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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 4, 2002

MB FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)

Maryland
(State or other jurisdiction of incorporation)		   0-24566-01
(Commission File No.)		   36-4460265
(IRS Employer Identification No.)

801 West Madison Street, Chicago, Illinois
(Address of principal executive offices)
 
60607
(Zip Code)

Registrant's telephone number, including area code: (773) 645-7866

N/A
(Former name or former address, if changed since last report)

Item 9. Regulation FD Disclosure

Forward-Looking Statements

        When used in this Current Report on Form 8-K and in other filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

        Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the Company's merger and acquisition activities, including its proposed acquisition of South Holland Bancorp, Inc. and its recently completed acquisitions of First Lincolnwood Corporation and LaSalle Systems Leasing, Inc. and LaSalle Equipment Limited Partnership, might not be realized within the expected time frames; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to realize the residual values of its operating, direct finance and leveraged leases; (10) the Company's ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in the Chicago metropolitan area in particular; (13) new legislation or regulatory changes; (14) changes in accounting principles, policies or guidelines; and (15) future acquisitions of other depository institutions or lines of business.

        The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

        On November 4, 2002, the Company announced that it had agreed to acquire South Holland Bancorp, Inc., parent company of South Holland Trust & Savings Bank. The Company intends to hold a presentation on November 4, 2002 regarding the transaction, which will be accessible via the internet and by conference call. Information on how to access the presentation is included in the press release.

        Set forth below is the press release announcing the transaction, followed by certain materials to be discussed during the presentation.

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FOR IMMEDIATE RELEASE

Contact:   Karen Perlman   Raymond Minkus/Stephanie Hamernik
    MB Financial   ITQ/Minkus & Dunne Communications
    (773) 292-6292   (312) 541-8787 Ext. 235
    kperlman@mbfinancial.com   rdm@minkus-dunne.com

MB Financial to Acquire South Holland Bancorp, Inc.
MB Financial to expand commercial, retail, wealth management presence

        CHICAGO/SOUTH HOLLAND, IL (November 4, 2002)—MB Financial, Inc. (Nasdaq: MBFI), parent company of MB Financial Bank, N.A., has agreed to acquire South Holland Bancorp, Inc., pending regulatory and shareholder approvals, it was announced here today.

        South Holland Bancorp is the parent company of South Holland Trust & Savings Bank (South Holland Bank) which will be merged into MB Financial Bank after the transaction is completed. MB Financial, Inc., currently has $3.8 billion in assets and South Holland Bancorp has $535 million in assets. The transaction is expected to be completed in the first quarter of 2003.

        Mitchell Feiger, President and CEO of MB Financial, and Charles Waterman, CEO and Chairman of South Holland Bancorp, jointly made the announcement.

        South Holland Bank is noted for its strength in serving entrepreneurial owned and managed businesses located in Chicago's south suburbs and adjacent Northwest Indiana.

        MB Financial is a leader among Chicago area banks and concentrates on serving the needs of entrepreneurial middle-market businesses as well as individuals in the communities where its branches are located. MB Financial currently has 31 branches strategically located throughout the Chicago area, nine of which serve Chicago's southside and south and southwest suburbs. Customers of South Holland Bank will benefit from access to a broader range of services and an expanded network of banking facilities offered through MB Financial Bank.

        South Holland Bank, founded in 1911 by Charles Waterman, grandfather of the company's current CEO and Chairman, has five offices: two in South Holland and one each in Dolton, Lemont and Tinley Park. Four generations of the Waterman family have successfully guided the bank, making it the dominant commercial bank in the south suburbs and the prominent financial institution in South Holland.

        "Our business and individual customers have benefited from a very special relationship with our bank," said Dan Ward, Vice Chairman of South Holland Bank. "As far as we are concerned, it will be business as usual, only better, now that we will have the added strength and branch network of MB Financial behind us."

        MB Financial will enhance its trust and wealth management services and capabilities with the addition of South Holland's Trust Department and its Vision Investment Services, Inc., subsidiary upon completion of the transaction. South Holland's trust department, with $300 million under management, provides land trusts, living trusts and employee benefit/retirement products and other important services.

