QuickLinks -- Click here to rapidly navigate through this document

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý   Definitive Proxy Statement
o   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12

MB FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):
ý   No fee required
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        
    (2)   Aggregate number of securities to which transaction applies:
        
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
    (4)   Proposed maximum aggregate value of transaction:
        
    (5)   Total fee paid:
        
o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

GRAPHIC

801 West Madison Street
Chicago, Illinois 60607
(773) 278-4040

March 24, 2003

Dear Fellow Stockholder:

        On behalf of the Board of Directors and management of MB Financial, Inc. (the "Company"), I cordially invite you to attend the Company's Annual Meeting of Stockholders. The meeting will be held at 3:00 p.m., local time, on Tuesday, April 22, 2003 at the branch office of MB Financial Bank, N.A. located at 7222 West Cermak Road, North Riverside, Illinois.

        At the meeting, stockholders will vote on the election of six directors of the Company. The Board of Directors recommends that you vote FOR the election of each of the director nominees named in the accompanying proxy statement.

        I encourage you to attend the meeting in person. Whether or not you plan to attend, however, please read the enclosed proxy statement and then complete, sign and date the enclosed proxy card and return it in the accompanying postage-paid envelope as promptly as possible. If your shares are held in street name with a bank or broker, check your proxy card to see if you can also vote by telephone or through the internet. Voting as early as possible will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the meeting.

        Thank you for your attention to this important matter.

Very truly yours,

SIGNATURE

Mitchell Feiger
 President and Chief Executive Officer

GRAPHIC

801 West Madison Street
Chicago, Illinois 60607
(773) 278-4040


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 22, 2003

        Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of MB Financial, Inc. (the "Company") will be held at the branch office of MB Financial Bank, N.A. located at 7222 West Cermak Road, North Riverside, Illinois at 3:00 p.m., local time, on Tuesday, April 22, 2003.

        The Meeting is for the purpose of considering and acting upon:

        1.    the election of the six directors of the Company, each for a three-year term; and

        2.    such other matters as may properly come before the Meeting, or any adjournments or postponements of the Meeting.

        The Board of Directors is not aware of any other business to come before the Meeting.

        Stockholders of record at the close of business on March 7, 2003 are the stockholders entitled to vote at the Meeting and any adjournments or postponements of the Meeting.

        A complete list of stockholders entitled to vote at the Meeting will be available for examination during normal business hours by any stockholder, for any purpose germane to the Meeting, at the main office of the Company located at 801 West Madison Street, Chicago, Illinois, during the ten days prior to the Meeting as well as at the Meeting.

By Order of the Board of Directors

SIGNATURE

Mitchell Feiger
 President and Chief Executive Officer

Chicago, Illinois
March 24, 2003

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.


PROXY STATEMENT

MB Financial, Inc.
801 West Madison Street
Chicago, Illinois 60607
(773) 278-4040

ANNUAL MEETING OF STOCKHOLDERS
April 22, 2003

        This Proxy Statement is furnished in connection with the solicitation on behalf of the Board of Directors of MB Financial, Inc., a Maryland corporation (the "Company"), of proxies to be used at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the branch office of MB Financial Bank, N.A. located at 7222 West Cermak Road, North Riverside, Illinois at 3:00 p.m., local time, on Tuesday, April 22, 2003, and all adjournments and postponements of the Meeting.

        The accompanying Notice of Annual Meeting and proxy and this Proxy Statement are first being mailed to stockholders on or about March 24, 2003. At the Meeting, stockholders of the Company will be asked to consider and vote upon the election of six directors of the Company, each for a three-year term.

        The Company was incorporated in 2001 in connection with the merger of equals (the "MB-MidCity Merger") between MB Financial, Inc., a Delaware corporation ("Old MB Financial"), and MidCity Financial Corporation, a Delaware corporation ("MidCity Financial"). The MB-MidCity Merger was completed on November 6, 2001, and was effected by the merger of each of Old MB Financial and MidCity Financial into the Company, with the Company as the surviving entity. Certain information in this Proxy Statement relates to MB Financial Bank, N.A. (the "Bank"), Union Bank, N.A., and Abrams Centre National Bank, subsidiaries of the Company, and certain information in this Proxy Statement relates to Old MB Financial and MidCity Financial and their respective subsidiaries prior to the MB-MidCity Merger. On February 2, 2003, the Company entered into an agreement to sell Abrams Centre National Bank and its parent company, Abrams Centre Bancshares, Inc. This transaction is expected to be completed in the second quarter of 2003, subject to regulatory approval.

Vote Required and Proxy Information

        All shares of the common stock, par value $.01 per share ("Common Stock") represented at the Meeting by properly executed proxies received prior to or at the Meeting, and not revoked, will be voted at the Meeting in accordance with the instructions on such proxies. If no instructions are indicated, properly executed proxies will be voted for the election of the nominees named in this Proxy Statement. If a nominee is unable to serve, the shares represented by all properly executed proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any nominee named in this Proxy Statement may be unable to serve, if elected. The Company does not know of any matters, other than as described in the Notice of Annual Meeting, that are to be presented at the Meeting. If any other matters are properly presented at the Meeting for action, the persons named in the enclosed proxy and acting thereunder will have the discretion to vote on such matters in accordance with their best judgment.

        Directors will be elected by a plurality of the votes cast. In the election of directors, stockholders may vote "FOR" all nominees for election or withhold their votes from any one or more nominees for election. Votes that are withheld and shares held by a broker, as nominee, that are not voted (so-called "broker non-votes") in the election of directors will not be included in determining the number of votes cast. The holders of a majority of the outstanding shares of the Common Stock, present in person or represented by proxy, will constitute a quorum for purposes of the Meeting.


        A proxy given pursuant to this solicitation may be revoked at any time before it is voted. Proxies may be revoked by: (i) filing with the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than the proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Meeting; or (iii) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute revocation of a proxy). Any written notice revoking a proxy should be delivered to Doria Koros, Secretary, MB Financial, Inc., 1200 North Ashland Avenue, Chicago, Illinois 60622.

Voting Securities and Certain Holders Thereof

        Only stockholders of record as of the close of business on March 7, 2003 will be entitled to notice of and to vote at the Meeting. Each stockholder is entitled to one vote for each share of Common Stock then held. As of that date, the Company had 17,710,846 shares of Common Stock issued and outstanding. The Company has no other voting securities outstanding.

        The following table sets forth, as of March 7, 2003, certain information as to the beneficial ownership of Common Stock by: (i) those persons or entities known by the Company to beneficially own more than 5% of the Company's outstanding shares of Common Stock; (ii) each director and nominee for election as director; (iii) each executive officer named in the Summary Compensation Table below; and (iv) all directors and executive officers as a group. The address for each person listed below is: c/o MB Financial, Inc., 801 West Madison Street, Chicago, Illinois 60607. An asterisk denotes beneficial ownership of less than one percent.

Name of
Beneficial Owner
   Amount and Nature
of Beneficial
Ownership(1)
   Percent
of Class
  
E. M. Bakwin
Chairman of the Board of the Company		   1,568,419   8.85 %

Robert S. Engelman, Jr.
Director
 
299,712
 
1.67
 

Alfred Feiger
Vice Chairman of the Board
 
96,126
 
*
 

Mitchell Feiger
Director and President and Chief
Executive Officer of the Company
 
294,301
 
1.65
 

Burton J. Field
Director and Vice President of the Company;
President and Chief Executive Officer of the Bank
 
92,768
 
*
 

Lawrence E. Gilford
Director
 
120,420
 
*
 

Richard I. Gilford
Director
 
161,829
 
*
 

James N. Hallene
Director
 
4,380
 
*
 

Thomas H. Harvey
Director
 
1,571,817
 
8.87
 

 
 
 
 
 
 

2


Patrick Henry
Director
 
1,490,417
 
8.42
 

Leslie S. Hindman
Director
 
2,165
 
*
 

Richard J. Holmstrom
Director
 
43,932
 
*
 

David L. Husman
Director
 
128,880
 
*
 

Clarence Mann
Director
 
231,453
 
1.31
 

Ronald D. Santo
Director and Vice President of the Company;
Chairman and Group President of the Bank
 
86,631
 
*
 

Eugene Sawyer
Director
 
961
 
*
 

Kenneth A. Skopec
Vice Chairman of the Board
 
56,854
 
*
 

William F. McCarty III
Executive Vice President of the Bank
 
46,868
 
*
 

Thomas D. Panos
Executive Vice President and Chief Lending
Officer of the Bank
 
81,847
 
*
 

Directors and executive officers as a group (22 persons)
 
6,418,307
 
35.23
 
(1)
Includes shares held directly, in retirement accounts, in the Company's stock deferred compensation plan, in a fiduciary capacity or by certain affiliated entities or members of the named individuals' families, with respect to which shares the named individuals and group may be deemed to have sole or shared voting and/or dispositive powers. Also includes shares subject to options which are currently exercisable or which will become exercisable within 60 days of March 7, 2003, as follows: Mr. Bakwin—3,410 shares; Mr. Engelman—223,287 shares, Mr. Alfred Feiger—15,522 shares; Mr. Mitchell Feiger—95,835 shares; Mr. Field—15,677 shares; Mr. Lawrence Gilford—16,502 shares; Mr. Richard Gilford—17,320 shares; Mr. Hallene—3,286 shares; Ms. Hindman—1,532 shares; Mr. Holmstrom—2,962 shares; Mr. Husman—14,537 shares; Mr. Mann—17,118; Mr. Santo—1,417 shares; Mr. Panos—40,200 shares; and all directors and executive officers as a group—506,121 shares.

