MERGER AGREEMENT

Agreement and Plan of Merger

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FINANCIAL HOLDINGS, INC | FIRST CLOVER LEAF FINANCIAL CORP

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Title: MERGER AGREEMENT
Governing Law: Illinois Date: 5/1/2008
Industry: SandLs/Savings Banks Law Firm: Lewis Rice;Polsinelli Shalton Sector: Financial

Exhibit 2.1

MERGER AGREEMENT

AGREEMENT AND PLAN OF MERGER

BETWEEN

FIRST CLOVER LEAF FINANCIAL CORP.

AND

PARTNERS FINANCIAL HOLDINGS, INC.

April 30, 2008

TABLE OF CONTENTS

ARTICLE I CERTAIN DEFINITIONS		1
1.1	Certain Definitions	1

ARTICLE II THE MERGER		9
2.1	Merger	9
2.2	Effective Time	10
2.3	Certificate of Incorporation and Bylaws	10
2.4	Directors and Officers of Surviving Corporation.	10
2.5	Directors of FCL Bank	10
2.6	Effects of the Merger	10
2.7	Tax Consequences	10
2.8	Possible Alternative Structures	11
2.9	Additional Actions	11

ARTICLE III CONVERSION OF SHARES		11
3.1	Merger Consideration	11
3.2	Treatment of Stock Options and Warrants.	13
3.3	Election Procedures	13
3.4	Procedures for Exchange of Partners Common Stock	17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARTNERS		19
4.1	Organization	19
4.2	Capitalization	20
4.3	Authority; No Violation	20
4.4	Consents	21
4.5	Financial Statements and Regulatory Reports	22
4.6	Taxes	22
4.7	No Material Adverse Effect	23
4.8	Contracts; Leases; Defaults	23
4.9	Ownership of Property; Insurance Coverage	24
4.10	Legal Proceedings	25
4.11	Compliance With Applicable Law	25
4.12	Employee Benefit Plans	26
4.13	Brokers, Finders and Financial Advisors	29
4.14	Environmental Matters	29
4.15	Loan Portfolio	31
4.16	Related Party Transactions	32
4.17	Schedule of Termination Benefits	32
4.18	Deposits	33
4.19	Antitakeover Provisions Inapplicable; Required Vote of Stockholders	33
4.20	Registration Obligations	33
4.21	Risk Management Instruments	33
4.22	Trust Accounts	33

ARTICLE V REPRESENTATIONS AND WARRANTIES OF FCLF		33
5.1	Organization	33
5.2	Capitalization	34
5.3	Authority; No Violation	34
5.4	Consents	35
5.5	Financial Statements and Regulatory Reports	36
5.6	Taxes	36
5.7	No Material Adverse Effect	37
5.8	Ownership of Property; Insurance Coverage	37
5.9	Legal Proceedings	37
5.10	Compliance With Applicable Law	38
5.11	Employee Benefit Plans	39
5.12	Environmental Matters	40
5.13	Securities Documents	42
5.14	Brokers, Finders and Financial Advisors	42
5.15	Deposits	42
5.16	Risk Management Instruments	42
5.17	Financial Resources	43

ARTICLE VI COVENANTS OF PARTNERS		43
6.1	Conduct of Business	43
6.2	Current Information	46
6.3	Access to Properties and Records	47
6.4	Financial and Other Statements	47
6.5	Maintenance of Insurance	48
6.6	Disclosure Supplements	48
6.7	Consents and Approvals of Third Parties	49
6.8	All Reasonable Efforts	49
6.9	Failure to Fulfill Conditions	49
6.10	No Solicitation	49
6.11	Reserves and Merger-Related Costs	50
6.12	Board of Directors and Committee Meetings.	50
6.13	Prohibition on Solicitation of Employees	51

ARTICLE VII COVENANTS OF FCLF		51
7.1	Conduct of Business	51
7.2	Current Information	52
7.3	Financial and Other Statements	52
7.4	Disclosure Supplements	52
7.5	Consents and Approvals of Third Parties	53
7.6	All Reasonable Efforts	53
7.7	Failure to Fulfill Conditions	53
7.8	Employee Benefits	53
7.9	Directors and Officers Indemnification and Insurance	56
7.10	Termination of Employees	58
7.11	Stock Listing	58

7.12	Maintenance of Insurance	58
7.13	Prohibition on Solicitation of Employees	58

ARTICLE VIII REGULATORY AND OTHER MATTERS		58
8.1	Partners Stockholders Meeting	58
8.2	Proxy Statement-Prospectus	59
8.3	Regulatory Approvals	60

ARTICLE IX CLOSING CONDITIONS		61
9.1	Conditions to Each Party’s Obligations under this Agreement	61
9.2	Conditions to the Obligations of FCLF under this Agreement	62
9.3	Conditions to the Obligations of Partners under this Agreement	63

ARTICLE X THE CLOSING		64
10.1	Time and Place	64
10.2	Deliveries at the Pre-Closing and the Closing	65

ARTICLE XI TERMINATION, AMENDMENT AND WAIVER		65
11.1	Termination	65
11.2	Effect of Termination	67
11.3	Amendment, Extension and Waiver	68

ARTICLE XII MISCELLANEOUS		69
12.1	Confidentiality	69
12.2	Public Announcements	69
12.3	Survival	69
12.4	Notices	69
12.5	Parties in Interest	70
12.6	Complete Agreement	70
12.7	Counterparts	70
12.8	Severability	71
12.9	Governing Law	71
12.10	Interpretation	71
12.11	Specific Performance	71

Exhibit A	Form of Option and Warrant Cancellation Agreement
Exhibit B	Form of Voting Agreement
Exhibit C	Form of Consulting Agreement

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of April 30, 2008, between FIRST CLOVER LEAF FINANCIAL CORP., a Maryland corporation and federal stock holding company (“FCLF”), and PARTNERS FINANCIAL HOLDINGS, INC., a Delaware corporation and bank holding company (“Partners”).

WHEREAS, the Board of Directors of each party has approved this Agreement and (i) has determined that this Agreement and the Merger and related transactions contemplated hereby are in the best interests of the respective parties, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with their respective business strategies; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the business transactions described in this Agreement and to prescribe certain conditions thereto.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 Certain Definitions . As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, both here and throughout this Agreement, references to Articles and Sections refer to Articles and Sections of this Agreement).

“ Accounting Firm ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Acquisition Proposal ” shall have the meaning set forth in Section 6.10 hereof.

“ Affiliate ” shall have the meaning set forth in the Securities Act.

“ Agreement ” means this Agreement and Plan of Merger, and any amendment or supplement hereto.

“ Applications ” means the applications for regulatory approval that are required by the Contemplated Transactions.

“ BHCA ” shall mean the Bank Holding Company Act of 1956, as amended.

“ Bank Merger ” shall mean the merger of Partners Bank with and into FCL Bank, with FCL Bank as the surviving institution, which merger shall occur following the Merger, as set forth in more detail in Section 2.1 hereof.

“ Bank Merger Agreement ” shall have the meaning set forth in Section 2.1 hereof.

“ Bank Regulator ” shall mean any federal or state banking regulator (including but not limited to the FDIC, the OTS, the DFPR and the FRB) that regulates FCL Bank or Partners Bank, or any of their respective holding companies or subsidiaries, as the case may be.

“ BIF ” shall mean the Bank Insurance Fund as administered by the FDIC.

“ Cash Consideration ” shall have the meaning set forth in Section 3.1.2 hereof.

“ Cash Election ” shall have the meaning set forth in Section 3.3.2 hereof.

“ Cash Election Shares ” shall have the meaning set forth in Section 3.3.1 hereof.

“ Certificate ” shall mean the certificates evidencing shares of Partners Common Stock.

“ Claim ” shall have the meaning set forth in Section 7.9.2 hereof.

“ Closing ” shall have the meaning set forth in Section 2.2 hereof.

“ Closing Date ” shall have the meaning set forth in Section 2.2 hereof.

“ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Confidentiality Agreement ” shall mean the confidentiality agreement referred to in Section 12.1 hereof.

“ Consulting Agreement ” shall have the meaning set forth in Section 7.8.1(a) hereof.

“ Consulting Services ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Contemplated Transactions ” shall have the meaning set forth in Section 2.1 hereof.

“ DFPR ” shall mean the Illinois Department of Financial and Professional Regulation.

“ DGCL ” shall mean the Delaware General Corporation Law.

“ Disclosure Schedules ” shall mean the FCLF Disclosure Schedules and Partners Disclosure Schedules, collectively.

“ Dissenting Shares ” shall have the meaning set forth in Section 3.1.4 hereof.

“ Dissenting Stockholder ” shall have the meaning set forth in Section 3.1.4 hereof.

“ Effective Time ” shall mean the date and time specified pursuant to Section 2.2 hereof as the effective time of the Merger.

“ Election Deadline ” shall mean the date and time specified to Section 3.3.3 hereof.

“ Election Form ” shall have the meaning set forth in Section 3.3.2 hereof.

“ Election Form Record Date ” shall mean the date specified pursuant to Section 3.3.2 hereof.

