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(1)	Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of additional securities of MB Financial, Inc. (“MB Financial”) as may be issuable as a result of stock splits, stock dividends or similar transactions.

(2)

Represents the maximum number of shares of common stock of MB Financial estimated to be issuable upon completion of the merger described herein in exchange for shares of Taylor Capital Group, Inc. (“Taylor Capital”) common stock and Nonvoting Convertible Preferred Stock (“nonvoting preferred stock”) that are currently outstanding and shares of Taylor Capital common stock that may be issued upon exercise of Taylor Capital stock options and warrants that are currently outstanding.

(3)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(f)(1), 457(f)(3) and 457(c) under the Securities Act, the proposed maximum aggregate offering price of MB Financial’s common stock was calculated based upon the market value of shares of Taylor Capital common stock as follows:  (A) the product of (1) $22.685, which is the average of the high and low prices per share of Taylor Capital common stock on October 11, 2013, as reported on the NASDAQ Global Select Market, multiplied by (2) 31,802,654, which is the sum of (i) 30,519,980, the estimated maximum number of shares of Taylor Capital common stock that may be exchanged in the merger, and (ii) 1,282,674, the maximum number of shares of Taylor Capital nonvoting preferred stock that may be exchanged in the merger, less (B) the estimated maximum amount of cash to be paid by MB Financial in exchange for shares of Taylor Capital common stock and nonvoting preferred stock that are currently outstanding (which equals $124,914,553).

(4)	Represents the maximum number of shares of MB Financial’s Perpetual Non-Cumulative Preferred Stock, Series A (“MB Financial Series A preferred stock”) estimated to be issuable upon completion of the merger described herein in exchange for shares of Taylor Capital’s Perpetual Non-Cumulative Preferred Stock, Series A (“Taylor Capital Series A preferred stock”) that are currently outstanding.

(5)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, the proposed maximum aggregate offering price of MB Financial Series A preferred stock was calculated based upon the market value of shares of Taylor Capital Series A preferred stock as follows:  the product of (A) $25.805, which is the average of the high and low prices per share of Taylor Capital Series A preferred stock on October 11, 2013, as reported on the NASDAQ Global Select Market, multiplied by (B) 4,000,000, which is the maximum number of shares of Taylor Capital Series A preferred stock that may be exchanged in the merger.

(6)

Represents the maximum number of shares of MB Financial’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“MB Financial Series B preferred stock”), estimated to be issuable upon completion of the merger described herein in exchange for shares of Taylor Capital’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“Taylor Capital Series B preferred stock”), that are currently outstanding, to the extent such shares are not repurchased or redeemed by Taylor Capital prior to completion of the merger described herein.

(7)	Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rule 457(f)(2) under the Securities Act, the proposed maximum aggregate offering price of MB Financial Series B preferred stock was calculated based upon the liquidation value of Taylor Capital Series B preferred stock of $1,000 per share.

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•	Date:    ______, ______, 2013

•	Time:     __:__ __.m., local time

•	Place:     MB Financial Center, 6111 North River Road, Rosemont, Illinois 60018

•	the approval of the Agreement and Plan of Merger, dated as of July 14, 2013, by and between MB Financial and Taylor Capital Group, Inc., pursuant to which Taylor Capital will merge with and into MB Financial, and the approval of the issuance of MB Financial common stock to Taylor Capital stockholders in connection with the merger (which we refer to as the “MB Financial merger proposal”);

•	a proposal to adjourn the MB Financial special meeting, if necessary or appropriate, to solicit additional proxies in favor of the MB Financial merger proposal (which we refer to as the “MB Financial adjournment proposal”); and

•	any other business that may properly come before the MB Financial special meeting or any adjournment or postponement of the MB Financial special meeting.

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•	Date:    ______, _______, 2013

•	Time:     __:__ _.m., local time

•	Place:     Taylor Capital Executive Offices – Ninth Floor

•	the adoption of the Agreement and Plan of Merger, dated as of July 14, 2013, by and between MB Financial, Inc. and Taylor Capital, pursuant to which Taylor Capital will merge with and into MB Financial (which we refer to as the “Taylor Capital merger proposal”);

•	a proposal to adjourn the Taylor Capital special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Taylor Capital merger proposal (which we refer to as the “Taylor Capital adjournment proposal”);

•	the approval, on an advisory (non-binding) basis, of the compensation of certain executive officers of Taylor Capital in connection with the merger (which we refer to as the “Taylor Capital compensation proposal”); and

•	any other business that may be properly come before the Taylor Capital special meeting or any adjournment or postponement of the Taylor Capital special meeting.

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•	actual or anticipated quarterly fluctuations in MB Financial’s operating and financial results;

•	developments related to proceedings or litigation that involve MB Financial;

•	changes in financial estimates and recommendations by financial analysts about MB Financial, its competitors or the financial services industry;

•	failure of MB Financial’s results of operations to meet expectations of financial analysts;

•	additions or departures of executive officers and other key management personnel;

•	dispositions, acquisitions and financings;

•	fluctuations in the stock prices and operating results of MB Financial’s competitors;

•	regulatory developments; and

•	other developments related to the financial services industry.

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•	expected revenues, cost savings, synergies and other benefits from the merger might not be realized within the expected time frames or at all, and costs or difficulties relating to integration matters, including, but not limited to, customer and employee retention, might be greater than expected;

•	the requisite stockholder and regulatory approvals for the merger might not be obtained;

•	the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, which could necessitate additional provisions for loan losses;

•	results of examinations by regulatory authorities, including the possibility that any such regulatory authorities may, among other things, require increases in the allowance for loan losses or write-downs of assets;

•	competitive pressures among depository institutions;

•	interest rate movements and their impact on customer behavior and net interest margin;

•	the impact of repricing and competitors’ pricing initiatives on loan and deposit products;

•	fluctuations in real estate values;

•	changes in both companies’ businesses during the period between now and the completion of the merger may have adverse impacts on the combined company;

•	the ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place;

•	MB Financial’s ability to realize the residual values of its direct finance, leveraged and operating leases;

•	the ability to access cost-effective funding;

•	changes in financial markets;

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•	changes in economic conditions in general and in the Chicago metropolitan area in particular;

•	the costs, effects and outcomes of litigation;

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new legislation or regulatory changes, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act and the implementation of the Basel III capital standards, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws or interpretations thereof by taxing authorities;

•	changes in accounting principles, policies or guidelines;

•	future acquisitions by MB Financial of other depository institutions or lines of business; and

•	future goodwill impairment due to changes in MB Financial’s business, changes in market conditions, or other factors.

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(1)	In 2010, MB Financial completed two FDIC-assisted acquisitions.

(2)	In 2009, MB Financial completed four FDIC-assisted acquisitions.

(3)	Not meaningful for 2009 due to the net loss for that year.

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(1)	Ratios for the six months ended June 30, 2013 and 2012 are annualized.

(2)	Net interest margin represents net interest income from continuing operations as a percentage of average interest earning assets.

(3)

Non-performing loans include loans accounted for on a non-accrual basis and accruing loans contractually past due 90 days or more as to interest or principal.  Non-performing loans excludes purchased credit-impaired loans that were acquired as part of the Heritage, InBank, Corus, Benchmark, Broadway, and New Century FDIC-assisted transactions.  See Note 5 in the notes to consolidated financial statements contained under Item 8. Financial Statements and Supplementary Data in MB Financial’s Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

(4)

Non-performing assets include non-performing loans, other real estate owned and other repossessed assets.  Non-performing assets exclude other real estate owned that is related to the Heritage, InBank, Benchmark, Broadway, and New Century FDIC-assisted transactions.  See Note 5 in the notes to consolidated financial statements contained under Item 8. Financial Statements and Supplementary Data in MB Financial’s Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

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(1)	Ratios for the six months ended June 30, 2013 and 2012 are annualized.

(2)	Net interest margin represents net interest income as a percentage of average interest earning assets.

(3)	Non-performing loans include loans accounted for on a non-accrual basis and accruing loans contractually past due 90 days or more as to interest or principal.

(4)	Non-performing assets include non-performing loans, other real estate owned and other repossessed assets.

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•	a proposal to approve the merger agreement and the issuance of MB Financial common stock in connection with the merger (which is referred to as the “MB Financial merger proposal”); and

•	a proposal to adjourn the MB Financial special meeting, if necessary or appropriate, to solicit additional proxies in favor of the MB Financial merger proposal (which is referred to as the “MB Financial adjournment proposal”).

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•	your bank, broker or other nominee may not vote your shares on the MB Financial merger proposal, which will have the same effect as a vote “AGAINST” such proposal; and

•	your bank, broker or other nominee may not vote your shares on the MB Financial adjournment proposal, which will have no effect on the vote for such proposal.

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•	a proposal to adopt the merger agreement (which is referred to as the “Taylor Capital merger proposal”);

•	a proposal to adjourn the Taylor Capital special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Taylor Capital merger proposal (which is referred to as the “Taylor Capital adjournment proposal”); and

•	a proposal to approve, on an advisory (non-binding) basis, the compensation of certain executive officers of Taylor Capital in connection with the merger (which is referred to as the “Taylor Capital compensation proposal”).

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•	your bank, broker or other nominee may not vote your shares on the Taylor Capital merger proposal, which will have the same effect as a vote “AGAINST” such proposal; and

•	your bank, broker or other nominee may not vote your shares on the Taylor Capital adjournment proposal or the Taylor Capital compensation proposal, which will have no effect on the vote for either of these proposals.

