Exhibit 10.23


    EXHIBIT
      10.23

     

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of
      August, 2006 by and between MB Financial, Inc. (the “Corporation”) and Richard
      M. Rieser, Jr. (the “Executive”).

    


    WHEREAS,
      the Executive is the President and Chief Executive Officer of First Oak Brook
      Bancshares, Inc. (“FOBB”) and its subsidiary, Oak Brook Bank, and is a party to
      a written transitional employment agreement and other agreements with FOBB
      referred to herein;

    


    WHEREAS,
      effective as of the date set forth above, FOBB has merged (the “Merger”) with
      and into a wholly-owned subsidiary of the Corporation and Oak Brook Bank has
      or
      in the future, will merge into MB Financial Bank, National Association (the
      “Bank”) as contemplated by that certain Agreement and Plan of Merger, dated as
      of May 1, 2006 by and among the Corporation, such subsidiary and
      FOBB;

    


    WHEREAS,
      the Corporation has determined it to be in its best interests to secure the
      continued employment of Executive and to enter into this Agreement in
      replacement of the transitional employment agreement; and 

    


    WHEREAS,
      the Executive desires to be so employed; and 

    


    WHEREAS,
      the Board of Directors of the Corporation (the “Board of Directors”) has
      approved and authorized the execution of this Agreement with the
      Executive.

    


    NOW
      THEREFORE, in consideration of the foregoing and of the respective covenants
      and
      agreements of the parties herein, it is AGREED as follows:

    


    1.
      Definitions.

    


    (a) The
      term
“Date of Termination” means the date upon which the Executive's employment with
      the Corporation ceases, as specified in a notice of termination pursuant to
      Section 9 hereof,

    


    (b) The
      term
“Involuntary Termination” means the termination of the employment of the
      Executive (i) by the Corporation without his express written consent; or (ii)
      by
      the Executive by reason of a material diminution of or interference with his
      duties, responsibilities or benefits, or other material breach of this
      Agreement, including (without limitation) any of the following actions unless
      consented to in writing by the Executive: (1) a requirement that the Executive
      be based at any place other than any of the following: the principal office
      location of FOBB (as of the date immediately prior to the Merger), the principal
      office location of the Corporation (defined to mean the principal office
      location of the Corporation’s Chief Executive Officer (“CEO”)), provided the
      principal office location is located within a fifteen mile radius of the
      Rosemont office location as of the date hereof, in downtown Chicago, or within
      fifteen miles of the Executive’s home in the Chicago area, except for reasonable
      travel on Corporation or Bank business; (2) a material demotion of the
      Executive; (3) failure of the Corporation to pay or provide the compensation,
      benefits, or vacation and leave contemplated by Sections 4, 5, 6 or 19 hereof,
      respectively, or the failure of the Corporation to provide indemnification
      and
      insurance coverage contemplated by Section 11 hereof; (4) a material permanent
      increase in the required hours of work or the workload of the Executive; or
      (5)
      the failure of the Board of Directors (or board of directors of any successor
      of
      the Corporation including its ultimate parent company) to elect the Executive
      as
      Vice Chairman, Executive Vice President ,and Chief Marketing and Legal
      Strategist of the Corporation (or any successor of the Corporation including
      its
      ultimate parent company) or any action by the Board of Directors (or a board
      of
      directors of a successor of the Corporation including its ultimate parent
      company) removing him from such office; or (6) the failure of the Board or
      stockholders of the Corporation or Bank to elect Executive as a director of
      the
      Corporation and Bank, or any action by the Board or stockholders removing him
      from such position. The term “Involuntary Termination” does not include
      Termination for Cause, termination of employment due to death or termination
      pursuant to Section 7(g) of this Agreement, or suspension or temporary or
      permanent prohibition from participation in the conduct of the Bank's affairs
      under Section 8 of the Federal Deposit Insurance Act.

