Agreement and Plan of Merger

EXHIBIT 2.01

Agreement and Plan of Merger

among

Centrue Financial Corporation,

Community Acquisition LLC

and

Illinois Community Bancorp, Inc.

December 31, 2004

1

Table of Contents

2

Exhibit Index

Schedule Index

3

Agreement and Plan of Merger

This Agreement and Plan of Merger (this “ Agreement ”) is entered into as of December 31, 2004 (the “ Agreement Date ”), among Centrue Financial Corporation , a Delaware corporation (“ Centrue Financial ”), Illinois Community Bancorp, Inc. , an Illinois corporation (“ ICB ”), and Community Acquisition LLC , an Illinois limited liability company (“ Acquisition LLC ”).

Recitals

A. The parties to this Agreement desire to effect a reorganization whereby Centrue Financial desires to acquire control of ICB through the merger (the “ Merger ”) of ICB with and into Acquisition LLC, with Acquisition LLC being the surviving entity as a wholly owned subsidiary of Centrue Financial (the “ Surviving Entity ”).

B.  Pursuant to the terms of this Agreement, each outstanding share of the common stock of ICB, $0.01 par value per share (“ ICB Common Stock ”), shall be converted at the effective time of the Merger into the right to receive: (i) shares of common stock of Centrue Financial, $0.01 par value per share (“ Centrue Financial Common Stock ”); (ii) cash; or (iii) a combination of Centrue Financial Common Stock and cash, all in the amounts set forth in this Agreement.

C.  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.

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) “ Adjusted Shareholders’ Equity ” means the consolidated tangible shareholders’ equity of ICB, calculated in accordance with GAAP and this Agreement and reflecting, among other things, the accrued income and expenses of ICB for all periods ending on or prior to the Determination Date, and the recognition of or accrual for all expenses paid or incurred or projected to be paid or incurred by ICB or any ICB Subsidiary in connection with this Agreement and the Contemplated Transactions, including the ICB Transaction Expenses and any Remediation Cost (as defined in Section 6.7 ), and including all fees and expenses incurred in connection with obtaining shareholder approval and any attorneys, accountants, brokers, finders or investment bankers and any amounts paid or payable to any director, officer or employee of ICB or any ICB Subsidiary under any Contract or benefit plan as a result of the Contemplated Transactions, but adjusted to exclude:

(i) any realized gains or losses resulting from sales of investment securities effected between September 30, 2004, and the Closing Date (as defined below);

(ii) any realized gains on any extraordinary sales effected between October 31, 2004, and the Closing Date;

(iii) any adjustments made in accordance with Statement of Financial Accounting Standard No. 115; and

(iv) any expenses incurred or accounting or other adjustments made pursuant Sections 2.9 or 6.18 of this Agreement.

ICB’s Adjusted Shareholders’ Equity shall be calculated by ICB’s independent auditors, in consultation with Centrue Financial’s independent auditors, as of the close of business on the Determination Date using reasonable estimates of revenues and expenses where actual amounts are not available. For purposes of this calculation, ICB shall assume a tax rate of 34%. Such calculation shall be subject to verification and approval prior to the Closing (as defined below) by Centrue Financial’s independent auditors, which approval shall not be unreasonably withheld.

(b) “ Affiliate ” means with respect to:

(i) a particular individual: (A) each other member of such individual’s Family; (B) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family; (C) any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and (D) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and

(ii) a specified Person other than an individual: (A) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person; (B) any Person that holds a Material Interest in such specified Person; (C) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity); (D) any Person in which such specified Person holds a Material Interest; (E) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and (F) any Affiliate of any individual described in clause (B) or (C) of this subsection (ii).

(c) “ AMEX ” means the American Stock Exchange.

(d) “ Bank ” means Illinois Community Bank, an Illinois chartered commercial bank with its main office located in Effingham, Illinois, and a wholly-owned subsidiary of ICB.

(e) “ Bank Merger ” means the merger of the Bank with and into Centrue Bank.

(f) “ Best Efforts ” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible, provided, however , that an obligation to use Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that would result in a materially adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions.

(g) “ Breach ” means with respect to a representation, warranty, covenant, obligation or other provision of this Agreement or any instrument delivered pursuant to this Agreement: (i) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation or other provision; or (ii) any claim (by any Person) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation or other provision, and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence or circumstance.

(h) “ Business Day ” means any day on which the trading of stock occurs on the AMEX.

(i) “ Call Reports ” means the quarterly reports of income and condition filed by the Bank with Regulatory Authorities.

(j) “ Centrue Bank ” means Centrue Bank, a commercial bank organized and existing under the laws of the State of Illinois with its main office located in Kankakee, Illinois, and a wholly-owned subsidiary of Centrue Financial.

