Edgar Filing: MB FINANCIAL INC

SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

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

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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/X/ No fee required.
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[LOGO]

1200 North Ashland Avenue
Chicago, Illinois 60622
(773) 278-4040

March 21, 2001

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 9:00 a.m., local time, on Tuesday,
April 24, 2001 at the branch office of Manufacturers Bank located at 7557 West
Oakton Street, Niles, Illinois.

At the meeting, stockholders of the Company will vote on the election of
five members nominated to the Board of Directors of the Company and will
transact any other business that may properly come before the meeting.

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. This 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

[LOGO]

1200 North Ashland Avenue
Chicago, Illinois 60622
(773) 278-4040

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2001

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 Manufacturers Bank located at 7557 West Oakton Street, Niles, Illinois
at 9:00 a.m., local time, on Tuesday, April 24, 2001.

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

1. The election of the five members nominated to the Board of Directors
of the Company; and

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

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 9, 2001 are the
stockholders entitled to vote at the Meeting and any adjournments or
postponements thereof.

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 branch office of Manufacturers Bank
at which the Meeting will be held, 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 21, 2001
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.
1200 North Ashland Avenue
Chicago, Illinois 60622
(773) 278-4040

-----------------

ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2001

This Proxy Statement is furnished in connection with the solicitation, on
behalf of the Board of Directors of MB Financial, Inc. (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 Manufacturers Bank (the "Bank")
located at 7557 West Oakton Street, Niles, Illinois at 9:00 a.m., local time, on
Tuesday, April 24, 2001.

The accompanying Notice of Annual Meeting and this Proxy Statement are first
being mailed to stockholders on or about March 21, 2001.

VOTE REQUIRED AND PROXY INFORMATION

All shares of the Company's common stock, par value $.01 per share (the
"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 nominees named
herein. 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 the nominees named herein 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 shall be elected by a plurality of the votes of shares present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. Votes may be cast in favor of or withheld from each
nominee; votes that are withheld will be excluded entirely from the vote and
will have no effect. Broker non-votes will have no effect on the election of
directors. A majority of all of the shares of Common Stock entitled to vote at
the Meeting, present in person or represented by proxy, shall constitute a
quorum for purposes of the Meeting. Broker non-votes are counted for purposes of
determining a quorum. Brokers who do not receive instructions are entitled to
vote on the election of directors.

A proxy given pursuant to this solicitation or otherwise 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 9, 2001
will be entitled to notice of and to vote at a meeting. Each stockholder is
entitled to one vote for each share of Common Stock then held. As of that date,
the Company had 7,064,515 shares of Common Stock issued and outstanding. There
are no other voting securities.

The following table sets forth, as of March 9, 2001, certain information as
to the beneficial ownership of Common Stock by those persons or entities known
by the Company to beneficially own more than 5% of the Company's outstanding
shares of Common Stock:

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------ ---------- --------

PRINCIPAL OWNERS
Financial Institution Partners, LP 369,238(1) 5.22%
Financial Institution Partners II, LP
Financial Institution Partners III, LP
Hovde Capital, Inc.
Hovde Capital, LLC
Hovde Capital, Ltd.
1824 Jefferson Place, N.W.
Washington, DC 20036
Eric D. Hovde
1826 Jefferson Place, N.W.
Washington DC 20036
Steven D. Hovde
1629 Colonial Parkway
Inverness, IL 60067

---------

(1) A Schedule 13D under the Securities Exchange Act of 1934, as amended, dated
May 15, 2000, was filed by Financial Institution Partners, LP, Financial
Institution Partners II, LP, Financial Institution Partners III, LP, Hovde
Capital, Inc., Hovde Capital, LLC, Hovde Capital, Ltd., Eric Hovde and
Steven Hovde and relates to an aggregate of 369,238 shares of Common Stock.
Each member of this group reported that such member had sole or shared power
to vote or to direct the vote and to dispose or to direct the disposition of
the shares of which each of them reported beneficial ownership.

The following table sets forth, as of March 9, 2001, certain information
concerning the ownership of Common Stock by each director, nominee and executive
officer named in the Summary Compensation Table ("Named Executive Officers") and
all directors and officers as a group:

AMOUNT AND
NATURE
NAME OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
---------------- ------------- --------

Robert S. Engelman, Jr. 324,994 4.60%
Chairman of the Board

R. Thomas Eiff 33,021 0.47
Director

Alfred Feiger 72,385 1.02
Director

Mitchell Feiger 240,512 3.40
President, Chief Executive Officer and
Director of the Company; Chairman of the
Board and Director of the Bank

Burton J. Field 74,422 1.05
Director of the Company; President, Chief
Executive Officer and Director of the
Bank