    


    (c) The
      terms
“Termination for Cause” and “Terminated For Cause” mean termination of the
      employment of the Executive with the Corporation and the Bank because of the
      Executive's willful misconduct, breach of a fiduciary duty involving personal
      profit, repeated failure to perform stated duties (after written notice and
      reasonable opportunity to cure), willful violation of any law, rule, or
      regulation relating to the performance of Executive’s duties or which reflects
      adversely upon the reputation of the Corporation or the Bank (other than traffic
      violations or similar offenses) or final cease-and-desist order issued by a
      federal banking regulator, or (except as provided below) a material breach
      of
      any provision of this Agreement (after written notice and reasonable opportunity
      to cure). No act or failure to act by the Executive shall be considered willful
      unless the Executive acted or failed to act in bad faith and without a
      reasonable belief that his action or failure to act was in the best interest
      of
      the Corporation or the Bank. The Executive shall not be deemed to have been
      Terminated for Cause unless and until there shall have been delivered to the
      Executive a copy of a resolution, duly adopted by the affirmative vote of not
      less than a majority of the entire membership of the Board of Directors at
      a
      meeting of the Board duly called and held for such purpose (after reasonable
      notice to the Executive and an opportunity for the Executive, together with
      the
      Executive's counsel, to be heard before the Board), stating that in the good
      faith opinion of the Board of Directors the Executive has engaged in conduct
      described in the preceding sentence and specifying the particulars thereof
      in
      detail.

    


    
      
        
        

      

      
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    (d) The
      term
“Voluntary Termination” shall mean termination of employment by the Executive
      voluntarily as set forth in Section 7(d) of this Agreement.

    


    (e) The
      terms
“Transitional Employment Agreement,” “Supplemental Pension Benefit Agreement,”
“Agreement Regarding Post-Employment Restrictive Covenants,” “Senior Executive
      Life Insurance Plan,” “Executive Deferred Compensation Plan,” and “FOBB Stock
      Options” refer to agreements with and plans maintained by FOBB with respect to
      which Executive is a party or a participant, in each case as in effect on the
      day immediately prior to the Merger, and, with respect to periods on and after
      the Merger, as such may be modified in accordance with the Merger Agreement
      or
      as provided herein.

    


    2. Term.
      The
      term of this Agreement shall be a period of five years commencing on the
      Effective Date (the “Term”) subject to earlier termination as provided herein.


    


    3. Employment;
      Directorships.
      The
      Executive is employed as the Vice Chairman, Executive Vice President and Chief
      Marketing and Legal Strategist of the Corporation. As such, the Executive shall
      be a member of the Corporation’s senior leadership team and reporting to the
      CEO, with the responsibilities and authority of a senior executive assigned
      to
      him from time to time by the CEO with respect to Corporation-wide strategic
      planning, legal, retail banking and marketing, investor relations, wealth
      management and lending activities. The Executive shall also render services
      to
      any subsidiary or subsidiaries of the Corporation as requested by the
      Corporation from time to time consistent with his executive position and
      experience and with the terms of this Agreement. The Corporation shall provide
      Executive with an office and administrative support commensurate with its other
      senior executives. The Executive shall devote his best efforts and reasonable
      time and attention to the business and affairs of the Corporation and its
      subsidiaries to the extent necessary to discharge his responsibilities
      hereunder. The Executive may (a) serve on charitable boards or committees at
      the
      Executive’s discretion without consent of the Board of Directors and, in
      addition, on such corporate boards as are approved in a resolution adopted
      by a
      majority of the Board of Directors, and (b) manage personal investments, so
      long
      as such activities do not interfere materially with performance of his
      responsibilities hereunder. The Executive shall also be elected as a director
      of
      the Corporation and the Bank.

    


    4. Compensation.

    


    (a) Base
      Compensation.
      During
      the Term, the Executive shall be entitled the following
      compensation:

    


    (i) Salary.
      The
      Corporation agrees to pay the Executive during the term of this Agreement a
      base
      salary (the “Corporation Salary”) the annualized amount of which shall be
      $650,000, which amount shall increase by $50,000 on each of the first four
      anniversaries of the Effective Date, whereupon such increased amount shall
      be
      the “Corporation Salary.” The Corporation Salary shall be paid no less
      frequently than monthly and shall be subject to customary tax withholding.
      If
      and to the extent that the Bank and/or any other entities directly or indirectly
      controlled by the Corporation (the “Consolidated Subsidiaries”) pay salary or
      other amounts or provide benefits to the Executive that the Corporation is
      obligated to pay or to provide to the Executive under this Agreement, the
      Corporation’s obligations to the Executive shall be reduced
      accordingly.

