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Exhibit 99.5
[BENJAMIN FRANKLIN BANCORP LOGO]
SINCE 1871
[BENJAMIN FRANKLIN BANCORP LOGO] FOR INTERNAL USE ONLY
SINCE 1871
REC'D #___ BATCH #______ ORDER #_____ CATEGORY#______
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Stock Information Center O_________________________ C__________________________
58 Main Street, Franklin, MA 02038 ------------------------------------------------------
ORDER DEADLINE & DELIVERY: Stock Order Forms,
QUESTIONS? properly completed and with full payment, must be
received (not postmarked) by 10:00 a.m.,
Call us toll free at (800) 290-0793 Massachusetts Time, on _____ ___, 2005. Stock Order
9:30 a.m. to 4:00 p.m., Forms can be delivered by using the enclosed order
Monday through Friday reply envelope, or by hand or overnight delivery to
the Stock Information Center. You may NOT deliver
this form to Benjamin Franklin Bank branch offices.
Please read important instructions on the reverse
side as you complete this form. Faxes or copies of
this form are not required to be accepted. Each Stock
Order Form will generate one stock certificate
(subject to stock allocation provisions described in
the Prospectus).
PLEASE COMPLETE ALL APPLICABLE SHADED AREAS
(1) NUMBER OF SHARES PRICE PER SHARE (2) TOTAL PAYMENT DUE
(25 SHARE MINIMUM)
X $10.00 = $ .00
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(3) METHOD OF PAYMENT -- CHECK OR MONEY ORDER
Enclosed is a check or money order made $ .00
payable to BENJAMIN FRANKLIN BANCORP, INC., ---------------------
in the amount of:
No cash or wire transfers will be accepted.
Checks will be cashed upon receipt. Benjamin
Franklin Bank line of credit checks may not
be remitted as payment with this form.
(4) METHOD OF PAYMENT -- WITHDRAWAL
The undersigned authorizes withdrawal from the Benjamin Franklin Bank deposit
account(s) listed below. There will be no early withdrawal penalty applicable
for funds authorized on this form. Funds designated for withdrawal must be in
the account(s) listed at the time this stock order form is received. BENJAMIN
FRANKLIN BANK REGULAR CHECKING, MONEY MARKET CHECKING, NOW ACCOUNTS AND IRA
ACCOUNTS MAY NOT BE LISTED FOR DIRECT WITHDRAWAL BELOW.
For Internal Use Only Account Number(s) Withdrawal Amount(s)
- --------------------------------------------------------------------------
$ .00
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$ .00
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$ .00
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Total Withdrawal Amount $ .00
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(5) PURCHASER INFORMATION
Check the one box that applies, as of the earliest date, to the purchaser(s)
listed in Section 7 below.
a. [ ] Purchaser(s) listed below had a minimum of $50 on deposit at Benjamin
Franklin Bank on May 31, 2003.
b. [ ] Box (a) above does not apply, however the purchaser(s) listed below
had a minimum of $50 on deposit at Benjamin Franklin Bank on
December 31, 2004.
c. [ ] Purchaser(s) listed below are Benjamin Franklin Bank's officers,
directors, trustees or employees who do not have a higher priority.
d. [ ] None of the above apply but the purchaser(s) listed below resides in
the communities described in the Prospectus, p. ______.
e. [ ] None of the above apply to the purchaser(s) listed below. This order is
placed in a Community Offering.
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If you checked boxes (a) or (b), please provide the following information as of
the eligibility date under which purchaser(s) listed in Section 7 below qualify
in the subscription offering:
Deposit Account Title (Names on Accounts) Account Number(s)
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please attach a separate page if additional space is required. Not listing all
eligible deposit accounts, or providing incorrect or incomplete information,
could result in the loss of all or part of any share allocation.
(6) MANAGEMENT, EMPLOYEES, CORPORATORS
(a) MANAGEMENT AND EMPLOYEES (Check the box, if applicable)
[ ] Check if you are a Benjamin Franklin Bank director, officer or employee or
a member of their immediate family as defined on the reverse side of this
form.
(b) CORPORATORS (Check the box, if applicable)
[ ] Check here if you are a Benjamin Franklin corporator of an associate of a
corporator.
(7) STOCK REGISTRATION Please PRINT clearly and provide all information
requested. Read reverse side of this form carefully for important registration
information. Use full first and last name(s), not initials. If purchasing in the
Subscription Offering (i.e., you checked box (a), (b) or (c) in Section 5 of
this form), you may not add the names of persons/entities who qualify in a lower
purchase priority than yours.
- ------------------------------------------- -----------------------------------
First Name, Middle Initial, Last Name Social Security No./Tax ID No.
(to be used for reporting purposes)
- ------------------------------------------- -----------------------------------
First Name, Middle Initial, Last Name Social Security No./Tax ID No.
- ------------------------------------------- -----------------------------------
Street Daytime Phone Number
- --------------------- ---------- ------- -----------------------------------
City State Zip Evening Phone Number
(8) FORM OF STOCK OWNERSHIP
[ ] Individual [ ] Joint [ ] Tenants in Common [ ] Uniform Transfer to
Minors Act
[ ] Corporation [ ] Partnership [ ] Other_____________________________________
FOR SELF-DIRECTED IRAs ONLY (see order form instructions on reverse side)
[ ] IRA SSN of Beneficial Owner: - -
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(9) ACKNOWLEDGMENT AND SIGNATURE Please read the following acknowledgment
carefully.
