HERITAGEBANC, INC. LETTERHEAD]Merger Agreement • January 14th, 2008 • Old Second Bancorp Inc • State commercial banks
On November 5, 2007, HeritageBanc, Inc. (“HeritageBanc”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Old Second Bancorp, Inc. (“Old Second”) and Old Second Acquisition, Inc. (“Merger Sub”), pursuant to which Merger Sub would merge with and into HeritageBanc (the “Merger”). If the Merger is completed, for each share of HeritageBanc common stock, par value $20.00 per share (“HeritageBanc Common Stock”), that you own, you will have the right to receive merger consideration as set forth in the Merger Agreement and described in the proxy statement/prospectus that was mailed to you on or about December 28, 2007 (the “Proxy Statement”). Pursuant to the Merger Agreement, you may make an election to receive your consideration in cash, shares of Old Second common stock, par value $1.00 per share (“Old Second Common Stock”), or a combination thereof, subject to proration procedures designed to ensure that, on an aggregate basis, 50% of the shares of HeritageBanc Com
