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Mutual Savings Bank REVOCABLE PROXY
This proxy, if executed, will be voted FOR adoption of the Plan of Conversion if no choice is made herein. This proxy may be
revoked at any time before it is exercised.
The undersigned hereby acknowledges receipt of a Notice of Special Meeting of
Members of Mutual Savings Bank called for June 21, 2004 and a Proxy Statement
for the Special Meeting prior to the signing of this proxy.
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Signature Date
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Signature Date
NOTE: Please sign exactly as your name appears on
this Proxy. Only one signature is required in the
case of a joint account. When signing in a
representative capacity, please give title.
PLEASE DETACH, ▇▇▇▇, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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Third Century Bancorp
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Stock Order and Certification Form
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Deadline: The Subscription Offering ends at 12:00 Noon, Franklin, Indiana Time, on June 14, 2004. Your original Stock Order and
Certification Form, properly executed and with the correct payment, must be received (not postmarked) at the address on the top of
this form, or at any Mutual Savings Bank branch office, by the deadline, or it will be considered void. Faxes or copies of this
form will not be accepted.
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(1) Number of Shares (2) Total Amount Due (6) [ ] Check here if you are a director, officer or employee
Price Per Share of Mutual Savings Bank or a member of such person's
____________________ X $10.00 = $____________________ immediate family.
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Minimum - 25 shares
Maximum - Generally 15,000 shares; however, see the Prospectus. (7) [ ] NASD Affiliation - see description on reverse side of
------------------------------------------------------------------- this form.
Method of Payment ----------------------------------------------------------------
(3) [ ] Enclosed is a check, bank draft or money order payable to (8) Please review the preprinted account information
Third Century Bancorp for $______________. listed below. The accounts printed below may not
be all of your qualifying accounts or even your
(4) [ ] I authorize you to make withdrawals from my Mutual Savings accounts as of the earliest of the three dates if
Bank certificate or savings account(s) shown below, and you have changed names on the accounts. You should
understand that the amounts will not otherwise be available list any other accounts that you may have or had
for withdrawal: with Mutual Savings Bank in the box below. SEE THE
STOCK ORDER FORM INSTRUCTIONS SHEET FOR FURTHER
Account Number(s) Amount(s) INFORMATION. All subscription orders are subject
to the provisions of the Plan of Conversion.
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Total Withdrawal ---------------------
There is NO penalty for early withdrawal.
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(5) Purchaser Information (check one) ------------------------------------------------------------
a. [ ] Eligible Account Holder - Check here if you were a Additional Qualifying Accounts
depositor with $50 or more on deposit with Mutual Savings Bank as
of December 31, 2002. Enter information in Section 8 for all Account Title (Names on Accounts) Account Number
deposit accounts that you had at Mutual Savings Bank as of ------------------------------------------ -----------------
December 31, 2002.
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b. [ ] Supplemental Eligible Account Holder - Check here if you
were a depositor with $50 or more on deposit with Mutual Savings ------------------------------------------ -----------------
Bank as of March 31, 2004 but are not an Eligible Account Holder.
Enter information in Section 8 for all deposit accounts that you ------------------------------------------ -----------------
had at Mutual Savings Bank on March 31, 2004.
c. [ ] Other Member - Check here if you were a Mutual Savings Bank
depositor as of April 30, 2004, or borrower with loan(s) Please Note: Failure to list all of your accounts may result
outstanding on April 30, 2004, but are not an Eligible Account in the loss of part or all of your subscription rights.
Holder or a Supplemental Eligible Account Holder. Enter (additional space on back of form)
information in Section 8 for all accounts that you had at Mutual
Savings Bank on April 30, 2004.
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(9) Stock Registration - Please Print Legibly and Fill Out Completely
(Note: The stock certificate and all correspondence related to this stock order will be mailed to the address provided below)
[ ] Individual [ ] Uniform Transfer to Minors Act [ ] Partnership
[ ] Joint Tenants [ ] Uniform Gift to Minors Act [ ] Individual Retirement Account
[ ] Tenants in Common [ ] Corporation [ ] Fiduciary/Trust (Under Agreement Dated ____________)
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Name Social Security or Tax I.D.
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Name Social Security or Tax I.D.