Lawrence E. Gilford 103,051 1.46
Director

Richard I. Gilford 150,764 2.13
Director

David L. Husman 118,726 1.68
Director

Arthur L. Knight, Jr 25,797 0.37
Director

Peter G. Krivkovich 21,507 0.30
Director

Clarence Mann 220,260 3.12
Director

Hipolito Roldan 11,820 0.17
Director

Jill E. York 2,467 0.03
Vice President and Chief Financial
Officer of the Company; Senior Vice
President, Chief Financial Officer and
Director of the Bank

Thomas D. Panos 67,071 0.95
Executive Vice President, Senior Lending
Officer and Director of the Bank

Directors and executive officers as a 1,466,797 20.76
group
(14 persons)

---------

(1) Includes shares held directly, in retirement accounts, in the 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 and subject to options granted under the Company's
1997 Omnibus Incentive Plan (the "Stock Option Plan") which options are
exercisable within 60 days of March 9, 2001. Excludes 52,000, 14,409,
23,500, 15,000 and 104,909 shares subject to options granted under the Stock
Option Plan to Messrs. M. Feiger, Field and Panos, Ms. York and all
directors and executive officers as a group, respectively, which options are
not exercisable within 60 days of March 9, 2001.

DIRECTORS AND EXECUTIVE MANAGEMENT

The Company's Board of Directors currently consists of twelve members. The
Board is divided into three classes, with the class to be elected in 2001 having
five members, the class to be elected in 2002 having four members and the class
to be elected in 2003 having three members. 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 as the nominating committee has recommended and approved the
nominees identified in the following table. There are no arrangements or
understandings between any director or nominee and any other person pursuant to
which such director or nominee was selected.

POSITION(S) HELD DIRECTOR TERM TO
NAME AGE IN THE COMPANY SINCE EXPIRE
---- -------- -------------- -------- --------

NOMINEES
R. Thomas Eiff 60 Director 1993 2004

Burton J. Field 65 Director of the Company; President, Chief 1992 2004
Executive Officer and Director of the Bank

David L. Husman 66 Director 1992 2004

Clarence Mann 76 Director 1992 2004

Hipolito (Paul) Roldan 57 Director 1993 2004

DIRECTORS WHOSE TERMS EXPIRE IN 2002 AND 2003

Mitchell Feiger 42 Director, President and Chief Executive 1992 2002
Officer of the Company; Chairman of the
Board and Director of the Bank

Lawrence E. Gilford 77 Director 1992 2002

Arthur L. Knight, Jr. 63 Director 1993 2002

Peter G. Krivkovich 54 Director 1993 2002

Robert S. Engelman, Jr. 59 Chairman of the Board of the Company 1993 2003

Alfred Feiger 75 Director 1992 2003

Richard I. Gilford 76 Director 1992 2003

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

R. THOMAS EIFF. Mr. Eiff is the TEC Chairman for Southern Arizona. TEC is
an organization that was founded on the premise that company presidents,
managing directors and other executives can benefit from the formal exchange of
ideas. From 1991 through 1998 he was the owner and President of Adams Air and
Radiator Service, an automotive service and distribution company. Mr. Eiff
served as the Chairman of the Board of the Company until the merger of Coal City
Corporation ("Coal City") into the Company in 1999 (the "Merger").

BURTON J. FIELD. Mr. Field has served as President and Chief Executive
Officer of the Bank since 1983 and as a Director of the 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 the Bank in 1970.

DAVID L. HUSMAN. Mr. Husman served as a director of the seven banks that
were owned by Affiliated Banc Group, Inc. ("Affiliated"), a bank holding company
which was sold in 1987. Mr. Husman is an attorney and is in the real estate and
investment business.

CLARENCE MANN. Mr. Mann has over 45 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 and was President
of both Franklin Park Bank and First State Bank of Franklin Park, both of which
were owned by Affiliated.

HIPOLITO (PAUL) ROLDAN. Mr. Roldan has been Chief Executive Officer of the
Hispanic Housing Development Corp., a residential and retail development and
property management company, since 1976 and President of Tropic Construction, a
general contractor, since 1994. Mr. Roldan serves as a director of the Local
Initiatives Support Corporation and the National Puerto Rican Coalition.

STANDING BOARD MEMBERS

ROBERT S. ENGELMAN, JR. Mr. Engelman joined the Company in January 1993 as
President, Chief Executive Officer and Director and served in that capacity
until the Merger. Prior to joining the Company, 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 retired as an executive officer of the Company on December 31,
1999, but continues to serve the Company as its Chairman of the Board.

ALFRED FEIGER. Mr. Feiger served as Chairman of the Board and Chief
Executive Officer of Coal City until the Merger. 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 and was President of Affiliated's Western
National Bank of Cicero.