3


ELECTION OF DIRECTORS

        The Company's Board of Directors currently consists of seventeen members. The Board is divided into three classes, with approximately one-third of the directors serving in each class. Directors of the Company are generally elected to serve for a three-year term or until their respective successors are elected and qualified.

        The following table sets forth certain information regarding the Company's Board of Directors, including each director's term of office. The Board of Directors, acting on the recommendation of the Nominating Committee, has approved the nominees identified in the following table. Except as described below under "Merger-Related Management Provisions," there are no arrangements or understandings between any director or nominee and any other person pursuant to which such director or nominee was selected.

Name
   Age
   Position(s) Held
in the Company
   Director
Since(1)
   Term to
Expire
NOMINEES

Robert S. Engelman, Jr.
 
61
 
Director
 
1993
 
2006
Alfred Feiger   77   Vice Chairman of the Board   1992   2006
Richard I. Gilford   78   Director   1992   2006
Thomas H. Harvey   42   Director   1995   2006
Ronald D. Santo   60   Director and Vice President of the Company; Chairman and Group President of the Bank   1990   2006
Eugene Sawyer   68   Director   1991   2006

DIRECTORS WHOSE TERMS EXPIRE IN 2004 and 2005

E. M. Bakwin
 
74
 
Chairman of the Board
 
1981
 
2004
Mitchell Feiger   44   Director and President and Chief Executive Officer of the Company   1992   2004
James N. Hallene   41   Director   2000   2004
Leslie S. Hindman   48   Director   1998   2004
David L. Husman   68   Director   1992   2004
Burton J. Field   67   Director and Vice President of the Company; President and Chief Executive Officer of the Bank   1992   2005
Lawrence E. Gilford   79   Director   1992   2005
Patrick Henry   63   Director   1981   2005
Richard J. Holmstrom   45   Director   1998   2005
Clarence Mann   78   Director   1992   2005
Kenneth A. Skopec   68   Vice Chairman of the Board   1981   2005
(1)
Denotes year in which the individual first became a director of Old MB Financial or MidCity Financial. Each individual has served as a director of the Company since 2001, the year in which the MB-MidCity Merger was completed. Prior to the MB-MidCity Merger, Directors Field, Lawrence Gilford, Mann, Engelman, Alfred Feiger, Richard Gilford, Mitchell Feiger and Husman served as directors of Old MB Financial, and Directors Henry, Holmstrom, Skopec, Harvey, Santo, Sawyer, Bakwin, Hallene and Hindman served as directors of MidCity Financial. For the former Old MB Financial directors, includes service on the board of directors of Coal City Corporation, which was merged into Old MB Financial (known prior to that merger as Avondale Financial Corp.) in a merger of equals transaction in February 1999 (the "Coal City Merger"). While Avondale Financial Corp., renamed MB Financial, Inc., was the legal survivor of the Coal City Merger, Coal City Corporation was the survivor for accounting purposes.

4

        The business experience for at least the past five years of each nominee and standing member of the Board of Directors is set forth below.


NOMINEES

        Robert S. Engelman, Jr.    Mr. Engelman served as Chairman of the Board of Old MB Financial prior to the MB-MidCity Merger. He joined Old MB Financial (then known as Avondale Financial Corp.) in January 1993 as President, Chief Executive Officer and a director and served as President and Chief Executive Officer until the completion of the Coal City Merger in February 1999. Prior to joining Old MB Financial (then known as Avondale Financial Corp.), Mr. Engelman was the Chairman of the Board and Chief Executive Officer of University Financial Corporation and its wholly-owned subsidiary, First Federal of Elgin, FSA, Elgin, Illinois. Mr. Engelman is a trustee of the LSA Variable Series Trust, an Allstate Insurance Company-sponsored multi-manager mutual fund.

        Alfred Feiger.    Mr. Feiger is a Vice Chairman of the Board of the Company. Mr. Feiger served as Chairman of the Board of Coal City Corporation until the completion of the Coal City Merger in February 1999 and also served as Chief Executive Officer of Coal City Corporation until October 1998. After the Coal City Merger, he became a director of Old MB Financial. Mr. Feiger has over 50 years of banking and finance company experience, having served in various executive capacities during such period. Mr. Feiger also served as a director of the seven banks that were owned by Affiliated Banc Group, Inc. ("Affiliated Banc Group"), a bank holding company which was sold in 1987, and was President of Affiliated Banc Group's Western National Bank of Cicero. Alfred Feiger is Mitchell Feiger's father.

        Richard I. Gilford.    Mr. Gilford has over 50 years of banking experience, having served in various executive capacities during such period. Mr. Gilford also served as a director of the seven banks that were owned by Affiliated Banc Group and was Chairman of the Board of Affiliated Asset-Based Lending Services, a subsidiary of Affiliated Banc Group. Mr. Gilford is a trustee of Mt. Sinai Hospital in Chicago. Mr. Gilford also serves as a director of the Bank. Richard Gilford is the cousin of Lawrence Gilford.

        Thomas H. Harvey.    Mr. Harvey is the Environment Program Director of the William and Flora Hewlett Foundation. Mr. Harvey is Mr. Bakwin's first cousin once removed.

        Ronald D. Santo.    Mr. Santo is Chairman and Group President of the Bank and Vice President of the Company. Prior to the MB-MidCity Merger, Mr. Santo served as Executive Vice President and Secretary of MidCity Financial since 1998 and 1981, respectively, and as President and a director of The Mid-City National Bank of Chicago, a subsidiary of MidCity Financial, since 1998 and 1988, respectively. In addition, prior to the MB-MidCity Merger, Mr. Santo served as Chief Executive Officer and a director of First National Bank of Elmhurst, a subsidiary of MidCity Financial, since 1986, and Vice Chairman of the Board of First National Bank of Elmhurst since 1993.

        Eugene Sawyer.    Mr. Sawyer served as a director of MidCity Financial from 1991 until completion of the MB-MidCity Merger. He also served as a director of The Mid-City National Bank of Chicago from 1989 until the MB-Mid-City Merger. Mr. Sawyer is a former Mayor of the City of Chicago.


STANDING BOARD MEMBERS

        E.M. Bakwin.    Mr. Bakwin is Chairman of the Board of the Company and a director of the Bank. Prior to the MB-MidCity Merger, Mr. Bakwin served as Chairman of the Board and Chief Executive Officer of MidCity Financial since 1981, and as a director of The Mid-City National Bank of Chicago since 1961 (Chairman since 1967), and First National Bank of Morton Grove, a subsidiary of MidCity Financial, since 1982. Mr. Bakwin also serves as a director of the Bank, Union Bank, N.A., and Abrams

5

Centre National Bank. Mr. Bakwin is Mr. Harvey's first cousin once removed and Mr. Henry's first cousin by marriage.

        Mitchell Feiger.    Mr. Feiger is President and Chief Executive Officer of the Company, positions he held with Old MB Financial from February 1999 until completion of the MB-MidCity Merger. Mr. Feiger also serves as a director of the Bank, Union Bank, N.A. and Abrams Centre National Bank. Mr. Feiger began his career with Touche Ross & Company in 1982, and then in 1984 joined Affiliated Banc Group where he worked in various capacities until eventually becoming Executive Vice President of Affiliated Banc Group. From 1992 until the completion of the Coal City Merger in February 1999, Mr. Feiger served as President and a director of Coal City Corporation. He also served as Chief Executive Officer of Coal City Corporation from October 1998 until completion of the Coal City Merger. Mitchell Feiger is Alfred Feiger's son.

        James N. Hallene.    Mr. Hallene founded Capital Concepts, LLC, a private equity investment firm, in 1999 and currently serves as its principal. From 1983 to 1999, Mr. Hallene worked in various capacities for First Chicago Corporation and last held the position of Group Head of Private Banking at American National Bank and Trust Company of Chicago. He currently serves as a director of Olsen Engineering, L.P. and DNJ Capital Partners, LLC.

        Leslie S. Hindman.    Ms. Hindman is President of Leslie Hindman, Inc. Ms. Hindman served as Chairman of Eppraisals.com from 1999 to June 2001 and was the President of Sotheby's Midwest auction facility from 1997 to 1999. In addition, she is the host of the television shows "At the Auction with Leslie Hindman" and "The Appraisal Fair." Ms. Hindman also is a syndicated columnist with the Chicago Tribune.

        David L. Husman.    Mr. Husman has served as a director of the seven banks that were owned by Affiliated Banc Group. Mr. Husman is an attorney and is in the real estate and investment business. He serves as Chairman of Equibase Capital Partners, a real estate investment company.

