AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

A GREEMENT AND P LAN OF M ERGER

BETWEEN

ISB F INANCIAL C ORP .

AND

M ID W EST O NE F INANCIAL G ROUP , I NC .

S EPTEMBER  11, 2007

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “ Agreement ”) is entered into as of September 11, 2007, between ISB Financial Corp., an Iowa corporation (“ ISBF ”), and MidWest One Financial Group, Inc. , an Iowa corporation (“ MidWest One ”).

RECITALS

A. The Boards of Directors of Midwest One and ISBF have approved, and deem it advisable and in the best interests of their respective shareholders to consummate, the business combination transaction provided for herein in which MidWest One and ISBF will affiliate in a merger of equals transaction (the “ Merger ”) with ISBF being the surviving corporation (the “ Surviving Corporation ”).

B. The Boards of Directors of MidWest One and ISBF have each determined that the Merger and the other transactions contemplated hereby are consistent with, and will further, their respective business strategies and goals.

C. Pursuant to the terms of this Agreement, each outstanding share of the common stock of MidWest One , $5.00 par value per share (“ MidWest One Common Stock ”), shall be converted at the effective time of the Merger into the right to receive shares of common stock of ISBF, $1.00 par value per share (“ ISBF Common Stock ”), as provided in this Agreement.

D. The parties desire to make certain representations, warranties and agreements in connection with the Merger and also agree to certain prescribed conditions to the Merger.

E. The parties intend that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Code (as defined below), and that this Agreement be and hereby is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code.

AGREEMENTS

In consideration of the foregoing premises and the following mutual promises, covenants and agreements, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions . In addition to those terms defined throughout this Agreement, the following terms, when used herein, shall have the following meanings.

(a) “ Acquisition Transaction ” means, with respect to MidWest One or ISBF, any of the following: (i) a merger or consolidation, or any similar transaction (other than the Merger) of any company with either MidWest One or ISBF, respectively, or any significant subsidiary, as defined in Rule 1.2 of Regulation S-X of the SEC (a “ Significant Subsidiary ”), of

MidWest One or ISBF; (ii) a purchase, lease or other acquisition of all or substantially all the assets of either MidWest One or ISBF or any Significant Subsidiary of such Person; (iii) a purchase or other acquisition of “beneficial ownership” by any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act) (including by way of merger, consolidation, share exchange or otherwise) that would cause such person or group to become the beneficial owner of securities representing 20% or more of the voting power of either MidWest One or ISBF or any Significant Subsidiary of either; (iv) a tender or exchange offer to acquire securities representing 20% or more of the voting power of MidWest One or ISBF; (v) a public proxy or consent solicitation made to shareholders of MidWest One or ISBF seeking proxies in opposition to any proposal relating to any aspect of the Contemplated Transactions that has been recommended by the board of directors of MidWest One or ISBF; (vi) the filing of an application or notice with any Regulatory Authority (which application has been accepted for processing) seeking approval to engage in one or more of the transactions referenced in clauses (i) through (iv) above; or (vii) the making of a bona fide proposal to MidWest One or ISBF or their respective shareholders, by public announcement or written communication, that is or becomes the subject of public disclosure, to engage in one or more of the transactions referenced in clauses (i) through (v) above.

(b) “ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with, such specified Person.

(c) “ Bank Merger ” means the merger of MidWest One Bank and ISBF Bank-B with and into, and under the charter of, ISBF Bank-A.

(d) “ Business Day ” means any day on which the trading of stock occurs on the Nasdaq Global Market.

(e) “ Call Reports ” means the quarterly reports of income and condition required to be filed with the FDIC.

(f) “ Code ” means the Internal Revenue Code of 1986, as amended.

(g) “ Contemplated Transactions ” means all of the transactions contemplated by this Agreement, including: (i) the Merger; (ii) the Bank Merger; (iii) the performance by ISBF and MidWest One of their respective covenants and obligations under this Agreement; and (iv) ISBF’s issuance of shares of ISBF Common Stock pursuant to the Registration Statement in exchange for shares of MidWest One Common Stock.

(h) “ Contract ” means any agreement, contract, obligation, promise or understanding (whether written or oral and whether express or implied) that is legally binding: (i) under which a Person has or may acquire any rights; (ii) under which such Person has or may become subject to any obligation or liability; or (iii) by which such Person or any of the assets owned or used by such Person is or may become bound.

(i) “Control” , “Controlling” or “Controlled” when used with respect to any specified Person, means the power to vote 25 percent or more of any class of voting securities of a Person, the power to control in any manner the election of a majority of the directors or partners of such Person, or the power to exercise a controlling influence over the management or policies of such Person.

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(j) “ CRA ” means the Community Reinvestment Act, as amended.

(k) “ Division ” means the Iowa Division of Banking.

(l) “ IBCA ” means the Iowa Business Corporation Act, as amended.

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

(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(o) “ FDIC ” means the Federal Deposit Insurance Corporation.

(p) “ Federal Reserve ” means the Board of Governors of the Federal Reserve System.

(q) “ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

(r) “ ISBF Bank-A ” means Iowa State Bank & Trust Company, an Iowa chartered commercial bank with its main office located in Iowa City, Iowa, and a wholly-owned subsidiary of ISBF.

(s) “ ISBF Bank-B ” means First State Bank, an Iowa chartered commercial bank with its main office located in Conrad, Iowa, and a wholly-owned subsidiary of ISBF.

(t) “ ISBF CEO ” means Charles N. Funk.

(u) “ ISBF Chairman ” means W. Richard Summerwill.

(v) “ ISBF CLO ” means Kent Jehle.

(w) “ ISBF Foundation ” means the Iowa State Bank & Trust Company Foundation, an Iowa nonprofit corporation.

(x) “ ISBF Pension Plan ” means the ISB Financial Corp. Pension Plan.

(y) “ ISBF Stock Option Plan ” means the ISB Financial Corp. Stock Option Plan.

(z) “ ISBF Subsidiary ” means any Subsidiary of ISBF, including each ISBF Subsidiary Bank.

(aa) “ ISBF Subsidiary Banks ” means, collectively, ISBF Bank-A and ISBF Bank-B.

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(bb) “ ISBF Transactional Expenses ” means all transaction costs of ISBF necessary to consummate the Contemplated Transactions, including the aggregate expenses of attorneys, accountants, consultants, financial advisors and other professional advisors incurred by ISBF in connection with this Agreement and the Contemplated Transactions, ISBF’s costs of preparing, printing and mailing the Proxy Statement-Prospectus and all other non-payroll related costs and expenses in each case incurred or to be incurred by ISBF through the Effective Time in connection with this Agreement and the Contemplated Transactions, excluding, however, all payments and expenses associated with the acceleration of payment of compensation (including severance benefits, allocation and vesting under any employee stock ownership plan, stock option plans, retention plans, deferred compensation agreements or any other ISBF Benefit Plan) caused by the transactions contemplated by this Agreement.

(cc) “ Knowledge ” shall mean, assuming due inquiry under the facts or circumstances, the actual knowledge of the executive officers of ISBF or MidWest One , as the context requires.

(dd) “ Legal Requirement ” means any federal, state, local, municipal, foreign, international, multinational or other Order, constitution, law, ordinance, regulation, rule, policy statement, directive, statute or treaty.

(ee) “ MidWest One Bank ” means MidWest One Bank, an Iowa chartered commercial bank with its main office located in Oskaloosa, Iowa, and a wholly-owned subsidiary of MidWest One .