“ Environmental Laws ” means any federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any Governmental Entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Law includes without limitation (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. ss.9601, et seq ; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss.6901, et seq ; the Clean Air Act, as amended, 42 U.S.C. ss.7401, et seq ; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss.1251, et seq ; the Toxic Substances Control Act, as amended, 15 U.S.C. ss.9601, et seq ; the Emergency Planning and Community Right to Know Act, 42 U.S.C. ss.1101, et seq ; the Safe Drinking Water Act, 42 U.S.C. ss.300f, et seq ; and all comparable state and local laws, and (b) any common law (including without limitation common law that may impose strict liability) that may impose liability or obligations for injuries or damages due to the presence of or exposure to any Materials of Environmental Concern.

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

“ ERISA Affiliate ” shall have the meaning set forth in Section 4.12.3 hereof, with respect to Partners, and Section 5.11.3 hereof, with respect to FCLF.

“ ERISA Affiliate Plan ” shall have the meaning set forth in Section 4.12.3 hereof, with respect to Partners, and Section 5.11.3 hereof, with respect to FCLF.

“ Excess Amount ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Excess Shares ” shall have the meaning set forth in Section 3.3.4 hereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Exchange Agent ” shall mean a bank or trust company or other agent designated by FCLF, and reasonably acceptable to Partners, which shall act as exchange agent for FCLF in connection with the exchange procedures for converting Certificates into the Merger Consideration.

“ Exchange Fund ” shall have the meaning set forth in Section 3.4.1 hereof.

“ Exchange Ratio ” shall have the meaning set forth in Section 3.1.2 hereof.

“ Excise Tax ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Executive ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ FCL Bank ” shall mean First Clover Leaf Bank, FSB, a federally chartered stock savings bank, with its principal offices located at 300 St. Louis Street, Edwardsville, Illinois 62025, which is a wholly owned subsidiary of FCLF.

“ FCL Bank Compensation and Benefit Plan ” shall have the meaning set forth in Section 5.11.1 hereof.

“ FCL Bank Defined Benefit Plan ” shall have the meaning set forth in Section 5.11.3 hereof.

“ FCLF ” shall mean First Clover Leaf Financial Corp., a Maryland corporation with its principal executive offices located at 300 St. Louis Street, Edwardsville, Illinois 62025.

“ FCLF Closing Condition Standard ” shall have the meaning set forth in Section 9.3.1 hereof.

“ FCLF Common Stock ” shall mean the common stock, par value $.10 per share, of FCLF.

“ FCLF Disclosure Schedule ” shall mean a written Disclosure Schedule delivered by FCLF to Partners specifically referring to the appropriate Section of this Agreement and describing in detail the matters contained therein.

“FCLF ESOP” shall have the meaning set forth in Section 7.8.3 hereof.

“ FCLF Financial Statements ” shall mean the (i) the audited consolidated statements of financial condition (including related notes and schedules) of FCLF as of December 31, 2007 and 2006 and the consolidated statements of income, changes in stockholders’ equity, and cash flows (including related notes and schedules, if any) of FCLF for each of the two years ended December 31, 2007 and 2006, as filed by FCLF in its Securities Documents; (ii) the interim consolidated financial statements of FCLF as of the calendar quarter ended March 31, 2008 and thereafter, as filed by FCLF in its Securities Documents; and (iii) any additional or supplemental financial documents or information required to be provided from time to time from the date hereof to the Closing Date pursuant to the terms of this Agreement.

“ FCLF Preferred Stock ” shall have the meaning set forth in Section 5.2.1 hereof.

“ FCLF Regulatory Reports ” means the Thrift Financial Reports of FCL Bank and accompanying schedules, as filed with the FDIC and OTS, for each calendar quarter beginning with the quarter ended September 30, 2006 through the Closing Date, and all Reports filed with the OTS by FCLF from September 30, 2006 through the Closing Date.

“ FDIA ” shall mean the Federal Deposit Insurance Act, as amended.

“ Fee ” shall have the meaning set forth in Section 11.2.2 hereof.

“ FDIC ” shall mean the Federal Deposit Insurance Corporation or any successor thereto.

“ Final VWAP ” means the volume weighted average price per share of FCLF Common Stock, rounded to the nearest cent, during the period of 20 consecutive trading days in which such shares are traded on The Nasdaq Stock Market ending at the end of the day that is the third day immediately preceding the Pre-Closing Date. For this purpose, the Final VWAP shall be calculated using the default criteria for the function known as “Bloomberg VWAP” of the AQR function for FCLF Common Stock on the automated quote and analytical system distributed by Bloomberg Financial LP.

“ FHLB ” shall mean the Federal Home Loan Bank of Chicago.

“ FRB ” shall mean the Board of Governors of the Federal Reserve System or any successor thereto.

“ GAAP ” shall mean Generally Accepted Accounting Principles, consistently applied, and as in effect from time to time in the United States of America.

“ Governmental Entity ” shall mean any federal or state court, administrative agency or commission or other governmental authority or instrumentality.

“ HOLA ” shall mean the Home Owners’ Loan Act, as amended.

“ Increased Exchange Ratio ” shall have the meaning set forth in Section 11.1.10 hereof.

“ Indemnified Parties ” shall have the meaning set forth in Section 7.9.2 hereof.

“ IRS ” shall mean the United States Internal Revenue Service.

“ Knowledge ” as used with respect to a Person (including references to such Person being aware of a particular matter) means those facts that are known, or should have been known after inquiry reasonable in the circumstances, by the executive officers and directors of such Person, and includes any facts, matters or circumstances set forth in any written notice from any Bank Regulator or any other written notice received by that Person. When the term “Knowledge” is used with respect a Person, it shall also include the Knowledge of the executive officers and directors of such Person’s Subsidiaries.

“ Loan Property ” shall have the meaning set forth in Section 4.14.2 hereof.

“ Mailing Date ” shall mean the day specified pursuant to Section 3.3.2 hereof.

“ Material Adverse Effect ” shall mean, with respect to FCLF or Partners, as applicable, any effect that (i) is material and adverse to the financial condition, results of operations, or business of FCLF and its Subsidiaries taken as a whole, or Partners and its Subsidiaries taken as a whole, as applicable, or (ii) would materially impair the ability of either FCLF, on the one hand, or Partners, on the other hand, to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Contemplated Transactions; provided that “Material Adverse Effect” shall not be deemed to include the impact

of (a) changes in laws and regulations affecting banks or thrift institutions generally, (b) changes in GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, (c) actions and omissions of a party hereto (or any of its Subsidiaries) taken with the prior written consent of the other party, (d) the direct effects of compliance with this Agreement on the operating performance of the parties including the expenses incurred by the parties hereto in consummating the Contemplated Transactions, and (e) any change in the value of the securities portfolio of FCLF or Partners, whether held as available for sale or held to maturity, resulting from a change in interest rates generally.

“ Materials of Environmental Concern ” shall mean pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, and any other materials regulated under Environmental Laws.

“ MCAC ” shall mean the Maryland Corporations and Associations Code.

“ Merger ” shall mean the merger of Partners with and into FCLF pursuant to the terms hereof.

“ Merger Consideration ” shall mean the cash or FCLF Common Stock, or combination thereof, to be paid by FCLF for each share of Partners Common Stock, as more fully described in Section 3.1 hereof.

“ Merger Registration Statement ” shall mean the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of FCLF Common Stock to be offered to holders of Partners Common Stock as a portion of the Merger Consideration in connection with the Merger.

“ Mixed Election ” shall have the meaning set forth in Section 3.3.2 hereof.

“ Mixed Election Shares ” shall have the meaning set forth in Section 3.3.1 hereof.

“ NASD ” shall mean the National Association of Securities Dealers, Inc.

“ New 125 Plan ” shall have the meaning set forth in Section 7.8.3 hereof.

“ New FCLF Plans ” shall have the meaning set forth in Section 7.8.2 hereof.

“ Non-Election ” shall have the meaning set forth in Section 3.3.2 hereof.

“ Non-Election Shares ” shall have the meaning set forth in Section 3.3.1 hereof.

“ OTS ” shall mean the Office of Thrift Supervision or any successor thereto.

“ Observer ” shall have the meaning set forth in Section 6.12 hereof.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“ Participation Facility ” shall have the meaning set forth in Section 4.14.2 hereof.

“ Partners ” shall mean Partners Financial Holdings, Inc. a Delaware corporation, with its principal offices located at #1 Ginger Creek Meadows, Glen Carbon, Illinois 62034.

“ Partners 125 Plan ” shall have the meaning set forth in Section 7.8.3 hereof.

“ Partners Bank ” shall mean Partners Bank, an Illinois state bank, with its principal offices located at #1 Ginger Creek Meadows, Glen Carbon, Illinois 62034, which is a wholly owned subsidiary of Partners.

“ Partners Closing Condition Standard ” shall have the meaning set forth in Section 9.2.1 hereof.

“ Partners Common Stock ” shall mean the common stock, par value $10.00 per share, of Partners.

“ Partners Compensation and Benefit Plans ” shall have the meaning set forth in Section 4.12.1 hereof.

“ Partners Defined Benefit Plan ” shall have the meaning set forth in Section 4.12.3 hereof.

“ Partners Disclosure Schedule ” shall mean a written Disclosure Schedule delivered by Partners to FCLF specifically referring to the appropriate Section of this Agreement and describing in detail the matters described therein.