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its knowledge of MB Financial’s business, operations, financial condition, earnings and prospects and of Taylor Capital’s business, operations, financial condition, earnings and prospects, taking into account the results of MB Financial’s due diligence review of Taylor Capital, including MB Financial’s assessments of Taylor Capital’s credit policies, asset quality, adequacy of loan loss reserves, compliance program, interest rate risk and litigation;

•

the board’s understanding of the current and prospective environment in which MB Financial and Taylor Capital operate, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, the competitive environment for financial institutions generally, and the likely effect of these factors on MB Financial both with and without the proposed transaction;

•	its belief that Taylor Capital’s middle-market commercial banking business would strengthen significantly MB Financial’s commercial banking business due to the complementary nature of the customer bases of the two companies, their shared lending philosophies, the additional cross-selling opportunities expected to be presented and added scale;

•	the enhancement of MB Financial’s competitive position expected to result from the merger, including the fact that the combined company is expected to have the ninth largest deposit market share in the Chicago metropolitan statistical area and the fifth largest deposit market share in Cook County, Illinois (based on data as of June 30, 2013 provided by SNL Financial);

•	the locations of Taylor Capital’s branch offices and the potential opportunity for consolidation with existing MB Financial branches;

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•	the strength of Taylor Capital’s management team and its strong roots in the Chicago area;

•	the balance sheet diversification and additional asset generating capabilities expected to be gained by Taylor Capital’s national asset-based lending business;

•	the anticipated pro forma impact of the merger on the combined company, including potential synergies, and the expected impact on financial metrics such as earnings and tangible equity per share, as well as on regulatory capital levels;

•	the expanded possibilities, including organic growth and future acquisitions, expected to be available to the combined company, given its larger size, asset base and capital position;

•	the likelihood of a successful integration of Taylor Capital’s business, operations and workforce with those of MB Financial and of successful operation of the combined company despite the challenges of such integration, and the belief that customer disruption in the transition phase would not be significant due to the complementary nature of the markets served by MB Financial and Taylor Capital;

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the financial and other terms of the merger agreement, including the fixed exchange ratio for the stock portion of the base merger consideration and the fixed per share amount for the cash portion of the base merger consideration, the additional merger consideration that might become payable in connection with a sale of Taylor Capital’s mortgage banking business, tax treatment and mutual deal protection and termination fee provisions, which the MB Financial board reviewed with its outside financial and legal advisors;

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the written opinion of J.P. Morgan, MB Financial’s financial advisor, dated as of July 14, 2013, delivered to the MB Financial board of directors to the effect that, as of that date, and subject to and based on the various assumptions, considerations, qualifications and limitations set forth in the opinion, the base merger consideration payable by MB Financial in the merger was fair, from a financial point of view, to MB Financial; and

•	the interests of Taylor Capital’s directors and executive officers in the merger, in addition to their interests generally as stockholders, as described under “—Interests of Taylor Capital’s Directors and Executive Officers in the Merger.”

•	the potential risk of diverting management attention and resources from the operation of MB Financial’s business toward the completion of the merger;

•	the additional regulatory burdens MB Financial will face as a result of its post-merger consolidated assets exceeding $10 billion, including examinations by the Consumer Financial Protection Bureau, and becoming subject to debit card interchange fee restrictions;

•	the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Taylor Capital’s business, operations and workforce with those of MB Financial;

•	the risks relating to Taylor Capital’s mortgage banking business, in the event MB Financial retains that business;

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the fact that, because the stock portion of the base merger consideration consists of a fixed exchange ratio of shares of MB Financial common stock for Taylor Capital common stock and nonvoting preferred stock, there will be no reduction in the number of shares of MB Financial common stock to be issued in connection with the merger even if the price of MB Financial common stock increases prior to completion of the merger;

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•	the fact that, while MB Financial expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that necessary regulatory or stockholder approvals might not be obtained and, as a result, the merger may not be consummated;

•	the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending merger;

•	the risk and outcome of potential litigation in connection with the merger;

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the fact that: (i) the merger agreement includes a provision that would obligate MB Financial to hold a stockholders’ meeting to consider the merger agreement even if the MB Financial board of directors withdraws its favorable recommendation of the merger agreement after determining in good faith that it would more likely than not violate its fiduciary duties to continue to recommend the merger agreement; (ii) MB Financial would be prohibited from affirmatively soliciting alternative acquisition proposals after execution of the merger agreement; and (iii) MB Financial would be obligated to pay to Taylor Capital a termination fee of $20.0 million if the merger agreement is terminated under certain circumstances, all of which may discourage other parties potentially interested in a strategic transaction with MB Financial from pursuing such a transaction; and

•	the other risks described under the heading “Risk Factors.”

•	the board’s understanding of Taylor Capital’s business, operations, financial condition, asset quality, earnings, capital and prospects both as an independent organization and as a part of a combined company with MB Financial, as well as under various other alternative scenarios;

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•	the board’s understanding of MB Financial’s business, operations, financial condition, asset quality, earnings, capital and prospects, including the board’s review and discussions with Taylor Capital’s management concerning the due diligence examination of MB Financial;

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the board’s belief that the merger would result in a premier, locally-operated commercial banking franchise in the greater Chicago metropolitan area with significant national niche businesses, a diversified revenue stream, strong capital ratios, a well-balanced loan portfolio and an attractive funding base that has the potential to deliver a higher value to Taylor Capital’s stockholders than the alternatives to the merger;

•	the complementary nature of the cultures and product mix of Taylor Capital and MB Financial, including with respect to strategic focus, target markets and client service, which management believes should facilitate integration and implementation of the transaction;

•	the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital and footprint;

•	the anticipated pro forma impact of the merger on the combined company, including potential synergies, and the expected impact on financial metrics such as earnings and tangible equity per share, as well as on regulatory capital levels;

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the fact that the value of the merger consideration for holders of Taylor Capital common stock and nonvoting preferred stock at $22.20 per share as of July 12, 2013, represented a premium of approximately 24.6% over the $17.81 closing price of Taylor Capital common stock on July 12, 2013 (the last trading day prior to the execution and announcement of the merger agreement), and the board’s belief that the transaction is likely to provide substantial future value to Taylor Capital’s stockholders;

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the written opinion of Sandler O’Neill, Taylor Capital’s independent financial advisor, dated as of July 14, 2013, delivered to the Taylor Capital board of directors to the effect that, as of that date, and subject to and based on the various assumptions, considerations, qualifications and limitations set forth in the opinion, the merger consideration was fair, from a financial point of view, to Taylor Capital’s stockholders;

•	the recommendation of the Taylor Capital Transaction Committee in favor of the merger;

•	the familiarity of Taylor Capital’s management team with MB Financial’s management team and the belief of Taylor Capital’s management that the management and employees of Taylor Capital and MB Financial possess complimentary skills and expertise;

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the anticipated continued participation of certain members of Taylor Capital’s board of directors and management team in the combined company—including the appointment of current Taylor Capital directors C. Bryan Daniels and Jennifer W. Steans to the board of directors of MB Financial, the appointment of Taylor Capital’s current President and Chief Executive Officer, Mark A. Hoppe, as President, Chief Executive Officer and a director of MB Financial Bank, the appointment of Taylor Capital’s current Chairman, Bruce W. Taylor, as Vice Chairman of MB Financial Bank and the expected participation of other Taylor Capital officers in management positions of the combined company—which enhances the likelihood that the strategic benefits that Taylor Capital expects to achieve as a result of the merger will be realized and that the benefits and talents that Taylor Capital brings to the combined institution will be appropriately valued and effectively utilized;

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the board’s understanding of the current and prospective environment in which Taylor Capital and MB Financial operate, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, the competitive environment for financial institutions generally, and the likely effect of these factors on Taylor Capital both with and without the proposed transaction;

•	the availability of alternative transactions and the unlikelihood of a more favorable alternative transaction emerging;

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•	the ability of MB Financial to complete a merger transaction from a financial and regulatory perspective;

•	the equity interest in the combined company that Taylor Capital’s existing stockholders will receive in conjunction with the merger, which allows such stockholders to continue to participate in the future success of the combined company;

•	the greater market capitalization and trading liquidity of MB Financial common stock in the event that Taylor Capital stockholders desire to sell the shares of MB Financial common stock to be received by them upon completion of the merger;

•	the board’s understanding that the merger will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code, providing favorable tax consequences to Taylor Capital’s stockholders in the merger; and

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the board’s review with its independent legal advisor, Barack Ferrazzano, of the material terms of the merger agreement, including the board’s ability, under certain circumstances, to withhold, withdraw, qualify or modify its recommendation to Taylor Capital’s stockholders or terminate the merger agreement for a “superior proposal” (meaning an alternative acquisition proposal for Taylor Capital that is determined in good faith by the board of directors of Taylor Capital, after consultation with its financial advisor, to be on terms that are more favorable to the stockholders of Taylor Capital than the merger and there is a reasonable likelihood of such transaction being consummated in accordance with its terms), subject to the potential payment by Taylor Capital of a termination fee of $20.0 million to MB Financial, which the board of directors concluded, after consultation with Barack Ferrazzano and Sandler O’Neill, was reasonable in the context of termination fees in comparable transactions and in light of the overall terms of the merger agreement.

•	the potential risk of diverting management attention and resources from the operation of Taylor Capital’s business and toward the completion of the merger;

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the restrictions on the conduct of Taylor Capital’s business prior to the completion of the merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent Taylor Capital from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Taylor Capital absent the pending completion of the merger;

•	the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Taylor Capital’s business, operations and workforce with those of MB Financial;

•	the restructuring charges and other merger-related costs;

•	the fact that the interests of certain of Taylor Capital’s directors and executive officers are different from, or in addition to, the interests of Taylor Capital’s other stockholders as described under “-Interests of Taylor Capital’s Directors and Executive Officers in the Merger”;

•	the fact that, because the stock portion of the base merger consideration consists of a fixed exchange ratio of shares of MB Financial common stock to Taylor Capital common stock and nonvoting preferred stock, Taylor Capital stockholders could be adversely affected by a decrease in the trading price of MB Financial common stock during the pendency of the merger;

•	the possibility that no additional merger consideration will become payable by MB Financial;

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•	the fact that, while Taylor Capital expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that necessary regulatory or stockholder approvals might not be obtained and, as a result, the merger may not be consummated;

•	the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending merger;

•	the risk and outcome of potential litigation in connection with the merger;

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the fact that: (i) certain significant stockholders of Taylor Capital have agreed to vote their shares of Taylor Capital common stock in favor of adoption of the merger agreement; (ii) the merger agreement includes a provision that would obligate Taylor Capital to hold a stockholders’ meeting to consider the merger even if a third party makes a superior proposal for Taylor Capital unless Taylor Capital terminates the merger agreement; (iii) Taylor Capital would be prohibited from affirmatively soliciting alternative acquisition proposals after execution of the merger agreement; and (iv) Taylor Capital would be obligated to pay to MB Financial a termination fee of $20.0 million if the merger agreement is terminated under certain circumstances, all of which may discourage other parties potentially interested in a strategic transaction with Taylor Capital from pursuing such a transaction; and

•	the other risks described under the heading “Risk Factors.”

