EMPLOYMENT AGREEMENT

EXHIBIT 10.2

[Execution Copy]

EMPLOYMENT AGREEMENT

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").

(a)   The term “Change in Control” means (1) any Person is or becomes the Beneficial Owner directly or indirectly of securities of the Corporation or the MB Financial Bank, National Association (the “Bank”) representing 35% or more of the combined voting power of the Corporation’s or the Bank’s outstanding securities entitled to vote generally in the election of directors; (2) individuals who were members of the Board of Directors on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a member of the Board of Directors subsequent to the Effective Date (a) whose appointment as a director by the Board of Directors was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or (b) whose nomination for election as a member of the Board of Directors by the Corporation’s stockholders was approved by the Incumbent Board or recommended by the nominating committee serving under the Incumbent Board, shall be considered a member of the Incumbent Board; (3) consummation of a plan of reorganization, merger or consolidation involving the Corporation or the Bank or the securities of either, other than (a) in the case of the Corporation, a transaction at the completion of which the stockholders of the Corporation immediately preceding completion of the transaction hold more than 60% of the outstanding securities of the resulting entity entitled to vote generally in the election of its directors or (b) in the case of the Bank, a transaction at the completion of which the Corporation holds more than 50% of the outstanding securities of the resulting institution entitled to vote generally in the election of its directors; (4) consummation of a sale or other disposition to an unaffiliated third party or parties of all or substantially all of the assets of the Corporation or the Bank or approval by the stockholders of the Corporation or the Bank of a plan of complete liquidation or dissolution of the Corporation or the Bank; provided that for purposes of clause (1), the term “Person” shall not include the Corporation, any employee benefit plan of the Corporation or the Bank, or any corporation or other entity owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.  Each event comprising a “Change in Control” is intended to constitute a “change in ownership or effective control,” or a “change in the ownership of a substantial portion of the assets,” of the Corporation or the Bank as such terms are defined for purposes of Section 409A of the Code and “Change in Control” as used herein shall be interpreted consistently therewith.

(b)   The term "Date of Termination" means the date upon which the Executive's employment with the Corporation ceases, as specified in a notice of termination pursuant to Section 9 hereof; provided, that “termination,” “termination of employment” and “Date of Termination” as used herein are intended to mean a termination of employment which constitutes a “separation from service” under Code Section 409A determined without regard to Executive’s service as a member of the Board of Directors or of the board of directors of any subsidiary of the Corporation.

(c)   Subject to the remainder of this Section 1(c), the term "Involuntary Termination" means the termination of the employment of the Executive (i) by the Corporation without his express written consent; (ii) by the Executive by reason of a material diminution of or interference with his duties, responsibilities or benefits, including (without limitation) any of the following actions unless consented to in writing by the Executive: (1) a requirement that the Executive be based at any place other than Chicago, Illinois, or within a radius of 35 miles from the location of MB Financial Center at 6111 North River Road, Rosemont, Illinois, except for reasonable travel on Corporation or Bank business; (2) a material demotion of the Executive; (3) a material reduction in the number or seniority of personnel reporting to the Executive or a material reduction in the frequency with which, or in the nature of the matters with respect to which such personnel are to report to the Executive, other than as part of a Corporation and Bank-wide reduction in staff; (4) a reduction in the Executive's salary or a material adverse change in the Executive's perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Corporation and the Bank; (5) a material permanent increase in the required hours of work or the workload of the Executive beyond what is expected of comparably situated chief executive officers performing substantially the same duties;  (6) the failure of the Board of Directors (or board of directors of any successor of the Corporation including its ultimate parent company) to elect the Executive as President and Chief Executive Officer of the Corporation (or any successor of the Corporation including its ultimate parent company) or any action by the Board of Directors (or a board of directors of a successor of the Corporation including its ultimate parent company) removing him from such office; or (7) failure of the Corporation to obtain an assumption agreement from a successor as required by Section 12(a) hereof;  or  (iii) by the Executive within 90 days after he receives written notice from the Corporation pursuant to Section 2 hereof that the term of this Agreement will not be extended (a ”Non-Extension Termination”).  The term "Involuntary Termination" does not include Termination for Cause, termination of employment due to death or disability or termination pursuant to Section 7(g) of this Agreement, or suspension or temporary or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act. The term “Involuntary Termination” does not include the resignation by the Executive for the reasons set forth in clauses (ii) and (iii) above, unless the notice provisions set forth in Section 9 are satisfied.

(d)   The terms "Termination for Cause" and "Terminated For Cause" mean termination of the employment of the Executive with the Corporation and the Bank because of the Executive's willful misconduct, breach of a fiduciary duty involving personal profit, repeated failure to perform stated duties (after written notice and reasonable opportunity to cure), willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order issued by a federal banking regulator, or (except as provided below) material breach of any provision of this Agreement (after written notice and reasonable opportunity to cure).  No act or failure to act by the Executive shall be considered willful unless the Executive acted or failed to act in bad faith and without a reasonable belief that his action or failure to act was in the best interest of the Corporation or the Bank.  The Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), stating that in the good faith opinion of the Board of Directors the Executive has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.