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Daytime
Mailing Address Telephone
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Zip Evening
City State Code County Telephone
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Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated May 13, 2004 and understand I may not change or
revoke my order once it is received by Third Century Bancorp. I also certify that this stock order is for my account and there is
no agreement or understanding regarding any further sale or transfer of these shares. Applicable regulations prohibit any persons
from transferring, or entering into any agreement directly or indirectly to transfer, the legal or beneficial ownership of
subscription rights or the underlying securities to the account of another person. Third Century Bancorp will pursue any and all
legal and equitable remedies in the event it becomes aware of the transfer of subscription rights and will not honor orders known
by it to involve such transfer. Under penalties of perjury, I further certify that: (1) the social security number or taxpayer
identification number given above is correct and (2) I am not subject to backup withholding. You must cross out this item (2) in
this acknowledgement if you have been notified by the Internal Revenue Service that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. By signing below, I also acknowledge that I have not waived any
rights under the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended.
Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS FORM. This order is not valid if the Stock Order and
Certification Form are not both signed and properly completed. Your order will be filled in accordance with the provisions of the
Plan of Conversion as described in the Prospectus. An additional signature is required only if payment is by withdrawal from an
account that requires more than one signature to withdraw funds.
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Signature Date Office Use Only Check # ______________ _____________
-------------------------------------------------- Date Rec'd ______/_____ Ck. Amt. ______________ _____________
Signature Date
Batch # __________- Order #___________________ Category_____________
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MUTUAL SAVINGS BANK REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF MUTUAL SAVINGS BANK (THE "BANK") FOR USE AT A SPECIAL MEETING OF MEMBERS TO
BE HELD ON JUNE 21, 2004 AND ANY ADJOURNMENT OF THAT MEETING, FOR THE PURPOSES SET FORTH IN THE FOREGOING NOTICE OF SPECIAL
MEETING. YOUR BOARD OF DIRECTORS AND MANAGEMENT URGE YOU TO VOTE FOR THE PLAN OF CONVERSION.
The undersigned being a member of the Bank, hereby authorizes the Board of Directors of Mutual Savings Bank, or the majority of
such directors, as proxies, with full powers of substitution, to represent the undersigned at the Special Meeting of Members to be
held at the Bank's principal office, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ on June 21, 2004 at 2:00 p.m., Indiana time, and
at any adjournment of said meeting, to act with respect to all votes that the undersigned would be entitled to cast, if then
personally present, as set forth below:
(1) Approval of the Plan of Conversion. The adoption of the Plan of Conversion (the "Plan") to convert the Bank
from an Indiana mutual savings bank to an Indiana stock savings bank, including the adoption of Articles of Stock Charter
Conversion and By-Laws, with the simultaneous issuance of its common stock to Third Century Bancorp, an Indiana corporation (the
"Holding Company") and sale by the Holding Company of shares of its common stock.
FOR [ ] AGAINST [ ]
(2) To vote, in its discretion, upon such other business as may properly come before the Special Meeting or any
adjournment thereof. Management is not aware of any other such business that may come before the Special Meeting.
FOR [ ] AGAINST [ ]
This proxy, if executed, will be voted "FOR" adoption of the Plan of Conversion and for adjournment of the Special Meeting, if
necessary, if no choice is made herein. Please date and sign this proxy on the reverse side and return it in the enclosed
envelope.
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Third Century Bancorp
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Item (7) continued - NASD Affiliation (this section only Item (8) continued; Purchaser Information
applies to those individuals who meet the delineated criteria)
Account Title (Names on Accounts) Account Number
Check the box if you are a member of the National Association of ------------------------------------------ -----------------
Securities Dealers, Inc. ("NASD"), a person associated with an
NASD member, a member of the immediate family of any such person ------------------------------------------ -----------------
to whose support such person contributes, directly or indirectly,
or the holder of an account in which an NASD member or person ------------------------------------------ -----------------
associated with an NASD member has a beneficial interest.
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CERTIFICATION FORM
(This Certification Form Must Be Signed In Addition to the Stock Order Form)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, WITHOUT PAR VALUE, OF THIRD CENTURY BANCORP ARE NOT DEPOSITS OR AN ACCOUNT AND ARE
NOT FEDERALLY INSURED OR GUARANTEED BY MUTUAL SAVINGS BANK OR BY THE FEDERAL GOVERNMENT.
