**Exhibit 10.31**

**BANKFINANCIAL, F.S.B.**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

**THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT** (this “**Agreement**”) is made effective as of May 6, 2008 (the“**Effective Date**”), by and between **BankFinancial, F.S.B.** (the “**Bank**”), a federally chartered stock savings bank having its principal office at 21110 South Western Avenue, Olympia Fields, Illinois, and **JohnManos**(“**Executive**”). 

**WHEREAS**, the Bank and the Executive have previously entered into anEmployment Agreement dated March 23, 2003 (the “**Initial Agreement**”); 

**WHEREAS**, the Board ofDirectors of the Bank (the “**Board**”) considers the continued availability of Executive’s services to be important to the successful management and conduct of the Bank’s business, and wishes to assure the continuedavailability of Executive’s full-time services to the Bank as provided in this Agreement; and 

**WHEREAS**, Executiveis willing to continue to serve in the employ of the Bank on a full-time basis on the terms and conditions set forth herein. 

**NOW**,**THEREFORE**, in consideration of the mutual covenants herein contained, and upon the other terms and conditionshereinafter provided, the parties hereby agree as follows: 

 

**(a) Position**. During the period of employment established by Section 2(a) of this Agreement (the “**EmploymentPeriod**”), Executive agrees to serve, if appointed to serve, as a Regional President of the Bank. 

**(b) Dutiesand Responsibilities**. Executive shall have and exercise the duties, responsibilities, privileges, powers and authority commensurate with such position as the Board or the Chief Executive Officer of the Bank has assigned and may hereafterassign to Executive. 

**(c) Faithful Performance**. Except for periods of paid time off taken in accordance withSection 3(f) hereof or following a Disability Determination made in accordance with Section 4(b) hereof, or for services performed for the Bank’s Affiliates (as defined below), Executive shall devote substantially all of his businesstime, attention, skill and efforts during the Employment Period to the faithful performance of his duties hereunder, and shall not engage in any business or activity that interferes with the performance of such duties or conflicts with the business,affairs or interests of the Bank or BankFinancial Corporation (“**BFC**”); provided that, notwithstanding the foregoing, Executive may hold directorships, offices or other positions in one or more other organizations to the extentpermitted by the Bank’s Professional Responsibility Policy, as amended from time to time, or as otherwise approved by the Board or the Chairman and Chief Executive Officer. 

**(d) Performance Standards.** During the Employment Period, Executive shall perform his duties in accordance with the policiesand procedures of the Bank, as amended from time to time, such reasonable performance standards as the Board or the Chief Executive Officer 

of the Bank has established or may hereafter establish in the exercise of good faith business judgment, including those set forth in the Bank’s Personnel Manual, as amended from time totime, and such Business Plans as the Board or the Chief Executive Officer of the Bank has established or may hereafter establish in the exercise of good faith business judgment. 

 
**2.****TERM OF EMPLOYMENT.**
**(a) Term**. The Employment Period shall commence as of the Effective Date and shall thereafter continue for a period ofthirty-six (36) months unless extended as provided herein. On or before each anniversary of the Effective Date during the Employment Period (each an “**Anniversary Date**”), the Board, subject to the review process set forth inSection 2(b) hereof, may extend the Employment Period for an additional one (1) year so that the remaining term of the Employment Period shall then be thirty-six (36) months. All references herein to the Employment Period shall mean,for all purposes of this Agreement, Executive’s Employment Period as initially established by, and as may subsequently be extended pursuant to, this Section 2(a). 

**(b) Annual Review**. The Board or the Board’s Human Resources Committee (the “Human Resources Committee”)shall review this Agreement and the compensation arrangements provided for herein at least annually on, before or within a reasonable time (not to exceed forty-five (45) days) after each Anniversary Date. As part of each annual review, theBoard or the Human Resources Committee shall determine whether or not to increase Executive’s Base Salary as provided in Section 3(a) hereof and to extend the Employment Period for an additional one (1) year as provided inSection 2(a) hereof. The rationale and results of such review, and the justification for any such increase or extension, shall be documented in the minutes of the meeting at which the Board or the Human Resources Committee conducted suchreview, or in any written performance reviews referenced in such minutes. The Board, the Human Resources Committee or a person designated by either of them shall notify Executive in writing as soon as practicable, and not later than forty-five(45) days, after each applicable Anniversary Date, of the results of such review, including its decision whether or not to increase Executive’s Base Salary and to extend the Employment Period. A decision by or the failure of the Board orthe Human Resources Committee to increase Executive’s Base Salary shall not constitute a breach of this Agreement or a “Good Reason” under Section 5(b) hereof. All decisions and actions of the Human Resources Committee pursuantto this Section 2(b) shall be subject to ratification by the Board only to the extent, if any, that ratification may be required by applicable laws and regulations. 

 
**3.****COMPENSATION AND OTHER BENEFITS.**
**(a) Base Salary**. During the Employment Period, the Bank shall pay Executive the annual base salary that is reflected in thepayroll records of the Bank on the Effective Date (“**Base Salary**”), subject to any discretionary increases that the Board may hereafter elect to make pursuant to this Section 3(a). Any portion of annual Base Salary thatExecutive elects to defer under any deferred compensation arrangement that is now or hereafter maintained by the Bank shall be considered part of Base Salary for the purposes of this Agreement. Executive’s Base Salary shall be payable inaccordance with the regular payroll practices of the Bank. The Board or the Human Resources Committee may increase Executive’s Base Salary at any time, 

 

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but shall not reduce Executive’s Base Salary during the Employment Period without the Executive’s express prior written consent. All references herein to Base Salary shall mean, for allpurposes of this Agreement, Executive’s Base Salary as initially established in, and as may subsequently be increased pursuant to, this Section 3(a). 

**(b) Bonuses; Incentive Compensation**. In addition to Executive’s Base Salary, Executive shall be entitled to any cashor equity-based incentive compensation and bonuses to the extent earned pursuant to any plan or arrangement of the Bank or BFC in which Executive is eligible to participate during the Employment Period, or to such other extent as the Board or itsHuman Resources Committee may determine in its discretion to award to Executive. 

**(c) Other Compensation**. TheBank may provide such additional compensation to Executive in such form and in such amounts as may be approved by the Board or the Human Resources Committee in its sole discretion. 

**(d) Special Allowances**. The Bank shall provide Executive with either the use of an automobile or an automobile allowanceand either the use of a cellular telephone or a cellular telephone allowance during the Employment Period in accordance with the standard policies and practices of the Bank and consistent with that provided to Executive as of the Effective Date;provided that the allowance for a given year must be paid to the Executive not later than 2.5 months after the end of such year. 

**(e) Reimbursement of Expenses**. The Bank shall pay or reimburse Executive in accordance with the standard policies andpractices of the Bank for all reasonable expenses incurred by Executive during the Employment Period in connection with his employment hereunder or the business of the Bank; provided that such payment or reimbursement must occur not later than 2.5months after the end of the year in which such expense was incurred. 

