**Exhibit 10.29**

***Execution Copy***

**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 **Elizabeth Doolan**(“**Executive**”). 

**WHEREAS**, the Bank and the Executive have previously entered into an Employment Agreement dated March 31, 2005 (the “**InitialAgreement**”); 

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

**WHEREAS**, Executive is willing to continue to serve in the employ of the Bank on a full-time basis on the terms andconditions set forth herein. 

**NOW**,**THEREFORE**, in consideration of the mutual covenants herein contained, and upon the otherterms and conditions hereinafter provided, the parties hereby agree as follows: 

**1. POSITION AND RESPONSIBILITIES.**

**(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 the Senior Vice President and Controller, Accounting Department, Finance Division of the Bank and its parent company, BankFinancial Corporation (“**BFC**” or the“**Company**”). 

**(b)****Duties and 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, or any person designated by her, has assigned and may hereafter assign to Executive. 

**(c)****Faithful Performance**. Except for periods of paid time off taken in accordance with Section 3(f) hereof or following aDisability 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 her business time, attention, skill and efforts duringthe Employment Period to the faithful performance of her 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 BFC;provided that, notwithstanding the foregoing, Executive may: (i) perform her obligations under any employment agreement hereafter entered into between BFC and Executive (the “**BFC Agreement**”); and (ii) hold directorships,offices or other positions in one or more other organizations to the extent permitted 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 ExecutiveOfficer; and (iii) engage in the occasional practice of public accounting provided that the same does not interfere with Executive’s obligation to devote substantially all of her business time, attention, skill and efforts to the faithfulperformance of her duties under this Agreement. 

**(d)****Performance Standards**. During the Employment Period, Executive shall perform herduties in accordance with the policies and 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 exerciseof good faith business judgment, including those set forth in the Bank’s Personnel Manual, as amended from time to time, and such Business Plans as the Board or the Chief Executive Officer of the Bank has established or may hereafter establishin the exercise of good faith business judgment. 

**2. TERM OF EMPLOYMENT.**

**(a)****Term**. The Employment Period shall commence on the Effective Date and shall thereafter continue for a period of twenty-four(24) 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 be twenty-four (24) months. All references herein to the Employment Period shall mean, forall 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 providedfor 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, the Board or the Human Resources Committee shall determine whether or not toincrease 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 in Section 2(a) hereof. The rationale and results of such review, and thejustification 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 such review, or in any written performance reviews referenced in such minutes. TheBoard, 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 suchreview, 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 or the Human Resources Committee to increase Executive’s Base Salary and/or toextend the Employment Period 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 pursuant to this Section 2(b) shall be subjectto ratification by the Board only to the extent, if any, that ratification may be required by applicable laws and regulations. 

**3. COMPENSATION ANDOTHER BENEFITS.**

**(a)****Base Salary**. During the Employment Period, the Bank shall pay Executive the annual basesalary that is reflected in the payroll 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).Executive’s Base Salary shall be payable in accordance with the regular payroll practices of the Bank. The Board or the Human Resources Committee may increase Executive’s Base Salary at any time, but shall not reduce Executive’s BaseSalary during the Employment Period without the Executive’s express prior written consent. All references herein to Base Salary shall mean, for all purposes of this Agreement, Executive’s Base Salary as initially established in, and as maysubsequently be increased pursuant to, this Section 3(a). 

 

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**(b)****Bonuses; Incentive Compensation**. In addition to Executive’s Base Salary,Executive shall be entitled to any cash or 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 tosuch other extent as the Board or its Human Resources Committee may determine in its discretion to award to Executive. 

**(c)****Other Compensation**. The Bank 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 allowance and eitherthe 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 thatthe 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 and practices of the Bank for all reasonable expenses incurred by Executive during the Employment Period in connection withher employment hereunder or the business of the Bank; provided that such payment or reimbursement must occur not later than 2.5 months after the end of the year in which such expense was incurred. 