(ff) “ MidWest One CFO ” means David A. Meinert.

(gg) “ MidWest One ESOP ” means the MidWest One Financial Group, Inc. Employee Stock Ownership Plan & Trust.

(hh) “ MidWest One Restricted Stock ” means each of the 12,525 shares of restricted MidWest One Common Stock granted to a Person by MidWest One under the MidWest One Stock Incentive Plans prior to the date of this Agreement that is outstanding on the date hereof.

(ii) “ MidWest One SEC Reports ” means the annual, quarterly and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filed by MidWest One with the SEC.

(jj) “ MidWest One Stock Incentive Plans ” means the 1998 Stock Incentive Plan and the 2006 Stock Incentive Plan.

(kk) “ MidWest One Stock Option ” means each of the 476,076 stock options granted to a Person by MidWest One , under the MidWest One Stock Incentive Plans or otherwise, prior to the date of this Agreement that is outstanding on the date hereof.

(ll) “ MidWest One Subsidiary ” means any Subsidiary of MidWest One , including MidWest One Bank, Cook & Son Agency, Inc. and MidWest One Investment Services, Inc.

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(mm) “ MidWest One Transactional Expenses ” means all transaction costs of MidWest One necessary to consummate the Contemplated Transactions, including the aggregate expenses of attorneys, accountants, consultants, financial advisors and other professional advisors incurred by MidWest One in connection with this Agreement and the Contemplated Transactions, MidWest One ’s costs of preparing, printing and mailing the Proxy Statement-Prospectus and all other non-payroll related costs and expenses in each case incurred or to be incurred by MidWest One through the Effective Time in connection with this Agreement and the Contemplated Transactions, excluding, however, all payments and expenses associated with the acceleration of payment of compensation (including severance benefits, allocation and vesting under any employee stock ownership plan, stock option plans, retention plans, deferred compensation agreements or any other MidWest One Benefit Plan) caused by the transactions contemplated by this Agreement.

(nn) “ Material Adverse Effect ” as used with respect to a party, means an event, change, effect or occurrence which, individually or together with any other event, change, effect or occurrence, (i) is materially adverse to the business, properties, financial condition or results of operations of such party and its Subsidiaries, taken as a whole, or (ii) materially impairs the ability of such party to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement on a timely basis; provided that, in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent attributable to or resulting from (A) changes in laws or regulations generally affecting the banking and bank holding company businesses and the interpretation of such laws and regulations by courts or governmental authorities, (B) changes in GAAP or regulatory accounting requirements generally affecting the banking and bank holding company businesses, (C) changes or events generally affecting the banking and bank holding company businesses, including changes in prevailing interest rates, and not specifically relating to MidWest One or ISBF or their respective Subsidiaries, (D) the effects of the actions expressly permitted or required by this Agreement or that are taken with the prior informed consent of the other party in contemplation of the transactions contemplated hereby, (E) the announcement of this Agreement and the transactions contemplated hereby, and (F) any outbreak of major hostilities in which the United States is involved or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories or diplomatic or consular offices or upon any military installation or personnel of the United States.

(oo) “ Order ” means any award, decision, injunction, judgment, order, ruling, extraordinary supervisory letter, policy statement, memorandum of understanding, resolution, agreement, directive, subpoena or verdict entered, issued, made, rendered or required by any court, administrative or other governmental agency, including any Regulatory Authority, or by any arbitrator.

(pp) “ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, foundation, joint venture, estate, trust, association, organization, labor union or other entity or Regulatory Authority.

(qq) “ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any judicial or governmental authority, including a Regulatory Authority, or arbitrator.

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(rr) “ Regulatory Authority ” means any federal, state or local governmental body, agency, court or authority that, under applicable Legal Requirements: (i) has supervisory, judicial, administrative, police, enforcement, taxing or other power or authority over MidWest One , ISBF, or any of their respective Subsidiaries; (ii) is required to approve, or give its consent to, the Contemplated Transactions; or (iii) with which a filing must be made in connection therewith, including, in any case, the SEC, the Federal Reserve, the FDIC and the Division.

(ss) “ Representative ” means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

(tt) “ SEC ” means the Securities and Exchange Commission.

(uu) “ Securities Act ” means the Securities Act of 1933, as amended.

(vv) “ Subsidiary ” means with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

(ww) “ Tax ” means any tax (including, without limitation, any income tax, franchise tax, capital gains tax, value-added tax, sales tax, property tax, gift tax or estate tax), levy, assessment, tariff, duty (including any customs duty), deficiency or other fee, and any related charge or amount (including any fine, penalty, interest or addition to tax), imposed, assessed or collected by or under the authority of any Regulatory Authority or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee.

(xx) “ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Regulatory Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.

(yy) “ Threatened ” means a claim, Proceeding, dispute, action or other matter for which any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing).

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(zz) In addition to the terms defined above, the following terms are defined elsewhere in this Agreement:

Section 1.2 Principles of Construction .

(a) In this Agreement, unless otherwise stated or the context otherwise requires, the following uses apply: (i) actions permitted under this Agreement may be taken at any time and from time to time in the actor’s sole discretion; (ii) references to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or its successor, as in effect at the relevant time; (iii) in computing periods from a specified date to a later specified date, the words “ from ” and “ commencing on ” (and the like) mean “ from and including ,” and the words “ to ,” “ until ” and “ ending on ” (and the like) mean “ to, but excluding ”; (iv) references to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality; (v) indications of time of day mean Central

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Standard Time; (vi) “ including ” means “ including, but not limited to ”; (vii) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified; (viii) all words used in this Agreement will be construed to be of such gender or number as the circumstances and context require; (ix) the captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions; and (x) any reference to a document or set of documents in this Agreement, and the rights and obligations of the parties under any such documents, shall mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof.

(b) The schedules of each of MidWest One and ISBF referred to in this Agreement (the “ MidWest One Schedules ” and the “ ISBF Schedules ,” respectively, and collectively the “ Schedules ”) shall consist of the agreements and other documentation described and referred to in this Agreement with respect to such party, which Schedules were delivered by each of MidWest One and ISBF to the other before the date of this Agreement. Any item or matter disclosed on any Schedule shall be deemed to be disclosed for all purposes on all other Schedules, to the extent that it should have been disclosed on such other Schedule, to the extent that sufficient details are set forth so that the purpose for which disclosure is made is reasonably clear. In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly set forth as such in the Schedules), the statements in the body of this Agreement will control.

(c) All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

(d) With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

ARTICLE 2

THE MERGER

Section 2.1 The Merger . Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the IBCA, at the Effective Time (as defined below), MidWest One shall be merged with and into ISBF pursuant to the provisions of, and with the effects provided in, the IBCA, the separate corporate existence of MidWest One shall cease and ISBF will be the Surviving Corporation. As a result of the Merger, each share of MidWest One Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive shares of ISBF Common Stock as provided in Section 3.2 .

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Section 2.2 Effective Time; Closing .