        Vision Investment Services is a full service broker/dealer for clients investing in brokerage and insurance products as well as providing other financial advisory and wealth management products and services. The subsidiary is a member of both the National Association of Securities Dealers (NASD) and the Securities Investor Protection Corporation (SIPC).

2


        "We look forward to serving the customers of South Holland Bank," said Feiger. "MB Financial and its team of experienced bankers provide a high level of personal attention. Our comprehensive array of banking products and services are designed to meet the wide-ranging needs of businesses and families."

        "We are anticipating a very smooth transition," Feiger added.

        MB Financial has demonstrated a continuing commitment to serving South Holland and its nearby suburbs. In May 2001, MB Financial completed the acquisition of FSL Holdings, Inc., and its principal operation, First Savings & Loan Association of South Holland, located at 475 E. 162nd St.

        "MB Financial is a recognized and valued member of our community and shares the same concerns for our customers as we do," added Waterman. "We each have a heritage of providing personal service that extends back more than 90 years."

        MB Financial, Inc. (Nasdaq: MBFI), a Chicago-based financial holding company, is the parent of MB Financial Bank, N.A. (Illinois), Union Bank, N.A. (Oklahoma) and Abrams Centre National Bank (Texas). MB Financial has been delivering competitive, personalized service for more than 90 years to privately owned, middle-market companies as well as to individuals who live and work in the Chicago metropolitan area. The Company's website may be found at www.mbfinancial.com.

# # #

ANNOUNCEMENT OF CONFERENCE CALL

        MB Financial, Inc. will host a conference call at 11:00 a.m. C.S.T. on November 4, 2002. The number to call in the United States is (877) 313-7711. If this time is inconvenient, a digital recording will be available two hours after the conference from November 4, 2002 to November 18, 2002 by dialing into (800) 642-1687 or (706) 645-9291 in the United States (access code 6515389). A copy of this presentation, along with a web cast of this call, will also be available at www.mbfinancial.com.

FORWARD-LOOKING STATEMENTS

        When used in this press release and in filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

        Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the Company's merger and acquisition activities, including its proposed acquisition of South Holland Bancorp, Inc. and its recently completed acquisitions of First Lincolnwood Corporation and LaSalle Systems Leasing and LaSalle Equipment Limited Partnership, might not be realized within the expected time frames; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to

3


technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to realize the residual values of its operating, direct finance, and leveraged leases; (10) the Company's ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in the Chicago metropolitan area in particular; (13) new legislation or regulatory changes; (14) changes in accounting principles, policies or guidelines; and (15) future acquisitions of other depository institutions or lines of business.

        We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

4


LOGO


South Holland Bancorp Acquisition

Consolidating the South Suburban Franchise

        November 4, 2002

5


Forward Looking Statements

        When used in this presentation and in filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

        Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the Company's merger and acquisition activities, including its proposed acquisition of South Holland Bancorp, Inc. and its recently completed acquisitions of First Lincolnwood Corporation and LaSalle Systems Leasing and LaSalle Equipment Limited Partnership, might not be realized within the expected time frames; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to realize the residual values of its operating, direct finance, and leveraged leases; (10) the Company's ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in the Chicago metropolitan area in particular; (13) new legislation or regulatory changes; (14) changes in accounting principles, policies or guidelines; and (15) future acquisitions of other depository institutions or lines of business.

        The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

LOGO

6


Outline of Presentation

7


Strategic Rationale for Transaction

8


Overview of South Holland Bancorp, Inc.

9


South Holland Bancorp, Inc.

10


Branch Locations

         MAP

11


Local Deposit Market Share

Data as of June 30, 2001
Dollar values in thousands
Markets Defined as 2 mile radius from each South Holland Branch

South Holland

Rank
   Institution
   City
   Branch
Count
   Total
Deposits
in Market
   Market
Share
(%)
1   South Holland Bancorp, Inc. (IL)   South Holland   2   314,152   39.08
2   MB Financial Inc. (IL)   South Holland   2   215,609   26.82
3   FBOP Corp. (IL)   Dolton   1   134,396   16.72
4   First Mutual Bncp of IL, Inc. (IL)   Harvey   1   54,565   6.79
5   CFS Bancorp Inc. (IN)   South   1   51,835   6.45
6   Heritage Community Bancorp. (IL)   Dolton   1   33,307   4.14
           
 
 
    Totals       8   803,864   100.00
           
 
 