**(f)****Paid Time Off**. Executive shall be entitled to receive not less than 176 hours of paid time off (“**PTO**”) percalendar 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 Boardfor Bank employees generally. Executive shall receive her Base Salary and the other amounts and benefits provided for in Section 3 hereof during all PTO periods and legal holidays. Except as permitted by the PTO policies of the Bank, Executiveshall not be entitled to receive any additional compensation for her 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 provided uniformly 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 plans that are now or hereafter maintained by the Bank (collectively, the “**Core Plans**”), andunder any 401(k) plan (“**401(k) Plan**”) and Employee Stock Ownership Plan (“**ESOP**”) that is now or hereafter sponsored by the Bank, in each case subject to the Bank’s policies concerning employee payments andcontributions under such plans. The Bank shall not make any changes to any Core Plan that would materially and adversely affect Executive’s rights or benefits under such plan unless such changes are made applicable to all non-probationaryfull-time employees of the Bank 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 to receive under thisAgreement. 

**(h)****Disability Insurance**. During the Employment Period, the Bank may provide Executive with a disabilityinsurance 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 then remaining term of theEmployment 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 

 

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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 appropriateto enable the Bank to procure the Disability Policy, and the Bank shall provide Executive 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 allowancefor a given year must be paid to the Executive not later than 2.5 months after the end of the year in which such premiums are paid. 

(i)**Disability Insurance Adjustment**. If Executive receives disability benefits under the Disability Policy or any Core Plan or receives federal Social Security disability benefits (collectively, “**Disability Payments**”), theBank’s obligation under Section 3(a) and 6(b) hereof to pay Executive her 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’sBase Salary and the Disability Payments that Executive received during each applicable payroll period. The Executive shall make reasonable good faith efforts to notify the Bank of the receipt of Disability Payments. 

**4. TERMINATION BY THE BANK.**

(a)**Termination For Cause**. The Board may terminate Executive’s employment with the Bank “For Cause” at any time during the Employment Period, subject to the requirements set forth in this Section 4(a) and inSection 7 of this Agreement. A termination “**For Cause**” shall mean the Bank’s termination of Executive’s full-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 or regulation (other than traffic violations or similar offenses), or final cease-and-desist order, a repeated andmaterial 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 accordancewith 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 terminated For Cause unless and until (i) there shall have beendelivered 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 materialbreach of this Agreement, a repeated and material failure to achieve minimum objectives under a Business Plan established in accordance with Section 1(d) of this Agreement, or a repeated and material failure of Executive to meet reasonableperformance standards established in accordance with Section 1(d) of this Agreement, providing Executive with a reasonable opportunity to cure, if curable, any conduct or acts alleged to be such; (iii) following delivery of such writtennotice, Executive (together with any counsel selected by her) shall have been given a reasonable opportunity to present to the Board, at a meeting called and held for or including that purpose, Executive’s position regarding any dispute thatexists regarding the alleged grounds for termination For Cause; and (iv) the Board shall adopt a resolution by the affirmative vote of not less than a majority of its members, finding in good faith and on the basis of reasonable evidence thatExecutive was guilty of conduct justifying a termination For Cause. The Notice of Termination (as defined in Section 7 below) issued in connection with the termination of Executive’s employment For Cause shall be accompanied by a copy ofsuch resolution. Should a dispute arise concerning the Executive’s termination For Cause, any review of the For Cause termination in any judicial or arbitration proceeding will be limited to a determination of whether the Board acted in goodfaith and on the basis of reasonable evidence. The Board shall also be deemed to have terminated Executive’s employment with the Ban for Cause if Executive’s employment with BFC is terminated For Cause during the Employment Period inaccordance with the requirements set forth in the BFC Agreement. 

