0000927089-05-000095 Sample Contracts

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.

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MB FINANCIAL, INC. 1997 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 2nd, 2005 • 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:

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