(k) “ Centrue Financial Common Stock Price ” means the unweighted average of the high and low sale prices of a share of Centrue Financial Common Stock as reported on the AMEX for each of the ten (10) trading days ending on the third (3 ^rd ) trading day preceding the Closing Date.

(l) “ Centrue Financial SEC Documents ” means the annual, quarterly and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filed by Centrue Financial with the SEC.

(m) “ Centrue Financial Subsidiary ” means any Subsidiary of Centrue Financial.

(n) “ Contemplated Transactions ” means all of the transactions contemplated by this Agreement, including: (i) the Merger; (ii) the performance by Centrue Financial, Acquisition LLC and ICB of their respective covenants and obligations under this Agreement; (iii) Centrue Financial’s acquisition of control of ICB and, indirectly, the Bank; and (iv) Centrue Financial’s issuance of registered shares of Centrue Financial Common Stock and payment of cash in exchange for shares of ICB Common Stock.

(o) “ 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.

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

(q) “ Illinois Act ” means the Illinois Limited Liability Company Act, as amended.

(r) “ Determination Date ” means the close of business on the last Business Day preceding the Closing Date.

(s) “ DFPR ” means the Illinois Department of Financial and Professional Regulation.

(t) “ DGCL ” means the Delaware General Corporation Law, as amended.

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

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

(w) “ Family ” means with respect to an individual: (i) the individual; (ii) the individual’s spouse and former spouses; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv) any other natural person who resides with such individual.

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

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

(z) “ GAAP ” means generally accepted accounting principles in the United States consistent with those used in the preparation of the most recent audited consolidated financial statements of Centrue Financial or ICB, as the case may be.

(dd) “ ICB Transaction Expenses ” means: (i) all transaction costs of ICB necessary to consummate the Contemplated Transactions; (ii) the aggregate fees and expenses of attorneys, accountants, consultants, financial advisors and other professional advisors incurred by ICB in connection with this Agreement and the Contemplated Transactions; (iii) the costs of preparing, printing and mailing the Proxy Statement to ICB Shareholders and obtaining the approval of ICB Shareholders of the Contemplated Transactions; (iv) all amounts paid or payable to any director, officer or employee of ICB or any ICB Subsidiary under any Contract or plan as a result of the Contemplated Transactions; (iv) all costs of settlement of any litigation disclosed on Schedule 4.16 ; and (v) all other non-payroll related costs and expenses in each case incurred or to be incurred by ICB through the Effective Time in connection with this Agreement and the Contemplated Transactions.

(ee) “ Knowledge ” with respect to:

(i) an individual means that such person will be deemed to have “Knowledge” of a particular fact or other matter if: (A) such individual is actually aware of such fact or other matter; or (B) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter; and

(ii) a Person (other than an individual) means that such Person will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving, or who has served in the past twelve (12) months as a director, outside advisor, officer, manager, partner, executor or trustee of such Person (or in any similar capacity) has Knowledge of such fact or other matter.

(ff) “ 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.

(gg) “ Material Adverse Effect ” with respect to a Person (other than an individual) means, a material adverse effect (whether or not required to be accrued or disclosed under Statement of Financial Accounting Standards No. 5): (i) on the condition (financial or otherwise), properties, assets, liabilities, businesses or results of operations of such Person; or (ii) on the ability of such Person to perform its obligations under this Agreement on a timely basis, but not including the effect of any change of any Legal Requirement or economic event affecting financial institutions generally.

(hh) “ Material Interest ” means the direct or indirect beneficial ownership (as currently defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

(ii) “ Old Certificates ” means certificates formerly representing shares of ICB Common Stock.

(jj) “ Per Share Purchase Price ” means Seven Dollars and Thirty-Three Cents ($7.33).

(kk) “ 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.

(ll) “ Ordinary Course of Business ” means any action taken by a Person only if such action:

(i) is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

(ii) is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority), other than loan approvals for customers of a financial institution; and

(iii) is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), other than loan approvals for customers of a financial institution, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

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

(nn) “ 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.

(oo) “ Proxy Statement ” means the proxy statement-prospectus to be used by ICB in connection with the solicitation by its board of directors of proxies for use at the meeting of its shareholders to be convened for the purpose of voting on this Agreement and the Merger, pursuant to Section 6.12 .

(pp) “ 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 ICB, Centrue Financial 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 Federal Reserve, the DFPR and the FDIC.

(qq) “ 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) “ 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.

(uu) “ Tax ” means any tax (including any income 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.

(vv) “ 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.

(ww) “ 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), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action or other matter is likely to be asserted, commenced, taken or otherwise pursued in the future.

