TRUST AGREEMENTTrust Agreement • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • Delaware
Page ARTICLE I. DEFINITIONS.................................................................... 7 Section 1.1. Definitions and Terms................................................... 7 ARTICLE II. EXCHANGE OF THE...Indenture • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • New York
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 AGREEMENTUnderwriting 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
MB FINANCIAL, INC. 10,937,500 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting 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”.
Exhibit 1.1 2,080,000 Preferred Securities MB Financial Capital Trust I [_____]% Cumulative Trust Preferred Securities (Liquidation Amount of $25 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • Missouri
Exhibit 4.9 PREFERRED SECURITIES GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • August 7th, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • New York
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 AGREEMENTTax 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”).
EXHIBIT 10.10 MIDCITY FINANCIAL CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT, (the "Agreement") is entered into this _____ day of ___________, _______ (the "Effective Date"), by and between MidCity Financial Corporation,...Change in Control Severance Agreement • July 3rd, 2001 • Mb Midcity Inc • Savings institution, federally chartered
MB FINANCIAL BANK, N.A. Change In Control Severance AgreementChange in 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”);
AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and AMERICAN CHARTERED BANCORP, INC.Merger Agreement • 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”).
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, 2017Deposit 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.
TAX GROSS UP AGREEMENTTax 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”).
FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange 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 AGREEMENTPurchase 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 AGREEMENTEmployment 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 AGREEMENTRestricted 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.
AMENDMENT TO THE TRANSITIONAL EMPLOYMENT AGREEMENT BETWEEN FIRST OAK BROOK BANCSHARES, INC. AND ROSEMARIE BOUMANTransitional Employment Agreement • March 2nd, 2007 • Mb Financial Inc /Md • 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:
NONCOMPETITION AGREEMENTNoncompetition 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 MERGERAgreement 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.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and TAYLOR CAPITAL GROUP, INC. Dated as of July 14, 2013Merger Agreement • 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 AGREEMENTPurchase 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 StockSalary Adjustment Agreement • March 4th, 2010 • Mb Financial Inc /Md • 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.
SECOND AMENDMENT To THE TRANSITIONAL employment agreement between FIRST OAK BROOK BANCSHARES, INC. and ROSEMARIE BOUMANTransitional Employment Agreement • March 2nd, 2007 • Mb Financial Inc /Md • Savings institution, federally chartered
WHEREAS, on August 25, 2006, First Oak Brook was merged (the “Merger”) with and into MBFI Acquisition Corp. (“Acquisition Corp”), a wholly owned subsidiary of MB Financial, Inc. (“MBFI”), pursuant to the Agreement and Plan of Merger, dated as of May 1, 2006, by and among MBFI, Acquisition Corp. and First Oak Brook, and immediately thereafter, Acquisition Corp. was merged with and into MBFI;
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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.Merger Agreement • 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 AGREEMENTRestricted 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 AGREEMENTTransitional 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 AGREEMENTTax 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.Merger Agreement • January 14th, 2004 • Mb Financial Inc /Md • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive 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:
Letter of Understanding for CEO May 1 , 2006Letter of Understanding • June 2nd, 2006 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois
As you know, MB Financial, Inc. (“MBFI”), along with its wholly-owned subsidiary, MBFI Acquisition Corp., has entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with First Oak Brook Bancshares, Inc. (the “Company”) pursuant to which the Company will be merged with and into such subsidiary (the “Merger”). Section 7.16(h) of the Merger Agreement provides that you and MBFI will enter into a letter of understanding relating to your Transitional Employment Agreement and post-Merger employment matters. This letter is that letter of understanding.
August 15, 2014Escrow Agreement • August 20th, 2014 • Mb Financial Inc /Md • National commercial banks
