AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

BETWEEN

MIDWEST BANC HOLDINGS, INC.

AND

NORTHWEST SUBURBAN BANCORP., INC.

March 22, 2007

TABLE OF CONTENTS

LIST OF EXHIBITS

AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER , dated as of March 22, 2007 (this “Agreement” ), by and between Midwest Banc Holdings, Inc., a Delaware corporation (the “Company” ), and Northwest Suburban Bancorp., Inc., a Delaware corporation (the “Seller” ).

RECITALS

      A.  Company. The Company is registered as a bank holding company, having its principal place of business in Melrose Park, Illinois.

      B.  Seller. The Seller is registered as a bank holding company, having its principal place of business in Mount Prospect, Illinois.

      C.  Merger. The respective Boards of Directors of each of the Company and the Seller have determined that it is advisable and in the best interests of their respective organizations and their stockholders for the Seller to merge with and into the Company (the “ Merger ”), upon the terms and subject to the conditions set forth herein and in accordance with the Delaware General Corporation Law (the “ DGCL ”).

      D.  Board Approval. The respective Boards of Directors of each of the Company and the Seller have approved the Merger, upon the terms and subject to the conditions set forth herein, and approved and adopted this Agreement.

      E.  Voting Agreements . Subsequent to the approval of this Agreement by the Seller’s Board of Directors and concurrently with the execution of this Agreement and as a condition and an inducement to the willingness of the Company to enter into this Agreement, the Company has entered into a Stockholder Voting Agreement (the “ Voting Agreement ”) pursuant to which each stockholder listed on Schedule I to such Voting Agreement has agreed to vote the shares of the Seller Common Stock (as defined in Article I) beneficially owned by such stockholder in favor of the Merger.

      F.  Intentions of the Parties . It is the intention of the Parties that the Merger contemplated by this Agreement be treated as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement shall constitute a “plan of reorganization” for purposes of the Code.

AGREEMENT

     In consideration of the foregoing, the mutual covenants herein contained and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged by the Parties by their execution hereof), the Parties agree as follows.

ARTICLE I

      Section 1.01. Definitions . For purposes of this Agreement, the following capitalized terms have the following meanings.

          “ Acquisition Proposal ” means any offer or proposal (other than an offer or proposal by the Company) relating to any Acquisition Transaction.

           “Acquisition Transaction” means any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving: (i) any acquisition or purchase from the Seller by any Person of more than a 15% interest in the total outstanding voting securities of the Seller or any of the Seller Subsidiaries or any tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of the total outstanding voting securities of the Seller or any of the Seller Subsidiaries, or any merger, consolidation, business combination or similar transaction involving the Seller or any of the Seller Subsidiaries, (ii) any sale, lease, exchange, transfer, license, acquisition or other disposition of more than 15% of the assets of the Seller or any of the Seller Subsidiaries, or (iii) any liquidation or dissolution of the Seller or any of the Seller Subsidiaries.

           “Additional Stock Amount” has the meaning set forth in Section 8.01(i).

           “Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person including, without limitation, any partnership or joint venture in which any Person (either alone, or through or together with any other Person) has, directly or indirectly, an interest of 5% or more. For purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

           “Agreement” means this Agreement, as amended or modified from time to time in accordance with Section 9.02.

           “Average Market Price” means the Final VWAP; provided , however , that if the Final VWAP is less than $17.4131, then the Average Market Price for purposes of this Agreement shall be $17.4131, and if the Final VWAP is greater than $21.2827, then the Average Market Price for purposes of this Agreement shall be $21.2827.

           “Bank Secrecy Act” has the meaning set forth in Section 5.03(h)(iv).

           “BHCA” has the meaning set forth in Section 5.03(a)(i).

           “Blue Sky Laws” has the meaning set forth in Section 5.03(e)(ii).

           “Business Day” means any day on which banks are not required or authorized to close in the State of Illinois.

           “Cash Consideration” has the meaning set forth in Section 3.01(b)(ii).

           “Cash Proration Factor” has the meaning set forth in Section 3.03(c)(ii).

           “Certificate(s)” has the meaning set forth in Section 3.02(b).

           “Change of Recommendation” has the meaning set forth in Section 6.06(d).

           “Closing” has the meaning set forth in Section 2.02.

           “Closing Conditions” has the meaning set forth in Section 2.02.

           “Closing Date” has the meaning set forth in Section 2.02.

           “Closing Employment Agreements” has the meaning set forth in Section 7.03(i).

           “Code” has the meaning set forth in the Recitals.

           “Company” has the meaning set forth in the preamble to this Agreement.

           “Company Approvals” has the meaning set forth in Section 5.04(a)(i).

           “Company By-Laws” has the meaning set forth in Section 2.04.

           “Company Certificate” has the meaning set forth in Section 2.04.

           “Company Change of Control” means any of the following transactions in one or a series of related transactions: (i) a merger, consolidation, business combination, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction will hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) a sale, lease, exchange, transfer, license or other disposition by the Company and the Company Subsidiaries of all or substantially all of their assets, as a consolidated group, or (iii) the acquisition by any Person (including by way of a tender offer, merger, consolidation, business combination, exchange offer or similar transaction or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

           “Company Common Stock” means the common stock, par value $.01 per share, of the Company.

           “Company Disclosure Schedule” has the meaning set forth in Section 5.01.

           “Company Employee Plans” has the meaning set forth in Section 6.13.

           “Company Material Adverse Effect” means any Effect that (i) is, or is reasonably expected to be, material and adverse to the financial position, results of operations or business of the Company and the Company Subsidiaries taken as a whole, or (ii) would materially impair the ability of the Company to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement, provided, however, that Company Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar Laws of general applicability or interpretations thereof by courts or Governmental Authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Merger or restructuring charges taken and expenses incurred in connection with the Merger, in each case in accordance with GAAP, and (d) actions or omissions taken by the Company as required hereunder (except to the extent that any of the changes described in clauses (a) and (b) have a disproportionate adverse effect upon the Company as compared to comparable U.S. banking or financial services organizations).

           “Company Reports” has the meaning set forth in Section 5.04(g)(i).

           “Company SEC Reports” has the meaning set forth in Section 5.04(g)(i).

           “Company Subsidiary(ies)” has the meaning set forth in Section 5.04(a)(i).

           “Consent” means any consent, approval, authorization, clearance, exemption, waiver, permit, franchise, charter, license, easement, grant or similar affirmation by any Person pursuant to any Contract, Law or Order.

           “Contract” means, whether written or unwritten, any legally binding agreement, arrangement, authorization, commitment, indenture, instrument, license, lease, obligation, plan, practice, restriction, understanding or undertaking to which any Person is a party or that is binding on any Person or its capital stock, assets or business, including, without limitation, any binding letter of intent or memorandum of understanding.

           “Continued Employee” has the meaning set forth in Section 6.13.