 

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(b) **Termination for Disability**. Upon a determination (a “**DisabilityDetermination**”) of Disability (as defined 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 DisabilityDetermination, the Board may, in lieu of terminating Executive’s employment by reason of the Disability Determination, appoint one or more other persons to serve as Acting Senior Vice President and Controller, Accounting Department, FinanceDivision of the Bank to fulfill, on a temporary basis, the duties and responsibilities of Executive. Any such temporary appointment shall be without prejudice to the Board’s right to thereafter terminate Executive’s employment based on aDisability Determination made pursuant to this Section 4(b) or as otherwise provided herein. The Board shall also be deemed to have terminated Executive’s employment with the Bank based on a “Disability Determination” ifExecutive’s employment with BFC is terminated during the Employment Period based on a “Disability Determination” in accordance with the requirements set forth in Section 4(b) of the BFC Agreement. 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 “WithoutCause” 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 reason other than atermination For Cause or a termination based on a Disability Determination or death. The Board shall also be deemed to have terminated Executive’s employment with the Bank Without Cause if Executive’s employment with BFC is terminatedduring the Employment Period “Without Cause” in accordance with the requirements set forth in the BFC Agreement. 

(d)**Termination under Code 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 ofthe Internal Revenue Code of 1986, as amended, or any successor thereto (the “**Code**”). 

**5. TERMINATION BY EXECUTIVE OR BY REASON OFDEATH.**

(a) **Termination By Resignation**. Executive may, in her discretion, terminate her employment with the Bank“By Resignation” 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 heremployment for any reason other than a “Good Reason” as such term is defined in Section 5(b) hereof. Executive shall also be deemed to have resigned her employment with the Bank, and to have terminated her employment with the Bank ByResignation, if Executive’s employment with BFC is terminated during the Employment Period By Resignation in accordance with the requirements set forth in the BFC Agreement. 

(b) **Termination For Good Reason**. Executive may terminate Executive’s employment with the Bank for “Good Reason,” subject tothe requirements set forth in this Section 5(b) and the notification requirements set forth in Section 7 hereof. A termination for “**Good Reason**” shall mean Executive’s resignation from the Bank’s employ duringthe Employment Period based upon any of the following reasons, but only if taken or occurring 

 

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during the Employment Period without Executive’s consent: (i) a decision by the Board not to elect or re-elect or to appoint or re-appointExecutive to the office of Senior Vice President and Controller, Accounting Department, Finance Division of the Bank; (ii) the Board’s relocation of Executive’s principal place of employment to a place that is located more thantwenty-five (25) miles from Burr Ridge, Illinois;; (iii) a reduction in Executive’s Base Salary; (iv) a liquidation or dissolution of the Bank; (v) a material uncured breach of this Agreement by the Bank;(vi) Executive’s termination of her employment with BFC for “**Good Reason**” as defined in the BFC Agreement; and (vii) BFC’s termination of Executive’s employment with BFC “Without Cause” as definedin the BFC Agreement. Executive shall have the right to elect to terminate her employment for Good Reason only by giving the Chairman and Chief Executive Officer of the Bank a Notice of Termination (as defined below) within sixty (60) daysafter 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 her employment (i) based on the events set forth in this Section 5(b) solely on thebasis of the Board’s appointment of an Acting Senior Vice President and Controller, Accounting Department, Finance Division of the Bank following a Disability Determination made in accordance with Section 4(b) of this Agreement, or(ii) if the Bank fully rescinds 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 her employment for GoodReason. Executive shall also be deemed to have terminated her employment with the Bank for Good Reason if Executive’s employment with BFC is terminated during the Employment Period for Good Reason in accordance with the requirements set forthin the BFC Agreement. 

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

(d) **Termination underCode Section 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. 

**6. FINANCIAL CONSEQUENCES OF TERMINATION.**

(a)**Termination For Cause**. In the event that Executive’s employment is terminated For Cause during the Employment Period, the Bank shall pay Executive the unpaid balance of Executive’s Base Salary through the effective date ofthe termination of Executive’s employment (“**Earned Salary**”), but Executive shall receive no bonus or incentive compensation for the current year (all such amounts shall remain unearned and unvested), and shall receive nocompensation 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, and any rights of Executive that have vested, whether by application of any state or federal law, the provisions of anycontract, employee benefits plan or otherwise, shall not be terminated or prejudiced by a termination For Cause. Upon Executive’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 isterminated during the Employment Period based on a Disability Determination, the Bank shall: (i) pay Executive her Earned Salary (as defined above); (ii) pay Executive an amount equal to the cash incentive compensation, if any, that theBoard determines in its sole and absolute discretion that Executive is to receive during the current year based on Executive’s demonstrable achievement of the objectives set forth in Executive’s incentive 