MITCHELL FEIGER. Mr. Feiger is President and Chief Executive Officer of the
Company, as well as Chairman of the Board of the Bank. Mr. Feiger began his
carreer with Touche Ross & Company in 1982, and then joined Affiliated in 1984
where he worked in various capacities until eventually becoming Executive Vice
President of Affiliated. Mr. Feiger became President and a director of Coal City
in 1992.

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 and was President
of Affiliated'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.

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 and
was Chairman of the Board of Affiliated Asset-Based Lending Services, a
subsidiary of Affiliated. Mr. Gilford is a trustee of Mt. Sinai Hospital in
Chicago.

ARTHUR L. KNIGHT, JR. Mr. Knight is a private investor and business
consultant. He serves on the boards of a number of private Chicago-based
companies, including, CrossCom National, Inc., Frain Industries, Inc., LA-CO
Industries, Inc., STS Consultants, Ltd. and United Scrap Metal, Inc. From 1988
through 1994, Mr. Knight was President, Chief Executive Officer and Director of
Morgan Products Ltd., a manufacturer and distributor of specialty building
products.

PETER G. KRIVKOVICH. Mr. Krivkovich is President and Chief Executive
Officer of Cramer-Krasselt Company, a marketing communications company. He was
named President of that company in 1985 and was named Chief Executive Officer in
1999. Mr. Krivkovich is a Board member of the Friends of Prentice Hospital, the
Off-the-Street Club in Chicago and the American Association of Advertising
Agencies.

Alfred Feiger is Mitchell Feiger's father. Lawrence Gilford and Richard
Gilford are cousins.

EXECUTIVE OFFICERS

The following information is for the executive officers who are not
directors of the Company.

JILL E. YORK. Ms. York, 37, is Vice President and Chief Financial Officer
of the Company and Senior Vice President and Chief Financial Officer and a
Director of the Bank. Ms. York joined the Company in August 2000 as Vice
President and Chief Financial Officer. 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, the
American Institute of Certified Accountants and the Community Bankers
Association of Illinois.

THOMAS D. PANOS. Mr. Panos, 45, is Executive Vice President and Senior
Lending Officer and a Director of the Bank since March 1996. Mr. Panos was
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.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors has standing Executive, Audit and
Compensation Policy Committees, which meet and act in conjunction with the
comparable committees of the Bank's Board of Directors.

During 2000, the Board of Directors of the Company met eight times. No
nominee or standing Director of the Company attended fewer than 75% of the total
number of Board and Committee meetings held by the Board of Directors of which
such nominee or standing Director was a member.

The entire Board of Directors of the Company acts as a nominating committee
for selecting nominees for election as directors. While the Board of Directors
will consider nominees recommended by stockholders, the Board has not actively
solicited such nominations. Pursuant to the Company's By-laws, nominations by
stockholders generally must be delivered in writing to the Secretary of the
Company at least 30 days prior to the date of the Meeting. The Board of
Directors met once during 2000 in its capacity as a nominating committee.

The Company's Executive Committee exercises the powers of the full Board of
Directors between Board meetings. The Executive Committee is comprised of
Directors Engelman (Chairman), A. Feiger, M. Feiger, Field, Knight and
Krivkovich. The Executive Committee met once during 2000.

The Audit Committee is responsible for recommending the selection of 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. The Audit Committee also meets with the Bank's internal auditor on a
periodic basis. The Audit Committee was comprised of Directors R. Gilford
(Chairman), L. Gilford and Mann for 2000. This Committee held six meetings
during 2000. The Committee was expanded in 2001 to include Directors Eiff,
Knight and Roldan.

The Compensation Policy 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, grants awards under the Stock Option Plan and considers
other related matters. The Compensation Policy Committee includes Directors
Knight (Chairman), Eiff, R. Gilford and Mann. The Compensation Policy Committee
met twice during 2000.

DIRECTOR COMPENSATION

Non-employee directors of the Company are paid (i) an annual retainer of
$15,000, plus (ii) $2,500 for serving as Committee chairman; (iii) $1,000 per
day for attending Board of Directors meetings; and (iv) $250 per day for
attending any meeting of a Committee of the Board of Directors. All Board and
Committee fees paid to Company non-employee directors may be paid in the form of
cash, Common Stock or options to purchase Common Stock, however, at least 50% of
the annual retainer and meeting fees must be taken in the form of Common Stock
or options to purchase Common Stock. All fees may be deferred pursuant to the
Company's Deferred Compensation Plan.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of
the Named Executive Officers for services in all capacities to the Company and
the Bank for the years ended December 31, 2000, 1999 and 1998.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------- --------------------------
NAME AND CALENDAR OTHER ANNUAL RESTRICTED STOCK OPTIONS/
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S)($) SARS(1)
------------------------------------------------- -------- -------- ----------- ------------ ---------------- --------

