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Heritage Financial Group Adopts Plan To Reorganize And Conduct "Second-Step" Stock Offering

Heritage Financial Group (NASDAQ: HBOS), the mid-tier holding company for HeritageBank of the South, today announced that it has adopted a plan to reorganize from a two-tier mutual holding company to a full stock holding company and will undertake a "second-step" offering of additional shares of common stock. The conversion and offering is expected to be completed in the third quarter of 2010, subject to regulatory, stockholder and depositor approvals.

"This is an important milestone in our company's growth strategy," said Leonard Dorminey, President and Chief Executive Officer of Heritage Financial Group. "While our total risk-based capital ratio at year-end was significantly higher than the required minimum of 10% to be considered a well-capitalized institution, we believe this step will enhance our ability to take advantage of attractive expansion opportunities and better position us for continued growth."

Heritage MHC, a mutual holding company formed in 2002, holds approximately 76% of the shares of Heritage Financial Group, which in turn owns HeritageBank of the South. The remaining 24% of Heritage Financial Group's shares currently are held by public stockholders.

As part of the reorganization, HeritageBank of the South will become a wholly owned subsidiary of a to-be-formed stock corporation, Heritage Financial Group, Inc. Shares of the common stock of the Company, other than those held by Heritage MHC, will be converted into shares of common stock in Heritage Financial Group, Inc., using an exchange ratio designed to preserve current percentage ownership interests. Shares owned by Heritage MHC will be retired, and new shares representing that ownership will be offered and sold to the Bank's eligible depositors, the Bank's tax-qualified employee benefit plans and to members of the general public as set forth in the Plan of Conversion and Reorganization of Heritage MHC.

Heritage Financial Group, Inc. intends to retain the Company’s NASDAQ symbol, HBOS, and will continue to be headquartered in Albany, Georgia.

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