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 reasonable 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 Kankakee, Illinois 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 ICB and Centrue Financial referred to in this Agreement (the “ ICB Schedules ” and the “ Centrue Financial 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 ICB and Centrue Financial 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 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 and the Illinois Act, at the Effective Time (as defined below), ICB shall be merged with and into Acquisition LLC pursuant to the provisions of, and with the effects provided in, the IBCA and the Illinois Act, the separate corporate existence of ICB shall cease and Acquisition LLC will be the Surviving Entity. As a result of the Merger, each share of ICB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined below), will be converted into the right to receive the Merger Consideration as defined and provided in Article 3 .

Section 2.2 Effective Time; Closing .

(a) Provided that this Agreement shall not 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 Centrue Financial and ICB, or if they fail to agree, at the offices of Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP, located at 333 W. Wacker Drive, Suite 2700, Chicago, Illinois 60606, at 10:00 a.m. on the date that is ten (10) Business Days after the end of the calendar month in which all of the following conditions are satisfied: (i) the receipt of the last required regulatory approval of the Merger and the expiration of the last requisite waiting period; and (ii) the satisfaction or waiver in writing of all of the conditions provided for in Articles 9 and 10 ; whichever is later, or at such other time as ICB and Centrue Financial 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 appropriate articles of merger as contemplated by Section 11.39 of the IBCA and Section 37-20 of the Illinois Act, with the Secretary of State of the State of Illinois. The Merger shall be effective on the Closing Date and at the time stated in the articles of merger filed with the Secretary of State of the State of Illinois (the “ Effective Time ”).

Section 2.3 Effects of Merger . At the Effective Time, the effect of the Merger shall be as provided in Section 11.50 of the IBCA. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of Acquisition LLC and ICB shall be vested in the Surviving Entity, and all debts, liabilities and duties of Acquisition LLC and ICB shall become the debts, liabilities and duties of the Surviving Entity.

Section 2.4 Articles of Organization . At the Effective Time, the articles of organization, as in effect immediately prior to the Effective Time, shall be the articles of organization of the Surviving Entity until thereafter amended in accordance with applicable law.

Section 2.5 Operating Agreement . At the Effective Time, the operating agreement of Acquisition LLC, as in effect immediately prior to the Effective Time, shall be the operating agreement of the Surviving Entity until thereafter amended in accordance with applicable law.

Section 2.6 Manager . From and after the Effective Time, until duly changed in compliance with applicable law and the certificate of formation and operating agreement of the Surviving Entity, the manager of the Surviving Entity shall be the manager of Acquisition LLC immediately prior to the Effective Time.

Section 2.7 Centrue Financial’s Deliveries at Closing . At the Closing, Centrue Financial shall deliver or cause to be delivered the following items to or on behalf of ICB:

(a) a good standing certificate for Centrue Financial issued by each of the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois and dated in each case not more than fifteen (15) Business Days prior to the Closing Date;

(b) a copy of the certificate of incorporation of Centrue Financial certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;

(c) a certificate of the Secretary or any Assistant Secretary of Centrue Financial dated the Closing Date certifying a copy of the bylaws of Centrue Financial;

(d) copies of resolutions of the board of directors of Centrue Financial approving this Agreement and the consummation of the Contemplated Transactions, certified as of the Closing Date by the Secretary or any Assistant Secretary of Centrue Financial;

(e) copies of resolutions of the manager and the sole member of Acquisition LLC approving this Agreement and the consummation of the Contemplated Transactions, certified as of the Closing Date by the manager of Acquisition LLC;

(f) a good standing certificate for Acquisition LLC issued by the Secretary of State of the State of Illinois, and dated not more than fifteen (15) Business Days prior to the Closing Date;

(g) a copy of the articles of organization of Acquisition LLC certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Illinois;

(h) a certificate of the manager of Acquisition LLC dated the Closing Date certifying a copy of the operating agreement of Acquisition LLC;

(i) a certificate executed by the manager of Acquisition LLC, dated the Closing Date, stating that: (i) all of the representations and warranties of Acquisition LLC set forth in this Agreement, as the same may have been updated pursuant to Section 7.3 , are true and correct in all material respects 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) Acquisition LLC 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, Acquisition LLC shall have performed and complied in all respects with such covenants and obligations;

(j) a certificate executed by the Chief Executive Officer or Senior Vice President, and by the Secretary or any Assistant Secretary of Centrue Financial, dated the Closing Date, stating that: (i) all of the representations and warranties of Centrue Financial set forth in this Agreement, as the same may have been updated pursuant to Section 7.3 , are true and correct in all material respects 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) Centrue Financial 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, Centrue Financial shall have performed and complied in all respects with such covenants and obligations;

(k) a legal opinion of Centrue Financial’s counsel dated the Closing Date in the form attached as Exhibit A ;

(l) the tax opinion described in Section 10.10 ; and

(m) such other documents as ICB may reasonably request.