Mitchell Feiger 2000 $325,000 $180,000 $59,577 (2) -$- 25,000
President and Chief Executive 1999 325,000 154,375 47,135 (3) -- 27,000
Officer of the Company and Chairman of the Board 1998 251,000 50,000 39,450 (4) -- 16,366
of the Bank

Burton J. Field 2000 400,000 132,250 53,846 (5) -- 8,104
President and Chief Executive 1999 345,000 102,125 65,601 (6) -- 6,305
Officer of the Bank 1998 345,000 50,000 77,825 (7) -- --

Jill E. York 2000 51,460(9) 33,448(10) 3,641 (8) -- 15,000
Vice President and Chief Financial Officer of the
Company and Senior Vice President and Chief
Financial Officer of the Bank

Thomas D. Panos 2000 157,500 86,625 23,797(11) -- 10,500
Executive Vice President and 1999 150,000 62,700 21,651(12) -- 13,000
Senior Lending Officer of the Bank 1998 136,000 55,000 21,121(13) -- 11,022

---------

(1) Represents incentive and non-qualified stock options granted pursuant to
the Company's Stock Option Plan. All options were granted at or above the
market price of the stock on the date of the grant and vest up to ten
years.

(2) Includes automobile allowance of $12,144, non-qualified retirement benefits
of $28,853, supplemental health plan of $4,153 and 401(k) matching and
profit sharing contribution of $14,427.

(3) Includes automobile allowance of $11,021, non-qualified retirement benefits
of $18,413, supplemental health plan of $4,153 and 401(k) matching and
profit sharing contribution of $13,548.

(4) Includes automobile allowance of $5,288, excess group life insurance of
$459, non-qualified retirement benefits of $13,004, supplemental health
plan of $4,153 and 401(k) matching and profit sharing contribution of
$16,546.

(5) Includes automobile allowance of $5,338, non-qualified retirement benefits
of $21,673, supplemental health plan of $12,408 and 401(k) matching and
profit sharing contribution of $14,427.

(6) Includes automobile allowance of $5,338, non-qualified retirement benefits
of $35,989, supplemental health plan of $10,186 and 401(k) matching and
profit sharing contribution of $13,548.

(7) Includes automobile allowance of $3,360, excess group life insurance of
$3,159, non-qualified retirement benefits of $41,853, supplemental health
plan of $12,907 and 401(k) matching and profit sharing contribution of
$16,546.

(8) Includes automobile allowance of $2,422 and 401(k) matching and profit
sharing contribution of $1,219.

(9) Represents salary earned from August 28, 2000, the date Ms. York joined the
Company.

(10) Includes a sign-on bonus of $20,000.

(11) Includes automobile allowance of $3,688, non-qualified retirement benefits
of $5,682, and 401(k) matching and profit sharing contribution of $14,427.

(12) Includes automobile allowance of $4,378, non-qualified retirement benefits
of $3,725, and 401(k) matching and profit sharing contribution of $13,548.

(13) Includes automobile allowance of $4,116, excess group life insurance of
$459 and 401(k) matching and profit sharing contribution of $16,546.

STOCK OPTIONS

OPTION GRANTS IN 2000

The following table sets forth certain information with respect to stock
options granted to the Named Executive Officers during 2000 under the Stock
Option 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 various
assumed appreciation rates. The table discloses for the Named Executive Officers
the gain or "spread" that would be realized at the end of the option term for
the options granted during 2000, if the price of the Common Stock appreciates
annually by the percentage levels indicated from the market price on the date of
grant.

% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO POTENTIAL REALIZABLE VALUE AT
UNDERLYING EMPLOYEES EXERCISE ASSUMED ANNUAL RATES OF
OPTIONS IN FISCAL PRICE PER EXPIRATION STOCK PRICE APPRECIATION FOR
NAME GRANTED 2000 SHARE DATE OPTION TERM
---- ---------- ---------- --------- ---------- -----------------------------
5.00% 10.00%
---------- ----------

Mitchell Feiger 25,000 12.67% $12.00 07/25/10 $188,668 $478,123
Burton J. Field 8,104 4.12 12.00 07/25/10 61,161 154,989
Jill E. York 15,000 7.60 13.25 08/28/10 124,993 316,756
Thomas D. Panos 10,500 5.32 12.00 07/25/10 79,241 200,812

OPTION EXERCISES, HOLDINGS AND VALUES

The following table sets forth information with respect to the value of all
stock options held at December 31, 2000 by the Named Executive Officers. No
options were exercised by the Named Executive Officers in 2000.

