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<P><CENTER>As filed with the Securities and Exchange Commission on August 30, 2006</CENTER>
<P align=right>Registration No. 333-______________&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<hr noshade size=5>

<CENTER><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG><br>
<STRONG>Washington, DC  20549</STRONG><br>
</CENTER>
</P>

<P><CENTER><STRONG>FORM S-8</STRONG></CENTER></P>

<P><CENTER><STRONG>REGISTRATION STATEMENT</CENTER>
</STRONG></P>

<P><STRONG><CENTER>UNDER</CENTER>
</STRONG></P>

<P><STRONG><CENTER>THE SECURITIES ACT OF 1933</STRONG></CENTER>
</P>

<P><CENTER><STRONG><font size="+1">MB FINANCIAL, INC.</STRONG><br>
<FONT SIZE="-1">(Exact name of registrant as specified in its charter)</CENTER></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT SIZE="-1"><CENTER><STRONG>Maryland</STRONG><FONT SIZE="-1"></CENTER>
<FONT SIZE="-1"><CENTER>(State or other jurisdiction of</CENTER>
<FONT SIZE="-1"><CENTER> incorporation or organization)</CENTER>
</TD>
<TD><FONT SIZE="-1"><CENTER><STRONG>36-446025</STRONG><FONT SIZE="-1"></CENTER>
<FONT SIZE="-1"><CENTER>(I.R.S. Employer Identification No.)</CENTER>
</FONT></TD></TR>

<tr><td></td></tr>
<tr><td></td></tr>

<TR VALIGN="TOP"><TD><FONT SIZE="-1"><CENTER><STRONG>800 West Madison Street, Chicago, Illinois</STRONG><FONT SIZE="-1"><br>
</FONT><FONT SIZE="-1">(Address of principal executive offices)</CENTER>
</FONT></TD>
<TD><FONT SIZE="-1"><CENTER><STRONG>60607</STRONG><FONT SIZE="-1"></CENTER>
</FONT><FONT SIZE="-1"><CENTER>(Zip Code)</CENTER>
</FONT></TD></TR></TABLE>

<P><FONT SIZE="-1"><CENTER><FONT SIZE="-1"><STRONG>First Oak Brook Bancshares, Inc. Incentive Compensation Plan<br>
First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan<br>
First Oak Brook Bancshares, Inc. Directors Stock Plan</STRONG><br>
<FONT SIZE="-1">(Full titles of the plans)</CENTER>
</FONT></P>

<P><CENTER><FONT SIZE="-1">Craig M. Scheer, P.C.<br>
Silver, Freedman & Taff, L.L.P.<br>
(a limited liability partnership including professional corporations)<br>
1700 Wisconsin Avenue, NW<br>
Washington, D.C.  20007<br>
(Name and address of agent for service)</CENTER>
</P>

<P><CENTER>(202) 295-4500<br>
<FONT SIZE="-1">(Telephone number, including area code, of agent for service)</CENTER>
</FONT></P>

<FONT SIZE="-1"><CENTER><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></CENTER>
</FONT>

<TABLE WIDTH="100%">
<TR><TD colspan=5><hr noshade size=5></td></tr>

<TR VALIGN="bottom"><TD ALIGN="CENTER">
<FONT SIZE="-1"><STRONG>Title of Securities to be<br>
registered</STRONG></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount to be<br>
registered</STRONG></FONT>
</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed<br>
maximum<br>
offering price<br>
per share</STRONG></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed<br>
maximum<br>
aggregate<br>
offering price</STRONG></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>
Amount of<br>
registration fee</STRONG></TD></TR>

<TR><TD colspan=5><hr noshade></td></tr>

<TR VALIGN="TOP"><TD><FONT SIZE="-1">Common Stock, par value<br>
&nbsp;&nbsp;$.01 per share</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">332,760 shares<SUP>(1)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$8,790,040<SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$941<SUP>(2)</SUP></FONT></TD></TR></TABLE>
<TR><TD colspan=5><hr noshade size=5></td></tr>

<table width=100%>
<tr valign=top><td><FONT SIZE="-1"><SUP>(1)</SUP></td><td><FONT SIZE="-1">Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares
of the common stock of MB Financial, Inc.</FONT></td></tr>

<tr valign=top><td><FONT SIZE="-1"><SUP>(2)</SUP></td><td><FONT SIZE="-1">Calculated in accordance with Rule 457(h) under the Securities Act of 1933, as follows: (i) for 251,320 of the shares being
registered underlying stock options, based on the weighted average exercise price of such options of $23.30; and (ii) for the
remaining 81,440 of the shares being registered, based on the average of the high and low prices per share of MB Financial
common stock on August 29, 2006 of $36.03, as reported on the Nasdaq Global Select Market.</FONT></td></tr></table>
<BR>