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

Section 2.8 ICB’s Deliveries at Closing . At the Closing, ICB shall deliver or cause to be delivered the following items to Centrue Financial:

(a) a good standing certificate for ICB issued by the Secretary of State of the State Illinois dated not more than fifteen (15) Business Days prior to the Closing Date;

(b) a copy of the articles of incorporation of ICB certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Illinois;

(c) a certificate of the Secretary or any Assistant Secretary of ICB dated the Closing Date certifying a copy of the bylaws of ICB;

(d) copies of resolutions of the board of directors and ICB Shareholders 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 ICB;

(e) a good standing certificate for the Bank issued by the DFPR and dated not more than fifteen (15) Business Days prior to the Closing Date;

(f) a copy of the charter of the Bank certified by the DFPR and dated not more than fifteen (15) Business Days prior to the Closing Date;

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

(h) a certificate executed by the Chief Executive Officer or Executive Vice President, and by the Secretary or any Assistant Secretary of ICB, dated the Closing Date, stating that: (i) all of the representations and warranties of ICB set forth in this Agreement, as the same may have been updated pursuant to Section 6.8 , are true and correct in all material respects 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) ICB 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, ICB shall have performed and complied in all respects with such covenants and obligations; and

(i) a list of all ICB Shareholders as of the Determination Date, certified by the Secretary or any Assistant Secretary of ICB;

(j) owner’s title insurance policies issued by Chicago Title Insurance Company or such other title insurance company as is reasonably acceptable to Centrue Financial in accordance with the title commitments delivered by ICB to Centrue Financial in accordance with Section 6.5 , and in each case, in policy amounts at least equal to the book value of the property covered by such policies, as shown on the books and records of ICB or the Bank;

(k) a legal opinion of ICB’s counsel dated the Closing Date in the form attached as Exhibit B ;

(l) a certificate of each of ICB’s legal counsel, accountants and financial advisor or investment banker, if any, representing that all of their respective fees and expenses relating to the Contemplated Transactions incurred by ICB prior to and including the Effective Time have been paid in full;

(m) a resignation from each of the directors of ICB and the Bank, all as the same may be identified in writing by Centrue Financial, from such individual’s position as a director of ICB and/or the Bank, as the case may be; and

(n) such other documents as Centrue Financial may reasonably request.

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

Section 2.9 Bank Merger . The parties understand that it is the present intention of Centrue Financial after the Effective Time to effect the Bank Merger. Centrue Financial and ICB agree to cooperate and to take such steps as may be necessary to obtain all requisite regulatory, corporate and other approvals to effect the Bank Merger, subject and subsequent to the consummation of the Merger, all as determined by Centrue Financial in its sole discretion. The resulting bank shall be Centrue Bank. In furtherance of such agreement, each of Centrue Financial and ICB agrees:

(a) respectively, to cause the board of directors of each of Centrue Bank and the 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 Centrue Bank and the 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 as soon after the Effective Time as Centrue Financial shall determine in its sole discretion.

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 (y) none of Centrue Financial’s actions in connection with the Bank Merger will unreasonably interfere with any of the operations of ICB or the Bank prior to the Effective Time.

Section 2.10 Alternative Structure . Notwithstanding anything contained herein to the contrary, upon receipt of ICB’s prior written consent (which consent shall not be unreasonably withheld), Centrue Financial may specify, for any reasonable business, tax or regulatory purpose, that, before the special meeting of shareholders of ICB held pursuant to Section 6.12 , Centrue Financial and ICB shall enter into transactions other than those described in this Agreement to effect the purposes of this Agreement, including the merger of ICB with any Affiliate of Centrue Financial, and the parties to this Agreement shall take all action necessary and appropriate to effect, or cause to be effected, such transactions; provided, however , that no such proposed change on the structure of the transactions contemplated in this Agreement shall delay the Closing Date (if such a date has already been firmly established) by more than thirty (30) Business Days or adversely affect the economic benefits, the form of consideration or the tax effect of the Merger at the Effective Time to the holders of ICB Common Stock.

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 Centrue Financial nor ICB 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 Additional Definitions . In addition to those terms defined throughout this Agreement, the following terms, when used herein, shall have the following meanings:

(a) “ Aggregate Cash Election Number ” means the aggregate number of Cash Election Shares and Non-Election Shares (as each such term is defined in Section 3.3(b) ) held by all ICB Shareholders.

(b) “ Aggregate Stock Election Number ” means the aggregate number of Stock Election Shares (as defined in Section 3.3(b) ) held by all ICB Shareholders.

(c) “ Cash Election Excess Amount ” means the amount, if any, by which the Aggregate Cash Election Number exceeds the Required Cash Election Number.

(d) “ Cash Election Percentage ” means, for each ICB Shareholder, the quotient of: (i) such Shareholder’s Individual Cash Election Number; divided by (ii) the Aggregate Cash Election Number.

