Exhibit 10.24


    EXHIBIT
      10.24


    TAX
      GROSS
      UP AGREEMENT

    


    This
      Tax
      Gross Up Agreement (this “Agreement”) is entered into this 25th day of August,
      2006 by and between MB Financial, Inc. (the “Company”) and Richard M. Rieser,
      Jr. (the “Employee”).

    


    WHEREAS,
      the Company and the Employee have entered into an Employment Agreement on the
      date hereof (the “Employment Agreement”);

    


    WHEREAS,
      it is possible that the Employee may receive or be entitled to receive payments
      or benefits from the Company and/or its subsidiaries and/or predecessors
      (“Payments”) in connection with or arising from a Change in Control (as
      hereinafter defined), or an associated event linked to a Change in Control,
      which could result in the receipt by the Employee of an “excess parachute
      payment” (as such term is defined in Section 280G(b)(1) of the Internal Revenue
      Code of 1986, as amended (the “Code”)); 

    


    WHEREAS,
      if the Employee receives an “excess parachute payment” from the Company and/or
      any of its subsidiaries, the Employee will be subject to a 20% excise tax under
      Section 4999 of the Code;

    


    WHEREAS,
      it is the intention of the parties that the Employee should not be subject
      to
      any penalty tax by virtue of any Payments unless his employment ceases due
      to a
      Termination for Cause or a Voluntary Termination (as such terms are hereinafter
      defined); and

    


    WHEREAS,
      it has been agreed to by the Company and the Employee that if the Employee
      is
      subject to an excise tax under Section 4999 by virtue of any Payments, then
      the
      Company shall make an additional cash payment or cash payments to the Employee
      that will provide the Employee with sufficient funds, on an after tax basis,
      to
      pay the penalty tax imposed on any such Payment and the penalty tax imposed
      on
      the additional cash payment or payments, unless the Employee’s employment ceases
      due to a Termination for Cause (as defined in the Employment Agreement) or
      a
      Voluntary Termination (as defined in the Employment Agreement) prior to age
      65,
      in either case during the Term (as defined in the Employment Agreement) and
      prior to or within one year following a Change in Control. 

    


    NOW,
      THEREFORE, in consideration of the premises, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged
      by
      the parties, it is agreed by the parties as follows:

    


    1. Definition
      of Certain Terms.
      (a)
“Change in Control” means (i) a change in ownership of the Company or a
      significant financial institution subsidiary of the Company that independently
      or in conjunction with another event (such as a termination of the employment
      of
      the Employee) would result in the Employee receiving an “excess parachute
      payment” under Section 280G of the Code; or (ii) in the event the Employee
      experiences an Involuntary Termination (as defined in the Employment Agreement)
      within two years from the date hereof, the change in ownership of First Oak
      Brook Bancshares, Inc. arising from the acquisition of First Oak Brook
      Bancshares, Inc. by the Company.

    


    


    2. Adjusted
      Gross Up Payment and Additional Gross Up Payment.
      In the
      event that any Payments would be subject to excise tax under Section 4999 of
      the
      Code (such excise tax and any penalties and interest collectively, the “Penalty
      Tax”), the Company shall pay to the Employee in cash an additional amount equal
      to the Adjusted Gross Up Payment. The “Adjusted Gross Up Payment” shall be an
      amount such that after payment by the Employee of all federal, state, local,
      employment and medicare taxes thereon (and any penalties and interest with
      respect thereto), the Employee retains on an after tax basis a portion of such
      amount equal to the aggregate of 100% of the Penalty Tax imposed upon the
      Payment and 100% of the Penalty Tax imposed upon the Adjusted Gross Up Payment.
      For purposes of determining the amount of the Adjusted Gross Up Payment, the
      value of any non-cash benefits and deferred payments or benefits subject to
      the
      Penalty Tax shall be determined by the Company's independent auditors in
      accordance with the principles of Section 280G(d)(3) and (4) of the Code. The
      Adjusted Gross Up Payment less required tax withholding shall be paid by the
      Company to the Employee on the earlier of (i) the date the Company and/or any
      of
      its subsidiaries is required to withhold tax with respect to any Payment or
      (ii)
      the date any Penalty Tax is required to be paid by the Employee. In the event
      that, after the Adjusted Gross Up Payment is made, the Employee becomes entitled
      to receive a refund of any portion of the Penalty Tax, the Employee shall
      promptly pay to the Company 100% of such Penalty Tax refund attributable to
      the
      Payment (together with 100% of any interest paid or credited thereon by the
      Internal Revenue Service) and 100% of the Penalty Tax refund attributable to
      the
      Adjusted Gross Up Payment (together with 100% of any interest paid or credited
      thereon by the Internal Revenue Service). As a result of the uncertainty
      regarding the application of Section 4999 of the Code, it is possible that
      the
      Internal Revenue Service may assert that the Penalty Tax due is in excess of
      the
      amount of the anticipated Penalty Tax used in calculating the Adjusted Gross
      Up
      Payment (such excess amount is hereafter referred to as the “Underpayment”). In
      such event, the Company shall pay to the Employee, in immediately available
      funds, at the time the Underpayment is assessed or otherwise determined, an
      additional amount equal to the Additional Gross Up Payment. The “Additional
      Gross Up Payment” shall be an amount such that after payment by the Employee of
      all federal, state, local, employment and medicare taxes thereon (and any
      penalties and interest with respect thereto), the Employee retains on an after
      tax basis a portion of such amount equal to the aggregate of (i) 100% of the
      portion of the Underpayment attributable to the Payment, (ii) 100% of the
      portion of the Underpayment attributable to the Adjusted Gross Up Payment and
      (iii) 100% of the Penalty Tax imposed on the Additional Gross Up Payment.
      Notwithstanding the foregoing, in the event the Employee experiences a
      Termination for Cause or a Voluntary Termination, in either case during the
      Term
      and prior to or within one year after a Change in Control, then in that event,
      (a) if such termination occurs prior to the payment to the Employee of any
      Adjusted Gross Up Payment, then the Employee shall not be entitled to receive
      any Adjusted Gross Up Payment or Additional Gross Up Payment or (b) if such
      termination occurs after an Adjusted Gross Up Payment has been made to the
      Employee, then the Employee shall remit to the Company within five days after
      such termination the full amount of the Adjusted Gross Up Payment and Additional
      Gross Up Payments thereto for paid to the Employee and the Employee shall not
      be
      entitled to receive any other payments pursuant to this Section 2. However,
      if
      it is later determined that the Employee’s Termination for Cause was improper,
      then the Employee shall be entitled to receive the Adjusted Gross Up Payment
      and
      Additional Gross Up Payment, together with any actual consequential and
      incidental damages arising from the delay in his receipt of such
      payments.

    


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    3. Final
      Agreement and Binding Effect.
      This
      Agreement represents the final agreement between the parties relating to the
      subject matter hereof, and may only be modified or amended by subsequent writing
      that is executed by the parties. This Agreement shall be binding upon and inure
      to the benefit of the Company, its successors and assigns and the Employee
      and
      his or her estate, heirs and beneficiaries.

    


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

    


    5. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original.

    


    This
      Agreement has been executed by the parties hereto as of the date first above
      written.

    


                    MB
      FINANCIAL, INC.

    


    


                    By:
      ______________________________

                    Authorized
      Officer

    


    


                    EMPLOYEE

        


    


                    By:
      _______________________________

                    Richard
      M.
      Rieser, Jr.

     

    
      
        
        

      

      
        54