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•	reviewed a draft, dated July 13, 2013, of the merger agreement;

•	reviewed certain publicly available business and financial information concerning MB Financial and Taylor Capital and the industries in which they operate;

•	compared the financial and operating performance of MB Financial and Taylor Capital with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of MB Financial’s common stock and Taylor Capital’s common stock and certain publicly traded securities of such other companies;

•	reviewed certain internal financial analyses and forecasts prepared by or at the direction of the managements of MB Financial and Taylor Capital relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the merger; and

•	performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

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•	PrivateBancorp Inc.;

•	MB Financial, Inc.;

•	Wintrust Financial Corporation;

•	First Midwest Bancorp, Inc.;

•	First Merchants Corporation; and

•	First Busey Corporation.

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•	multiple of price to estimated earnings per share for 2014, or Price / 2014 EPS; and

•	multiple of price to tangible book value per share, or Price / TBV.

•	Valuation date: December 31, 2013 discounted to July 12, 2013

•	10-year dividend discount model

•	Discount rate: 9.0-11.0%

•	Tier 1 common target: 9.0%

•	Earnings based on forecast prepared at the direction of and agreed to by MB Financial management

•	Cost savings based on MB Financial management assumptions for Taylor Capital:

•	Estimated synergies: 30.0% based on MB Financial management forecast

•	Synergies phase-in: 50% year-1, 100% year-2 and after

•	Restructuring charge: $68 million pre-tax, $48 million after-tax; includes cost of cashing out in-the-money options, warrants, and nonvoting preferred stock

•	$5mm pre-tax annual dis-synergy in 2015 and thereafter due to Durbin Amendment

•	Cost of excess capital: 2.00% pre-tax, 1.30% post-tax

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•	FirstMerit Corporation;

•	Associated Banc-Corp;

•	PrivateBancorp Inc.;

•	Wintrust Financial Corporation;

•	First Midwest Bancorp, Inc.; and

•	Taylor Capital Group, Inc.

•	Price / 2014 EPS; and

•	Price / TBV.

•	Valuation date: December 31, 2013 discounted to July 12, 2013

•	10-year dividend discount model

•	Discount rate: 9.0-11.0%

•	Tier 1 common target: 9.0%

•	Earnings and common dividends based on I/B/E/S consensus estimates in 2013-2015 as approved by MB Financial management; Earnings extrapolated based on growth rates in 2016-2024 as approved by MB Financial management

•	Cost of excess capital: 2.00% pre-tax, 1.30% post-tax

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(1)	the merger agreement;

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(2)	certain financial statements and other historical financial information of Taylor Capital that Sandler O’Neill deemed relevant;

(3)	certain financial statements and other historical financial information of MB Financial that Sandler O’Neill deemed relevant;

(4)	internal financial projections for Taylor Capital for the years ending December 31, 2013 through 2018 as provided by and discussed with senior management of Taylor Capital;

(5)	publicly available median analyst estimates for MB Financial for the years ended December 31, 2013 and December 31, 2014 and estimated long-term growth rate for the years thereafter as discussed with senior management of MB Financial;

(6)	the pro forma financial impact of the merger on MB Financial based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies as determined by the senior management of MB Financial;

(7)	a comparison of certain financial and other information for Taylor Capital and MB Financial, including relevant stock trading information, with similar publicly available information for certain other commercial banks, the securities of which are publicly traded;

(8)	the terms and structures of other recent mergers and acquisition transactions in the commercial banking sector;

(9)	the current market environment generally and in the commercial banking sector in particular; and

(10)	such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O’Neill considered relevant.

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(1)	Based on 30,619,131 shares of common stock outstanding plus $6.3 million attributed to the value of outstanding Taylor Capital options and warrants.

(2)	Excludes Cole Taylor Mortgage’s LTM earnings of $28.6 million ($0.93 /share) and adds back restructuring charges of $9.1 million, tax-effected at 40% ($0.18 /share).

(3)	2014 EPS of $1.20 excludes Cole Taylor Mortgage earnings (assumes sale is completed by December 31, 2013).

(4)	Assumes Cole Taylor Mortgage is sold for after-tax gain of $1.00 per share or $30.6mm.

(5)	Core deposits defined as total deposits less jumbo CDs greater than $100,000 less brokered CD’s, CDARS and public time deposits.

(6)	Includes nationwide transactions since January 1, 2010 with transaction values between $200 million - $1.5 billion.

(7)	Includes Midwest transactions since January 1, 2010 with transaction values greater than $50 million.

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(1)	Excludes Cole Taylor Mortgage’s LTM earnings of $28.6 million ($0.93 /share) and adds back restructuring charges of $9.1 million, tax-effected at 40% ($0.18 /share).

(2)	2014 EPS of $1.20 excludes Cole Taylor Mortgage earnings (assumes sale is completed by December 31, 2013).

(3)	Assumes Cole Taylor Mortgage is sold for after-tax gain of $1.00 per share or $30.6 million.

(4)	Core deposits defined as total deposits less jumbo CDs greater than $100,000 less brokered CD’s, CDARS and public time deposits.

(5)	Includes Nationwide transactions since January 1, 2010 with transaction values between $200 million - $1.5 billion.

(6)	Includes Midwest transactions since January 1, 2010 with transaction values greater than $50 million.

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To the extent pre-established performance goals under the Success Plan are satisfied by Taylor Capital and/or its subsidiaries, as applicable, any employee who is otherwise eligible to participate in the Success Plan and who is employed as of January 1, 2014 by Taylor Capital or its subsidiaries or MB Financial or its subsidiaries, as applicable, will be eligible for consideration for, and payment of, a bonus under the Success Plan.

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To the extent pre-established performance goals under the Success Plan are satisfied by Taylor Capital and/or its subsidiaries, as applicable, any employee of Taylor Capital or its subsidiaries who is otherwise eligible to participate in the Success Plan but is terminated other than for cause by Taylor Capital or its subsidiaries on or before December 31, 2013, will be eligible for consideration for, and payment of, a pro rata bonus under the Success Plan based on the number of days the individual was actually employed during 2013.

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To the extent Cole Taylor Bank or MB Financial, as applicable, agrees to sell the Taylor Capital mortgage banking business prior to the award and payment of Success Plan bonuses for 2013 (or if the sale occurs prior to award and payment), the sale agreement relating to the sale must provide that Taylor Capital or MB Financial, as applicable, will fund the portion of the Success Plan allocable to the mortgage banking business for the portion of 2013 elapsed at the time of the sale (subject to satisfaction in 2013 by the mortgage banking business of the pre-established goals under the Success Plan). The sale agreement must also provide that the then current or former employees of the mortgage banking business will be eligible for consideration for, and payment of, bonuses in the same manner provided for in the two preceding bullet points as if the sale had not otherwise been completed.

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To the extent pre-established performance goals under the LTIP are satisfied by Taylor Capital and/or its subsidiaries, as applicable, any employee of Taylor Capital or its subsidiaries who is employed by MB Financial or its subsidiaries immediately following the effective time of the merger and who was eligible for consideration for and was granted an LTIP award will receive the LTIP award 100% in cash, but subject to the usual vesting schedule.

•

To the extent pre-established performance goals under the LTIP are satisfied by Taylor Capital and/or its subsidiaries, as applicable, any employee of Taylor Capital or its subsidiaries who is otherwise eligible to participate in the LTIP and is employed as of January 1, 2014 by Taylor Capital or its subsidiaries or MB Financial or its subsidiaries, as applicable, but who is terminated other than for cause by Taylor Capital or its subsidiaries prior to the effective time of the merger or identified by Taylor Capital, in consultation with MB Financial, as an employee who will not be an employee of MB Financial or its subsidiaries immediately following the effective time of the merger, will be eligible for consideration for, and the award of, an LTIP grant, and will be deemed to be fully vested as of January 1, 2014.

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To the extent pre-established performance goals under the LTIP are satisfied by Taylor Capital and/or its subsidiaries, any employee of Taylor Capital or its subsidiaries who is otherwise eligible to participate in the LTIP, but is terminated other than for cause by Taylor Capital or its subsidiaries on or before December 31, 2013, will be awarded a pro rata portion of the fully vested LTIP award applicable to the employee at “target” level adjusted for the performance of the employee, based on the number of days the individual was employed during 2013.

•

To the extent Cole Taylor Bank or MB Financial, as applicable, agrees to sell the Taylor Capital mortgage banking business prior to the determination and award of grants under the LTIP for 2013 (or if the sale occurs prior to the determination and award), the sale agreement relating to the sale will provide that Taylor Capital or MB Financial, as applicable, will fund the portion of the LTIP allocable to the mortgage banking business for the portion of 2013 elapsed at the time of the sale (subject to satisfaction in 2013 by the mortgage banking business of the pre-established goals under the LTIP). The sale agreement must also provide that the then current or former employees of the mortgage banking business will be eligible for consideration for, and award of, LTIP grants or pro rata LTIP grants, as applicable, in the same manner provided for in the three preceding bullet points as if the sale had not otherwise been completed.

•	the merger is completed on March 31, 2014;

•	Mr. Hoppe is involuntary terminated immediately prior to the effective time of the merger;

•	all of the named executive officers other than Mr. Hoppe are involuntarily terminated immediately following the effective time of the merger; and

•	all required conditions to the payment of the amounts reflected in the table have been satisfied.

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(1)

All amounts reflected in the table are attributable to double-trigger arrangements (i.e., the amounts are triggered by the merger and payment is conditioned upon the officer’s involuntary termination within a limited period of time following the merger), except for the accelerated vesting and payment in cancellation of stock options reflected in footnote 10, which is attributable to a single-trigger arrangement (i.e., the amount is triggered by the merger and payment is not conditioned upon the officer’s involuntary termination).

(2)	The merger constitutes a “change in control” for purposes of the plans and agreements reflected in the table (except for Mr. Hoppe’s new employment agreement with MB Financial, as described below).

(3)

Amounts in this column do not include bonus payments under the Success Plan for the 2013 plan year or settlement of 1/3 of the respective officer’s LTIP award for the 2013 plan year, which are both required under the merger agreement if the respective officer incurs a termination by the employer without cause prior to payment. As noted in the paragraph preceding the table, the amounts in the table are estimates based on the assumption that the merger will be completed on March 31, 2014. Taylor Capital’s normal practice is to pay bonuses under the Success Plan and settle 1/3 of the LTIP award by March 15 of the year following the year of performance. As such, bonus payments under the Success Plan for the 2013 plan year and settlement of 1/3 of the LTIP for the 2013 plan year normally would be completed by March 15, 2014. As a result, such payments would be made pursuant to the terms of the Success Plan and the LTIP, as applicable, rather than the merger agreement, and would not be considered based on or otherwise related to the merger.