 

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compensation program for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the terminationof Executive’s employment (“**Prorated Incentive Compensation**”); (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 onthe number of days during such year that elapsed prior to the effective date of the termination of Executive’s employment (“**Accrued Plan Contribution**”); (iv) subject to the disability insurance adjustment set forth inSection 3(i) hereof, pay Executive the Base Salary that Executive 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’semployment had not been sooner terminated based on a Disability Determination; and (v) provide Executive (and upon her death her surviving spouse and minor children, if any) with the same coverage under the Core Plans that Executive (and hersurviving spouse and minor children, if any) would have been provided pursuant 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 beensooner terminated based on a Disability Determination (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee). Amounts payable under Subsections (ii) and (iv) of thisSection 6(b) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the datethe Employment Period would have expired if Executive’s employment had not been sooner terminated based on a Disability Determination. 

(c) **Termination Without Cause**. In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Bank shall: (i) pay Executive her Earned Salary (as defined above); (ii) payExecutive her Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) pay Executive the Base Salary that Executive would have been paid pursuantto 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 Without Cause; and (v) provide Executive (and upon herdeath her surviving spouse and minor children, if any) with coverage under the Core Plans that Executive would have been provided pursuant to Section 3(g) from the effective date of the termination of Executive’s employment through thedate the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause (subject to payment of the costs and contributions that such plans provide are the responsibility of the insured employee).Amounts payable under Subsections (ii) and (iv) of this Section 6(c) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuingthrough the Bank’s first regular payroll date after the date the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause; *provided, however*, to the extent any portion of theapplicable payment amount under this subsection 6(c) exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable payment that exceeds the“safe harbor” amount in a single lump sum payment payable within five (5) days after the Executive’s termination. 

(d)**Termination By Resignation**. In the event that Executive’s full-time employment is terminated By Resignation during the Employment Period, the Bank shall pay Executive her Earned Salary (as defined above), but Executive shallreceive no compensation or other benefits (including the compensation and benefits set forth in Section 3(a) through Section 3(j) 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 

 

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applicable state or federal law, the provisions of any contract, employee benefits plan or otherwise, shall not be terminated or prejudiced by a terminationBy Resignation. 

(e) **Termination for Good Reason**. In the event that Executive’s employment is terminated by Executivefor 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 upon her death her survivingspouse and minor children, if any) with the same coverages under the Core Plans coverage that Executive (and her spouse and minor children, if any) would have been provided pursuant to 6)c)(v) (subject to the payment of the costs and contributionsthat such plans provide are the responsibility of the insured employee) if Executive’s employment had been terminated by the Bank Without Cause on the effective date of the termination of Executive’s employment. Amounts payable under thisSection 6(e) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing through the Bank’s first regular payroll date after the datethe Employment Period would have expired if Executive’s employment had not been sooner terminated for Good Reason; *provided, however*, to the extent any portion of the applicable payment amount under this subsection 6(e) exceeds the“safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), the Executive shall receive such portion of the applicable payment that exceeds the “safe harbor” amount in a single lump sum paymentpayable within five (5) days after the Executive’s termination. 

(f) **Termination Upon Death**. In the eventExecutive’s employment with the Bank is terminated during the Employment Period 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 toSections 6(b)(i), (ii), (iii) and (iv), and shall provide her surviving spouse 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 paymentof the costs and contributions that such plans provide are the responsibility of the insured employee) if Executive’s employment had been terminated by the Bank based on a Disability Determination on the date of Executive’s death. Amountspayable 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’s death. 