(a) Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the Merger (the “ Closing ”) shall occur through the mail or at a place that is mutually acceptable to ISBF and MidWest One , or if they fail to agree, at the offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP, located at 200 West Madison Street, Suite 3900, Chicago, Illinois 60606, at 10:00 a.m. on the date that is five (5) Business Days after the latest to occur of the receipt of all required approvals or consents of the Regulatory Authorities for the Contemplated Transactions, the expiration of all statutory waiting periods relating to such regulatory approvals and the receipt of the approvals of the shareholders of ISBF and MidWest One , or at such other time and place as MidWest One and ISBF may agree in writing (the “ Closing Date ”). Subject to the provisions of Article 11 , failure to consummate the Merger on the date and time and at the place determined pursuant to this Section will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

(b) The parties hereto agree to file on the Closing Date an appropriate articles of merger, as contemplated by Section 490.1106 of the IBCA, with the Secretary of State of the State of Iowa. The Merger shall be effective upon the close of business on the day the articles of merger has been duly filed with and accepted by the Secretary of State of the State of Iowa (the “ Effective Time ”).

Section 2.3 Effects of Merger . At the Effective Time, the effect of the Merger shall be as provided in Section 490.1107 of the IBCA. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of ISBF and MidWest One shall be vested in the Surviving Corporation, and all debts, liabilities and duties of ISBF and MidWest One shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.4 Name . The name of the Surviving Corporation shall be “MidWest One Financial Group, Inc.”

Section 2.5 Amended and Restated Articles of Incorporation . ISBF and MidWest One agree to cause to be filed on the Closing Date with the Secretary of State of the State of Iowa an amendment and restatement of the articles of incorporation of ISBF, as amended to date, substantially in the form attached as Exhibit A , and such amended and restated articles of incorporation shall from and after the Effective Time represent the articles of incorporation of the Surviving Corporation until further amended as provided by law.

Section 2.6 Bylaws . Prior to the Effective Time, ISBF shall take all actions necessary to adopt the amendment to the Bylaws of ISBF substantially in the form set forth in Exhibit B-1 , effective as of the Effective Time. On or prior to the Effective Time, the Board of Directors of ISBF shall cause the number of directors that will comprise the full Board of Directors of the Surviving Corporation at the Effective Time to be fixed at twelve. Of the members of the initial

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Board of Directors of the Surviving Corporation at the Effective Time, not more than six shall be current ISBF directors designated by ISBF (the “ ISBF Directors ”), and not more than six shall be current MidWest One directors designated by MidWest One (the “ MidWest One Directors ”); it being understood and agreed that the Board of Directors shall be split evenly between ISBF and MidWest One Directors until at least the second annual meeting of shareholders of the Surviving Corporation after the Effective Time. No other directors or employees of ISBF or MidWest One shall be designated to serve on the Board of Directors of the Surviving Corporation at the Effective Time. The ISBF Directors and MidWest One Directors will be split equally among the three classes of directors to serve staggered terms. The bylaws of ISBF, as amended by the amendment contained in Exhibit B-1 and in the form attached hereto as Exhibit B-2 , shall from and after the Effective Time be the bylaws of the Surviving Corporation until further amended as provided by law.

Section 2.7 Directors and Officers . From and after the Effective Time, the directors and executive officers of the Surviving Corporation, including committees of the board of directors, shall be as set forth in Exhibit C , with four (4) members in each of Classes I, II and III of the Surviving Corporation’s board of directors. MidWest One and ISBF shall each initially designate two (2) members of each class of the Surviving Corporation’s board of directors. Such directors and executive officers shall serve until their successors shall have been elected or appointed and shall have qualified in accordance with the IBCA and the articles of incorporation and bylaws of the Surviving Corporation.

Section 2.8 ISBF’s Deliveries at Closing . At the Closing, ISBF shall deliver or cause to be delivered the following items to or on behalf of ISBF:

(a) evidence of the delivery by ISBF or its agents to the Exchange Agent (as defined below) of: (i) certificates representing the number of shares of ISBF Common Stock to be issued in exchange for the shares of MidWest One Common Stock pursuant to the terms of this Agreement; and (ii) an aggregate amount of cash equal to the total fractional shares of ISBF Common Stock that former holders of MidWest One Common Stock would be entitled to receive;

(b) a certificate of standing for ISBF issued by the Secretary of State of the State of Iowa and dated not more than five (5) Business Days prior to the Closing Date;

(c) a copy of the articles of incorporation of ISBF certified not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Iowa;

(d) a certificate of the Secretary or any Assistant Secretary of ISBF dated the Closing Date certifying a copy of the bylaws of ISBF and stating that there have been no further amendments to the articles of incorporation of ISBF delivered pursuant to the immediately preceding paragraph of this Section;

(e) copies of resolutions of the board of directors and shareholders of ISBF authorizing and approving this Agreement and the consummation of the Contemplated Transactions certified as of the Closing Date by the Secretary or any Assistant Secretary of ISBF;

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(f) a certificate of standing for each ISBF Subsidiary Bank issued by the Division and dated not more than five (5) Business Days prior to the Closing Date;

(g) a copy of the charter of each ISBF Subsidiary Bank certified not more than five (5) Business Days prior to the Closing Date by the Division;

(h) a certificate of the Secretary of each ISBF Subsidiary Bank dated the Closing Date certifying a copy of the bylaws of the respective ISBF Subsidiary Bank and stating that there have been no further amendments to the charter of such ISBF Subsidiary Bank delivered pursuant to the immediately preceding paragraph of this Section;

(i) a certificate executed by ISBF dated the Closing Date stating that: (i) all of the representations and warranties of ISBF set forth in this Agreement are true and correct in accordance with the Article 5 Standard with the same force and effect as if all of such representations and warranties were made at the Closing Date, provided, however, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct in all material respects on and as of such earlier date, and provided further , that to the extent that representations and warranties are made in this Agreement subject to a standard of Knowledge, such representations and warranties shall be true and correct in all respects; and (ii) ISBF has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, provided, however, that to the extent performance and compliance with such covenants and obligations are subject in this Agreement to a standard of materiality, ISBF shall have performed and complied in all respects with such covenants and obligations;

(j) copies of resolutions of the board of directors and shareholders of ISBF authorizing and approving the ISBF 2008 Equity Incentive Plan;

(k) a copy of the tax opinion described in Section 9.11 ; and

(l) such other documents as MidWest One may reasonably request.

All of such items shall be reasonably satisfactory in form and substance to MidWest One and its counsel.

Section 2.9 MidWest One ’s Deliveries at Closing . At the Closing, MidWest One shall deliver the following items to ISBF:

(a) a certificate of standing for MidWest One issued by the Secretary of State of the State Iowa and dated not more than ten Business Days prior to the Closing Date;

(b) a copy of the articles of incorporation of MidWest One certified not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Iowa;

(c) a certificate of the Secretary or any Assistant Secretary of MidWest One dated the Closing Date certifying a copy of the bylaws of MidWest One and stating that there have been no further amendments to the articles of incorporation of MidWest One delivered pursuant to the immediately preceding paragraph of this Section;

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(d) copies of resolutions of the board of directors and shareholders of MidWest One authorizing and approving this Agreement and the consummation of the Contemplated Transactions certified as of the Closing Date by the Secretary or any Assistant Secretary of MidWest One ;

(e) a certificate of standing for MidWest One Bank issued by the Division and dated not more than five (5) Business Days prior to the Closing Date;

(f) a copy of the charter of MidWest One Bank certified by the Division and dated not more than five (5) Business Days prior to the Closing Date;

(g) a certificate of the Secretary of MidWest One Bank dated the Closing Date certifying a copy of the bylaws of MidWest One Bank and stating that there have been no further amendments to the charter of MidWest One Bank delivered pursuant to the immediately preceding paragraph of this Section;

(h) a certificate executed by MidWest One dated the Closing Date stating that: (i) all of the representations and warranties of MidWest One set forth in this Agreement are true and correct in accordance with the Article 4 Standard with the same force and effect as if all of such representations and warranties were made at the Closing Date, provided, however, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct in all material respects on and as of such earlier date, and provided further , that to the extent that representations and warranties are made in this Agreement subject to a standard of materiality or Knowledge, such representations and warranties shall be true and correct in all respects; and (ii) MidWest One has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, provided, however, that to the extent performance and compliance with such covenants and obligations are subject in this Agreement to a standard of materiality, MidWest One shall have performed and complied in all respects with such covenants and obligations;

(i) a list of all holders of MidWest One Common Stock as of the Closing Date and a list of all Persons as of the Closing Date who, to the Knowledge of MidWest One , have the right at any time to acquire shares of MidWest One Common Stock, certified in each case by the Secretary or any Assistant Secretary of MidWest One ;

(j) a copy of the tax opinion described in Section 10.10 ; and

(k) such other documents as ISBF may reasonably request.

