Attached files
file | filename |
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10-K - MB FINANCIAL, INC. 10K 123109 - MB FINANCIAL INC /MD | mbfi10k_123109.htm |
EX-21 - SUBSIDIARIES OF THE REGISTRANT - MB FINANCIAL INC /MD | exhibit21.htm |
EX-23 - CONSENT OF MCGLADREY & PULLEN - MB FINANCIAL INC /MD | exhibit23.htm |
EX-32 - SECTION 1350 CERTIFICATIONS - MB FINANCIAL INC /MD | exhibit32.htm |
EX-24 - POWER OF ATTORNEY - MB FINANCIAL INC /MD | exhibit24.htm |
EX-31.1 - CERTIFICATION OF CHEIF EXECUTIVE OFFICER - MB FINANCIAL INC /MD | exhibit31_1.htm |
EX-99.1 - EXHIBIT 99.1 - MB FINANCIAL INC /MD | exhibit99_1.htm |
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - MB FINANCIAL INC /MD | exhibit31_2.htm |
EX-10.11 - EXHIBIT10.11 - MB FINANCIAL INC /MD | exhibit10_11.htm |
EX-10.12 - EXHIBIT 10.12 - MB FINANCIAL INC /MD | exhibit10_12.htm |
EXHIBIT 99.2
Certification
of Chief Financial Officer Pursuant to Section 111(b)(4) of the Emergency
Economic Stabilization Act of 2008, as amended, and 31 C.F.R. Section
30.15.
I, Jill
E. York, Chief Financial Officer of MB Financial, Inc. (“MBFI”), certify, based
on my knowledge, that:
(i)
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The
compensation committee of MBFI has discussed, reviewed, and evaluated with
senior risk officers at least every six months during the period beginning
on September 14, 2009 and ending with the last day of MBFI's fiscal year
containing that date (the applicable period), the senior executive officer
(SEO) compensation plans and the employee compensation plans and the risks
these plans pose to MBFI;
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(ii)
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The
compensation committee of MBFI has identified and limited during the
applicable period any features of the SEO compensation plans that could
lead SEOs to take unnecessary and excessive risks that could threaten the
value of MBFI, and during that same applicable period has identified any
features of the employee compensation plans that pose risks to MBFI and
has limited those features to ensure that MBFI is not unnecessarily
exposed to risks;
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(iii)
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The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and
identified any features of the plan that could encourage the manipulation
of reported earnings of MBFI to enhance the compensation of an employee,
and has limited any such features;
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(iv)
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The
compensation committee of MBFI will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and
(iii) above;
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(v)
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The
compensation committee of MBFI will provide a narrative description of how
it limited during any part of the most recently completed fiscal year that
included a TARP period the features
in
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(A)
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SEO
compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of
MBFI;
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(B)
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Employee
compensation plans that unnecessarily expose MBFI to risks;
and
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(C)
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Employee
compensation plans that could encourage the manipulation of reported
earnings of MBFI to enhance the compensation of an
employee;
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(vi)
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MBFI
has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the
SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently
completed fiscal year that was a TARP period if the bonus payments were
based on materially inaccurate financial statements or any other
materially inaccurate performance metric
criteria;
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(vii)
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MBFI
has prohibited any golden parachute payment, as defined in the regulations
and guidance established under section 111 of EESA, to an SEO or any of
the next five most highly compensated employees during the period
beginning on June 15, 2009 and ending with the last day of MBFI's fiscal
year containing that date;
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(viii)
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MBFI
has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on June 15, 2009 and ending with
the last day of MBFI's fiscal year containing that
date,
|
(ix)
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The
board of directors of MBFI has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, by September 14, 2009; this policy
has been provided to Treasury and its primary regulatory agency; MBFI and
its employees have complied with this policy during the applicable period;
and any expenses that, pursuant to this policy, required approval of the
board of directors, a committee of the board of directors, an SEO, or an
executive officer with a similar level of responsibility were properly
approved;
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(x)
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MBFI
will permit a non-binding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures
provided under the Federal securities laws related to SEO compensation
paid or accrued during the period beginning on June 15, 2009 and ending
with the last day of MBFI's fiscal year containing that
date;
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(xi)
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MBFI
will disclose the amount, nature, and justification for the offering
during the period beginning on June 15, 2009 and ending with the last day
of MBFI's fiscal year containing that date of any perquisites, as defined
in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the
bonus payment limitations identified in paragraph
(viii);
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(xii)
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MBFI
will disclose whether MBFI, the board of directors of MBFI, or the
compensation committee of MBFI has engaged during the period beginning on
June 15, 2009 and ending with the last day of MBFI's fiscal year
containing that date, a compensation consultant; and the services the
compensation consultant or any affiliate of the compensation consultant
provided during this period;
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(xiii)
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MBFI
has prohibited the payment of any gross-ups, as defined in the regulations
and guidance established under section 111 of EESA, to the SEOs and the
next twenty most highly compensated employees during the period beginning
on June 15, 2009 and ending with the last day of MBFI's fiscal year
containing that date;
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(xiv)
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MBFI
has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between MBFI and Treasury,
including any amendments;
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(xv)
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MBFI
has supplied to Treasury a complete and accurate list of the SEOs and the
twenty next most highly compensated employees for the current fiscal year
and the most recently completed fiscal year, with the non-SEOs ranked in
descending order of level of annual compensation, and with the name,
title, and employer of each SEO and most highly compensated employee
identified;
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(xvi)
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I
understand that a knowing and willful false or fraudulent statement made
in connection with this certification may be punished by fine,
imprisonment, or both. (See, for example, 18 U.S.C.
1001.)
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/s/Jill
E. York
Jill E.
York
Vice
President and Chief Financial Officer
MB
Financial, Inc.