STOCK ORDER FORM
MARKET FINANCIAL CORPORATION
(Proposed Holding Company for The Market Building and Saving Company)
Note: Please read the Stock Order Form Item Instructions & Ownership Guide on
the back of this form before completion
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DEADLINE
The Subscription Offering and the Community Offering, if any, will end at
4:30 p.m., Mt. Healthy, Ohio, time, xxxx xx, 1996. Your Stock Order Form,
properly executed and with the correct payment, must be received at the
address on the bottom of this form or at an office of The Market Building and
Saving Company (the "Association") by this deadline, or it will be considered
void.
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NUMBER OF SHARES
(1) Number of Shares Price Per Share
________________ X $10.00 =
(minimum 25)
(2) Total Amount Due
$ ______________
The minimum number of shares that may be subscribed for is 25 and the maximum
purchase is 26,715, expect for purchases by the Market Financial Corporation
Employee Stock Ownership Plan (the "ESOP"). No person, together with
associates of and persons acting in concert with such person, may purchase
more than 53,429 common shares in the Subscription Offering. The price per
share is based on a valuation that is subject to review prior to fulfilling
individual stock orders.
METHOD OF PAYMENT
(3) / / Enclosed is a check, bank draft or money order payable to The Market
Building and Saving Company for $_________.
(4) / / The undersigned authorizes the withdrawal from the following savings
or certificate amount(s) at the Association, and understands that the
amounts will not otherwise be available for withdrawal:
Account Number(s) Amount(s)
$
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$
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$
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$
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Total Withdrawal $
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There is no penalty for early withdrawals for this payment.
(5) PURCHASER INFORMATION
/ / (a) Check here if you are a director, officer or employer of the
Association or a member of such person's immediate family.
/ / (b) Check here if you are a depositor and enter information below
for all accounts you had at the Eligibility Record DAte (December 31,
1994), the Supplemental Eligibility Record Date (_______, 1996) and/or
the Voting Record Date (xxx xx, 1996).
Account Title (Names on Accounts) Account Number
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IMPORTANT COMMUNITY OFFERING INFORMATION
(6) / / Check here if you are a resident of Hamilton County, Ohio.
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(7) STOCK REGISTRATION (SEE STOCK OWNERSHIP GUIDE ON THE BACK)
/ / Individual
/ / Joint Tenants
/ / Tenants in Common
/ / Uniform Transfer to Minors
/ / Uniform Gift to Minors
/ / Corporation
/ / Partnership
/ / Individual Retirement Account
/ / Fiduciary/Trust (Under Agreement Dated ______)
(8) Name Social Security or Tax I.D.
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Name Daytime Telephone
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Street Address Evening Telephone
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City State Zip Code County of Residence
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(9) NASD AFFILIATION
(This section only applies to those individuals who meet the delineated
criteria.)
/ / Check here 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 persons to whose support such person
contributes, directly or indirectly, or the holder of an account in which a
NASD member or person associated with a 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: (i) not to sell,
transfer or hypothecate the stock for a period of three months following the
issuance, and (ii) to report this subscription in writing to the applicable
NASD member within one day of the payment therefor.
ACKNOWLEDGMENT
By signing below, I acknowledge receipt of the Prospectus dated xxx xx,
1996, and the provisions therein and understanding that I may not change or
revoke any order once it is received by Market Financial Corporation ("MFC").
I also certify that this stock order is for my account only and there is no
agreement or understanding regarding any further sale or transfer of these
shares. Federal regulations prohibit any persons from transferring, or
entering into any agreement directly or indirectly to transfer, the legal
or beneficial ownership of conversion subscription rights or these underlying
securities to the account of another person. The Association 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 prejury, 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) above, if
you have been notified by the Internal Revenue Service that you are subject
to backup withholding because of underreporting interest or dividends on your
tax return.