All of such items shall be reasonably satisfactory in form and substance to ISBF and its counsel.

Section 2.10 Bank Merger . The parties understand that it is the present intention of ISBF at or after the Effective Time to effect the Bank Merger. ISBF and MidWest One agree to cooperate and to take such steps as may be necessary to obtain all requisite regulatory, corporate

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and other approvals to effect the Bank Merger, subject to the consummation of, and to be effective concurrently with, the Merger or as soon as practicable thereafter. The resulting bank shall be ISBF Bank-A; provided, however , that the name of the resulting bank will be “MidWest One Bank.” In furtherance of such agreement, each of ISBF and MidWest One agrees:

(a) respectively, to cause the board of directors of MidWest One Bank and each ISBF Subsidiary Bank to approve the Bank Merger and to submit the same to its respective sole shareholder for approval;

(b) respectively, to vote the shares of stock of MidWest One Bank and each ISBF Subsidiary Bank owned by them in favor of the Bank Merger; and

(c) to take, or cause to be taken, all steps necessary to consummate the Bank Merger at the Effective Time or as soon thereafter as reasonably practicable.

The Bank Merger shall be accomplished pursuant to a merger agreement containing such terms and conditions as are ordinary and customary for affiliated bank merger transactions of such type. Notwithstanding anything contained herein to the contrary: (x) the Bank Merger will be effective no earlier than the Effective Time (and in any event after the Merger); and (y) none of ISBF’s or MidWest One ’s actions in connection with the Bank Merger will unreasonably interfere with any of the operations of MidWest One , MidWest One Bank, ISBF or either ISBF Subsidiary Bank prior to the Effective Time. The individuals identified on Exhibit C shall constitute the board of directors of the bank surviving the Bank Merger.

Section 2.11 Absence of Control . Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that neither ISBF nor MidWest One by reason of this Agreement shall be deemed (until consummation of the Contemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party or any of its respective Subsidiaries.

ARTICLE 3

CONVERSION OF SECURITIES IN THE MERGER

Section 3.1 Manner of Merger .

(a) By virtue of the Merger and without any action on the part of ISBF, each share of ISBF Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and shall thereafter represent one share of stock of the Surviving Corporation.

(b) Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of ISBF or MidWest One , or the holder of any MidWest One Common Stock, each share of MidWest One Common Stock issued and outstanding immediately prior to the Effective Time, shall become and automatically be converted into 0.95 shares of ISBF Common Stock (the “ Exchange Ratio ”), and shall thereafter represent the right to receive

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and be exchangeable for such number of shares, rounded to the nearest thousandth of a share of ISBF Common Stock (the “ Exchange Shares ”); provided, however , that all shares of MidWest One Common Stock held by MidWest One as treasury stock shall not be converted into shares of ISBF Common Stock, but instead shall be canceled as a result of the Merger.

(c) After the Effective Time, no holder of MidWest One Common Stock that is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such MidWest One Common Stock except to receive shares of ISBF Common Stock for the shares of MidWest One Common Stock converted as provided in this Section, plus an amount in cash, as provided below, for any fractional share of ISBF Common Stock that such holder would have been entitled to receive.

(d) If, subject to Section 7.14 , ISBF declares a stock dividend, stock split or other general distribution of ISBF Common Stock to holders of ISBF Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs at any time after the date of this Agreement and prior to the Closing, then the Exchange Ratio shall be adjusted by multiplying it by a fraction: (i) the numerator of which shall be the total number of shares of ISBF Common Stock outstanding immediately after such dividend, split or distribution; and (ii) the denominator of which shall be the total number of shares of ISBF Common Stock outstanding immediately prior to such dividend, split, or distribution. Notwithstanding the foregoing, and subject to Section 7.14 , no adjustment shall be made to the Exchange Ratio in the event of the issuance of additional shares of ISBF Common Stock pursuant to the grant or sale of shares to, or for the account of, employees of ISBF pursuant to the ISBF Stock Option Plans, or ISBF’s qualified and non-qualified retirement plans.

(e) If, subject to Section 6.12 , MidWest One declares a stock dividend, stock split or other general distribution of MidWest One Common Stock to holders of MidWest One Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs at any time after the date of this Agreement and prior to the Closing, then the Exchange Ratio shall be adjusted by multiplying it by a fraction: (i) the numerator of which shall be the total number of shares of MidWest One Common Stock outstanding immediately prior to such dividend, split or distribution; and (ii) the denominator of which shall be the total number of shares of MidWest One Common Stock outstanding immediately after such dividend, split, or distribution. Notwithstanding the foregoing, and subject to Section 6.12 , no adjustment shall be made to the Exchange Ratio in the event of the issuance of additional shares of MidWest One Common Stock pursuant to the grant or sale of shares to, or for the account of, employees of MidWest One pursuant to the MidWest One Stock Incentive Plan, or MidWest One ’s qualified and non-qualified retirement plans.

Section 3.2 Steps of Transaction .

(a) The parties shall mutually select a Person to serve as exchange agent (the “ Exchange Agent ”) for the parties to effect the surrender of certificates representing outstanding shares of MidWest One Common Stock (the “ Certificates ”) in exchange for ISBF Common Stock and/or cash in redemption of fractional shares. The Exchange Agent shall serve under the terms of an exchange agent agreement reasonably acceptable to both parties. As soon as reasonably practicable after the Effective Time, but in any event, no later than five (5) Business

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Days after the Effective Time, the Exchange Agent shall mail or cause to be mailed to each then current holder of record of a Certificate or Certificates a form of transmittal letter (the “ Letter of Transmittal ”) providing instructions for the transmittal of the Certificates and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost certificate affidavit and a bond in a form reasonably acceptable to the Surviving Corporation).

(b) The Surviving Corporation shall cause the Exchange Agent to deliver promptly to each holder of MidWest One Common Stock who submits a properly completed Letter of Transmittal accompanied by the Certificates covered by such Letter of Transmittal: (i) certificates representing the number of whole shares of ISBF Common Stock into which the shares of MidWest One Common Stock previously represented by the Certificates so surrendered were converted; plus (ii) an amount in cash, as provided below, for any fractional share of ISBF Common Stock that such holder would have been entitled to receive.

(c) Within forty-five (45) days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to send to each holder of record of MidWest One Common Stock immediately prior to the Effective Time who has not previously submitted his or her Certificates an additional Letter of Transmittal for use in surrendering Certificates to the Exchange Agent and instructions for use in effecting such surrender in exchange for shares of ISBF Common Stock and cash for any fractional shares.