(4)

The following table and related footnotes reflect the payments and benefits that Mr. Hoppe would receive pursuant to his new employment agreement with MB Financial (which agreement will become effective upon the effective time of the merger if Mr. Hoppe is employed by Taylor Capital immediately prior to the effective time of the merger) if Mr. Hoppe incurred an involuntary termination immediately following the effective time of the merger:

(a)	See footnote 3.

(b)

Amount reflects: (i) $2,450,000—24 monthly cash severance payments, each equal to one-twelfth of annual base salary plus target annual cash bonus, due to Mr. Hoppe under his new employment agreement with MB Financial if Mr. Hoppe incurs an involuntary termination; and (ii) $466,620—cash settlement of Mr. Hoppe’s unvested LTIP award for the 2013 plan year, to be granted in 2014, which is required under the merger agreement in the event of a termination by the employer without cause prior to settlement. The 24 monthly severance payments described in this footnote would be due as a result of Mr. Hoppe’s involuntary termination of employment irrespective of the occurrence of a change in control.

(c)

Amount reflects the following due to Mr. Hoppe upon his involuntary termination pursuant to the terms of his new employment agreement with MB Financial: (i) $645,196—accelerated vesting of the restricted cash payment received by Mr. Hoppe in accordance with the merger agreement in exchange for 29,168 outstanding shares of Taylor Capital restricted stock held by Mr. Hoppe immediately prior to the effective time of the merger; and (ii) $1,250,000—accelerated vesting of the Effective Date Award. The accelerated vesting described in this

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(d)	Amount reflects 18 monthly payments, each equal to 150% of the monthly premium paid by Mr. Hoppe for COBRA coverage, payable to Mr. Hoppe upon his involuntary termination pursuant to the terms of his new employment agreement with MB Financial. These payments would be due as a result of Mr. Hoppe’s involuntary termination of employment irrespective of the occurrence of a change in control.

(5)

Amount reflects the following due to Mr. Hoppe under his current employment agreement with Taylor Capital if his employment is terminated by the employer other than for cause or by him for good reason within 180 days prior to or two years following a change in control: (i) $2,081,250—an incremental lump sum severance payment equal to one and one-half times the sum of his base salary plus average annual bonus; (ii) $466,620—settlement of Mr. Hoppe’s unvested LTIP award for the 2013 plan year, to be granted in 2014; (iii) $129,167—settlement of the cash portion of Mr. Hoppe’s unvested retention award granted in November 2012; and (iv) $105,469—settlement of the cash portion of Mr. Hoppe’s unvested LTIP award granted in February 2013. The amount shown does not reflect any additional amounts Mr. Hoppe may be owed under his current employment agreement as a result of termination of employment irrespective of the occurrence of the merger because these amounts are not considered based on or otherwise related to the merger. However, such additional amounts would be paid in a lump sum in the event of a termination following the merger and in 18 monthly installments if no change in control had occurred. These additional amounts are described under the heading “—Mark A. Hoppe’s Current Executive Employment Agreement with Taylor Capital.”

(6)

Amount reflects accelerated vesting of 29,168 outstanding shares of Taylor Capital restricted stock held by Mr. Hoppe immediately prior to effective time of the merger, with such vesting pursuant to his current employment agreement with Taylor Capital if his employment is terminated by the employer other than for cause or by him for good reason within 180 days prior to or two years following a change in control.

(7)

Amount reflects the following due to Mr. Hoppe under his current employment agreement with Taylor Capital if his employment is terminated by the employer other than for cause or by him for good reason within 180 days prior to or two years following a change in control: (i) $40,000—up to six months of employer-arranged and paid outplacement assistance benefits (capped at $40,000 per year); (ii) $90,000—three years of employer-paid club dues (capped at $30,000 per year); (iii) $54,000—three years of employer-paid automobile expenses (capped at $18,000 per year); and (iv) $12,000—three years of discounted wealth management services (with the value of the discount capped at $4,000 per year). The amount shown does not reflect any continued health care benefits and certain employer-arranged and paid outplacement assistance benefits Mr. Hoppe may be owed under his employment agreement as a result of termination of employment irrespective of the occurrence of the merger because these benefits are not considered based on or otherwise related to the merger. These benefits are described under the heading “—Mark A. Hoppe’s Current Executive Employment Agreement with Taylor Capital.”

(8)	Amount reflects a tax gross-up payment to which Mr. Hoppe is entitled under his current employment agreement with Taylor Capital in the event that he is subject to excise taxes under Section 280G of the Internal Revenue Code in connection with payments that are contingent upon a change in control.

(9)

Amount reflects: (i) $870,000 for Mr. Conte, $500,000 for Mr. Newman, and $880,000 for Mr. Sharkey-an incremental lump sum severance payment (the Change in Control Plan provides for a lump sum severance payment equal to two times Mr. Conte’s and Mr. Sharkey’s annual base salary plus annual bonus, payable upon the officer’s termination by the employer without cause or termination by the officer for good reason within two years following a change in control, and one and one-half times Mr. Newman’s annual base salary plus annual bonus, payable upon the officer’s termination by the employer without cause or termination by the officer for good reason within one year following a change in control; the Executive Severance Plan provides for a lump sum severance payment equal to 12 months of annual base salary to each of Messrs. Conte, Newman, and Sharkey upon the officer’s involuntary termination other than for cause and due to the elimination of the officer’s position, a reduction in force, a facility closing, or a reorganization; the amount in this clause (i) shows the difference between the amount due under the Change in Control Plan and the Executive Severance Plan so as not to reflect amounts owed as a result of termination of employment irrespective of the occurrence of the merger because such amounts are not considered based on or otherwise related to the merger); (ii) $217,478 for Mr. Conte, $199,980 for Mr. Newman and $219,978 for Mr. Sharkey-settlement of the respective officer’s unvested LTIP award for the 2013 plan year, to be granted in 2014, which is required under the merger agreement in the event of a termination by the employer without cause prior to settlement; (iii) $35,000-settlement of the cash portion of Mr. Conte’s unvested retention award granted in November 2012, pursuant to the 2011 Plan; and (iv) $80,833 for Mr. Conte, $78,333 for Mr. Newman and $51,487 for Mr. Sharkey-settlement of the cash portion of the respective officer’s LTIP award granted in February 2013, pursuant to the 2011 Plan.

(10)

Amount reflects: (i) $141,015—accelerated vesting and payment in cancellation of 6,375 in-the-money stock options held by Mr. Conte immediately prior to the effective time of the merger, in accordance with the merger agreement; and (ii) $428,221—accelerated vesting of the restricted cash payment received by Mr. Conte in accordance with the merger agreement in exchange for 19,359 outstanding shares of Taylor Capital restricted stock held by him immediately prior to effective time of the merger, with accelerated vesting pursuant to the 2002 Plan due to a termination without cause

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(11)

No amount is reflected because the officer would be entitled to no perquisites and benefits under the Change in Control Plan (as such perquisites and benefits are described under the heading “-Taylor Capital Group, Inc. Senior Officer Change in Control Severance Plan”) above and beyond those to which the officer would be entitled under the Executive Severance Plan (as such perquisites and benefits are described under the heading “-Taylor Capital Group, Inc. and Cole Taylor Bank Executive Severance Plan”); as such, no perquisites and benefits are considered based on or otherwise related to the merger.

(12)

Amount reflects: (i) $343,461—an incremental lump sum severance payment due to Mr. Taylor under his employment agreement if his employment is terminated by the employer other than for cause or by him for good reason within 60 days prior to or two years following a change in control, which payment is equal to one-half times the sum of his base salary plus average annual bonus; (ii) $309,969—settlement of Mr. Taylor’s unvested LTIP award for the 2013 plan year, to be granted in 2014, which is required under the merger agreement in the event of a termination by the employer without cause prior to settlement; (iii) $45,000—settlement of the cash portion of Mr. Taylor’s unvested retention award granted in November 2012, pursuant to the 2011 Plan; and (iv) $41,089—settlement of the cash portion of Mr. Taylor’s unvested LTIP award granted in February 2013, pursuant to the 2011 Plan. The amount shown does not reflect any additional amounts Mr. Taylor may be owed under his employment agreement as a result of termination of employment irrespective of the occurrence of the merger because these amounts are not considered based on or otherwise related to the merger. However, such additional amounts would be paid in a lump sum in the event of a termination following the merger and in 18 monthly installments if no change in control had occurred. These additional amounts are described under the heading “—Bruce W. Taylor Executive Employment Agreement with Taylor Capital.”

(13)

Amount reflects accelerated vesting of the restricted cash payment received by Mr. Taylor in accordance with the merger agreement in exchange for 11,416 outstanding shares of Taylor Capital restricted stock held by him immediately prior to the effective time of the merger, with accelerated vesting pursuant to the 2002 Plan due to a termination without cause within 12 months following a change in control and pursuant to the 2011 Plan due to a termination without cause within 24 months following a change in control.

(14)

The amount shown does not reflect any continued health care benefits Mr. Taylor may be owed under his employment agreement as a result of termination of employment irrespective of the occurrence of the merger because these benefits are not considered based on or otherwise related to the merger. These benefits are described under the heading “‑‑Bruce W. Taylor Executive Employment Agreement with Taylor Capital.”

(15)	Amount reflects a tax gross-up payment to which Mr. Taylor is entitled under his employment agreement (which payment is capped at $350,000) in the event that he is subject to excise taxes under Section 280G of the Internal Revenue Code in connection with payments that are contingent upon a change in control.

(16)

Amount reflects accelerated vesting of the restricted cash payment received by Mr. Newman in accordance with the merger agreement in exchange for 4,532 outstanding shares of Taylor Capital restricted stock held by him immediately prior to the effective time of the merger, with accelerated vesting pursuant to the 2002 Plan due to a termination without cause within 12 months following a change in control and pursuant to the 2011 Plan due to a termination without cause within 24 months following a change in control.

