exhibit10_5.htm


    Exhibit
      10.5

    


    


    MB
      Financial Bank, N.A.

     

    Change
      in Control Severance Agreement

     

    This
      Severance Agreement, (the “Agreement”) is entered into
      this 14th day of December, 2007 (the “Effective Date”), by and between MB
      Financial Bank, N.A., a national banking association (the “Company”) and Larry
      J. Kallembach  (the “Executive”);

     

     

    Witnesseth
      That:

     

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

     

    Whereas,
      the Executive has an existing
      change in control severance agreement with the Company dated as of November
      1,
      2002 (the “Prior Severance Agreement”), which the Executive is willing to
      terminate in consideration of this Agreement becoming effective.

     

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

     

    Article
      I.                      Establishment
      and Purpose

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    Article
      II.                     Definitions
      and Construction

     

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

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

            	
              “Board”
                means the Board of Directors of the
                Company.

            


    

     

    (f)           The
      term “Change in Control” means (1) any Person is or becomes the Beneficial Owner
      directly or indirectly of securities of the Parent or the Company representing
      35% or more of the combined voting power of the Parent’s or the Company’s
      outstanding securities entitled to vote generally in the election of directors;
      (2) individuals who were members of the Parent Board on the Effective Date
      (the
“Incumbent Parent Board”) cease for any reason to constitute at least a majority
      thereof, provided that any person becoming a member of the Parent Board
      subsequent to the Effective Date (a) whose appointment as a director by the
      Parent Board was approved by a vote of at least three-quarters of the directors
      comprising the Incumbent Parent Board, or (b) whose nomination for election
      as a
      member of the Parent Board by the Corporation’s stockholders was approved by the
      Incumbent Parent Board or recommended by the nominating committee serving under
      the Incumbent Parent Board, shall be considered a member of the Incumbent Parent
      Board; (3) consummation of a plan of reorganization, merger or consolidation
      involving the Parent or the Company or the securities of either, other than
      (a)
      in the case of the Parent, a transaction at the completion of which the
      stockholders of the Parent immediately preceding completion of the transaction
      hold more than 60% of the outstanding securities of the resulting entity
      entitled to vote generally in the election of its directors or (b) in the case
      of the Company, a transaction at the completion of which the Parent holds more
      than 50% of the outstanding securities of the resulting institution entitled
      to
      vote generally in the election of its directors; 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.

     

    
      	
               

            	
              (g)

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

            


    

     

    
      	
               

            	
              (h)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (j)

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

            


    

     

    
      	
               

            	
              (k)

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

            


    

     

    
      	
               

            	
              (l)

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

            


    

     

    
      	
               

            	
              (m)

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

            


    

     

    
      	
               

            	
              (n)

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

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (o)

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

            


    

     

    
      	
               

            	
              (p)

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

            


    

     

    
      	
               

            	
              (q)

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

            


    

     

    
      	
               

            	
              (r)

            	
              “Parent
                Board” means the Board of Directors of the
                Parent.

            


    

     

    
      	
               

            	
              (s)

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

            


    

     

    
      	
               

            	
              (t)

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

            


    

     

    
      	
               

            	
              (u)

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

            


    

     

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

     

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

     

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

     

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

     

    Article
      III.                   
Severance Benefits

     

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

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

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

     

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

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

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

     

    Article
      IV.                    Just
      Cause or Retirement

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    Article
      V.                     Form
      and Timing of Severance Benefits

     

    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.

     

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

     

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

     

    Article
      VI.                   
Tax Gross Up Agreement

     

    6.1           
      Tax Gross Up Agreement. Contemporaneously with entering into this
      Agreement, the Executive and Parent have entered into a Tax Gross-Up Agreement
      to make the Executive whole in certain circumstances described therein from
      the
      excise tax, if any, imposed under Section 4999 of the Code.

     

    Article
      VII.                  Other
      Rights and Benefits Not Affected

     

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

     

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

     

    Article
      VIII.                 Successors

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    Article
      IX.                   Administration

     

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

     

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

     

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

     

    Article
      X.                    
Legal Fees and Arbitration

     

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

     

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

     

    Article
      XI.                   Exclusivity
      of Severance Benefits

     

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

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    In
      Witness Whereof, the Executive has executed this Agreement and the
      Company has caused this Agreement to be executed as of the day and year first
      above written.

     

     

     

    MB
      Financial Bank, N.A.     

     

     

    
      	 	 	 	
               EXECUTIVE

               

            	 
	
              By:
/s/
                Jill
                E. York

            	 	 	
              /s/
                Larry J.
                Kallembach

            	 
	
              Its:
                Executive
                Vice President & Chief Financial Officer

            	 	 	
              Larry
                J.
                Kallembach