Board of Governors of the Federal Reserve System

The Federal Reserve Board on Wednesday announced its approval of the proposals by:

1. Fifth Third Bancorp, Cincinnati, Ohio, to acquire MB Financial, Inc., and thereby indirectly acquire MB Financial's subsidiary bank, MB Financial Bank, N.A., both of Chicago, Illinois, pursuant to section 3 of the Bank Holding Company Act of 1956;
2. Fifth Third Bank, Cincinnati, Ohio, to merge with MB Financial Bank, pursuant to section 18(c) of the Federal Deposit Insurance Act; and
3. Fifth Third Bank to establish and operate branches at the locations of the main office and branches of MB Financial Bank, pursuant to section 9 of the Federal Reserve Act.

Attached is the Board's order relating to this action.

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