(e)   The term “Voluntary Termination” shall mean termination of employment by the Executive voluntarily as set forth in Section 7(d) of this Agreement.

2.   Term .  The term of this Agreement shall be a period of three years commencing on the date hereof, subject to earlier termination as provided herein, and on each day thereafter the term of this Agreement shall be extended for one day in addition to the then-remaining term, creating on each such day a new three year term, provided that the Corporation has not at any time given Executive prior written notice that the term of this Agreement will not be so extended.

3.   Employment .  The Executive is employed as the President and Chief Executive Officer of the Corporation.  As such, the Executive shall have supervision and control over strategic planning (with each strategic plan being subject to approval by the Board of Directors of the Corporation) and daily consolidated operations of the Corporation, shall render administrative and management services as are customarily performed by persons situated in similar executive capacities, and shall have such other powers and duties as the Board of Directors may prescribe from time to time consistent with services performed by similarly situated executives and consistent with the terms of this Agreement.  The Executive shall also render services without additional compensation to any subsidiary or subsidiaries of the Corporation as requested by the Corporation from time to time consistent with his executive position and with the terms of this Agreement.  The Executive may also serve as a member of the Board, or as a member of the board of directors of any subsidiary, and shall be entitled to receive compensation for such service as determined by such boards.   The Executive shall devote his best efforts and reasonable time and attention to the business and affairs of the Corporation and its subsidiaries to the extent necessary to discharge his responsibilities hereunder.  The Executive may (a) serve on charitable boards or committees at the Executive’s discretion without consent of the Board of Directors and, in addition, on such corporate boards as are approved in a resolution adopted by a majority of the Board of Directors, and (b) manage personal investments, so long as such activities do not interfere materially with performance of his responsibilities hereunder.

4.   Compensation .

(a)   Salary . The Corporation agrees to pay the Executive during the term of this Agreement a base salary (the "Corporation Salary") the annualized amount of which shall be not less than $600,000.  The Corporation Salary shall be paid no less frequently than monthly and shall be subject to customary tax withholding.  The amount of the Corporation Salary shall be increased (but under no circumstances may the Corporation Salary be decreased) from time to time in accordance with the amounts of salary approved by the Committee or Board of Directors.  In order to effectuate the purpose of the preceding sentence, the amount of the Corporation Salary shall be reviewed by the Committee or Board of Directors at least every year during the term of this Agreement.  If and to the extent that the Bank and/or any other entities directly or indirectly controlled by the Corporation (the “Consolidated Subsidiaries”) pay salary or other amounts or provide benefits to the Executive that the Corporation is obligated to pay or to provide to the Executive under this Agreement, the Corporation’s obligations to the Executive shall be reduced accordingly.

(b)   Annual Incentive Bonus .  On or before March 31 ^st of each year of the term of this Agreement, the Committee or Board of Directors shall adopt consolidated performance criteria for the current calendar year based upon which the Executive shall be entitled to earn an annual cash incentive bonus (the “Annual Cash Bonus”) for such calendar year if he is employed by the Corporation on the last day of such year.  In adopting such criteria the Committee or Board of Directors shall establish performance levels based upon which the Executive will be entitled to earn an Annual Cash Bonus, at target, equal to not less than 60% of the Corporation Salary and performance levels based upon which the Executive will be entitled to earn an Annual Cash Bonus in an amount less or greater than the target amount of the Corporation Salary.  The Annual Cash Bonus earned by the Executive for a calendar year shall be paid within two and one-half months after the expiration of such calendar year.  Executive shall also be entitled to receive such other annual bonus compensation, if any, as the Committee or Board of Directors may in its sole discretion, award to Executive.

