<Page>
EXHIBIT 10.8(a)
MB FINANCIAL, INC.
MANUFACTURERS BANK
STOCK DEFERRED COMPENSATION PLAN
Effective May 29, 2001
<Page>
MB FINANCIAL, INC.
MANUFACTURERS BANK
STOCK DEFERRED COMPENSATION PLAN
AS RENAMED, MODIFIED, AMENDED AND RESTATED EFFECTIVE MAY 29, 2001
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees, and to directors, who
contribute materially to the continued growth, development and future business
success of MB Financial, Inc., Manufacturers Bank, and any other subsidiaries,
if any, that sponsor this Plan. The benefits provided hereunder shall be
distributed in the form of Company Stock. This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.
The Plan shall constitute a modification, continuation, amendment and
restatement of the MB Financial, Inc., Manufacturers Bank Deferred Compensation
Plan as in Effect immediately prior to May 29, 2001, insofar as it relates to
Account Balances that are measured by Company Stock. However, the rights of any
person who terminated employment or who retired on or before the Effective Date
shall be determined solely under the terms of the Plan in which that person was
a participant on the date of his termination of the participant's employment or
retirement unless such person again becomes a Participant hereunder after the
Effective Date.
ARTICLE I
DEFINITIONS
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
"ACCOUNT BALANCE" shall mean, with respect to a Participant, a credit
on the records of the Employer equal to the Deferral Account balance. A
Participant's Account Balance shall at all times be a bookkeeping entry
only and shall not represent any investment made on his or her behalf
by the Company or the Trust; the Participant shall at all times remain
an unsecured creditor of the Company.
"ANNUAL BONUS" shall mean any compensation, in addition to Base Annual
Salary relating to services performed during any calendar year, whether
or not paid in such calendar year or included on the Federal Income Tax
Form W-2 for such calendar year, payable to a Participant as an
Employee under any Employer's annual bonus and cash incentive plans,
excluding stock options.
1
<Page>
"ANNUAL DEFERRAL AMOUNT" shall mean that portion of a Participant's
Base Annual Salary, Annual Bonus and Director=s Compensation that a
Participant elects to have, and is deferred, in accordance with Article
3, for any one Plan Year. In the event of a Participant's Retirement,
Disability (if deferrals cease in accordance with Section 8.1), death
or a Termination of Employment prior to the end of a Plan Year, such
year's Annual Deferral Amount shall be the actual amount withheld prior
to such event.
"BASE ANNUAL SALARY" shall mean the annual cash compensation relating
to services performed by an Employee during any calendar year, whether
or not paid in such calendar year or included on the Federal Income Tax
Form W-2 for such calendar year, excluding bonuses, commissions,
overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, and other fees, automobile and
other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Employee's gross
income). Base Annual Salary shall be calculated before reduction for
compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or non-qualified plans of any Employer and
shall be calculated to include amounts not otherwise included in the
Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to
the extent that, had there been no such plan, the amount would have
been payable in cash to the Employee.
"BENEFICIARY" shall mean one or more persons, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of a Participant.
"BENEFICIARY DESIGNATION FORM" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
"BOARD" shall mean the board of directors of the Company.
"CHANGE IN CONTROL" shall mean the first to occur of any of the
following events:
(a) Any "person" (as that term is used in Section 13 and 14(d)(2)
of the Securities Exchange Act of 1934 (the "Exchange Act"))
becomes the beneficial owner (as that term is used in Section
13(d) of the Exchange Act), directly or indirectly, of 50% or
more of the Company's capital stock entitled to vote in the
election of directors;
2
<Page>
(b) During any period of not more than two consecutive years, not
including any period prior to the adoption of this Plan,
individuals who at the beginning of such period constitute the
board of directors of the Company, and any new director (other
than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described
in clause (a), (c), (d) or (e) herein) whose election by the
board of directors or nomination for election by the Company's
stockholders was approved by a vote of at least three-fourths
(3/4ths) of the directors then in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(c) The shareholders of the Company approve any consolidation or
merger of the Company, other than a consolidation or merger of
the Company in which the holders of the common stock of the
Company immediately prior to the consolidation or merger hold
more than 50% of the common stock of the surviving corporation
immediately after the consolidation or merger;
(d) The Shareholders of the Company approve any pla or proposal
for the liquidation or dissolution of the Company; or
(e) The Shareholders of the Company approve the sal or transfer of
all or substantially all of the assets of the Company to
parties that are not within a "controlled group of
corporation"( as defined in Code Section 1563) in which the
Company is a member.
