Exhibit 2.3
AGREEMENT OF AFFILIATES
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THIS AGREEMENT OF AFFILIATES (the "Agreement") is made as of January 14,
1998, between the undersigned officers, directors and stockholders (the
"Affiliates") of Heritage Financial Services, Inc. ("Heritage"), and First
Midwest Bancorp, Inc. ("Acquiror"), for the purpose of inducing Acquiror and
First Midwest Acquisition Corporation to enter into an Agreement and Plan of
Merger (the "Merger Agreement") with Heritage. Capitalized terms used in this
Agreement, and not otherwise defined, have the meanings ascribed to them in the
Merger Agreement.
1. So long as the Merger Agreement has not been terminated, in
consideration of the Merger, the parties agree as follows:
(a) Each Affiliate, as an individual, shall use all reasonable efforts to
cause the Merger Agreement to be adopted by the shareholders of
Heritage and consummated according to its terms.
(b) Each Affiliate agrees to cause all shares of capital stock of Heritage
("Heritage Shares") owned by him or her or with respect to which he or
she shall have the sole right to vote, and to use all reasonable
efforts to cause shares with respect to which he or she shall share
the right to vote, to be voted in favor of the approval of the Merger
and the adoption of the Merger Agreement; provided, however, that this
provision shall not apply to any Heritage Shares held by an Affiliate
as a trustee or in any other comparable fiduciary capacity.
(c) Each Affiliate agrees that until the Merger is consummated or
abandoned pursuant to the Merger Agreement, he or she shall not,
without Acquiror's written consent, voluntarily sell or dispose of any
Heritage Shares owned or controlled by him or her or solicit, invite,
negotiate, discuss or enter into any agreement concerning any
Acquisition Transaction. Acquiror's written consent shall not be
unreasonably withheld in the event of a disposition by gift to a
charity or to a family member of the Affiliate made for estate
planning purposes and not to avoid the restrictions hereof, or in the
event of a disposition necessary to discharge a fiduciary duty as a
trustee or comparable fiduciary capacity; provided such transferee
agrees to be bound by the terms and conditions of this Agreement.
2. This Agreement may be executed in multiple counterparts at different
times by Acquiror and different Affiliates, each of which shall be an original,
but all of which together constitute one and the same agreement. This
Agreement, including each of its counterparts, shall be effective with respect
to additional Affiliates as, when, and if executed by Acquiror and such
additional Affiliates. Neither Acquiror's nor any Affiliate's rights or
obligations under this Agreement
are contingent upon the execution of this Agreement by any other Affiliate and
this Agreement shall be binding only with respect to each signatory to this
Agreement and any of its counterparts.
3. This Agreement sets forth the entire agreement and understanding
between Acquiror and the Affiliates in respect of the transactions contemplated
by this Agreement and supersedes all prior agreements, arrangements, and
understandings relating to the subject matter hereof.
4. This Agreement shall continue in effect until the Merger is
consummated or the Agreement is terminated in accordance with its terms.
IN WITNESS WHEREFORE, each of the undersigned Affiliates has executed this
Agreement in his or her individual capacity as of the date first written above.
RICHARD T. WOJCIK FREDERICK J. SAMPIAS
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Richard T. Wojcik Frederick J. Sampias
RONALD P. GROCBE JOHN T. GALLAGHER
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Ronald P. Grocbe John T. Gallagher
LEAL W. MATHIS JACK PAYAN
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Lael W. Mathis Jack Payan
ARTHUR E. SIELOFF JOHN L. STERLING
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Arthur E. Sieloff John L. Sterling
CHESTER STRANCZEK ARTHUR G. TICHENOR
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Chester Stranczek Arthur G. Tichenor
DOMINICK J. VELO JOHN E. BARRY
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Dominick J. Velo John E. Barry
PAUL A. ECKROTH
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Paul A. Eckroth Carl C. Greer, individually and as President
of Martin Marketing and as Voting Trustee
under a Voting Trust Agreement, dated
December 31, 1985, as amended on December
31, 1995
FIRST MIDWEST BANCORP, INC.
DONALD J. SWISTOWICZ
By:----------------------------------------
Its Executive Vice President
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