Lemont
 
 
 
 
 
 

1
 
South Holland Bancorp, Inc. (IL)
 
Lemont
 
1
 
61,871
 
33.90
2   Lemont Bancorp, Inc. (IL)   Lemont   3   49,254   26.98
3   Bank One Corp. (IL)   Lemont   1   47,134   25.82
4   Hemlock Federal Financial Corp (IL)   Lemont   1   18,821   10.31
5   First Capital Bankshares, Inc. (IL)   Lemont   1   5,456   2.99
           
 
 
    Totals       7   182,536   100.00
           
 
 

Dolton
 
 
 
 
 
 

1
 
FBOP Corp. (IL)
 
Dolton
 
1
 
134,396
 
46.07
2   Heritage Community Bancorp. (IL)   Riverdale/Dolton   2   80,547   27.61
3   South Holland Bancorp, Inc. (IL)   Dolton   1   40,119   13.75
4   Umbrella Bancorp Inc. (IL)   Dolton   1   36,651   12.56
           
 
 
    Totals       5   291,713   100.00
           
 
 

Source: SNL Datasource

12

Data as of June 30, 2001
Dollar values in thousands
Market Defined as 3 mile radius from South Holland Branch

Tinley Park

Rank
   Institution
   City
   Branch
Count
   Total
Deposits
in Market
   Market
Share
(%)
1   First Midwest Bancorp Inc. (IL)   Tinley Park/Frankfort   3   434,857   31.02
2   Fifth Third Bancorp (OH)   Tinley Park   2   246,459   17.58
3   Bank of Montreal   Tinley Park/Frankfort   3   140,242   10.00
4   Citigroup Inc. (NY)   Tinley Park   1   129,068   9.21
5   MB Financial Inc. (IL)   Tinley Park   1   78,675   5.61
6   Hemlock Federal Financial Corp (IL)   Tinley Park   1   72,897   5.20
7   MAF Bancorp Inc. (IL)   Tinley Park   1   61,159   4.36
8   AJS Bancorp Inc. (MHC) (IL)   Tinley Park   1   58,293   4.16
9   Marquette National Corporation (IL)   Tinley Park   1   49,760   3.55
10   Allegiance Community Bank (IL)   Tinley Park   2   36,442   2.60
11   Peotone Bancorp, Inc. (IL)   Tinley Park   1   30,615   2.18
12   South Holland Bancorp, Inc. (IL)   Tinley Park   1   23,638   1.69
13   East Side Bancorporation, Inc. (IL)   Tinley Park   1   17,091   1.22
14   I.S.B. Financial Corp. (IL)   Tinley Park   1   15,056   1.07
15   First Savings Bank Hegewisch (IL)   Tinley Park   1   4,359   0.31
16   Republic Bancorp Co. (IL)   Tinley Park   1   3,224   0.23
           
 
 
    Totals   18   22   1,401,835   100.00
           
 
 

Source: SNL Datasource

13


Financial Overview

South Holland Bancorp, Inc.
Dollar values in thousands
Data as of 9/30/02

Balance Sheet

Cash & Securities   $ 241,989  
Net Loans & Leases     274,551  
Intangibles     2,381  
   
 
Total Assets   $ 534,682  
   
 
Deposits   $ 454,323  
Borrowings     0  
   
 
Total Liabilities   $ 459,193  
   
 
Total Common Equity   $ 75,489  
   
 

Income & Returns
 
 
 
 

YTD Pre-tax Net Income
 
$
5,427
 
ROAA     1.37 %
ROAE     9.90 %

14

CHART

CHART

15


Financial Terms and Pricing

16


Financial Terms of Transaction

• Consideration:   100% Cash Merger
• Purchase Price:   $93.1 million*
• Transaction Expenses:   $7.3 million
• Termination Fee:   $3.5 million
• Expected Close:   First Quarter of 2003
*
No stock options granted to management or directors of South Holland Bancorp.

17


Pricing Data

• Purchase Price:   $93.1 million
• Price / LTM Net Income*:   18.1x
• Price / Book Value:   123.3%
• Price / Tangible Book:   127.4%
• Premium to Deposits:   4.4%
• Core Deposit Premium:   4.7%
*
South Holland Bancorp is a Subchapter-S corporation, so this assumes that South Holland's earnings are tax affected at 35%.