(17)

Amount reflects accelerated vesting of the restricted cash payment received by Mr. Sharkey in accordance with the merger agreement in exchange for 24,473 outstanding shares of Taylor Capital restricted stock held by him immediately prior to the effective time of the merger, with accelerated vesting pursuant to the 2002 Plan due to a termination without cause within 12 months following a change in control and pursuant to the 2011 Plan due to a termination without cause within 24 months following a change in control.

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•	definitive transaction documents relating to the sale must be entered into by December 31, 2013 and the transaction must be consummated by July 31, 2014;

•

prior to entering into definitive transaction documents, MB Financial must approve them along with an insurance policy obtained by and for the benefit of Taylor Capital and its subsidiaries that provides full protection (subject to the deductible amount assumed by the buyer of the mortgage banking business) of any post-consummation date claim or demand against Taylor Capital or any of its subsidiaries under the definitive transaction documents for indemnification, based upon a breach of any representation, warranty or covenant (other than due authorization and title to assets), or otherwise, but specifically excluding fraud;

•	the sale must include all or substantially all of the assets and properties of the mortgage banking business;

•	the buyer must be a financially responsible party who possesses sufficient equity capital and liquidity to satisfy all of its obligations under the definitive transaction documents, including payment and

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the buyer must assume the following obligations exclusively relating to the mortgage banking business: (a) all of the loan production and servicing obligations relating to the post-closing period, (b) all mortgage loan commitment and pipeline liabilities and obligations, (c) all or substantially all of the employees at their current compensation and benefit levels including existing contractual obligations, (d) all real estate, equipment and personal property leases, (e) assignable software licenses and (f) vendor, maintenance and service provider contracts; and

•	the definitive transaction documents must provide that there will not be any purchase price holdback, escrows or deferrals.

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•	corporate matters, including due organization and qualification and subsidiaries;

•	capitalization;

•	authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

•	required governmental and other regulatory filings and consents and approvals in connection with the merger and the bank merger;

•	reports to regulatory authorities;

•	financial statements, internal controls, books and records, and absence of undisclosed liabilities;

•	broker’s fees payable in connection with the merger;

•	the absence of certain changes or events;

•	legal proceedings;

•	tax matters;

•	employee benefit matters;

•	SEC reports;

•	compliance with applicable laws;

•	certain contracts;

•	absence of agreements with regulatory authorities;

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•	derivative instruments and transactions;

•	environmental matters;

•	investment securities;

•	real property;

•	intellectual property;

•	related party transactions;

•	inapplicability of takeover statutes;

•	absence of action or circumstance that would prevent the merger or the bank merger from qualifying as a reorganization under Section 368(a) of the Internal Revenue Code;

•	the accuracy of information supplied for inclusion in this joint proxy statement/prospectus and other documents;

•	loan matters; and

•	insurance matters.

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•	other than short-term borrowings in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Taylor Capital or any of its wholly-owned subsidiaries to Taylor Capital or any of its subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;

•	adjust, split, combine or reclassify any capital stock other than to provide for the adequate capitalization of any subsidiaries of Taylor Capital;

•

make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except for (A) dividends paid by any of the subsidiaries of Taylor Capital to Taylor Capital or another wholly-owned subsidiary of Taylor Capital, (B) dividends paid on Taylor Capital Series A preferred stock or Series B preferred stock or by any of the subsidiaries of Taylor Capital to Taylor Capital or another wholly-owned subsidiary of Taylor Capital, (C) regular distributions on Taylor Capital’s trust preferred securities, (D) the acceptance of shares of Taylor Capital common stock as payment for the exercise price of stock options or warrants or for withholding taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case in accordance with past practice and the terms of the applicable award agreements or (E) any repurchase or redemption, in whole or in part, of Taylor Capital Series B preferred stock without the payment of any premium or penalty;

•	grant any stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock;

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•

issue, sell or otherwise permit to become outstanding any additional shares of capital stock or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock, except pursuant to the exercise of stock options or warrants or the settlement of equity compensation awards outstanding as of the date of the merger agreement in accordance with their terms or as otherwise permitted by the merger agreement or the issuance of ownership interests in Cole Taylor Mortgage LLC to Cole Taylor Bank and any transfer and disposition of such ownership interests;

•

sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets in excess of $1.0 million to any individual, corporation or other entity other than a wholly-owned subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business or pursuant to contracts or agreements in force at the date of the merger agreement;

•

except for any transactions in the normal and usual operation of its business in the ordinary course of business or pursuant to contracts or agreements in force at the date of the merger agreement or permitted by the merger agreement, make any acquisition or investment in excess of $1.0 million either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity by asset purchase, merger or otherwise;

•

terminate (except as a result of the passage of time in accordance with its terms), materially amend, renew, extend, or waive any material provision of, certain Taylor Capital contracts or leases providing for payments during their terms in excess of $1.0 million, or make any change in any instrument or agreement governing the terms of any of its securities, or enter into certain types of contracts, except as disclosed to MB Financial;

•

subject to certain exceptions, including as required under applicable law or the terms of any benefit plans existing as of the date of the merger agreement, (i) enter into, adopt, terminate or amend any benefit plan, (ii) materially increase the compensation or benefits payable to any current or former employee, officer, director or consultant (other than in connection with a promotion or change in responsibilities), (iii) pay or award, or commit to pay or award, any bonuses, incentive compensation or deferred compensation except incentive compensation for calendar year 2013 as disclosed to MB Financial payable in calendar year 2014 consistent with past practice, provided that Taylor Capital may continue to pay commissions, and other similar payments, whether payable on a transactional, monthly, quarterly or other periodic basis, consistent with past practices, pursuant to Taylor Capital benefit plans existing as of the date of the merger agreement, (iv) grant or accelerate the vesting of any equity-based awards or other compensation or (v) fund any rabbi trust or similar arrangement;

•	settle any material claim, suit, action or proceeding, except any settlement of a claim, suit, action or proceeding that is settled in an amount not in excess of $500,000 individually or $1,000,000 in the aggregate and that would not impose any material restriction on the business of it or its subsidiaries or the combined company;

•	take any action or knowingly fail to take any action where such action or failure to act would reasonably be expected to prevent the merger or the bank merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

•	amend its certificate of incorporation, its bylaws or comparable governing documents of its subsidiaries;

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materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise (except as a result of maturities, redemptions or repurchases of investments and the reinvestment of the proceeds resulting therefrom in accordance with Taylor Capital’s investment policy), or the manner in which the portfolio is classified or reported or purchase any security rated below investment grade;

•	take any action that is intended or expected to result in any of its representations and warranties in the merger agreement being or becoming untrue in any material respect, or in any of the conditions to the merger not being satisfied or in a violation of any provision of the merger agreement, except as may be required by applicable law;

•	implement or adopt any change in its accounting principles, practices or methods, other than as required by GAAP;

•	enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies, except as required by applicable law, regulation or policies imposed by any governmental entity;

•	other than in the ordinary course of business consistent with past practice, make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling or servicing loans or (ii) its hedging practices and policies, in each case except as required by law or requested by a regulatory agency;

•	acquire or sell any servicing rights, except the acquisition of mortgage servicing rights in the ordinary course of business consistent with past practices, provided in no event may the mortgage services rights of Taylor Capital and its subsidiaries at any time exceed $200 million for financial reporting purposes;

•	without previously providing MB Financial the loan write-up of the loan committee, in the ordinary course of business at the same time distributed internally before loan approval, approve any loan or issue a commitment (or renew or extend an existing commitment) that requires approval by the loan committee or the board of directors of Cole Taylor Bank;

•

make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility of it or its subsidiaries, other than as contemplated as of the date of the merger agreement with respect to the mortgage division of Cole Taylor Bank, the asset-based lending division of Cole Taylor Bank or the equipment financing subsidiary of Cole Taylor Bank;

•	except for emergency repairs and replacements or as a result of events of casualty, make any capital expenditures other than capital expenditures in the ordinary course of business in amounts not exceeding $400,000 individually or $1,000,000 in the aggregate; or

•	agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the foregoing.

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•	adjust, split, combine or reclassify any capital stock;

•	make, declare or pay any dividend, or make any other distribution on, its capital stock, except for (A) regular quarterly dividends on MB Financial common stock not to exceed $0.15 per share, (B) dividends paid by any subsidiary of MB Financial to MB Financial or another wholly-owned subsidiary, or (C) regular distributions on MB Financial’s outstanding trust preferred securities;

•	take any action or knowingly fail to take any action where such action or failure to act would reasonably be expected to prevent the merger or the bank merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

•

except for the amendment to MB Financial’s charter to increase the number of authorized shares of common stock and preferred stock to 100,000,000 and 10,000,000, respectively, and the articles supplementary to MB Financial’s charter setting forth the terms of the MB Financial Series A preferred stock (and, if necessary, the terms of the MB Financial Series B preferred stock), amend its charter, its bylaws or the comparable governing documents of any of its subsidiaries;

•	take any action that is intended or expected to result in any of its representations and warranties being or becoming untrue in any material respect, or in any of the conditions to the merger not being satisfied or in a violation of any provision of the merger agreement, except as may be required by applicable law;

•	take any action that would reasonably be likely to materially delay the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part;

•	implement or adopt any change in its accounting principles, practices or methods, other than as required by GAAP; or

•	agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the foregoing.

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waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the covered employees under any welfare benefit plans that such employees may be eligible to participate in after the merger closing date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the merger closing date under any welfare plan maintained for the covered employees immediately prior to the merger closing date; and

•	provide each covered employee with credit for any co-payments and deductibles paid in the plan year in which the merger closing date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which employees are eligible to participate after the merger closing date.

