exhibit10_3.htm


    Exhibit
      10.3

    


    


    FIRST
      AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

    


    


    This
      First Amendment to Change in
      Control Severance Agreement (this “Amendment”) is made and entered into as of
      the 14th day of December, 2007, by and between MB Financial Bank, N.A. (the
“Company”) and Thomas D. Panos (the “Executive”).

    


    WHEREAS,
      the Executive and the Company are parties to that certain Change in Control
      Severance Agreement dated effective February 19, 2002 (the “Agreement”);
      and

    


    WHEREAS,
      the Executive and the Company wish to amend the Agreement in the manner herein
      provided.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, it is AGREED as follows:

    


    1.           The
      last sentence of Section 1.3 of the Agreement is hereby amended to read as
      follows:

    


    “Notwithstanding
      the foregoing, if the
      effective date of a Change in Control occurs within six months following the
      effective date of an involuntary termination without Just Cause, the Executive's
      termination may be deemed to be a Qualifying Termination pursuant to Section
      3.2
      of this Agreement as of the date of the Change in Control.”

    


    2.           Section
      2.1(f) of the Agreement is hereby amended to read in its entirety as
      follows:

    


    “(f)   The
      term “Change in Control” means (1) any Person is or becomes the Beneficial Owner
      directly or indirectly of securities of the Parent or the Company representing
      35% or more of the combined voting power of the Parent’s or the Company’s
      outstanding securities entitled to vote generally in the election of directors;
      (2) individuals who were members of the Parent Board on the Effective Date
      (the
“Incumbent Parent Board”) cease for any reason to constitute at least a majority
      thereof, provided that any person becoming a member of the Parent Board
      subsequent to the Effective Date (a) whose appointment as a director by the
      Parent Board was approved by a vote of at least three-quarters of the directors
      comprising the Incumbent Parent Board, or (b) whose nomination for election
      as a
      member of the Parent Board by the Corporation’s stockholders was approved by the
      Incumbent Parent Board or recommended by the nominating committee serving under
      the Incumbent Parent Board, shall be considered a member of the Incumbent Parent
      Board; (3) consummation of a plan of reorganization, merger or consolidation
      involving the Parent or the Company or the securities of either, other than
      (a)
      in the case of the Parent, a transaction at the completion of which the
      stockholders of the Parent immediately preceding completion of the transaction
      hold more than 70% of the outstanding securities of the resulting entity
      entitled to vote generally in the election of its directors or (b) in the case
      of the Company, a transaction at the completion of which the Parent holds more
      than 50% of the outstanding securities of the resulting institution entitled
      to
      vote generally in the election of its directors; or (4) consummation of a sale
      or other disposition to an unaffiliated third party or parties of all or
      substantially all of the assets of the Parent or the Company or approval by
      the
      stockholders of the Parent or the Company of a plan of complete liquidation
      or
      dissolution of the Parent or the Company; provided that for purposes of
      clause (1), the term “Person” shall not include the Parent, any employee benefit
      plan of the Parent or the Company, or any corporation or other entity owned
      directly or indirectly by the stockholders of the Parent in substantially the
      same proportions as their ownership of stock of the Parent.

    


    


    3.           Section
      2.4 of the Agreement is hereby amended to read in its entirety as
      follows:

    


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

    


    4.           The
      first paragraph of Section 5.1 of the Agreement is amended to read as
      follows:

    


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

    


    5.           Section
      11.1 of the Agreement is hereby amended to read in its entirety as
      follows:

    


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

     

    6.           The
      terms of the Agreement as in effect prior to this Amendment that are not amended
      hereby shall be and remain in full force and effect and are not affected by
      this
      Amendment.

    


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

    


    [Signature
      page follows]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
      parties have executed this Amendment as of the day and year first above
      written.

    


    


    MB
      FINANCIAL BANK, N.A.

     

    
      	 	 	 	
               EXECUTIVE

               

            	 
	
              By:
/s/Jill
                E. York

            	 	 	
              /s/
                Thomas D.
                Panos

            	 
	
              Jill
                E.
                York

            	 	 	
              Thomas
                D.
                Panos 

            	 
	
              Executive
                Vice President and Chief Financial Officer