THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

MB Financial, Inc. (MBFI)

3/29/2006 Proxy Information

Lawrence Gilford is the first cousin of Richard Gilford.

Mr. Henry is Mr. Bakwin’s first cousin by marriage.

Alfred Feiger is Mitchell Feiger’s father.

Mr. Bakwin is Mr. Harvey’s first cousin once removed and Mr. Henry’s first cousin by marriage.

Directors and officers of the Company and their affiliates were customers of and have had transactions with the Bank. Additional transactions may be expected to take place in the future. All outstanding loans, commitments to loans, transactions in repurchase agreements and certificates of deposit and d3/31/2005epository relationships were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

Loans outstanding to executive officers and directors of the Company, including companies in which they have management or ownership control, at December 31, 2005, were approximately $25.9 million.

The largest relationship to a single director or executive officer of the Company at December 31, 2005 totaled $10.5 million. The longest maturity date on a loan to a director or executive officer was 30 years. Interest rates on director or executive officer loans ranged from 6.50% to 7.9% for fixed rate loans and Libor plus 200 basis points to Prime on adjustable rate loans. These terms are consistent with the terms offered to other customers with similar risk characteristics.

In addition to the lending relationships described above, as part of its ordinary course lease banking activities, LaSalle Systems Leasing, Inc., a subsidiary of the Bank, has entered into various equipment lease transactions with Altria Corporate Services, Inc. (“Altria Corporate Services”) and Kraft Foods, Inc. (“Kraft”), each a subsidiary of Altria Group, Inc., and with Combined Insurance Company (“Combined Insurance”), a subsidiary of Aon Corporation. Company Director Karen J. May is an executive officer of Kraft and Company Director David P. Bolger is an executive officer of Aon Corporation. Neither Ms. May nor Mr. Bolger has had any direct or indirect involvement with these transactions and neither has received any direct or indirect compensation or other benefits from these transactions. All transactions were on substantially the same terms as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of default or present other unfavorable features. These transactions include both direct finance leases and operating leases. A direct finance lease occurs where LaSalle has financed the lessor’s acquisition of the leased equipment; this loan is collateralized by the assignment to LaSalle of the lessee’s required lease rent payments. An operating lease occurs where LaSalle itself is the lessor, leasing directly to the lessee equipment which LaSalle has purchased. The aggregate remaining rent payments owed at December 31, 2005 were $3.6 million for Altria Corporate Services and Kraft and $299,000 for Combined Insurance.

James Mann, Senior Vice President and a director of the Bank, is the son of former Company Director Clarence Mann. For the year ended December 31, 2005, James Mann earned a salary of $168,000, a cash bonus of $18,690 and received $17,686 in matching and profit sharing contributions under the Company’s 401(k) Plan. He also received on July 20, 2005, under the Company’s Omnibus Incentive Plan, a stock option grant of 2,041 shares at $42.70 per share and, a grant of 235 shares of restricted stock. In addition, during 2005, the Bank paid $10,935 in club dues on his behalf. James Mann was not paid any fees during 2005 for his service as a director of the Bank.

James Field, the son of Company Vice President and Bank President, Lease Banking Burton J. Field, is a member of the law firm of Field & Goldberg, LLC, which the Company utilizes for certain legal services. Fees paid by the Company to this law firm during 2005 totaled $145,067.

Company Director Robert S. Engelman, Jr., who served as Chairman of the Board of Directors of Old MB Financial prior to the MB-MidCity Merger and as President and Chief Executive Officer of Old MB Financial (then known as Avondale Financial Corp.) from January 1993 until February 1999, receives a fixed annual lifetime retirement benefit of $225,000 pursuant to his supplemental executive retirement plan with the Bank. Pursuant to his employment agreement entered into in October 1998, Mr. Engelman also receives lifetime health benefits for himself and his dependents, provided that Mr. Engelman reimburses the Company for the “employee’s share” of the cost of the premiums. Mr. Engelman’s son, Robert Engelman, is the owner of Engelman Management Group, Inc. (“Engelman Management Group”), which has conducted various training sessions for employees of the Bank. Fees paid to Engelman Management Group in 2005 totaled approximately $16,029.

Edward Henry, the son of Company Director Patrick Henry, is a director of Union Bank, N.A., a subsidiary of the Company. Fees paid to Edward Henry during 2005 for his service as a director of Union Bank, N.A. totaled $11,000.

3/31/2005 Proxy Information

Mr. Bakwin is Mr. Henry's first cousin by marriage.

Alfred Feiger is Mitchell Feiger's father.

Lawrence Gilford is the cousin of Richard Gilford.

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

Loans outstanding to executive officers and directors of the Company, including companies in which they have management or ownership control, at December 31, 2004, were approximately $14.7 million.

The largest relationship to a single director or executive officer of the Company at December 31, 2004 totaled $11.5 million. The longest maturity date on a loan to a director or executive officer was 5 years. Interest rates on director or executive officer loans ranged from 6.50% to 7.9% for fixed rate loans and Libor plus 200 basis points to Prime on adjustable rate loans. These terms are consistent with the terms offered to other customers with similar risk characteristics.

James Mann, Senior Vice President and a director of the Bank, is the son of Clarence Mann, a director of the Company. For the year ended December 31, 2004, James Mann earned a salary of $157,087, a cash bonus of $25,637 and received $16,880 in matching and profit sharing contributions under the Company’s 401(k) Plan. He also received a stock option grant of 2,500 shares at $36.05 per share, as well as a grant of 330 shares of restricted stock at $36.05 per share, both of which were granted under the Company’s Omnibus Incentive Plan on July 28, 2004. In addition, during 2004, the Bank paid $8,320 in club dues on his behalf. James Mann was not paid any fees during 2004 for his service as a director of the Bank.

During 2004, a company owned by Director David Husman paid the Bank $9,240 in rent for office space leased in a Bank-owned building. Following the sale of this property by the Bank in December, 2004, the lease arrangement with Director Husman’s company ceased.

James Field, the son of Company Director and Vice President and Bank President and Chief Executive Officer Burton J. Field, is a member of the law firm of Field & Goldberg, LLC, which the Company utilizes for certain legal services. Fees paid by the Company to this law firm during 2004 totaled $103,191.

Edward Henry, the son of Company Director Patrick Henry, is a director of Union Bank, N.A., a subsidiary of the Company. Fees paid to Edward Henry during 2004 for his service as a director of Union Bank, N.A. totaled $9,000.