“ Partners Financial Statements ” shall mean (i) the audited consolidated statements of financial condition (including related notes and schedules, if any) of Partners as of December 31, 2007, 2006 and 2005 and the consolidated statements of income, changes in stockholders’ equity and cash flows (including related notes and schedules, if any) of Partners for each of the three years ended December 31, 2007, 2006 and 2005, and (ii) the interim consolidated financial statements of Partners as of the calendar quarter ended March 31, 2008; and (iii) any additional or supplemental financial documents or information required to be provided from time to time from the date hereof to the Closing Date pursuant to the terms of this Agreement.

“ Partners Regulatory Reports ” means the Call Reports of Partners Bank and accompanying schedules, as filed with the FDIC and DFPR, for each calendar quarter beginning with the quarter ended December 31, 2005 through the Closing Date, and all Reports filed with the FRB by Partners from December 31, 2005 through the Closing Date.

“ Partners Stockholder ” means a holder of Partners Common Stock as of the Election Form Record Date.

“ Partners Stockholders Meeting ” means the meeting of Partners Stockholders to be held for the purpose of considering and approving this Agreement.

“ Partners Stock Options ” means an outstanding option award to purchase shares of Partners Common Stock granted pursuant to the Partners Financial Holdings, Inc. 2000 Stock Option and Award Plan and the Partners Financial Holdings, Inc. 2005 Stock Option and Award

Plan. As of the date of this Agreement, there are currently outstanding Partners Stock Options for 21,700 Partners Common Shares, with an average exercise price of $31.9039.

“ Partners Stock Warrants ” means an outstanding warrant to purchase shares of Partners Common Stock. As of the date of this Agreement, there are currently outstanding Partners Stock Warrants for 28,331 shares of Partners Common Stock, with an average exercise price of $20.00.

“ Pension Plan ” shall have the meaning set forth in Section 4.12.2 hereof, with respect to Partners, and Section 5.11.2 hereof, with respect to FCLF.

“ Per Share Option/Warrant Consideration ” shall have the meaning set forth in Section 3.2 hereof.

“ Person ” shall mean any individual, corporation, partnership, joint venture, association, entity, trust or “group” (as “group” is defined under Section 13(d)(3) of the Exchange Act).

“ Potential Payment ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Pre-Closing ” shall have the meaning set forth in Section 10.1 hereof.

“ Pre-Closing Date ” shall have the meaning set forth in Section 10.1 hereof.

“ Proxy Statement-Prospectus ” shall mean the proxy statement/prospectus, as the same may be amended or supplemented from time to time, to be delivered to Partners Stockholders in connection with the solicitation of their approval of this Agreement.

“ Regulatory Agreement ” shall have the meaning set forth in Section 4.11.3 hereof, with respect to Partners, and the meaning set forth in Section 5.10.3 hereof, with respect to FCLF.

“ Representative ” shall have the meaning set forth in Section 3.3.2 hereof.

“ Restrictive Covenants ” shall have the meaning set forth in Section 7.8.1(c) hereof.

“ Rights ” shall mean warrants, options, rights, convertible securities, preemptive rights, stock appreciation rights, and other arrangements or commitments that obligate an entity to issue or dispose of any of its capital stock or other ownership interests to any Person pursuant to the terms of the agreement granting such Right or the instrument evidencing such Right, or which provide for compensation based on the equity appreciation of its capital stock.

“ SAIF ” shall mean the Savings Association Insurance Fund administered by the FDIC.

“ SEC ” shall mean the United States Securities and Exchange Commission or any successor thereto.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Securities Documents ” shall mean all reports, periodic filings, offering circulars, proxy statements, registration statements, and all similar documents filed, or required to be filed, pursuant to the Securities Laws.

“ Securities Laws ” shall mean the Securities Act; the Exchange Act; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; and the rules and regulations of the SEC promulgated thereunder.

“ Severance Payment ” shall have the meaning set forth in Section 7.10 hereof.

“ Stifel ” shall mean Stifel, Nicolaus & Company, Incorporated.

“ Stock Consideration ” shall have the meaning set forth in Section 3.1.2 hereof.

“ Stock Conversion Number ” shall have the meaning set forth in Section 3.3.1 hereof.

“ Stock Election ” shall have the meaning set forth in Section 3.3.2.

“ Stock Election Number ” shall have the meaning set forth in Section 3.3.1.

“ Stock Exchange ” shall mean the Nasdaq Capital Market.

“ Subsidiary ” shall have the meaning set forth in Rule 1-02 of Regulation S-X of the SEC.

“ Superior Proposal ” shall have the meaning set forth in Section 6.10 hereof.

“ Surviving Corporation ” shall have the meaning set forth in Section 2.1 hereof.

“ Takeover Laws ” shall have the meaning set forth in Section 4.19 hereof.

“ Termination Date ” shall mean December 31, 2008.

Other terms used herein are defined in the preamble and elsewhere in this Agreement.

ARTICLE II

THE MERGER

2.1 Merger . As promptly as practicable following the satisfaction or waiver of the conditions to each party’s respective obligations hereunder, and subject to the terms and conditions of this Agreement, at the Effective Time: (a) Partners shall merge with and into FCLF with FCLF as the resulting or surviving corporation (the “Surviving Corporation”); (b) the separate existence of Partners shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities, and obligations of Partners shall be vested in and assumed by the Surviving Corporation; (c) all of the shares of Partners Common Stock issued and outstanding immediately prior to the Merger shall be converted solely into the right to receive the Merger Consideration, pursuant to the terms of Article III hereof; and (d) all of the shares of Common Stock of the Surviving Corporation outstanding immediately prior to the Merger shall remain issued and outstanding after the Merger. As soon as practicable after the date hereof, but in no event later than the date of the Partners Stockholder Meeting, FCL Bank and Partners Bank shall enter into an Agreement and Plan of Merger (the “Bank Merger Agreement”), in form and

substance mutually agreeable to the parties hereto that provides for Partners Bank to merge with and into FCL Bank, with FCL Bank as the resulting institution under the name “First Clover Leaf Bank,” which name shall be effective at the time of the consummation of the Bank Merger. The result of the Merger and Bank Merger (collectively, the “Contemplated Transactions”) will be that FCLF will be the sole stockholder of FCL Bank, the resulting institution, and the separate existence of each of Partners and Partners Bank will cease.

2.2 Effective Time . The Merger shall be effected by the filing of a certificate of merger with the Maryland Office of the Secretary of State in accordance with Section 3-107 of the MCAC and Delaware Office of the Secretary of State in accordance with Section 252 of the DGCL, each on the date of the closing (the “Closing Date”) of the Merger as set forth in Article X of this Agreement (the “Closing”). The “Effective Time” means the date and time upon which the certificate of merger is deemed effective by the last to occur of the Maryland Office of the Secretary of State and the Delaware Office of the Secretary of State, or such later time as may be mutually agreeable to FCLF and Partners and set forth in the certificate of merger, not to exceed 90 days after the certificate of merger is accepted for record by the last to occur of the Maryland Office of the Secretary of State and the Delaware Office of the Secretary of State. Immediately after the Effective Time, FCLF shall take such actions as it deems appropriate to cause the Bank Merger and Parent-Subsidiary Merger to be consummated.

2.3 Certificate of Incorporation and Bylaws . Following the Merger, the Articles of Incorporation and Bylaws of FCLF shall be the Articles of Incorporation and Bylaws of FCLF, the surviving corporation in the Merger. Following the Bank Merger, the Charter and Bylaws of FCL Bank shall remain the Charter and Bylaws of FCL Bank.

2.4 Directors and Officers of Surviving Corporation . The directors and officers of FCLF immediately prior to the Effective Time shall remain the directors and officers of the Surviving Corporation after the Effective Time, until their successors are duly elected or appointed and qualified. No directors of Partners or Partners Bank shall be added to the Board of Directors of FCLF.

2.5 Directors of FCL Bank . Each of the directors of FCLF and FCL Bank, respectively, immediately prior to the Effective Time shall continue as directors of FCLF and FCL Bank, respectively, immediately after the Effective Time. No directors of Partners or Partners Bank shall be added to the Board of Directors of FCL Bank.

2.6 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in the DGCL and MCAC.

2.7 Tax Consequences . It is intended that the Contemplated Transactions shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. Following the date hereof until the Effective Time, neither FCLF, Partners, nor any of their respective Affiliates or Subsidiaries shall knowingly take any action, cause any action to be taken, fail to take any action, or cause any action to not be taken, which action or failure to act could cause the Contemplated Transactions to fail to qualify as a reorganization under Section 368(a) of the Code.

FCLF and Partners each hereby agrees to deliver certificates in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable counsel to deliver the legal opinion contemplated by Section 9.1.6 hereof, which certificates shall be effective as of the date of such opinion.

2.8 Possible Alternative Structures . Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, FCLF shall be entitled to revise the structure of the Contemplated Transactions described in Section 2.1 hereof provided that (i) there are no adverse federal, state or local income tax consequences to Partners Stockholders as a result of the modification; (ii) the consideration to be paid to the Partners Stockholders under this Agreement is not thereby changed in kind or value or reduced in amount; and (iii) such modification will not materially delay or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger or otherwise unreasonably delay the Closing. The parties hereto each agrees to appropriately amend this Agreement and any related documents in order to reflect any such revised structure.