(g) **Capital Limitations**. Notwithstanding any other provisions of this Agreement and to the extent permitted under Code Section 409A: (i) in the event the Bank is not in compliance with itsminimum capital requirements as established by applicable federal laws and regulations at the time any payment becomes due to Executive pursuant to Section 6 hereof, the Bank shall be entitled to defer such payment until such time as the Bankis in compliance with such minimum capital requirements; and (ii) if the Bank is in compliance with such minimum capital requirements at the time any such payment becomes due, but the making of any such payment would cause the Bank’scapital to fall below such minimum capital requirements, the Bank shall be entitled to reduce the amount of such payment as necessary to enable the Bank to remain in compliance with such minimum capital requirements, subject to the Bank’sobligation 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 capital to fall below such minimum capital requirements. 

(h) **Section 280G Limitation**. Notwithstanding any other provisions of this Agreement, in no event shall the aggregate payments orbenefits to be made or afforded to Executive pursuant to Section 6 of this Agreement constitute an “excess parachute payment” under Section 280G of the Code. In order to avoid such a result, such aggregate payments or benefitswill 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 “base amount” as 

 

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determined in accordance with said Section 280G. The reduction shall be allocated among the components of such payments and benefits in the mannerdesignated by Executive. The foregoing limitations are not intended in any way to limit the payments or benefits that Executive may be or become entitled to under the terms of the BFC Agreement. 

(i) **General Release**. In consideration of the Bank’s agreements with respect to the monetary payments and other benefits provided forin 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 to Executive’s receipt ofsuch 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 any such payments and otherbenefits 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 this Agreement, Executive’semployment 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, or contracts; 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 or hereinafter enacted oradopted, 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 periods thereunder shall have expired orshall 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 this Agreement. Notwithstanding the foregoingor anything to the contrary herein, the general release shall not release, and shall expressly reserve, any unperformed obligations of the Bank under this Agreement, or of BFC under the 2006 EIP or the BFC Agreement, to Executive. 

**7. NOTICE OF TERMINATION.**

Any termination orpurported termination by the Bank or Executive of Executive’s employment with the Bank shall be communicated by a Notice of Termination to the other party. A “**Notice of Termination**” shall mean a written notice that shall setforth the effective date of the termination of Executive’s employment, identify the specific termination provision(s) in this Agreement relied upon, and set forth in reasonable detail the facts and circumstances claimed to provide a basis forthe termination of Executive’s employment under the provision so identified. 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 commercialdelivery service (i) not less 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 date of 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 GoodReason. Notices to the Bank shall be addressed and 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 & Nagelberg LLP, 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 setforth below the Executive’s signature on this Agreement, or to such other address as Executive may hereafter designate in a written notice given to the Bank and its counsel. 

 

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**8. NON-COMPETITION AND OTHER AGREEMENTS.**

**(a)****Non-Competition**. Executive shall not, during the Non-Competition Period (as hereinafter defined), directly or indirectly, and inany 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 for profit or not forprofit), 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 any type (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 andpayment 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 oractivities 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 maintains a branch, officeor 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-Competition Period**” shallmean: (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 or benefits pursuant toSection 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 the termination ofExecutive’s employment if such employment is terminated By Resignation or With Cause. Notwithstanding the foregoing or anything to the contrary herein, Executive shall be entitled to engage in the practice of public accounting during theNon-Competition Period and the foregoing restrictions shall not apply to any activities in which Executive engages that are within the scope of Executive’s practice of public accounting. The term “**Affiliate**” means, for allpurposes of this Agreement, any Legal Entity that directly or indirectly, through one or more 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 thedate of this Agreement: BFC; Financial Assurance Services, Inc.; SXNB Corporation (an Illinois corporation in dissolution); Success Bancshares, Inc. (a Delaware corporation in dissolution); and BF Asset Recovery Corporation. 

