MB FINANCIAL, INC. (Maryland Corporation) 8,000,000 Depositary Shares, Each Representing 1/40th Interest in a Share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2017 • Mb Financial Inc /Md • National commercial banks • New York
MB Financial, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A to this agreement (this “Agreement”) (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, UBS Securities LLC, J.P. Morgan Securities LLC and Sandler O’Neill & Partners, L.P. are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of depositary shares (the “Depositary Shares”), each representing 1/40th interest in a share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C, par value $.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The Preferred Stock will, when