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<P><CENTER><B>PART I<BR>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or given to holders
of outstanding stock options, restricted stock units and director stock units under the First Oak Brook Bancshares,
Inc. Incentive Compensation Plan, First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan and First Oak Brook
Bancshares, Inc. Directors Stock Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.</P>

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<P><CENTER><b>PART II<br>
INFORMATION NOT REQUIRED IN PROSPECTUS</B></CENTER>
</P>

<P>Item 3.&nbsp;&nbsp;&nbsp;<U>Incorporation of Certain Documents by Reference</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by MB Financial, Inc. (the "Company") with the
Commission (File No. 0-24566-01) are hereby incorporated by reference into this Registration Statement and the
Prospectus to which this Registration Statement relates (the "Prospectus"):</P>

<table width=100%>
<tr valign=top><td width=5%><font size=-1>(a)</td><td><font size=-1>the Company's Annual Report on Form 10-K for the year ended December 31, 2005.  The information
contained in such Form 10-K under Part II, Item 6.  Selected Financial Data, Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item
8.  Financial Statements and Supplementary Data, has been updated by the Company's Current Report on
Form 8-K filed on June 1, 2006 and incorporated herein by reference;</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>(b)</td><td><font size=-1>the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June
30, 2006;</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>(c)</td><td><font size=-1>the Company's Current Reports on Form 8-K filed on January 4, 2006 (two reports), January 13, 2006,
March 1, 2006, March 30, 2006, May 2, 2006 and June 1, 2006; and </td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>(d)</td><td><font size=-1>the description of the common stock, par value $.01 per share, of the Company contained in the Company's
Registration Statement on Form 8-A filed on October 9, 2001, and all amendments or reports filed for the
purpose of updating such description.</td></tr></table>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the filing of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of
such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement
and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the Prospectus.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is
incorporated).  Requests should be directed to: Doria Koros, Secretary, MB Financial, Inc., 6111 North River Road,
Rosemont, Illinois 60018, telephone number (847) 653-1992.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by
the detailed information, including financial statements, appearing in the documents incorporated herein or therein
by reference.</FONT></P>

<P><font size="-1">Item 4.&nbsp;&nbsp;&nbsp;<U>Description of Securities</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

<P>Item 5.&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and Counsel</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

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<P>Item 6.&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its
charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for
monetary damages except:  (1) to the extent it is proven that the director or officer actually received an improper
benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent a final judgment or
adjudication against the director or officer is based on a determination that the director's or officer's act or failure to
act was the result of active and deliberate dishonesty and was material to the cause of action against the director or
officer.  The Registrant's charter contains such a provision, thereby limiting the liability of its directors and officers
to the maximum extent permitted by Maryland law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a
director or officer who is made a party to any proceeding by reason of service in that capacity against judgments,
penalties, fines, settlements and reasonable expenses actually incurred unless it is proven that: (1) the act or
omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad
faith or with active and deliberate dishonesty; (2) the director or officer actually received an improper personal
benefit; or (3) in the case of a criminal proceeding, the director or officer had reason to believe that his conduct was
unlawful.  The Maryland General Corporation Law provides that where a director or officer is a defendant in a
proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found
liable to the corporation.  The Maryland General Corporation Law also provides that a director or officer may not be
indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on
the grounds that personal benefit was improperly received.  A director or officer found liable in a proceeding by or
in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to
nevertheless order indemnification for expenses if the court determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a
Maryland corporation, a director or officer who is successful on the merits or otherwise in defense of any
proceeding must be indemnified against reasonable expenses.  Section 2-418 also provides that a Maryland
corporation may advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or
her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard
of conduct was not met.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant's charter provides for indemnification of directors and officers to the maximum extent
permitted by the Maryland General Corporation Law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under a directors' and officers' liability insurance policy, directors and officers of the Registrant are
insured against certain liabilities.</p>

<P>Item 7.&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<P>Item 8.&nbsp;&nbsp;&nbsp;<U>Exhibits</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Exhibit Index.</P>

<P>Item 9.&nbsp;&nbsp;&nbsp;<U>Undertakings</U>.</P>

<table width=100%>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(a)</td><td colspan=4><font size=-1>The undersigned Registrant hereby undertakes:</td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td><font size=-1>(1)</TD>
<td colspan=3><font size=-1>To file, during any period in which offers or sales are being made, a post-effective amendment to
this registration statement:</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td width=6%></td><td colspan=3><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;</P>