(e) “ Individual Cash Election Number ” means the number of Cash Election Shares and Non-Election Shares held by an ICB Shareholder.

(f) “ Individual Stock Election Number ” means the number of Stock Election Shares held by an ICB Shareholder.

(g) “ Outstanding ICB Shares ” means the number of shares of ICB Common Stock issued and outstanding immediately prior to the Effective Time, excluding any shares held as treasury stock.

(h) “ Per Share Cash Consideration ” means an amount in cash equal to the Per Share Purchase Price.

(i) “ Per Share Stock Consideration ” means that number of shares of Centrue Financial Common Stock, rounded to the nearest one thousandth of a share, that is equal to the quotient of the Per Share Purchase Price, divided by the Centrue Financial Common Stock Price.

(j) “ Stock Election Excess Amount ” means the amount, if any, by which the Aggregate Stock Election Number exceeds the Required Stock Election Number.

(k) “ Stock Election Percentage ” means, for each ICB Shareholder, the quotient of: (i) such Shareholder’s Individual Stock Election Number; divided by (ii) the Aggregate Stock Election Number.

(l) “ Required Cash Election Number ” means the number equal to fifty percent (50%) of the Outstanding ICB Shares.

(m) “ Required Stock Election Number ” means the number equal to fifty percent (50%) of the Outstanding ICB Shares.

Section 3.2 Manner of Merger . Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

(a) Each membership interest of Acquisition LLC issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable membership interest of the Surviving Entity.

(b) Each share of ICB Common Stock (other than shares held by ICB or any ICB Subsidiary, except for shares held by any of them in a fiduciary capacity, and Dissenting Shares) shall be converted, subject to the election of the holder as provided in, and subject to the limitations set forth in, this Article, into: (i) the Per Share Stock Consideration or (ii) the Per Share Cash Consideration. The Per Share Cash Consideration that may be paid, on an aggregate basis, to ICB Shareholders is referred to herein as the “ Cash Consideration ,” and the Per Share Stock Consideration that may be paid, on an aggregate basis, to ICB Shareholders is referred to herein as the “ Stock Consideration .” The Cash Consideration and the Stock Consideration are referred to herein collectively as the “ Merger Consideration .”

(c) Each share of ICB Common Stock held as treasury stock immediately prior to the Effective Time shall be cancelled and retired at the Effective Time and no consideration shall be issued in exchange therefor.

(d) An ICB Shareholder may, upon the making of a proper election under Section 3.3 , elect to receive all Stock Consideration, all Cash Consideration or a combination of Stock Consideration and Cash Consideration in exchange for his or her shares of ICB Common Stock.

(e) Notwithstanding any other provision contained in this Agreement, on an aggregate basis, fifty percent (50%) of the Outstanding ICB Shares shall be converted into the Stock Consideration and the remaining fifty percent (50%) of the Outstanding ICB Shares shall be converted into the Cash Consideration.

Section 3.3 Election Procedures

(a) An election form in such form as Centrue Financial and ICB shall mutually agree (an “ Election Form ”) shall be mailed no later than the Mailing Date (as defined below) to each ICB Shareholder as of the Effective Time. The “ Mailing Date ” shall be the date that is five (5) Business Days after the Effective Time.

(b) Each Election Form shall entitle the ICB Shareholder (or the beneficial owner of ICB Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder’s shares (a “ Stock Election ”); (ii) elect to receive the Cash Consideration for all of such holder’s shares (a “ Cash Election ”); (iii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “ Mixed Election ”); or (iv) make no valid election as to the receipt of the Cash Consideration or the Stock Consideration (a “ Non-Election ”). Holders of record of shares of ICB Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “ Share Representative ”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of ICB Common Stock held by that Share Representative for a particular beneficial owner. Shares of ICB Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “ Cash Election Shares .” Shares of ICB Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “ Stock Election Shares .” Shares of ICB Common Stock as to which no election has been made are referred to as “ Non-Election Shares .” For purposes of this Section, Dissenting Shares shall be deemed to be Cash Election Shares.

(c) To be effective, a properly completed Election Form must be received by Centrue Bank, in its capacity as exchange agent for the parties to this Agreement (the “ Exchange Agent ”), on or before 5:00 p.m. on the thirtieth (30 ^th ) Business Day following the Mailing Date (or such other time and date as Centrue Financial and ICB may mutually agree) (the “ Election Deadline ”). An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Old Certificates (or customary affidavits and, if required by Centrue Financial or the Exchange Agent, indemnification and a surety bond, regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of ICB Common Stock covered by such Election Form, together with a duly executed Transmittal Letter. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive.