2.9 Additional Actions . If, at any time after the Effective Time, FCLF shall consider or be advised that any further actions, deeds, assignments, assurances in law or otherwise, or any other acts are necessary or desirable to (i) vest, perfect, or confirm, of record or otherwise, in FCLF or FCL Bank either of its respective right, title, or interest in, to, or under any of the rights, properties, or assets of Partners or Partners Bank, or (ii) otherwise carry out the purposes of this Agreement or the Contemplated Transactions, Partners and each of its Subsidiaries and their respective officers and directors shall be deemed to have granted to FCLF an irrevocable power of attorney, coupled with an interest, to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to accomplish the foregoing, and each of the officers and directors of FCLF are authorized in the name of Partners or any of its Subsidiaries, as the case may be, to take any and all such actions.

ARTICLE III

CONVERSION OF SHARES

3.1 Merger Consideration . At the Effective Time, by virtue of the Merger and without any action on the part of FCLF, Partners, or the holders of any of the shares of Partners Common Stock, the Merger shall be effected in accordance with the following terms:

3.1.1 Each issued and outstanding share of FCLF Common Stock shall remain outstanding and unaffected by the Merger.

3.1.2 Each outstanding share of Partners Common Stock that under the terms of Section 3.3 hereof is to be converted into the right to receive shares of FCLF Common Stock shall, subject to Section 3.4 hereof, be converted into and become the right to receive that number of shares of FCLF Common Stock as determined in this Section 3.1.2 (the “Stock Consideration”). Each outstanding share of Partners Common Stock that under the terms of Section 3.3 hereof is to be converted into the right to receive cash shall be converted into the right to receive a cash payment as determined in this Section 3.1.2 (the “Cash Consideration”). Each outstanding share of Partners Common Stock to receive Stock Consideration shall be

converted into and become the right to receive 5.7971 shares of FCLF Common Stock (the “Exchange Ratio”); provided, however, that if Partners provides notice of termination of this Agreement as provided in Section 11.1.10 hereof and FCLF elects to increase the Stock Consideration as provided in Section 11.1.10 hereof, the Exchange Ratio shall equal the Increased Exchange Ratio determined in accordance with Section 11.1.10 hereof. Each outstanding share of Partners Common Stock to receive Cash Consideration shall be converted into and become the right to receive $56 in cash. Partners Stock Options and Partners Stock Warrants shall cease to have any rights to acquire any shares of Partners Common Stock and instead shall only have the right to receive the Per Share Option/Warrant Consideration pursuant to Section 3.2 hereof.

3.1.3 In the event, subsequent to the date of this Agreement, either of FCLF or Partners changes (or establishes a record date for changing) the number of, or provides for the exchange of, shares of (i) FCLF Common Stock, in the case of FCLF, or (ii) Partners Common Stock, in the case of Partners, issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, or similar transaction and the record date therefor shall be prior to the Effective Time, the Exchange Ratio and Merger Consideration shall be proportionately and appropriately adjusted.

3.1.4 Each outstanding share of Partners Common Stock, the holder of which has perfected his right to dissent under the DGCL and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”), shall not be converted into or represent a right to receive Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted to a Dissenting Stockholder under the DGCL. Partners shall give FCLF prompt notice upon receipt by Partners of any notice of exercise of the rights associated with Dissenting Shares under the DGCL and of withdrawals of such notice and any other instruments in connection with such notice (any Partners Stockholder duly exercising such rights with respect to Dissenting Shares under the DGCL being hereinafter called a “Dissenting Stockholder”), and FCLF shall have the right to participate in all negotiations and proceedings with respect to any such Dissenting Shares. Partners shall not, except with the prior written consent of FCLF, voluntarily make any payment with respect to, or settle or offer to settle, any Dissenting Shares, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by a Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

3.1.5 If any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at or prior to the Effective Time, such Dissenting Stockholder’s shares of Partners Common Stock shall be converted into a right to receive Merger Consideration in accordance with the applicable provisions of this Agreement. If such Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Election Deadline, each share of Partners Common Stock of such holder shall be treated as a Non-Election Share.

3.1.6 After the Effective Time, shares of Partners Common Stock outstanding immediately prior to the Merger shall be no longer outstanding and shall be automatically be

canceled, cease to exist, and thereafter, by operation of this Section 3.1, solely represent the right to receive the Merger Consideration.

3.2 Treatment of Stock Options and Warrants . Partners (i) shall cause each Person who holds Partners Stock Warrants to deliver to FCLF, and (ii) shall use its commercially reasonable efforts to cause each Person who holds Partners Stock Options to deliver to FCLF, a cancellation agreement in the form attached as Exhibit A hereto on or prior to the Pre-Closing Date wherein each such Person shall agree that, subject to the provisions of this Agreement, at the Effective Time, each outstanding Partners Stock Option and Partners Stock Warrant held by such Person shall cease to represent a Right to acquire shares of Partners Common Stock and shall be converted into the right to receive cash in an amount (less any applicable withholding taxes) equal to the remaining number of shares of Partners Common Stock subject to the original option or warrant, as the case may be, and not exercised as of the Effective Time, multiplied by an amount equal to: (a) $56 minus (b) the exercise price of such option or warrant (with such calculation used for each individual option or warrant) (the “Per Share Option/Warrant Consideration”). For example, if a Person holds unexercised Partners Stock Options to purchase 100 shares of Partners Common Stock for an exercise price of $20 per share, such Person will be entitled to receive at the Effective Time cash in an amount equal to $3,600 (100 x ($56 - $20)). FCLF will pay the Per Share Option/Warrant Consideration to each holder of Partners Stock Options and Partners Stock Warrants listed on Partners Disclosure Schedule 4.2.4 upon the delivery by such holder to FCLF of a cancellation agreement in the form attached as Exhibit A hereto. Upon request by FCLF, Partners will pay the Per Share Option/Warrant Consideration immediately prior to the Effective Time.

3.3 Election Procedures.

3.3.1 Partners Stockholders may elect to receive shares of FCLF Common Stock or cash, or a combination thereof (in all cases without interest) in exchange for such Partners Stockholders’ shares of Partners Common Stock in accordance with the following procedures; provided that, in the aggregate, and subject to the provisions of Section 3.3.6 hereof, 50% of the total number of shares of Partners Common Stock issued and outstanding as of the Closing Date, but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Partners Common Stock shall be converted into the Cash Consideration; provided, however, that, in the event that the Stock Election Number shall be greater than or less than the Stock Conversion Number, FCLF may, in its discretion, increase or decrease the Stock Conversion Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that FCLF may not increase or decrease the Stock Conversion Number by an amount that would prevent the tax opinion referred to in Section 9.1.6 hereof from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase or decrease in the Stock Conversion Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. Any Dissenting Shares, properly perfected under the DGCL, shall be entitled to receive cash pursuant to the DGCL. Shares of Partners Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Partners Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Partners Common Stock as to which a Mixed Election has been

made are referred to herein as “Mixed Election Shares”. Shares of Partners Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed or timely submitted) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Partners Common Stock with respect to which Stock Consideration has been elected, either pursuant to a Stock Election or Mixed Election, is referred to herein as the “Stock Election Number.”

3.3.2 Partners shall cause an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form and substance acceptable to FCLF (the “Election Form”), to be mailed with the Proxy Statement-Prospectus (or on such other date as Partners and FCLF shall mutually agree) (the “Mailing Date”) to each Partners Stockholder who is the record holder of Partners Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such Partners Stockholder, subject to the allocation and election procedures set forth in this Section 3.3, (i) to elect to receive the Cash Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a “Cash Election”), in accordance with Section 3.1.2, (ii) to elect to receive the Stock Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a “Stock Election”), in accordance with Section 3.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder’s Partners Common Stock and the Cash Consideration for the remaining part of such holder’s Partners Common Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of Cash Consideration or Stock Consideration for the shares of Partners Common Stock held by such Partners Stockholder (a “Non-Election”). A holder of record of shares of Partners Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Partners Common Stock held by such Representative for a particular beneficial owner. Any shares of Partners Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. In no event shall Dissenting Shares receive Merger Consideration pursuant to this Agreement. However, for purposes of making the proration calculations provided for in this Section 3.3, Dissenting Shares existing at the Effective Time shall be deemed Cash Election Shares.

3.3.3 To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Edwardsville, Illinois time, on the later of the date of the Partners Stockholder Meeting or the 25th day following the Mailing Date (or such other time and date as FCLF and Partners may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Partners shall use all reasonable efforts to make available as promptly as possible an Election Form to any holder of record of Partners Common Stock who, prior to the Election Deadline, requests such Election Form following the initial mailing of the Election Forms. Partners shall provide to the Exchange Agent all information necessary for it to perform as specified herein. 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. If a Partners Stockholder either (i) does not submit a properly completed Election Form in a timely fashion, or (ii) revokes its Election Form

prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Partners Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification, or revocation is received and whether any such election, modification, or revocation has been properly made.