        Burton J. Field.    Mr. Field is the President and Chief Executive Officer of the Bank and Vice President of the Company. Mr. Field also is a director of the Bank. Prior to the MB-MidCity Merger, Mr. Field served as President and Chief Executive Officer of Manufacturers Bank since 1983 and as a director of Manufacturers Bank since 1977. Mr. Field has over 40 years of banking and finance experience, mainly in the areas of commercial lending and leasing. Mr. Field joined Manufacturers Bank in 1970.

        Lawrence E. Gilford.    Mr. Gilford has over 50 years of banking experience, having served in various executive capacities during such period. He also served as a director of the seven banks that were owned by Affiliated Banc Group, and was President of Affiliated Banc Group's North Shore National Bank. Mr. Gilford served as President of the Chicago Chapter of the Illinois Bankers Association, is a trustee of the Rush North Shore Medical Center, and is a Board Member of the Chicago Chapter of the Jewish Community Center and the Jewish Federation of Palm Springs, California. Lawrence Gilford is the cousin of Richard Gilford.

        Patrick Henry.    Mr. Henry has served as Chairman of the Board of Verado Energy, Inc., an independent oil and gas company, since 1987. In addition to serving as a director of MidCity Financial from 1981 until completion of the MB-MidCity Merger, Mr. Henry served as a director of The Mid-City National Bank of Chicago from 1976 until the MB-MidCity Merger. Mr. Henry is Mr. Bakwin's first cousin by marriage.

        Richard J. Holmstrom.    Mr. Holmstrom has since 1995 been a partner in and is a co-founder of Menlo Equities LLC, a private investment firm.

6


        Clarence Mann.    Mr. Mann has over 50 years of banking experience, having served in various executive capacities during such period. Mr. Mann also served as a director of the seven banks that were owned by Affiliated Banc Group and was President of both Franklin Park Bank and First State Bank of Franklin Park, both of which were owned by Affiliated Banc Group.

        Kenneth A. Skopec.    Mr. Skopec is a Vice Chairman of the Board of the Company and a director of the Bank. Prior to the MB-MidCity Merger, Mr. Skopec served as President of MidCity Financial since 1981, Chief Executive Officer and a director of The Mid-City National Bank of Chicago since 1965 (Vice Chairman since 1988), and Chairman of the Board of First National Bank of Elmhurst since 1986. Mr. Skopec also serves as a director of the Bank, Union Bank, N.A. and Abrams Centre National Bank.

Executive Officers

        Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company.

        William F. McCarty III.    Mr. McCarty, age 45, is Executive Vice President and a director of the Bank. Prior to the MB-MidCity Merger, Mr. McCarty served as Senior Vice President of MidCity Financial since 1998, President and a director of First National Bank of Morton Grove since 1992, and Chief Executive Officer and Chairman Pro Tem of the Board of First National Bank of Morton Grove since 1997. He also served as a director of The Mid-City National Bank of Chicago. Mr. McCarty joined The MidCity National Bank of Chicago in 1982 and has over 22 years of experience in the banking industry.

        Thomas D. Panos.    Mr. Panos, age 47, is Executive Vice President, Chief Lending Officer and a director of the Bank. Prior to the MB-MidCity Merger, Mr. Panos served as Executive Vice President and Chief Lending Officer and a director of Manufacturers Bank since March 1996. Mr. Panos served as Senior Vice President and Manager of Corporate Banking (in Illinois) for First Bank System from 1994 to 1996, and he served Boulevard Bank in various lending and management capacities since 1982. Mr. Panos has over 24 years of banking experience.

        Jill E. York.    Ms. York, age 39, is Vice President and Chief Financial Officer of the Company and Senior Vice President, Chief Financial Officer and a director of the Bank. Prior to the MB-MidCity Merger, she served as Vice President and Chief Financial Officer of Old MB Financial since joining Old MB Financial in August 2000, and also served as Senior Vice President, Chief Financial Officer and a director of Manufacturers Bank. Ms. York previously served as a partner with the public accounting firm of McGladrey & Pullen, LLP. She was in public accounting for 15 years and is a member of the Illinois CPA Society and the American Institute of Certified Public Accountants.

        Thomas P. FitzGibbon, Jr.    Mr. FitzGibbon, age 58, is Senior Vice President, Chief Retail Banking Officer and a director of the Bank. Prior to the MB-MidCity Merger, he served as Senior Vice President and Chief Retail Banking Officer of Manufacturers Bank, holding the position of Chief Retail Banking Officer since May 2000 and the title of Senior Vice President since the merger of Manufacturers Bank with Avondale Federal Savings Bank in February 1999 in connection with the Coal City Merger. He also serves as President of Manufacturers Community Development Corporation, a subsidiary of the Bank. Prior to the merger of Manufacturers Bank with Avondale Federal Savings Bank, Mr. FitzGibbon served as Vice President of Avondale Federal Savings Bank from the time of joining Avondale in 1995. Mr. FitzGibbon served as Vice President of Comerica Bank-Illinois from 1990 to 1995 and Executive Vice President and Chief Lending Officer of Columbia First Bank, FSB, Arlington, Virginia, from 1985 to 1990. Mr. FitzGibbon has been a principal officer in the banking industry since 1970. Mr. FitzGibbon currently serves as a member of the Federal Reserve Board Consumer Advisory Council.

7


        Jeffrey L. Husserl.    Mr. Husserl, age 42, is Senior Vice President, Chief Human Resources Officer and a director of the Bank. Prior to the MB-MidCity Merger, he served as Senior Vice President and Chief Human Resources Officer of Manufacturers Bank, positions he held since joining Manufacturers Bank in 1999. From 1994 until joining Manufacturers Bank in 1999, Mr. Husserl served as Director of Human Resources for Allied Van Lines. Mr. Husserl came to Manufacturers Bank with 17 years of experience in various industries, including manufacturing, transportation and financial services.

Merger-Related Management Provisions

        Pursuant to the merger agreement for the MB-MidCity Merger and as provided in the Company's bylaws, a number of special management provisions will apply until either the third annual meeting of stockholders of the Company held after the MB-MidCity Merger or the consummation of a business combination approved by two-thirds of the entire board of directors of the Company resulting in the stockholders of the Company owning less than 51% of the resulting entity (whichever occurs first). These provisions include, among others, the following:

        The management provisions relating to the MB-MidCity Merger are set forth in their entirety in Article II, Section 10 of the Company's bylaws.

Meetings and Committees of the Board of Directors

        The Company's Board of Directors has standing Executive, Compliance and Audit, and Organization and Compensation Committees, which meet and act in conjunction with the comparable committees of the Bank's Board of Directors. The Company's Board of Directors also has a Nominating Committee.

        During the year ended December 31, 2002, the Company's Board of Directors met nine times. During 2002, no nominee or standing director of the Company attended fewer than 75% of the total number of meetings of the Board of Directors and committees of which he or she was a member.

        The Company's Executive Committee generally exercises the powers of the full Board of Directors between Board meetings. The Executive Committee is comprised of Directors Harvey (Chairman), Bakwin, Engelman, A. Feiger, M. Feiger, R. Gilford, Henry, and Holmstrom. During 2002, the Executive Committee met eight times.

        The Compliance and Audit Committee is responsible for engaging the independent auditors of the Company and the Bank and meeting with the independent auditors to outline the scope and review the results of the annual audit. As part of its oversight of the Company's accounting, auditing and financial reporting practices, the Compliance and Audit Committee also meets on a regular basis with the Company's independent auditors, internal auditors and Chief Financial Officer. In addition, the Compliance and Audit Committee monitors the Company's internal audit program, compliance program, loan review process and compliance with the Company's Code of Ethics and Conduct Policy. The Compliance and Audit Committee is comprised of Directors Henry (Chairman), L. Gilford, R. Gilford, Hallene, Holmstrom and Mann. During 2002, this committee met seven times.

8


        The Organization and Compensation Committee is responsible for the design and administration of the overall compensation program. In addition, the committee reviews and approves all executive officers' compensation plans, evaluates executive performance and considers other related matters. The Organization and Compensation Committee includes Directors Engelman (Chairman), L. Gilford, Hallene, Henry, Holmstrom and Mann. During 2002, the Organization and Compensation Committee met five times.

        The Nominating Committee meets annually in order to recommend to the Board of Directors nominees for election to the Board. The Nominating Committee is comprised of Directors Harvey (Chairman), Bakwin, Engelman, A. Feiger, M. Feiger, R. Gilford, Henry and Holmstrom. While the Board of Directors will consider nominees recommended by stockholders, the Board has not actively solicited such nominations.

        Pursuant to Article I, Section 6 of the Company's bylaws, nominations for election as directors by stockholders must be made in writing and delivered to the Secretary of the Company not less than 90 days or more than 120 days prior to the date of the stockholders' meeting. If, however, less than 100 days' notice or public announcement of the date of the meeting is given or made to stockholders, nominations must be received by the Company not later than the close of business on the tenth day after the day on which notice of the date of the meeting is mailed or the day on which public announcement of the date of the meeting is first made by the Company, whichever occurs first. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company's bylaws.