"CLAIMANT" shall have the meaning set forth in Section 14.1.
"CODE" shall mean the Internal Revenue Code 1986, as it may be amended
from time to time.
"COMMITTEE" shall mean the committee described in Article 12.
"COMPANY" shall mean MB Financial, Inc., a Delaware corporation, and
any successor to all or substantially all of the Company's assets or
business.
"COMPANY STOCK" shall mean the common stock of the Company.
"DEDUCTION LIMITATION" shall mean the following described limitation on
a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation
shall be applied to all distributions that are "subject to the
Deduction Limitation" under this Plan. If an Employer determines in
3
<Page>
good faith prior to a Change in Control that there is a reasonable
likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by
reason of the limitation under Code Section 162(m), then to the extent
deemed necessary by the Employer to ensure that the entire amount of
any distribution to the Participant pursuant to this Plan prior the
Change in Control is deductible, the Employer may defer all or any
portion of a distribution under this Plan. Any amounts deferred
pursuant to this limitation shall continue to be credited/debited with
additional amounts in accordance with Section 3.7 below, even if such
amount is being paid out in installments. The amounts so deferred and
amounts credited thereon shall be distributed to the Participant or his
or her Beneficiary (in the event of the Participant's death) at the
earliest possible date, as determined by the Employer in good faith, on
which the deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m), or if
earlier, the effective date of a Change in Control. Notwithstanding
anything to the contrary in this Plan the Deduction Limitation shall
not apply to any distributions made after a Change in Control.
"DEFERRAL ACCOUNT" shall mean (i) a sum of all of a Participant's
Annual Deferral Amounts, (ii) the sum of Excess Matching Contributions
contributed on behalf of the Participant, (iii) amounts credited in
accordance with all the applicable crediting provisions of this Plan
that relate to the Participant's Deferral Account, less (iv) all
distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.
"DIRECTOR" shall mean a member of the board of directors of the
Company.
"DIRECTOR'S COMPENSATION" shall mean fees and other compensation
payable for services as a Director.
"DISABILITY" shall mean a period of disability during which a
Participant qualifies for permanent disability benefits under the
Participant's Employer's long-term disability plan, or, if a
Participant does not participate in such a plan, a period of disability
during which the Participant would have qualified for permanent
disability benefits under such a plan had the Participant been a
participant in such a plan, as determined in the sole discretion of the
Committee. If the Participant's Employer does not sponsor such a plan,
or discontinues to sponsor such a plan, Disability shall be determined
by the Committee in its sole discretion.
"DISABILITY BENEFIT" shall mean the benefit set forth in Article 8.
"EFFECTIVE DATE" shall mean May 29, 2001.
4
<Page>
"ELECTION FORM" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.
"EMPLOYEE" shall mean a person who is classified as an employee of any
Employer.
"EMPLOYER(S)" shall mean MB Financial, Inc., Manufacturers Bank, and
any other subsidiaries, if any, that have been selected by the Board to
participate in the Plan and have adopted the Plan as a sponsor.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
AEXCESS MATCHING CONTRIBUTIONS@ shall equal to the difference between
(a) and (b) where:
(a) is the amount of Matching Contribution that would have been
allocated for the Plan Year on behalf of the Participant under
a Qualified Plan, except for the limitation imposed on such
Matching Contributions for the Plan Year by Code Section 415;
and
(b) is the amount of Matching Contributions actuall allocated on
behalf of the Participant for the Plan Year.
AMATCHING CONTRIBUTION@ shall mean a matching contribution (within the
meaning of Code Section 401(m)(4)(A)) that is allocable on behalf of a
Participant under a qualified plan described in Code Section 401(a),
that is maintained by an Employer and in which the Participant
participates.
"MONTHLY INSTALLMENT METHOD" shall be a monthly installment payment
over the number of months selected by the Participant in accordance
with this Plan, calculated as follows: The Account Balance of the
Participant shall be calculated as of the close of business three
business days prior to the last business day of the month. The monthly
installment shall be calculated by multiplying this balance by a
fraction, the numerator of which is one, and the denominator of which
is the remaining number of monthly payments due the Participant. By way
of example, if a 120-month Monthly Installment Method is elected, the
payment shall be 1/120 of the Account Balance, calculated as described
in this definition. The following month, the payment shall be 1/119 of
the Account Balance, calculated as described in this definition. Each
monthly installment shall be paid on or as soon as practicable after
the last business day of the applicable month.