           “Costs” has the meaning set forth in Section 6.12(a).

           “DGCL” has the meaning set forth in the Recitals.

           “Disclosure Schedule” means the Company Disclosure Schedule or the Seller Disclosure Schedule, as applicable.

           “Dissenting Shares” has the meaning set forth in Section 3.01(d).

           “Effect” means any effect, change, event, fact, condition, occurrence or development.

           “Effective Date” has the meaning set forth in Section 2.02.

           “Effective Time” means the effective time of the Merger, as provided for in Section 2.02.

           “Electing Number” has the meaning set forth in Section 3.03(b).

           “Electing Seller Shares” has the meaning set forth in Section 3.01(b)(i).

           “Election Date” has the meaning set forth in Section 3.02(c).

           “Environmental Claims” has the meaning set forth in Section 5.03(l).

           “Environmental Laws” has the meaning set forth in Section 5.03(l).

           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

           “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

           “Exchange Agent” has the meaning set forth in Section 3.02(b).

           “Exchange Fund” has the meaning set forth in Section 3.05.

           “Exchange Ratio” means the quotient obtained (expressed to the nearest thousandth) by dividing (x) $42.75 by (y) the Average Market Price; provided , that if the Seller provides notice of termination of this Agreement as provided in Section 8.01(i)(1) and the Company elects to increase the Stock Consideration as provided in Section 8.01(i)(3), the Exchange Ratio shall equal the Additional Stock Amount determined in accordance with Section 8.01(i)(3).

           “Executive Agreements” means those agreements and arrangements referenced on Section 6.13 of the Seller Disclosure Schedule that are executed by the Seller and certain executive officers of the Seller as of the date of this Agreement.

           “FDIC” has the meaning set forth in Section 5.03(a)(ii).

           “Federal Reserve Board” has the meaning set forth in Section 5.03(a)(i).

           “Final Index Price” means the average of the Final Prices for all of the companies comprising the Index Group. If the Company or any company belonging to the Index Group declares a stock dividend or effects a reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Effective Time, the closing prices for the common stock of such company shall be appropriately adjusted for the purposes of the applicable definitions herein so as to be comparable to the closing price on the date of this Agreement.

           “Final Price” of any company belonging to the Index Group means the average of the daily closing sale prices of a share of common stock of such company, as reported in the consolidated transaction reporting system for the market or exchange on which such common stock is principally traded, during the period of thirty (30) consecutive trading days in which such shares are traded on such market or exchange ending at the end of the third (3rd) trading day immediately preceding the Effective Time.

           “Final VWAP” means the volume weighted average price per share of Company Common Stock, rounded to the nearest one-hundredth of a cent, during the period of thirty (30) consecutive trading days in which such shares are traded on The Nasdaq Stock Market ending at the end of the third (3rd) trading day immediately preceding the Effective Time. For this purpose, the Final VWAP shall be calculated using the default criteria for the function known as “Bloomberg VWAP” of the AQR function for Company Common Stock on the automated quote and analytical system distributed by Bloomberg Financial LP.

           “Form of Election” has the meaning set forth in Section 3.02(c).

           “GAAP” has the meaning set forth in Section 5.03(g)(ii).

           “GLB Act” has the meaning set forth in Section 5.03(h)(iv).

           “Governmental Authority” has the meaning set forth in Section 3.10.

           “Hazardous Materials” has the meaning set forth in Section 5.03(r).

           “IDFPR” has the meaning set forth in Section 5.03(a).

           “Indemnified Party(ies)” has the meaning set forth in Section 6.12(a).

           “Index Group” means all of those companies that comprise the Nasdaq Bank Index, the common stock of which is publicly traded and as to which there is no pending publicly announced proposal at any time during the period of thirty (30) consecutive trading days ending at the end of the third (3rd) trading day immediately preceding the Effective Time for such company to be acquired or to acquire another company or with respect to any other extraordinary transaction or event (other than any transaction contemplated in the definition of “Final Index Price” set forth herein).

           “Initial Index Price” means $3,335.29, which is the average of the daily closing sale prices of a share of common stock of the companies comprising the Index Group, as reported in the consolidated transactions reporting system for the market or exchange on which such common stock is principally traded, during the period of thirty (30) consecutive trading days in which such shares are traded on such market or exchange ending at the end of trading on March 20, 2007.

           “Initial VWAP” means $19.3479, which is the volume weighted average price per share of Company Common Stock, rounded to the nearest one-hundredth of a cent, during the period of thirty (30) consecutive trading days in which such shares are traded on The Nasdaq Stock Market ending at the end of trading on March 20, 2007. For this purpose, the Initial VWAP shall be calculated using the default criteria for the function known as “Bloomberg VWAP” of the AQR function for Company Common Stock on the automated quote and analytical system distributed by Bloomberg Financial LP.

           “IRS” has the meaning set forth in Section 5.03(i)(i).

           “Knowledge” , as used with respect to a Party, means (i)(A) in the case of the Seller, those facts that are actually known by the Chief Executive Officer, President or Chief Financial Officer of the Seller or Mount Prospect National Bank or any of the other executive officers who also serve on the Seller’s or Mount Prospect National Bank’s Board of Directors, and (B) in the case of the Company, those facts that are actually known by the Chief Executive Officer, President or Chief Financial Officer of the Company, and (ii) those facts that would reasonably be expected to have come to the attention of one or more of the officers referred to in the preceding clause (i) had such officer conducted a reasonable due diligence review of such Party’s operations and business.

           “Law” means any federal, state, local, municipal, foreign, international, multinational, territorial or other administrative order, constitution, law, ordinance, rule, regulation, statute or treaty and any guidance issued thereunder, including any transitional relief or rules provided in connection therewith.

           “Liability” , as to any Person, means (i) any obligation of such Person for borrowed money, (ii) any obligation of such Person evidenced by bonds, debentures, notes or other instruments, (iii) any obligation of such Person to pay the deferred purchase price of property or services, (iv) any capitalized lease obligation of such Person, (v) any obligation or liabilities of others secured by a Lien on any asset owned by such Person, whether or not such obligation or liability is assumed by such Person, (vi) any contingent obligation of such Person, and (vii) any other liability of such Person, whether known or unknown, unasserted or asserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated or due or to become due.

           “Liens” means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on or with respect to any property (real or personal) or property (real or personal) interest, other than (i) Liens for current Taxes upon the assets or property of a Person or its subsidiaries which are not yet due and payable provided appropriate reserves have been established therefor on the financial statements of such Person, (ii) for depository institution subsidiaries of a Person, pledges to secure deposits and Liens incurred in the ordinary course of the banking business, and (iii) zoning restrictions, easements, licenses and other restrictions on the use of real property, or minor irregularities in title thereto, that do not materially impair the use of such property in the operation of the business of such Person as such is now presently being conducted.

           “Loan Property” has the meaning set forth in Section 5.03(l).