    


    
      
        
        

      

      
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    (ii) Restricted
      Stock.
      On the
      Effective Date and each anniversary thereof during the Term (a total of 5 annual
      awards), the Corporation shall grant to Executive a restricted stock award
      under
      its 1997 Omnibus Stock Incentive Plan (the “Omnibus Plan”) (each an
“RS
      Award”).
      The
      number of shares to be awarded shall be equal to $200,000 divided by the fair
      market value of a share of Corporation common stock on the date of grant as
      determined under the Omnibus Plan. The restricted stock will vest as of the
      later of the last day of the five-year Term, or three years (or such shorter
      period as may be permitted under the Plan at the time of grant) after the date
      of grant, subject to full vesting in the event of the Executive’s death,
      disability or Retirement (as defined under the Plan) or, as provided in Section
      7(a), Involuntary Termination. In the event the Omnibus Plan shall be amended
      to
      enable the Corporation to grant restricted stock units (“RSUs”), then RSUs,
      payable following the Executive’s termination of employment in compliance with
      Code Section 409A, shall be substituted for the RS Awards required to be made
      under this Section 4(a)(ii).

    


    (b) Annual
      Incentive Bonus.
      During
      calendar years 2007 and 2008, on or before March 31st
      of each
      such year, the Board of Directors shall establish performance targets relating,
      for 2007, to reasonable progress toward post-Merger transition goals and for
      2008, to satisfactory conclusion of post-Merger integration activities based
      upon which the Executive will be entitled to earn an annual cash incentive
      bonus
      (the “Annual Cash Bonus”) for each such calendar year equal to $300,000. The
      Board of Directors may, in its sole discretion, include the Executive in
      performance based program during future calendar year periods, with any such
      bonus awarded being included in the definition of “Annual Cash Bonus”. The
      Annual Cash Bonus earned by the Executive for a calendar year shall be paid
      within two and one-half months after the expiration of such calendar year;
      provided, however, in the event the payment of the Annual Cash Bonus (or any
      portion thereof) when added to the other compensation (which is taken into
      account under Section 162(m) of the Internal Revenue Code of 1986, as amended,
      (the “Code”)) that is expected to be paid to the Executive in the same calendar
      year would, in the reasonable opinion of the Board of Directors, result in
      a
      limitation on compensation deductibility under Section 162(m) of the Code,
      then
      in that event, the Annual Cash Bonus (or affected portion thereof) shall be
      deferred in an amount necessary to assure full deductibility of compensation
      paid to the Executive for purposes of Section 162(m) of the Code, with the
      deferred amount being paid, together with interest from the date of deferral
      to
      the date of payment at the average interest-bearing cost of funds of the Bank
      (the deferred amount plus interest shall be deemed the “Deferred Payment”), as
      soon as practicable after termination of Executive’s employment (subject to any
      delay which may be required to comply with Code Section 409A) subject to
      limitation on deductibility under Section 162(m) of the Code.

    


    (c) Additional
      Equity-Based Compensation.
      Commencing in calendar year 2007, the Executive shall be eligible to be
      considered for an award of stock options or other equity-based compensation
      under the Omnibus Plan and any successor or substitute for such plan (the “Stock
      Option Plan”) by the Committee (as defined in the Stock Option Plan) at such
      time as awards are granted to other senior executives of the Corporation. Each
      option and other equity-based award granted pursuant to the provisions of this
      Section 4(c) shall have such term and be subject to a vesting schedule as the
      Committee determines, provided: (i) such option to the extent outstanding and
      unexercisable shall become fully exercisable upon the death or disability of
      the
      Executive, (ii) such option to the extent outstanding and unexercisable shall
      become fully exercisable upon a Change in Control (as defined in the applicable
      Stock Option Plan) if the unexercisable portion of the option would otherwise
      terminate or cease to be enforceable, in whole or in part, by reason of such
      Change in Control and shall remain exercisable for at least one year thereafter
      but not beyond the expiration of the option term, and (iii) the option shall
      expire, terminate, and be forfeited upon a Termination for Cause or a
      termination pursuant to Section 7(g) below. 