(c)   Stock-Based Incentive Compensation .  Each year while the Executive is employed pursuant to this Agreement, he shall be considered for an award of one or more stock options and/or other stock-based awards (“Stock-Based Awards”) under the Corporation’s Amended and Restated Omnibus Incentive Plan and any successor or substitute for such plan (the “Omnibus Incentive Plan”) by the Committee at such time as awards are granted to other senior executives of the Corporation. It is expected, if the Executive is then employed by the Corporation, that the Committee will grant to the Executive Stock-Based Awards under the Omnibus Incentive Plan having a value at the date of grant, at target, equal to 100% of the Corporation Salary earned by the Executive for the preceding calendar year, which value shall be determined utilizing the same methodology (and the same assumptions applied to such methodology) that is used for grants of stock options or other stock-based awards granted at such time to other senior executives of the Corporation. The Executive may be awarded Stock-Based Awards having a lesser or great value. The Stock-Based Awards will be made in the form of stock options, restricted stock, performance shares or other forms of award permitted under the Omnibus Incentive Plan, and, except as provided below, the mix and terms and conditions of which shall be the same as the awards made at such time to the other senior officers of the Corporation. Each option granted pursuant to the provisions hereof shall have an option term of 10 years (or such other period applicable to stock options granted at such time to the other senior officers of the Corporation) and may be subject to a vesting schedule, provided: (i) vesting will continue following an Involuntary Termination at any time, (ii) such option to the extent outstanding and unexercisable shall become fully vested and exercisable upon the death or disability of the Executive, (iii) other than as provided in the following subparts (iv) and  (v) of this subsection, all such options which have vested at the time of termination of employment shall remain exercisable for one year following such termination (but not beyond the expiration of the option’s term), and any such options that become vested after Involuntary Termination shall be exercisable for one year following the date such options vest (but not beyond the expiration of an option’s term),  (iv) such option to the extent outstanding and unexercisable shall become fully exercisable upon a Change in Control if the unexercisable portion of the option would otherwise terminate or cease to be enforceable, in whole or in part, by reason of such Change in Control, and (v) the option shall expire, terminate, and be forfeited upon a Termination for Cause or a termination pursuant to Section 7(g) below.  Nothing in this Agreement shall affect the provisions of the 2003 Employment Agreement and previous employment agreements relating to options granted thereunder, which shall continue to govern the terms and conditions of options issued by the Corporation to Executive prior to the effective date of this Agreement.

(d)   Expenses .  The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services under this Agreement in accordance with the policies and procedures applicable to the executive officers of the Corporation and the Bank, provided that the Executive accounts for such expenses as required under such policies and procedures.

5.   Employee Benefits .

(a)   Participation in Benefit Plans .  While the Executive is employed by the Corporation, the Executive shall be entitled to participate, to the same extent as executive officers of the Corporation and the Bank generally, in all plans, programs and practices of the Corporation and the Bank relating to pension, retirement thrift, profit-sharing, savings, group or other life insurance, hospitalization, medical and dental coverage, travel and accident insurance, education, retirement or employee benefits or combination thereof.  In addition, the Executive shall be entitled to be considered for benefits under all of the stock and stock option related plans in which the Corporation's or the Bank’s executive officers are eligible or become eligible to participate provided any grants made to the Executive pursuant to Section 4(c) hereof shall be considered in making any determination with respect thereto.

(b)   Fringe Benefits .  While the Executive is employed by the Corporation, the Executive shall be eligible to participate in, and receive benefits under, any other fringe benefit plans, programs and practices or perquisites which are or may become generally available to the Corporation's or the Bank's executive officers, including but not limited to, supplemental retirement, supplemental medical or life insurance plans, company car, club dues, physical examinations, financial planning and tax preparation services.  Without limiting the generality of the foregoing, the Corporation agrees to pay for the Executive's membership dues and related business expenses in Twin Orchard Country Club (Long Grove, Illinois), The Standard Club, and expenses for an executive automobile which shall be replaced with a new vehicle at least every three years.  Moreover, during the Executive’s employment with the Corporation, he shall be entitled to receive long-term disability coverage and benefits as in effect on the date hereof (to the extent available at a reasonable cost).  In no event will the Executive receive any benefit which is less favorable than a benefit generally being provided to the senior executive officers of the Corporation or the Bank.

(c)   Post-Employment Health Benefit .  In recognition of the past service of the Executive to the Corporation and its subsidiaries, the Executive has earned and shall be entitled to receive, subject to unconditional forfeiture thereof upon a Termination for Cause or a termination pursuant to Section 7(g) hereof, post-employment continuing health benefit coverage from the Corporation or its successor in interest (the “Post-Employment Health Benefit”) upon any termination of employment of the Executive which does not result in forfeiture of the Post-Employment Health Benefit, as follows: (i) the Corporation (or its successor in interest) shall provide to the Executive (for himself, his spouse and his other eligible dependents) until the date that Executive becomes eligible for Medicare benefits (for his spouse until the date that is seven full calendar months after Executive becomes eligible for Medicare benefits), or if he should die prior thereto then to his surviving spouse and his other eligible dependents until the date that is seven full calendar months after the date that Executive would have become eligible for Medicare benefits if he had survived, the same family health insurance, hospitalization, medical, dental, prescription drug and other health benefits as the Executive would have been eligible for if Executive had continued to serve as an executive officer of the Corporation (or its successor) until the Executive became eligible for Medicare benefits (and for his spouse until the date that is seven full calendar months thereafter) on terms as favorable to the Executive as to other executive officers of the Corporation (or its successor) from time to time, including amounts of coverage and deductibles, which shall be at the Corporation's (or its successor’s) sole cost other than co-payments and deductibles; and (ii) the Corporation (or its successor) shall, at the election of the Executive, provide the same coverage as set forth in subpart (i) of this subsection for the benefit of the Executive, his spouse and his other eligible dependents after the Executive becomes eligible for Medicare benefits and during the remainder of his lifetime (for Executive’s spouse, not ending before the date that is seven full calendar months after the date that Executive becomes eligible for Medicare benefits), at the sole cost of the Executive.  To the extent the Corporation shall determine that the provisions of the coverage described in clause (i) at the Corporation’s sole cost may result in taxability of the benefits provided thereunder to Executive or his dependents because such benefits are self-insured, then (A) the Corporation shall provide such benefits through a Corporation-paid insurance policy, or, if the Corporation determines that such insurance policy cannot be reasonably obtained, (B) Executive (or his spouse) shall be obligated to pay the monthly COBRA or similar premium for such coverage.  Within thirty (30) days following the end of each calendar quarter during which COBRA premiums are paid with respect to the coverage described in clause (i), the Executive (or his spouse) shall be entitled to receive a lump sum payment equal to 150% of the aggregate COBRA premiums paid during such quarter, subject to Section 21(b) hereof.