**(f) Paid Time Off**. Executive shall beentitled to receive not less than 176 hours of paid time off (“**PTO**”) per calendar year during the Employment Period in accordance with the PTO policies of the Bank as then applicable to senior executive officers of the Bank.Executive shall also be entitled to take time off during all legal holidays approved by the Board for Bank employees generally. Executive shall receive his Base Salary and the other amounts and benefits provided for in Section 3 hereof duringall PTO periods and legal holidays. Except as permitted by the PTO policies of the Bank, Executive shall not be entitled to receive any additional compensation for his failure to take PTO or accumulate unused PTO from one year to the next.

**(g) Other Benefits**. The Bank shall provide Executive with all other benefits that are now or hereafter provideduniformly to non-probationary full-time employees of the Bank during the Employment Period, including, without limitation, benefits under any Section 125 Cafeteria Plan, any group medical, dental, vision, disability and life insurance plansthat are now or hereafter maintained by the Bank (collectively, the “**Core Plans**”), and under any 401(k) plan (“**401(k) Plan**”) and Employee Stock Ownership Plan (“**ESOP**”) that is now or hereaftersponsored by the Bank, in each case subject to the Bank’s policies concerning employee payments and contributions under such plans. The Bank shall not make any changes to any Core Plan that would materially and adversely affect Executive’srights or benefits under such plan unless such changes are made applicable to all non-probationary full-time employees of the Bank 

 

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on a non-discriminatory basis. Nothing paid to Executive under any Core Plan or any 401(k) Plan or ESOP shall be deemed to be in lieu of any other compensation that Executive is entitled toreceive under this Agreement. 

**(h) Disability Insurance**. During the Employment Period, the Bank may provideExecutive with a disability insurance policy with coverage sufficient to provide Executive with annual disability insurance payments in an amount up to sixty percent (60%) of Executive’s Base Salary for a period at least equal to the thenremaining term of the Employment Period (the “**Disability Policy**”) in the event that Executive’s employment is terminated by reason of a Disability Determination (as defined below). If a Disability Policy is so provided,Executive shall be responsible for the payment of all premiums on the Disability Policy and shall cooperate with the Bank in all respects as necessary or appropriate to enable the Bank to procure the Disability Policy, and the Bank shall provideExecutive with an annual allowance in an amount sufficient, on an after-tax basis, to equal the annual premiums for the Disability Policy; provided that the allowance for a given year must be paid to the Executive not later than 2.5 months after theend of the year in which such premiums are paid. 

**(i) Disability Insurance Adjustment**. If Executive receivesdisability benefits under the Disability Policy or any Core Plan or receives federal Social Security disability benefits (collectively, “**Disability Payments**”), the Bank’s obligation under Section 3(a) and 6(b) hereof topay Executive his Base Salary shall be reduced, as of the date the Disability Payments are first received by Executive, to an amount equal to the difference between Executive’s Base Salary and the Disability Payments that Executive receivedduring each applicable payroll period. The Executive shall make reasonable good faith efforts to notify the Bank of the receipt of Disability Payments. 

**(j) Limit on Perquisites.** Notwithstanding the foregoing or anything to the contrary in this Agreement, the amounts payableto Executive pursuant to Section 3(d) of this Agreement in a given year shall not in the aggregate exceed ten percent (10%) of the cash compensation (defined as payments under Sections 3(a), 3(b) and 3(c), including the value of annualincentive compensation or bonuses to the extent paid in equity awards under BFC’s 2006 Equity Incentive Plan, as amended from time to time (the “**2006 EIP**”)) paid to Executive during such year. 

 
**4.****TERMINATION BY THE BANK.**
**(a) Termination For Cause**. The Board may terminate Executive’s employment with the Bank “For Cause” at anytime during the Employment Period, subject to the requirements set forth in this Section 4(a) and in Section 7 of this Agreement. A termination “**For Cause**” shall mean the Bank’s termination of Executive’sfull-time employment hereunder because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule orregulation (other than traffic violations or similar offenses), or final cease-and-desist order, a repeated and material failure to achieve minimum objectives under a Business Plan established in accordance with Section 1(d) of this Agreement,a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of this Agreement, or a material breach of any provision of this Agreement. Notwithstanding the foregoing,Executive shall not be deemed to have been 

 

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terminated For Cause unless and until (i) there shall have been delivered to Executive a written notice of the Board’s intention to terminate Executive’s employment For Cause,specifying the alleged grounds for such termination; (ii) if the alleged grounds for such termination are a material breach of this Agreement, a repeated and material failure to achieve minimum objectives under a Business Plan established inaccordance with Section 1(d) of this Agreement, or a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of this Agreement, providing Executive with a reasonableopportunity to cure, if curable, any conduct or acts alleged to be such; (iii) following delivery of such written notice, Executive (together with any counsel selected by him) shall have been given a reasonable opportunity to present to theBoard, at a meeting called and held for or including that purpose, Executive’s position regarding any dispute that exists regarding the alleged grounds for termination For Cause; and (iv) the Board shall adopt a resolution by theaffirmative vote of not less than a majority of its members, finding in good faith and on the basis of reasonable evidence that Executive was guilty of conduct justifying a termination For Cause. The Notice of Termination (as defined inSection 7 below) issued in connection with the termination of Executive’s employment For Cause shall be accompanied by a copy of such resolution. Should a dispute arise concerning the Executive’s termination For Cause, any review ofthe For Cause termination in any judicial or arbitration proceeding will be limited to a determination of whether the Board acted in good faith and on the basis of reasonable evidence. 

**(b) Termination for Disability**. Upon a determination (a “**Disability Determination**”) of Disability (asdefined below), the Board, in its discretion, may terminate Executive’s employment with the Bank at any time from and after the date of such Disability Determination. Following a Disability Determination, the Board may, in lieu of terminatingExecutive’s employment by reason of the Disability Determination, appoint one or more other persons to serve as an Acting Regional President of the Bank to fulfill, on a temporary basis, the duties and responsibilities of Executive. Any suchtemporary appointment shall be without prejudice to the Board’s right to thereafter terminate Executive’s employment based on a Disability Determination made pursuant to this Section 4(b) or as otherwise provided herein. The term“**Disability**” shall mean that (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected tolast for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank. 

**(c) Termination Without Cause**. The Board, in its discretion, may terminate Executive’s employment with the Bank“Without Cause” at any time, subject to the notification requirements set forth in Section 7 hereof. A termination “**Without Cause**” shall mean the Board’s termination of Executive’s employment for any reasonother than a termination For Cause or a termination based on a Disability Determination or death. 

**(d) Termination underCode Section 409A**. Any termination described in this Section 4 will only be deemed to have occurred if such termination constitutes a “separation from service” as defined under Section 409A of the Internal RevenueCode of 1986, as amended, or any successor thereto (the “**Code**”). 