    


    (d) Expenses.
      The
      Executive shall be entitled to receive prompt reimbursement for all reasonable
      expenses incurred by the Executive in performing services under this Agreement
      in accordance with the policies and procedures applicable to the executive
      officers of the Corporation and the Bank, provided that
      the
      Executive accounts for such expenses as required under such policies and
      procedures.

    


    5. Benefits.

    


    (a) Participation
      in Benefit Plans.
      While
      the Executive is employed by the Corporation, the Executive shall be entitled
      to
      participate to the same extent as executive officers of the Corporation and
      the
      Bank generally, in all plans, programs and practices of the Corporation and
      the
      Bank relating to pension, retirement, thrift, profit-sharing, savings, group
      or
      other life insurance, hospitalization, medical and dental coverage, travel
      and
      accident insurance, education, retirement or employee benefits (excluding bonus
      and long term incentive plans) or combination thereof, to the extent he is
      not
      then covered by a similar continuing plan of FOBB or a similar plan or program
      pursuant to Section 5(b) below. 

    


    
      
        
        

      

      
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    (b) Fringe
      Benefits.
      While
      the Executive is employed by the Corporation, the Executive shall be eligible
      to
      participate in, and receive benefits under, any other fringe benefit plans,
      programs and practices or perquisites which are or may become generally
      available to the Corporation's or the Bank's executive officers, including
      but
      not limited to, supplemental medical or life insurance plans, company cars,
      club
      dues, physical examinations, financial planning and tax preparation services,
      provided that nothing in this sentence shall require the Corporation to
      duplicate similar benefits provided to Executive pursuant to the remainder
      of
      this Section 5(b). In addition, while the Executive is employed, the Corporation
      agrees to provide or pay for (i) the Executive's membership dues and related
      business expenses in The Standard Club, (ii) use of an executive luxury
      automobile (including reimbursement of expenses relating thereto), which shall
      be replaced with a new vehicle at least every 3 years, (iii) continuation of
      the
      Supplemental Pension Benefit Agreement (as contemplated by Section 19 hereof),
      (iv) benefits under the Senior Executive Life Insurance Plan, (v) employer
      contributions under the Executive Deferred Compensation Plan, (vi) Exec-U-Care
      or similar executive health benefits coverage (“Executive Medical Coverage”),
      and (vii) home security system, travel club dues, periodicals, financial
      planning assistance, and other fringe benefits and perquisites, such benefits
      described in clauses (i) through (vii) to be provided on a basis consistent
      with
      that provided by FOBB to Executive prior the Effective Date,.

    


    (c) Post-Employment
      Health Benefit.
      Pursuant to the Transitional Employment Agreement, the Executive has earned
      and
      shall be entitled to receive, post-employment continuing health benefit coverage
      from the Corporation or its successor in interest (the “Post-Employment Health
      Benefit”) upon any termination of employment of the Executive, as follows: (i)
      the Corporation (or its successor in interest) shall pay for or provide
      Executive Medical Coverage (or if the Executive or spouse may elect, medicare
      supplement or other health or care-related insurance coverage) for the life
      of
      the Executive and his spouse, which shall be at the Corporation’s (or its
      successor’s) sole cost; and (ii) the Corporation (or its successor) shall, at
      the election of the Executive and, if Executive predeceases her, Executive’s
      spouse, group medical and dental continuation coverage under COBRA (or, use
      reasonable best efforts to provide comparable coverage to the extent such
      continuation is not permitted under applicable law), during the remainder of
      his
      and her lifetime at the sole cost of the Executive and spouse, as applicable,
      subject to termination only for failure to timely pay the appropriate premiums.
      The Corporation’s obligations and the coverages provided under this Section 5(c)
      shall be subject to the following conditions and limitations: (x) the coverage
      under clause (i) and clause (ii) shall be secondary to any employer-sponsored
      group coverage or Medicare or other government-sponsored or mandated program
      under which the Executive or spouse may then be covered and (y) the
      Corporation’s obligations under clause (i) shall cease after the aggregate
      amount expended by the Corporation equals the Coverage Limit as defined below.
      The “Coverage Limit” shall equal $300,000 upon the Executive’s termination of
      employment and the unused balance of such amount at the end of each calendar
      year, commencing the full calendar year next following employment termination,
      shall be increased by 5%.

