0001139812-09-000012 Sample Contracts

MB FINANCIAL BANK, N.A. Change In Control Severance Agreement
Change in Control Severance Agreement • February 27th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered

THIS SEVERANCE AGREEMENT, (the “Agreement”) is entered into as of December 5, 2008 (the “Effective Date”), by and between MB Financial Bank, N.A., a national banking association (the “Company”) and the undersigned officer (the “Executive”);

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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”).

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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").

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MB FINANCIAL, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AGREEMENTS AND INCENTIVE STOCK OPTION AGREEMENTS
Restricted Stock Agreements and Incentive Stock Option Agreements • February 27th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered

THIS AMENDMENT AGREEMENT, is made and entered into as of December 5, 2008, by and between MB Financial, Inc., a Maryland corporation (the “Company”), and the undersigned executive officer of MB Financial, Inc. (“Executive”) under the MB Financial, Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”), amends each agreement (each an “Option Agreement”) evidencing a stock option and each agreement evidencing a restricted stock award (each a “Restricted Stock Agreement”) granted to the Executive under the Plan and in effect on the date hereof:

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CPP Senior Executive Officer Agreement Under the TARP Capital Purchase Program
Senior Executive Officer Agreement • February 27th, 2009 • Mb Financial Inc /Md • Savings institution, federally chartered
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