<tr><td>&nbsp;</td></tr>
<tr><td></td></tr></table>

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<table width=100%>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td width=6%></td><td colspan=3><font size=-1>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;</P>

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the registration statement.</P></td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td><font size=-1>(2)</TD>
<td colspan=3><font size=-1>That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial <U>bona</U> <U>fide</U> offering thereof.</P></TD></TR>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td><font size=-1>(3)</TD>
<td colspan=3><font size=-1>To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(b)</td><td colspan=4><font size=-1>The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial <U>bona</U> <U>fide</U> offering thereof.</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(c)</td><td colspan=4><font size=-1>	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.</td></tr></table></P>

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<P><CENTER><STRONG><U>SIGNATURES</U></STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 30, 2006.</P>

<table width=100%>
<tr valign=top><td width=43%></td>
<td width=7%></td>
<td><font size=-1><STRONG>MB FINANCIAL, INC.</STRONG></td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr valign=top><td></td><td><font size=-1>By:</td><td><font size=-1><br>/s/ Mitchell Feiger<hr noshade>Mitchell Feiger<br>President and Chief Executive Officer</td></tr></table>


<P><CENTER><STRONG>POWER OF ATTORNEY</STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of MB Financial, Inc., hereby severally and individually
constitute and appoint Mitchell Feiger and Jill E. York, and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below)
any and all amendments (including post-effective amendments) to this registration statement and all instruments
necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission,
each of said attorneys and agents to have the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or
could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and
agents or each of them to any and all such amendments and instruments.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
below by the following persons in the capacities and on the dates indicated.</p>

<table width=100%>
<tr valign=top><td width=25%><font size=-1>/s/ Mitchell Feiger<hr noshade>Mitchell Feiger</td>
<td width=38%><font size=-1>Director, President and Chief Executive<br>Officer
(<EM>Principal Executive Officer</EM>)</td>
<TD></TD>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Jill E. York<hr noshade>Jill E. York</td>
<td><font size=-1>Vice President and Chief Financial<br>Officer
(<EM>Principal Financial Officer<br>and Principal Accounting Officer</EM>)</td>
<TD></TD>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ E. M. Bakwin<hr noshade>E. M. Bakwin</td>
<td><font size=-1>Director</td>
<TD></TD>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ David P. Bolger<hr noshade>David P. Bolger</td>
<td><font size=-1>Director</td>
<TD></TD>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Robert S. Engelman, Jr.<hr noshade>Robert S. Engelman, Jr.</td>
<td><font size=-1>Director</td>
<TD></TD>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr></table>

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<table width=100%>
<tr valign=top><td width=25%><font size=-1></td>
<td width=38%><font size=-1></td></tr>

<tr valign=top><td><font size=-1>/s/ Alfred Feiger<hr noshade>Alfred Feiger</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Lawrence E. Gilford<hr noshade>Lawrence E. Gilford</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>
<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Richard I. Gilford<hr noshade>Richard I. Gilford</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Charles Gries<hr noshade>Charles Gries</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ James N. Hallene<hr noshade>James N. Hallene</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Thomas H. Harvey<hr noshade>Thomas H. Harvey</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Patrick Henry<hr noshade>Patrick Henry</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Richard J. Holmstrom<hr noshade>Richard J. Holmstrom</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ David L. Husman<hr noshade>David L. Husman</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Karen J. May<hr noshade>Karen J. May</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Richard M. Rieser, Jr.<hr noshade>Richard M. Rieser, Jr.</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Ronald D. Santo<hr noshade>Ronald D. Santo</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr>

<tr><td>&nbsp;</td></tr>

<tr valign=top><td><font size=-1>/s/ Kenneth A. Skopec<hr noshade>Kenneth A. Skopec</td>
<td><font size=-1>Director</td>
<td></td>
<td><font size=-1>August 30, 2006</td></tr></table></p>