     

        6. Vacations;
      Leave.
      The
      Executive shall be entitled (i) to annual vacation equal to six weeks of
      vacation at full pay and, commencing after the second anniversary of the
      Effective Date, ten weeks of vacation pay at one-half of the then effective
      Corporation Salary; (ii) to take during calendar year 2008, four weeks of
      sabbatical leave at full pay accrued by Executive while employed by FOBB prior
      to the Merger, and (iii) to voluntary leaves of absence, with or without pay,
      from time to time at such times and upon such conditions as the Board of
      Directors may determine in its discretion.

        
    7. Termination
      of Employment

             

    (a)
      Involuntary
      Termination.
      If the
      Executive experiences an Involuntary Termination prior to the end of the Term,
      such termination of employment shall be subject to the Corporation's obligations
      under this Section 7(a). If such Involuntary Termination occurs, the Corporation
      shall, as agreed upon liquidated damages, continue to pay or provide to
      Executive or Executive’s beneficiary for the compensation and benefits described
      in Sections 4 and 5(b) (ii) (but excluding reimbursement of related costs
      including but not limited to insurance, maintenance, repairs, gasoline and
      operating expenses which shall be paid by the Executive and the Executive shall
      cause MBFI and/or MB Bank to be a named and covered insured party under the
      automobile insurance policy), (iii), (iv) and (v) for the remainder of the
      Term
      as if such Involuntary Termination had not occurred, provided the Executive’s
      Annual Cash Bonus during calendar year 2007 and 2008 shall be at the $300,000
      level and the Executive’s Annual Cash Bonus shall be zero thereafter, all
      unvested restricted stock theretofore granted as RS Awards described in Section
      4(a)(ii) shall vest in full and the value of the RS Awards described in Section
      4(a)(ii) not theretofore made to the Executive shall be paid in cash on each
      anniversary of the Effective Date. In addition to the foregoing, in connection
      with an Involuntary Termination, the Executive shall be entitled to receive
      (A)
      any accrued Corporation Salary through the Date of Termination within 30 days
      after the Date of Termination, (B) any unpaid Annual Cash Bonus earned by the
      Executive for the preceding calendar year within the time period set forth
      in
      Section 4(b) hereof, (C) reimbursement of any expenses incurred through the
      Date
      of Termination in accordance with Section 4(d), (D) all unpaid Deferred Payments
      and RSUs and (E) all vested benefits and amounts under any plan, program or
      arrangement, including those referred to in Section 4, 5 or 19 the payment
      and
      other rights with respect to which shall be governed by the terms thereof
      (collectively, the “Accrued Compensation”) as well as the Post-Employment Health
      Benefit. If the Executive should die after amounts become payable under this
      Section 7(a), such amounts shall thereafter be paid to the Executive’s estate
      until satisfied in full.

    


    
      
        
        

      

      
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    (c) Termination
      for Cause.
      In the
      event of Termination for Cause, the Corporation shall have no further obligation
      to the Executive under this Agreement after the Date of Termination except
      for
      the Accrued Compensation and neither the Executive nor his spouse shall be
      entitled to the Post-Employment Health Benefit..

    


    (d) Voluntary
      Termination.
      The
      Executive may terminate his employment voluntarily at any time by a notice
      pursuant to Section 9 of this Agreement. In the event that the Executive
      voluntarily terminates his employment other than by reason of any of the actions
      that constitute Involuntary Termination (“Voluntary Termination”), the
      Corporation shall only be obligated to the Executive for the amount of the
      Accrued Compensation and to provide the Post-Employment Health Benefit, and
      the
      Corporation shall have no further obligation to the Executive under this
      Agreement.

    


    (e) Death.
      In the
      event of the death of Executive during the term of this Agreement and prior
      to
      any termination of employment, the Corporation shall pay to the Executive's
      estate the Accrued Compensation and shall provide to the Executive’s surviving
      spouse or, in the event she does not survive him, his beneficiaries the
      compensation described under Section 4 for a period of 18 months following
      the
      date of death, and in the case his spouse survives him, she shall also receive
      the Post-Employment Health Benefit.