5
<Page>
"PARTICIPANT" shall mean any Employee or Director (i) who is selected
to participate in the Plan, (ii) who elects to participate in the Plan,
(iii) who signs a Plan Agreement and an Election Form, (iv) whose
signed Plan Agreement, Election Form and Beneficiary Designation Form
are accepted by the Committee, (v) who commences participation in the
Plan, and (vi) whose Plan Agreement has not terminated. A spouse or
former spouse of a Participant shall not be treated as a Participant in
the Plan or have an Account Balance under the Plan, even if he or she
has an interest in the Participant's benefits under the Plan as a
result of applicable law or property settlements resulting from legal
separation or divorce.
"PLAN" shall mean this Stock Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.
"PLAN AGREEMENT" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements
in their entirety and shall govern such entitlement. The terms of any
Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or
limit the benefits otherwise provided under the Plan; provided,
however, that any such additional benefits or benefit limitations must
be agreed to by both the Employer and the Participant.
"PLAN YEAR" shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.
"PRE-RETIREMENT SURVIVOR BENEFIT" shall mean the benefit set forth in
Article 6.
"QUALIFIED PLAN" means a plan that meets the qualification requirements
of Code Section 401(a) that is maintained by an Employer.
"RETIREMENT", "RETIRE(S)" OR "RETIRED" shall mean severance from
employment from all Employers for any reason other than a leave of
absence, death or Disability on or after the earlier of the attainment
of (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10)
Years of Service.
"RETIREMENT BENEFIT" shalt mean the benefit set forth in Article 5.
6
<Page>
"SHORT-TERM PAYOUT" shall mean the payout set forth in Section 4.1.
"TERMINATION BENEFIT" shall mean the benefit set forth in Article 7.
"TERMINATION OF EMPLOYMENT" shall mean the severing of employment with
all Employers voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
"TRUST" shall mean one or more trusts established pursuant to that
certain Master Trust Agreement, between the Company and the trustee
named therein, as amended from time to time.
"UNFORESEEABLE FINANCIAL EMERGENCY" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a
loss of the Participant's property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Committee. A distribution will be deemed to be
on account of an Unforeseeable Financial Emergency if the distribution
is on account of:
(1) Unreimbursed medical expenses (as defined in Code
Section 213(d)) and amounts necessary to obtain
medical care for the Participant, the Participant's
spouse or any dependent;
(2) the purchase of the Participant's principal residence
(but not ongoing mortgage payments);
(3) tuition and related educational fees for the
immediately forthcoming twelve (12) month period of
post-secondary education for the Participant, his
spouse or dependents;
(4) the need to prevent eviction from or foreclosure on a
Participant's principal residence.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees of the
Employers, and Directors of the Company, as determined by the Committee
in its sole discretion
7
<Page>
from time to time. From that group, the Committee shall select, in its
sole discretion, Employees and Directors to participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
Employee or Director shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary
Designation Form, all within 30 days after he or she is selected to
participate in the Plan. In addition, the Committee shall establish
from time to time such other enrollment requirements as it determines
in its sole discretion are necessary or appropriate.
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
Director selected to participate in the Plan has met all enrollment
requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the
specified time period, that Employee or Director shall commence
participation in the Plan on the first day of the month following the
month in which the Employee completes all enrollment requirements. If
an Employee or Director fails to meet all such requirements within the
period required, in accordance with Section 2.2, that Employee or
Director shall not be eligible to participate in the Plan until the
first day of the Plan Year following the delivery to and acceptance by
the Committee of the required documents.
2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
determines in good faith than a Participant no longer qualifies as a
member of a select group of management or highly compensated employees,
as membership in such group is determined in accordance with Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, or is no longer a Director,
the Committee shall have the right, in its sole discretion, to (i)
terminate any deferral election the Participant has made for the
remainder of the Plan Year in which the Participant's membership status
changes, (ii) prevent the Participant from making future deferral
elections, (iii) cease making Excess Matching Contributions on his
behalf (other than those previously declared), and/or (iv) immediately
distribute the Participant's then Account Balance as a Termination
Benefit and terminate the Participant's participation in the Plan.