(d) No dividends or other distributions declared after the Effective Time with respect to ISBF Common Stock and payable in respect of shares of MidWest One Common Stock held by any former shareholder of record of MidWest One shall be paid to a former shareholder of MidWest One who holds any unsurrendered Certificate with respect to MidWest One Common Stock until the shareholder shall surrender the Certificate. Until so surrendered and exchanged, each outstanding Certificate shall for all purposes, including the exercise of voting rights, but not including the payment of dividends or other distributions, if any, in respect of shares of MidWest One Common Stock held by former holders of record of shares of MidWest One Common Stock, represent the shares of ISBF Common Stock into and for which such shares have been so converted; provided, however , that upon surrender of a Certificate, there shall be paid to the record holder or holders of the Certificate, the amount, without interest thereon, of such dividends and other distributions, if any, which previously have become payable with respect to the number of whole shares of ISBF Common Stock represented by such Certificate.

(e) No fractional shares of ISBF Common Stock shall be issued upon the surrender for exchange of Certificates; no dividend or distribution of ISBF shall relate to any fractional share interest; and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of ISBF. Instead, each holder of shares of MidWest One Common Stock having a fractional interest in shares of ISBF Common Stock arising upon the conversion of such shares of MidWest One Common Stock shall, at the time of surrender of the Certificates, be paid by the Surviving Corporation an amount in cash, without interest thereon, determined by multiplying such fractional share of ISBF Common Stock by the average of the closing sale prices of ISBF Common Stock for the ten (10) trading days immediately preceding the date of this Agreement.

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(f) All shares of ISBF Common Stock, and any required cash payments for fractional shares, into and for which shares of MidWest One Common Stock shall have been converted and exchanged pursuant to this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted and exchanged shares of MidWest One Common Stock.

(g) At the Effective Time, MidWest One shall deliver to the Exchange Agent a certified copy of a list of its shareholders. Immediately prior to the Effective Time, there shall be no further registration or transfers on the stock transfer books of MidWest One of the outstanding shares of MidWest One Common Stock. If, after the Effective Time, Certificates representing shares of MidWest One Common Stock are presented to the Exchange Agent or ISBF, they shall be canceled and converted into shares of ISBF Common Stock as provided in this Agreement.

(h) If a certificate representing shares of ISBF Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed, accompanied by all documents required to evidence and effect such transfer and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Surviving Corporation any transfer or other Taxes required by reason of the issuance of a certificate representing shares of ISBF Common Stock in any name other than that of the registered holder of the Certificate surrendered, or otherwise required, or shall establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not payable.

Section 3.3 Tax Free Reorganization . The parties to this Agreement intend for the Merger to qualify as a nontaxable reorganization within the meaning of Section 368(a) and related sections of the Code. Neither MidWest One , any MidWest One Subsidiary, ISBF nor any ISBF Subsidiary will take (or omit to take) any action, whether before or after the Effective Time, which would disqualify the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, and none of the parties shall file any Tax Return or take any position inconsistent therewith, except as required pursuant to any Legal Requirement.

Section 3.4 Options; Restricted Stock .

(a) Subject to the provisions of this Agreement, at the Effective Time, the Surviving Corporation shall assume the MidWest One Stock Option Plans and each outstanding MidWest One Stock Option shall be deemed to constitute an option (a “ New Option ”) to purchase, on the same terms and conditions, including continued vesting, as were applicable under the terms of the MidWest One Stock Incentive Plan under which the MidWest One Stock Option was granted and the applicable award agreement thereunder, such number of shares of ISBF Common Stock and at such an exercise price per share as determined as follows:

(i) Number of Shares . The number of shares of ISBF Common Stock subject to a New Option shall be equal to (A) the number of shares of MidWest One Common Stock purchasable upon exercise of the MidWest One Stock Option multiplied by , (B) the Exchange Ratio, the product being rounded down to the nearest whole share; and

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(ii) Exercise Price . The exercise price per share of the ISBF Common Stock purchasable upon exercise of a New Option shall be equal to (A) the exercise price per share of MidWest One Common Stock under the MidWest One Stock Option divided by , (B) the Exchange Ratio, the quotient being rounded up to the nearest cent.

For the avoidance of doubt, the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code.

(b) Subject to the provisions of this Agreement, at the Effective Time, each outstanding ISBF Stock Option shall continue to constitute an option to purchase, on the same terms and conditions as were applicable under the terms of the ISBF Stock Option Plan under which the ISBF Stock Option was granted and the applicable award agreement thereunder, the same number of shares of ISBF Common Stock at the same exercise price per share.

(c) Prior to the Effective Time, ISBF shall take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of ISBF Common Stock to provide for the satisfaction of its obligations with respect to the New Options. As soon as practicable after the date of this Agreement, but in no event later than the Effective Time, ISBF shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the ISBF Common Stock issuable upon exercise of the New Options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such New Options remain outstanding.

(d) Prior to the Effective Time, MidWest One shall take all action necessary (including causing the board of directors or any committee thereof to take such actions as are allowed by the MidWest One Stock Incentive Plan) to provide that each share of MidWest One Restricted Stock that is outstanding immediately prior to the Effective Time shall vest upon the Effective Time and become free of all restrictions. At the Effective Time, each share of MidWest One Restricted Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Exchange Shares as provided in and in accordance with the terms set forth in Section 3.1 .

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF MIDWEST ONE

No representation or warranty of MidWest One contained in Article 4 (other than the representations and warranties contained in (i) Sections 4.5 and 4.6, which shall be true in all material respects with respect to it, and (ii) Sections 4.3(a) and 4.4(a), which shall be true and correct in all respects) will be deemed untrue or incorrect, and MidWest One will not be deemed to have breached a representation or warranty, as a consequence of the existence or absence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in this Article 4 has had or is reasonably likely to have a Material Adverse Effect on MidWest One on a consolidated basis (the “ Article 4 Standard ”). MidWest One hereby represents and warrants to ISBF as follows:

Section 4.1 MidWest One Organization . MidWest One : (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary; (b) is registered with the Federal Reserve as a financial holding company under the federal Bank Holding Company Act of 1956, as amended (the “ BHCA ”); and (c) has full power and authority, corporate and otherwise, to operate as a financial holding company and to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. The copies of the articles of incorporation and bylaws of MidWest One and all amendments thereto set forth in the MidWest One SEC Reports are complete and correct. MidWest One has no Subsidiaries other than MidWest One Bank, except as set forth in the MidWest One SEC Reports.

Section 4.2 MidWest One Subsidiary Organization . MidWest One Bank is an Iowa commercial bank duly organized, validly existing and in good standing under the laws of the State of Iowa. Each other MidWest One Subsidiary is duly organized, validly existing and in good standing in its state or jurisdiction of organization. Each MidWest One Subsidiary has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary. The copies of the charter (or similar organizational documents) and bylaws of each MidWest One Subsidiary and all amendments thereto set forth on Schedule 4.2 are complete and correct.

Section 4.3 Authorization; Enforceability .

(a) MidWest One has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by MidWest One , and the consummation by it of its obligations under this Agreement, have been authorized by all necessary corporate action, subject to shareholder approval, and this Agreement constitutes a legal, valid and binding obligation of MidWest One enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity.

