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[LOGO OF HINSDALE FINANCIAL CORPORATION APPEARS HERE]
November 20, 1996
Dear Fellow Stockholder:
As you know, your Board of Directors has unanimously recommended, and is
soliciting proxies in support of, a merger of equals between Hinsdale
Financial Corporation and Liberty Bancorp, Inc. After thorough analysis, your
Board of Directors unanimously concluded that the Merger is in the best
interests of Hinsdale Financial and all of its stockholders. The Board is
extremely encouraged by the level of stockholder support for the Merger.
The Board is aware that TGF Investments, L.P., a Delaware limited
partnership ("TGF"), has announced its opposition to the Merger. You may have
received a letter, and even a telephone call, from TGF asking you to vote
against the Merger. We believe that TGF has disseminated inaccurate and even
misleading information in an effort to derail the Merger. We recommend that
stockholders carefully examine TGF's claims in light of the facts.
THE MERGER WILL ENHANCE THE VALUE OF BOTH YOUR COMPANY AND YOUR INVESTMENT
Stockholders should consider the following:
. The Merger provides an IMMEDIATE BENEFIT TO HINSDALE FINANCIAL
STOCKHOLDERS IN TERMS OF INCREASED EARNINGS PER SHARE ($1.85 VS $1.61)
AND INCREASED BOOK VALUE PER SHARE ($22.71 VS $20.62). ADDITIONAL
BENEFITS WILL COME FROM SIGNIFICANT IDENTIFIED COST SAVINGS AND A PLANNED
10% STOCK REPURCHASE.
. The Merger propels Hinsdale Financial/Alliance Bancorp into the top
twenty banking institutions in the Cook-DuPage County market area.
ALLIANCE BANCORP WILL BE MORE ATTRACTIVE AS AN ONGOING ENTITY AND TO
POTENTIAL SUITORS.
. Following completion of the Merger you will own shares in ALLIANCE
BANCORP, WHICH INTENDS TO PAY A CASH DIVIDEND AT AN ANNUAL RATE OF $.65
PER SHARE.
. Your Board of Directors is convinced that the Merger will create greater
value for Hinsdale Financial stockholders. Using TGF's own analysis, the
proposed Merger increases stockholder value, as illustrated below:
<TABLE>
<CAPTION>
ALLIANCE BANCORP
HINSDALE MERGER PRO FORMA
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<S> <C> <C>
Tangible Book Per Share......................... $20.01 $22.40
Book Multiple Per TGF........................... 179% 179%
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Estimated Value Per TGF......................... $35.75* $40.02
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</TABLE>
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* Less than the $36 claimed by TGF.
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TGF HAS NOT TOLD YOU OF THE MANY FAVORABLE COMMENTS THAT HAVE BEEN EXPRESSED
ABOUT THE MERGER
. Institutional Shareholder Services ("ISS"), which provides independent
proxy voting advice to hundreds of institutional investors in connection
with approximately 10,000 shareholder meetings per year, RECOMMENDS A
VOTE FOR THE MERGER.
. According to ISS, "THE UNION OF HINSDALE AND LIBERTY IS A HIGHLY
COMPLEMENTARY FIT IN TERMS OF GEOGRAPHIC MARKETS, MANAGEMENT, AND ASSET
GENERATION SKILLS. LIBERTY'S DEPOSIT FRANCHISE AND ITS STRONG CAPITAL
POSITION WILL BALANCE HINSDALE'S ASSET GENERATING ACTIVITIES . . . THE
TWO COMPANIES TOGETHER WILL FORM A MUCH STRONGER FINANCIAL
INSTITUTION. . . ."*
. In a research report dated November 8, 1996, the analyst writing for The
Chicago Corporation stated that "We believe the merger makes sense for
both companies" and recommends that stockholders hold onto their Hinsdale
Financial stock.*
. ISS HAS FURTHER STATED THAT, "Based on the favorable pricing, the
strategic fit of the two companies, the increased dividend and the
fairness opinion rendered by Baird, we [ISS] believe the merger agreement
warrants shareholder support."*
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* Permission to quote was neither sought nor obtained.
ADDITIONAL MATTERS THAT SHOULD BE CONSIDERED BY HINSDALEFINANCIAL STOCKHOLDERS
.The Merger proposal reflects a premium for Hinsdale's suburban locations.
The Merger takes advantage of Hinsdale's suburban locations by wedding
the Company with an institution with stronger capital and a higher ratio
of deposits per branch. In fact, the Board took into account that Liberty
Bancorp's total stockholders' equity was approximately $9 million greater
than Hinsdale Financial's stockholders' equity, and that the stockholders
of Hinsdale Financial would own 50.8% of the combined entity.
.The Merger proposal reflects the value of Hinsdale's goodwill claim.
In consultation with its legal and financial advisors, your Board of
Directors deliberated extensively as to the goodwill issue. The Board
took into account such factors as the uncertainty of the claim, the
adverse tax consequences of separating the goodwill claim from the Merger
transaction, and the timing of any potential recovery. The Board believes
that the Exchange Ratio takes into account all factors-- the branch
franchise as well as capital strength, earnings power and the goodwill
lawsuit.
.The Fairness Opinion supports the Board's determination.
By definition, fairness opinions address only the fairness of the
exchange ratio to stockholders of a company. The opinion of Robert W.
Baird & Co. Incorporated ("Baird"), that the Exchange Ratio is fair to
the stockholders of Hinsdale Financial, and the basis for such opinion,
is set forth in detail in the Joint Proxy Statement/Prospectus. The Board
of Directors, as an ongoing process, evaluates the strategic options
available and undertakes those options that will best serve the Company
and its stockholders. The Board of Directors believes the Merger is in
the best interests of the Company and its stockholders at this time.
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THE HINSDALE FINANCIAL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE MERGER AND RELATED PROPOSALS.
Thank you for your consideration of this important matter. If you have any
questions, we encourage you to call the undersigned or Rick Hojnicki at (630)
323-1776. We appreciate your support.
Sincerely,
/s/ Kenne P. Bristol /s/ William R. Rybak
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Kenne P. Bristol William R. Rybak
President and Chief Executive Chairman of the Board
Officer
IMPORTANT
1. The Special Meeting is scheduled for November 26, 1996. Regardless of how
many shares you own, your vote is very important. Please vote your shares as
recommended by your Board of Directors by immediately signing, dating and
returning the enclosed WHITE Proxy Card in the enclosed postage prepaid
envelope.
2. We urge you NOT TO SIGN THE BLUE PROXY CARD that may be mailed to you
by TGF.
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