
      agreements or understandings between the parties; provided, however, that
      notwithstanding anything in this Agreement and General Release, the provisions
      in the Employment Agreement which are intended to survive termination of the
      Employment Agreement, including but not limited to those contained in
      Section 11 thereof, shall survive and continue in full force and
      effect.  Executive acknowledges Executive has not relied on any
      representations, promises, or agreements of any kind made to Executive in
      connection with Executive’s decision to accept this Agreement and General
      Release.

     

    EXECUTIVE
      HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO FORTY-FIVE (45) CALENDAR DAYS TO
      REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
      CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
      RELEASE.

     

    EXECUTIVE
      AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
      GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
      (21) CALENDAR DAY CONSIDERATION PERIOD.

     

    HAVING
      ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
      SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE
      EMPLOYMENT AGREEMENT, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE
      CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
      WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST
      CORPORATION.