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(b) Except for ordinary corporate requirements to approve this Agreement and the transactions contemplated herein, no “business combination,” “moratorium,” “control share” or other state anti-takeover statute or regulation or any provisions contained in the articles of incorporation or bylaws of MidWest One or any MidWest One Subsidiary: (i) prohibits or restricts MidWest One ’s ability to perform its obligations under this Agreement, or its ability to consummate the Contemplated Transactions; (ii) would have the effect of invalidating or voiding this Agreement, or any provision hereof; or (iii) would subject MidWest One to any material impediment or condition in connection with the exercise of any of its rights under this Agreement. The board of directors of MidWest One has unanimously approved the execution of, and performance by MidWest One of its obligations under, this Agreement.

Section 4.4 No Conflict . Except as set forth on Schedule 4.4 , neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the articles of incorporation or charter (or similar organizational documents) or bylaws, each as in effect on the date hereof, or any currently effective resolution adopted by the board of directors or shareholders of, MidWest One or any MidWest One Subsidiary; (b) contravene, conflict with or result in a violation of, or give any Regulatory Authority or other Person the valid and enforceable right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which MidWest One or any MidWest One Subsidiary, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the regulatory approvals necessitated by the Contemplated Transactions, including any such approvals under the Federal Deposit Insurance Act, as amended (the “ FDI Act ”), the BHCA, the Securities Act, the Exchange Act, the IBCA, the laws of the State of Iowa (the “ Iowa Statutes ”), including the Iowa Banking Act (the “ Iowa Banking Act ”), and the listing rules of the Nasdaq Global Market (the “ Nasdaq Rules ”); (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any material Contract to which MidWest One or any MidWest One Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the creation of any material lien, charge or encumbrance upon or with respect to any of the assets owned or used by MidWest One or any MidWest One Subsidiary. Except for the approvals referred to on Schedule 4.4 or in Section 8.1 and the requisite approval of its shareholders, neither MidWest One nor any MidWest One Subsidiary is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Section 4.5 MidWest One Capitalization .

(a) The authorized capital stock of MidWest One currently consists exclusively of 20,000,000 shares of MidWest One Common Stock, of which, on the date of this Agreement: (i) 3,695,625 shares are duly issued and outstanding, fully paid and non-assessable; and (ii) 1,217,224 shares are held in the treasury of MidWest One .

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(b) None of the shares of MidWest One Common Stock were issued in violation of any federal or state securities laws or any other Legal Requirement. To the Knowledge of MidWest One and except as disclosed in this Agreement or on the MidWest One Schedules, none of the shares of authorized capital stock of MidWest One are, nor on the Closing Date will they be, subject to any claim of right inconsistent with this Agreement. Except as contemplated in this Agreement, disclosed in any MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.5 , (x) there are, as of the date of this Agreement, no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls or other rights obligating MidWest One or any MidWest One Subsidiary to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of MidWest One or any MidWest One Subsidiary, and (y) MidWest One is not a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of MidWest One . Since December 31, 2004, except as disclosed in or permitted by this Agreement, disclosed in any MidWest One SEC Report filed prior to the date of this Agreement or as provided on Schedule 4.5 , no shares of MidWest One Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by MidWest One or any MidWest One Subsidiary and no dividends or other distributions payable in any equity securities of MidWest One or any MidWest One Subsidiary have been declared, set aside, made or paid to the shareholders of MidWest One .

Section 4.6 MidWest One Subsidiary Capitalization . The authorized capital stock of MidWest One Bank consists, and immediately prior to the Effective Time, will consist exclusively of 54,000 shares of capital stock, $5.00 par value per share (the “ MidWest One Bank Shares ”), all of which shares are, and immediately prior to the Closing will be, duly authorized, validly issued and outstanding, fully paid and nonassessable. Except as disclosed in any MidWest One SEC Report filed prior to the date of this Agreement or set forth on Schedule 4.6 , MidWest One is, and will be on the Closing Date, the record and beneficial owner of 100% of the MidWest One Bank Shares and all of the issued and outstanding shares of capital stock of each other MidWest One Subsidiary, free and clear of any lien or encumbrance whatsoever. Except as set forth on Schedule 4.6 , the MidWest One Bank Shares are, and will be on the Closing Date, freely transferable and are, and will be on the Closing Date, subject to no claim of right inconsistent with this Agreement. There are no unexpired or pending preemptive rights with respect to any shares of capital stock of any MidWest One Subsidiary, except for such rights held exclusively by MidWest One or as disclosed in any MidWest One SEC Report filed prior to the date of this Agreement. There are no outstanding securities of any MidWest One Subsidiary that are convertible into or exchangeable for any shares of such MidWest One Subsidiary’s capital stock, except for such rights held exclusively by MidWest One or as disclosed in any MidWest One SEC Report filed prior to the date of this Agreement, and no MidWest One Subsidiary is a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of such MidWest One Subsidiary. Neither MidWest One nor any MidWest One Subsidiary owns or has any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, except for the capital stock of MidWest One Bank, as disclosed in any MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.6 .

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Section 4.7 MidWest One SEC Reports; Financial Statements and Reports; Regulatory Filings .

(a) MidWest One has timely filed all MidWest One SEC Reports and all such MidWest One SEC Reports have complied as to form in all respects, as of their respective filing dates and effective dates, as the case may be, with all applicable requirements of the Exchange Act. The MidWest One SEC Reports were prepared in accordance with the requirements of applicable Legal Requirements. As of their respective filing dates, none of the MidWest One SEC Reports contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) is deemed to modify information as of an earlier date.

(b)(i) MidWest One has previously made available to ISBF true, correct and complete copies of all MidWest One SEC Reports filed on or after January 1, 2004; and (ii) true, correct and complete copies of the following financial statements and reports are included on Schedule 4.7 : Call Reports for MidWest One Bank as of the close of business on December 31, 2004, 2005 and 2006, and on June 30, 2007.

(c) The financial statements presented in the MidWest One SEC Reports referred to in clause (b)(i) above have been prepared in conformity with GAAP and comply in all material respects with all applicable Legal Requirements. The reports described in clause (b)(ii) above have been prepared on a basis consistent with past accounting practices and as required by applicable Legal Requirements and fairly present the consolidated financial condition and results of operations at the dates and for the periods presented. Taken together, the financial statements presented in the MidWest One SEC Reports referred to in clause (b)(i) above and described in clause (b)(ii) above (collectively, the “ MidWest One Financial Statements ”) are complete and correct in all respects and fairly and accurately present the respective financial position, assets, liabilities and results of operations of MidWest One and the MidWest One Subsidiaries at the respective dates of and for the periods referred to in the MidWest One Financial Statements, subject to normal year-end audit adjustments in the case of unaudited MidWest One Financial Statements.

(d) MidWest One has complied in all material respects with (i) the applicable provisions of the Exchange Act, including the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder, as amended, and (ii) the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market.

(e) MidWest One and each MidWest One Subsidiary have filed all forms, reports and documents required to be filed with the FDIC, the Federal Reserve Board, the Division and any other applicable federal or state securities or banking authorities. Such forms, reports and documents (x) complied as to form with the requirements of applicable Legal Requirements; and (y) did not at the time they were filed, after giving effect to any amendment thereto filed prior to the date hereof, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) is deemed to modify information as of an earlier date.