ARTICLE 3
DEFERRAL COMMITMENTS/MATCHING CONTRIBUTIONS/CREDITING/TAXES
3.1 COMPENSATION DEFERRALS.
For each Plan Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, Base Annual Salary, Annual Bonus, and/or
Director=s Compensation, as the case may be, such amount as is set
forth in the Participant=s Plan Agreement with respect to the Plan
Year. The election shall be irrevocable with respect to
8
<Page>
compensation covered by the election until the end of the Plan Year. If
no election is made, the amount deferred shall be zero. Notwithstanding
the foregoing, if a Participant first becomes a Participant after the
first day of a Plan Year, the maximum Annual Deferral Amount shall be
limited to the amount of compensation not yet earned by the Participant
as of the date the Participant submits a Plan Agreement and Election
Form to the Committee for acceptance.
3.2 DISCRETIONARY MATCHING CONTRIBUTIONS.
With respect to each Plan Year, each Employer, in its sole
distribution, may agree to contribute on behalf of Participant who is
an Employee of that Employer an amount equal to the Participant's
Excess Matching Contribution with respect to the Plan Year. The Excess
Matching Contribution shall be credited to each eligible Participant=s
Deferral Account as of the last day of the Plan Year to which the
Excess Matching Contribution relates.
3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM; SUSPENSION.
(a) FIRST PLAN YEAR. In connection with a Participant's
commencement of participation in the Plan, the Participant
shall make an irrevocable election regarding his Annual
Deferral Amount for the Plan Year in which the Participant
commences participation in the Plan, along with such other
elections as the Committee deems necessary or desirable under
the Plan. For these elections to be valid, the Election Form
must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2
above) and accepted by the Committee.
(b) SUBSEQUENT PLAN YEARS. For each succeeding Pla Year, the
Participant shall make an irrevocable election regarding his
Annual Deferral Amount for that Plan Year, and such other
elections as the Committee deems necessary or desirable under
the Plan. Such election shall be made before the end of the
Plan Year preceding the Plan Year for which the election is
made, by means of a new Election Form. If no such Election
Form is timely delivered for a Plan Year, the Annual Deferral
Amount shall be zero for that Plan Year. In the case of a
deferral of a Participant's Annual Bonus, the election form
shall be delivered to the Committee prior to the date such
Annual Bonus is announced by the Employer.
(c) SUSPENSION OF ELECTION. A Participant may suspend an election
to defer compensation for the remainder of the Plan Year by
filing with the Committee a written notice of the suspension,
which election will become effective as of the next payroll
period.
9
<Page>
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Annual Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Annual Bonus portion of the Annual Deferral
Amount shall be withheld at the time the Annual Bonus is paid to the
Participant, whether or not this occurs during the Plan Year itself.
The Director's Compensation portion of the Annual Deferral Amount shall
be withheld at the time the Director=s Compensation is paid to the
Participant, whether or not this occurs during the Plan Year.
3.5 INVESTMENT OF TRUST ASSETS. The assets of the Trust shall be invested
solely in Company Stock, except for such amounts of cash as the Trustee
determines necessary to ensure the proper operation of the Trust.
3.6 VESTING. A Participant shall at all times be 100% vested in his or her
Deferral Account.
3.7 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
to, the rules and procedures that are established from time to time by
the Committee, in its sole discretion, a Participant's Account Balance
shall be credited or debited on a daily basis based on the performance
of the assets in the Trust, as determined by the Committee in its sole
discretion, as though (i) a Participant's Account Balance were invested
in Common Stock: (ii) the portion of the Annual Deferral Amount that
was actually deferred during any calendar quarter was invested in
Common Stock; (iii) the Participant=s Excess Matching Contribution was
actually contributed as of the last day of the Plan Year and invested
in Common Stock at the closing price on such date, and (iv) any
distribution made to a Participant that decreases such Participant's
Account Balance shall cease being invested in Common Stock at the
closing price on such date.
3.8 FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral
Amount is being withheld from a Participant, the Participant's
Employer(s) shall withhold from that portion of the Participant's Base
Annual Salary, Annual Bonus and Director=s Compensation that is not
being deferred in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes on such Annual
Deferral Amount. The Committee may reduce the Annual Deferral Amount in
order to comply with this Section 3.8 if it determines that such action
is necessary or appropriate.
3.9 DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under
this Plan all federal, state
10
<Page>
and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.