 

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**5.****TERMINATION BY EXECUTIVE OR BY REASON OF DEATH.**
**(a) Termination By Resignation**. Executive may, in his discretion, terminate his employment with the Bank “ByResignation” at any time during the Employment Period, subject to the notification requirements set forth in Section 7 hereof. A termination “**By Resignation**” shall mean Executive’s termination of his employment forany reason other than a “Good Reason” as such term is defined in Section 5(b) hereof. 

**(b) TerminationFor Good Reason**. Executive may terminate Executive’s employment with the Bank for “Good Reason,” subject to the requirements set forth in this Section 5(b) and the notification requirements set forth in Section 7hereof. A termination for “**Good Reason**” shall mean Executive’s resignation from the Bank’s employ during the Employment Period based upon any of the following reasons, but only if taken or occurring during the EmploymentPeriod without Executive’s prior written express consent: (i) a decision by the Board not to elect or re-elect or to appoint or re-appoint Executive to the office of Regional President of the of the Bank, or a decision by the Board toremove Executive from any such position; (ii) a failure by the Board to elect or re-elect or to appoint or re-appoint Executive to the office of Regional President of the of the Bank; (iii) the failure of the Board to extend the EmploymentPeriod in accordance with Section 2(a) for an additional one (1) year so that the remaining term thereof will be thirty six (36) months; (iv) the Board’s relocation of Executive’s principal place of employment to aplace that is more than fifteen (15) miles from the city limits of Chicago, Illinois; (v) a reduction in Executive’s Base Salary, or a material reduction in the benefits to which Executive is entitled to receive underSection 3(d) through Section 3(i) of this Agreement; (vi) a liquidation or dissolution of the Bank; (vii) a material uncured breach of this Agreement by the Bank; or (viii) the occurrence of a “**Change inControl**” as such term is defined in the 2006 EIP. Executive shall have the right to elect to terminate his employment for Good Reason only by giving the Chairman and Chief Executive Officer of the Bank a Notice of Termination (as definedbelow) within sixty (60) days after the act, omission or event giving rise to said right to elect. Notwithstanding the foregoing, Executive shall not have a right to elect to terminate his employment (i) based on the events set forth inthis Section 5(b) solely on the basis of the Board’s appointment of an Acting Regional President of the Bank following a Disability Determination made in accordance with Section 4(b) of this Agreement, or (ii) if the Bank fullyrescinds or cures, within ten (10) days after its receipt of Executive’s Notice of Termination, the act, omission or event giving rise to Executive’s right to elect to terminate his employment for Good Reason. 

**(c) Termination Upon Death**. Executive’s employment with the Bank shall terminate immediately upon Executive’sdeath, without regard to the notification requirements set forth in Section 7 hereof. 

**(d) Termination under CodeSection 409A**. Any termination described in this Section 5 will only be deemed to have occurred if such termination constitutes a “separation from service” as defined under Code Section 409A. 

 

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**6.****FINANCIAL CONSEQUENCES OF TERMINATION.**
**(a) Termination For Cause**. In the event that Executive’s employment is terminated For Cause during the EmploymentPeriod, the Bank shall pay Executive the unpaid balance of Executive’s Base Salary through the effective date of the termination of Executive’s employment (“**Earned Salary**”), but Executive shall receive no bonus orincentive compensation for the current year (all such amounts shall remain unearned and unvested), and shall receive no compensation or other benefits (including the compensation and benefits set forth in Section 3(a) through Section 3(i)and Section 6 hereof) for any period after the effective date of the termination of Executive’s employment; *provided, however*, that any rights of Executive under any applicable state and federal laws, including ERISA and COBRA, andany rights of Executive that have vested, whether by application of any state or federal law, the provisions of any contract, employee benefits plan or otherwise, shall not be terminated or prejudiced by a termination For Cause. UponExecutive’s death, any payments due under this Section 6(a) shall be paid, as applicable, to Executive’s estate, trust or as otherwise required by law. 

**(b) Termination for Disability**. In the event that Executive’s employment is terminated during the Employment Periodbased on a Disability Determination, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive an amount equal to the annual average of any cash incentive compensation and bonus that Executive receivedduring the immediately preceding two (2) fiscal years, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“**Prorated IncentiveCompensation**”); (iii) make, for the benefit of Executive, the matching 401(k) plan contribution that Executive is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to theeffective date of the termination of Executive’s employment (“**Accrued Plan Contribution**”); (iv) subject to the disability insurance adjustment set forth in Section 3(i) hereof, pay Executive the Base Salary thatExecutive would have been paid pursuant to Section 3(a) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a DisabilityDetermination; (v) provide Executive ( and upon his death his surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and his surviving spouse and minor children, if any) would have been providedpursuant to Section 3(g) hereof from the effective date of termination through the date the Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination (subject topayment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the health insurance continuation benefits setforth in Section 6(i), beginning on the date of the expiration of the health insurance coverage provided under the Core Plans pursuant to Section 6(b)(v) (subject to the payment of the costs specified therein). Amounts payable underSubsections (ii) and (iv) of this Section 6(b) shall be paid in a single lump sum on the Bank’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 24of this Agreement. If deferral is required, Section 24 shall control the timing of such payments. 

**(c) TerminationWithout Cause**. In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Bank shall: (i) pay Executive his 

 

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Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (asdefined above); (iv) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation (defined below); (v) provide Executive (and upon his death his surviving spouse and minor children, if any) withcoverage under the Core Plans for a period of 36 months from the effective date of the termination of Executive’s employment (subject to payment of the costs and contributions that such plans provide are the responsibility of the insuredemployee); and (vi) provide Executive (and his spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(i) beginning on the expiration date of the health insurance coverage provided underthe Core Plans pursuant to Section 6(c)(v) (subject to the payment of the costs specified therein). The term “**Average Annual Compensation,**” as used in this Section 6(c), shall mean the average of Executive’s annualCompensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employedby the Bank. The term “**Compensation**” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary paid pursuant to Section 3(a), incentive compensation or bonuses paid pursuant toSection 3(b) (whether paid in cash or through equity awards made pursuant to the 2006 EIP), and any other compensation paid pursuant to Section 3(c). For purposes of clarity and not limitation, if all or a portion of Executive’sannual incentive compensation or bonus is paid in the form of equity awards or is paid in cash and converted after-tax into equity awards, then such amounts, on a gross basis, shall be included in the term Compensation; *provided, however*,that the term “Compensation” shall not include the initial equity awards that were made to Executive in 2006 under the 2006 EIP. Amounts payable under Subsections (ii) and (iv) of this Section 6(c) shall be paid in a singlelump sum on the Bank’s second regular payroll date after the effective date of termination unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the timing ofsuch payments. 

**(d) Termination By Resignation**. In the event that Executive’s full-time employment isterminated By Resignation during the Employment Period, the Bank shall pay Executive his Earned Salary (as defined above), but Executive shall receive no compensation or other benefits (including the compensation and benefits set forth inSection 3(a) through Section 3(i) hereof) for any period after the effective date of the termination of Executive’s employment; *provided, however*, that any rights of Executive under any applicable state and federal laws,including ERISA and COBRA, and any rights of Executive that have vested, whether by application of any applicable state or federal law, the provisions of any contract, employee benefits plan or otherwise, shall not be terminated or prejudiced by atermination By Resignation. 

