EXHIBIT 99.5
ST. ▇▇▇▇▇▇▇ CAPITAL CORPORATION
St. ▇▇▇▇▇▇▇ Capital Corporation 1993 Incentive Stock Option Plan
St. ▇▇▇▇▇▇▇ Capital Corporation 1997 Stock Option Plan, as amended
Reliance Bancshares, Inc. 1997 Stock Option Plan
FORM OF CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT, made and entered into as of ____________,
2003, by and between St. ▇▇▇▇▇▇▇ Capital Corporation, a Wisconsin corporation
(the "Company"), and the undersigned optionee ("Optionee") under the St. ▇▇▇▇▇▇▇
Capital Corporation 1993 Incentive Stock Option Plan, the St. ▇▇▇▇▇▇▇ Capital
Corporation 1997 Stock Option Plan, as amended and/or the Reliance Bancshares,
Inc. 1997 Stock Option Plan (each a "Plan"), amends each agreement (each an
"Option Agreement") evidencing a stock option and, if applicable, related
limited right (collectively, an "Option") heretofore granted to the Optionee
under the Plan and listed on the Optionee Summary attached hereto as Exhibit A,
as follows:
1. CONVERSION OF OPTION. Upon the Effective Time (as defined
in the Merger Agreement described below) of that certain merger of the
Company with and into MAF Bancorp, Inc. ("Purchaser") pursuant to that
certain Agreement and Plan of Reorganization dated as of May 20, 2003,
by and between Purchaser and the Company (the "Merger Agreement"), each
outstanding Option listed on the Optionee Summary attached hereto as
Exhibit A shall be amended such that the common stock to which such
Option relates shall be common stock, par value $0.01 per share, of
Purchaser ("Purchaser Common Stock"). Immediately prior to the
Effective Time, the limited right related to such Option, if any, and
any surrender option set forth in the Option Agreement shall be
cancelled and be of no further force and effect.
2. PURCHASER OPTION. The number of shares of Purchaser Common
Stock to which each such amended Option shall relate shall be equal to
the product (rounded down to the nearest whole share) of: (a) the
number of shares of Company Common Stock (as defined in the Merger
Agreement) covered by the Option listed in the Optionee Summary
attached as Exhibit A hereto (to the extent not theretofore exercised
or terminated prior to the Effective Time), multiplied by (b) the
fraction of a share of Purchaser Common Stock represented by the
Exchange Ratio (as defined in the Merger Agreement). The exercise price
per share (rounded up to the nearest whole cent) of Purchaser Common
Stock under each such Option shall be equal to the quotient obtained by
dividing (x) the exercise price per share of Company Common Stock
covered by the Option by (y) the Exchange Ratio.
3. EXERCISABILITY. The Purchaser Option shall be exercisable
in full at any time during the period beginning on the Effective Time
and ending on the expiration date set forth in the Optionee Summary
attached hereto as Exhibit A, except as may be earlier terminated under
the terms of the applicable Option Agreement in the event Optionee
ceases to be an employee and director of Purchaser and its
subsidiaries. Optionee acknowledges to the extent the Option is an
incentive stock option under Code Section 422 (an "ISO"), if Optionee
exercises the Option more than three months after Optionee
ceases to be an employee, then the Option will not qualify for ISO
treatment. For purposes of this Agreement and the Options, service as
an advisory director of Purchaser or any of its subsidiaries shall
constitute service as a director of Purchaser.
4. NOTIFICATION OF DISPOSITION; TAXES. Optionee shall promptly
notify Purchaser in the event that Optionee disposes of any share of
Purchaser Common Stock purchased upon exercise of the Purchaser Option
prior to the second anniversary of the date of grant, or, if later,
prior to the first anniversary of the date of such exercise if, at the
time the Purchaser Option was exercised, the Option was eligible for
treatment as an ISO. In the event that any withholding taxes apply at
the time of exercise, Optionee shall promptly pay, or cause to be paid,
to Purchaser cash equal to such taxes or Optionee may direct that there
be withheld from the shares issuable upon exercise shares of Purchaser
Common Stock with a Fair Market Value equal to the minimum required
withholding taxes.
5. EFFECT OF CONVERSION AGREEMENT. Except as expressly
provided for herein, this Conversion Agreement shall effect no
amendment, change or modification whatsoever of or to an Option
Agreement or to the Plan. Unless defined herein, capitalized terms used
in this Conversion Agreement shall have the same meaning ascribed to
them under the Plan.
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IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to
be executed by its duly authorized officers and the Optionee has hereunto set
his hand and seal, all as of the date and year first above written.
ST. ▇▇▇▇▇▇▇ CAPITAL CORPORATION
By:
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Its:
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ATTEST:
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OPTIONEE:
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Social Security Number
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Exhibit A to Conversion Agreement
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OPTIONEE SUMMARY
Schedule of Stock Options
Covered by the Conversion Agreement
Optionee:
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To be Completed Following
the Merger
Purchaser Exercise
Company Exercise Common Price Per
Option Grant Expiration Common Stock Price Per Stock Purchaser
Date Date Shares (#) Share($) Shares (#) Share($)
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