           “Material Contract” has the meaning set forth in Section 5.03(r).

           “Maximum Amount” has the meaning set forth in Section 6.12(c).

           “Merger” has the meaning set forth in the Recitals.

           “Merger Consideration” has the meaning set forth in Section 3.01(b).

           “Non-Electing Number” has the meaning set forth in Section 3.03(c).

           “Non-Electing Shares” has the meaning set forth in Section 3.03(c).

           “Non-Qualifying Stock Election” has the meaning set forth in Section 3.03(b)(iii).

           “Non-Qualifying Non-Electing Shares” has the meaning set forth in Section 3.03(c)(iii).

           “OCC” means the Office of the Comptroller of the Currency.

           “Order” means any award, decision, decree, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or any other Governmental Authority.

           “OTS” means the Office of Thrift Supervision.

           “Participation Facility” has the meaning set forth in Section 5.03(l).

           “Party” means the Company or the Seller, as applicable, and “Parties” means the Company and the Seller.

           “Patriot Act” has the meaning set forth in Section 5.03(h)(iv).

           “Person” means any individual, bank, corporation, partnership, association, joint-stock company, business trust or unincorporated organization.

           “Previously Disclosed” by a Party means information set forth in its Disclosure Schedule.

           “Proceeding” means any action, arbitration, cause of action, claim, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, formal inquiry, administrative or other proceeding, or written notice by any Person alleging potential Liability of another Person, or invoking or seeking to invoke legal process to obtain information relating to or affecting another Person, which affects such other Person’s business, assets (including Contracts related to it), or obligations under the transactions contemplated by this Agreement, but shall not include regular, periodic examinations of depository institutions and their Affiliates by Regulatory Authorities in the ordinary course consistent with past practice.

           “Proxy Statement/Prospectus” has the meaning set forth in Section 5.03(h).

           “Qualifying Non-Electing Share” has the meaning set forth in Section 3.03(c)(i).

           “Qualifying Stock Election” has the meaning set forth in Section 3.03(b)(i).

           “Registration Statement” has the meaning set forth in Section 5.04(h).

           “Regulatory Authority” means the Federal Trade Commission, the United States Department of Justice, the Federal Reserve Board, the FDIC, the OCC, the OTS, the IDFPR, the SEC, and all other federal and state regulatory agencies and public authorities having jurisdiction over any of the Parties or their respective Subsidiaries.

           “Reimbursable Company Expenses” means all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to the Company and its Affiliates) incurred by the Company, its Affiliates or on their behalf in connection with or related to the authorization, preparation and execution of this Agreement, the Registration Statement, the Proxy Statement/Prospectus, the solicitation of stockholder approvals and all other matters related to the closing of the transactions contemplated by this Agreement.

           “Rights” means all arrangements, calls, commitments, Contracts, options, rights to subscribe to, scrip, warrants or other binding obligations of any character whatsoever by which a Person is or may be bound to issue additional shares of its capital stock or other Rights, or securities or Rights convertible into or exchangeable for, shares of the capital stock of a Person.

           “SEC” means the Securities and Exchange Commission.

           “Section 409A” has the meaning set forth in Section 5.03(i)(v).

           “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

           “Seller” has the meaning set forth in the preamble to this Agreement.

           “Seller 2006 Financial Statements” has the meaning set forth in Section 6.20.

           “Seller Approvals” has the meaning set forth in Section 5.03(a)(ii).

           “Seller Benefit Plans” has the meaning set forth in Section 5.03(i)(i).

           “Seller’s Board of Directors Recommendation” has the meaning set forth in Section 5.03(d).

           “Seller By-Laws” has the meaning set forth in Section 5.03(b).

           “Seller Certificate” has the meaning set forth in Section 5.03(b).

           “Seller Common Stock” means the common stock, par value $0.01 per share, of the Seller.

           “Seller Disclosure Schedule” has the meaning set forth in Section 5.01.

           “Seller Financial Statements” has the meaning set forth in Section 5.03(g)(ii).

           “Seller Material Adverse Effect” means any Effect that (i) is, or is reasonably expected to be, material and adverse to the financial position, results of operations or business of the Seller and the Seller Subsidiaries taken as a whole, or (ii) would materially impair the ability of the Seller to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement, provided, however, that Seller Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar Laws of general applicability or interpretations thereof by courts or Governmental Authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Merger or restructuring charges taken and expenses incurred in connection with the Merger, in each case in accordance with GAAP (except to the extent that any of the changes described in clauses (a)

and (b) have a disproportionate adverse effect upon the Seller as compared to comparable U.S. banking or financial services organizations), and (d) actions or omissions taken by the Seller as required hereunder.

           “Seller Reports” has the meaning set forth in Section 5.03(g)(i).

           “Seller Stock Options” has the meaning set forth in Section 3.16.

           “Seller Stock Option Plans” means the Amended and Restated Northwest Suburban Bancorp, Inc. 1997 Stock Incentive Plan and the Northwest Suburban Bancorp., Inc. Restated and Amended Directors’ Stock Option Plan.

           “Seller Stockholders’ Meeting” has the meaning set forth in Section 5.03(j).

           “Seller Subsidiary(ies)” has the meaning set forth in Section 5.03(a)(i).

           “Seller Treasury Shares” has the meaning set forth in Section 3.01(a).

           “Stock Consideration” has the meaning set forth in Section 3.01(b)(i).

           “Stock Election” has the meaning set forth in Section 3.02(a).

           “Stock Proration Factor” has the meaning set forth in Section 3.03(b)(ii).

           “Subsidiary(ies)” means the Company Subsidiaries or the Seller Subsidiaries, as applicable.

           “Subsidiary Bank Merger” has the meaning set forth in Section 6.17.

           “Subsidiary Reorganization” has the meaning set forth in Section 6.17.

           “Subsidiary Organizational Documents” has the meaning set forth in Section 5.03(b).

           “Superior Offer” means an unsolicited, bona fide written offer made by a third Person to consummate any of the following transactions in one or a series of related transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Seller pursuant to which the stockholders of the Seller immediately preceding such transaction will hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) a sale, lease, exchange, transfer, license or other disposition by the Seller and the Seller Subsidiaries of all or substantially all of their assets, as a consolidated group, or (iii) the acquisition by any Person (including by way of a tender offer, merger, consolidation, business combination, exchange offer or similar transaction or issuance by the Seller), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Seller; provided, however, that in each of clause (i), (ii) or (iii) above, the Superior Offer shall be on terms that the Seller’s Board of Directors determines, in its good faith judgment, to be more favorable to the stockholders of the Seller (taking into account all factors which the Seller’s Board of Directors may deem reasonably relevant, including, without limitation, the relative value and form of the consideration offered, all other terms and conditions of the respective offer, including, without limitation, the presence of a financial contingency, the likelihood of obtaining financing on a timely basis if a financing contingency is present, and the likelihood of obtaining any required Consents or Orders from Governmental Authorities) than the terms of the Merger (after receipt and consideration of the advice of a financial advisor of nationally recognized reputation).