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<P><STRONG><CENTER>INDEX TO EXHIBITS</CENTER>
</STRONG></P>

<TABLE align=center WIDTH="80%">
<TR VALIGN="bottom"><TD ALIGN="CENTER"><font size=-1><STRONG>Exhibit<br>
Number</STRONG><hr noshade></TD>
<TD ALIGN="CENTER"><font size=-1><STRONG>Document</STRONG><hr noshade></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.1</TD>
<TD><font size=-1>Charter of the Registrant, as amended (included as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2001 (File No. 0-24566-01) and incorporated herein
by reference).</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.2</TD>
<TD><font size=-1>Bylaws of the Registrant, as amended  (included as Exhibit 3.2 to Amendment No. One to
Registration Statement on Form S-1 of the Registrant and MB Financial Capital Trust I filed on
August 7, 2002 (File Nos. 333-97007 and 333-97007-01) and incorporated herein by reference).</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.3</TD>
<TD><font size=-1>Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.1 to Amendment No. One to the Registrant's Registration Statement on Form S-4 (Registration Number 333-64584) and incorporated herein by reference).</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>5</TD>
<TD><font size=-1>Opinion of Silver, Freedman & Taff, L.L.P.</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.1</TD>
<TD><font size=-1>Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.2</TD>
<TD><font size=-1>Consent of McGladrey & Pullen, LLP</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.3</TD>
<TD><font size=-1>Consent of KPMG LLP</TD></TR>

<tr><td>&nbsp;</td></tr>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>24</TD>
<TD><font size=-1>Power of Attorney (contained on signature page)</TD></TR></TABLE>