18


Recent Acquisition Pricing

Transaction
   P/E
   P/E
Adj*
   P/B
   Prem/
Dep
  
FSL   21.7   9.7   1.2   4.3 %
Lincolnwood   14.4   9.7   1.6   6.9 %
LaSalle Leasing   10.0   6.3   1.3   N/A  
South Holland Bancorp   18.1   6.9   1.2   4.4 %
*
"P/E Adj" is computed as (price - excess equity) / (pre-acquisition core earnings + after-tax cost savings - after tax earnings on excess equity).

19


Recent Acquisition Pricing

Transaction
   IRR
   1st Yr
EPS
   1st Yr
Cost
Saves
  
FSL   27 % +3.5 % 42 %
Lincolnwood   27 % +4.5 % 50 %
LaSalle Leasing   22 % +3.4 % 0 %
South Holland Bancorp*   22 % +3.5 % 21 %
*
For South Holland Bancorp transaction, second year EPS growth is projected to be +8.3% and second year cost saves are estimated 46%.

20


Comparable Transactions

Deal Value Greater Than $15 Million
Transactions Since January 1, 2002
Number of Transactions = 9

 
    
    
    
    
   Transaction Information:
Acquiror
   St
   Seller
   St
   Annc.
Date
   Deal
Value
$(M)
   Deal
Price/
4-Qtr
EPS(x)
   Deal
Price/
Book
(%)
   Deal
Price/
Tan. Bk
(%)
   Tan. Bk
Premium/
Core Dep.
(%)
First Banks Inc.   MO   Bank of Ste. Genevieve   MO   9/18   16.4   NM   92.49   118.04   3.08
First Indiana Corp.   IN   MetroBanCorp   IN   9/4   39.2   24.29   228.49   228.49   19.57
First Merchants Corp.   IN   CNBC Bancorp   OH   8/28   58.0   17.06   229.10   229.29   18.82
Marshall & Ilsley Corp.   WI   Mississippi Valley Bancshares   MO   6/17   510.0   17.79   285.38   285.38   21.13
Investor Group   ND   North Star Holding Co., Inc.   ND   6/10   15.8   11.72   154.99   154.99   6.43
Merchants and Manufacturers   WI   Fortress Bancshares Inc.   WI   5/31   21.2   12.35   149.78   204.50   7.81
Metropolitan Bank Group Inc.   IL   Firstcom Bancorp Inc.   IL   1/29   17.0   44.74   183.72   183.72   8.08
Charter One Financial   OH   Charter National Bancorp, Inc.   MI   1/11   90.4   26.38   337.39   337.39   33.89
Central Bancshares Inc.   IA   Marquette Bank Illinois   IL   1/3   23.5   15.27   176.73   176.73   9.58
           
            HIGH   510.0   44.74   337.39   337.39   33.89
            LOW   15.8   11.72   92.49   118.04   3.08
            MEAN   87.9   21.20   204.23   213.17   14.27
            MEDIAN   23.5   17.43   183.72   204.50   9.58
           
MB Financial Inc.   IL   South Holland Bancorp Inc.   IL   11/4   93.1   18.10   123.30   127.40   4.68

Source: SNL Datasource

21


Comparable Transactions

Deal Value Between $50 & $200 Million
Transactions Since January 1, 2002
Number of Transactions = 20

 
    
    
    