           “Surviving Corporation” has the meaning set forth in Section 2.01.

           “Takeover Laws” has the meaning set forth in Section 5.03(e)(i).

           “Tax” and “Taxes” means any federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, gains, gross receipts, profits, alternative or add-on minimum, sales, use, ad valorem, goods and services, capital, capital stock, production, transfer, registration, franchise, windfall profits, license, withholding, payroll, social security (or similar) employment, disability, employer health, excise, estimated, severance, stamp, occupation, premium, property, environmental (including taxes under Code Section 59A), unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority, whether disputed or not, and including any obligation to indemnify or otherwise assume or succeed to the tax Liability of any other Person, whether arising before, on or after the Effective Date.

           “Tax Returns” means any return, amended return, claim for refund or information return or other report (including elections, declarations, disclosures, schedules and estimates) required to be filed with respect to any Tax, including any amendment thereof.

           “Termination Fee” has the meaning set forth in Section 8.03(a).

           “Title IV Plan” has the meaning set forth in Section 5.03(i)(ii).

           “Total Cash Number” has the meaning set forth in Section 3.03(a).

           “Total Qualifying Cash Number” has the meaning set forth in Section 3.03(c)(ii).

           “Total Qualifying Stock Election Number” has the meaning set forth in Section 3.03(b)(ii).

           “Total Stock Election Number” has the meaning set forth in Section 3.03(a).

           “Voting Agreement” has the meaning set forth in the Recitals.

ARTICLE II

      Section 2.01. Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time the Seller shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Seller shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation” ).

      Section 2.02. Closing, Effective Date and Effective Time . At the Company’s election, the closing of the Merger (the “Closing” ) shall take place on (i) the last business day of, or (ii) the first business day of the month following, or (iii) the first business day of the month which is the first month of the earliest calendar quarter following, in each case, the month during which all applicable waiting periods in connection with approvals of Governmental Authorities and the receipt of all approvals of Governmental Authorities and all conditions to the consummation of the Merger (the “Closing Conditions” ) are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of such conditions) ( provided, that no Closing Date determined under clause (iii) may occur more than forty-five (45) days after the date on which the

Closing Conditions are satisfied or waived), or on such other date after such satisfaction or waiver as the Company and the Seller may agree (the “Closing Date” ). Contemporaneous with the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger, as necessary, and any other required documents, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the effective date and time of such filing or such date and time as the Company and the Seller shall agree and specify in the certificate of merger are referred to herein as the “Effective Time” ; the date on which the Effective Time shall occur is referred to herein as the “Effective Date” ).

      Section 2.03. Effects of Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and the Seller shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Seller shall become the debts, liabilities and duties of the Surviving Corporation.

      Section 2.04. Certificate of Incorporation and By-Laws . At the Effective Time, the Company’s Certificate of Incorporation, as amended or restated (the “Company Certificate” ), and the Company’s By-Laws, as amended or restated (the “Company By-Laws” ), as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation.

      Section 2.05. Directors and Officers . At the Effective Time, the directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By Laws of the Surviving Corporation, except that one person, mutually satisfactory to the Company and the Seller who satisfies the definition of an “independent director” under the Nasdaq listing standards, shall be added to the Board of Directors of the Surviving Corporation as soon as practicable after the Effective Time. At the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed.

      Section 2.06. Changes . With the prior written consent of the Seller (which consent shall not be unreasonably withheld), the Company may at any time prior to the Seller Stockholders’ Meeting change the method of effecting the combination with the Seller (including the provisions of this Article II) if and to the extent it deems such change to be reasonably necessary, appropriate or desirable, provided, however , that no such change shall (i) alter or change the amount or kind of Merger Consideration to be issued to holders of Seller Common Stock as provided for in this Agreement, (ii) cause the transaction to not qualify as a reorganization under Section 368 of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. The Parties shall appropriately amend this Agreement and any related documents to reflect any such revised structure or method.

ARTICLE III

      Section 3.01. Effect on Common Stock . As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Seller Common Stock:

           (a) Seller Treasury Shares. All shares of Seller Common Stock that are owned by the Seller, other than in a fiduciary capacity, as treasury stock or otherwise (the “Seller Treasury Shares” ) or by the Company shall be canceled and retired and shall cease to exist and no cash, Company Common Stock or other consideration shall be delivered in exchange therefor.

           (b) Merger Consideration. Subject to Section 3.03, each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than the Seller Treasury Shares, the Dissenting Shares and shares of Seller Common Stock owned by the Company) shall be converted at the Effective Time into the following (the “Merger Consideration” ):

                (i)  for each such share of Seller Common Stock with respect to which a Stock Election has been effectively made and not revoked or lost pursuant to Section 3.02 (the “Electing Seller Shares” ), the right to receive (A) the number of fully paid and nonassessable shares of Company Common Stock equal to the Exchange Ratio or (B) in the event that a Company Change of Control is consummated or the Company enters into a Contract providing for a Company Change of Control, in each case prior to the Effective Time, 2.2095 fully paid and nonassessable shares of Company Common Stock (the shares of Company Common Stock set forth in clause (A) or clause (B), as applicable, are referred to herein as the “Stock Consideration” ); and

                (ii)  for each such share of Seller Common Stock (other than Electing Seller Shares), the right to receive $42.75 in cash (the “Cash Consideration” ).

The Stock Consideration and the Cash Consideration shall be subject to further adjustment as set forth in Section 3.04. Upon such conversion, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate shall thereafter represent the right to receive the Merger Consideration and cash for fractional shares in accordance with Section 3.09 upon the surrender of the Certificate(s) in accordance with the terms of this Agreement.

           (c) Company Common Stock. Each share of Company Common Stock outstanding immediately prior to the Effective Time shall remain outstanding and unchanged following the Effective Time.

           (d) Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares” ) shall not be converted into the right to receive the Merger Consideration, unless and until such stockholders shall have failed to perfect any available right of appraisal under applicable Law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Seller Common Stock held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 3.01(b) (and, if no election is timely made by such holder pursuant to Section 3.02, into the Cash Consideration, subject to proration pursuant to Section 3.03). The Seller shall give the Company (A) prompt notice of any demands for appraisal filed pursuant to Section 262 of the DGCL received by the Seller, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL and received by the Seller, and (B) the opportunity to participate in all negotiations and proceedings with respect to demands made pursuant to Section 262 of the DGCL. The Seller shall not, except with the prior written consent of the Company, (x) make any payment with respect to any such demand, (y) offer to settle or settle any such demand, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

      Section 3.02. Stock Elections .