3.3.4 Adjustment in the event of Excess Stock Election . If the Stock Election Number exceeds the Stock Conversion Number (the amount by which the Stock Election Number exceeds the Stock Conversion Number being referred to herein as the “Excess Shares”), then:

(A) First, all of the Cash Election Shares (and Dissenting Shares) and the portion of the Cash Consideration specified or deemed specified on the Election Forms by holders of Mixed Election Shares shall be converted into the right to receive the Cash Consideration elected pursuant to the applicable Election Forms; and

(B) Second, the holders of Non-Election Shares shall receive Cash Consideration so as to reduce the number of Excess Shares to zero, or as close as possible to zero. The number of shares of Partners Common Stock held by each such holder of Non-Election Shares that shall be converted into the right to receive Cash Consideration shall be equal to the lesser of (i) the total number of Non-Election Shares owned by such holder, and (ii) a number determined by multiplying the total number of Non-Election Shares owned by each such holder by a fraction, the numerator of which is the total number of Non-Election Shares owned by each such holder and the denominator of which is the total number of Non-Election Shares owned by all holders (and the remaining shares of Partners Common Stock, if any, held by each such holder of Non-Election Shares shall be converted into the right to receive Stock Consideration); and

(C) Third, if the reallocation set forth in clause (B) above is not sufficient to reduce the number of Excess Shares to zero, then the Exchange Agent shall reallocate the Stock Consideration payable to each holder of Mixed Election Shares and Stock Election Shares so as to reduce the number of Excess Shares (determined after giving effect to clauses (A) and (B) above) to zero. The number of Mixed Election Shares for which Stock Consideration shall have been elected by the holder thereof and the number of Stock Election Shares of each holder which shall be reallocated into the right to receive Cash Consideration shall be equal to the number determined by multiplying the total number of such Mixed Election Shares or Stock Election Shares, as the case may be, owned by each such holder by a fraction, the numerator of which is the total number of such Mixed Election Shares or Stock Election Shares, as the case may be, owned by each such holder, and the denominator of which is the total number of such Mixed Election Shares and Stock Election Shares owned by all such holders (and the remaining Mixed Election Shares or Stock Election Shares, as the case may be, held by each such holder shall be converted into the right to receive Stock Consideration).

3.3.5 Adjustment in the event of Excess Cash Election . If the Stock Election Number is less than the Stock Conversion Number, then:

(A) First, all of the Stock Election Shares and the portion of the Stock Consideration specified or deemed specified on the Election Forms by holders of Mixed Election Shares shall be converted into the right to receive the amount of Stock Consideration elected pursuant to the applicable Election Forms; and

(B) Second, the holders of Non-Election Shares shall receive shares of Stock Consideration so as to reduce the amount by which the Stock Election Number is less than the Stock Conversion Number to zero, or as close as possible to zero. The number of shares of Partners Common Stock held by each such holder of Non-Election Shares that shall be converted into the right to receive Stock Consideration shall be equal to the lesser of (i) the total number of Non-Election Shares owned by such holder, and (ii) a number determined by multiplying the total number of Non-Election Shares owned by each such holder by a fraction, the numerator of which is the total number of Non-Election Shares owned by each such holder and the denominator of which is the total number of Non-Election Shares owned by all holders (and the remaining shares of Partners Common Stock, if any, held by each such holder of Non-Election Shares shall be converted into the right to receive Cash Consideration); and

(C) Third, if the reallocation set forth in clause (B) above is not sufficient to reduce the amount by which the Stock Election Number is less than the Stock Conversion Number to zero, then the Exchange Agent shall reallocate the Cash Consideration payable to each holder of Mixed Election Shares and Cash Election Shares so as to reduce the amount by which the Stock Election Number is less than the Stock Conversion Number (determined after giving effect to clauses (A) and (B) above) to zero. The number of Mixed Election Shares for which Cash Consideration shall have been elected by the holder thereof and the number of Cash Election Shares of each holder which shall be reallocated into the right to receive Stock Consideration shall be equal to the number determined by multiplying the total number of such Mixed Election Shares or Cash Election Shares, as the case may be, owned by each such holder by a fraction, the numerator of which is the total number of such Mixed Election Shares or Cash Election Shares, as the case may be, owned by each such holder and the denominator of which is the total number of such Mixed Election Shares and Cash Election Shares owned by all such holders (and the remaining Mixed Election Shares and Cash Election Shares held by each such holder shall be converted into the right to receive Cash Consideration).

3.3.6 No Fractional Shares . Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of FCLF Common Stock shall be issued as Merger Consideration, no dividend or distribution with respect to FCLF Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of FCLF. In lieu of the issuance of any such fractional share, FCLF shall pay to each former holder of Partners Common Stock who otherwise would be entitled to receive a fractional share of FCLF Common Stock, an amount in cash determined by multiplying $9.66 by the fractional share of FCLF Common Stock which such holder would otherwise be entitled to

receive pursuant to Section 3.1.2. No interest will be paid on the cash that holders of such fractional shares shall be entitled to receive upon such delivery. For purposes of determining any fractional share interest, all shares of Partners Common Stock owned by a Partners Stockholder shall be combined so as to calculate the maximum number of whole shares of FCLF Common Stock issuable to such Partners Stockholder.

3.4 Procedures for Exchange of Partners Common Stock .

3.4.1 FCLF to Make Merger Consideration Available . After the Election Deadline but no later than the Closing Date, FCLF shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the Partners Stockholders, for exchange in accordance with this Section 3.4, the Merger Consideration consisting of certificates representing the shares of FCLF Common Stock and an estimated amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III (including the estimated amount of cash to be paid in lieu of fractional shares of FCLF Common Stock, and for Partners Stock Options and Partners Stock Warrants) (such cash and certificates for shares of FCLF Common Stock being hereinafter referred to as the “Exchange Fund”).

3.4.2 Exchange of Certificates . Within five business days after the Effective Time, FCLF shall take all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares into which the Partners Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Promptly upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing that number of shares of FCLF Common Stock (if any) to which such former Partners Stockholder shall have become entitled pursuant to the provisions of Section 3.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former Partners Stockholder shall have become entitled pursuant to the provisions of Section 3.1.2, and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of FCLF Common Stock, which such former Partners Stockholder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 3.4.2, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable in lieu of fractional shares. Certificates surrendered for exchange by any Person who will be an Affiliate of FCLF or FCL Bank after the Effective Time shall not be exchanged for certificates representing shares of FCLF Common Stock until FCLF has received the written agreement of such Person contemplated by Section 8.4.

3.4.3 Rights of Certificate Holders after the Effective Time . The holder of a Certificate that prior to the Merger represented issued and outstanding Partners Common Stock shall have no rights, after the Effective Time, with respect to such Partners Common Stock except to surrender the Certificate in exchange for the Merger Consideration as provided in this Agreement. No interest will be paid or accrued on the Merger Consideration. No dividends or

other distributions declared after the Effective Time with respect to FCLF Common Stock shall be paid to the holder of any unsurrendered Certificate that is to be exchanged for Stock Consideration by virtue of the Merger until the holder thereof surrenders such Certificate in accordance with this Section 3.4.

3.4.4 Surrender by Persons Other than Record Holders . If the Person surrendering a Certificate and signing the accompanying letter of transmittal is not the record holder thereof, then it shall be a condition of the payment of the Merger Consideration that: (i) such Certificate is properly endorsed to such Person or is accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, and is otherwise in proper form for transfer, or is accompanied by appropriate evidence of the authority of the Person surrendering such Certificate and signing the letter of transmittal to do so on behalf of the record holder; and (ii) the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

3.4.5 Closing of Transfer Books . Commencing on the date of the Closing Date, there shall be no transfers on the stock transfer books of Partners of the Partners Common Stock. If, after such time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be exchanged for the Merger Consideration and canceled as provided in this Section 3.4.

3.4.6 Return of Exchange Fund . At any time following the six-month period after the Effective Time, FCLF shall be entitled to require the Exchange Agent to deliver to it any portions of the Exchange Fund which had been made available to the Exchange Agent and not disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to FCLF (subject to abandoned property, escheat and other similar laws) with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither FCLF nor the Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate to a public official pursuant to any abandoned property, escheat or other similar law.

3.4.7 Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by FCLF, the posting by such Person of a bond in such amount as FCLF may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof.

3.4.8 Withholding . FCLF or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the Contemplated Transactions to any holder of Partners Common Stock such amounts as FCLF (or

any Affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by FCLF or the Exchange Agent, such withheld amounts will be paid by FCLF or the Exchange Agent, as the case may be, to the proper Governmental Entity and will be treated for all purposes of this Agreement as having been paid to the holder of the Partners Common Stock in respect of whom such deduction and withholding were made by FCLF or the Exchange Agent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARTNERS

Partners hereby represents and warrants to FCLF, on behalf of Partners and on behalf of Partners Bank as the sole stockholder of Partners Bank, that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in an exception to any such statement contained in this Article IV that is included in the Partners Disclosure Schedule delivered by Partners to FCLF, and except as to any representation or warranty which specifically relates to an earlier date. Partners, on its own behalf and on behalf of Partners Bank as the sole stockholder of Partners Bank, has made a good faith effort to ensure that the disclosure on each schedule of the Partners Disclosure Schedule corresponds to the Section of this Agreement referenced therein. However, for purposes of the Partners Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of Partners shall include the Knowledge of Partners, Partners Bank and each other Partners Subsidiary.