If anyone asserts that the shares of Common Stock are federally insured or guaranteed, or are as safe as an insured deposit, I
should call the Indiana Department of Financial Institutions at (▇▇▇) ▇▇▇-▇▇▇▇.
I further certify that, before purchasing the Common Stock of Third Century Bancorp I received a copy of the Prospectus dated May
13, 2004 which discloses the nature of the Common Stock being offered and describes the following risks involved in an investment
in the Common Stock under the heading "Risk Factors" beginning on page 12 of the Prospectus:
1. Mutual's Commercial Real Estate, Commercial Business, Construction and Consumer Loans Expose It to Increased Credit Risk.
2. Changes in Interest Rates Could Adversely Affect Our Earnings.
3. The Future Price of Our Stock May Be Less than the Purchase Price in the Offering.
4. Our Return on Stockholders' Equity Will Be Reduced as a Result of the Offering and Could Negatively Impact the Price of
Our Stock.
5. Competition in Our Primary Market Area May Limit Our Growth and Profitability.
6. We Intend to Remain Independent Which May Mean You Will Not Receive a Premium for Your Common Stock.
7. Our Stock Value May Suffer from Our Ability to Impede Potential Takeovers.
8. Expected Voting Control by Directors and Officers Could Impede Potential Takeovers.
9. The Implementation of Stock-based Employee Benefit Plans Will Increase Future Compensation Expense, Reduce Earnings and
Cause Dilution.
10. A Delay in Completing the Conversion Could Significantly Increase Our Costs.
11. A Determination by the Internal Revenue Service that Subscription Rights Are Taxable Could Increase Your Taxable Income.
12. A Downturn in the Indiana Economy May Adversely Affect Our Earnings.
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Signature Date Signature Date
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Signature Date Signature Date
(Note: If shares are to be held jointly, both parties must sign)
EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIRD CENTURY BANCORP
Stock Ownership Guide and Stock Order Form Instructions
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Stock Order Form Instructions - All subscription orders are subject to the
provisions of the Plan of Conversion.
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Item 1 and 2 - Fill in the number of shares that you wish to purchase and the
total payment due. The amount due is determined by multiplying the number of
shares ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. Generally, the maximum purchase for any person is 15,000
shares (15,000 shares x $10.00 per share = $150,000). No person, together with
associates, as defined in the prospectus, and persons acting in concert may
purchase more than 25,000 shares (25,000 shares x $10.00 per share = $250,000)
of the common stock offered in the offering. For additional information, see
"Limitations on Stock Purchases" in the prospectus.
Item 3 - Payment for shares may be made in cash (only if delivered by you in
person, although we request you to exchange the cash for a check with any of the
tellers at a Mutual Savings Bank branch, by check, bank draft or money order
payable to THIRD CENTURY BANCORP. DO NOT MAIL CASH. Your funds will earn
interest at the bank's statement savings rate until the Conversion is completed.
Item 4 - To pay by withdrawal from a savings account or certificate at Mutual
Savings Bank, insert the depositor number(s) and the amount(s) you wish to
withdraw from each account. If more than one signature is required for a
withdrawal, all signatories must sign in the signature box on the front of this
form. To withdraw from an account with checking privileges, please write a
check. Mutual Savings Bank will waive any applicable penalties for early
withdrawal from certificate accounts. A hold will be placed on the account(s)
for the amount(s) you indicate to be withdrawn. Payments will remain in
account(s) until the stock offering closes and earn their respective rate of
interest.
Item 5 - Please check the appropriate box to tell us the earliest of the three
dates that applies to you.
Item 6 - Please check this box if you are a director, officer or employee of
Mutual Savings Bank, or a member of such person's household.
Item 7 - Please check this box if you have a National Association of Securities
Dealers, Inc. ("NASD") affiliation (as defined on the reverse side of the Stock
Order Form.)