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•	the approval of the MB Financial merger proposal by MB Financial’s stockholders and the approval of the Taylor Capital merger proposal by Taylor Capital’s stockholders;

•	the authorization for listing on the NASDAQ Global Select Market, subject to official notice of issuance, of the shares of MB Financial common stock and MB Financial Series A preferred stock to be issued in connection with the merger;

•

the receipt of necessary regulatory approvals, including from the Federal Reserve Board and the Office of the Comptroller of the Currency and other approvals necessary to consummate the transactions contemplated by the merger agreement, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the combined company, and the expiration of all statutory waiting periods in respect thereof, without the imposition of any condition or restriction that would reasonably be expected to have a material adverse effect on, or materially and adversely affect the economic benefits to be realized by, MB Financial (as the surviving corporation of the merger) and its subsidiaries, taken as a whole, after giving effect to the merger;

•	the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, and the absence of any stop order (or proceedings for that purpose initiated or threatened and not withdrawn);

•	the absence of any order, injunction, or decree by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the other transactions contemplated by the merger agreement, and the absence of any statute, rule, regulation, order, injunction or decree that prohibits or makes illegal consummation of the merger;

•	the accuracy, in accordance with applicable standards for materiality, of the representations and warranties of the other party contained in the merger agreement and the receipt by each party of an officers’ certificate from the other party to that effect;

•	the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement and the receipt by each party of an officers’ certificate from the other party to that effect;

•	receipt by such party of an opinion of its legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; and

•	as an additional condition to MB Financial’s obligation to complete the merger, the shares of Taylor Capital common stock and Taylor Capital nonvoting preferred stock whose holders have perfected appraisal rights under Delaware law represent less than nine percent of the total number of outstanding shares of Taylor Capital common stock and Taylor Capital nonvoting preferred stock.

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•	by mutual consent of MB Financial and Taylor Capital, if the board of directors of each so determines by a vote of a majority of the members of its entire board;

•

by either MB Financial or Taylor Capital if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger and such denial has become final and non-appealable or any governmental entity of competent jurisdiction has issued a final non-appealable order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;

•

by either MB Financial or Taylor Capital if (1) the merger has not been completed on or before June 30, 2014 (which we refer to as the “termination date”), unless the failure of the merger to be completed by that date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement, (2) the Taylor Capital special meeting has concluded without the approval of the Taylor Capital merger proposal or (3) the MB Financial special meeting has concluded without the approval of the MB Financial merger proposal;

•

by either MB Financial or Taylor Capital (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if there is a breach of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of the other party which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is to be completed, the failure of a closing condition of the terminating party and which is not cured within 45 days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

•

by Taylor Capital, if (1) the board of directors of MB Financial fails to recommend in this joint proxy statement/prospectus that the stockholders of MB Financial approve the MB Financial merger proposal, or withdraws, modifies or qualifies such recommendation in a manner adverse to Taylor Capital, or resolves to do so, or fails to reaffirm such recommendation within two business days after Taylor Capital requests in writing that such action be taken, or (2) MB Financial materially breaches certain obligations, including with respect to the non-solicitation of alternative acquisition proposals or calling a meeting of MB Financial stockholders and recommending that they approve the MB Financial merger proposal;

•

by MB Financial, if (1) the board of directors of Taylor Capital fails to recommend in this joint proxy statement/prospectus that the stockholders of Taylor Capital approve the Taylor Capital merger proposal, or withdraws, modifies or qualifies such recommendation in a manner adverse to MB Financial, or resolves to do so, or fails to reaffirm such recommendation within two business days after MB Financial requests in writing that such action be taken, (2) the board of directors of Taylor Capital (A) recommends or endorses an alternative acquisition proposal, or (B) fails to issue a press release announcing its opposition to a publicly announced alternative acquisition proposal within five business days after receiving a written request from MB Financial to do so, or (3) Taylor Capital materially breaches certain obligations, including with respect to the non-solicitation of alternative acquisition proposals or calling a meeting of its stockholders and recommending that they approve the Taylor Capital merger proposal; or

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by Taylor Capital, if Taylor Capital receives a superior proposal, provided that Taylor Capital (1) has not breached in any material respect certain obligations, including with respect to the non-solicitation of alternative acquisition proposals or calling a meeting of its stockholders and recommending that they approve the Taylor Capital merger proposal, (2) subsequent to delivering notice of termination to MB Financial, intends to enter into a letter of intent, acquisition agreement or similar agreement relating to the superior proposal and (3) has provided MB Financial at least five days prior written notice advising MB Financial that the board of directors of Taylor Capital is prepared to accept the superior proposal and has given MB Financial an opportunity to amend the merger agreement in a manner that would enable Taylor Capital’s board of directors to proceed with the merger. A “superior proposal” means an alternative acquisition proposal for Taylor Capital that is determined in good faith by the board of directors of Taylor Capital, after consultation with its financial advisor, to be on terms that are more favorable to the stockholders of Taylor Capital than the merger and that there is a reasonable likelihood of such transaction being consummated in accordance with its terms.

•

If the merger agreement is terminated by MB Financial due to (1) the board of directors of Taylor Capital having failed to recommend in this joint proxy statement/prospectus that the stockholders of Taylor Capital approve the Taylor Capital merger proposal, or withdrawn, modified or qualified such recommendation in a manner adverse to MB Financial, or resolved to do so, or failed to reaffirm such recommendation within two business days after MB Financial requested in writing that such action be taken, (2) the board of directors of Taylor Capital having (A) recommended or endorsed an alternative acquisition proposal, or (B) failed to issue a press release announcing its opposition to a publicly announced alternative acquisition proposal within five business days after a written request from MB Financial to do so, or (3) Taylor Capital having materially breached certain obligations, including with respect to the non-solicitation of alternative acquisition proposals or calling a meeting of its stockholders and recommending that they approve the Taylor Capital merger proposal.

•

If the merger agreement is terminated (1) by either MB Financial or Taylor Capital due to the Taylor Capital special meeting having concluded without the approval of the Taylor Capital merger proposal or (2) by MB Financial due to a breach by Taylor Capital of any of its covenants or agreements or any of its representations or warranties set forth in the merger agreement which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is to be completed, the failure of a closing condition of MB Financial and which was not cured within 45 days following written notice to Taylor Capital, or by its nature or timing could not be cured during such period (or such fewer days as remain prior to the termination date), and if (A) prior to such termination, an alternative acquisition proposal for Taylor Capital is presented or made known to the board of directors of Taylor Capital or made directly to the stockholders of Taylor Capital generally or publicly announced and (B) within 12 months after such termination, Taylor Capital enters into a definitive agreement with respect to any alternative acquisition proposal or consummates any alternative

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•	If the merger agreement is terminated by Taylor Capital following its receipt of a superior proposal, as described in the last bullet point under “—Termination of the Merger Agreement.”

•

If the merger agreement is terminated by Taylor Capital due to (1) the board of directors of MB Financial having failed to recommend in this joint proxy statement/prospectus that the stockholders of MB Financial approve the MB Financial merger proposal, or withdrawn, modified or qualified such recommendation in a manner adverse to Taylor Capital, or resolved to do so, or failed to reaffirm such recommendation within two business days after MB Financial requested in writing that such action be taken, or (2) MB Financial having materially breached certain obligations, including with respect to the non-solicitation of alternative acquisition proposals or calling a meeting of its stockholders and recommending that they approve the MB Financial merger proposal.

•

If the merger agreement is terminated (1) by either MB Financial or Taylor Capital due to the MB Financial special meeting having concluded without the approval of the MB Financial merger proposal or (2) by Taylor Capital due to a breach by MB Financial of any of its covenants or agreements or any of its representations or warranties set forth in the merger agreement which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is to be completed, the failure of a closing condition of Taylor Capital and which was not cured within 45 days following written notice to MB Financial, or by its nature or timing could not be cured during such period (or such fewer days as remain prior to the termination date), and if (A) prior to such termination, an alternative acquisition proposal for MB Financial is presented or made known to the board of directors of MB Financial or made directly to the stockholders of MB Financial generally or publicly announced and (B) within 12 months after such termination, MB Financial enters into a definitive agreement with respect to any alternative acquisition proposal or consummates any alternative acquisition proposal.

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so long as the MB Financial board of directors or Taylor Capital board of directors, as applicable, maintains its recommendation that stockholders vote in favor of the merger agreement, to vote, or cause to be voted, in favor of approval of the MB Financial merger proposal or the Taylor Capital merger proposal, as applicable, all shares of MB Financial common stock or Taylor Capital common stock, as applicable, over which he or she, or a member of his or her immediate family (meaning any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and including adoptive relationships) has, directly or indirectly, sole or shared voting power as of the voting record date for the MB Financial special meeting or Taylor Capital special meeting, as applicable, using reasonable efforts to cause shares beneficially held by immediately family members to be so voted; and

•

not to sell, transfer or otherwise dispose of shares of MB Financial common stock or Taylor Capital common stock, as applicable, representing more than 25% of the shares of MB Financial common stock or Taylor Capital common stock, as applicable, he or she beneficially held as of the date of the voting and support agreement until after stockholder approval of the MB Financial merger proposal or Taylor Capital merger proposal, as applicable, excluding (i) dispositions of shares in connection with the exercise of stock options and warrants in order to pay the exercise price or to satisfy tax withholding obligations in connection with the exercise of stock options or the vesting of equity awards, which dispositions may be made without regard to the 25% limitation referred to above, and (ii) transfers to a lineal descendant or his or her spouse, or to a trust or other entity for the benefit of one or more of the foregoing persons, which transfers may be made without regard to the 25% limitation referred to above, provided that the transferee agrees in writing to be bound by the terms of the voting and support agreement.

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•	changes in the trading price for MB Financial’s common stock;

•	capital used or generated in Taylor Capital’s operations between the signing of the merger agreement and completion of the merger;

•	changes in the fair values of Taylor Capital’s assets and liabilities;

•	other changes in Taylor Capital’s net assets that occur prior to the completion of the merger, which could cause material changes in the information presented below; and

•	the actual financial results of the combined company.

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•	financial institutions;

•	S corporations or other pass-through entities, or investors in pass-through entities;

•	persons who are subject to alternative minimum tax;

•	insurance companies;

•	tax-exempt organizations;

•	dealers in securities or currencies;

•	traders in securities that elect to use a mark-to-market method of accounting;

•	persons that hold Taylor Capital common stock as part of a straddle, hedge, constructive sale, conversion or other integrated transaction;

•	regulated investment companies;

•	real estate investment trusts;

•	persons whose “functional currency” is not the U.S. dollar;

•	persons who are not U.S. holders; and

•	holders who acquired their shares of Taylor Capital common stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation.