    
   Transaction Information:
Acquiror
   St
   Seller
   St
   Annc.
Date
   Deal
Value
$(M)
   Deal
Price/
4-Qtr
EPS(x)
   Deal
Price/
Book
(%)
   Deal
Price/
Tan. Bk
(%)
   Tan. Bk
Premium/
Core Dep.
(%)
Banknorth Group Inc.   ME   Bancorp Connecticut Inc.   CT   4/11   158.5   16.67   255.24   255.24   27.09
Sky Financial Group Inc.   OH   Three Rivers Bancorp Inc.   PA   5/7   154.7   18.98   191.75   226.00   13.51
Royal Bank of Canada       Admiralty Bancorp Inc.   FL   8/29   149.7   37.68   296.13   318.24   25.48
First Community Bancorp   CA   First National Bank   CA   4/29   142.7   NM   276.95   278.25   18.46
South Financial Group Inc.   SC   Gulf West Banks Inc.   FL   3/21   115.9   22.99   285.21   294.50   20.48
Colonial BancGroup Inc.   AL   Palm Beach Natl Holding Co.   FL   5/28   105.5   33.31   318.28   318.39   27.24
National Penn Bancshares Inc.   PA   FirstService Bank   PA   9/24   94.5   32.51   332.47   390.63   28.95
Charter One Financial   OH   Charter National Bancorp, Inc.   MI   1/11   90.4   26.38   337.39   337.39   33.89
S&T Bancorp Inc.   PA   Peoples Financial Corp.   PA   3/20   87.4   17.05   214.90   217.66   21.17
Synovus Financial Corp.   GA   Community Financial Group Inc.   TN   4/30   84.6   23.78   206.09   207.26   16.96
Pacific Northwest Bancorp   WA   Bank of the Northwest   OR   7/22   84.3   21.69   267.18   267.18   29.19
Synovus Financial Corp.   GA   United Financial Holdings Inc.   FL   9/25   78.8   22.25   292.36   329.11   19.10
Hawthorne Financial Corp.   CA   First Fidelity Bancorp Inc.   CA   3/20   68.4   7.01   165.12   165.12   9.95
South Financial Group Inc.   SC   Central Bank of Tampa   FL   10/3   68.0   16.76   236.77   237.50   30.45
First State Bancorp.   NM   First Community Industrial Bk   CO   5/22   67.0   9.10   255.29   255.29   19.24
KeyCorp   OH   Union Bankshares Ltd.   CO   9/25   65.7   21.15   198.86   243.60   13.77
BOK Financial Corp.   OK   Bank of Tanglewood NA   TX   5/16   65.0   32.11   414.75   414.75   25.75
Partners Trust Financial (MHC)   NY   Herkimer Trust Corp. Inc.   NY   8/13   64.0   20.73   231.06   234.54   13.23
UnionBanCal Corp.   CA   Valencia Bank & Trust   CA   8/6   62.0   20.18   303.68   303.68   20.93
First Merchants Corp.   IN   CNBC Bancorp   OH   8/28   58.0   17.06   229.10   229.29   18.82
           
            HIGH   158.5   37.68   414.75   414.75   33.89
            LOW   58.0   7.01   165.12   165.12   9.95
            MEAN   93.3   21.97   265.43   276.18   21.68
            MEDIAN   84.5   21.15   261.24   261.24   20.71
           
MB Financial Inc.   IL   South Holland Bancorp Inc.   IL   11/4   93.1   18.10   123.30   127.40   4.68

Source: SNL Datasource

22


Financial Impact of Transaction

23


Integration Plan

24


Pro Forma Balance Sheet

MB Financial, Inc.
Dollar values in millions
Data as of 9/30/02

Assets      

Cash & Securities
 
$
1,305
Net Loans & Leases     2,746
Goodwill     68
Other Intangibles     9
Other Assets     272
   
Total Assets   $ 4,400
   

Liabilities
 
 
 

Deposits
 
$
3,594
Borrowings     335
Trust Preferred     85
Other Liabilities     46
   
Total Liabilities   $ 4,060
   

Equity
 
 
 

Total Common Equity
 
$
340
Note:   Includes acquisitions of First Lincolnwood Corp. and LaSalle Systems Leasing, as well as issuance of $60 million of Trust Preferred Securities

25


Summary

26


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
 
 
MB FINANCIAL, INC.

Date:
 
November 4, 2002
 
By:
 
/s/  JILL E. YORK      
Jill E. York, Vice President
and Chief Financial Officer

27



QuickLinks

South Holland Bancorp Acquisition
Consolidating the South Suburban Franchise
Forward Looking Statements
Outline of Presentation
Strategic Rationale for Transaction
Overview of South Holland Bancorp, Inc.
South Holland Bancorp, Inc.
Branch Locations
Local Deposit Market Share
Financial Overview
Financial Terms and Pricing
Financial Terms of Transaction
Pricing Data
Recent Acquisition Pricing
Recent Acquisition Pricing
Comparable Transactions
Comparable Transactions
Financial Impact of Transaction
Integration Plan
Pro Forma Balance Sheet
Summary
SIGNATURES