0001104659-07-080001 Sample Contracts

AGREEMENT AND PLAN OF MERGER AMONG OLD SECOND BANCORP, INC., OLD SECOND ACQUISITION, INC. AND HERITAGEBANC, INC. NOVEMBER 5, 2007

Merger Agreement • November 6th, 2007 • Old Second Bancorp Inc • State commercial banks • Delaware

• Contract Type
  Merger Agreement
• Filed
  November 6th, 2007
• Company
  Old Second Bancorp Inc
• Industry
  State commercial banks
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “Agreement”) is entered into as of November 5, 2007, among Old Second Bancorp, Inc., a Delaware corporation (“Old Second”), Old Second Acquisition, Inc., a Delaware corporation (“Old Second Acquisition, Inc.”) and HeritageBanc, Inc., an Illinois corporation (“HeritageBanc”).

FORM OF VOTING AGREEMENT

Voting Agreement • November 6th, 2007 • Old Second Bancorp Inc • State commercial banks • Illinois

• Contract Type
  Voting Agreement
• Filed
  November 6th, 2007
• Company
  Old Second Bancorp Inc
• Industry
  State commercial banks
• Jurisdiction
  Illinois

THIS VOTING AGREEMENT is made and effective as of , 2007 (this “Agreement”) among Old Second Bancorp, Inc., a Delaware corporation (“Purchaser”), and [name], [a resident of the State of Illinois] (the “Shareholder”).