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•	no gain or loss will be recognized by MB Financial or Taylor Capital as a result of the merger;

•	gain (but not loss) will be recognized by U.S. holders of Taylor Capital common stock who receive shares of MB Financial common stock and cash in exchange for shares of Taylor Capital common

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•

the aggregate basis of the MB Financial common stock received by a U.S. holder of Taylor Capital common stock in the merger (including fractional shares of MB Financial common stock deemed received and redeemed as described below) will be the same as the aggregate basis of the Taylor Capital common stock for which it is exchanged, decreased by the amount of cash received in the merger (other than cash received instead of a fractional share of MB Financial common stock, but including any cash received as additional merger consideration), and increased by the amount of gain recognized on the exchange, other than with respect to cash received instead of a fractional share in MB Financial common stock (regardless of whether such gain is classified as capital gain or as dividend income, as discussed below under “—Potential Recharacterization of Gain as a Dividend”); and

•	the holding period of MB Financial common stock received in exchange for shares of Taylor Capital common stock (including fractional shares of MB Financial common stock deemed received and redeemed as described below) will include the holding period of the Taylor Capital common stock for which it is exchanged.

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(1)

With respect to the directors and executive officers, includes shares held directly, in retirement accounts, 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 reflects the holdings of shares by certain of the executive officers through their accounts under MB Financial’s 401(k) profit sharing plan and the holdings by directors and executive officers through MB Financial’s stock deferred compensation plan. In addition, includes shares subject to options which are currently exercisable or which will become exercisable within 60 days of September 30, 2013, as follows: Mr. Bolger – 56,448 shares; Ms. Bouman – 51,899 shares; Mr. Feiger – 337,593 shares; Mr. Gries – 2,550 shares; Mr. Hallene – 36,439 shares; Mr. Heckler – 39,249 shares; Mr. Holmstrom – 61,034 shares; Ms. May – 17,353 shares; Mr. Wildman – 43,281 shares; Ms. York – 127,958 shares; and all directors and executive officers as a group – 1,811,720 shares. Also includes 6,691 shares underlying director stock units held by Mr. Gries.

(2)

As reported by Columbia Wanger Asset Management, LLC (“Columbia Wanger”) and Columbia Acorn Fund in a Schedule 13G amendment filed with the SEC on February 13, 2013. Columbia Wanger reported having sole voting power over 4,190,000 shares and sole dispositive power over all 4,572,000 shares. Columbia Acorn Fund reported having sole voting and dispositive powers over 2,860,000 shares. According to the Schedule 13G amendment, the shares reported by Columbia Wanger include the shares reported by Columbia Acorn Fund.

(3)	As reported by Dimensional Fund Advisors LP (“Dimensional”) in a Schedule 13G filed with the SEC on February 11, 2013. Dimensional reported having sole voting power over 3,504,118 shares and sole dispositive power over all 3,556,937 shares.

(4)	As reported by BlackRock, Inc. (“BlackRock”) in a Schedule 13G amendment filed with the SEC on February 8, 2013. Black Rock reported having sole voting and dispositive powers over all 3,042,673 shares.

(5)	As reported by Wellington Management Company, LLP (“Wellington”) in a Schedule 13G amendment filed with the SEC on February 14, 2013. Wellington reported having shared voting power over 2,068,727 shares and shared dispositive power over all 2,775,915 shares.

(6)	As reported by The Vanguard Group (“Vanguard”) in a Schedule 13G filed with the SEC on February 13, 2013. Vanguard reported having sole voting power over 85,739, sole dispositive power over 2,667,004 shares and shared dispositive power over 83,574 shares.

(7)	Includes 177,814 shares held with MB Financial Bank’s trust department which are pledged to secure a line of credit.

(8)	Includes 2,307 shares held with the MB Financial Bank’s trust department which may be pledged to secure a line of credit.

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(1)

Includes: (i) 197,293 shares of Taylor Capital common stock that are held in the Bruce W. Taylor Revocable Trust under agreement dated April 10, 1984; (ii) 16,253 shares of Taylor Capital common stock held in an IRA account; (iii) 3,911,426 shares of Taylor Capital common stock that are held by a Voting Trust under agreement dated 11/30/98, of which Jeffrey W. Taylor, Bruce W. Taylor and Cindy Taylor Robinson serve as trustees; (iv) 39,720 shares of Taylor Capital common stock that are held in the Bruce W. Taylor Gift Trust under agreement dated 6/10/82, of which Bruce W. Taylor and Cindy Taylor Robinson serve as co-trustees; (v) original grants for an aggregate of 21,135 shares of restricted stock of Taylor Capital of which 16,239 remain unvested; and (vi) 34,000 shares of Taylor Capital common stock that are owned by Bruce W. Taylor and Barbara Taylor as joint tenants.

(2)

Includes: (i) 3,911,426 shares of Taylor Capital common stock that are held by a Voting Trust under agreement dated 11/30/98, of which Jeffrey W. Taylor, Bruce W. Taylor and Cindy Taylor Robinson serve as trustees; (ii) 22,830 shares of Taylor Capital common stock that are held in the Jeffrey W. Taylor Gift Trust under agreement dated 6/10/82, of which Jeffrey W. Taylor and Brian Taylor serve as co-trustees; (iii) 18,440 shares of Taylor Capital common stock that are held

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(3)

Includes: (i) 2,208,784 shares of Taylor Capital common stock owned by Harrison I. Steans as trustee of the Harrison I. Steans Self-Declaration of Revocable Trust (2,192,037 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); and (ii) an original grant for an aggregate of 4,888 shares of restricted stock of Taylor Capital of which 1,222 shares remain unvested. The business address of Mr. Steans is c/o Financial Investments Corporation, 50 East Washington Street, Suite 400, Chicago, Illinois 60602.

(4)

Includes: (i) 43,786 shares of Taylor Capital common stock beneficially owned by James P. Kastenholz (the spouse of Jennifer W. Steans) as a trustee of the Jennifer Steans 1999 Descendants Trust (43,786 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (ii) 89,792 shares of Taylor Capital common stock beneficially owned by Mr. Kastenholz individually (89,792 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iii) 393,897 shares of Taylor Capital common stock held by PCB Limited Partnership of which Ms. Steans is one of three general partners (393,897 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iv) 26,794 shares of Taylor Capital common stock beneficially owned by Ms. Steans, as custodian for Nicholas J. Kastenholz (the son of Mr. Kastenholz and Ms. Steans); (v) 359,000 shares of Taylor Capital common stock beneficially owned by Ms. Steans individually (359,000 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (vi) 188,000 shares of Taylor Capital common stock beneficially owned by Trilogy Investment Group, LLC, of which Ms. Steans is one of three managing members and shares investment and voting power with respect to these shares (188,000 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (vii) 267,618 shares of Taylor Capital common stock held by the Steans 1996 Family Trust, over which Ms. Steans is one of three co-trustees (65,716 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); and (viii) an original grant for an aggregate of 4,888 shares of restricted stock of Taylor Capital of which 1,222 shares remain unvested which are beneficially owned by Ms. Steans individually. In accordance with Rule 13d-4, Ms. Steans disclaims beneficial ownership of the shares described in clauses (i), (ii), (iii), (iv), (vi) and (vii) hereof, and Mr. Kastenholz disclaims beneficial ownership of the shares described in clauses (i), (iii), (iv), (v), (vi), (vii) and (viii) hereof. The business address of Ms. Steans and Mr. Kastenholz is c/o Financial Investments Corporation, 50 East Washington Street, Suite 400, Chicago, Illinois 60602.

(5)

Prairie Capital IV, L.P. and Prairie Capital IV QP, L.P. each has shared voting and dispositive power with respect to 549,084 shares of Taylor Capital common stock. Daniels & King Capital IV, L.L.C., Stephen V. King and C. Bryan Daniels each has shared voting and dispositive power with respect to 1,098,168 shares of Taylor Capital common stock. Mr. King and Mr. Daniels are the managing members of Daniels & King Capital IV, L.L.C., which is the sole general partner of Prairie Capital IV, L.P. and Prairie Capital IV QP, L.P. Therefore, Mr. King, Mr. Daniels and Daniels & King Capital IV, L.L.C. may be deemed to beneficially own shares of stock owned by Prairie Capital IV, L.P. and Prairie Capital IV QP, L.P. The 1,098,168 shares of Taylor Capital common stock beneficially owned by Mr. Daniels include: (i) 549,084 shares of Taylor Capital common stock held by Prairie Capital IV, L.P; and (ii) 549,084 shares of Taylor Capital common stock held by Prairie Capital IV QP, L.P. The address for Mr. Daniels is c/o Prairie Capital, 191 North Wacker Drive, Suite 800, Chicago, Illinois 60606.

(6)	Includes: (i) 147,499 shares of restricted stock of Taylor Capital of which 57,444 remain unvested; (ii) 141,449 shares of Taylor Capital common stock held by Mark A. Hoppe and his spouse; (iii) 68,298 shares of Taylor Capital common stock owned by the Mark A. Hoppe Individual Retirement Account; and (iv) 14,376 shares of Taylor Capital Common stock owned by Mr. Hoppe.

(7)

Includes: (i) 3,759 shares of Taylor Capital common stock owned by the M. Hill Hammock Jr. Living Trust; (ii) 18,509 shares of Taylor Capital common stock owned by the Cheryl W. Hammock Living Trust; (iii) 146,710 shares of Taylor Capital common stock owned by the M. Hill Hammock Individual Retirement Account; (iv) 95,259 shares of Taylor Capital common stock held by the Hammock Family Benefit Trust, a family trust of which Cheryl W. Hammock is trustee; (v) 944 shares of Taylor Capital common stock held by M. Hill Hammock; (vi) 23,342 shares of Taylor Capital common stock held by Chilanta Community Foundation, a family trust of which Mr. Hammock is the treasurer; and (vii) an original grant for an aggregate of 5,650 shares of restricted stock of Taylor Capital of which 1,412 shares remain unvested.

(8)

Includes: (i) an original grant for an aggregate of 4,888 shares of restricted stock of Taylor Capital of which 1,222 shares remain unvested; (ii) 71,183 shares of Taylor Capital common stock that are held by the Michael H. Moskow Trust; (iii) 14,005 shares of Taylor Capital common stock that are held by the Suzanne M.K. Moskow Marital Trust; and (iv) 817 shares of Taylor Capital common stock owned by Michael H. Moskow.

(9)	Includes: (i) 77,279 shares of restricted stock of Taylor Capital of which 35,339 remain unvested; (ii) 57,825 shares of Taylor Capital common stock that are held by the Michael D. Sharkey Revocable Trust; (iii) 57,824 shares of Taylor Capital common stock that are held by the Susan D. Sharkey Revocable Trust; and (iv) 39,000 shares of Taylor Capital common stock owned by Michael D. Sharkey.