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[{"type": "S-8", "sequence": "1", "filename": "s8cvr.htm", "secsgml_size_bytes": 30300}]
{"company-data": {"conformed-name": "MB FINANCIAL INC     /MD", "cik": "0001139812", "assigned-sic": "6035", "irs-number": "363132116", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136997", "film-number": "061065592"}, "business-address": {"street1": "801 WEST MADISON STREET", "city": "CHICAGO", "state": "IL", "zip": "60607", "phone": "3124217600"}, "mail-address": {"street1": "1200 NORTH ASHLAND AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60622"}, "former-company": [{"former-conformed-name": "MB FINANCIAL INC/IL", "date-changed": "20011113"}, {"former-conformed-name": "MB MIDCITY INC", "date-changed": "20010502"}]}
As filed with the Securities and Exchange Commission on August 30, 2006
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
36-446025
(I.R.S. Employer Identification No.)
800 West Madison Street, Chicago, Illinois
(Address of principal executive offices)
60607
(Zip Code)
First Oak Brook Bancshares, Inc. Incentive Compensation Plan
First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan
First Oak Brook Bancshares, Inc. Directors Stock Plan
(Full titles of the plans)
Craig M. Scheer, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, NW
Washington, D.C.  20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
Amount to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee
Common Stock, par value
$.01 per share
332,760 shares
(1)
(2)
$8,790,040
(2)
$941
(2)
(1)
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares
of the common stock of MB Financial, Inc.
(2)
Calculated in accordance with Rule 457(h) under the Securities Act of 1933, as follows: (i) for 251,320 of the shares being
registered underlying stock options, based on the weighted average exercise price of such options of $23.30; and (ii) for the
remaining 81,440 of the shares being registered, based on the average of the high and low prices per share of MB Financial
common stock on August 29, 2006 of $36.03, as reported on the Nasdaq Global Select Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to holders
of outstanding stock options, restricted stock units and director stock units under the First Oak Brook Bancshares,
Inc. Incentive Compensation Plan, First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan and First Oak Brook
Bancshares, Inc. Directors Stock Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
Incorporation of Certain Documents by Reference
.
The following documents previously or concurrently filed by MB Financial, Inc. (the "Company") with the
Commission (File No. 0-24566-01) are hereby incorporated by reference into this Registration Statement and the
Prospectus to which this Registration Statement relates (the "Prospectus"):
(a)
the Company's Annual Report on Form 10-K for the year ended December 31, 2005.  The information
contained in such Form 10-K under Part II, Item 6.  Selected Financial Data, Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item
8.  Financial Statements and Supplementary Data, has been updated by the Company's Current Report on
Form 8-K filed on June 1, 2006 and incorporated herein by reference;
(b)
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June
30, 2006;
(c)
the Company's Current Reports on Form 8-K filed on January 4, 2006 (two reports), January 13, 2006,
March 1, 2006, March 30, 2006, May 2, 2006 and June 1, 2006; and
(d)
the description of the common stock, par value $.01 per share, of the Company contained in the Company's
Registration Statement on Form 8-A filed on October 9, 2001, and all amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the filing of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of
such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement
and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the Prospectus.
The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is
incorporated).  Requests should be directed to: Doria Koros, Secretary, MB Financial, Inc., 6111 North River Road,
Rosemont, Illinois 60018, telephone number (847) 653-1992.
All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by
the detailed information, including financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
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2
Item 6.
Indemnification of Directors and Officers
.
Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its
charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for
monetary damages except:  (1) to the extent it is proven that the director or officer actually received an improper
benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent a final judgment or
adjudication against the director or officer is based on a determination that the director's or officer's act or failure to
act was the result of active and deliberate dishonesty and was material to the cause of action against the director or
officer.  The Registrant's charter contains such a provision, thereby limiting the liability of its directors and officers
to the maximum extent permitted by Maryland law.
Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a
director or officer who is made a party to any proceeding by reason of service in that capacity against judgments,
penalties, fines, settlements and reasonable expenses actually incurred unless it is proven that: (1) the act or
omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad
faith or with active and deliberate dishonesty; (2) the director or officer actually received an improper personal
benefit; or (3) in the case of a criminal proceeding, the director or officer had reason to believe that his conduct was
unlawful.  The Maryland General Corporation Law provides that where a director or officer is a defendant in a
proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found
liable to the corporation.  The Maryland General Corporation Law also provides that a director or officer may not be
indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on
the grounds that personal benefit was improperly received.  A director or officer found liable in a proceeding by or
in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to
nevertheless order indemnification for expenses if the court determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances.
Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a
Maryland corporation, a director or officer who is successful on the merits or otherwise in defense of any
proceeding must be indemnified against reasonable expenses.  Section 2-418 also provides that a Maryland
corporation may advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or
her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard
of conduct was not met.
The Registrant's charter provides for indemnification of directors and officers to the maximum extent
permitted by the Maryland General Corporation Law.
Under a directors' and officers' liability insurance policy, directors and officers of the Registrant are
insured against certain liabilities.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See Exhibit Index.
Item 9.
Undertakings
.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(i)            To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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3
(ii)           To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii)            To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona
fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on August 30, 2006.
MB FINANCIAL, INC.
By:
/s/ Mitchell Feiger
Mitchell Feiger
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of MB Financial, Inc., hereby severally and individually
constitute and appoint Mitchell Feiger and Jill E. York, and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below)
any and all amendments (including post-effective amendments) to this registration statement and all instruments
necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission,
each of said attorneys and agents to have the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or
could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and
agents or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
/s/ Mitchell Feiger
Mitchell Feiger
Director, President and Chief Executive
Officer
(
Principal Executive Officer
)
August 30, 2006
/s/ Jill E. York
Jill E. York
Vice President and Chief Financial
Officer
(
Principal Financial Officer
and Principal Accounting Officer
)
August 30, 2006
/s/ E. M. Bakwin
E. M. Bakwin
Director
August 30, 2006
/s/ David P. Bolger
David P. Bolger
Director
August 30, 2006
/s/ Robert S. Engelman, Jr.
Robert S. Engelman, Jr.
Director
August 30, 2006
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/s/ Alfred Feiger
Alfred Feiger
Director
August 30, 2006
/s/ Lawrence E. Gilford
Lawrence E. Gilford
Director
August 30, 2006
/s/ Richard I. Gilford
Richard I. Gilford
Director
August 30, 2006
/s/ Charles Gries
Charles Gries
Director
August 30, 2006
/s/ James N. Hallene
James N. Hallene
Director
August 30, 2006
/s/ Thomas H. Harvey
Thomas H. Harvey
Director
August 30, 2006
/s/ Patrick Henry
Patrick Henry
Director
August 30, 2006
/s/ Richard J. Holmstrom
Richard J. Holmstrom
Director
August 30, 2006
/s/ David L. Husman
David L. Husman
Director
August 30, 2006
/s/ Karen J. May
Karen J. May
Director
August 30, 2006
/s/ Richard M. Rieser, Jr.
Richard M. Rieser, Jr.
Director
August 30, 2006
/s/ Ronald D. Santo
Ronald D. Santo
Director
August 30, 2006
/s/ Kenneth A. Skopec
Kenneth A. Skopec
Director
August 30, 2006
Next Page
INDEX TO EXHIBITS
Exhibit
Number
Document
4.1
Charter of the Registrant, as amended (included as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2001 (File No. 0-24566-01) and incorporated herein
by reference).
4.2
Bylaws of the Registrant, as amended  (included as Exhibit 3.2 to Amendment No. One to
Registration Statement on Form S-1 of the Registrant and MB Financial Capital Trust I filed on
August 7, 2002 (File Nos. 333-97007 and 333-97007-01) and incorporated herein by reference).
4.3
Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.1 to Amendment No. One to the Registrant's Registration Statement on Form S-4 (Registration Number 333-64584) and incorporated herein by reference).
5
Opinion of Silver, Freedman & Taff, L.L.P.
23.1
Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)
23.2
Consent of McGladrey & Pullen, LLP
23.3
Consent of KPMG LLP
24
Power of Attorney (contained on signature page)
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