**(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 time between the Effective Date of thisAgreement and the last day of the Non-Solicitation Period, and with which Executive had dealings on behalf of Employer, and with which Executive had dealings on behalf of the Bank (a “**Protected Customer**”); (ii) divert or takeaway from the Bank or an Affiliate 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, anyperson or Legal Entity from which 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, foror on behalf of the Bank or an 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 anAffiliate any existing Banking Business between the Bank or an Affiliate and a Protected Referral Source; 

 

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(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 anyAffiliate, or to 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 whowas or is an employee 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 toterminate her employment 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, exceptas provided in 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 the customers of the Bank and its Affiliates are protected by state and federallaw and the Privacy Principles of the Bank and its Affiliates, as amended from time to time (collectively, “**Protected Customer Information**”), and that customer lists, trade secrets, nonpublic financial information, and nonpublicpast, present, planned or considered business activities of the Bank and its Affiliates and any plans for such business activities (collectively, “**Proprietary Information**”) 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 her knowledge thereof to any person or Legal Entity other than the Bank of any Affiliate, or use any ProtectedCustomer 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 herself, any person 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 the disclosure of such information is not restricted by any applicable stateor 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 and use any financial, banking, business or economic principles, concepts orideas that do not constitute Protected Customer Information or Proprietary Information; (iii) disclose any information regarding the business activities of the Bank or its Affiliates to a governmental authority pursuant to a formal writtenrequest 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 theextent 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 her intention to disclose information pursuant to subparagraph(iii) or (iv) of this Section 8(c). 

**(d)****Cooperation in Legal Proceedings**. During the Employment Periodand 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 berequired 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 on events or circumstances in which Executive had personal knowledgeor 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 governmental or regulatory authority, or proceedings instituted by Executiveagainst 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 Executive for all reasonable costs and expenses incurred by Executive inproviding such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated to devote more than two (2) days per 

 

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calendar month in fulfilling her obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoidinterfering with any duties that Executive may then have to any 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 testimonywhere appropriate, Executive shall have no duty to provide sworn 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 againstExecutive, and in no case shall Executive be required to provide any testimony that, in the judgment of Executive, might or could expose her to civil liability or compromise her privilege against self incrimination. Any testimony given by Executivein such a proceeding shall be truthful, but in no event shall 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 herproviding of assistance and testimony hereunder on her receipt of an undertaking from the Bank that it will indemnify her 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 their businessand 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 to any otherrights, 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 or control ofor 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 such Affiliate for suchbreach or threatened breach, including the recovery of money damages from Executive. 

**(f)****Adjustment of Non-SolicitationPeriod**. The Non-Solicitation Period shall be 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 thisAgreement (and the prohibitions in Subsection (b)(viii) of Section 8 against, aiding, abetting, inducing or conspiring with others to violate those restrictions), in the event that Executive resigns her employment within twelve (12) monthsafter the Board fails to extend the Employment Period within ninety (90) days (before or after) an applicable Anniversary Date pursuant to Section 2(a) for an additional one (1) year and Executive provides the Board with notice ofsuch failure at least thirty (30) days prior to the expiration of such ninety (90) day period, or 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 her death, her surviving spouse and minor children, if any) with coverage under the CorePlans after the expiration of such six-month Non-Solicitation Period. 

 

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**9. SOURCE OF FUNDS.**

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank; *provided, however*, that to the extent that any cash compensation payments and benefits (otherthan benefits provided by BFC under the 2006 EIP) provided for in this Agreement are paid to or received by Executive from BFC, whether pursuant to the BFC Agreement or otherwise, such cash compensation payments and benefits (other than benefitsprovided by BFC under the 2006 EIP) paid by BFC shall be subtracted from any amounts due simultaneously to Executive under this Agreement. Payments due Executive pursuant to this Agreement and the BFC Agreement shall be allocated in proportion tothe services rendered and time expended on such activities by Executive as determined by BFC and the Bank on a quarterly basis or as required by law. 

**10. EFFECT ON PRIOR AGREEMENTS AND EXISTING PLANS.**

This Agreement contains the entire understanding between theparties hereto with respect to Executive’s employment with the Bank, and supersedes the Initial Agreement, any prior offer of employment, employment letter or other agreements or understandings between the Bank and Executive, whether oral orwritten, with respect thereto, except that this Agreement shall not affect or operate 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 ofBank employees generally, or any separate plan or program established after the date 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 fewerbenefits than those available to her 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. No term orcondition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No suchwritten waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future asto any act other than that specifically waived. Notwithstanding the foregoing, in the event that any provision or the implementation of any provision of this Agreement is finally determined to violate any applicable law, regulation or otherregulatory requirement that is binding on the Bank, or to constitute an unsafe and unsound banking practice, Executive and the Bank agree to amend such provision to the extent necessary to remove or eliminate such violation or unsafe and unsoundbanking 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, and of no effect.