ARTICLE 4
SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION
4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a
future "Short-Term Payout" from the Plan with respect to his Account
Balance. Subject to the Deduction Limitation, the Short-Term Payout
shall be a lump sum payment in an amount that is equal to the
Participant=s Account Balance, determined at the time that the Short-
Term Payout becomes payable (rather than the date of a Termination of
Employment). Subject to the Deduction Limitation and the other terms
and conditions of this Plan, each Short-Term Payout elected shall be
paid out during a period beginning 1 day and ending 60 days after the
last day of any Plan Year designated by the Participant that is at
least five Plan Years after the Plan Year in which the Annual Deferral
Amount is actually deferred. By way of example, if a five year
Short-Term Payout is elected for Annual Deferral Amounts that are
deferred in the Plan Year commencing January 1, 2000, the five year
Short-Term Payout would become payable during a 60 day period
commencing January 1, 2006.
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under Section 4.1 shall not be paid in
accordance with Section 4.1 but shall be paid in accordance with the
other applicable Article.
4.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
If the Participant experiences an Unforeseeable Financial Emergency,
the Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan. The payout shall not exceed the lesser of
the Participant's Account Balance, calculated as if such Participant
were receiving a Termination Benefit, or the amount reasonably needed
to satisfy the Unforeseeable Financial Emergency. If, subject to the
sole discretion of the Committee, the petition for a suspension and/or
payout is approved, suspension shall take effect upon the date of
approval and any payout shall be made within 60 days of the date of
approval. Following approval of a payout under this Section 4.3, a
Participant shall not be permitted to resume participation in the Plan
for the later of 6 months following such withdrawal or the first day of
the following Plan Year. If the Participant petitions the Committee
only
11
<Page>
to suspend deferrals and the Committee approves such suspension, the
Participant shall not be permitted to resume participation in the Plan
until the first day of the following Plan Year. The payment of any
amount under this Section 4.3 shall be subject to the Deduction
Limitation.
4.4 WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
his or her Beneficiary) may elect, at any time, to withdraw all of his
or her Account Balance, calculated as if there had occurred a
Termination of Employment as of the day of the election, less a
withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the "Withdrawal Amount"). This election can be made at
any time, before or after Retirement, Disability, death or Termination
of Employment and whether or not the Participant (or Beneficiary) is in
the process of being paid pursuant to an installment payment schedule.
If made before Retirement, Disability or death, a Participant's
Withdrawal Amount shall be his or her Account Balance calculated as if
there had occurred a Termination of Employment as of the day of the
election. No partial withdrawals of the Withdrawal Amount shall be
allowed. The Participant (or his or her Beneficiary) shall make this
election by giving the Committee advance written notice of the election
in a form determined from time to time by the Committee. The
Participant (or his or her Beneficiary) shall be paid the Withdrawal
Amount within 60 days of his or her election. Once the Withdrawal
Amount is paid, the Participant's participation in the Plan shall
terminate and the Participant shall not be eligible to participate in
the Plan in the future. The payment of this Withdrawal Amount shall be
subject to the Deduction Limitation.
4.5 MANNER OF PAYMENT. All distributions made pursuant to this Article 4
shall be made in the form of Company Stock except for fractional
shares, which shall be distributed in cash.
ARTICLE 5
RETIREMENT BENEFIT
5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
who Retires shall receive as a Retirement Benefit his or her Account
Balance.
5.2 PAYMENT OF RETIREMENT BENEFIT. The Committee, in its sole and
unrestricted discretion, shall determine whether the Participant will
receive distribution of all amounts payable to him under this
paragraph, in a lump sum or in installments over a designated period of
years not to exceed ten (10). The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the
date the Participant Retires. All distributions shall be made in the
form of Company Stock except for fractional shares, which shall be
distributed in cash. Payment shall
12
<Page>
be made no later than 60 days after the date the Participant Retires.
Any payment made shall be subject to the Deduction Limitation.
5.3 DEATH PRIOR TO ENTIRE PAYMENT OF RETIREMENT BENEFIT. If a Participant
dies after Retirement but before the Retirement Benefit is paid in
full, the Participant's unpaid Retirement Benefit payments shall
continue and shall be paid to the Participant's Beneficiary (i) over
the remaining number of months and in the same amounts as that benefit
would have been paid to the Participant had the Participant survived,
or (ii) in a lump sum, if requested by the Beneficiary and allowed in
the sole discretion of the Committee, that is equal to the
Participant's unpaid remaining Account Balance. All distributions shall
be made in the form of Company Stock except for fractional shares,
which shall be distributed in cash.