**(e) Termination for Good Reason**. In the event that Executive’s employment isterminated by Executive for Good Reason during the Employment Period, the Bank shall pay Executive the same amounts that Executive would have been paid pursuant to Sections 6(c) (i), (ii), (iii) and (iv), and shall provide Executive (and uponhis death his surviving spouse and minor children, if any) with the same coverages under the Core Plans coverage that Executive (and his spouse and minor children, if any) would have been provided pursuant to Section 6(c)(v) (subject to thepayment of the costs and contributions that such plans provide are the responsibility of the insured employee) and the same health insurance continuation benefits that 

 

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Executive (and his spouse and minor children, if any) would have been provided pursuant Section 6(c)(vi) (subject to the payment of the costs specified therein) if Executive’semployment had been terminated by the Bank Without Cause on the effective date of the termination of Executive’s employment. Amounts payable under this Section 6(e) shall be paid in a single lump sum on the Bank’s second regularpayroll date after the effective date of termination unless deferral of such payment is required under Section 24 of this Agreement. If deferral is required, Section 24 shall control the timing of such payments. 

**(f) Termination Upon Death**. In the event Executive’s employment with the Bank is terminated during the EmploymentPeriod by reason of Executive’s death, the Bank shall pay Executive’s estate or trust, as applicable, the same amounts Executive would have been paid pursuant to Sections 6(b)(i), (ii), (iii) and (iv), and shall provide his survivingspouse and minor children, if any, with the same coverages under the Core Plans that they would have been provided pursuant to Section 6(b)(v) (subject to the payment of the costs and contributions that such plans provide are the responsibilityof the insured employee) and the same health insurance continuation coverages they would have been provided pursuant to Section 6(b)(vi) (subject to the payment of the costs specified therein) if Executive’s employment had been terminatedby the Bank based on a Disability Determination on the date of Executive’s death. Amounts payable under this Section 6(f) shall be paid in a single lump sum on the Bank’s second regular payroll date after the date of Executive’sdeath. 

**(g) Capital Limitations**. Notwithstanding any other provisions of this Agreement and to the extentpermitted under Code Section 409A: (i) in the event the Bank is not in compliance with its minimum capital requirements as established by applicable federal laws and regulations at the time any payment becomes due to Executive pursuant toSection 6 hereof, the Bank shall be entitled to defer such payment until such time as the Bank is in compliance with such minimum capital requirements; and (ii) if the Bank is in compliance with such minimum capital requirements at thetime any such payment becomes due, but the making of any such payment would cause the Bank’s capital to fall below such minimum capital requirements, the Bank shall be entitled to reduce the amount of such payment as necessary to enable theBank to remain in compliance with such minimum capital requirements, subject to the Bank’s obligation to pay the amount of any such reductions (or any portion thereof) as soon as such amount can be paid without causing the Bank’s capitalto fall below such minimum capital requirements. 

**(h) Section 280G Limitation**. Notwithstanding any otherprovisions of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive pursuant to Section 6 of this Agreement constitute an “excess parachute payment” under Section 280G of theCode. In order to avoid such a result, such aggregate payments or benefits will be reduced, if necessary, to a lesser amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “baseamount” as determined in accordance with said Section 280G. The reduction shall be allocated among the components of such payments and benefits in the manner designated by Executive. 

**(i) Post-Employment Health Insurance**. In the event of Executive’s termination of employment pursuant to Sections4(b), 4(c), 5(b) or 5(c), beginning on the expiration date of any health insurance coverage under the Core Plans provided pursuant to Section 6 hereof and continuing through the earlier of (i) the date on which Executive becomeseligible for 

 

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comparable coverage under another group health insurance plan with no pre-existing condition limitation or exclusion or (ii) the date on which Executive becomes entitled to benefits underMedicare (and the date on which the Executive’s spouse becomes entitled to benefits under Medicare with respect to the right to continued coverage for such spouse), Executive (and any qualified dependents, including Executive’s spouse)shall be entitled to group health insurance coverage. Such coverage shall be provided under the group health insurance plan in which the employees and senior executives of BFC and the Bank (including the employees and senior executives of anysuccessors of BFC and the Bank) participate (as such plan is then in effect and as it may be modified, replaced or substituted at any time and from time to time during the period of coverage contemplated in this Section 6(i)), to the sameextent as Executive was participating immediately prior to termination, at the Executive’s cost, which cost shall be an amount equal to the cost of such benefits as if such benefits were being provided pursuant to COBRA. Executive shallpromptly notify BFC if Executive becomes eligible for coverage under another group health plan with no pre-existing condition limitation or exclusion or Executive becomes entitled to full benefits under Medicare. Nothing contained in this section isintended to limit or otherwise modify benefits that the Executive may otherwise be entitled to under this Agreement with respect to the Core Plans. 

**(j) General Release**. In consideration of the Bank’s agreements with respect to the monetary payments and otherbenefits provided for in Section 6 of this Agreement (which payments and benefits exceed the nature and scope of that to which Executive would have been legally entitled to receive absent this Agreement), and as a condition precedent toExecutive’s receipt of such payments and other benefits, Executive (or in the event of Executive’s death, Executive’s executor, trustee, administrator or personal representative, as applicable), shall, at the time the first of anysuch payments and other benefits is tendered, execute and deliver to the Bank a general release in favor of the Bank and its Affiliates (as defined below), releasing all claims, demands, causes of actions and liabilities arising out of thisAgreement, Executive’s employment or the termination thereof, including, but not limited to, claims, demands, causes of action and liabilities for wages, back pay, front pay, attorney’s fees, other sums of money, insurance, benefits, orcontracts; and all claims, demands, causes of actions and liabilities arising out of or under the statutory, common law or other rules, orders or regulations of the United States or any State or political subdivision thereof, whether now existed orhereinafter enacted or adopted, including the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, and no further payments shall be due Executive until such time as all applicable waiting or rescission periodsthereunder shall have expired or shall have been waived. Notwithstanding the foregoing or anything to the contrary herein, the general release shall not release, and shall expressly reserve, any unperformed obligations of the Bank under thisAgreement, or of BFC under the 2006 EIP, to Executive. 

 
**7.****NOTICE OF TERMINATION.**
Any termination or purported termination by the Bank or Executive of Executive’s employment with the Bank shall be communicated by aNotice of Termination to the other party. A “**Notice of Termination**” shall mean a written notice that shall set forth the effective date of the termination of Executive’s employment, identify the specific terminationprovision(s) in this Agreement relied upon, and set forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of Executive’s employment under the provision so identified.