(d) Within ten (10) Business Days after the Election Deadline, Centrue Financial shall cause the Exchange Agent to effect the allocation among ICB Shareholders of rights to receive the Cash Consideration and the Stock Consideration as follows:

(i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of Stock Election Shares, then:

(A) that number of Stock Election Shares which is equal to the product obtained by multiplying (1) the Stock Election Excess Amount by (2) such shareholder’s Stock Election Percentage (such amount being referred to as such shareholder’s “ Individual Stock Excess Amount ”), shall be converted into the right to receive the Cash Consideration; and

(B) that number of Stock Election Shares equal to the difference between (1) such shareholder’s Individual Stock Election Number, less (2) such shareholder’s Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration.

(ii) If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of Cash Election Shares and Non-Election Shares, then:

(A) that number of Cash Election Shares and Non-Election Shares which is equal to the product obtained by multiplying (1) the Cash Election Excess Amount by (2) such shareholder’s Cash Election Percentage (such amount being referred to as such shareholder’s “ Individual Cash Excess Amount ”), shall be converted into the right to receive the Stock Consideration; and

(B) that number of Cash Election Shares and Non-Election Shares which is equal to the difference between (1) such shareholder’s Individual Cash Election Number, less (2) such shareholder’s Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration.

(iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration.

(iv) If all ICB Shareholders make only a Stock Election, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding ICB Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all ICB Shareholders, such that following such allocation fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Cash Consideration.

(v) If all ICB Shareholders make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding ICB Shares, then the Exchange Agent shall allocate the Cash Consideration and the Stock Consideration on a pro rata basis among all ICB Shareholders, such that following such allocation fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Stock Consideration, and fifty percent (50%) of the Outstanding ICB Shares are converted into the right to receive the Cash Consideration.

Section 3.4 Rights as Shareholders; Stock Transfers . At the Effective Time, holders of ICB Common Stock shall cease to be, and shall have no rights as, shareholders of ICB, other than to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of ICB or the Surviving Corporation of shares of ICB Common Stock.

Section 3.5 Fractional Shares . Notwithstanding any other provision hereof, no fractional shares of Centrue Financial Common Stock and no certificates or scrip therefore, or other evidence of ownership thereof, will be issued in the Merger; instead, Centrue Financial shall pay to each holder of ICB Common Stock who would otherwise be entitled to a fractional share of Centrue Financial Common Stock (after taking into account all Old Certificates registered in the name of such holder) an amount in cash (without interest) determined by multiplying such fraction by the closing price of Centrue Financial Common Stock as reported on the AMEX on the Effective Date.

Section 3.6 Exchange Procedures

(a) On the Mailing Date, the Exchange Agent shall mail to each ICB Shareholder the Election Form and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration (the “ Transmittal Letter ”). Upon proper surrender to the Exchange Agent of an Old Certificate for exchange and cancellation, together with such properly completed and duly executed Transmittal Letter, the holder of such Old Certificates shall be entitled to receive in exchange therefor: (i) a new certificate representing that number of whole shares of Centrue Financial Common Stock that such holder has the right to receive pursuant to this Article; (ii) a check representing the amount of Cash Consideration that such holder is entitled to receive pursuant to this Article; and (iii) a check representing the amount of any cash in lieu of fractional shares that such holder has the right to receive in respect of the Old Certificates surrendered pursuant to the provisions of this Article, and the Old Certificates so surrendered shall forthwith be cancelled.

(b) Centrue Financial shall deposit with the Exchange Agent for the benefit of holders of Old Certificates: (i) cash or immediately available funds equal to the aggregate Cash Consideration; and (ii) certificates representing the shares of Centrue Financial Common Stock to be issued as Stock Consideration (the “ Exchange Fund ”). The Exchange Fund shall be held by the Exchange Agent for the benefit of ICB Shareholders pursuant to the terms of an Exchange Agent Agreement in the form of Exhibit C . After the Closing Date, Centrue Financial shall make additional deposits to the Exchange Fund, and the Exchange Agent may return certificates or funds held by the Exchange Agent, as may be necessary for the completion of the exchange of Old Certificates for the Merger Consideration in accordance with this Article and any elections timely received on or after the Closing Date. All fees, costs and expenses of the Exchange Agent shall be borne solely by Centrue Financial.

(c) Neither the Exchange Agent nor any party hereto shall be liable to any former ICB Shareholder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

(d) No dividends or other distributions with respect to Centrue Financial Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of ICB Common Stock converted in the Merger into the right to receive shares of Centrue Financial Common Stock until the holder of such unsurrendered Old Certificate shall be entitled to receive a new certificate representing shares of Centrue Financial Common Stock in exchange therefor in accordance with the procedures set forth in this Section. After becoming so entitled in accordance with this Section, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of Centrue Financial Common Stock such holder had the right to receive upon surrender of the Old Certificates.