    


    (f) Disability.
      If the
      Executive becomes entitled to benefits under the terms of the then--current
      disability plan, if any, of the Corporation or the Bank (a “Disability Plan”),
      he shall be entitled to receive such group and other disability benefits, if
      any, as are then provided by the Corporation or the Bank for executive officers.
      In the event of such disability, this Agreement shall not be suspended, except
      that the Corporation's obligation to pay the Corporation Salary to the Executive
      shall be reduced in accordance with the amount of disability income benefits
      received by the Executive, if any, pursuant to this Section 7(f) such that,
      on
      an after-tax basis, the Executive shall realize from the sum of disability
      income benefits and Corporation Salary the same amount as he would realize
      on an
      after-tax basis from the Corporation Salary if the Corporation’s obligation to
      pay salary were not reduced pursuant to this Section 7(f). The Corporation
      may
      terminate the employment of the Executive at any time after the expiration
      of
      one year following such disability if such disability is then continuing, which
      termination shall be an Involuntary Termination, but any compensation to be
      paid
      to the Executive following such termination shall be reduced by disability
      income benefits received by the Executive.

    


    (g) Regulatory
      Action.
      Notwithstanding any other provisions of this Agreement, if the Executive is
      removed and/or permanently prohibited from participating in the conduct of
      the
      Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal
      Deposit Insurance Act, 12 U.S. C. § 1818(e)(4) and (g)(1), all obligations of
      the Corporation under this Agreement shall terminate as of the effective date
      of
      the order, except for the obligation of the Corporation to pay the Accrued
      Compensation.

    


    (h) No
      Other Obligation to Mitigate Damages.
      The
      Executive shall not be obligated to mitigate amounts payable or arrangements
      made under the provisions of this Section 7 and the obtaining of other
      employment shall in no event effect any reduction of the Corporation’s
      obligations under this Section 7.

    


    8. Tax
      Gross Up Agreement.
      Contemporaneously with entering into this Agreement, the Corporation and
      Executive shall enter into a Tax Gross-Up Agreement substantially in the form
      filed by the Corporation on Form 8-K in November 2004 relating solely to a
      change in control of the Corporation, provided that the Tax Gross-Up Agreement
      shall provide that it shall be unrestricted if the Executive incurs an
      Involuntary Termination under this Agreement prior to the second anniversary
      of
      the Effective Date. An “Involuntary Termination” under this Agreement shall not
      be deemed a “Voluntary Termination” under the Tax Gross-Up
      Agreement.

    


    
      
        
        

      

      
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    9. Notice
      of Termination.
      Subject
      to the provisions of Section 1(c) hereof, in the event that the Corporation
      or
      the Bank, or both, desire to terminate the employment of the Executive during
      the term of this Agreement, the Corporation or the Bank, or both, shall deliver
      to the Executive a written notice of termination, stating whether such
      termination constitutes Termination for Cause, Involuntary Termination, or
      termination for disability, setting forth in reasonable detail the facts and
      circumstances that are the basis for the termination, and specifying the date
      upon which employment shall terminate, which date shall be at least 30 days
      after the date upon which the notice is delivered, except in the case of
      Termination for Cause. In the event that the Executive determines in good faith
      that he has experienced an Involuntary Termination of his employment, he shall
      send a written notice to the Corporation stating the circumstances that
      constitute such Involuntary Termination and the date upon which his employment
      shall have ceased due to such Involuntary Termination. In the event that the
      Executive desires to effect a Voluntary Termination, he shall deliver a written
      notice to the Corporation, stating the date upon which employment shall
      terminate, which date shall be at least 90 days after the date upon which the
      notice is delivered, unless the parties agree to a date sooner.