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Section 4.8 Books and Records . The books of account, minute books, stock record books and other records of MidWest One and each MidWest One Subsidiary are complete and correct in all respects and have been maintained in accordance with MidWest One ’s business practices and all applicable Legal Requirements, including the maintenance of any adequate system of internal controls required by the Legal Requirements. The minute books of MidWest One and each MidWest One Subsidiary contain accurate and complete records in all respects of all meetings held of, and corporate action taken by, its respective shareholders, boards of directors and committees of the boards of directors. At the Closing, all of those books and records will be in the possession of MidWest One and the MidWest One Subsidiaries.

Section 4.9 Title to Properties . MidWest One and each MidWest One Subsidiary has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges of any kind except: (a) as noted in the most recent MidWest One Financial Statement or on Schedule 4.9 ; (b) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected on the MidWest One Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the ordinary course of business consistent with past practice; and (d) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. Except as set forth on Schedule 4.9 , MidWest One and each MidWest One Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it. All buildings and structures owned by MidWest One and each MidWest One Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person

Section 4.10 Condition and Sufficiency of Assets . The buildings, structures and equipment of MidWest One and each MidWest One Subsidiary are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. The real property, buildings, structures and equipment owned or leased by MidWest One and each MidWest One Subsidiary are in compliance with the Americans with Disabilities Act of 1990, as amended, and the regulations promulgated thereunder, and all other building and development codes and other restrictions, including subdivision regulations, building and construction regulations, drainage codes, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that MidWest One or any MidWest One Subsidiary purport to own or lease are sufficient for the continued conduct of the business of MidWest One and each MidWest One Subsidiary after the Closing in substantially the same manner as conducted prior to the Closing.

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Section 4.11 Loans; Loan Loss Reserve . All loans and loan commitments extended by MidWest One Bank and any extensions, renewals or continuations of such loans and loan commitments (the “ MidWest One Loans ”) were made materially in accordance with the lending policies of MidWest One Bank in the ordinary course of business consistent with past practice. The MidWest One Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to MidWest One Bank enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and subject to general principles of equity. All such MidWest One Loans are, and at the Closing will be, free and clear of any encumbrance or other charge and MidWest One Bank has complied, and at the Closing will have complied, with all Legal Requirements relating to such MidWest One Loans. The allowance for loan and lease losses of MidWest One Bank is, and will be on the Closing Date, adequate in all respects under GAAP to provide for possible or specific losses, net of recoveries relating to loans previously charged off, and contains and will contain an additional amount of unallocated reserves for unanticipated future losses at an adequate level. To the Knowledge of MidWest One : (a) none of the MidWest One Loans is subject to any material offset or claim of offset; and (b) the aggregate loan balances in excess of MidWest One ’s consolidated allowance for loan and lease losses are, based on past loan loss experience, collectible in accordance with their terms (except as limited above).

Section 4.12 Undisclosed Liabilities; Adverse Changes . Except as set forth on Schedule 4.12 , neither MidWest One nor any MidWest One Subsidiary has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise), except for liabilities or obligations reflected or reserved against in the MidWest One Financial Statements and current liabilities incurred in the ordinary course of business consistent with past practice since the respective dates thereof. Since the date of the latest MidWest One Financial Statement, except as disclosed in a MidWest One SEC Report filed prior to the date of this Agreement, there has not been any change in the business, operations, properties, prospects, assets or condition of MidWest One or any MidWest One Subsidiary, and, to the Knowledge of MidWest One , no event has occurred or circumstance exists, that has had or would reasonably be expected to have a Material Adverse Effect on MidWest One on a consolidated basis.

Section 4.13 Taxes . MidWest One and each MidWest One Subsidiary has duly and timely filed all Tax Returns required to be filed by it, and each such Tax Return is complete and accurate in all respects. MidWest One and each MidWest One Subsidiary has paid, or made adequate provision for the payment of, all Taxes (whether or not reflected in Tax Returns as filed or to be filed) due and payable by MidWest One or any MidWest One Subsidiary, or claimed to be due and payable by any Regulatory Authority, and is not delinquent in the payment of any Tax, except such Taxes as are being contested in good faith and as to which adequate reserves have been provided. There is no claim or assessment pending or, to the Knowledge of MidWest One , Threatened against MidWest One or any MidWest One Subsidiary for any Taxes owed by any of them. Except as disclosed in a MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.13 , no audit, examination or investigation related to Taxes paid or payable by MidWest One or any MidWest One Subsidiary is presently being conducted or, to the Knowledge of MidWest One , Threatened by any Regulatory Authority. MidWest One has delivered to ISBF true, correct and complete copies of all material Tax Returns previously filed with respect to the last three fiscal years by MidWest One and each MidWest One Subsidiary and any Tax examination reports and statements of deficiencies assessed or agreed to for any of MidWest One or any MidWest One Subsidiary for any such time period.

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Section 4.14 Employee Benefits .

(a) Schedule 4.14 contains a complete and accurate list, with respect to MidWest One and any Person which is treated as a single employer with MidWest One (a “MidWest One ERISA Affiliate” ) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of ERISA, (ii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (iv) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (v) all employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former employee, consultant or non-employee director of MidWest One (all of the foregoing described in clauses (i) through (v), collectively, the “MidWest One Benefit Plans” ).

(b) Except as set forth on Schedule 4.14 , all MidWest One Benefit Plans, which are subject to ERISA and the Code, established or maintained by MidWest One or any MidWest One ERISA Affiliate or to which MidWest One or any MidWest One ERISA Affiliate contributes, are in compliance with all applicable requirements of ERISA, and are in compliance with all applicable requirements (including qualification and non-discrimination requirements in effect as of the Closing) of the Code for obtaining the Tax benefits the Code thereupon permits with respect to such MidWest One Benefit Plans. No such MidWest One Benefit Plans has any amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) for which MidWest One or any MidWest One ERISA Affiliate would be liable to any Person under Title IV of ERISA if any such MidWest One Benefit Plans were terminated as of the Closing. Such MidWest One Benefit Plans are funded in accordance with Section 412 of the Code (if applicable). There would be no obligations of MidWest One or any MidWest One ERISA Affiliate under Title IV of ERISA relating to any such MidWest One Benefit Plans that is a multiemployer plan (as defined in Section 3(37)(A) of ERISA) if any such plan were terminated or if MidWest One or such MidWest One ERISA Affiliate withdrew from any such plan as of the Closing. All contributions and premium payments due prior to the date hereof have been made, and all contributions and premium payments due prior to Closing will be made, by MidWest One or a MidWest One ERISA Affiliate, as applicable, on a timely basis. No payment that is owed or may become due to any director, officer, employee, or agent of MidWest One or a MidWest One Subsidiary will be nondeductible to MidWest One under Section 280G of the Code or subject to tax under Section 4999 of the Code; nor will MidWest One or a MidWest One Subsidiary be required to “gross up” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.

(c) Any MidWest One Benefit Plan which is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code is, and has at all times

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been, operated in good faith compliance with Section 409A of the Code and any Internal Revenue Service guidance or U.S. Treasury Department regulations issued thereunder. Each such MidWest One Benefit Plan is, or will be on or prior to December 31, 2007 (or such later date as may be permitted by the Internal Revenue Service), in compliance with all documentation requirements set forth in Section 409A of the Code and any Internal Revenue Service guidance or U.S. Treasury Department regulations issued thereunder. No additional Tax under Section 409A of the Code has been or is reasonably expected to be incurred by a participant in any such MidWest One Benefit Plan.

(d) A total of 12,525 shares of MidWest One Common Stock have been issued as restricted stock pursuant to the MidWest One Stock Incentive Plans and 321,532 shares of MidWest One Common Stock have been reserved for issuance in respect of MidWest One Stock Options.