 

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The party issuing the Notice of Termination shall cause it to be delivered to the other party either in person, by United States mail or via a reputable commercial delivery service (i) notless than thirty (30) days prior to the effective date of termination in the case of a termination Without Cause or By Resignation or based on a Disability Determination; (ii) not less than thirty (30) days prior to the effective dateof termination and as otherwise provided in Section 4(a) hereof in the case of a termination For Cause; and (iii) as provided in Section 5(b) hereof in the case of a termination for Good Reason. Notices to the Bank shall be addressedand delivered to the principal headquarters office of the Bank, Attention: Chief Executive Officer and General Counsel, with a copy concurrently so delivered to General Corporate Counsel to the Bank, Barack Ferrazzano Kirschbaum & NagelbergLLP, 200 West Madison Street, Suite 3900, Chicago, Illinois 60606, to the joint attention of Edwin S. del Hierro and Donald L. Norman, Jr. Notices to the Executive shall be sent to the address set forth below the Executive’s signature on thisAgreement, or to such other address as Executive may hereafter designate in a written notice given to the Bank and its counsel. 

 
**8.****NON-COMPETITION AND OTHER AGREEMENTS.**
**(a) Non-Competition**. Executive shall not, during the Non-Competition Period (as hereinafter defined), directly orindirectly, and in any capacity, including as an individual for Executive’s own account, or as an employee, agent, independent contractor, consultant, officer, director, stockholder, owner or member of any association, corporation (whether forprofit or not for profit), partnership (whether general or limited), limited liability company, trust, firm, any federal, state or local government, agency, commission, board, district or body politic, any other registered or legal entity of anytype (each a “**Legal Entity**”), or as an employee, agent, independent contractor or consultant of or for any person, compete with the Bank in any of the following lines of business: the business of originating or purchasing loans,leases and payment streams thereunder, accepting deposits, selling or providing insurance, securities, financial planning, and asset management products and services, accepting referrals of any of the foregoing, and other business contracts,relationships or activities of the Bank and any Affiliate (as defined below) of the Bank (collectively, “**Banking Business**”) from a place that is located within five (5) miles of a place where the Bank or any Affiliate maintainsa branch, office or other place of business, or has filed a regulatory notice or application to establish a branch, office or other place of business (collectively, the “**Restricted Area**”). The term “**Non-CompetitionPeriod**” shall mean: (i) the greater of (A) six (6) months after the effective date of the termination of Executive’s employment, and (B) any period of time during which Executive is entitled to receive payments orbenefits pursuant to Section 6(b), 6(c) or 6(e) of this Agreement on account of a termination based on a Disability Determination, Without Cause or for Good Reason, respectively; and (ii) six (6) months from the effective date of thetermination of Executive’s employment if such employment is terminated By Resignation or With Cause. The term “**Affiliate**” means, for all purposes of this Agreement, any Legal Entity that directly or indirectly, through one ormore intermediaries, controls, or is controlled by, or is under common control with, the Bank. The following Legal Entities are Affiliates of the Bank as of the date of this Agreement: BFC; Financial Assurance Services, Inc.; SXNB Corporation (anIllinois corporation in dissolution); Success Bancshares, Inc. (a Delaware corporation in dissolution); and BF Asset Recovery Corporation. 

 

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**(b) Non-Solicitation**. Executive shall not, during the Non-Solicitation Period(as hereinafter defined), directly or indirectly, either as an individual for Executive’s own account, or as an employee, agent, independent contractor or consultant of or for any person or Legal Entity, or as an officer, director, stockholder,owner or member of any Legal Entity: (i) call upon or solicit for the purpose of obtaining Banking Business from, or do any Banking Business with, any person or Legal Entity that was or is a customer of the Bank or any Affiliate at any timebetween the Effective Date of this Agreement and the last day of the Non-Solicitation Period, and with which Executive had dealings on behalf of the Bank (a “**Protected Customer**”); (ii) divert or take away from the Bank or anAffiliate any existing Banking Business between the Bank or an Affiliate and a Protected Customer; (iii) call upon or solicit for the purpose of obtaining Banking Business from, or do any Banking Business with, any person or Legal Entity fromwhich the Bank or an Affiliate purchased loans or personal property leases (or any payment streams thereunder), or that referred or originated loans or personal property leases (or any payment streams thereunder) to, for or on behalf of the Bank oran Affiliate at any time between the Effective Date of this Agreement and the last day of the Non-Solicitation Period (a “**Protected Referral Source**”); (iv) divert or take away from the Bank or an Affiliate any existing BankingBusiness between the Bank or an Affiliate and a Protected Referral Source; (v) solicit or induce any Protected Customer or Protected Referral Source to terminate or not renew or continue any Banking Business with the Bank or any Affiliate, orto terminate or not renew or continue any contractual relationship with the Bank or any Affiliate; (vi) hire, or assist or cause any person or Legal Entity with which Executive is affiliated or associated in hiring, any person who was or is anemployee of the Bank or any Affiliate between the Effective Date of this Agreement and the last day of the Non-Solicitation Period (a “**Protected Employee**”); (vii) solicit or induce any Protected Employee to terminate his or heremployment with the Bank or any Affiliate; or (viii) attempt to do, or conspire with or aid and abet others in doing or attempting to do, any of the foregoing. The term “**Non-Solicitation Period**” shall mean, except as providedin Section 8(f) below, a period of eighteen (18) months commencing on the effective date of the termination of Executive’s employment. 

**(c) Confidentiality**. Executive recognizes and acknowledges that personal information and knowledge thereof regarding thecustomers of the Bank and its Affiliates are protected by state and federal law and the Privacy Principles of the Bank and its Affiliates, as amended from time to time (collectively, “**Protected Customer Information**”), and thatcustomer lists, trade secrets, nonpublic financial information, and nonpublic past, present, planned or considered business activities of the Bank and its Affiliates and any plans for such business activities (collectively, “**ProprietaryInformation**”) are valuable, special and unique assets of the Bank. Executive will not, during or after the Employment Period, disclose any Protected Customer Information or Proprietary Information or his knowledge thereof to any person orLegal Entity other than the Bank of any Affiliate, or use any Protected Customer Information or Proprietary Information to the detriment of the Bank, any Affiliate or any of their respective customers or employees, or for the benefit of himself, anyperson or any Legal Entity, for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may (i) disclose and use information that becomes publicly known through no wrongful act or omission of Executive, but only if thedisclosure of such information is not restricted by any applicable state or federal laws or regulations and the information is not received from a person who was or is bound by an obligation not to disclose such information; (ii) disclose anduse any financial, banking, business or economic principles, concepts or ideas that do not constitute 

 

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Protected Customer Information or Proprietary Information; (iii) disclose any information regarding the business activities of the Bank or its Affiliates to a governmental authority pursuantto a formal written request made by such governmental authority; and (iv) disclose any information required to be disclosed by Executive pursuant to an order or judicial process issued by a court of competent jurisdiction; *provided,however*, that to the extent not prohibited by applicable state or federal law, Executive shall provide the Bank or the applicable Affiliate with at least ten (10) days’ prior written notice of his intention to disclose informationpursuant to subparagraph (iii) or (iv) of this Section 8(c). 