    


    10. Attorneys'
      Fees.
      The
      Corporation shall pay all legal fees and related expenses (including the costs
      of experts, evidence and counsel) incurred by the Executive as a result of
      (i)
      the Executive's contesting or disputing any termination of employment, or (ii)
      the Executive's seeking to obtain or enforce any right or benefit provided
      by
      this Agreement or by any other plan or arrangement maintained by the Corporation
      (or any successor) or the Consolidated Subsidiaries under which the Executive
      is
      or may be entitled to receive benefits; provided
      that
      the
      Corporation's obligation to pay such fees and expenses is subject to the
      Executive's prevailing with respect to the matters in dispute in any proceeding
      initiated by the Executive or the Executive's having been determined to have
      acted reasonably and in good faith with respect to any proceeding initiated
      by
      the Corporation or the Consolidated Subsidiaries.

    


    11. Indemnification.
      During
      Executive’s term of employment with the Corporation and thereafter, the
      Corporation shall indemnify and hold Executive harmless to the maximum extent
      now or hereafter permitted under the Articles of Incorporation and By-Laws
      of
      the Corporation. In the event that legal action is instituted or threatened
      against the Executive during or after the term of his employment with, or
      membership on the Board of Directors of, the Corporation, the Bank or any
      affiliate the Corporation, in connection with such employment or membership,
      the
      Corporation will advance to the Executive the costs and expenses incurred by
      Executive in the defense of such action (including reasonable attorneys, expert
      and other professional࿖ fees) to the maximum extent permitted by law without
      prejudice to or waiver by the Corporation of its rights and remedies against
      the
      Executive. In the event that there is a final judgment entered against the
      Executive in any such litigation which, in accordance with its Articles of
      Incorporation and By-Laws, is not subject to indemnification, then the Executive
      shall reimburse the Corporation for all such costs and expenses paid or incurred
      by it in the Executive’s defense of such litigation (the “Reimbursement
      Amount”). The Reimbursement Amount shall be paid by the Executive within 30 days
      after rendition of the final judgment and a determination by the Board of
      Directors that such costs and expenses are not subject to indemnification.
      The
      parties shall cooperate in the defense of any asserted claim, demand or
      liability against the Executive or the Corporation or any of the Consolidated
      Subsidiaries. The term “final judgment” as used herein shall be defined to mean
      the decision of a court of competent jurisdiction, and in the event of an
      appeal, then the decision of the appellate court, after petition for rehearing
      has been denied, or the time for filing the same (or the filing of further
      appeal) has expired. The rights to indemnification under this Section 11 shall
      be in addition to any rights which Executive may now or hereafter have under
      any
      insurance contract maintained by the Corporation or any of its other affiliates
      or any other agreement between Executive and the Corporation or any of its
      affiliates or under the Merger Agreement. Anything in this Agreement to the
      contrary notwithstanding, Executive’s indemnification rights under this Section
      11, the Articles of Incorporation and By-Laws of the Corporation and applicable
      law, shall survive the termination of Executive’s employment with the
      Corporation and his membership on the Board of Directors of the Corporation,
      the
      Bank and any affiliate of the Corporation.

     

    12. No
      Assignments
 

    (a) This
      Agreement is personal to each of the parties hereto, and neither may assign
      or
      delegate any of its rights or obligations hereunder without first obtaining
      the
      written consent of the other party; provided, however, that this Agreement
      shall
      be binding upon and inure to the benefit of any successor of the Corporation
      and
      the Corporation shall require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) by an assumption agreement in
      form
      and substance reasonably satisfactory to the Executive, to expressly assume
      and
      agree to perform this Agreement in the same manner and to the same extent that
      the Corporation would be required to perform it if no such succession had taken
      place. Failure of the Corporation to obtain such an assumption agreement prior
      to the effectiveness of any such succession shall be a breach of this Agreement
      and shall entitle the Executive to compensation and benefits from the
      Corporation in the same amount and on the same terms as provided in Section
      7(a). For purposes of implementing the provisions of this Section 12, the date
      on which any such succession becomes effective shall be deemed the Date of
      Termination.

    


    
      
        
        

      

      
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    (b) This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

    


    13. Notice.
      For the
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      when personally delivered or five days after the date that sent by certified
      mail, return receipt requested, postage prepaid, to the Corporation at its
      home
      office, to the attention of the Board of Directors with a copy to the Secretary
      of the Corporation, or, if to the Executive, to such home or other address
      as
      the Executive has most recently provided in writing to the
      Corporation.