 

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**13. REQUIRED PROVISIONS.**

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

**(a) Rights Not Prejudiced.** The Bank may terminate Executive’s employment at any time, but any termination by the Bank, other than ForCause, 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 any period after a termination For Cause as provided inSection 6(a) hereof. 

**(b) Suspension; Temporary Removal.** If Executive is suspended and/or temporarily prohibited fromparticipating in the conduct of the affairs of the Bank or an Affiliate by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations underthis Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay Executive all or part of the compensation withheld whilethe contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended. 

**(c)Removal; Prohibition.** If Executive is removed and/or permanently prohibited from participating in 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 DepositInsurance Act, 12 U.S.C. Section 181 8(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. 

**(d) Bank in Default.** If the Bank is in default as defined in Section 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 the contracting parties. 

**(e) Regulatory Termination.** All obligations under this Agreement shall be terminated, except to the extent determined that continuation ofthis Agreement is necessary for the continued operation of the institution: (i) by the Director of the OTS (or her designee) at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authoritycontained 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 her designee) at the time the Director (or her designee) approves a supervisory merger to resolveproblems 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 to this Agreement, or otherwise, are subject to and conditioned uponcompliance 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 Departure Compensation (defined below) paid to Executive upon the termination of her 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 makesor provides to Executive upon the termination of Executive’s employment with the 

 

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Bank, but shall not mean or include any Prorated Incentive Compensation (defined above) that the Board determines was earned by Executive prior to theEffective 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 RegulatoryCompensation (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 wasemployed by the Bank. The term “**Regulatory Compensation**” shall mean, for the purposes of the foregoing definition as it relates to any tax year, any payment of money or provision of any other thing of value by the Bank to Executivein consideration of Executive’s employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit-sharing plans, severance payments, retirement, director or committee fees, fringe benefits, payment of expenseitems 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 Agreementexceeds three (3) times Executive’s Average Annual Regulatory Compensation, the aggregate payments or other things of value constituting Departure 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 among the components of such payments and other things of value in the manner designated by Executive.

**14. WITHHOLDING.**

All paymentsrequired 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 applicable state orfederal 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 heldinvalid, and each such other provision 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 beunenforceable 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 inthe 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 or interpretation 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 of Illinois, without regard or reference to any principles of conflicts of law of the State of Illinois, except to the extent that suchinternal laws are preempted by the laws of the United States or the regulations of the OTS or any other agency of the United States. 

 

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**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 controversiesarising 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, anAffiliate (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 enacted or adopted statutory or common law doctrines, shall be finally settled byarbitration conducted by JAMS Endispute or a successor entity (“**JAMS**”) in Chicago, Illinois, in accordance with the then applicable Employment Arbitration Rules and Procedures of JAMS, or in the event JAMS or a successor in interestof JAMS no longer provides arbitration services, by the American Arbitration Association or a successor entity (the “**AAA**”) in accordance with its then applicable National Rules for the Resolution of Employment Disputes. The costsand 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 award rendered by the arbitrator(s) shall be final and binding upon Executive, theBank 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 arisingunder the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the lawof contract, the law of tort, and other claims under federal, state or local statutes, ordinances and rules or the common law. Executive and the Bank acknowledge that by agreeing to arbitration they are relinquishing all rights they have to sue eachother for Employment Claims that do not constitute Section 8 Claims and any rights that they may have to a jury trial on Employment Claims that do not constitute Section 8 Claims. 