**(d) Cooperation in LegalProceedings**. During the Employment Period and for a period equal to three (3) years from the effective date of the termination of Executive’s employment, Executive shall, upon reasonable notice, furnish such cooperation,information and assistance to the Bank as may reasonably be required by the Bank or any Affiliate of the Bank in connection with any pending or threatened judicial, administrative or arbitration proceeding or any investigation that is based onevents or circumstances in which Executive had personal knowledge or involvement and in which the Bank or any of its Affiliates is or may become a party or target, except for proceedings instituted against Executive by the Bank or any governmentalor regulatory authority, or proceedings instituted by Executive against the Bank to enforce the terms of this Agreement or any other duties or obligations of the Bank to Executive. The Bank, or if applicable, its Affiliate, shall reimburse Executivefor all reasonable costs and expenses incurred by Executive in providing such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated todevote more than two (2) days per calendar month in fulfilling his obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoid interfering with any duties that Executive may then have toany client or other employer. Notwithstanding anything to the contrary in this Section 8(d) or this Agreement, while Executive will be encouraged to voluntarily provide sworn testimony where appropriate, Executive shall have no duty to providesworn testimony in any judicial, arbitration or discovery proceeding except as may be required by any rule of procedure, subpoena or judicial process applicable to or enforceable against Executive, and in no case shall Executive be required toprovide any testimony that, in the judgment of Executive, might or could expose him to civil liability or compromise his privilege against self incrimination. Any testimony given by Executive in such a proceeding shall be truthful, but in no eventshall the content of any testimony given by Executive in such a proceeding constitute a breach of this Section 8(d) or any other provision of this Agreement. Executive may condition his providing of assistance and testimony hereunder on hisreceipt of an undertaking from the Bank that it will indemnify him for such actions to the fullest extent permitted by applicable law. 

**(e) Remedies**. Executive and the Bank stipulate that irreparable injury will result to the Bank and its Affiliates and theirbusiness and property in the event of Executive’s violation of any provision of this Section 8, and agree that, in the event of any such violation by Executive, the Bank, and if applicable, its Affiliates, will be entitled, in addition toany other rights, remedies and money damages that may then be available, to injunctive relief to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for, under the direction orcontrol of or in concert with Executive, and to such other equitable remedies as may then be available. Nothing herein will be construed as prohibiting the Bank or any Affiliate from pursuing any other remedies available to the Bank or suchAffiliate for such breach or threatened breach, including the recovery of money damages from Executive. 

 

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**(f) Adjustment of Non-Solicitation Period**. The Non-Solicitation Period shallbe reduced from eighteen (18) months to ninety (90) days, but only with respect to the restrictions set forth in Subsection (b)(i) and Subsection (b)(iii) of Section 8 of this Agreement (and the prohibitions in Subsection (b)(viii) ofSection 8 against aiding, abetting, inducing or conspiring with others to violate those restrictions), in the event that the Bank terminates Executive’s employment For Cause based on a repeated and material failure to achieve minimumobjectives under a Business Plan established in accordance with Section 1(d) of this Agreement, or a repeated and material failure of Executive to meet reasonable performance standards established in accordance with Section 1(d) of thisAgreement. The Non-Solicitation Period shall be reduced from eighteen (18) months to six (6) months, but only with respect to the restrictions set forth in Subsection (b)(i) and Subsection (b)(iii) of Section 8 of this Agreement (andthe prohibitions in Subsection (b)(viii) of Section 8 against, aiding, abetting, inducing or conspiring with others to violate those restrictions), in the event that the Bank terminates this Agreement Without Cause or Executive terminates thisAgreement for Good Reason, provided that, in either case, Executive executes and delivers to the Bank a writing, acceptable in form and substance to the Bank, that releases and waives any and all obligations that the Bank may have underSection 6(c) or 6(e) of this Agreement to pay Executive any Base Salary after the expiration of such six-month period, or to provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the CorePlans after the expiration of such six-month Non-Solicitation Period. 

 
**9.****SOURCE OF FUNDS; ALLOCATION.**
All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. 

 
**10.****EFFECT ON PRIOR AGREEMENTS AND EXISTING PLANS.**
This Agreement contains the entire understanding between the parties hereto with respect to Executive’s employment with the Bank, andsupersedes the Initial Agreement, any prior offer of employment, employment letter or other agreements or understandings between the Bank and Executive, whether oral or written, with respect thereto, except that this Agreement shall not affect oroperate to reduce any benefit or compensation inuring to Executive of a kind provided for in any Core Plan or any separate plan or program established for the benefit of Bank employees generally, or any separate plan or program established after thedate of this Agreement for the specific benefit of Executive. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

 
**11.****MODIFICATION AND WAIVER.**
This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto and approved by the Board;provided that in no circumstances may this Agreement be modified or amended if such modification or amendment would not be 

 

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permitted under Code Section 409A. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision ofthis Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specificterm or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived. Notwithstanding the foregoing, in the event that any provision or the implementation of anyprovision of this Agreement is finally determined to violate any applicable law, regulation or other regulatory requirement that is binding on the Bank, or to constitute an unsafe and unsound banking practice, Executive and the Bank agree to amendsuch provision to the extent necessary to remove or eliminate such violation or unsafe and unsound banking practice, and such provision shall then be applicable in the amended form. 

 
**12.****NO ATTACHMENT.**
Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation,sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, andof no effect. 

 
**13.****REQUIRED PROVISIONS.**
In the event any of the foregoing provisions of this Agreement are in conflict with the provisions of this Section 13, thisSection 13 shall prevail. 

**(a) Rights Not Prejudiced**. The Bank may terminate Executive’s employment atany time, but any termination by the Bank, other than For Cause, shall not prejudice any right of Executive to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for anyperiod after a termination For Cause as provided in Section 6(a) hereof. 

**(b) Suspension; TemporaryRemoval**. To the extent permitted by Code Section 409A, if Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Bank or an Affiliate by a notice served under Section 8(e)(3) or8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in thenotice are dismissed, the Bank may in its discretion: (i) pay Executive all or part of the compensation withheld while the contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which weresuspended. 

**(c) Removal; Prohibition**. If Executive is removed and/or permanently prohibited from participatingin the conduct of the affairs of the Bank or an Affiliate by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 181 8(e)(4) or (g)(1), all obligations of the Bank under this Agreementshall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. 

 

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**(d) Bank in Default**. If the Bank is in default as defined inSection 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of thecontracting parties. 

**(e) Regulatory Termination**. All obligations under this Agreement shall be terminated,except to the extent determined that continuation of this Agreement is necessary for the continued operation of the institution: (i) by the Director of the OTS (or his designee) at the time the FDIC enters into an agreement to provideassistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (orhis designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested,however, shall not be affected by such action. 

**(f) Certain Payments**. Any payments made to Executive pursuant tothis Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder. 