ARTICLE 6
PRE-RETIREMENT SURVIVOR BENEFIT
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
the Participant's Beneficiary shall receive a Pre-Retirement Survivor
Benefit equal to the Participant's Account Balance if the Participant
dies before he or she Retires, experiences a Termination of Employment
or suffers a Disability.
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Committee, in its sole
and unrestricted discretion, shall determine whether the Participant
will receive distribution of all amounts payable to him under this
paragraph, in a cash lump sum or in installments over a designated
period of years not to exceed ten (10). The lump sum payment shall be
made, or installment payments shall commence, no later than 60 days
after the date the Committee is provided with proof that is
satisfactory to the Committee of the Participant's death. All
distributions shall be made in the form of Company Stock except for
fractional shares, which shall be distributed in cash. Any payment made
shall be subject to the Deduction Limitation.
ARTICLE 7
TERMINATION BENEFIT
7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal
to the Participant=s Account Balance if a Participant experiences a
Termination of Employment prior to his or her Retirement, death or
Disability.
7.2 PAYMENT OF TERMINATION BENEFIT. The Committee, in its sole and
unrestricted discretion, shall determine whether the Participant will
receive distribution of all amounts payable to him under this
paragraph, in a lump sum or in installments over
13
<Page>
a designated period of years not to exceed ten (10). The lump sum
payment shall be made, or installment payments shall commence, no later
than 60 days after the date the Participant Retires. All distributions
shall be made in the form of Company Stock except for fractional
shares, which shall be distributed in cash. Payment shall be made no
later than 60 days after the date of the Participant=s Termination of
Employment. Any payment made shall be subject to the Deduction
Limitation. Should the Participant die before payment of his entire
Termination Benefit, Section 5.3 shall apply.
ARTICLE 8
DISABILITY WAIVER AND BENEFIT
8.1 DISABILITY WAIVER.
(a) WAIVER OF DEFERRAL. A Participant who suffers from a
Disability shall be excused from fulfilling that portion of
the Annual Deferral Amount commitment that would otherwise
have been withheld from a Participant's Base Annual Salary,
Annual Bonus, or Director's Compensation for the Plan Year
during which the Participant first suffers a Disability.
During the period of Disability, the Participant shall not be
allowed to make any additional deferral elections, but will
continue to be considered a Participant for all other purposes
of this Plan.
(b) RETURN TO WORK. If a Participant returns to employment with an
Employer after a Disability ceases, the Participant may elect
to defer an Annual Deferral Amount for the Plan Year following
his or her return to employment or service and for every Plan
Year thereafter while a Participant in the Plan; provided such
deferral elections are otherwise allowed and an Election Form
is delivered to and accepted by the Committee for each such
election in accordance with Section 3.3 above.
8.2 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participan suffering a
Disability shall, for benefit purposes under this Plan, continue to be
considered to be employed and shall be eligible for the benefits
provided in Articles 4, 5, 6 or 7 in accordance with the provisions of
those Articles. Notwithstanding the above, the Committee shall have the
right to, in its sole and absolute discretion and for purposes of this
Plan only, and must in the case of a Participant who is otherwise
eligible to Retire, deem the Participant to have experienced a
Termination of Employment, or in the case of a Participant who is
eligible to Retire, to have Retired, at any time (or in the case of a
Participant who is eligible to Retire, as soon as practicable) after
such Participant is determined to be suffering a Disability, in which
case the Participant shall receive a Disability Benefit equal to his or
her Account Balance at the time of
14
<Page>
the Committee's determination; provided, however, that should the
Participant otherwise have been eligible to Retire, he or she shall be
paid in accordance with Article 5. The Disability Benefit shall be paid
in a lump sum within 60 days of the Committee's exercise of such right.
Any payment made shall be subject to the Deduction Limitation.
ARTICLE 9
BENEFICIARY DESIGNATION
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designated under any other plan of an Employer in which the Participant
participates.
9.2 BENEFICIARY DESIGNATION: CHANGE; SPOUSAL CONSENT. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form and returning it to the Committee or its
designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by
that Participant's spouse and returned to the Committee. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary Designation
Form filed by the Participant and accepted by the Committee prior to
his or her death.
9.3 ACKNOWLEDGMENT. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Committee or its designated agent.
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant's
estate.
15
<Page>
9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause
the Participant's Employer to withhold such payments until this matter
is resolved to the Committee's satisfaction.
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to
the Participant, and that Participant's Plan Agreement shall terminate
upon such full payment of benefits.
