Mb Financial Inc /Md Sample Contracts

TRUST AGREEMENT
Trust Agreement • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • Delaware
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MB FINANCIAL, INC. (Maryland Corporation) 8,000,000 Depositary Shares, Each Representing 1/40th Interest in a Share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2017 • Mb Financial Inc /Md • National commercial banks • New York

MB Financial, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A to this agreement (this “Agreement”) (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, UBS Securities LLC, J.P. Morgan Securities LLC and Sandler O’Neill & Partners, L.P. are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of depositary shares (the “Depositary Shares”), each representing 1/40th interest in a share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C, par value $.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The Preferred Stock will, when

Exhibit 4.9 PREFERRED SECURITIES GUARANTEE AGREEMENT
Securities Guarantee Agreement • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • New York
MB FINANCIAL, INC. 10,937,500 Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Letter Agreement • September 16th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered • New York

MB Financial, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 10,937,500 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,640,625 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

MB FINANCIAL, INC., AND [DEPOSITORY BANK] As Depository AND HOLDERS OF DEPOSITORY RECEIPTS DEPOSIT AGREEMENT Dated as of __________, 201_
Deposit Agreement • November 2nd, 2011 • Mb Financial Inc /Md • National commercial banks • New York

DEPOSIT AGREEMENT, dated as of ______________, 201_, among MB Financial, Inc., a Maryland corporation, [DEPOSITARY BANK], a banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.

TAX GROSS UP AGREEMENT
Tax Gross Up Agreement • December 18th, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

This Tax Gross Up Agreement (this “Agreement”) is entered into this 14th day of December, 2007 by and between MB Financial, Inc. (the “Company”) and Brian Wildman (the “Employee”).

AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and AMERICAN CHARTERED BANCORP, INC.
Agreement and Plan of Merger • November 24th, 2015 • Mb Financial Inc /Md • National commercial banks • Illinois

AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2015 (this “Agreement”), by and between MB Financial, Inc., a Maryland corporation (“Parent”), and American Chartered Bancorp, Inc., an Illinois corporation (“Company”).

MB Financial, Inc. and Warrant Agent WARRANT AGREEMENT Providing for the Issuance of ____________________ Warrants Dated as of _______________________, 201__
Warrant Agreement • November 2nd, 2011 • Mb Financial Inc /Md • National commercial banks • Maryland

THIS WARRANT AGREEMENT is entered into as of, 201_ between MB Financial, Inc., a corporation incorporated under the laws of the State of Maryland (the “Company”) and _____________________, a ________ incorporated under the laws of ____________ (the “Agent”).

MB Financial Bank, N.A. Change in Control Severance Agreement
Control Severance Agreement • December 18th, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered

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

DEPOSIT AGREEMENT among MB FINANCIAL, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 22, 2017
Deposit Agreement • November 22nd, 2017 • Mb Financial Inc /Md • National commercial banks • New York

DEPOSIT AGREEMENT dated as of November 22, 2017, by and among (i) MB Financial, Inc., a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and (iii) the Holders from time to time of the Receipts described herein.

MB FINANCIAL BANK, N.A. Change In Control Severance Agreement
Control Severance Agreement • November 10th, 2014 • Mb Financial Inc /Md • National commercial banks

THIS SEVERANCE AGREEMENT, (the “Agreement”) is entered into as of August __, 2014 (the “Effective Date”), by and between MB Financial Bank, N.A., a national banking association (the “Company”) and the undersigned officer (the “Executive”);

FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • December 18th, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered

This First Amendment to Change in Control Severance Agreement (this “Amendment”) is made and entered into as of the 14th day of December, 2007, by and between MB Financial Bank, N.A. (the “Company”) and Thomas D. Panos (the “Executive”).

PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • May 7th, 2010 • Mb Financial Inc /Md • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 23rd day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of New Century Bank, Chicago, Illinois (the “Receiver”), MB Financial, organized under the laws of the United States of America, and having its principal place of business in Chicago, Illinois (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

THIS AGREEMENT (this "Agreement") is made and entered into as of this 5th day of December, 2008, by and between MB Financial, Inc. (the “Corporation") and Mitchell Feiger (the "Executive").

MB FINANCIAL, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 2nd, 2005 • Mb Financial Inc /Md • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on _____________by MB Financial, Inc., a Maryland corporation (the "Company"), to _______________ (the "Grantee"), in accordance with the following terms and conditions.

EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2006 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

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”).