NUMBER OF
SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS "IN-THE-MONEY" OPTIONS
AT DECEMBER 31, 2000 AT DECEMBER 31, 2000
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

Mitchell Feiger 42,418 52,000 $87,784 $34,375
Burton J. Field -0- 14,409 -0- 11,143
Jill E. York -0- 15,000 -0- 1,875
Thomas D. Panos 27,722 23,500 56,036 14,438

COMPENSATION POLICY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Policy Committee is a current or former
officer or employee of the Company or any of the Company's subsidiaries. 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 Compensation Policy 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 2000 all
reports were timely filed, except Ms. York filed a late Form 3 to report her
ownership upon becoming a reporting person.

EMPLOYMENT AGREEMENTS

Mitchell Feiger entered into an employment agreement with the Company,
effective February 26, 1999, which provides for Mr. Feiger to be President and
Chief Executive Officer of the Company and Chairman of the Board of the Bank.
This agreement is a so-called "evergreen" contract with a continual three-year
term. Although either party may terminate the agreement at any time, it provides
for Mr. Feiger to be paid his compensation for the full remaining term of the
agreement unless he is terminated "for cause" (as defined in the agreement).
Mr. Feiger's annual salary compensation under the agreement is $325,000, and he
may, in addition, receive an annual bonus at the discretion of the Board.
Mr. Feiger is eligible to participate in the Company's standard package of
employee benefits, including retirement plans and insurance programs, as well as
certain executive benefits, such as an automobile allowance and club dues. In
the event of a change of control of the Company (as defined in the agreement),
if Mr. Feiger or the Company (or its successor) terminates his employment with
the Company (or its successor), Mr. Feiger will receive 2.99 times his base
compensation and he will be entitled to continued health benefits during the
remaining term of the agreement (and thereafter, at his cost) and to vesting of
any unvested stock options and unvested benefits under benefit plans and
arrangements of the Company at the time of the change in control (except for
qualified pension plans).

Robert S. Engelman, Jr. has an employment agreement which provides for
Mr. Engelman to be Chairman of the Board of the Company. Mr. Engelman retired as
an executive officer of the Company on December 31, 1999. Under the terms of the
agreement, Mr. Engelman will be paid $310,000 per year through January 31, 2004
for his agreement not to compete against the Company in Illinois during that
period. Mr. Engelman is also entitled to participate in the Company's health
benefits for his lifetime at his cost. Mr. Engelman will also continue to accrue
benefits under the Company's Supplemental Executive Retirement Plan through
January 31, 2004. If Mr. Engelman's position with the Company is terminated
without cause, he will continue to be entitled to his covenant not to compete
payments. The agreement does not provide for any change of control severance or
liquidated damages under any circumstances.

Burton J. Field entered into an employment agreement with the Company,
effective September 22, 1999. Under the terms of the agreement, Mr. Field serves
as the President and Chief Executive Officer of the Bank. This agreement is a
so-called "evergreen" contract with a continual three-year term. Although either
party may terminate the agreement at any time, it provides for Mr. Field to be
paid his compensation for the full remaining term of the agreement unless he is
terminated "for cause" (as defined in the agreement). Mr. Field's annual salary
compensation under the agreement is $400,000, and he may, in addition, receive
an annual bonus at the discretion of the Board. Mr. Field is also eligible to
participate in the Company's standard package of employee benefits, including
retirement plans and insurance

programs, as well as certain executive benefits, such as an automobile allowance
and club dues. The Bank also pays the premium on two separate life insurance and
disability policies for Mr. Field. In the event of a change of control of the
Company (as defined in the agreement), if Mr. Field or the Company (or its
successor) terminates his employment with the Company (or its successor),
Mr. Field will receive 2.99 times his base compensation and he will be entitled
to continued health benefits during the remaining term of the agreement (and
thereafter, at his cost) and to vesting of any unvested stock options and
unvested benefits under benefit plans and arrangements of the Company at the
time of the change in control (except for qualified pension plans).

SEVERANCE PAY AGREEMENTS

The Company entered into a change in control severance agreement with Jill
E. York, Vice President and Chief Financial Officer of the Company and Senior
Vice President and Chief Financial Officer of the Bank effective October 13,
2000, pursuant to which she is entitled to 100% of her base amount as defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and
continued health benefits for 12 months following termination of her employment
if her employment is terminated by the Bank (including a material diminution of
her duties) within 12 months after a change in control (as defined in the
Agreement) of the Company or the Bank.

Thomas D. Panos has a change in control severance agreement with the Bank
effective February 26, 1999, pursuant to which he is entitled to 100% of his
base amount as defined in Section 280G of the Code, and continued health
benefits for 12 months following termination of his employment if his employment
is terminated by the Bank (including a material diminution of his duties) within
12 months after a change in control (as defined in the Agreement) of the Company
or the Bank.

Each of the change in control severance agreements has an initial term of
three years and may be extended by the Board of Directors for a period of one
year beginning on the first anniversary of the agreement, and on each
anniversary date thereafter upon approval by the Board of Directors.