           (a) Right to Make. Each Person who, on or prior to the Election Date, is a record holder of shares of Seller Common Stock shall be entitled, with respect to all or any portion of such Person’s shares, other than Seller Treasury Shares and Dissenting Shares, to make an unconditional election (a “Stock Election” ) on or prior to such Election Date to receive Company Common Stock for such holder’s shares of Seller Common Stock, on the basis hereinafter set forth; provided, however, that, unless the nominee advises the Exchange Agent otherwise in writing, each of the beneficial owners of shares held of record by a bank, trust company, broker, dealer or other recognized nominee (including, for these purposes, shares allocated to participants’ accounts under any Seller Benefit Plans) shall be treated as a separate record holder and either directly or through such nominee may submit a separate Form of Election for shares that are beneficially owned by such beneficial owner.

           (b) Exchange Agent. Prior to the Effective Time, the Company shall appoint, subject to the approval of the Seller (which approval shall not be unreasonably withheld or delayed), an exchange agent (the “Exchange Agent” ) for the purpose of exchanging certificates which immediately prior to the Effective Time evidenced shares of Seller Common Stock (the “Certificates” ) for the Merger Consideration.

           (c) Forms of Election. The Company shall prepare a form of election (the “Form of Election” ) which shall be subject to the approval of the Seller (which approval shall not be unreasonably withheld or delayed) to be mailed by the Seller to the record holders of shares of Seller Common Stock not more than sixty (60) Business Days nor less than twenty (20) Business Days prior to the Election Date. The Form of Election may be included on the proxy solicited from stockholders of the Seller in connection with the approval of the Seller’s stockholders of the Merger. The Form of Election shall be used by each record holder of shares of Seller Common Stock who wishes to make a Stock Election, subject to the proration provisions of Section 3.03. The Seller shall use its reasonable efforts to make the Form of Election available to all Persons who become holders of shares of Seller Common Stock during the period between the record date for the mailing of the Form of Election and the Election Date. Any Stock Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., Chicago time, on the Business Day specified by the Seller in the Form of Election (or a later Business Day specified by the Seller, reasonably acceptable to the Company, in a subsequent press release or other mailing to each of the Seller’s stockholders) (the “Election Date” ), which Election Date shall be two (2) Business Days prior to the date on which the Company reasonably believes the Effective Time will occur, a Form of Election properly completed and signed and accompanied by Certificates representing the shares of Seller Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Seller (or by an appropriate guarantee of delivery of such Certificates as set forth in such Form of Election from a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery). Any Form of Election may be revoked by the stockholder submitting it only by written notice received by the Exchange Agent prior to 5:00 p.m., Chicago time, on the Election Date. If a Form of Election is revoked, the Certificate or Certificates (or guarantees of delivery, as appropriate) for the shares of Seller Common Stock to which such Form of Election relates shall be promptly returned by the Exchange Agent to the stockholder of the Seller submitting the same.

           (d) Exchange Agent Determination. The determination of the Exchange Agent (or the mutual determination of the Seller and the Company in the event that the Exchange Agent declines to make any such determination) shall be binding as to whether or not Stock Elections have been properly made or revoked pursuant to this Section 3.02 with respect to shares of Seller Common Stock and as to when Stock Elections and revocations were received by it. If the Exchange Agent reasonably determines in good faith that any Stock Election was not properly made with respect to shares of Seller Common Stock, such shares shall be treated by the Exchange Agent as shares which were not Electing Seller

Shares at the Effective Time, and such shares shall be converted in the Merger into (i) the right to receive the Stock Consideration pursuant to Section 3.01(b)(i) with respect to forty-five percent (45%) of such shares and (ii) the right to receive the Cash Consideration pursuant to Section 3.01(b)(ii) with respect to fifty-five percent (55%) or such shares, subject to proration as provided in Section 3.03. The Exchange Agent (or the Seller and the Company by mutual agreement in the event that the Exchange Agent declines to make any such determination) shall also make all computations as to the allocation and the proration contemplated by Section 3.03, and any such computation shall be conclusive and binding on the stockholders of the Seller. The Exchange Agent may, with the mutual written agreement of the Seller and the Company, make such rules as are consistent with this Section 3.02 for the implementation of the Stock Elections provided for in this Agreement and as shall be necessary or desirable to fully effect such Stock Elections.

      Section 3.03. Proration .

           (a) Proration Requirements. Notwithstanding anything in this Agreement to the contrary, the number of shares of Seller Common Stock (the “Total Stock Election Number” ) to be converted into the right to receive Stock Consideration in the Merger shall be equal to forty-five percent (45%) of the number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time. The number of shares of Seller Common Stock to be converted into the right to receive Cash Consideration in the Merger (the “Total Cash Number” ) shall be equal to (i) the number of issued and outstanding shares of Seller Common Stock immediately prior to the Effective Time, less (ii) the sum of (A) the Total Stock Election Number, and (B) the number of Dissenting Shares, if any; provided, however , that, in the event that the Electing Number shall be less than the Total Stock Election Number, the Company may, in its sole discretion, increase the Total Cash Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however , that the Company shall not increase the Total Cash Number by an amount that would prevent either the tax opinion referred to in Section 7.02(c) or the tax opinion referred to in Section 7.03(c) from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase in the Total Cash Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. To the extent the Company exercises its right to increase the amount of the Total Cash Number as described in this Section 3.03(a), the Parties acknowledge and agree that such increased amount shall be deemed the “Total Cash Number” as used in this Section 3.03, and the amount of the Total Stock Election Number shall be correspondingly decreased and the resulting decreased amount of the Total Stock Election Number shall be deemed the “Total Stock Election Number” as used in this Section 3.03.

           (b) Procedure for Decreasing Stock Election Number. If the aggregate number of shares of Seller Common Stock in respect of which Stock Elections have been made (the “Electing Number” ) exceeds the Total Stock Election Number, each Electing Seller Share shall be converted into the right to receive shares of Company Common Stock or the Cash Consideration in accordance with the terms of Section 3.01 in the following manner:

                (i)  if any Person shall have effectively made, and not subsequently revoked or lost, a Stock Election with respect to exactly forty-five percent (45%) of all of such Person’s shares of Seller Common Stock (a “ Qualifying Stock Election ”), each share of Seller Common Stock with respect to which such Qualifying Stock Election has been made shall be converted into the right to receive Stock Consideration;

                (ii)  a proration factor (the “Stock Proration Factor” ) shall be determined by dividing (A) the difference obtained by subtracting the aggregate number of shares of Seller Common Stock with respect to which a Qualifying Stock Election has been made (the “ Total Qualifying Stock

Election Number ”) from the Total Stock Election Number by (B) the difference obtained by subtracting the Total Qualifying Stock Election Number from the Electing Number;

                (iii)  the number of Electing Seller Shares covered by each Stock Election that is not a Qualifying Stock Election (a “ Non-Qualifying Stock Election ”) that shall be converted into the right to receive Stock Consideration shall be determined by multiplying the Stock Proration Factor by the total number of Electing Seller Shares covered by such Non-Qualifying Stock Election; and

                (iv)  all Electing Seller Shares, other than those shares converted into the right to receive Stock Consideration in accordance with Section 3.03(b)(i) or Section 3.03(b)(iii), shall be converted into the right to receive the Cash Consideration (on a consistent basis among stockholders of the Seller who made Stock Elections, pro rata to the respective numbers of shares of Seller Common Stock as to which they made such Stock Elections) as if such shares were not Electing Seller Shares, in accordance with the terms of Section 3.01(b)(ii).