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SIGNATURE(S)
Sign and date the form. When purchasing as a custodian, corporate officer,
etc., include your full title. An additional signature is required only when
payment is by withdrawal from an account that requires more than one
signature to withdraw funds. YOUR ORDER WILL BE FILLED IN ACCORDANCE WITH THE
PROVISIONS OF THE PROSPECTUS. THIS ORDER IS NOT VALID IF THE STOCK ORDER FORM
AND THE CERTIFICATION ARE NOT BOTH SIGNED. If you need help completing this
Form, you may call the Conversion Information Center at (513)xxx-xxxx.
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Signature Title(if applicable) Date
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Signature Title(if applicable) Date
(Note: If common shares are to be jointly held, both parties must sign)
THE COMMON SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER CORPORATION, FUND OR GOVERNMENTAL AGENCY.
OFFICE USE Date Recv'd __/__/__ Order # ______ Batch # ______
Check # ____________ Category _____________________
Amount $____________ Initials _____________________
CONVERSION INFORMATION CENTER
7522 Hamilton Avenue
Mt. Healthy, Ohio 45231
(513)xxx-xxxx
MARKET FINANCIAL CORPORATION
STOCK ORDER FORM
ITEM INSTRUCTIONS & OWNERSHIP GUIDE
ITEM INSTRUCTION
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ITEMS 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 by the subscription price of $10.00
per share. The minimum purchase is 25 shares. The maximum purchase
amount in the Conversion by any person is $267,150 in the Subscription
and Community Offering. No person, together with associates and persons
acting in concert with such person, may purchase more than $534,290 of
common shares in the Subscription Offering.
The Association has reserved the right to reject of any order received
in the Community Offering in whole or in part.
ITEM 3 -- Payment for shares may be made in cash (only if delivered by
you in person) or by check, bank, draft, or money order made payable
to the Association. DO NOT MAIL CASH. If you choose to make a cash
payment, take your stock order form, and payment in person to either
office of the Association. Your funds will earn interest at the
Association's passbook rate, currently _____% per annum.
ITEM 4 -- To pay by withdrawal from a savings account or certificate
at the Association, insert the account number(s) and the amount(s) you
wish to withdraw from each account. If more than one signature is
required to withdraw from each account, each must sign in the
"Signature" box on the front of this Form. To withdraw from an account
with checking privileges, please write a check. No early withdrawal
penalty will be charged on funds used to purchase our stock. A hold
will be placed on the account(s) for the amount(s) you authorize.
Payments will remain in certificate account(s) until the stock
offering closes and will continue to earn interest at the account rate
until then. However, if a partial withdrawal reduces the balance of a
certificate account to less than the applicable minimum, the remaining
balance will thereafter earn interest at the passbook rate.
ITEM 5 -- (a) Please check this box if you are a director, officer or
employee of the Association or a member of such person's immediate
family, (b) If you were a depositor on the Eligibility Record Date
(December 31, 1994) and/or a depositor on the Supplemental Eligibility
Record Date (xxx xx, 1996), and/or a depositor on the Voting Record
Date, you must list all names on the account(s), the account opening
date and all account number(s) of accounts you had at those dates in
order to insure proper identification of your purchase rights.
ITEM 6 -- Please check this box if you are a resident of Hamilton
County, Ohio.
ITEM 7 AND 8 -- The stock transfer industry has developed a uniform
system of shareholder registration that we will use in the issuance of
your common shares. Print the name(s) in which you want the stock
registered and the mailing address of the registration. Include the
first name, middle initial, and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect
ownership rights, such as "Mrs.", "Mr.", "Dr.", "special account",
etc. If you have any questions or concerns regarding the registration
of your shares, please consult your legal adviser. Ownership may be
registered in one of the ways described under "Stock Ownership Guide."
ITEM 9 -- Please check this box if you are a member of the NASD or if
this item otherwise applies to you.
Subscription rights are not transferable. If you are a qualified
member, to protect your priority over other purchasers as described in
the Prospectus, you must take ownership in at least one accountholder
name.
Enter the Social Security or Tax I.D. number of one registered owner.
