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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 __,
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
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(317) ___-____
Stock Order and Certification Form
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Deadline: The Subscription Offering ends at 12:00 Noon, Franklin, Indiana Time, on June __, 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 [(same household)].
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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
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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.
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c. [ ] Other Member - Check here if you were a Mutual Savings Bank
depositor as of May __, 2004, or borrower with loan(s) outstanding Please Note: Failure to list all of your accounts may result
on ___ __, 20__, but are not an Eligible Account Holder or a in the loss of part or all of your subscription rights.
Supplemental Eligible Account Holder. Enter information in Section (additional space on back of form)
8 for all accounts that you had at Mutual Savings Bank on ___ __,
20__.
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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 __, 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 __, 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 __, 2004 at ____ a.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. To
comply with conditions under which an exemption from the NASD's ------------------------------------------ -----------------
Interpretation With Respect to Free-Riding and Withholding is
available, you agree, if you have checked the NASD affiliation ------------------------------------------ -----------------
box: (1) not to sell, transfer or hypothecate the stock for a
period of three months following the issuance and (2) to report ------------------------------------------ -----------------
this subscription in writing to the applicable NASD member within
one day of the payment therefor. ------------------------------------------ -----------------
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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 Office of Thrift Supervision Southeast Regional Director, ▇▇▇▇ ▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
I further certify that, before purchasing the Common Stock of Third Century Bancorp I received a copy of the Prospectus dated May
__, 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 __ of the Prospectus:
1. The Bank'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. Competition in Our Primary Market Area May Limit Our Growth and Profitability.
5. We Intend to Remain Independent Which May Mean You Will Not Receive a Premium for Your Common Stock.
6. Our Stock Value May Suffer from Our Ability to Impede Potential Takeovers.
7. Expected Voting Control by Directors and Officers Could Impede Potential Takeovers.
8. The Implementation of Stock-based Employee Benefit Plans Will Increase Future Compensation Expense, Reduce Earnings and
Cause Dilution.
9. A Delay in Completing the Conversion Could Significantly Increase Our Costs.
10. A Determination by the Internal Revenue Service that Subscription Rights Are Taxable Could Increase Your Taxable Income.
11. A Downturn in the Indiana Economy May Adversely Affect Our Earnings.
12. We Operate in a Highly Regulated Environment and May Be Adversely Affected by Changes in Law and Regulations.
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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.