COMPENSATION POLICY 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 Compensation Policy 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 Board of Directors of the Company and the Bank have delegated
to the Compensation Policy 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 Compensation
Policy Committee is composed solely of independent outside directors.
Non-employee directors who are not members of the Compensation Policy Committee
also participate in executive compensation decisions by way of review,
discussion and ratification of Compensation Policy Committee recommendations.

The Compensation Policy 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
Compensation Policy 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
planning process, 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.

The Compensation Policy Committee followed the guidelines listed below in
establishing the Compensation Program for 2000.

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 awards under the Company's equity-based
plans. Executive officers also participate in other benefit plans available to
all eligible employees and may receive certain other benefits such as automobile
allowances.

BASE SALARY. It is the policy of the Compensation Policy Committee to
annually 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 Compensation Policy 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 provide
that a substantial portion of each executive officer's total compensation
remains variable. The purpose of the incentive 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. Officers are classified
into groups, based on their relative position in the Company and the Bank, with
annual target bonuses (as a percentage of base salary) as recommended by the
Chief Executive Officer (other than his own) and agreed upon by the Compensation
Policy Committee. An annual incentive bonus pool is established if specific
financial, operational and business goals, determined at the beginning of each
fiscal year, are achieved; and if certain safety and soundness standards are
maintained. Individual bonus awards can range from 0% to 150% of a person's
target goal depending on actual results compared to target 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 Compensation
Policy Committee determines the Chief Executive Officer's incentive bonus.

BENEFIT PLANS. The Compensation Policy 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 will provide employees, including executive officers, with an additional
equity-based incentive to maximize long-term shareholder value. The Compensation
Policy Committee believes that a competitive employee benefit package is
essential to achieving the goals of attracting and retaining highly-qualified
employees.

CHIEF EXECUTIVE OFFICER. Under the terms of his employment agreement, the
base salary paid to Mitchell Feiger, Chief Executive Officer of the Company, for
2000 was $325,000. In examining the base compensation of other executives among
peer institutions, the Compensation Policy Committee determined that the
compensation level was proper and consistent with other peer institutions.

The Compensation Policy Committee determined that the Chief Executive
Officer's target incentive bonus be maintained at a range between 40%-70% of
base salary. 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
2000 target goals and objectives. Among those are the following:
(i) implementation of a structured calling and sales program, (ii) use of
capital market strategies to develop sufficient new funding sources, (iii) loan
sales opportunities, (iv) completion of the Bank's transition to a sales and
service culture, (v) successful launch of the Bank's commercial and retail
Internet Banking products, and (vi) successful launch of a Private Banking
Department. Additionally, other factors related to the performance of the
Company and included (i) goals relating to fee income, loan volume, asset
quality, Community Reinvestment Act compliance, expense containment and
(ii) improvement in the Bank's infrastructure. Based on the Company's
performance in 2000, the Compensation Policy Committee determined that the Chief
Executive Officer basically met the short and longer term criteria established
in the Business Plan and as described above and, therefore, approved a bonus
payment in the amount of $180,000 (55%) for 2000.

Arthur L. Knight, Jr.,
CHAIRMAN OF THE COMPENSATION POLICY
COMMITTEE

R. Thomas Eiff
Richard I. Gilford
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.

AUDIT COMMITTEE REPORT

The Board of Directors has adopted a charter, which details the
responsibilities of the Audit Committee. The Audit Committee Charter was adopted
by the Board of Directors in 1999 and was ratified in 2000. A copy of the Audit
Committee Charter is attached to this Proxy Statement as Exhibit "A".

The Audit Committee assists the Board of Directors in carrying out its
oversight responsibilities for the Company's financial reporting process, audit
process and internal controls. The Committee also reviews the audited financial
statements and recommends to the Board of Directors that such financial
statements be included in the Company's Annual Report on Form 10-K. The Audit
Committee is comprised of directors who are "independent" as that term is
defined under the National Association of Securities Dealers, Inc. listing
standards. The members of the Audit Committee are Messrs. R. Gilford (Chairman),
L. Gilford and Mann. The Audit Committee was expanded in 2001 to include
Messrs. Eiff, Knight and Roldan.

The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2000 with management and
McGladrey & Pullen, LLP ("McGladrey & Pullen"), the Company's independent
auditors. The Audit Committee has also discussed with McGladrey & Pullen the
matters required to be discussed by SAS 61 (Codification for Statements on
Auditing Standards) as well as having received and discussed the written
disclosures and the letter from McGladrey & Pullen required by Independence
Standards Board Statement No. 1 (Independence Discussions with Audit
Committees). Based on the review and discussions with management and
McGladrey & Pullen, the Audit Committee has recommended to the Board of
Directors, and the Board of Directors has approved, the inclusion of audited
financial statements in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 for filing with the Securities and Exchange
Commission.

