0001104659-02-001274 Sample Contracts

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”).

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Change in Control Severance Agreement
Change in Control Severance Agreement • April 1st, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered

THIS SEVERANCE AGREEMENT, (the “Agreement”) is entered into this day of , (the “Effective Date”), by and between MB Financial Bank, N.A., a national banking organization (the “Company”) and (the “Executive”);

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MB FINANCIAL, INC., FIRST LINCOLNWOOD CORP.
Agreement and Plan of Merger • April 1st, 2002 • Mb Financial Inc /Md • Savings institution, federally chartered • Illinois

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) was made and entered into as of the 26th day of December, 2001 (the “Agreement Date”), by and among MB Financial, Inc., a Maryland corporation (“MB”), Lincolnwood Acquisition Corp., an Illinois corporation and wholly-owned subsidiary of MB (“Acquisition Sub”), First Lincolnwood Corp., an Illinois corporation (“Seller”), and those persons named on Exhibit A attached hereto as the owners of all of the issued and outstanding capital stock of Seller (the “Seller Stockholders”), and amended and restated as of the 22nd day of February, 2002 pursuant to the provisions of Paragraph 2(f) hereof.

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