**(g) OTS Limitation**. Notwithstanding anything to the contrary in this Agreement, in no case shall the total DepartureCompensation (defined below) paid to Executive upon the termination of his employment with the Bank, regardless of the reason, exceed three (3) times Executive’s Average Annual Regulatory Compensation (defined below). The term“**Departure Compensation**” shall mean any payments and other things of value that the Bank makes or provides to Executive upon the termination of Executive’s employment with the Bank, but shall not mean or include any ProratedIncentive Compensation (defined above) that the Board determines was earned by Executive prior to the Effective Date of termination, any Earned Salary (defined above) or any Accrued Plan Contributions (defined above). The term “Average**Annual Regulatory Compensation**” shall mean the average of Executive’s annual Regulatory Compensation (defined below) based on the most recent three (3) tax years, or if Executive was employed by the Bank for less than three(3) full tax years, based on such lesser number of tax years or portions thereof as Executive was employed by the Bank. The term “**Regulatory Compensation**” shall mean, for the purposes of the foregoing definition as it relatesto any tax year, any payment of money or provision of any other thing of value by the Bank to Executive in consideration of Executive’s employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit-sharingplans, severance payments, retirement, director or committee fees, fringe benefits, payment of expense items without accountability or business purpose or that do not meet Internal Revenue Service requirements for deductibility by the association.In the event that the total Departure Compensation that becomes due to Executive under this Agreement exceeds three (3) times Executive’s Average Annual Regulatory Compensation, the aggregate payments or other things of value constitutingDeparture Compensation shall be reduced to a lesser amount, the value of which shall be one dollar ($1.00) less than three (3) times Executive’s Average Annual Regulatory Compensation. In such a case, the reduction shall be allocated amongthe components of such payments and other things of value in the manner designated by Executive. 

 

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**14.****WITHHOLDING.**
Allpayments required to be made to Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Bank reasonably determines should be withheld pursuant to any applicablestate or federal law or regulation. 

 
**15.****SEVERABILITY.**
If,for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision that is not held invalid, and each such otherprovision and part thereof shall to the full extent consistent with law continue in full force and effect. Without limiting the foregoing, if any provisions of Section 8 of this Agreement are held to be unenforceable because of the scope,duration or area of applicability, the court making such determination shall have the power to modify such scope, duration or area of applicability, or all of them, and such provision shall then be applicable in the modified form. 

 
**16.****HEADINGS FOR REFERENCE ONLY.**
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning orinterpretation of any of the provisions of this Agreement. 

 
**17.****GOVERNING LAW.**
The validity, interpretation, performance and enforcement of this Agreement shall be governed by the internal laws of the State ofIllinois, without regard or reference to any principles of conflicts of law of the State of Illinois, except to the extent that such internal laws are preempted by the laws of the United States or the regulations of the OTS or any other agency ofthe United States. 

 
**18.****DISPUTE RESOLUTION.**
**(a) Arbitration**. Except for claims, cases or controversies based on or arising out of Section 8 of this Agreement(“**Section 8 Claims**”), all claims, cases or controversies arising out of or in connection with either this Agreement, Executive’s employment with the Bank or the termination or cessation of such employment (collectively,“**Employment Claims**”), whether asserted against the Bank, an Affiliate (as defined below), and/or an officer, director or employee of the Bank or an Affiliate, and whether based on this Agreement or existing or subsequently enactedor adopted statutory or common law doctrines, shall be finally settled by arbitration conducted by JAMS Endispute or a successor entity (“**JAMS**”) in Chicago, Illinois, in accordance with the then applicable Employment ArbitrationRules and Procedures of JAMS, or in the event JAMS or a successor in interest of JAMS no longer provides arbitration services, by the American Arbitration Association or a successor entity (the “**AAA**”) in accordance with its thenapplicable National Rules for the Resolution of Employment Disputes. The costs and fees imposed by JAMS or the AAA for conducting such arbitration shall be borne equally by Executive and the Bank unless the arbitrator determines otherwise. The awardrendered by the 

 

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arbitrator(s) shall be final and binding upon Executive, the Bank and any other parties to such proceeding, and may be entered and enforced as a judgment in any court of competent jurisdiction.The Employment Claims subject to arbitration hereunder shall include, but shall not be limited to, those arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the amendments of theCivil Rights Act of 1991, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the law of contract, the law of tort, and other claims under federal, state or local statutes, ordinances and rules or the common law. Executiveand the Bank acknowledge that by agreeing to arbitration they are relinquishing all rights they have to sue each other for Employment Claims that do not constitute Section 8 Claims and any rights that they may have to a jury trial on EmploymentClaims that do not constitute Section 8 Claims. 

**(b) Section 8 Claims**. All Section 8 Claims shallbe brought, commenced and maintained only in a state or federal court of competent jurisdiction situated in the County of Cook or the County of DuPage, State of Illinois. Executive and the Bank each hereby (i) consents to the exercise ofjurisdiction over his or its person and property by any court of competent jurisdiction situated in the County of Cook or the County of DuPage, State of Illinois for the enforcement of any claim, case or controversy based on or arising underSection 8 of this Agreement; (ii) waives any and all personal or other rights to object to such jurisdiction for such purposes; and (iii) waives any objection which it may have to the laying of venue of any such action, suit orproceeding in any such court. 

 
**19.****INDEMNIFICATION AND INSURANCE.**
**(a) Indemnification, Advancement and Insurance**. The Bank shall, subject to the conditions and findings set forth in 12C.F.R. Section 545.121: (i) provide Executive (including his heirs, executors and administrators), at the Bank’s expense, with insurance under a directors’ and officers’ liability insurance policy that reasonably andadequately insures Executive for his acts and omissions as a director, officer or employee of the Bank and its subsidiaries; (ii) indemnify Executive (and his heirs, executors and administrators) against all judgments entered and settlementsmade in any pending or threatened action and any appeal or other proceeding for review of such action, regardless of whether such action is a judicial or administrative proceeding, if such action was brought or threatened because Executive is or wasa director, officer or employee of the Bank or any of its subsidiaries; (iii) indemnify Executive (and his heirs, executors and administrators) against all and reasonable costs and expenses, including reasonable attorney’s fees, actuallypaid or incurred by Executive in defending or settling any such action, or in enforcing Executive’s rights to indemnification under this Section 19; and (iv) to the extent that the Bank is not then authorized by applicable law toprovide such indemnification, advance Executive his reasonable costs and expenses, including reasonable attorney’s fees, arising from the settlement or defense of any such action, subject to the Bank’s receipt of a written undertaking fromExecutive to repay all costs and expenses so advanced if Executive is later determined not to be entitled to indemnification. In the event that 12 C.F.R. Section 545.121 or the provisions of the Bank’s bylaws or charter that relate toindemnification and the advancement of expenses are hereafter amended, such amendment shall apply to the Bank’s obligations under this Section 19, but only to the extent that it increases the Bank’s authority to indemnify or advanceexpenses to Executive beyond the authority that was provided, or reduces any limitations on such authority that were imposed, by 12 C.F.R. Section 545.121 

 

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and the provisions of the Bank’s bylaws or charter on the Effective Date. Notwithstanding the foregoing and anything to the contrary in this Agreement, the Bank shall have no obligationsunder this Section 19 or under any provision of its charter or bylaws to provide indemnification or advance expenses to Executive in connection with any pending or threatened action, and any appeal or other proceeding for review of such action,regardless of whether such action is a judicial or administrative proceeding, if such action was brought or threatened because Executive is or was a director, officer or employee of a person or Legal Entity that is not or was not an Affiliate of theBank, or because of any duty or alleged duty arising out of a past or present employment, contractual or other legal relationship between Executive and a Legal Entity that is or was not an Affiliate of the Bank. Any payments made to Executivepursuant to this Section 19 shall be subject to and conditioned upon compliance with the applicable provisions of 12 U.S.C. 1828(k), as amended, and 12 C.F.R. Section 545.121, as amended, and any rules or regulations promulgated inconnection with therewith. 