(e) Any portion of the Merger Consideration that remains unclaimed by the ICB Shareholders on the six (6) month anniversary of the Effective Time shall be paid to Centrue Financial to be held for the benefit of holders of unsurrendered Old Certificates. Any ICB Shareholders who have not theretofore complied with this Article shall thereafter look only to Centrue Financial for payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on Centrue Financial Common Stock deliverable in respect of each share of ICB Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon.

(f) If a certificate representing shares of Centrue Financial Common Stock or a check representing Cash Consideration is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Old 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 Centrue Financial any transfer or other taxes required by reason of the issuance of a certificate representing shares of Centrue Financial Common Stock or a check representing Cash Consideration in any name other than that of the registered holder of the Old Certificate surrendered, or otherwise required, or shall establish to the satisfaction of Centrue Financial that such tax has been paid or is not payable.

Section 3.7 Anti-Dilution Provisions .

(a) If Centrue Financial issues additional shares of Centrue Financial Common Stock (other than as provided below) or declares a stock dividend, stock split, reverse split or other general distribution, reclassification or recapitalization of Centrue Financial Common Stock and the record date for such stock dividend, stock split, distribution, reclassification or recapitalization occurs at any time after the Agreement Date and prior to the Effective Time, then the number of shares of Centrue Financial Common Stock distributable to ICB Shareholders shall be equitably adjusted as necessary to give effect to the change in Centrue Financial capitalization. Notwithstanding the foregoing, no adjustment shall be made in such number of shares of Centrue Financial Common Stock distributable: (x) in the event of the issuance of additional shares of Centrue Financial Common Stock pursuant to the grant or sale of shares to, or for the account of, employees of Centrue Financial pursuant to Centrue Financial’s stock option, qualified and non-qualified retirement and dividend reinvestment plans; or (y) in the event of the issuance of additional shares of Centrue Financial Common Stock or other securities pursuant to a public offering, private placement or an acquisition of one or more banks, corporations or business assets for consideration which the board of directors, or a duly authorized committee of the board of directors, of Centrue Financial in its reasonable business judgment determines to be fair and reasonable.

(b) Subject only to making any adjustments and related computations prescribed by this Section, nothing contained in this Agreement is intended to preclude Centrue Financial from amending its certificate of incorporation to change its capital structure or from issuing additional shares of Centrue Financial Common Stock, preferred stock, shares of other capital stock or securities that are convertible into shares of capital stock.

Section 3.8 Tax Free Reorganization . The parties to this Agreement intend for the Merger to qualify as a nontaxable reorganization within the meaning of Section 368 and related sections of the Code and agree to cooperate and to take such actions as may be reasonably necessary to ensure such result and no party shall file any tax return or take any action or position inconsistent therewith, except as required pursuant to any Legal Requirement.

Section 3.9 Dissenting Shares . Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to shareholders of ICB pursuant to the provisions of any applicable Legal Requirements, including the IBCA, any shares of ICB Common Stock held by a Person who objects to the Merger, whose shares were not voted in favor of the Merger and who complies with and satisfies all of the provisions of the applicable Legal Requirements concerning the rights of such Person to dissent from the Merger and to require appraisal of such Person’s shares and who has not withdrawn such objection or waived such rights prior to the Effective Time (collectively with respect to all such ICB shareholders, the “ Dissenting Shares ”), shall not be converted pursuant to the provisions of this Article, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by ICB to the holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; provided, however , that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to applicable Legal Requirements shall be deemed to have been converted, as of the Effective Time, into the right to receive the Merger Consideration as is determined in accordance with this Article.

ARTICLE 4

Representations and Warranties of ICB

ICB hereby represents and warrants to Centrue Financial that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:

Section 4.1 ICB Organization . ICB: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois 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 bank 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 bank 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. Copies of the articles of incorporation and bylaws of ICB and all amendments thereto are set forth on Schedule 4.1 and are complete and correct. ICB has no Subsidiaries other than the Bank and as set forth on Schedule 4.1 .

Section 4.2 ICB Subsidiary Organization . The Bank is an Illinois chartered commercial bank duly organized, validly existing and in good standing under the laws of the State of Illinois. Each other ICB Subsidiary is duly organized, validly existing and in good standing in its state or jurisdiction of organization. Each ICB 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. Copies of the charter and bylaws (or similar organizational documents) of each ICB Subsidiary and all amendments thereto are set forth on Schedule 4.2 and are complete and correct.

Section 4.3 Authorization; Enforceability .

(a) ICB 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 ICB, 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 ICB 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.