This registered owner must be listed on the first "NAME" line. Be sure
to include your telephone number because we may need to contact you if
we cannot execute your order as given. Review the Stock Ownership
Guide on this page and refer to the instructions for Uniform Gift to
Minors/Uniform Transfer to Minors and Fiduciaries.
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 right 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. All parties must agree to the
transfer or sale of shares held by joint tenants.
TENANTS IN COMMON Tenants in common may also identify two or more
owners. When stock is held by tenants in common, upon the death of one
co-tenant, ownership of the sotck 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.
INDIVIDUAL RETIREMENT ACCOUNT Individual Retirement Account ("IRA")
holders may make stock purchase from their deposits through a
pre-arranged "trustee-to-trustee" transfer. Stock may only be held in
a self-directed IRA. The Association does not offer a self-directed
IRA. Please contact the Conversion Information Center if you have any
questions about your IRA account or to obtain a list of local brokers
who will open a self-directed IRA, or check with your broker. There
will be no early withdrawal or IRS penalties incurred as a result of
these transfers.
UNIFORM GIFTS TO MINORS/UNIFORM TRANSFER TO MINORS For residents of
many states, stock may be held in the name of a custodian for the
benefit of a minor under the Uniform Transfer to Minors Act. For
residents in other states, stock may be held in a similar type of
ownership under the Uniform Gift to Minors Act of the individual
states. For either form of ownership, the minor is the actual owner of
the stock with the adult custodian being responsible for the
investment until the minor reaches legal age.
INSTRUCTIONS: See your legal advisor if you are unsure about the
correct registration of your stock.
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. Only one custodian and one minor may be
designated.
CORPORATION/PARTNERSHIP Corporation/Partnerships may purchase stock.
Please provide the Corporation/Partnership's legal name and Tax I.D.
number. To have depositor rights, the Corporation/Partnership must
have an account in the legal name of the Corporation/Partnership.
Please contact the Conversion Information Center to verify depositor
rights and purchase limitations.
FIDUCIARY/TRUST Generally, fiduciary relationships (such as Trusts,
Estates, Guardianships, etc.) are established under a form of trust
agreement or are 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 corporation
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 either 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.
An example of fiduciary ownership of stock in the case of a trust is:
John D. Smith, Trustee for Thomas A. Smith Under Agreement Dated
06/09/87.
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YOU MUST SIGN THE FOLLOWING CERTIFICATION IN
ORDER TO PURCHASE COMMON SHARES
I ACKNOWLEDGE THAT THE COMMON SHARES OF MFC ARE NOT GUARANTEED BY
THE ASSOCIATION, MFC OR THE FEDERAL GOVERNMENT.
IF ANYONE ASSERTS THAT THE COMMON SHARES ARE FEDERALLY INSURED OR
GUARANTEED, OR ARE AS SAFE AS AN INSURED DEPOSIT, I SHOULD CALL THE
OFFICE OF THRIFT SUPERVISION, CENTRAL REGIONAL DIRECTOR, RONALD N.
KARR, AT (312)917-5000.
I further certify that, before purchasing the common shares of
MFC. I received a Prospectus DATED xxx xx,1996, which discloses the
nature of the common shares being offered thereby and describes the
following risks involved in an investment in the common shares under
the heading "Risk Factors" on pages ___ through ___ in the Prospectus.
1. Low Return on Equity
2. Interest Rate Risk and Historic Earnings.
3. Legislation and Regulation Which May Adversely Affect the
Association's Earnings
4. Possible Dilutive Effect of Stock Option Plan and RRP on Net Income
and Shareholders' Equity
5. Absence of Market for Common Shares
6. Controlling Influence of Management and Anti-Takeover Provisions
Which May Discourage Sales of Common Shares For Premium Prices
7. Possible Tax Liability Related to Subscription Rights.
8. Risk of Delayed Offering.
For a more detailed description of the risks involved in the offering,
see "RISK FACTORS" in the Prospectus dated xxx xx, 1996.
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Signature Title (if applicable) Date
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Signature Title (if applicable) Date