           (c) Procedure for Increasing Stock Election Number. If the number of shares (the “Non-Electing Number” ) of Seller Common Stock as to which no Stock Elections were made, other than Seller Treasury Shares and Dissenting Shares (such shares, the “Non-Electing Shares” ), exceeds the Total Cash Number (as the same may be increased as provided in Section 3.03(a)), each Non-Electing Share shall be converted into the right to receive shares of Company Common Stock or cash in accordance with the terms of Section 3.01 in the following manner:

                (i)  if any Person shall have made a Qualifying Stock Election, each Non-Electing Share (each, a “ Qualifying Non-Electing Share ”) held by such Person shall be converted into the right to receive the Cash Consideration;

                (ii)  a proration factor (the “Cash Proration Factor” ) shall be determined by dividing (A) the difference obtained by subtracting the aggregate number of Qualifying Non-Electing Shares (the “ Total Qualifying Cash Number ”) from the Total Cash Number by (B) the difference obtained by subtracting the Total Qualifying Cash Number from the Non-Electing Number;

                (iii)  the number of Non-Electing Shares other than Qualifying Non-Electing Shares (the “ Non-Qualifying Non-Electing Shares ”) to be converted into the right to receive the Cash Consideration shall be determined by multiplying the Cash Proration Factor by the total number of Non-Qualifying Non-Electing Shares; and

                (iv)  all Non-Electing Shares, other than those converted into the right to receive Cash Consideration in accordance with Section 3.03(c)(i) or Section 3.03(c)(iii), shall be converted into the right to receive Stock Consideration (on a consistent basis among stockholders of the Seller who held Non-Qualifying Non-Electing Shares, pro rata to the respective number of Non-Qualifying Non-Electing Shares) as if such shares were Electing Seller Shares, in accordance with the terms of Section 3.01(b)(i).

      Section 3.04. Adjustment for Dilution and Other Matters . If between the date of this Agreement and the Effective Time, the outstanding Company Common Stock or Seller Common Stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Merger Consideration shall be appropriately adjusted to provide to the holders of Seller Common Stock the same economic effect as contemplated by this Agreement prior to such event. In the event that the sum of (i) the number of shares of Seller Common Stock presented for exchange pursuant to this Article III or otherwise issued and outstanding at the

Effective Time, and (ii) the number of shares of Seller Common Stock issuable upon the exercise of Seller Stock Options or other Rights (whether pursuant to Seller Stock Options or otherwise) as of the Effective Time, shall be greater than the sum of (x) the number of shares of Seller Common Stock issued and outstanding as of the date hereof, and (y) the number of shares of Seller Common Stock issuable upon exercise of Seller Stock Options or other Rights as of the date hereof, each as set forth in Section 5.03(c) of the Seller Disclosure Schedule, then the Merger Consideration shall be appropriately and proportionately decreased to take into account such additional issued and outstanding, or issuable, shares of Seller Common Stock. If, between the date hereof and the Effective Time, the Company shall consolidate with or merge into any other corporation and the terms thereof shall provide that Company Common Stock shall be converted into or exchanged for the shares of any other corporation or entity, then provision shall be made as part of the terms of such consolidation or merger so that stockholders of the Seller who would be entitled to receive shares of Company Common Stock pursuant to this Agreement shall be entitled to receive, in lieu of each share of Company Common Stock issuable to such stockholders as provided herein, the same kind and amount of securities or assets as shall be distributable upon such consolidation or merger with respect to one share of Company Common Stock.

      Section 3.05. Exchange Fund . The Company shall deposit with the Exchange Agent, in trust for the benefit of holders of shares of Seller Common Stock, at or prior to the Effective Time, certificates representing the Company Common Stock issuable pursuant to Section 3.01 in exchange for outstanding shares of Seller Common Stock. The Company shall maintain cash sufficient to pay the cash portion of the Merger Consideration and, as needed, additional cash sufficient to pay cash in lieu of fractional shares pursuant to Section 3.09 and any dividends and other distributions pursuant to Section 3.07. Any certificates of Company Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

      Section 3.06. Exchange Procedures . As soon as practicable after the Effective Time, but in no event later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of a Certificate who has not surrendered the Certificate representing all of the shares of Seller Common Stock owned by such holder pursuant to Section 3.02 (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as the Company may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Company Common Stock (which may be, at the election of the Company, in uncertificated book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01 and Section 3.03 (after taking into account all shares of Seller Common Stock then held by such holder), and (B) a check for the cash portion of the Merger Consideration (subject to the proration provisions of Section 3.03) and for the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Company Common Stock pursuant to Section 3.09 and dividends and other distributions pursuant to Section 3.07. No interest shall be paid or shall accrue on any cash payable for the cash portion of the Merger Consideration or pursuant to Section 3.07 or Section 3.09. In the event of a transfer of ownership of Seller Common Stock which is not registered in the transfer records of the Seller, one or more shares of Company Common Stock evidencing, in the aggregate, the proper number of shares of Company Common Stock and a check for the cash portion of the Merger Consideration, the cash in lieu of any fractional shares of Company Common Stock pursuant to Section 3.09 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.07, may be issued with respect to such Seller Common Stock to such a transferee if the

Certificate representing such shares of Seller Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Persons who have made an effective Stock Election as provided in Section 3.02 and Section 3.03 and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 3.06.

      Section 3.07. Distributions With Respect to Unexchanged Shares . No dividends or other distributions declared or made with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock that such holder would be entitled to receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with Section 3.06. Subject to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Company Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date prior to such surrender payable with respect to such shares of Company Common Stock, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Company Common Stock.

      Section 3.08. No Further Rights in Seller Common Stock . All shares of Company Common Stock issued and cash paid upon conversion of shares of Seller Common Stock in accordance with the terms of this Article III (including any cash paid pursuant to Section 3.07 or Section 3.09) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Seller Common Stock. Until surrendered as contemplated by this Article III, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration.

      Section 3.09. No Fractional Shares of Company Common Stock . No certificates or scrip or shares of Company Common Stock representing fractional shares of Company Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests shall not entitle the owner thereof to vote or to have any rights of a stockholder of the Company or a holder of shares of Company Common Stock. Notwithstanding any other provision of this Agreement, each holder of shares of Seller Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Company Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Company Common Stock multiplied by (ii) the closing price for a share of Company Common Stock on The Nasdaq Stock Market on the last trading day immediately preceding the Effective Time.