Director Compensation

        For 2002, the fees paid to the Company's directors were as follows: (i) an annual retainer of $5,000; (ii) $2,000 per regular board meeting attended and $1,000 per special board meeting attended; (iii) $700 per committee meeting attended, with the committee chairperson also receiving a $1,000 annual retainer, and members of the Executive Loan Committee receiving $300 for each meeting of that committee attended. Non-employee directors who served as directors of the Bank, Abrams Centre National Bank and Union Bank, N.A. also received fees for attending meetings of the boards of directors and board committees of those banks, ranging from $400 to $800 per meeting attended. All fees for 2002 could be deferred into the Company's Stock Deferred Compensation Plan or Non-Stock Deferred Compensation Plan; deferrals into the stock plan are invested in a common stock fund (the principal assets of which are shares of Company Common Stock purchased by the plan trustee on the open market) and deferrals into the non-stock plan are invested in one or more of several mutual funds at the election of the director. Up to 50% of fees not deferred could, in lieu of cash, be paid in shares of Common Stock and/or options to purchase Common Stock granted under the Company's 1997 Omnibus Incentive Plan (the "Omnibus Plan").

        For 2003, the fees payable to the Company's directors are as follows: (i) an annual retainer of $6,000; (ii) $2,300 per regular board meeting attended and $1,150 per special board meeting attended; (iii) $800 per committee meeting attended, with the committee chairperson also receiving a $1,150 annual retainer, and members of the Executive Loan Committee receiving $350 for each meeting of that committee attended. Non-employee directors who serve as directors of the Bank, Abrams Centre National Bank and Union Bank, N.A. are paid fees in the same range paid during 2002. As with 2002, all fees for 2003 can be deferred into the Company's Stock Deferred Compensation Plan or Non-Stock Deferred Compensation Plan. Up to 50% of the annual retainer and fees for regular board meetings that are not deferred may, in lieu of cash, be paid in shares of restricted stock granted under the Omnibus Plan and/or options to purchase Common Stock granted under the Omnibus Plan.

9


Executive Compensation

        The following table sets forth information concerning the compensation paid to: (i) Mitchell Feiger, the Company's President and Chief Executive Officer; and (ii) the four highest earning executive officers of the Company and the Bank as of December 31, 2002, based on salary and bonus for 2002 (Messrs. Field, Santo, Panos and McCarty). These individuals are sometimes referred to in this Proxy Statement as the Named Executive Officers. The compensation information in the table below relates to compensation paid by the Company after the MB-MidCity Merger and by Old MB Financial or MidCity Financial prior to the MB-MidCity Merger. The MB-MidCity Merger was completed on November 6, 2001.


Summary Compensation Table

 
    
    
    
    
   Long-Term
Compensation
Awards
    
  
 
   Annual Compensation
    
    
   Securities
Underlying
Options/
SARs
(#)(10)
    
  
 
   Other
Annual
Compensation
($)(9)
   Restricted
Stock
Award(s)
($)
   All
Other
Compensation
($)
  
Name and
Principal Position
   Calendar
Year
   Salary
($)
   Bonus
($)
  
Mitchell Feiger(1)
President and Chief Executive Officer of the Company		   2002
2001
2000		   $

 409,500
325,000
325,000		   $

 315,000
292,500
180,000		   $

 —
—
—		   $

 —
—
—		   51,119
17,298
25,000		   $

 87,206
58,616
59,577		 (11)

Burton J. Field(2)
Vice President of the Company and President and Chief Executive Officer of the Bank
 
2002
2001
2000
 
 
400,000
400,000
400,000
 
 
115,000
151,800
132,250
 
 
—
—
—
 
 
—
—
—
 
6,570
6,548
8,104
 
 
78,186
64,941
53,846
(12)

Ronald D. Santo(3)
Vice President of the Company and Chairman and Group President of the Bank
 
2002
2001
2000
 
 
250,000
210,000
200,000
 
 
168,000
445,000
135,000
(6)
(7)
 
—
—
—
 
 
—
—
—
 
5,619
298
—
 
 
81,232
66,865
45,500
(13)

Thomas D. Panos(4)
Executive Vice President and Chief Lending Officer of the Bank
 
2002
2001
2000
 
 
194,913
165,533
157,500
 
 
105,000
134,055
86,625
 
 
—
—
—
 
 
—
—
—
 
8,500
8,300
10,500
 
 
36,066
26,219
23,797
(14)

William F. McCarty III(5)
Executive Vice President
 
2002
2001
2000
 
 
190,000
175,000
153,750
 
 
177,500
75,000
60,000
(8)
 
—
—
—
 
 
—
—
—
 
8,500
—
—
 
 
36,327
34,400
33,375
(15)
(1)
Mr. Feiger served as President and Chief Executive Officer of Old MB Financial prior to the MB-MidCity Merger and continued to hold these titles with the Company upon completion of the MB-MidCity Merger.

(2)
Mr. Field served as President and Chief Executive Officer of Manufacturers Bank prior to the MB-MidCity Merger and became President and Chief Executive Officer of the Bank and Vice President of the Company after the MB-MidCity Merger.

(3)
Mr. Santo served as Executive Vice President and Secretary of MidCity Financial and President of The Mid-City National Bank of Chicago prior to the MB-MidCity Merger and became Vice President of the Company and Chairman and Group President of the Bank after the MB-MidCity Merger.

(4)
Mr. Panos served as Executive Vice President and Senior Lending Officer of Manufacturers Bank before the MB-MidCity Merger and became Executive Vice President and Chief Lending Officer of the Bank after the MB-MidCity Merger.

10

(5)
Mr. McCarty served as Senior Vice President of MidCity Financial and President and Chief Executive Officer of First National Bank of Morton Grove before the MB-MidCity Merger and became Executive Vice President of the Bank upon completion of the MB-MidCity Merger.

(6)
This bonus amount for Mr. Santo includes a stay bonus of $105,000 paid to Mr. Santo in January 2002 pursuant to the MidCity Financial Corporation Retention Bonus Plan.

(7)
This bonus amount for Mr. Santo includes a $300,000 signing bonus pursuant to his employment agreement, which became effective on the date of the MB-MidCity Merger. The employment agreement provides that the net after-tax amount of the signing bonus is subject to forfeiture on a prorated basis under certain circumstances if Mr. Santo voluntarily terminates his employment or is terminated for cause prior to the end of the agreement term. See "Employment Agreements—Employment Agreement with Ronald D. Santo."

(8)
This bonus amount for Mr. McCarty includes a stay bonus of $87,500 paid to Mr. McCarty in January 2002 pursuant to the MidCity Financial Corporation Retention Bonus Plan.

(9)
Pursuant to SEC rules, the table above excludes perquisites and other personal benefits which do not exceed the lesser of $50,000 or 10% of salary and bonus.

(10)
Represents incentive and non-qualified stock options granted pursuant to the Omnibus Incentive Plan.

(11)
Includes automobile allowance of $11,549, non-qualified supplemental retirement benefits under the Company's non-stock deferred compensation plan of $44,900, life insurance premiums paid on Mr. Feiger's behalf of $4,153 and 401(k) matching and profit sharing contribution of $18,604. Also includes director fees of $8,000, which were deferred pursuant to the Company's stock deferred compensation plan and for which, in lieu of cash, Mr. Feiger was allocated 314 shares of Company Common Stock to his plan account. Does not include director fees for which, in lieu of cash, Mr. Feiger was granted options pursuant to the Omnibus Incentive Plan to purchase 1,119 shares of Company Common Stock. These options are included under the heading "Securities Underlying Options/SARs" for 2002.

(12)
Includes automobile allowance of $6,624, non-qualified supplemental retirement benefits under the Company's non-stock deferred compensation plan of $33,662, life insurance premiums paid on Mr. Field's behalf of $12,296 and 401(k) matching and profit sharing contribution of $18,604. Also includes director fees $7,000, which were deferred pursuant to the Company's stock deferred compensation plan and for which in lieu of cash, Mr. Field was allocated 275 shares of Company Common Stock to his plan account. Does not include director fees for which, in lieu of cash, Mr. Field was granted options pursuant to the Omnibus Incentive Plan to purchase 970 shares of Company Common Stock. These options are included under the heading "Securities Underlying Options/SARs" for 2002.

(13)
Includes automobile allowance of $6,066, non-qualified supplemental retirement benefits under the Company's non-stock deferred compensation plan of $44,783, life insurance premiums paid on Mr. Santo's behalf of $3,779 and 401(k) matching and profit sharing contribution of $18,604. Also includes director fees of $8,000, which were deferred pursuant to the Company's stock deferred compensation plan and for which in lieu of cash, Mr. Santo was allocated 314 shares of Company Common Stock to his plan account. Does not include director fees for which, in lieu of cash, Mr. Santo was granted options pursuant to the Omnibus Incentive Plan to purchase 1,119 shares of Company Common Stock. These options are included under the heading "Securities Underlying Options/SARs" for 2002.