(d)   Supplemental Deferred Compensation .  Commencing December 31, 2007 and continuing on each December 31 thereafter during the term of this Agreement, if Executive is employed by the Corporation on such December 31, then the Corporation shall credit an employer contribution (“DC Contribution”) to a fully-vested deferral account under the Corporation’s Non-Stock Deferred Compensation Plan, as may be amended from time to time, or any successor or substitute plan (“Deferred Compensation Plan”) in an amount determined in accordance with this Section 5(d).  The DC Contribution to be credited pursuant to this Section 5(d) shall be an amount equal to 20% of the Corporation Salary in effect on such December 31.  In the event of a Change in Control, the Corporation shall credit the deferral account in an amount equal to the present value of the DC Contributions (but not any earnings or other adjustments thereto pursuant to the Deferred Compensation Plan) that would be credited to Executive under this Section 5(d) as if his employment under this Agreement continued until the later of three years after the Date of Termination or the December 31 of the calendar year during which the Executive would attain age 60, and no further credits shall be made to such account under this Section 5(d). Such present value shall be determined by assuming each annual DC Contribution during the applicable period would be equal to the DC Contribution that would have been credited at the end of the calendar year in which the Change in Control occurs and by using an interest rate equal to 120% of the applicable federal long-term rate, compounded annually, applicable to the month in which the Change in Control occurs.  The deferral account established and credited pursuant to this Section 5(d) shall be subject to crediting and debiting with respect to the deemed investment of the account, and the account shall be distributed to Executive, in accordance with Executive’s elections under the provisions of the Deferred Compensation Plan.

6.   Vacations; Leave .  The Executive shall be entitled (i) to annual paid vacation in accordance with the policies established by the Board of Directors which shall not be less favorable than that provided to any other executive officer of the Corporation or the Bank, and (ii) to voluntary leaves of absence, with or without pay, from time to time at such times and upon such conditions as the Board of Directors may determine in its discretion.

7.   Termination of Employment .

(a)   Involuntary Termination .  If the Executive experiences an Involuntary Termination prior to (and not in connection with) a Change in Control, such termination of employment shall be subject to the Corporation's obligations under this Section 7(a) in lieu of any other compensation and employee benefits under this Agreement.  If such Involuntary Termination is not a Non-Extension Termination, the Corporation shall pay to the Executive monthly, during the unexpired term of this Agreement after the Date of Termination, an amount equal to the sum of: (i) one-twelfth of the Corporation Salary at the annual rate in effect immediately prior to the Date of Termination, (ii) one-twelfth of the average Annual Cash Bonus, based on the average amount of such Annual Cash Bonus for the two full calendar years preceding the Date of Termination, and (iii) one-twelfth of the amount of the DC Contribution that would have been made at the end of the calendar year in which the Involuntary Termination occurs, based on the amount of the Corporation Salary determined under clause (i) above.  If such Involuntary Termination is a Non-Extension Termination, the Corporation shall pay the Executive monthly the compensation set forth in the preceding sentence for a period of eighteen months following the Date of Termination.  In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive (A) any accrued Corporation Salary through the Date of Termination within 30 days after the Date of Termination, (B) any unpaid Annual Cash Bonus earned by the Executive for the preceding calendar year within the time period set forth in Section 4(b) hereof, (C) prompt reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(d), and (D) all vested employee benefits described in Section 5 hereof (collectively, the “Accrued Compensation”) plus the Post-Employment Health Benefit described in Section 5(c), such benefits to be paid in accordance with this Agreement an