      Section 3.10. Termination of Exchange Fund . Any portion of the Exchange Fund which remains undistributed to the holders of Certificates for six (6) months after the Effective Time shall be delivered to the Company or otherwise on the instruction of the Company and any holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and the Company for the Merger Consideration with respect to the shares of Seller Common Stock formerly represented thereby to which such holders are entitled pursuant to Section 3.01 Section 3.06, any cash in lieu of fractional shares of Company Common Stock to which such holders are entitled pursuant to Section 3.09 and any dividends or distributions with respect to shares of Company Common Stock to which such holders are entitled pursuant to Section 3.07. Any portion of the Exchange Fund remaining unclaimed by holders of Shares as of a date which is immediately prior to such time as

such amounts would otherwise escheat to or become property of any United States federal, state or local or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory (including any Regulatory Authority) or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body (each a “Governmental Authority” ), shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

      Section 3.11. No Liability . None of the Company, the Seller, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

      Section 3.12. Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Seller Common Stock formerly represented thereby, any cash in lieu of fractional shares of Company Common Stock, and unpaid dividends and distributions on shares of Company Common Stock deliverable in respect thereof, pursuant to this Agreement.

      Section 3.13. Withholding Rights . The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation, and such amounts shall be delivered by the Surviving Corporation to the applicable Taxing authority.

      Section 3.14. Further Assurances . At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Seller or the Company, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Seller or the Company, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

      Section 3.15. Stock Transfer Books . The stock transfer books of the Seller shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Seller Common Stock thereafter on the records of the Seller. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason shall be converted into the Merger Consideration with respect to the shares of Seller Common Stock formerly represented thereby, any cash in lieu of fractional shares of Company Common Stock to which the holders thereof are entitled pursuant to Section 3.09 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 3.07.

      Section 3.16. Seller Stock Options . The Seller shall take all action reasonably necessary so that, on or before the Closing Date, each holder of a stock option (the “Seller Stock Options” ) heretofore granted under the Seller Stock Option Plans or pursuant to any employment or other agreement shall

exercise such Seller Stock Option in accordance with its terms or exchange it with the Seller as described in Section 6.13 of the Seller Disclosure Schedule; provided, however , that in the event that any such Seller Stock Options shall remain outstanding immediately prior to the Effective Time, then each such Seller Stock Option shall be exchanged for an amount of cash equal to $0.01 and at the Effective Time each such Seller Stock Option shall become null and void and of no further force or effect.

ARTICLE IV

      Section 4.01. Forbearance of Seller . From the date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article VIII, except as expressly contemplated by this Agreement, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), the Seller shall not, and shall cause each of the Seller Subsidiaries not to:

           (a) Ordinary Course. Conduct the business of the Seller and the Seller Subsidiaries other than in the ordinary and usual course in compliance in all material respects with all applicable Laws, or fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would adversely affect or delay the ability of the Seller, the Company or any of their Subsidiaries to perform any of their obligations on a timely basis under this Agreement, or take any action that would have a Seller Material Adverse Effect.

           (b) Capital Stock. Other than pursuant to Rights Previously Disclosed or as contemplated by Section 6.13 of the Seller Disclosure Schedule, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Seller Common Stock, or any Rights, or any securities or other Rights of any of the Seller Subsidiaries, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of Seller Common Stock to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights.

           (c) Dividends and Distributions. (i) Make, declare, pay or set aside for payment any dividend on any shares of Seller Common Stock, or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock.

           (d) Compensation, Employment Agreements. Except as disclosed in Section 5.03(i)(viii) of the Seller Disclosure Schedule, enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of the Seller or the Seller Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for changes that are required by applicable Law, (ii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof, (iii) as contemplated by Section 6.13 of the Seller Disclosure Schedule, or (iv) normal increases in compensation to employees in the ordinary course of business, consistent with past practice.

           (e) Seller Benefit Plans. Except as disclosed in Section 5.03(i)(i) of the Seller Disclosure Schedule, enter into, establish, adopt or amend (except (i) as may be required by applicable Law, or (ii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof) Seller Benefit Plans (including any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto), in respect of any director, officer or employee of the Seller or any Seller Subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder.

           (f) Dispositions. Except as Previously Disclosed, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties, except in the ordinary course of business consistent with past practice and in a transaction that is not material to the Seller and the Seller Subsidiaries taken as a whole.

           (g) Acquisitions. Except as Previously Disclosed, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of, the assets, business, deposits or properties of any other Person, except in the ordinary course of business consistent with past practice and in a transaction that is not material to the Seller and the Seller Subsidiaries taken as a whole.

           (h) Capital Expenditures. Except as Previously Disclosed, make any capital expenditures that, individually or in the aggregate, exceed $100,000.

           (i) Governing Documents. Amend the Seller Certificate, the Seller By-Laws or the Subsidiary Organizational Documents of any of the Seller Subsidiaries.

           (j) Accounting Methods. Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP.

           (k) Contracts. Except in the ordinary course of business consistent with past practice, enter into or terminate any Material Contract or amend or modify in any material respect any of its existing Material Contracts.

           (l) Claims. Except in the ordinary course of business consistent with past practice, settle any claim, action or Proceeding, except for any claim, action or Proceeding involving solely money damages, in an amount, individually or in the aggregate for all such settlements, that is not material to the Seller and the Seller Subsidiaries taken as a whole.

           (m) Adverse Actions. (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (2) any of the conditions to the Merger set forth in Article VII not being satisfied, or (3) a material violation of any provision of this Agreement except, in each case, as may be required by applicable Law.

           (n) Risk Management. Except as required by applicable Law, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices, or (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk.

           (o) Indebtedness. Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice.

           (p) Loans. Make or commit to make any new loan or letter of credit or any new or additional discretionary advance under any existing line of credit not in accordance with the Seller’s loan policy and authority in existence as of the date of this Agreement; provided, however, that, in addition to

the foregoing, the Seller shall not make or commit to make or otherwise incur aggregate credit exposure to any one borrower (or group of affiliated borrowers) in principal amounts in excess of $5,000,000 without the prior written consent of the Company, acting through its Chief Credit Officer or such other designee as the Company may give notice of to the Seller; provided further , however , that the Seller or any Seller Subsidiary may make any loan, notwithstanding the amount of the loan, in the event that (A) there has been delivered to the Company a notice of its intention to make such loan, and (B) the Company shall not have reasonably objected to such loan by delivering a written notice of such objection within two (2) Business Days following receipt of the notice described in clause (A); and provided , further , that nothing contained herein shall prohibit Seller or any Seller Subsidiary from renewing any loan in existence on the date hereof on terms that are substantially consistent with those of the existing loan (except for loans that would be classified by the Mount Prospect National Bank as “6-Special Mention,” “7-Substandard,” “8-Doubtful,” or “9-Loss” using the Company’s loan classification system).