ARTICLE 10
LEAVE OF ABSENCE
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence
from the employment of the Employer, the Participant shall continue to
be considered employed by the Employer and the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in
accordance with Section 3.3.
10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
Participants Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to
be considered employed by the Employer and the Participant shall be
excused from making deferrals until the earlier of the date the leave
of absence expires or the Participant returns to a paid employment
status. Upon such expiration or return, deferrals shall resume for the
remaining portion of the Plan Year in which the expiration or return
occurs, based on the deferral election, if any, made for that Plan
Year. If no election was made for that Plan Year, no deferral shall be
withheld.
ARTICLE 11
TERMINATION, AMENDMENT OR MODIFICATION
11.1 TERMINATION. Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that
any Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, each Employer reserves the right
to discontinue its sponsorship of the Plan and/or to terminate the Plan
at any time with respect to any or all of its participating Employees
by action of its board of directors. Upon the termination of the Plan
with respect to any Employer, the Plan Agreements of the affected
Participants who are employed by that Employer shall terminate and
their Account Balances, determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan
termination occurs after the date upon which a Participant was eligible
to Retire, then with respect to that Participant as if he or she had
16
<Page>
Retired on the date of Plan termination, shall be paid to the
Participants as follows: Prior to a Change in Control, if the Plan is
terminated with respect to all of its Participants, an Employer shall
have the right, in its sole discretion, and notwithstanding any
elections made by the Participant, to pay such benefits in a lump sum
or pursuant to a Monthly Installment Method of up to 10 years, with
amounts credited and debited during the installment period as provided
herein. If the Plan is terminated with respect to less than all of its
Participants, an Employer shall be required to pay such benefits in a
lump sum. After a Change in Control, the Employer shall be required to
pay such benefits in a lump sum. The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled
to the payment of any benefits under the Plan as of the date of
termination; provided, however, that the Employer shall have the right
to accelerate installment payments without a premium or prepayment
penalty by paying the Account Balance in a lump sum or pursuant to a
Monthly Installment Method using fewer months.
11.2 AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to that Employer by the action of its
board of directors; provided, however, that no amendment or
modification shall be effective to decrease or restrict the value of a
Participant's Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced
a Termination of Employment as of the effective date of the amendment
or modification or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, the Participant
had Retired as of the effective date of the amendment or modification.
The amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or
modification; provided, however, that the Employer shall have the right
to accelerate installment payments by paying the Account Balance in a
lump sum or pursuant to a Monthly Installment Method using fewer months
(provided that the present value of all payments that will have been
received by a Participant at any given point of time under the
different payment schedule shall equal or exceed the present value of
all payments that would have been received at that point in time under
the original payment schedule).
11.3 PLAN AGREEMENT. Despite the provisions of Sections 11. and 11.2 above,
if a Participant's Plan Agreement contains benefits or limitations that
are not in this Plan document (other than with respect to deemed
investment options that are in a medium other than Company Stock, or
distributions other than in the form of Company Stock), the Employer
may only amend or terminate such provisions with the consent of the
Participant.
17
<Page>
11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under this Plan and the Participant's Plan Agreement shall terminate.
ARTICLE 12
ADMINISTRATION
12.1 COMMITTEE DUTIES. This Plan shall be administered by a Committee which
shall consist of the Board, or such committee as the Board shall
appoint. Members of the Committee may be Participants under this Plan.
The Committee shall also have the discretion and authority to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan. Any individual on the Committee who is a
Participant shall not vote or act on any matter relating solely to
himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a
Participant or the Company.
12.2 AGENTS. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may
be counsel to any Employer.
12.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
the members of the Committee, and any Employee to whom the duties of
the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of misconduct by the
Committee or any of its members or any such Employee.
12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions,
each Employer shall supply full and timely information to the Committee
on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement Disability, death or
Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.
18
<Page>
ARTICLE 13
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant or a Participant's Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant's Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
ARTICLE 14
CLAIMS PROCEDURES
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the
claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
14.2 NOTIFICATION OF DECISION. The Committee shall consider Claimants claim
within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;
and
(iv) an explanation of the claim review procedure set forth in
Section 14.3 below.
19
<Page>
14.3 REVIEW OF A DENIED CLAIM. With 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
14.4 DECISION ON REVIEW. The Committee shall render its decision on review
promptly, and not later dm 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(c) such other matters as the Committee deems relevant.