Richard I. Gilford,
CHAIRMAN OF THE AUDIT COMMITTEE

Lawrence E. Gilford
Clarence Mann

STOCK PERFORMANCE PRESENTATION

The following line graph shows a five-year comparison of the cumulative
total returns for the Company, the Nasdaq Bank Index and an index of peer
corporations selected by the Company. The information assumes that $100 was
invested in the Common Stock and each index on January 1, 1996, and that all
dividends are reinvested.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG MB FINANCIAL, INC.,
NASDAQ BANK INDEX AND PEER GROUP INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

12/29/95 12/31/96 12/31/97 12/31/98 12/31/99 12/29/00

MB FINANCIAL CORPORATION $100.00 $118.10 $112.07 $106.90 $85.78 $92.24
NASDAQ BANK INDEX $100.00 $132.04 $221.06 $219.64 $211.15 $242.47
PEER GROUP $100.00 $133.52 $184.94 $166.30 $159.89 $191.90

ASSUMES $100 INVESTED ON JANUARY 1, 1996
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2000

The peer group includes the following Illinois banking and thrift
institution holding companies: AMCORE Financial, Inc., Corus Bankshares, Inc.,
First Midwest Bancorp, Inc., First Oak Brook Bancshares, Inc., Midwest Banc
Holdings, Inc., Northern States Financial Corporation, Old Second
Bancorp, Inc., Success Bancshares, Inc. and Wintrust Financial Corporation.

INDEPENDENT PUBLIC ACCOUNTANTS

GENERAL. McGladrey & Pullen, independent certified public accountants, have
been selected by the Board of Directors and the Audit Committee of the Board of
Directors to continue to serve the Company in that capacity for 2001.
Representatives of McGladrey & Pullen are expected to be present at the Meeting
and can make a statement should they desire to do so and will be available to
respond to appropriate questions from stockholders.

McGladrey & Pullen continues to perform audit professional services for and
on behalf of the Company. During 2000 the audit services included examination of
the consolidated financial statements of the Company, examination of the
financial statements of subsidiaries and a review of certain filings with the
Securities and Exchange Commission. McGladrey & Pullen's unqualified opinion of
the consolidated financial statements, along with the consolidated financial
statements of the Company, are included in the Company's annual report to
stockholders which accompanies this Proxy Statement.

AUDIT FEES. The aggregate fees and expenses for professional services by
McGladrey & Pullen in connection with the audit of the Company's annual
financial statements as of and for the years ended December 31, 1999 and 2000
and for the required review of the Company's financial information included in
the Company's Securities and Exchange Commission filings for the year 2000 was
$177,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no
fees incurred for these services for the year 2000.

ALL OTHER FEES. The aggregate fees and expenses for all other professional
services rendered by McGladrey & Pullen for all other services rendered to the
Company during the year ended December 31, 2000 was $246,000.

The Audit Committee, after consideration of the matter, does not believe
that the rendering of these services by McGladrey & Pullen is incompatible with
maintaining McGladrey & Pullen's independence as the Company's principal
accountant.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received by the Company prior to November 20, 2001. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended. In addition, if any
business should properly come before such Annual Meeting other than that which
is stated in such proxy materials, then, if the Company does not receive notice
of such matter by February 3, 2002, the persons designated in the form of proxy
will have discretionary authority to vote or refrain from voting on such matter.

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 telegraph or telephone without additional compensation.

By Order of the Board of Directors

[SIGNATURE]

Mitchell Feiger
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Chicago, Illinois
March 21, 2001

EXHIBIT "A"
AUDIT COMMITTEE CHARTER

The Audit Committee will be composed of non-employee Directors who, in the
opinion of the entire Board, are financially knowledgeable, independent of
Management, and free of any relationship that would interfere with their
exercise of independent judgment as a Committee member.

In discharging its responsibilities, the Committee will seek to maintain
free and open communications between the Board of Directors, the independent
accountants, the internal auditors and Management of the Company. The Committee
will meet at least four times each year.

EXTERNAL AUDIT

The Committee will review and recommend to the entire Board the selection,
retention and, if required, dismissal of independent accountants to audit the
Company's financial statements. In making its selection, the Committee will also
review any non-audit business relationships with the Company, to insure there
will be appropriate independence in the annual audit process. In addition, prior
to the annual audit the Committee will meet with the independent accountants and
Management of the Company to review the scope of the audit and the procedures to
be used. At the conclusion of the annual audit, the Committee will review with
the independent accountants and Management:

- The Company's annual financial statements and related footnotes.

- The independent accountant's comments and recommendations.

- Any significant changes in accounting policies from prior years.