(14)
Includes automobile allowance of $4,457, non-qualified supplemental retirement benefits under the Company's non-stock deferred compensation plan of $13,005, and 401(k) matching and profit sharing contribution of $18,604.

(15)
Includes automobile allowance of $10,035, non-qualifed supplemental retirement benefits under the Company's non-stock deferred compensation plan of $7,688 and 401(k) matching and profit sharing contribution of $18,604.

11

Stock Options


Option Grants in 2002

        The following table sets forth certain information with respect to stock options granted to the Named Executive Officers during 2002 under the Omnibus Incentive Plan. In addition to providing the number of shares subject to options granted to the Named Executive Officers listed in the Summary Compensation Table, the following table discloses the range of potential realizable values at the end of the option term based on assumed annual appreciation rates in the price of the Common Stock from the exercise price of the option.

 
    
   % of Total
Options
Granted to
Employees
in Fiscal
2002
    
    
   Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Option Term
 
   Number of
Securities
Underlying
Options
Granted
    
    
Name
   Exercise
Price Per
Share
   Expiration
Date
  5.00%
   10.00%
Mitchell Feiger   50,000
522
597		 (1)
(2)
(2)		 15.50
0.16
0.18		 %

 $

 31.810
25.475
25.475		   07/18/12
06/30/07
12/31/07		   $

 1,000,257
8,363
9,565		   $

 2,534,847
21,194
24,239

Burton J. Field
 
5,600
373
597
(1)
(2)
(2)
1.74
0.11
0.18
 
 
31.810
25.475
25.475
 
07/18/12
06/30/07
12/31/07
 
 
111,994
5,976
9,565
 
 
283,814
15,144
24,239

Ronald D. Santo
 
4,500
522
597
(1)
(2)
(2)
1.39
0.16
0.18
 
 
31.810
25.475
25.475
 
07/18/12
06/30/07
12/31/07
 
 
90,023
8,363
9,565
 
 
228,136
21,194
24,239

Thomas D. Panos
 
8,500
(1)
2.63
 
 
31.810
 
07/18/12
 
 
170,044
 
 
430,924

William F. McCarty III
 
8,500
(1)
2.63
 
 
31.810
 
07/18/12
 
 
170,044
 
 
430,924
(1)
The option is scheduled to vest 100% on July 18, 2006.

(2)
Option received in lieu of cash as payment of director fees. The option became 100% vested on the date of grant.


Option Exercises, Holdings and Values

        The following table sets forth information with respect to stock option exercises during 2002 and the value of all stock options held at December 31, 2002 by the Named Executive Officers.

 
    
    
   Number of Shares Underlying
Unexercised Options
at December 31, 2002
   Value of Unexercised
"In-the-Money" Options
at December 31, 2002
Name
   Shares Acquired
Exercise on
(#)
   Value Realized
($)
  Exercisable
   Unexercisable
   Exercisable
   Unexercisable
Mitchell Feiger   —     —   95,835   67,000   $ 2,153,945   $ 309,650
Burton J. Field   —     —   15,677   11,850     330,735     75,750
Ronald D. Santo   —     —   1,417   4,500     13,199     13,410
Thomas D. Panos   11,022   $ 208,139   40,200   16,800     916,957     103,765
William F. McCarty III   —     —   —   8,500     —     25,330

12

Organization and Compensation Committee Interlocks and Insider Participation

        No member of the Organization and Compensation Committee is a current or former officer or employee of the Company or any of the Company's subsidiaries; however Director Robert S. Engelman, Jr., a member of the Committee, is a former employee of Old MB Financial. None of the Company's executive officers has served on the board of directors or on the compensation committee of any other entity that had an executive officer serving on the Company's Board of Directors or on its Organization and Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires executive officers and directors of the Company and persons who own more than 10% of the outstanding shares of Common Stock of the Company to file reports of ownership and changes of ownership with the Securities and Exchange Commission and to furnish the Company with copies of the reports they file. Based solely on a review of the reports received by the Company, or written representations from certain reporting persons, the Company believes that with respect to 2002 all reports were timely filed, except for the inadvertent failure to timely report on Form 4 one transaction by Director Lawrence E. Gilford.

Employment Agreements

        Employment Agreement with Mitchell Feiger.    Effective January 1, 2003, the Company entered into a new employment agreement with Mitchell Feiger, its President and Chief Executive Officer. The agreement provides for a three-year term that is extended by one day on a daily basis (so that the term of the agreement is always three years) unless the Company gives notice that the extensions will cease. The agreement entitles Mr. Feiger to an annual base salary of not less than $525,000, and provides for an annual cash incentive bonus equal to 50% of his base salary based upon achievement of targeted performance criteria established for each year by the Company's Board of Directors. If the targeted performance is not achieved but other performance criteria is satisfied, Mr. Feiger could still receive an annual cash incentive bonus in a lesser amount. Likewise, if targeted performance is exceeded, Mr. Feiger could receive a larger annual cash incentive bonus not to exceed 100% of his base salary. The agreement provides for mandatory deferral of all or a portion of any annual cash incentive bonus if necessary to ensure the tax deductibility of the bonus by the Company. The agreement entitles Mr. Feiger, while he is employed by the Company, to participation in benefit plans and the receipt of fringe benefits to the same extent as the other executive officers of the Company and the Bank, and provides for the payment by the Company of certain club dues and the use of a company car. The agreement also entitles Mr. Feiger, while he is employed by the Company, to long-term disability coverage and benefits as in effect on the date of the agreement, to the extent available at reasonable cost.

        The agreement provides that Mr. Feiger is to be considered, on an annual basis, for awards of stock options under the Omnibus Plan at an exercise price per share equal to the fair market value of a share of Common Stock on the date of the award and with the number of shares subject to the options having a value (based on the Black-Scholes value per share or other value per share determined by an investment banking firm selected by the Board of Directors) equal to 100% of his base salary for the preceding year, depending upon achievement of targeted consolidated performance objectives established by the committee administering the Omnibus Plan. If the Company's consolidated performance is less or greater than the targeted performance, Mr. Feiger may be awarded options with a lesser or greater number of underlying shares, not to exceed in value 200% of his base salary for the preceding year. The options will be granted as incentive stock options to the maximum extent possible and then as non-qualified stock options.

13


        Each option will have a term of ten years and may be subject to a vesting schedule, provided that any such vesting will continue following an "involuntary termination" (as defined below) of Mr. Feiger's employment and will accelerate in the event of Mr. Feiger's death or disability or in the event of a change in control if the unvested portion of the option would otherwise terminate, in whole or in part, by reason of the change in control. All vested options will remain exercisable for the balance of the option term following a termination of Mr. Feiger's employment, except with respect to an option that vests as a result of a change in control under the circumstances described in the immediately preceding sentence, which will remain exercisable for at least one year after the change in control but not beyond the expiration date of the option; provided, however, that any outstanding option awarded to Mr. Feiger (vested or unvested) will be forfeited in the event his employment is terminated for cause or due to specified misconduct on his part under the federal banking laws.

        The term "involuntary termination" is defined to include termination of Mr. Feiger's employment by the Company (other than for cause or due to death, disability or specified misconduct on his part under the federal banking laws) without his consent, by Mr. Feiger following a material reduction of or interference with his duties, responsibilities or benefits without his consent or by Mr. Feiger within 90 days after he receives written notice from the Company that the term of the agreement will not be extended (a "Non-Extension Termination").

        The agreement provides that if Mr. Feiger is involuntarily terminated prior to and not in connection with a change in control of the Company, then:

        The agreement provides that if Mr. Feiger is involuntarily terminated in connection with or following a change in control of the Company, then:

14

        If Mr. Feiger voluntarily terminates his employment for a reason that does not constitute "involuntary termination" for purposes of the agreement, if the Company terminates Mr. Feiger's employment after he has become disabled and remained disabled for one year, or if Mr. Feiger's employment terminates due to death, then in any such case the Company's only obligations under the agreement will be the payment of any Accrued Compensation and provision of the Post-Employment Health Benefit (to Mr. Feiger's surviving spouse and eligible dependents, if the termination is due to Mr. Feiger's death). If Mr. Feiger's employment is terminated for cause or for specified misconduct on his part under the federal banking laws, the Company's only post-termination obligation under the agreement will be the payment of any Accrued Compensation.

        If any stock options held by Mr. Feiger under the Omnibus Plan become exercisable solely by reason of a change in control of the Company and the acceleration and lapse value of the options, when aggregated with the other payments to be received by Mr. Feiger under the agreement (the "Total Payments"), is subject, in whole or in part, to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the Company will make a payment to Mr. Feiger (the "Gross-Up Payment") such that after the payment of all income and excise taxes on the Total Payments, Mr. Feiger will be in the same after-tax position as if no excise tax had been imposed. If, however, the Total Payments, after subtracting the acceleration and lapse value of the options (the "Adjusted Total Payments"), would be subject, in whole or in part, to the excise tax, then the Gross-Up Payment will not cover the Adjusted Total Payments and will only cover the portion of the Total Payments that is attributable to the acceleration and lapse value of the options.