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(10)	Includes: (i) 13,735 shares of restricted stock of Taylor Capital of which 9,065 remain unvested; and (ii) 62,841 shares of Taylor Capital common stock.

(11)	Includes: (i) 135,691 shares of Taylor Capital common stock owned by the Emanuel Family Partnership; and (ii) 10,280 shares of Taylor Capital common stock owned by Ronald Emanuel.

(12)	Includes: (i) 28,033 shares of Taylor Capital common stock; and (ii) 66,236 shares of Taylor Capital common stock owned by Tinberg Asset Management, LLC, of which Richard W. Tinberg is the beneficial owner.

(13)	Includes: (i) 61,082 shares of Taylor Capital common stock owned by the Randall T. Conte Individual Retirement Account; and (ii) 41,906 shares of restricted stock of Taylor Capital of which 29,604shares remain unvested.

(14)	Includes: (i) 600 shares of Taylor Capital common stock owned by Ronald L. Bliwas under a trust agreement dated July 2001, for which Mr. Bliwas serves as trustee; and (ii) 19,012 shares of Taylor Capital common stock owned by Ronald L. Bliwas.

(15)

Includes: (i) 3,911,426 shares of Taylor Capital common stock that are held by a Voting Trust under agreement dated 11/30/98, of which Jeffrey W. Taylor, Bruce W. Taylor and Cindy Taylor Robinson serve as trustees; (ii) 39,720 shares of Taylor Capital common stock that are held in the Bruce W. Taylor Gift Trust under agreement dated 6/10/82, of which Bruce W. Taylor and Cindy Taylor Robinson serve as co-trustees; (iii) 39,780 shares of Taylor Capital common stock that are held in the Cindy L. Taylor Gift Trust under agreement dated 6/10/82, of which Cindy Taylor Robinson and Susan Taylor serve as co-trustees; (iv) 18,440 shares of Taylor Capital common stock that are held in the Taylor Annual Gift Trust for Lisa Rebecca U/A/D 7/10/83 of which Jeffrey W. Taylor and Cindy Taylor Robinson serve as co-trustees; (v) 20,363 shares of Taylor Capital common stock that are held in the Taylor Annual Gift Trust for Rebecca U/A/D 12/17/92 of which Cindy Taylor Robinson serves as co-trustee; and (vi) 64,500 shares of Taylor Capital common stock owned by Ms. Taylor Robinson.

(16)

Includes 3,911,426 shares of Taylor Capital common stock that are held by a Voting Trust under agreement dated 11/30/98, of which Jeffrey W. Taylor, Bruce W. Taylor and Cindy Taylor Robinson serve as trustees. The voting trust agreement with respect to this trust provides the trustees with full discretion as to how to vote the shares of Taylor Capital common stock held in trust under such agreement, either in person or by proxy, as they deem proper on all matters that may be submitted to stockholders. The voting trust agreement does not restrict the ability of the depositors of shares of Taylor Capital common stock in the trust from transferring such shares (subject to applicable restrictions under other agreements). The voting trust agreement may be terminated by a majority of the number of votes eligible to be cast by the trustees or the written consent of depositors holding two-thirds of all of the shares held in trust under the agreement.

(17)

Includes: (i) 43,786 shares of Taylor Capital common stock beneficially owned by Leonard A. Gail (the spouse of Robin M. Steans) as a trustee of the Robin Steans 1999 Descendants Trust (43,786 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (ii) 393,897 shares of Taylor Capital common stock held by PCB Limited Partnership of which Ms. Steans is one of three general partners (393,897 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iii)  189,323 shares of Taylor Capital common stock beneficially owned by Ms. Steans individually (189,323 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iv) 188,000 shares of Taylor Capital common stock beneficially owned by Trilogy Investment Group, LLC, of which Ms. Steans is one of three managing members and shares investment and voting power with respect to these shares (188,000 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (v) 211,972 shares of Taylor Capital common stock beneficially owned by Mr. Gail individually (210,550 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); and (vi)  267,618 shares of Taylor Capital common stock held by the Steans 1996 Family Trust, over which Ms. Steans is one of three co-trustees (65,716 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions). In accordance with Rule 13d-4, Mr. Gail disclaims beneficial ownership of the shares described in clauses (i), (ii), (iii), (iv) and (vi) hereof, and Ms. Steans disclaims ownership of the shares described in clauses (i), (ii), (iv), (v) and (vi) hereof. The business address of Ms. Steans and Mr. Gail is c/o Financial Investments Corporation, 50 East Washington Street, Suite 400, Chicago, Illinois 60602.

(18)

Includes: (i) 43,786 shares of Taylor Capital common stock beneficially owned by Leo A. Smith (the spouse of Heather A. Steans) as a trustee of the Heather Steans 1999 Descendants Trust (43,786 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (ii) 393,897 shares of Taylor Capital common stock held by PCB Limited Partnership, of which Ms. Steans is one of three general partners (393,897 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iii)  354,610 shares of Taylor Capital common stock beneficially owned by Ms. Steans individually (354,610 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); (iv) 188,000 shares of Taylor Capital common stock beneficially owned by Trilogy Investment Group, LLC, of which Ms. Steans is one of three managing members and shares investment and voting power with respect to these shares (188,000 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and conditions); and (v)  267,618 shares of Taylor Capital common stock held by the Steans 1996 Family Trust, over which Ms. Steans is one of three co-trustees (65,716 of such shares are pledged as security pursuant to certain loan arrangements with customary terms and

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•	70,000,000 shares of common stock, par value $.01 per share; and

•	1,000,000 shares of preferred stock, par value $.01 per share.

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•	senior to MB Financial’s common stock and to any other class or series of other stock MB Financial may issue in the future ranking junior to the MB Financial Series A preferred stock;

•	equal to the MB Financial Series B preferred stock, if issued by MB Financial in the merger and for so long as the MB Financial Series B preferred stock remains outstanding, and to any other class or series of stock MB Financial may issue in the future ranking equal to the MB Financial Series A preferred stock; and

•	junior to any class or series of stock MB Financial may issue in the future ranking senior to the MB Financial Series A preferred stock and to all of MB Financial’s existing and future debt obligations.

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•	amendment to, or change in, the laws or regulations of the U.S. or any political subdivision of or in the U.S. that is enacted or becomes effective after the initial issuance of any share of the MB Financial Series A preferred stock;

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•	proposed change in those laws or regulations that is announced after the issuance of any share of the MB Financial Series A preferred stock; or

•	official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the MB Financial Series A preferred stock;

•	the redemption date;

•	the number of shares of the MB Financial Series A preferred stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of shares of the MB Financial Series A preferred stock to be redeemed from the holder;

•	the redemption price;

•	if the MB Financial Series A preferred stock is evidenced by definitive certificates, the place or places where the certificates representing those shares are to be surrendered for payment of the redemption price.

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any amendment, alteration or repeal of any provision of MB Financial’s charter (including the articles supplementary creating the MB Financial Series A preferred stock), bylaws that would alter or change the voting powers, preferences or special rights of the MB Financial Series A preferred stock so as to affect them adversely (provided that any amendment of MB Financial’s charter so as to authorize or create, or to increase the authorized amount of (x) any class or series of stock that does not rank senior to the MB Financial Series A preferred stock with respect to the payment of dividends and/or the distribution of assets upon MB Financial’s liquidation, dissolution or winding-up or (y) any securities (other than MB Financial’s capital stock) convertible into any class or series of stock that does not rank senior to the MB Financial Series A preferred stock with respect to either the payment of dividends or the distribution of assets upon MB Financial’s liquidation, dissolution or winding-up will not be

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any amendment or alteration of MB Financial’s charter to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of MB Financial’s capital stock ranking senior to MB Financial Series A preferred stock with respect to the payment of dividends and/or the distribution of assets upon MB Financial’s liquidation, dissolution or winding-up; or

•

any consummation of a binding share exchange or reclassification involving the MB Financial Series A preferred stock, or of a merger or consolidation of MB Financial with or into another corporation or other entity, unless (x) the shares of MB Financial Series A preferred stock remain outstanding or, in the case of any such merger or consolidation with respect to which MB Financial is not the surviving corporation, are converted into or exchanged for preference securities of the surviving corporation or a corporation controlling such corporation that is an entity organized and existing under the laws of the U.S., any state thereof or the District of Columbia, and (y) the shares of MB Financial Series A preferred stock remaining outstanding or such new preference securities, as the case may be, have such rights, preferences, privileges and voting powers, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the MB Financial Series A preferred stock.

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amend or alter MB Financial’s charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of MB Financial’s capital stock ranking senior to the MB Financial Series B preferred stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of MB Financial;

•	amend, alter or repeal any provision of MB Financial’s charter, including the articles supplementary setting forth the terms of the MB Financial Series B preferred stock, in a manner that adversely affects the rights, preferences, privileges or voting powers of the MB Financial Series B preferred stock; or

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consummate a binding share exchange or reclassification involving the MB Financial Series B preferred stock or a merger or consolidation of MB Financial with another entity, unless (i) the outstanding shares of MB Financial Series B preferred stock remain outstanding or, in the case of a merger or consolidation in which the Company is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the shares of MB Financial Series B preferred stock remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the MB Financial Series B preferred stock immediately prior to consummation of the transaction, taken as a whole;

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•	Annual Report on Form 10-K for the year ended December 31, 2012 (including the portions of MB Financial’s proxy statement on Schedule 14A filed on April 12, 2013 incorporated therein by reference).

•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

•	Current Reports on Form 8-K filed on January 4, 2013 (as amended on Form 8-K/A filed on March 18, 2013), February 15, 2013, April 26, 2013, May 31, 2013, July 15, 2013 (report filed under Items 8.01 and 9.01 of Form 8-K) and July 18, 2013.

•	Annual Report on Form 10-K for the year ended December 31, 2012 (including the portions of Taylor Capital’s proxy statement on Schedule 14A filed on April 24, 2013 incorporated therein by reference).

•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

•	Current Reports on Form 8-K filed on March 28, 2013, June 4, 2013 (two reports), June 13, 2013, July 11, 2013, July 15, 2013 (report filed under Items 8.01 and 9.01), July 16, 2013 and July 18, 2013.

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(a)	The undersigned registrant hereby undertakes:

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