    


    14. Amendments.
      No
      amendments or additions to this Agreement shall be binding unless in writing
      and
      signed by both parties.

    


    15. Headings.
      The
      headings used in this Agreement are included solely for convenience and shall
      not affect, or be used in connection with, the interpretation of this
      Agreement.

    


    16. Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provisions shall not affect the validity or
      enforceability of the other provisions hereof.

    


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

    


    18. Successors
      to Code Sections.
      All
      provisions of this Agreement referring to sections of the U.S.C. (United State
      Code) or to the Code shall be deemed to refer to successor code sections in
      the
      event of renumbering of code sections.

    


    19. Effect
      on Other Agreements.

    


    (a) Transitional
      Employment Agreement.
      As of
      the Effective Date hereof, the Transitional Employment Agreement shall terminate
      and be of no further force or effect. In consideration of such cancellation,
      to
      the extent such cancellation payment is not paid by FOBB prior to the Merger,
      the Corporation shall pay to the Executive a lump sum cash payment of
      $3,000,000, provided that such amount shall be subject to reduction to the
      extent necessary to avoid imposition of excise tax thereon under Code Section
      4999. 

    


    (b) Supplemental
      Pension Benefit Agreement.
      The
      Corporation shall honor and assume the obligations of FOBB under the
      Supplemental Pension Benefit Agreement, provided that for purposes thereof:
      

    


    (i) The
      Executive’s Credited Years of Service shall be 20 and the accrual fraction shall
      be 100%;

    


    (ii) The
      highest nominal rate of Corporation Salary paid during the term of this
      Agreement (including any continuation period under Section 7) shall be the
      Final
      Base Salary; 

    


    (iii) in
      the
      event of termination of employment prior to January 1, 2015, the Supplemental
      Pension Benefit thereunder shall commence on the later of the first day of
      the
      calendar year following or six months following the Executive’s termination of
      employment, which termination for this purpose shall not be deemed to occur
      until the earlier of the Executive’s voluntary resignation or termination for
      Cause, death or expiration of the five-year Term in the case of an Involuntary
      Termination,

    


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    (iv) The
      actuarial equivalent benefit payable on such Early Commencement Date shall
      be
      determined on the basis of the mortality table and interest rate described
      in
      Section 417(e)(3)(A)(ii) of the Internal Revenue Code (or any successor
      provision thereto), and

    


    (v) The
      actuarial present value of the benefit to be provided upon the Early
      Commencement Date shall not exceed the actuarial present value as of the Early
      Commencement Date of the benefit to be provided to the Executive if benefits
      commenced on January 1, 2015 utilizing the mortality table and interest rate
      set
      forth in subpart (iv) above.

    


    (c) Agreement
      Regarding Post-Employment Restrictive Covenants.
      The
      Corporation shall assume and honor the Agreement Regarding Post-Employment
      Restrictive Covenants, which agreement shall continue in full force and effect
      with the Corporation being substituted for FOBB thereunder.

    


    (d) FOBB
      Stock Options.
      The
      Corporation shall assume and honor the Executive’s FOBB Stock Options, as
      converted in accordance with the Merger Agreement.

    


    20. Code
      Section 409A.
      

    


    (a)
       General.
      It is
      intended that the Agreement shall comply with the provisions of Code Section
      409A and the Treasury regulations relating 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 with these 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 parties agree 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.

    


    (b) Payments.
      Notwithstanding any provision in the Agreement to the contrary, as needed to
      comply with Code Section 409A(a)(2)(B)(i), payments due under Section 7 shall
      be
      subject to a six (6) month delay such that amounts otherwise payable during
      the
      six (6) month period following the Executive’s separation from service shall be
      accumulated and paid 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).

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

    


    
      	
              Attest:

            	 	 	 	 	 	
              MB
                FINANCIAL, INC.

            


    

    


    


    ___________________________
        ______________________________________

    
      	
              Secretary

            	 	 	 	       	
               

            	
               

            


      	 	 	 	 	 	 By:	 __________________________________


      	 	 	 	 	 	 Its:	 __________________________________

                                

    Witness:     EXECUTIVE:

    


    ___________________________  _____________________________________    

               Richard
      M. Rieser, Jr.

     

    
      
        
        

      

      
        52