        Employment Agreement with Burton J. Field.    The Bank has an employment agreement with Burton J. Field, its President and Chief Executive Officer. The agreement provides for a three-year term which is extended by one year on an annual basis, unless the Bank gives notice that the term will not be extended. The agreement entitles Mr. Field to an annual base salary of not less than $400,000, performance-based and discretionary bonuses, if any, as may be declared by the Bank's Board of Directors. The agreement also entitles Mr. Field to participation in benefit plans and the receipt of fringe benefits to the same extent as the other executive officers of the Company and the Bank, and provides for the payment by the Bank of certain club dues and the use of a company car. This agreement was entered into by Manufacturers Bank, Old MB Financial's wholly owned subsidiary, with Mr. Field in September 1999, and was assumed by the Bank in November 2001 following the MB-MidCity Merger.

15


        If Mr. Field's employment is involuntarily terminated by the Bank during the term of his agreement and Mr. Field has offered to continue to provide services as contemplated by his agreement and the offer is declined, then:

        To the extent payment to Mr. Field of the lump sum severance amount of 299% of his base amount, together with any other payments to Mr. Field in connection with the change in control, would result in the payment of a "parachute payment" (as defined in Section 280G of the Internal Revenue Code), then the severance amount will be reduced to avoid the payment of a parachute payment. The term "involuntary termination" is defined to include termination of employment by the Bank (other than for cause or due to death, disability, retirement or specified misconduct on his part under the federal banking laws) without Mr. Field's consent or by Mr. Field following a material reduction of or interference with his duties, responsibilities or benefits without his consent.

        If Mr. Field voluntarily terminates his employment for a reason that does not constitute "involuntary termination" for purposes of the agreement, then the Bank will be obligated for Mr. Field's salary and benefits through the date of termination, at the time such payments are due. The Bank also will obligated for a final annual cash bonus payable on the termination date in an amount consistent with the Bank's year-end bonus practices, with the Board of Directors of the Bank taking into consideration the portion of the year elapsed prior to termination. In addition, Mr. Field will be entitled to the Continued Health Benefits. If Mr. Field's employment terminates due to death, his estate or other designated beneficiary will receive continued payments of his salary through the last day of the calendar month in which he dies, and a prorated cash bonus in an amount consistent with the Bank's year-end bonus practices. If Mr. Field's employment terminates for cause, the Bank will have no further obligations to him under the agreement other than providing the Continued Health Benefits.

16


        Mr. Field's agreement contains a covenant not to compete with the Bank following his termination of employment in a specified area of the State of Illinois and for a period of time dependent on the circumstances of his termination.

        Employment Agreement with Ronald D. Santo.    Effective as of November 6, 2001, the date of completion of the MB-MidCity Merger, the Bank entered into a three-year employment agreement with Ronald D. Santo, Chairman and Group President of the Bank. The agreement provides for a minimum annual base salary of $250,000, a minimum guaranteed annual bonus of $60,000 (so long as a bonus is awarded to any executive officer of the Bank for that year) and a signing bonus of $300,000, subject to forfeiture of the net after-tax amount on a prorated basis if Mr. Santo voluntarily terminates his employment (in a manner that does not constitute "involuntary termination," as described below) or is terminated for cause prior to the end of the agreement term. The agreement also provides for participation in benefit plans to the same extent as the other executive officers of the Bank, including participation in the Bank's auto leasing program, payment of certain club dues, option grants under the Company's Omnibus Incentive Plan to the extent options are granted to any executive officer of the Bank in a given year and the continued payment by the Bank of premiums on a supplemental life insurance policy maintained for the benefit of Mr. Santo.

        If Mr. Santo's employment is involuntarily terminated by the Bank during the term of his agreement, other than under the circumstances entitling him to change in control severance benefits as described below, then:

        If Mr. Santo's employment is involuntarily terminated within 24 months after a change in control of the Bank, then in lieu of the involuntary termination severance benefits described in items (1)-(5) above and in lieu of any other severance benefits to which he may otherwise be entitled under any other severance or termination plan or arrangement of the Bank, he will receive the following change in control severance benefits:

17

        In addition, Mr. Santo will be entitled to the change in control severance benefits described above if: (1) within 24 months after a change in control of the Bank, a successor to the Bank fails to assume the Bank's obligations under the agreement; (2) within 24 months after a change in control of the Bank, the Bank or any successor to the Bank materially breaches any provision of the agreement and does not timely cure the breach; or (3) Mr. Santo's employment is involuntary terminated during the term of the agreement within six months prior to a change in control of the Bank and either (1) the termination was at the request or direction of the person which has entered into an agreement with the Bank for a transaction that will result in the change in control or (2) Mr. Santo reasonably demonstrates that the termination is otherwise in connection with or in anticipation of the change in control.

        To the extent the change in control severance benefits under the agreement would result in the payment of a "parachute payment" (as defined in Section 280G of the Internal Revenue Code), such benefits (other than the continuation of the group term life insurance coverage) will be reduced to avoid the payment of an excess parachute payment. The term "involuntary termination" is defined to include termination of employment by the Bank without Mr. Santo's consent or by Mr. Santo following a specified reduction of or interference with his duties, responsibilities or benefits without his consent.

        If Mr. Santo voluntarily terminates his employment for a reason that does not constitute "involuntary termination" for purposes of the agreement, then the Bank will be obligated for Mr. Santo's salary and benefits through the date of termination, at the time such payments are due. The Bank also will obligated for a final annual cash bonus payable on the termination date in a prorated amount consistent with the Bank's year-end bonus practices and no less than the prorated portion of $60,000 (the minimum annual bonus amount under Mr. Santo's agreement if a bonus is awarded to any executive officer of the Bank for that year). In addition, Mr. Santo will be entitled to the Continued Health Coverage and will have the opportunity to purchase the supplemental and key man life insurance policies maintained by the Bank for him for their respective cash surrender values. If Mr. Santo's employment terminates due to death, his estate or other designated beneficiary will receive continued payments of his salary through the last day of the calendar month in which he dies, and a prorated cash bonus in an amount consistent with the Bank's year-end bonus practices and no less than the prorated portion of $60,000. If Mr. Santo's employment is terminated for cause, the Bank will have no further obligations to him under the agreement.

18


        Mr. Santo's agreement contains a covenant not to compete with the Bank following his termination of employment in a specified area of the State of Illinois and for a period of time dependent on the circumstances of his termination.

Change in Control Severance Agreements

        On February 19, 2002, the Bank entered into a change in control severance agreement with each of Thomas D. Panos, Executive Vice President, Chief Lending Officer of the Bank and William F. McCarty III, Executive Vice President-Wealth Management, Operations of the Bank. Each agreement is for a three-year term, which is automatically extended for one year on each February 19. Each agreement provides that if a change in control of the Company or the Bank occurs, and within 24 months thereafter the executive's employment is involuntarily terminated without just cause or the executive voluntarily terminates his or her employment for good reason, he or she will be entitled to receive the following severance benefits:

        In addition, the executive will be entitled to the severance benefits described above if: (1) within 24 months after a change in control of the Company or the Bank, a successor to the Bank fails to assume the Bank's obligations under the agreement; (2) within 24 months after a change in control of the Company or the Bank, the Bank or any successor to the Bank breaches any provision of the agreement; or (3) the executive's employment is involuntary terminated without just cause within six months prior to a change in control that occurs during the term of the agreement and either (1) the termination was at the request or direction of the person which has entered into an agreement with the Bank for a transaction that will result in a change in control or (2) the executive reasonably demonstrates that the termination is otherwise in connection with or in anticipation of the change in control.

        To the extent the severance benefits under the agreement would result in the payment of a "parachute payment" (as defined in Section 280G of the Internal Revenue Code), such benefits (other than the continuation of health and other insurance coverage) will be reduced to avoid the payment of an excess parachute payment. The term "good reason" is defined to include a specified reduction in the executive's duties, responsibilities and compensation and other benefits.

Non-Competition Agreements

        Non-Competition Agreement with Robert S. Engelman, Jr.    The Company has a non-competition agreement with Director Robert S. Engelman, Jr., who served as Chairman of the Board of Directors of Old MB Financial prior to the MB-MidCity Merger and as President and Chief Executive Officer of Old MB Financial (then known as Avondale Financial Corp.) until February 1999. This agreement was entered into by Old MB Financial (then Avondale Financial Corp.) with Mr. Engelman in October 1998 and was assumed by the Company upon completion of the MB-MidCity Merger.

19

        Under the agreement, Mr. Engelman is paid and will continue to be paid $310,000 per year through January 31, 2004 for his agreement not to compete against the Company in the State of Illinois prior to that date. Mr. Engelman also is entitled under the agreement to receive for his lifetime the same health and other insurance benefits as are provided to the executive officers of the Company, provided that he must reimburse the Company for the cost of premiums attributable to such coverage. The agreement further provides that Mr. Engelman will continue to accrue benefits through January 31, 2004 under the supplemental executive retirement plan in which he is a participant.