NONCOMPETITION AGREEMENT
Noncompetition Agreement • April 1st, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

This Noncompetition Agreement (this “Agreement”) is entered into this 6th day of November, 2001, by and between MB-MidCity, Inc. (the “Corporation”) and E.M. Bakwin (the “Executive”).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 1st, 2014 • Mb Financial Inc /Md • National commercial banks

THIS AMENDMENT (this “Amendment”) to that certain Agreement and Plan of Merger by and between MB FINANCIAL, INC. (“MB”) and TAYLOR CAPITAL GROUP, INC. (“TCG”), dated as of July 14, 2013 (the “Agreement”), is entered into as of June 30, 2014, by and between MB and TCG. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

TAX GROSS UP AGREEMENT
Tax Gross Up Agreement • February 27th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

This Tax Gross Up Agreement (this “Agreement”) is entered into as of the 5th day of December, 2008 by and between MB Financial, Inc. (the “Company”) and the undersigned officer (the “Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered

This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into this 22nd day of February, 2007 (but effective as of January 1, 2005), by and between MB Financial Bank, N.A. (the “Bank”) and Burton J. Field (the “Executive”).

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AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and TAYLOR CAPITAL GROUP, INC. Dated as of July 14, 2013
Agreement and Plan of Merger • July 18th, 2013 • Mb Financial Inc /Md • National commercial banks • Maryland

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is dated as of July 14, 2013, by and between MB FINANCIAL, INC., a Maryland corporation ("MB"), and TAYLOR CAPITAL GROUP, INC., a Delaware corporation ("TCG").

PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • May 7th, 2010 • Mb Financial Inc /Md • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 23rd day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of BROADWAY BANK, CHICAGO, ILLINOIS (the "Receiver"), MB FINANCIAL BANK, N.A., organized under the laws of the United States of America, and having its principal place of business in CHICAGO, ILLINOIS (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation")

MB FINANCIAL, INC. Agreement Regarding Salary Adjustment and Portion of Salary Payable by Stock
Mb Financial Inc /Md • March 4th, 2010 • Savings institution, federally chartered

By action of the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MB Financial, Inc. (the “Company”) and of the Board, you have been awarded additional base compensation effective January 1, 2010 (the “Salary Adjustment”) equal to $471,000 on an annualized basis, of which 60%, or $282,600, will be payable in Company common stock (the “Salary Stock”) and the remainder paid in cash. The Salary Stock will to be paid to you in Shares as an Other Stock-Based Award under the Company’s Amended and Restated Omnibus Incentive Plan (the “Plan”), subject to the requirements set forth in this agreement (the “Agreement”). Unless otherwise indicated, the capitalized terms used herein shall have the same meaning as set forth in the Plan.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered

This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into this 22nd day of February, 2007 (but effective as of January 1, 2005), by and between MB Financial Bank, N.A. (the “Bank”) and Ronald D. Santo (the “Executive”).

AGREEMENT AND PLAN OF MERGER dated as of May 1, 2006 by and among MB FINANCIAL, INC. MBFI ACQUISITION CORP. and FIRST OAK BROOK BANCSHARES, INC.
Agreement and Plan of Merger • May 2nd, 2006 • Mb Financial Inc /Md • Savings institution, federally chartered • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 1, 2006, by and between MB Financial, Inc., a Maryland corporation (“MBFI”), MBFI Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of MBFI (“Acquisition Corp.”) and First Oak Brook Bancshares, Inc., a Delaware corporation (“FOBB”).

MB FINANCIAL, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 7th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on ____________ by MB Financial, Inc., a Maryland corporation (the “Company”), to ______________ (the "Grantee"), in accordance with the following terms and conditions.

TRANSITIONAL EMPLOYMENT AGREEMENT
Transitional Employment Agreement • November 9th, 2006 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

This Agreement is made as of the 26th day of January, 1999, by and between First Oak Brook Bancshares, Inc., a Delaware corporation (the "Employer") and the undersigned officer (the "Executive").

TAX GROSS UP AGREEMENT
Tax Gross Up Agreement • November 9th, 2006 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

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”).

AGREEMENT AND PLAN OF MERGER dated as of January 9, 2004 by and among FIRST SECURITYFED FINANCIAL, INC. and MB FINANCIAL, INC.
Execution Copy Agreement and Plan of Merger • January 14th, 2004 • Mb Financial Inc /Md • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 8th, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of _____________________ by MB Financial, Inc. (the "Company") to ________________ (the "Optionee"), in accordance with the following terms and conditions:

AMENDMENT TO THE TRANSITIONAL EMPLOYMENT AGREEMENT BETWEEN FIRST OAK BROOK BANCSHARES, INC. AND ROSEMARIE BOUMAN
Mb Financial Inc /Md • March 2nd, 2007 • Savings institution, federally chartered

Effective January 26, 1999, First Oak Brook Bancshares, Inc. (the “Company”) and Rosemarie Bouman (the “Executive” entered into a Transitional Employment Agreement (the “Agreement”). The Agreement is hereby amended, effective as of August 25, 2006, as follows:

August 15, 2014
Letter Agreement • August 20th, 2014 • Mb Financial Inc /Md • National commercial banks
MB FINANCIAL, INC. SECOND AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT (Management Committee)
Qualified Stock Option Agreement • September 5th, 2012 • Mb Financial Inc /Md • National commercial banks

This option, intended to be a Non-Qualified Stock Option, is granted as of [ ] by MB Financial, Inc. (the “Company”) to ___________ (the “Optionee”), in accordance with the following terms and conditions:

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