4.1 Organization.

4.1.1 Partners is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly registered as a bank holding company under the BHCA. Partners has full corporate power and authority to carry on its business as now conducted and is duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification. Partners is duly licensed or qualified to do business in each jurisdiction listed on Partners Disclosure Schedule 4.1.1.

4.1.2 Partners Bank is an Illinois state bank organized, validly existing and in good standing under Illinois law. Partners Disclosure Schedule 4.1.2 identifies (i) each Partners Subsidiary and describes the business conducted by such entity (other than as to Partners Bank), and (ii) each director, executive officer and five percent or greater shareholder of Partners and each Partners Subsidiary. Partners has no other Subsidiaries or director, executive officer or five percent or greater shareholder of it or any Partners Subsidiary except for those listed on Partners Disclosure Schedule 4.1.2. The deposits of Partners Bank are insured by the FDIC through the BIF to the fullest extent permitted by law, and all premiums and assessments required to be paid

in connection therewith have been paid by Partners Bank when due. Each other Partners Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation or organization, each as listed on Partners Disclosure Schedule 4.1.2.

4.1.3 The respective minute books of Partners and each Partners Subsidiary accurately record all corporate actions of their respective stockholders and boards of directors (including committees).

4.1.4 Prior to the date of this Agreement, Partners has made available to FCLF true and correct copies of the bylaws and certificate of incorporation, articles of incorporation or charter of Partners, Partners Bank, and each Subsidiary of Partners, and amendments thereto as in effect on the date hereof.

4.2 Capitalization .

4.2.1 The authorized capital stock of Partners consists of 600,000 shares of common stock, $10.00 par value per share, of which 370,008 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights. There are no shares of Partners Common Stock held by Partners as treasury stock. Except as disclosed on Partners Disclosure Schedule 4.2.1, neither Partners nor any Partners Subsidiary has or is bound by any Rights of any character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on any shares of Partners Common Stock, or any other security of Partners or any securities representing the right to vote, purchase or otherwise receive any shares of Partners Common Stock or any other security of Partners.

4.2.2 Partners owns all of the capital stock of Partners Bank, free and clear of any lien or encumbrance. Except for the Partners Subsidiaries, Partners does not possess, directly or indirectly, any equity interest in any corporate entity, except for equity interests held in the investment portfolios of Partners Subsidiaries, equity interests held by Partners Subsidiaries in a fiduciary capacity, and equity interests held in connection with the lending activities of Partners Subsidiaries, including stock in the FHLB.

4.2.3 Except as disclosed in Partners Disclosure Schedule 4.2.3, no Person or “group” (as that term is defined in Section 13(d)(3) of the Exchange Act), is the beneficial owner (as defined in Section 13(d) of the Exchange Act) of five percent or more of the outstanding shares of Partners Common Stock.

4.2.4 Under the heading “Partners Stock Options” Partners Disclosure Schedule 4.2.4 contains an accurate list of all outstanding Partners Stock Options, the holders of such Partners Stock Options, and the respective exercise price for each such Partners Stock Option. Under the heading “Partners Stock Warrants” Partners Disclosure Schedule 4.2.4 contains an accurate list of all outstanding Partners Stock Warrants, the holders of such Partners Stock Warrants, and the respective exercise price for each such Partners Stock Warrant.

4.3 Authority; No Violation .

4.3.1 Partners has full corporate power and authority to execute and deliver

this Agreement and Partners Bank has (or will have prior to the Pre-Closing Date) full corporate power and authority to execute and deliver the Bank Merger Agreement and each has (or, in the case of Partners Bank, will have prior to the Pre-Closing Date) full corporate power and authority to consummate the Contemplated Transactions to which it is a party. The execution and delivery of this Agreement by Partners and the execution of the Bank Merger Agreement by Partners Bank and the completion by Partners and Partners Bank of the Contemplated Transactions to which it is a party have been (or, in the case of Partners Bank, will be prior to the Pre-Closing Date) duly and validly approved by the Board of Directors of Partners and Partners Bank, respectively, and, except for approval of the Partners Stockholders, no other corporate proceedings on the part of Partners or Partners Bank are necessary to complete the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by Partners and the Bank Merger Agreement will be duly and validly executed and delivered by Partners Bank, and the Bank Merger has been or will be duly and validly approved by the Board of Directors of Partners Bank and by Partners in its capacity as sole stockholder of Partners Bank and, subject to approval by the Partners Stockholders of the Agreement and receipt of the required approvals of the Bank Regulators described in FCLF Disclosure Schedule 5.4, this Agreement constitutes and the Bank Merger Agreement, when executed, will constitute the valid and binding obligations of Partners and Partners Bank, enforceable against Partners and Partners Bank in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and as to Partners Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity.

4.3.2 (A) The execution and delivery of this Agreement by Partners and the execution and delivery of the Bank Merger Agreement by Partners Bank; (B) subject to receipt of approvals from the Bank Regulators referred to in FCLF Disclosure Schedule 5.4, and Partners’ and Partners Bank’s compliance with any conditions contained therein, and subject to the receipt of the approval of the Partners Stockholders, the consummation of the Contemplated Transactions, and (C) compliance by Partners and Partners Bank with any of the terms or provisions hereof or of the Bank Merger Agreement, as the case may be: will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of Partners or any Partners Subsidiary or the charter or bylaws of Partners Bank; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Partners or any Partners Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Partners or any Partners Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other investment or obligation to which Partners or any Partners Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected.

4.4 Consents . Except for the consents, waivers, approvals, filings, and registrations from or with the Bank Regulators referred to in FCLF Disclosure Schedule 5.4 and compliance with any conditions contained therein, and the approval of this Agreement by the requisite vote of the Partners Stockholders, no consents, waivers, or approvals of, or filings or registrations

with, any Bank Regulator are necessary, and no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary, in connection with (a) the execution and delivery of this Agreement by Partners and Partners Bank, and (b) the completion by Partners and Partners Bank of the Merger and the Bank Merger, respectively. Partners has no actual knowledge that (i) any required approvals from a Bank Regulator or other required consents or approvals will not be received, or (ii) any public body or authority, the consent or approval of which is not required or to which a filing is not required, will object to the completion of the Contemplated Transactions.

4.5 Financial Statements and Regulatory Reports.

4.5.1 Partners has previously made available to FCLF the Partners Regulatory Reports. The Partners Regulatory Reports have been prepared in accordance with applicable regulatory accounting principles and practices consistently applied throughout the periods covered by such statements and fairly present the consolidated financial position, results of operations and changes in stockholders’ equity of Partners as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.

4.5.2 Partners has previously made available to FCLF the Partners Financial Statements. The Partners Financial Statements have been prepared in accordance with GAAP, consistently applied, and (including the related notes where applicable) fairly present in each case (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Partners and the Partners Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto.

4.5.3 At the date of each balance sheet included in the Partners Financial Statements or the Partners Regulatory Reports, Partners did not have any liabilities, obligations, or loss contingencies of any nature (whether absolute, accrued, contingent, or otherwise) of a type required to be reflected in the Partners Financial Statements or Partners Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies that are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

4.6 Taxes . Partners and the Partners Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a). For years beginning on or after January 1, 2004, Partners, or the appropriate Partners Subsidiary, has duly filed all federal, state and local tax returns required to be filed by or with respect to Partners and every Partners Subsidiary on or prior to the Closing Date (all such returns being accurate and correct) and has duly paid or made provisions for the payment of all federal, state, and local taxes which (i) have been incurred by Partners and any Partners Subsidiary; (ii) are due or, to the Knowledge of Partners, claimed to be due from Partners or any Partners Subsidiary by any taxing authority; or (iii) are due pursuant to

any written tax sharing agreement, in each case on or prior to the Closing Date, other than taxes or other charges which (x) are not delinquent or for which reserves have been established on the Partners Financial Statements, (y) are being contested in good faith, or (z) have not yet been fully determined. As of the date of this Agreement, Partners has received no written notice of and there is not pending, and to Partners’ Knowledge there is not threatened, any audit examination, deficiency assessment, tax investigation, or refund litigation with respect to any taxes of Partners or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where Partners or any of its Subsidiaries do not file tax returns that Partners or any such Subsidiary is subject to taxation in that jurisdiction. Partners and its Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due that is currently in effect. Partners and each of its Subsidiaries has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and Partners and each of its Subsidiaries, has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements.

4.7 No Material Adverse Effect . Partners and the Partners Subsidiaries, taken as a whole, have not suffered any Material Adverse Effect since December 31, 2007, and no event has occurred or circumstance arisen since that date which, in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on Partners and the Partners Subsidiaries, taken as a whole.

4.8 Contracts; Leases; Defaults .

4.8.1 Except as set forth in Partners Disclosure Schedule 4.8.1, neither Partners nor any Partners Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Partners or any Partners Subsidiary; (ii) any instrument evidencing or related to indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which Partners or any Partners Subsidiary is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to FCLF or any FCLF Subsidiary; (iii) any agreement, written or oral, that obligates Partners or any Partners Subsidiary for the payment of more than $50,000 annually; or (iv) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any way the conduct of business by Partners or any Partners Subsidiary.