        Non-Competition Agreements with E.M. Bakwin and Kenneth A. Skopec.    On the effective date of the MB-MidCity Merger, the Company entered into a non-competition agreement with each of Chairman of the Board E.M. Bakwin and Vice Chairman of the Board Kenneth A. Skopec, who served as Chairman and Chief Executive Officer and President, respectively, of MidCity Financial prior to the MB-MidCity Merger. Under their agreements, Messrs. Bakwin and Skopec are each paid and will each continue to be paid $50,000 per year for five years following the completion of the MB-MidCity Merger (the "non-compete period") in consideration for their agreement not to compete with the Company during the non-compete period in the State of Illinois or in any other state in which the Company or any of its subsidiaries or affiliates maintains an office. The agreements provide that after the expiration of three years following the completion of the MB-MidCity Merger, Messrs. Bakwin and Skopec may each elect to terminate their agreements, in which case they will cease to receive the payments described above.

Organization and Compensation Committee Report on Executive Compensation

        Under rules established by the Securities and Exchange Commission, the Company is required to provide certain data and information in regard to the compensation and benefits provided to the Company's Chief Executive Officer and other executive officers of the Company. The disclosure requirements for the Chief Executive Officer and other executive officers include the use of tables and a report explaining the rationale for and considerations that led to fundamental executive compensation decisions affecting those individuals. In fulfillment of this requirement, the Organization and Compensation Committee of the Company, at the direction of the Company's Board of Directors, has prepared the following report for inclusion in this Proxy Statement.

        General.    The Boards of Directors of the Company and the Bank have delegated to the Organization and Compensation Committee the responsibility and authority to oversee the general compensation policies of the Company and the Bank, to establish compensation plans and specific compensation levels for executive officers, and to review the recommendations of management for compensation and benefits for other officers and employees of the Company and the Bank. The Organization and Compensation Committee is composed solely of non-employee directors. Non-employee directors who are not members of the Organization and Compensation Committee also participate in executive compensation decisions by way of review, discussion and ratification of Organization and Compensation Committee recommendations.

        The Organization and Compensation Committee has adopted an executive compensation program designed to: (i) offer competitive compensation packages in order to attract, motivate, retain and reward those key executive officers who are crucial to the long-term success of the Company; (ii) establish a direct link between executive compensation and annual and long-term performance of the Company; and (iii) encourage decision-making that maximizes long-term shareholder value. The Organization and Compensation Committee's primary compensation objective is to ensure that such compensation be tied to the achievement of both short term and longer term goals and objectives established in conjunction with the Company's annual and multi-year planning processes, and to ensure that a significant portion of total compensation is at risk for those executive officers who have significant control over and responsibility for the direction and performance of the Company.

20


        Set forth below is a description of the guidelines followed by the Organization and Compensation Committee in establishing the compensation program for executive officers of the Company and the Bank for 2002.

        Executive Compensation Policy.    The compensation package provided to the executive officers of the Company and the Bank is composed principally of base salary, an annual incentive bonus and stock options granted under the Company's Omnibus Incentive Plan. Executive officers also participate in other benefit plans available to all eligible employees and may receive additional benefits such as automobile allowances and other perquisites.

        Base Salary.    It is the policy of the Organization and Compensation Committee to compare executive compensation packages, including base salaries paid or proposed to be paid, with compensation packages and base salaries offered by other financial institutions with total assets, loan origination and performance results comparable to those of the Company and the Bank, as well as to compare the complexities of the positions under consideration with similar jobs in other financial institutions regardless of size. This information is primarily derived from third party sources and proxy statements that provide compensation data and analysis from other publicly held companies. Specific factors considered include the level of responsibility delegated to a particular officer, the complexity of the job being evaluated, the position's impact on both short term and long term corporate goals and objectives, the expertise and skill level of the individual under consideration, the degree to which the officer has achieved his/her management objectives for the plan year, his/her ability to attract highly skilled individuals to the Company and the officer's overall performance in managing his/her area of responsibility. The Organization and Compensation Committee's decisions are discretionary and no quantifiable formula or weighting of the above-mentioned factors are utilized in the decision-making process.

        Incentive Bonus Awards.    The annual incentive bonus is designed to ensure that a substantial portion of each executive officer's total compensation remains variable. The purpose of the incentive bonus plan is to more closely align executive performance to the annual and long-term financial and operating performance of the Company and the Bank and to reward officers for the achievement of certain specified goals and objectives. Based on their relative positions in the Company and the Bank, officers are classified into groups, with annual bonus targets (as a percentage of base salary) as recommended by the Chief Executive Officer (other than his own) and agreed upon by the Organization and Compensation Committee. The annual incentive bonus payout has two components: a Company performance goal, based upon certain financial, operational and other business targets; and an individual performance goal. A person's bonus award can range from 0% to 200% of his or her targets (up to 100% of his or her salary) depending on the Company's actual results compared to the Company's targeted results, as well as the officer's individual accomplishments vs. individual goals and objectives. Bonuses are subject to fluctuation from year to year, and the Committee's decisions are subjective and no specific formula is utilized. The Organization and Compensation Committee determined the Chief Executive Officer's incentive bonus for 2002 in the manner described below under "Chief Executive Officer."

        Benefit Plans.    The Organization and Compensation Committee's policy with respect to employee benefit plans is to provide competitive benefits to employees of the Company, including its executive officers. Additionally, the Omnibus Incentive Plan provides employees, including executive officers, with an equity-based incentive to maximize long-term shareholder value. The Organization and Compensation Committee believes that a competitive employee benefit package is essential to achieving the goals of attracting and retaining highly-qualified employees.

21

        Chief Executive Officer.    The base salary for 2002 of Mitchell Feiger, President and Chief Executive Officer of the Company, was increased from $325,000 to $390,000 effective January 1, 2002 and increased again to $429,000 effective July 1, 2002. These increases in Mr. Feiger's base salary were made because of the much greater size and complexity of the Company following the MB-MidCity Merger (which was completed in November 2001), as compared to Old MB Financial before the MB-MidCity Merger. As noted under "Employment Agreements—Employment Agreement with Mitchell Feiger," the Company entered into a new employment agreement with Mr. Feiger effective as of January 1, 2003. The new employment agreement provides for an increase in Mr. Feiger's minimum annual base salary to $525,000. The Organization and Compensation Committee believed this new salary would bring Mr. Feiger's base compensation up to a level commensurate with the base compensation paid to chief executive officers of financial institutions and other companies similar in size and complexity to the Company.

        The Organization and Compensation Committee determined that for 2002, the Chief Executive Officer's incentive bonus be targeted at 50% of base salary, and that the bonus have two components: the achievement of short-term Company financial and operational performance goals; and the achievement of longer-term, strategic goals of the Company. This decision was based on the Committee's annual review of third party data as discussed above, and on the review and completion of the Company's 2002 target goals and objectives. Key factors in the achievement of short-term goals were: (i) the Company's operating earnings for 2002; (ii) the maintaining of the quality of the Company's loan portfolio in a difficult economic environment; (iii) Community Reinvestment Act compliance; (iv) growth in fee income during 2002; (v) improvement in the Company's efficiency ratio for 2002; and (vi) the Company meeting its post-merger related cost reduction goals. The primary determinant on the longer-term side was the continued growth in the Company's core business areas through mergers and acquisitions and the success of the Company's post-transaction integration efforts. The integration processes for the MB-MidCity merger and the acquisition of First Lincolnwood Corporation were completed with minimal customer attrition, and the acquisition of LaSalle Systems Leasing bolstered the Company's lease banking activities. Also relevant to the achievement of long-term goals was the increased market recognition the Company received in 2002, the continued progress toward the development of a market-oriented sales culture, and the continued growth of the private banking department and cash management business.

        The Organization and Compensation Committee determined that in nearly all cases Mr. Feiger significantly exceeded the short and longer term criteria established in the Old MB Financial 2000 multi-year strategic plan, as well as the 2002 annual operating plan, and accordingly, based on the formula for his incentive award, approved a bonus in the amount of $315,000, or slightly under 150% of his targets for 2002.

        Internal Revenue Code Section 162(m).    In 1993, Section 162(m) was added to the Internal Revenue Code, the effect of which was to eliminate the deductibility of compensation over $1 million, with certain exclusions, paid to certain highly compensated executive officers of publicly held corporations. Section 162(m) applies to all remuneration (both cash and non-cash) that would otherwise be deductible for tax years beginning on or after January 1, 1994, unless expressly excluded. The Organization and Compensation Committee has reviewed and will continue to review on an ongoing basis the Company's executive compensation policies, and propose appropriate modifications to these policies, if the Committee deems them necessary, with a view toward implementing the Company's compensation policies in a manner that avoids or minimizes any disallowance of tax deductions under Section 162(m). In this regard, the employment agreement entered into with Mr. Feiger effective January 1, 2003 provides for mandatory deferral of any annual cash incentive

22


bonus awarded under the agreement if necessary to ensure the tax deductibility of the bonus by the Company. See "Employment Agreements—Employment Agreement with Mitchell Feiger."