**(b)****Section 8 Claims**. All Section 8 Claims shall be brought, commenced and maintained only in a state or federal court ofcompetent 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 of jurisdiction over her or its person and property by any court of competentjurisdiction 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 under Section 8 of this Agreement; (ii) waives any and all personal or otherrights 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 or proceeding 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 12 C.F.R. Section 545.121: (i) provide Executive (including her heirs, executors and administrators), at theBank’s expense, with insurance under a directors’ and officers’ liability insurance policy that reasonably and adequately insures Executive for her acts and omissions as a director, officer or employee of the Bank and itssubsidiaries; (ii) indemnify Executive (and her heirs, executors and administrators) against all judgments entered and settlements made in any pending or threatened action and any appeal or other proceeding for review of such action, regardlessof 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 the Bank or any of its subsidiaries; (iii) indemnify Executive (and herheirs, executors and administrators) against all and reasonable costs and expenses, including reasonable attorney’s fees, actually paid or incurred by Executive in defending or settling any such action, or in enforcing Executive’s rightsto indemnification 

 

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under this Section 19; and (iv) to the extent that the Bank is not then authorized by applicable law to provide such indemnification, advanceExecutive her 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 from Executive to repay all costs andexpenses 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 to indemnification and theadvancement 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 advance expenses to Executivebeyond the authority that was provided, or reduces any limitations on such authority that were imposed, by 12 C.F.R. Section 545.121 and the provisions of the Bank’s bylaws or charter on the Effective Date. Notwithstanding the foregoingand anything to the contrary in this Agreement, the Bank shall have no obligations under this Section 19 or under any provision of its charter or bylaws to provide indemnification or advance expenses to Executive in connection with any pendingor 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 the Bank, or because of any duty or alleged duty arising out of a past or present employment, contractual or other legal relationship between Executive and aLegal Entity that is or was not an Affiliate of the Bank. Any payments made to Executive pursuant 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, and12 C.F.R. Section 545.121, as amended, and any rules or regulations promulgated in connection with therewith. 

**(b)****Procedures**. Any request for indemnity or the advancement of expenses shall be made in a written notice delivered by Executive to the General Counsel of the Bank. The notice shall describe with reasonable particularity the claim thathas been made or threatened against Executive and the reasons why Executive believes that it is lawful and appropriate for the Bank to indemnify or advance expenses to her 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 scheduled Board 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 ofreasonable evidence or other information whether or not Executive, in connection with such claim, was acting in good faith within the scope of her employment or authority as she perceived it under the circumstances and for a purpose she couldreasonably 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 time of 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 bythe affirmative vote of not less than a majority of its members determining whether or not the Bank will advance Executive the reasonable costs of defending or settling such claim, subject to such undertakings by Executive as may be required byapplicable law. The Board shall provide Executive with a copy of each such resolution promptly after 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 controversyarising under 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 competentjurisdiction (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 tofurther appeal, all reasonable 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 the eventany 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 competent jurisdiction(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 to further appeal, allreasonable 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 of theobligations 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.**

The rights and obligations ofExecutive 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 and obligations of Executive andthe Bank shall survive the termination or expiration of this Agreement only to the extent that they expressly contemplate future performance and remain unperformed. 

**23. SUCCESSORS AND ASSIGNS.**

**(a)****Continuing Rights and Obligations**. ThisAgreement shall be binding upon, and inure to the benefit of, Executive and her heirs, executors, administrators and assigns, and the Bank and its successors and assigns. The Bank shall require any of its successors or assigns, whether resultingfrom a purchase, merger, consolidation, reorganization, conversion or a transfer of all 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 samemanner and to the same extent that it would be required to perform such obligations if no such succession or assignment had occurred. 

**(b)****Payments to Estate or Trust**. Any amounts due Executive hereunder shall be paid to Executive’s estate in the event of Executive’s death except as expressly provided herein; provided that, notwithstandingthe foregoing, Executive may, in her discretion, provide for the payment of some or all of such 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 ofsuch intention in writing and comply with any requirements of applicable law. 

*[Remainder of page intentionally left blank]*

 

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**IN WITNESS WHEREOF**, BankFinancial, F.S.B. has caused this Agreement to be executed by its dulyauthorized officers and directors, and Executive has signed this Agreement as of this 6th day of May, 2008. 

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

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