4.8.2 Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in Partners Disclosure Schedule 4.8.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the Contemplated Transactions, neither Partners nor any Partners Subsidiary is in default in any

respect under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

4.8.3 True and correct copies of agreements, contracts, arrangements, and instruments referred to in Section 4.8.1 and 4.8.2 have been made available to FCLF on or before the date hereof, are listed on Partners Disclosure Schedule 4.8.1 and 4.8.2 and are in full force and effect on the date hereof, and neither Partners nor any Partners Subsidiary (nor, to the Knowledge of Partners, any other party to any such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument. No party to any contract, arrangement, or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement, or instrument as a result of the execution of this Agreement and the consummation of the Contemplated Transactions. Except as set forth in Partners Disclosure Schedule 4.8.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Partners or any Partners Subsidiary is a party or under which Partners or any Partners Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in Partners Disclosure Schedule 4.8.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Partners or any Partners Subsidiary or upon the occurrence of a subsequent event (other than a default thereunder); or (y) requires Partners or any Partners Subsidiary to provide a benefit in the form of Partners Common Stock or determined by reference to the value of Partners Common Stock.

4.9 Ownership of Property; Insurance Coverage .

4.9.1 Partners and each Partners Subsidiary has good and, as to real property, marketable, title to all assets and properties owned by Partners and each Partners Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible, or intangible, including assets and property reflected in the balance sheets contained in the Partners Regulatory Reports and in the Partners Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests, or pledges, and except for (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Partners Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Partners and the Partners Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Partners and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Partners Financial Statements.

4.9.2 With respect to all agreements pursuant to which Partners or any Partners Subsidiary has purchased securities subject to an agreement to resell, if any, Partners or such Partners Subsidiary, as the case may be, has a lien or security interest (which to Partners’ Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

4.9.3 Partners and each Partners Subsidiary currently maintain insurance considered by Partners to be commercially reasonable for their respective operations. Neither Partners nor any Partners Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims pending under such policies of insurance and no notices have been given by Partners or any Partners Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Partners and each Partners Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. Partners Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Partners and each Partners Subsidiary.

4.10 Legal Proceedings . Neither Partners nor any Partners Subsidiary is a party to any, and there are no pending or, to Partners’ Knowledge, threatened, legal, administrative, arbitration, or other proceedings, claims (whether asserted or unasserted), actions, or governmental investigations or inquiries of any nature (i) against Partners or any Partners Subsidiary (other than routine bank regulatory examinations), or (ii) to which Partners or any Partners Subsidiary’s assets are or may be subject. There are no legal, administrative, arbitration or other proceedings, claims, actions or governmental investigations challenging the validity or propriety of any of the transactions and/or agreements contemplated by, referred to in or related to this Agreement (including the schedules hereto).

4.11 Compliance With Applicable Law.

4.11.1 Each of Partners and each Partners Subsidiary is in compliance with all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, or decrees applicable to it and its properties, assets, and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, and neither Partners nor any Partners Subsidiary has received any written notice to the contrary.

4.11.2 Each of Partners and each Partners Subsidiary has all permits, licenses, authorizations, orders, and approvals of, and has made all filings, applications, and registrations with, all Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders, and approvals are in full force and effect and, no suspension or cancellation of any such permit, license, certificate, order or approval will result, or to the Knowledge of Partners, is

threatened to result, from the consummation of the Contemplated Transactions, subject to obtaining the approvals set forth in FCLF Disclosure Schedule 5.4.

4.11.3 Except as disclosed in Partners Disclosure Schedule 4.11.3, from the period beginning January 1, 2005, neither Partners nor any Partners Subsidiary has received any written notification or any other communication from any Bank Regulator, or to Partners’ Knowledge is such notification or communication threatened, (i) asserting that Partners or any Partners Subsidiary is not in compliance with any of the statutes, regulations, or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit, or governmental authorization; (iii) requiring or threatening to require Partners or any Partners Subsidiary, or indicating that Partners or any Partners Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding, or any other agreement with any Governmental Entity (including any Bank Regulator) which is charged with the supervision or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit the operations of Partners or any Partners Subsidiary, including without limitation any restriction on the payment of dividends; or (iv) directing, restricting, or limiting, or purporting to direct, restrict, or limit, in any manner the operations of Partners or any Partners Subsidiary (any such notice, communication, memorandum, agreement, or order described in this sentence is hereinafter referred to as a “Regulatory Agreement”). Neither Partners nor any Partners Subsidiary has consented to or entered into any currently effective Regulatory Agreement. The most recent regulatory rating given to Partners Bank as to compliance with the Community Reinvestment Act is satisfactory or better.

4.12 Employee Benefit Plans .

4.12.1 Partners Disclosure Schedule 4.12.1 includes a list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, welfare, and fringe benefit plans, employment, severance and change in control agreements, and all other benefit plans, practices, policies, and arrangements maintained by Partners or any Partners Subsidiary in which any employee or former employee, consultant or former consultant or director or former director of Partners or any Partners Subsidiary participates or to which any such employee, consultant or director, or former employee, former consultant, or former director, is a party or is otherwise entitled to receive benefits (the “Partners Compensation and Benefit Plans”). Neither Partners nor any of its Subsidiaries has any commitment to create any additional Partners Compensation and Benefit Plan or to modify, change or renew any existing Partners Compensation and Benefit Plan, except as required to maintain the qualified status thereof or as required for compliance with Code Section 409A or other applicable law. Partners has made available to FCLF true and correct copies of the Partners Compensation and Benefit Plans. There are no collective bargaining agreements with any labor union relating to employees of Partners or any Partners Subsidiary.

4.12.2 Each Partners Compensation and Benefit Plan has been operated and administered in accordance with its terms and with laws that are applicable to such Partners Compensation and Benefit Plans, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, the Health Insurance Portability and Accountability Act and any regulations or rules promulgated

thereunder, and all filings, disclosures, and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, and any other applicable law have been timely made or any interest, fines, penalties, or other impositions for late filings have been paid in full. Each Partners Compensation and Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely on a favorable advisory or opinion letter issued by the IRS with respect to a master and prototype or volume submitter plan, and to the Knowledge of Partners, no circumstances exist which are likely to result in revocation of any such favorable determination letter, advisory or opinion letter. There is no pending or, to the Knowledge of Partners, threatened action, suit, or claim relating to any Partners Compensation and Benefit Plan (other than routine claims for benefits). Neither Partners nor any Partners Subsidiary has engaged in a transaction, or omitted to take any action, with respect to any Partners Compensation and Benefit Plan that would, or could reasonably be expected to, subject Partners or any Partners Subsidiary to an unpaid tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.

4.12.3 No liability, other than (a) PBGC premiums arising in the ordinary course of business, or (b) any employer contribution required under the terms of any Partners Defined Benefit Plan has been or is expected by Partners or any of its Subsidiaries to be incurred with respect to any Partners Compensation and Benefit Plan which is a defined benefit plan subject to Title IV of ERISA (“Partners Defined Benefit Plan”), or with respect to any “single-employer plan” (as defined in Section 4001(a) of ERISA) subject to Title IV of ERISA currently or formerly maintained by Partners or any entity which is considered one employer with Partners under Section 4001(b)(1) of ERISA or Section 414 of the Code (an “ERISA Affiliate”) (such plan hereinafter referred to as an “ERISA Affiliate Plan”).

Except as disclosed on Partners Disclosure Schedule 4.12.3, no Partners Defined Benefit Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA prior to amendment by P.L. 109-280), whether or not waived, as of the last day of the end of the most recent plan year ending prior to 2008. The fair market value of the assets of each Partners Defined Benefit Plan exceeds the present value of the “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA) under such Partners Defined Benefit Plan as of the end of the most recent plan year with respect to the respective Partners Defined Benefit Plan ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Partners Defined Benefit Plan as of the date hereof; and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Partners Defined Benefit Plan within the 12-month period ending on the date hereof. Neither Partners nor any of its Subsidiaries has provided, or is required to provide, security to any Partners Defined Benefit Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code or has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result in, the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA. Except as disclosed on Partners Disclosure Schedule 4.12.3, neither Partners, its Subsidiaries, nor any ERISA Affiliate has contributed to any “multiemployer plan,” as defined in Section 3(37) of ERISA, on or after September 26, 1980. There is no pending, or to the Knowledge of Partners, threatened, investigation or enforcement action by any Bank

Regulator with respect to any Partners Compensation and Benefit Plan or any ERISA Affiliate Plan.

4.12.4 All contributions required to be made under the terms of any Partners Compensation and Benefit Plan or ERISA Affiliate Plan to which Partners or any Partners Subsidiary is a party or a sponsor have been timely made, and all anticipated contributions and funding obligations are accrued on Partners’ consolidated financial statements to the extent required by GAAP. Partners and its Subsidiaries have expensed and accrued as a liability the present value of future benefits under each applicable Partners Compensation and Benefit Plan for financial reporting purposes to the extent required by GAAP.

4.12.5 Except as set forth in Partners Disclosure Schedule 4.12.5, neither Partners nor any Partners Subsidiary has any obligations to provide retiree health, life insurance, disability insurance, or other retiree death benefits under any Partners Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code. There has been no communication to employees by Partners or any Partners Subsidiary that would reasonably be expected to promise or guarantee such employees retiree health, life insurance, disability insurance, or other retiree welfare benefits.

4.12.6 Partners and its Subsidiaries do not maintain any Partners Compensation and Benefit Plans covering employees who are not United States residents.