           (q) Foreclosures. Foreclose upon or otherwise take title to or possession or control of any real property without first obtaining a phase one environmental report thereon which indicates that the property is free of pollutants, contaminants or hazardous or toxic waste materials, provided, however, that the Seller shall not be required to obtain such a report with respect to single family, non-agricultural residential property of one acre or less to be foreclosed upon unless it has or should have had reason to believe that such property might contain any such waste materials or otherwise might be contaminated.

           (r) Commitments. Agree or commit to do any of the foregoing.

      Section 4.02. Forbearance of Company . From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of the Seller (which consent shall not be unreasonably withheld or delayed), the Company shall not, and shall cause each of its Subsidiaries not to:

           (a) Adverse Actions. (i) take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (2) any of the conditions to the Merger set forth in Article VII not being satisfied, or (3) a material violation of any provision of this Agreement except, in each case, as may be required by applicable Law.

           (b) Governing Documents. The Company will not take any action to amend the Company Certificate or the Company By-Laws in any manner the effect of which would be to materially and adversely affect the rights or powers of holders of Company Common Stock generally.

           (c) Capital Stock. Except for (A) issuances of shares of Company Common Stock as described in Section 3.04, (B) shares of Company Common Stock issued or proposed to be issued in connection with the acquisition of the assets, business, deposits or properties of any other Person in a transaction approved by the board of directors of the Company, (C) issuances of shares of Company Common Stock or Rights pursuant to the terms of any currently-existing Company Employee Plans, or (D) one or more issuances of shares of Company Common Stock or Rights where the number of shares of Company Common Stock so issued, and the number of shares of Company Common Stock underlying the Rights so issued, do not exceed, in the aggregate, 2,602,114 shares of Company Common Stock, the Company will not (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Company Common Stock or any Rights, or (ii) enter into any agreement with respect to the foregoing.

ARTICLE V

      Section 5.01. Disclosure Schedules . On or prior to the date hereof, the Seller has delivered to the Company a schedule (the “Seller Disclosure Schedule” ) and the Company may have delivered to the Seller a schedule (the “Company Disclosure Schedule” ), each setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 5.03, in the case of the Seller, or Section 5.04, in the case of the Company; provided , that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty of a Party if its absence would not be reasonably likely to result in the related representation or warranty of such Party being deemed untrue or incorrect under the standard established by Section 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty of a Party shall not be deemed an admission by such Party that such item represents a material exception or fact, event or circumstance or that such item would result in a Seller Material Adverse Effect, in the case of the Seller, or a Company Material Adverse Effect, in the case of the Company. Each Disclosure Schedule shall be arranged in paragraphs corresponding to the Section numbers contained in this Article V. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Notwithstanding the foregoing, any item or matter disclosed on any section of the Disclosure Schedule shall be deemed to be disclosed for all purposes including on all other sections of the Disclosure Schedule to the extent that it should have been disclosed on such other section of the Disclosure Schedules and to the extent that sufficient details are set forth so that the purpose for which disclosure is made is sufficiently clear.

      Section 5.02. Standard . No representation or warranty of the Seller contained in Section 5.03 (other than the representations and warranties in Section 5.03(c), Section 5.03(p) and Section 5.03(q) which shall be true and correct in all respects) shall be deemed untrue or incorrect, and the Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Section 5.03 has had or would have a Seller Material Adverse Effect. No representation or warranty of the Company contained in Section 5.04 (other than the representations and warranties in Section 5.04(i) which shall be true and correct in all respects) shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Section 5.04 has had or would have a Company Material Adverse Effect.

      Section 5.03. Representations and Warranties of Seller . Subject to Section 5.01 and Section 5.02, and except as Previously Disclosed, the Seller hereby represents and warrants to the Company:

           (a) Organization and Qualification; Subsidiaries.

                (i)  The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA” ). The Seller is also subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” ). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively, the “Seller Subsidiaries” ) is a national banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the state of its

incorporation or organization. Each of the Seller and the Seller Subsidiaries has the requisite power and authority to own, lease and operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary.

                (ii)  Each of the Seller and the Seller Subsidiaries has all Consents and Orders (the “Seller Approvals” ) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC” ), the OCC and the Illinois Department of Financial and Professional Regulation (the “IDFPR” ), and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals.

                (iii)  A true and complete list of the Seller Subsidiaries, together with (i) the Seller’s percentage ownership (and, where available, the number of shares or units, as applicable) of each Seller Subsidiary, and (ii) Laws under which the Seller Subsidiary is incorporated or organized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person.

                (iv)  The minute books of the Seller and each of the Seller Subsidiaries contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or taken since January 1, 2002, of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

           (b) Certificate of Incorporation and By-laws. The Seller has heretofore furnished or made available to the Company a complete and correct copy of the Seller’s Certificate of Incorporation and the Seller’s By-Laws, each as amended or restated (the “Seller Certificate” and the “Seller By-Laws”, respectively), and the Articles or Certificate of Incorporation and the By-Laws, or other organizational documents, as the case may be, of each Seller Subsidiary, each as amended or restated (the “Subsidiary Organizational Documents” ). The Seller Certificate, the Seller By-Laws and the Subsidiary Organizational Documents are in full force and effect. Except as described in Section 5.03(b) of the Seller Disclosure Schedule, neither the Seller nor any Seller Subsidiary is in breach or violation of any of the provisions of the Seller Certificate, the Seller By-Laws or the Subsidiary Organizational Documents.

           (c) Capitalization. The authorized capital stock of the Seller consists of 5,000,000 shares of Seller Common Stock, $0.01 par value per share. Section 5.03(c) of the Seller Disclosure Schedule describes, as of the date of this Agreement, (i) the number of shares of Seller Common Stock issued and outstanding, all of which were duly authorized, validly issued, fully paid and non-assessable, and not issued in violation of any preemptive right of any Seller stockholder, (ii) the number of shares of Seller Common Stock held as treasury shares by the Seller, and (iii) the number of shares of Seller Common Stock subject to outstanding Seller Stock Options issued pursuant to the Seller Stock Option Plans. Attached to the Seller Disclosure Schedule is a true and complete list of the holders of record of the Seller Common Stock and the number of shares of Seller Common Stock held by each such holder of record. The authorized capital stock of Mount Prospect National Bank consists of 1,000,000 shares of common stock, par value $0.50 per share. As of the date of this Agreement, all of such issued and

outstanding shares of common stock are duly authorized, validly issued, fully paid and non assessable and owned beneficially and of record by the Seller. Except as set forth above in this Section 5.03(c), as described in Section 5.03(a)(iii) of the Seller Disclosure Schedule, or as Previously Disclosed, there are no securities of the Seller or any Seller Subsidiary (debt, equity or otherwise) authorized, issued or outstanding. All of the issued and outstanding shares of capital stock of the S