Section 4.15 Compliance with Legal Requirements . MidWest One and each MidWest One Subsidiary holds all licenses, certificates, permits, franchises and rights from all appropriate Regulatory Authorities necessary for the conduct of its respective business. Except as stated in any MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.15 , each of MidWest One and each MidWest One Subsidiary is, and at all times since January 1, 2004, has been, in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its respective businesses or the ownership or use of any of its respective assets. Except as stated in any MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.15 , neither MidWest One nor any MidWest One Subsidiary has received, at any time since January 1, 2004, any notice or other communication (whether oral or written) from any Regulatory Authority or any other Person regarding: (x) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; or (y) any actual, alleged, possible, or potential obligation on the part of MidWest One or any MidWest One Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement.

Section 4.16 Legal Proceedings; Orders .

(a) Except as disclosed in any MidWest One SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.16 , since January 1, 2004, there have been, and currently are, no Proceedings or Orders pending, entered into or, to the Knowledge of MidWest One , Threatened against or affecting MidWest One or any MidWest One Subsidiary or any of their respective assets or businesses, or the Contemplated Transactions, that have not been fully satisfied or terminated and that would reasonably be expected to have a Material Adverse Effect on MidWest One on a consolidated basis, and there is no fact to MidWest One ’s Knowledge that would provide a basis for any such Proceeding or Order. To the Knowledge of MidWest One , no officer, director, agent or employee of MidWest One or any MidWest One Subsidiary is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the businesses of MidWest One or any MidWest One Subsidiary as currently conducted.

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(b) Neither MidWest One nor any MidWest One Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by, or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with, or (iii) is a party to any commitment letter or similar undertaking to, or (iv) is subject to any order or directive by, or (v) is subject to any supervisory letter from, or (vi) has been ordered to pay any civil money penalty, which has not been paid, by, or (vii) has adopted any policies, procedures or board resolutions at the request of any Regulatory Authority that currently (w) restricts in any respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends, or (z) limits in any manner its credit or risk management policies, its management or its business; nor has MidWest One or any MidWest One Subsidiary been advised by any Regulatory Authority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Section 4.17 Absence of Certain Changes and Events . Except as set forth on Schedule 4.17 , since December 31, 2006, MidWest One and each MidWest One Subsidiary have conducted their respective businesses only in the ordinary course of business consistent with past practice. Without limiting the foregoing, with respect to each, since December 31, 2006, except as set forth on Schedule 4.17 , there has not been any:

(a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock;

(b) amendment to its articles of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same;

(c) payment or increase of any bonus, salary or other compensation to any of its shareholders, directors, officers or employees, except, with respect to employees, for normal salary and bonus increases made in the ordinary course of business consistent with past practice or made in accordance with any then existing MidWest One Benefit Plan, or entry by it into any employment, consulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer or employee;

(d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any MidWest One Benefit Plan;

(e) damage to or destruction or loss of any of its assets or property, whether or not covered by insurance, where the resulting diminution in value individually or in the aggregate was greater than $100,000;

(f) entry into, termination or extension of, or receipt of notice of termination of, any joint venture or similar agreement pursuant to any Contract or any similar transaction;

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(g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a term of more than one year or that involves the payment by MidWest One or any MidWest One Subsidiary of more than $100,000 in the aggregate;

(h) MidWest One Loan, or commitment to make, renew, extend the term or increase the amount of any Loan, to any Person if such MidWest One Loan or any other MidWest One Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of MidWest One or any MidWest One Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however , that nothing in this Section 4.17(h) shall prohibit MidWest One or any MidWest One Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; provided, further , that nothing in this Section 4.17(h) shall prohibit MidWest One Bank from conducting its loan pool participation business in the ordinary course of business consistent with past practice;

(i) sale (other than any sale in the ordinary course of business consistent with past practice), lease or other disposition of any of its assets or properties or mortgage, pledge or imposition of any lien or other encumbrance upon any of its material assets or properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by MidWest One Bank of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of business consistent with past practice;

(j) incurrence by it of any obligation or liability (fixed or contingent) other than in the ordinary course of business consistent with past practice;

(k) cancellation or waiver by it of any claims or rights with a value in excess of $100,000;

(l) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000;

(m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person;

(n) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of MidWest One to respond to then current market or economic conditions or as may be required by any Regulatory Authorities;

(o) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations;

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(p) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the ordinary course of business consistent with past practice;

(q) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of MidWest One “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure;

(r) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements;

(s) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or

(t) agreement, whether oral or written, by it to do any of the foregoing in this Section 4.17 .

Section 4.18 Properties and Contracts . Except for Contracts evidencing Loans made by MidWest One Bank in the ordinary course of business consistent with past practice, Schedule 4.18 lists or describes the following with respect to MidWest One and each MidWest One Subsidiary:

(a) all real property owned by MidWest One and each MidWest One Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which MidWest One and each MidWest One Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of MidWest One or such MidWest One Subsidiary;

(b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by MidWest One or any MidWest One Subsidiary, exclusive of deposit agreements with customers of MidWest One Bank entered into in the ordinary course of business consistent with past practice, agreements for the purchase of federal funds and repurchase agreements;

(c) each Contract that involves the performance of services or delivery of goods or materials by MidWest One or any MidWest One Subsidiary of an amount or value in excess of $250,000;

(d) each Contract that was not entered into in the ordinary course of business consistent with past practice and that involves expenditures of or receipts by MidWest One or any MidWest One Subsidiary in excess of $250,000;

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(e) each Contract not referred to elsewhere in this Section 4.18  that:

(i) relates to the future purchase of goods or services that materially exceeds the requirements of MidWest One ’s or any MidWest One Subsidiary’s respective business at current levels or for normal operating purposes; or

(ii) materially affects the business or financial condition of MidWest One or any MidWest One Subsidiary;

(f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $250,000 or with terms of less than one year);

(g) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “ Intellectual Property Assets ”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of MidWest One or any MidWest One Subsidiary;

(h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees;

(i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MidWest One or any MidWest One Subsidiary with any other Person;

(j) each Contract containing covenants that in any way purport to restrict the business activity of MidWest One or any MidWest One Subsidiary or any Affiliate of any of the foregoing, or limit the ability of MidWest One or any MidWest One Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person;

(k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;

(l) the name and annual salary of each director, officer or employee of MidWest One and each MidWest One Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWest One , each MidWest One Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person;

(m) in respect to any MidWest One Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of MidWest One or any MidWest One Subsidiary;

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(n) the name of each Person who is or would be entitled pursuant to any Contract or MidWest One Benefit Plan to receive any payment from MidWest One or any MidWest One Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment;

(o) each holder of a MidWest One Stock Option and the number of underlying shares to which each such holder may be entitled to acquire;

(p) each Contract entered into other than in the ordinary course of business consistent with past practice that contains or provides for an express undertaking by MidWest One or any MidWest One Subsidiary to be responsible for consequential damages;

(q) each Contract for capital expenditures in excess of $100,000;

(r) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by MidWest One or any MidWest One Subsidiary other than in the ordinary course of business consistent with past practice; and

(s) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing.

Copies of each document, plan or Contract listed and described on Schedule 4.18 previously have been provided to ISBF through Merrill Corporation’s DataSite.

Section 4.19 No Defaults . Except as set forth on Schedule 4.19 , to the Knowledge of MidWest One , each Contract identified or required to be identified on Schedule 4.18 is in full force and effect and is valid and enforceable