(b) Except for ordinary corporate requirements, no “business combination,” “moratorium,” “control share” or other state anti-takeover statute or regulation or any provisions contained in the articles or certificate of incorporation or bylaws or similar organizational documents of ICB or any ICB Subsidiary: (i) prohibits or restricts ICB’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 Centrue Financial to any material impediment or condition in connection with the exercise of any of its rights under this Agreement. The board of directors of ICB has unanimously approved the execution of, and performance by ICB 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 or certificate of incorporation or charter or bylaws (or similar organizational documents), each as in effect on the Agreement Date, or any currently effective resolution adopted by the board of directors or shareholders of ICB or any ICB 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 ICB or any ICB 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 BHCA, the Federal Deposit Insurance Act, as amended (the “ FDIA ”), the Securities Act, the Exchange Act, the DGCL, the IBCA, the Illinois Act and the Illinois Banking Act (the “ IBA ”); (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 ICB or any ICB Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the creation of any lien, charge or encumbrance upon or with respect to any of the assets owned or used by ICB or any ICB Subsidiary. Except for the approvals referred to in Section 8.1 and the requisite approval of its shareholders, neither ICB nor any ICB 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 ICB Capitalization .

(a) The authorized capital stock of ICB currently consists exclusively of: (i) 5,000,000 shares of ICB Common Stock, of which, as of the Agreement Date, 502,550 shares are duly issued, fully paid and non-assessable, including 50,240 shares that are held by ICB as treasury shares; and (ii) 1,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued and outstanding as of the Agreement Date. ICB acknowledges that the Merger Consideration was determined based upon the accuracy of the representations and warranties made in this Section with respect to the number of outstanding shares of ICB Common Stock and the absence of any options or other rights to purchase additional shares of ICB Common Stock, and acknowledges that any Breach of such representations and warranties shall be deemed to have a Material Adverse Effect on ICB for purposes of this Agreement.

(b) None of the shares of ICB Common Stock have been issued in violation of any federal or state securities laws or any other Legal Requirement. Since December 31, 2003, except as disclosed in or permitted by this Agreement or as provided on Schedule 4.5 , no shares of ICB capital stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by ICB or any ICB Subsidiary and no dividends or other distributions payable in any equity securities of ICB or any ICB Subsidiary have been declared, set aside, made or paid to the ICB Shareholders. To the Knowledge of ICB, none of the shares of authorized capital stock of ICB are, nor on the Closing Date will they be, subject to any claim of right inconsistent with this Agreement. There are, as of the Agreement Date, no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls or other rights obligating ICB or any ICB Subsidiary to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of ICB or any ICB Subsidiary, and except as provided in this Section or otherwise disclosed in this Agreement, ICB is not a party to any Contract relating to the issuance, purchase, sale or transfer of any equity securities or other securities of ICB. ICB does not own or have 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 the Bank and as set forth in Schedule 4.5 .

Section 4.6 ICB Subsidiary Capitalization . The authorized capital stock of the Bank consists, and immediately prior to the Effective Time, will consist exclusively of 43,130 shares of capital common stock, $1.00 par value per share (the “ 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. ICB is, and will be on the Closing Date, the record and beneficial owner of one hundred percent (100%) of the Bank Shares and all of the issued and outstanding shares of capital stock of each other ICB Subsidiary, free and clear of any lien or encumbrance whatsoever. The 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 except pursuant to this Agreement and as set forth on Schedule 4.6 . There are no unexpired or pending preemptive rights with respect to any shares of capital stock of any ICB Subsidiary, except for such rights held exclusively by ICB. There are no outstanding securities of any ICB Subsidiary that are convertible into or exchangeable for any shares of such ICB Subsidiary’s capital stock, except for such rights held exclusively by ICB, and no ICB Subsidiary is a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of such ICB Subsidiary. Neither ICB nor any ICB 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 as set forth on Schedule 4.6 .

Section 4.7 Financial Statements and Reports . True, correct and complete copies of the following financial statements are included in Schedule 4.7 :

(a) audited Consolidated Balance Sheets for ICB as of December 31, 2001, 2002 and 2003, and the related audited Consolidated Statements of Operations, Statements of Cash Flows and Consolidated Statements of Changes in Shareholders’ Equity of ICB for the years ended December 31, 2001, 2002 and 2003;

(b) unaudited Consolidated Balance Sheet for ICB as of September 30, 2004, and the related unaudited Consolidated Statement of Operations and Statement of Cash Flows; and

(c) Call Reports for the Bank as of the close of business on December 31, 2001, 2002 and 2003, and for the nine months ended September 30, 2004.

The financial statements described in clause (a) have been prepared in conformity with GAAP and comply in all material respects with all applicable Legal Requirements. The financial statements described in clauses (b) and (c) 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 described in clauses (a), (b) and (c) above (collectively, and including the notes thereto, the “ ICB Financial Statements ”) are complete and correct in all material respects and fairly and accurately present the respective financial position, assets, liabilities and results of operations of ICB and the Bank as at the respective dates of, and for the periods referred to in, the ICB Financial Statements, subject to normal year-end non-material audit adjustments in amounts consistent with past practice in the c