    The Organization and Compensation Committee

 
 
Robert S. Engelman, Jr., Chairman
Lawrence E. Gilford
James N. Hallene
Patrick Henry
Richard J. Holmstrom
Clarence Mann

Certain Transactions

        Directors and officers of the Company and their affiliates were customers of and have had transactions with the Bank. Additional transactions may be expected to take place in the future. All outstanding loans, commitments to loans, transactions in repurchase agreements and certificates of deposit and depository relationships were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

23


Report of the Compliance and Audit Committee

        In accordance with its written charter, which was approved by the Company's Board of Directors, the Compliance and Audit Committee oversees the accounting, auditing, and financial reporting practices of the Company. A copy of the Compliance and Audit Committee charter was attached to the Company's 2002 Proxy Statement, which was filed with the Securities and Exchange Commission on April 22, 2002.

        The Compliance and Audit Committee is comprised of six independent directors (as independence is defined in the National Association of Securities Dealers' listing standards for the Nasdaq Stock Market).

        Management is responsible for the financial reporting process, the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, the system of internal controls, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company's independent auditors are responsible for auditing the financial statements and expressing an opinion as to the financial statements conformity with accounting principles generally accepted in the United States of America. It is the Compliance and Audit Committee's responsibility to monitor and oversee these processes and procedures.

        The Compliance and Audit Committee has reviewed and discussed the Company's audited consolidated financial statements for the year ended December 31, 2002 with management and with KPMG LLP, the Company's independent auditors. The Compliance and Audit Committee also has discussed with KPMG LLP the matters required to be discussed by Statement of Auditing Standards No. 61, Communications with Audit Committees, as currently in effect. Finally, the Compliance and Audit Committee has received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and discussed with KPMG LLP their independence. Based upon the review and discussions described in this report, the Compliance and Audit Committee recommended to the Company's Board of Directors that the Company's audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, for filing with the Securities and Exchange Commission.

        Submitted by the Compliance and Audit Committee of the Company's Board of Directors:

    Patrick Henry, Chairman
Lawrence E. Gilford
Richard I. Gilford
James N. Hallene
Richard J. Holmstrom
Clarence Mann

24

Stock Performance Presentation

        The following line graph shows a comparison of the cumulative returns for the Company, the Nasdaq Market Bank Index and an index of peer corporations selected by the Company, for the period beginning December 31, 1997 and ending December 31, 2002. The information assumes that $100 was invested at the closing price on December 31, 1997 in the Common Stock and each index, and that all dividends were reinvested.


COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MB FINANCIAL, INC.
NASDAQ BANK INDEX AND PEER GROUP INDEX

CHART

 
   1997
   1998
   1999
   2000
   2001
   2002
MB FINANCIAL, INC.   100.00   95.38   76.54   82.31   167.32   218.28
NASDAQ BANK INDEX   100.00   102.59   96.62   108.17   118.01   120.09
PEER GROUP INDEX   100.00   94.10   88.27   109.01   127.38   136.99

        The peer group includes the following Illinois bank and thrift institution holding companies: AMCORE Financial, Inc., Corus Bankshares, Inc., First Midwest Bancorp, Inc., First Oak Brook Bancshares, Inc., MAF Bancorp, Inc., Midwest Banc Holdings, Inc., and Wintrust Financial Corporation.

25


INDEPENDENT PUBLIC ACCOUNTANTS

        Prior to the MB-MidCity Merger, which was completed on November 6, 2001, McGladrey & Pullen LLP served as the independent accountants for Old MB Financial and KPMG LLP served as the independent accountants for MidCity Financial. On November 16, 2001, the Company decided to engage KPMG LLP as the principal accountants to audit the Company's financial statements. This decision was approved by the Compliance and Audit Committee of the Company's Board of Directors. Both KPMG LLP and McGladrey & Pullen LLP were advised of this decision on November 16, 2001.

        The audit reports of McGladrey & Pullen LLP on Old MB Financial's consolidated financial statements as of and for the years ended December 31, 2000 and 1999, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

        During Old MB Financial's fiscal years ended December 31, 2000 and 1999, and from January 1, 2001 through November 16, 2001, there were no disagreements with McGladrey & Pullen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of McGladrey & Pullen LLP, would have caused them to make reference to the subject matter of the disagreements in connection with their report.

        KPMG LLP has been engaged by the Compliance and Audit Committee of the Company's Board of Directors to continue to serve as the Company's independent accountants for 2003. Representatives of KPMG LLP are expected to attend the Meeting and will respond to appropriate questions and have an opportunity to make a statement if they so desire.

        Audit and Non-Audit Fees.    The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company's annual financial statements for 2002, and fees billed for other services rendered by KPMG LLP:


(a)
 
Audit fees, excluding audit related:
 
$
210,000

(b)
 
Financial information systems design and implementation fees:
 
$
0

(c)
 
All other fees:
 
 
 

 
 
    Audit related fees(1)
 
$
55,000

 
 
    Other non-audit fees(2)
 
$
77,900

 
 
Total all other fees
 
$
132,900
(1)
Audit related fees consisted principally of audits of financial statements of employee benefit plans, reviews of registration statements and issuances of consents.

(2)
Other non-audit fees consisted of fees for tax compliance services.

        The Compliance and Audit Committee of the Company's Board of Directors considered whether the provision of services covered by item (c) above was compatible with maintaining the independence of KPMG LLP.

26


STOCKHOLDER PROPOSALS

        In order to be eligible for inclusion in the Company's proxy materials for the 2004 annual meeting of stockholders, any stockholder proposal for that meeting must be received by the Company's Secretary at the Company's executive office at 801 West Madison Street, Chicago, Illinois 60607 by November 25, 2003. Any such proposal will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended, and as with any stockholder proposal (regardless of whether included in the Company's proxy materials), the Company's charter and bylaws and Maryland law.

        To be considered for presentation at the 2004 annual meeting, although not included in the Company's proxy materials for that meeting, a stockholder proposal must be received at the Company's executive office not earlier than the close of business on December 24, 2003 and not later than the close of business on January 23, 2004. If, however, the date of the 2004 annual meeting is before April 2, 2004 or after June 21, 2004, a stockholder proposal must instead be received at the Company's executive office not earlier than the close of business on the 120th day prior to the date of the 2004 annual meeting and not later than the close of business on the later of the 90th day before the date of the 2004 annual meeting or the tenth day following the first to occur of the day on which notice of the date of the 2004 annual meeting is mailed or the day on which public announcement of the date of the 2004 annual meeting is first made by the Company.


OTHER MATTERS

        The cost of solicitation of proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Common Stock. In addition to solicitation by mail, directors, officers and employees of the Company and the Bank may solicit proxies personally or by telephone without additional compensation.

By Order of the Board of Directors

SIGNATURE

Mitchell Feiger
 President and Chief Executive Officer

Chicago, Illinois
March 24, 2003

27


PROXY   PROXY


MB FINANCIAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS—APRIL 22, 2003

        The undersigned hereby appoints E. M. Bakwin, Mitchell Feiger, and Kenneth A. Skopec, and each of them, with full power of substitution, acting by a majority of those present and voting, or if only one is present and voting then that one, to act as attorneys and proxies for the undersigned to vote all shares of common stock of MB Financial, Inc. (the "Company") which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the "Meeting"), to be held on Tuesday, April 22, 2003 at the branch office of MB Financial Bank, N.A. located at 7222 West Cermak Road, North Riverside, Illinois, at 3:00 p.m., local time, and at any and all adjournments or postponements thereof, with all the powers the undersigned would possess if present.

        THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE. THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN TO VOTE SUCH SHARES AT SAID MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

(Continued and to be signed on reverse side.)

MB FINANCIAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

1.   The election of the following nominees as directors of the Company, each for a three-year term: Robert S. Engelman, Jr., Alfred Feiger, Richard I. Gilford, Thomas H. Harvey, Ronald D. Santo and Eugene Sawyer. (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES BUT NOT ALL NOMINEES, WRITE THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED AND MARK THE OVAL "FOR ALL EXCEPT")   The Board of Directors recommends a vote "FOR" the election of all of the nominees named herein.

The undersigned acknowledges receipt from the Company, prior to the execution of this proxy, of notice of the Meeting, a Proxy Statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

In their discretion, the proxies are authorized to vote on any other business that may come before the Meeting or any adjournment or postponement thereof.

 
 
For All
o
 
Withhold All
o
 
For All Except
o
 
 
 
 
 
 
 
 
                        Dated:   , 2003
                         
 

 
 
(Nominee Exception)
 
Signature of Stockholder

 
 
 
 
 
 
 
 
 
 
Signature if held jointly

 
 
 
 
 
 
 
 
 
 
Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.

FOLD AND DETACH HERE

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.



QuickLinks

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held on April 22, 2003
ELECTION OF DIRECTORS
NOMINEES
STANDING BOARD MEMBERS
Summary Compensation Table
Option Grants in 2002
Option Exercises, Holdings and Values
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG MB FINANCIAL, INC. NASDAQ BANK INDEX AND PEER GROUP INDEX
INDEPENDENT PUBLIC ACCOUNTANTS
STOCKHOLDER PROPOSALS
OTHER MATTERS
MB FINANCIAL, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS—APRIL 22, 2003