- Any significant changes from the original audit plan.

- Any areas of disagreement with Management.

- The independent accountant's specific responses to the following
questions:

- IF THE ACCOUNTING FIRM WERE SOLELY RESPONSIBLE FOR THE PREPARATION OF
THE FINANCIAL STATEMENTS, WOULD THEY HAVE BEEN PREPARED DIFFERENTLY IN
EITHER A MATERIAL OR IMMATERIAL WAY AND WHY?

- IF THE ACCOUNTING FIRM WERE AN INVESTOR, WOULD IT HAVE RECEIVED THE
INFORMATION NEEDED TO UNDERSTANDING THE COMPANY'S FINANCIAL PERFORMANCE
FOR THE PERIOD?

- IF THE ACCOUNTING FIRM WERE THE CEO, WOULD THE COMPANY HAVE THE SAME
INTERNAL AUDIT PROCEDURES, AND IF NOT, WHAT WOULD BE THE DIFFERENCES
AND WHY?

- Any matters related to the conduct of the audit, which need to be
communicated to the Board of Directors under GAAP.

- All annual SEC filings of the Company containing the Company's financial
statements. In so doing, the Committee will consider whether the
information in such documents is consistent with the information contained
in the financial statements, and if not, discuss the reasons for the
inconsistencies and act accordingly.

The results of this review and the answers to the specific questions will be
documented and distributed to the entire Board along with the Committee minutes
at the next meeting of the entire Board.

A-1

INTERNAL AUDIT

The Committee will, at least annually, meet with the independent auditor,
Management and the internal auditor to plan the internal audit program for the
Company. The Committee will periodically review with these same parties the
results of the internal audit process with a specific focus on the adequacy and
effectiveness of the accounting, financial and other internal control systems.
The Committee will proactively elicit any recommendations for improvement of
such internal control procedures and monitor as appropriate.

As part of its responsibilities, the Committee will also proactively inquire
of Management, the internal auditors and the external accountants about
significant risks or exposures, and assess the steps Management has taken to
control and/or monitor such risks. Finally with respect to the internal audit
program, the Committee will review and concur in the appointment, replacement,
reassignment, or dismissal of the internal auditor.

INTERIM FINANCIAL REPORTING

The Committee, or a representative thereof, will review with Management, the
external accountants, and if the Audit Committee so requires, the internal
auditor, all interim financial reports filed with the SEC prior to the next
quarter's filings. To the extent such a review leads to issues or concerns, the
Committee reserves the right to require such reports be reviewed by the
Committee prior to any filing with the SEC.

OTHER RESPONSIBILITIES

In addition to its responsibilities relative to both the internal and
external audit programs, the Committee will be responsible for:

- Monitoring the Company's Compliance Program and receiving reports thereon.

- Monitoring the Company's Loan Review process and receiving reports
thereon.

- Monitoring the Company's Disaster Recovery/Contingency Plan, and providing
that an appropriate program of continuous testing is ongoing.

- Monitoring the Company's Senior Officer's expense reimbursement policies,
(including the use of corporate assets by senior officers), and
considering the results of any review of such expense reimbursements by
the internal auditor or external accountant.

- Monitoring Senior Officers' compliance with the Company's Conflict of
Interest Policy.

- Advising Management and the independent auditor that they are expected to
provide the Committee a timely analysis of significant current financial
reporting issues and practices relating to the Company.

- Conducting or authorizing investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
retain independent counsel and other professionals to assist in the
conduct of any investigation.

COMMUNICATION AND REPORTING

In discharging its responsibilities, the Committee will meet with the
Director of Internal Audit, the independent accountants and Management in
separate executive sessions to discuss any matter that any party believes should
be discussed privately with the Committee.

All Committee actions, with any recommendations, will be reported to the
Board of Directors no later than the Board's next regularly scheduled meeting.

A-2

A-3

PROXY PROXY

MB FINANCIAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS--APRIL 24, 2001

The undersigned hereby appoints Robert S. Engelman, Jr., Mitchell Feiger,
and Burton Field, and each of them, with full powers of substitution and
revocation, 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 (the "Meeting"), to be held on Tuesday, April 24, 2001 at the
branch office of Manufacturers Bank located at 7557 West Oakton Street, Niles,
Illinois, at 9:00 a.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 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 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.

The Board recommends a vote "FOR" the election of the following nominees: R.
Thomas Eiff, Burton J. Field, David L. Husman, Clarence Mann, Hipolito (Paul)
Roldan. (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED AND MARK THE OVAL "FOR ALL
NOMINEES EXCEPT")

For All Withhold All For All NomineesExcept

/ / / / / /

----------------------------------------------
(NOMINEE EXCEPTION)

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, 2000.

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.

Dated: __________________, 2001

--------------------------------------------------
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.