**(b) Procedures**. Any request for indemnity or the advancement of expenses shall bemade in a written notice delivered by Executive to the General Counsel of the Bank. The notice shall describe with reasonable particularity the claim that has been made or threatened against Executive and the reasons why Executive believes that itis lawful and appropriate for the Bank to indemnify or advance expenses to him in connection with such claim. Following the delivery of such written notice, the Board shall, as soon as practicable and by no later than its next regularly scheduledBoard meeting, adopt a resolution by the affirmative vote of not less than a majority of its members (i) determining in good faith and on the basis of reasonable evidence or other information whether or not Executive, in connection with suchclaim, was acting in good faith within the scope of his employment or authority as he perceived it under the circumstances and for a purpose he could reasonably have believed under the circumstances was in the best interests of the Bank, and(ii) determining whether or not the Bank will approve or deny Executive’s request subject to any regulatory notification requirements; *provided, however*, that if the Board lacks sufficient evidence or other information at the timeof such meeting to make the determination set forth in Subsection (i) of this Section 19(b), the Board shall adopt a resolution at such meeting by the affirmative vote of not less than a majority of its members determining whether or notthe Bank will advance Executive the reasonable costs of defending or settling such claim, subject to such undertakings by Executive as may be required by applicable law. The Board shall provide Executive with a copy of each such resolution promptlyafter its adoption. 

 
**20.****COSTS AND LEGAL FEES.**
**(a) Payment to Executive**. Except as provided in Section 18(a) hereof, in the event any dispute or controversy arisingunder or in connection with any provision of this Agreement other than Section 8 hereof is resolved on the merits in favor of Executive pursuant to an arbitration award or final judgment, order or decree of a court of competent jurisdiction(the time for appeal therefrom having expired and no appeal having been perfected), the Bank shall be obligated to pay Executive, within thirty (30) days after the date on which such judgment becomes final and not subject to further appeal, allreasonable costs and legal fees paid or incurred by Executive in connection with such dispute or controversy. 

 

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**(b) Payment to Bank**. Except as provided in Section 18(a) hereof, in theevent any dispute or controversy arising under or in connection with Section 8 of this Agreement is resolved on the merits in favor of the Bank pursuant to an arbitration award or final judgment, order or decree of a court of competentjurisdiction (the time for appeal therefrom having expired and no appeal having been perfected), Executive shall be obligated to pay the Bank, within thirty (30) days after the date on which such judgment becomes final and not subject tofurther appeal, all reasonable costs and legal fees paid or incurred by the Bank in connection with such dispute or controversy. 

 
**21.****NO CONFLICTS.**
Executive has heretofore advised the Bank and hereby represents that the execution and delivery of this Agreement and the performance ofthe obligations hereunder do not and will not conflict with, or result in any default, violation or breach of any contract or agreement to which Executive is a party, or of any legal duty of Executive. 

 
**22.****SURVIVAL.**
Therights and obligations of Executive and the Bank under Sections 6, 8, 13, 17, 18, 19 and 20 of this Agreement shall survive the termination of Executive’s employment and the termination or expiration of this Agreement. All other rights andobligations of Executive and the Bank shall survive the termination or expiration of this Agreement shall survive such termination only to the extent that they expressly contemplate future performance and remain unperformed. 

 
**23.****SUCCESSORS AND ASSIGNS.**
**(a) Continuing Rights and Obligations**. This Agreement shall be binding upon, and inure to the benefit of, Executive and hisheirs, executors, administrators and assigns, and the Bank and its successors and assigns. The Bank shall require any of its successors or assigns, whether resulting from a purchase, merger, consolidation, reorganization, conversion or a transfer ofall or substantially all of its business or assets, to expressly and unconditionally to assume and agree to perform its obligations under this Agreement, in the same manner and to the same extent that it would be required to perform such obligationsif no such succession or assignment had occurred. 

**(b) Payments to Estate or Trust**. Any amounts due Executivehereunder shall be paid to Executive’s estate in the event of Executive’s death except as expressly provided herein; provided that, notwithstanding the foregoing, Executive may, in his discretion, provide for the payment of some or all ofsuch amounts to a trust established by Executive. In the event that Executive desires that such amounts be paid to a trust, Executive shall notify the Bank of such intention in writing and comply with any requirements of applicable law. 

 
**24.****CODE SECTION 409A**
**(a)**To the extent that any of the terms and conditions contained herein which were modified by this amended and restated agreementconstitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined 

 

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under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement constitutes an amendment to, and a newelection under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. 

**(b)**It is intended that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulationsrelating thereto so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent withthese intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the partiesagree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. 

**(c)**Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Executive’s termination ofemployment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to be deferred compensation shall be subject to a six (6) monthdelay following the Executive’s separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separatepayments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and all other payments shall be unaffected. All delayed payments shall be accumulated andpaid in a lump-sum catch-up payment as of the first day of the seventh-month following separation from service (or, if earlier, the date of death of the Executive) with all such delayed payments being credited with interest (compounded monthly) forthis period of delay equal to the prime rate in effect on the first day of such six-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be paid to theExecutive in accordance with the payment schedule established herein. 

**(d)**The term“**Specified Employee**” shall mean any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Bank based upon the 12-month period ending oneach December 31st (such 12-month period is referredto below as the “identification period”). If Executive is determined to be a key employee under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period he shall be treated as a SpecifiedEmployee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of such identification period. For purposes of determining whether Executive is a key employee under Code Section 416(i),“compensation” shall mean Executive’s W-2 compensation as reported by the Bank for a particular calendar year. 

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**IN WITNESS WHEREOF**, BankFinancial, F.S.B. has caused thisAgreement to be executed by its duly authorized officers and directors, and Executive has signed this Agreement as of this6th day of May, 2008. 

 
**BANKFINANCIAL, F.S.B.**  **EXECUTIVE**By: 
/s/ F. Morgan Gasior
  
**/s/ John Manos**
   **John Manos**Its: 
Chief Executive Officer
  
 

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