Item 8 - Please review the preprinted qualifying depositor number(s)
information. The depositor number(s) listed may not be all of your depositor
number(s). You should list any other qualifying accounts that you may have or
had with Mutual Savings Bank in the box located under the heading "Additional
Qualifying Accounts". These may appear on other stock order forms you have
received. For example, if you are ordering stock in just your name, you should
list all of your depositor numbers as of the earliest of the three dates that
you were a depositor. Similarly, if you are ordering stock jointly with another
depositor, you should list all depositor numbers under which either of you are
owners, i.e. individual accounts, joint accounts, etc. If you are ordering stock
in your minor child's or grandchild's name under the Uniform Transfers to Minors
Act, the minor must have had a depositor number on one of the three dates and
you should list only their depositor number(s). If you are ordering stock
corporately, you need to list just that corporation's depositor number, as your
individual depositor number(s) do not qualify. Failure to list all of your
qualifying depositor numbers may result in the loss of part or all of your
subscription rights.
Item 9 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Third Century
Bancorp common stock. Please complete this section as fully and accurately as
possible, and be certain to supply your social security or Tax I.D. number(s)
and your daytime and evening phone numbers. We will need to call you if we
cannot execute your order as given. If you have any questions regarding the
registration of your stock, please consult your legal advisor. Subscription
rights are not transferable. If you are an eligible or supplemental eligible
account holder or other depositor, to protect your priority over other
purchasers as described in the Prospectus, you must take ownership in at least
one of the account holder's names.
(See Reverse Side for Stock Ownership Guide)
THIRD CENTURY BANCORP
Stock Ownership Guide and Stock Order Form Instructions
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Stock Ownership Guide
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Individual - The stock is to be registered in an individual's name only. You may
not list beneficiaries for this ownership.
Joint Tenants - Joint tenants with rights of survivorship identifies two or more
owners. When stock is held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.
Tenants in Common - Tenants in common may also identify two or more owners. When
stock is to be held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or sale
of shares held by tenants in common. You may not list beneficiaries for this
ownership.
Uniform Transfers To Minors Act - For residents of Indiana and many states,
stock may be held in the name of a custodian for the benefit of a minor under
the Uniform Transfers to Minors Act. For residents in other states, stock may be
held in a similar type of ownership under the Uniform Gifts to Minors Act of the
individual state. For either ownership, the minor is the actual owner of the
stock with the adult custodian being responsible for the investment until the
child reaches legal age. Only one custodian and one minor may be designated.
Instructions: On the first name line, print the first name, middle initial and
last name of the custodian, with the abbreviation "CUST" after the name. Print
the first name, middle initial and last name of the minor on the second name
line followed by the notation UTMA-IN or UGMA-Other State. List only the minor's
social security number.
Corporation/Partnership - Corporations/Partnerships may purchase stock. Please
provide the Corporation/Partnership's legal name and Tax I.D. To have depositor
rights, the Corporation/Partnership must have an account in the legal name.
Please contact the Stock Information Center to verify depositor rights and
purchase limitations.
Individual Retirement Account - Individual Retirement Account ("▇▇▇") holders
may potentially make stock purchases from their existing ▇▇▇ if it is a
self-directed ▇▇▇ or through a prearranged "trustee-to-trustee" transfer if
their ▇▇▇ is currently at Mutual Savings Bank. IRAs at Mutual Federal Savings
are not self directed and stocks may only be held in a self-directed ▇▇▇. Please
contact your broker or self-directed ▇▇▇ provider as quickly as possible to
explore this option, as it may take several days to complete a
trustee-to-trustee transfer.
Registration for IRA's: On Name Line 1 - list the name of the broker or trust
department followed by CUST or TRUSTEE.
On Name Line 2 - FBO (for benefit of) YOUR NAME ▇▇▇
a/c #______.
Address will be that of the broker / trust department
to which the stock certificate will be sent.
The Social Security / Tax I.D. number(s) will be either
yours or your trustees, as they direct.
Please list your phone numbers.
Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates,
Guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order. Without a legal document establishing a fiduciary
relationship, your stock may not be registered in a fiduciary capacity.
Instructions: On the first name line, print the first name, middle initial and
last name of the fiduciary if the fiduciary is an individual. If the fiduciary
is a corporation, list the corporate title on the first name line. Following the
name, print the fiduciary title such as trustee, executor, personal
representative, etc. On the second name line, print the name of the maker, donor
or testator or the name of the beneficiary. Following the name, indicate the
type of legal document establishing the fiduciary relationship (agreement, court
order, etc.). In the blank after "Under Agreement Dated," fill in the date of
the document governing the relationship. The date of the document need not be
provided for a trust created by a will.
(See Reverse Side for Stock Order Form Instructions)