4.12.7 With respect to each Partners Compensation and Benefit Plan, if applicable, Partners has provided or made available to FCLF copies of the: (A) trust instruments and insurance contracts; (B) two most recent Forms 5500 filed with the IRS; (C) most recent actuarial report and financial statement; (D) most recent summary plan description; (E) most recent determination letter, advisory or opinion issued by the IRS; (F) any Form 5310 or Form 5330 filed with the IRS within the last two years; and (G) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests).

4.12.8 Except as disclosed in Partners Disclosure Schedule 4.12.8, the consummation of the Contemplated Transactions will not, directly or indirectly (including, without limitation, as a result of any termination of employment or service at any time prior to or following the Effective Time) (A) entitle any employee, consultant, or director of Partners or any Partners Subsidiary to any payment or benefit (including severance pay, change in control benefit, or similar compensation) or any increase in compensation, (B) result in the vesting or acceleration of any benefits under any Partners Compensation and Benefit Plan, (C) result in any increase in benefits payable under any Partners Compensation and Benefit Plan, or entitle any current or former employee, director, or independent contractor of Partners or any Partners Subsidiary to any actual or deemed payment (or benefit) which could constitute a “parachute payment” (as such term is defined in Section 280G of the Code).

4.12.9 Neither Partners nor any Partners Subsidiary maintains any Partners Compensation and Benefit Plans under which (i) any payment is reasonably likely to become non-deductible, in whole or in part, for tax reporting purposes as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder, or (ii) any payment is reasonably likely to become taxable under Section 409A of the Code.

4.12.10 There are no stock appreciation or similar rights, earned dividends or dividend equivalents, or shares of restricted stock, outstanding under any of the Partners Compensation and Benefit Plans or otherwise as of the date hereof and none will be granted, awarded, or credited after the date hereof.

4.12.11 Partners Disclosure Schedule 4.12.11 sets forth, as of the payroll date immediately preceding the date of this Agreement, a list of the full names of all employees of Partners and each Partners Subsidiary (including Partners Bank), their title and rate of salary, their date of hire and any changes in their rate of salary or title effected since December 31, 2007. Partners Disclosure Schedule 4.12.11 also sets forth any changes to any Partners Compensation and Benefit Plan since December 31, 2007.

4.13 Brokers, Finders and Financial Advisors . Neither Partners nor any Partners Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the Contemplated Transactions, or incurred any liability or commitment for any fees or commissions to any such Person in connection with the Contemplated Transactions except for the retention of Stifel by Partners and the fee payable pursuant to such retention. Partners shall be solely liable for such fees or commissions and all such fees and commissions shall be paid prior to Closing. Partners shall indemnify FLCF and all FCLF Subsidiaries from any claims by Stifel concerning such fees or its representation of Partners in connection with the Contemplated Transactions.

4.14 Environmental Matters.

4.14.1 With respect to Partners and each Partners Subsidiary:

(A) Each of Partners and the Partners Subsidiaries, the Participation Facilities, and, to Partners’ Knowledge, the Loan Properties are, and have been, in compliance with, and are not liable under, any Environmental Laws;

(B) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Partners’ Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any of the Partners Subsidiaries or any Participation Facility (x) for noncompliance or alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by it or any of the Partners Subsidiaries or at or on any Participation Facility;

(C) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Partners’ Knowledge no such action is threatened or an event occurred that could give rise to, before any court, governmental agency, or other forum relating to or against any Loan Property (or Partners or any of the Partners Subsidiaries in respect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law, or (y) relating to the presence of or release into the environment of

any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by it or any of the Partners Subsidiaries or at or on any Loan Property;

(D) The properties currently owned or operated by Partners or any Partners Subsidiary (including, without limitation, soil, groundwater or surface water on, under, or adjacent to the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law;

(E) Neither Partners nor any Partners Subsidiary has received any written notice, demand letter, executive or administrative order, directive or request for information from any Governmental Entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law;

(F) There are no underground storage tanks on, in, or under any properties owned or operated by Partners or any of the Partners Subsidiaries or on, in, or under any Participation Facility, and no underground storage tanks have been closed or removed from any properties owned or operated by Partners or any of the Partners Subsidiaries or from any Participation Facility;

(G) During the period of (i) Partners’ or any of the Partners Subsidiaries’ ownership or operation of any of their respective properties, or (ii) Partners’ or any of the Partners Subsidiaries’ participation in the management of any Participation Facility, there has been no contamination by or release of Materials of Environmental Concern in, on, under, or affecting such properties. To Partners’ Knowledge, prior to the period of (x) Partners’ or any of the Partners Subsidiaries’ ownership or operation of any of their respective current properties or (y) Partners’ or any of the Partners Subsidiaries’ participation in the management of any Participation Facility, there was no contamination by or release of Materials of Environmental Concern in, on, under, or affecting such properties;

(H) Except as disclosed on Partners Disclosure Schedule 4.14.1(H), none of Partners, Partners Bank, nor any other Partners Subsidiary has conducted any environmental studies during the past 10 years with respect to any properties owned or leased by it or any of its Subsidiaries, or with respect to any Loan Property or any Participation Facility. Any issues, deficiencies or violations respecting any Materials of Environmental Concern in, on, under, or affecting such properties raised in any such studies have been resolved or corrected prior to the date hereof; and

(I) To the Knowledge of Partners, none of the properties currently owned or operated by Partners or any Partners Subsidiary, or any Loan Property or Participation Facility contains mold or any other biological material at a level which constitutes or could be alleged to constitute a threat or harm to human health or the environment.

4.14.2 “Loan Property” means any property in which the applicable party (or a Subsidiary of it) holds a security interest, and, where required by the context, includes the owner or operator of such property, but only with respect to such property. “Participation Facility”

means any facility in which the applicable party (or a Subsidiary of it) participates in the management (including all property held as trustee or in any other fiduciary capacity) and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

4.15 Loan Portfolio.

4.15.1 The allowance for loan losses reflected in Partners’ audited consolidated statement of financial condition at December 31, 2007 was, and the allowance for loan losses shown on the balance sheets in Partners’ Financial Statements for the period ending March 31, 2008 is, and for the periods ending after March 31, 2008 will be, adequate, as of the dates thereof, under GAAP.

4.15.2 Partners Disclosure Schedule 4.15.2 sets forth a listing, as of March 31, 2008, by account, of: (A) all loans (including loan participations) of Partners Bank or any other Partners Subsidiary that have been accelerated during the past 12 months; (B) all loan commitments or lines of credit of Partners Bank or any other Partners Subsidiary which have been terminated by Partners Bank or any other Partners Subsidiary during the past 12 months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and loan commitments as to which Partners Bank or any other Partners Subsidiary has given written notice of its intent to terminate during the past 12 months; (D) with respect to all commercial loans (including commercial real estate loans), all notification letters and other written communications from Partners Bank or any other Partners Subsidiary to any of their respective borrowers, customers or other parties during the past 12 months wherein Partners Bank or any other Partners Subsidiary has requested or demanded that actions be taken to correct existing defaults or facts or circumstances which may become defaults; (E) each borrower, customer, or other party which has notified Partners Bank or any other Partners Subsidiary during the past 12 months of, or has asserted against Partners Bank or any other Partners Subsidiary, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Partners, each borrower, customer, or other party which has given Partners Bank or any other Partners Subsidiary any oral notification of, or orally asserted to or against Partners Bank or any other Partners Subsidiary, any such claim; (F) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”, “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (6) where a specific reserve allocation exists in connection therewith; and (G) all assets classified by Partners Bank or any Partners Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. Partners Disclosure Schedule 4.15.2 may exclude any individual loan with a principal outstanding balance

of less than $20,000, provided that Partners Disclosure Schedule 4.15.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $20,000 that have been excluded.

4.15.3 All loans receivable (including discounts) and accrued interest entered on the books of Partners and the Partners Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Partners’ or the appropriate Partners Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. The loans, discounts, and the accrued interest reflected on the books of Partners and the Partners Subsidiaries are subject to no defenses, set-offs, or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by general principles of equity. All such loans are owned by Partners or the appropriate Partners Subsidiary free and clear of any liens. The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust, and other collateral documents or security instruments relating thereto are, in all material respects, valid, true, and genuine, and what they purport to be.

4.16 Related Party Transactions . Except as set forth in Partners Disclosure Schedule 4.16, neither Partners nor any Partners Subsidiary is a party to any transaction (including any loan or other credit accommodation) with any Affiliate or Subsidiary of Partners. All such transactions (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, (c) did not involve more than the normal risk of collectability or present other unfavorable features, and (d) complied with all applicable law or regulations or were approved by a Bank Regulator. No loan or credit accommodation to any Affiliate of Partners or any Partners Subsidiary is presently in default or, during the three-year period prior to the date of this Agreement, has been in default or has been restructured, modified, or extended. Neither Partners nor any Partners Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by Partners is inappropriate.

4.17 Schedule of Termination Benefits. Partners Disclosure Schedule 4.17 includes a schedule of all termination benefits and related payments that would be payable to the individuals identified thereon, under any and all employment agreements, special termination agreements, change in control agreements, supplemental executive retirement plans, deferred bonus plans, deferred compensation plans, salary c

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