Letterhead of State National Bancshares, Inc.] September 20, 2005State National Bancshares, Inc. • September 21st, 2005 • National commercial banks
Reference is hereby made to that certain Agreement and Plan of Merger by and between State National Bancshares, Inc. ("State National BHC"), New Heritage Financial Corporation ("New Heritage"), and Heritage Financial Corporation ("Heritage BHC"), dated as of May 17, 2005 (the "Merger Agreement"), pursuant to which State National BHC will acquire all of the issued and outstanding capital stock of Heritage BHC by virtue of the merger of Heritage BHC with and into State National Bancshares of Delaware, Inc. ("State National Delaware") (the "Merger"). Capitalized terms not otherwise defined in this letter shall have the meaning assigned such term in the Merger Agreement.