14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 15
TRUST
15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust and
each Employer shall, at each pay period, transfer over to the Trust
such cash as the Participant elected to defer under the Plan, or such
other amount as it determines to be appropriate.
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the
20
<Page>
Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall at all times remain liable
to carry out its obligations under the Plan.
15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the
Plan shall be satisfied with Trust assets distributed pursuant to the
terms of the Trust and any such distribution shall reduce the
Employer's obligations under this Plan.
ARTICLE 16
MISCELLANEOUS
16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.
16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain the general, unpledged and
unrestricted assets of the Employer. An Employer's obligation under the
Plan shall be merely of an unfunded and unsecured promise to pay money
in the future.
16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Plan Agreement.
16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part of
the amounts payable shall, prior to actual payment be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance allowed by a
Participant or any other person, be transferable by operation of law in
the event of a Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
21
<Page>
16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer or to interfere
with the right of any Employer to discipline or discharge the
Participant at any time.
16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to, taking
such physical examinations as the Committee may deem necessary.
16.7 TERMS. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be co as though they were used in
the plural or the singular, as the case may be, in all cases where they
would so apply.
16.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of Illinois without regard to its conflicts of laws and principles.
16.10 NOTICE. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below.
Director of Human Resources
MB Financial, Inc.
1200 North Ashland Avenue
Chicago, Illinois 60622-2298
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. Any notice or filing required
or permitted to be given to a Participant
22
<Page>
under s Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 SPOUSE'S INTEREST. The interest in the benefit hereunder of a spouse of
a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including, but not limited to, such spouse's will, nor
shall such interest pass under the laws of intestate succession.
16.13 VALIDITY. In case any provision of s Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be constructed and enforced
as if such illegal or invalid provision had never been inserted herein.
16.14 INCOMPETENT. If the Committee determines in its discretion a benefit
under this Plan is to be paid to a minor, a person declared incompetent
or to a person incapable of handling the disposition of that person's
property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount
16.15 COURT ORDER. The Committee is authorized to mak any payments directed
by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse
or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse's or former spouse's interest in the
Participant's benefits under the Plan to that spouse or former spouse.
16.16 DISTRIBUTION IN THE EVENT OF TAXATION.
(a) IN GENERAL. If, for any reason, all or any portion of a
Participant's benefits under this Plan becomes taxable to the
Participant prior to receipt, a
23
<Page>
Participant may petition the Committee before a Change in
Control, or the trustee of the Trust after a Change in
Control, for a distribution of that portion of his or her
benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld (and,
after a Change in Control, shall be granted), a Participant's
Employer shall distribute to the Participant immediately
available funds in an amount equal to the taxable portion of
his or her benefit (which amount shall not exceed a
Participant's unpaid Account Balance under the Plan). If the
petition is granted, the tax liability distribution shall be
made within 90 days of the date when the Participant's
petition is granted. Such a distribution shall affect and
reduce the benefits to be paid under this Plan.
(b) TRUST. If the Trust terminates in accordance with Section
3.6(e) of the Trust, and benefits are distributed from the
Trust to a Participant in accordance with that Section, the
Participant's benefits under this Plan shall be reduced to the
extent of such distributions.
16.17 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
each Employer is aware that upon the occurrence of a Change in Control,
the Board or the board of directors of a Participant's Employer (which
might then be composed of new members) or shareholder of the Company or
the Participant's Employer, or of any successor corporation, might then
cause or attempt to cause the Company, the Participant's Employer or
such successor to refuse to comply with its obligations under the Plan
and might cause or attempt to cause the Company or the Participant's
Employer to institute, or may institute, litigation seeking to deny
Participants the benefits intended under the Plan. In these
circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Company, the Participant's Employer or any
successor corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder, or, if the Company, such
Employer or any other person takes any action to declare the Plan void
or unenforceable or institutes any litigation or other legal action
designed to deny, diminish or to recover from any participant the
benefits intended to be provided, then the Company and the
Participant's Employer irrevocably authorize such Participant to retain
counsel of his or her choice at the expense of the Company and the
Participant's Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense
of any litigation or other legal action, whether by or against the
Company, the Participant's Employer or any director, officer,
shareholder or other person affiliated with the Company, the
Participant's Employer or any successor thereto in any jurisdiction.
24
<Page>
IN WITNESS WHEREOF, the Company has signed this Plan document as of
_________, __, 2001, but effective for all purposes as of May 29, 2001.
MB FINANCIAL, INC.
By: __________________________
Title: _________________________
25