I agree that after receipt by Benjamin Franklin Bancorp, this Stock Order Form
may not be modified or withdrawn without Benjamin Franklin Bancorp's consent,
and that if withdrawal from a deposit account has been authorized above, the
amount will not otherwise be available for withdrawal. Under penalty of perjury,
I certify that (1) the Social Security or Tax ID information and all other
information provided hereon are true, correct and complete, (2) I AM PURCHASING
SOLELY FOR MY OWN ACCOUNT, AND THERE IS NO AGREEMENT OR UNDERSTANDING REGARDING
THE SALE OR TRANSFER OF THE SHARES, OR MY RIGHT TO SUBSCRIBE FOR SHARES and (3)
I am not subject to backup withholding tax. [Cross out (3) if you have been
notified by the IRS that you are subject to backup withholding.] I ACKNOWLEDGE
THAT THE SHARES OF COMMON STOCK ARE NOT A DEPOSIT OR ACCOUNT AND ARE NOT
FEDERALLY INSURED, AND ARE NOT GUARANTEED BY BENJAMIN FRANKLIN BANCORP OR BY THE
FEDERAL GOVERNMENT. I further certify that, before purchasing the common stock
of Benjamin Franklin Bancorp, I received the Prospectus dated ____ __, ____. The
Prospectus that I received contains disclosure concerning the nature of the
common stock being offered and describes the risks involved in the investment,
beginning on page ___, in the section entitled "Risk Factors". By subscribing
for or purchasing shares of Benjamin Franklin Bancorp I hereby approve and
consent to the consummation of the Chart Bank merger, as described in the
enclosed Prospectus.
SUBSCRIPTION RIGHTS PERTAIN TO THOSE ELIGIBLE TO SUBSCRIBE IN THE SUBSCRIPTION
OFFERING. FEDERAL AND STATE REGULATIONS PROHIBIT ANY PERSON FROM TRANSFERRING,
OR ENTERING INTO AN AGREEMENT, DIRECTLY OR INDIRECTLY, TO TRANSFER THE LEGAL OR
BENEFICIAL OWNERSHIP OF SUBSCRIPTION RIGHTS OR THE UNDERLYING SECURITIES TO THE
ACCOUNT OF ANOTHER. BENJAMIN FRANKLIN 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 TO INVOLVE SUCH TRANSFER.
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ORDER NOT VALID UNLESS SIGNED
ONE SIGNATURE REQUIRED, UNLESS SECTION (4) OF THIS FORM INCLUDES ACCOUNTS
REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL IF SIGNING AS A
CUSTODIAN, CORPORATE OFFICER, ETC. PLEASE INCLUDE YOUR FULL TITLE.
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Signature (title, if applicable) (Date) Signature (title, if applicable) (Date)
QUESTIONS? See the reverse side of this form, or call our Stock Information
Center toll free at (800) 290-0793, Monday through Friday from 9:30 a.m. to
4:00 p.m., Massachusetts time.
BENJAMIN FRANKLIN BANCORP, INC.
STOCK ORDER FORM INSTRUCTIONS
SECTIONS (1) AND (2)-- NUMBER OF SHARES AND TOTAL PAYMENT DUE. Fill in the
number of shares that you wish to subscribe for and the Total Payment Due.
Calculate the Total Payment Due by multiplying the number of shares by the
$10.00 price per share. The minimum purchase is 25 shares. In the Subscription
Offering and in the Community Offering, the maximum purchase is 15,000 shares
($150,000). The maximum limit applies to any individual/individuals exercising
subscription rights through a single qualifying deposit account held jointly.
Further, no person, either alone or together with associates of or persons
acting in concert with such person, may purchase in the aggregate more than
25,000 shares ($250,000) of common stock, in all categories of the stock
offering combined. Please see the prospectus section entitled "The Conversion
and the Offering -- Limitations on Common Stock Purchases" for more specific
information. By signing this form, you are certifying that your order does not
conflict with these purchase limitations.
SECTION (3) -- PAYMENT BY CHECK OR MONEY ORDER. Payment may be made by check,
bank check or money order payable directly to Benjamin Franklin Bancorp, Inc.
These will be cashed upon receipt. Indicate the amount remitted. Interest will
be paid at our regular passbook savings rate until the offering is completed.
You may not remit a Benjamin Franklin Bank line of credit check or a third party
check that is endorsed and made payable to Benjamin Franklin Bancorp, Inc. Wire
transfers will not be accepted.
SECTION (4) -- PAYMENT BY ACCOUNT WITHDRAWAL. Payment may be made by authorizing
withdrawal from Benjamin Franklin Bank deposit accounts. Indicate the Benjamin
Franklin Bank account number(s) and the amount(s) you want withdrawn. Funds
designated for withdrawal must be available within the account(s) at the time
this stock order form is received. Funds will not be withdrawn prior to
completion of the offering period, but upon receipt of your order, a hold will
be placed on the dollar amount(s) designated on this form, making the amount(s)
unavailable to you. You will continue to earn interest within the account(s) at
the contractual rate. Note that you may not designate Benjamin Franklin Bank
regular checking, money market checking, NOW accounts and IRA accounts for
direct withdrawal on this form. For IRA guidance, please contact the Stock
Information Center -- preferably at least two weeks before the ___________, 2005
offering deadline.
SECTION (5) -- PURCHASER INFORMATION. Please check the one box that applies to
the purchaser(s) listed in Section 7 of this form. Purchase priorities are based
on eligibility dates. If you checked box (a) or (b), list all deposit account
numbers that the purchaser(s) may have had ownership in as of the applicable
eligibility date. Include all forms of account ownership (individual, joint,
IRA, etc.) If purchasing shares for a minor, list only the minor's eligible
accounts. If purchasing shares for a corporation or partnership, list only those
entities' eligible accounts. Attach a separate page, if necessary. FAILURE TO
COMPLETE THIS SECTION, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD
RESULT IN A LOSS OF PART OR ALL OF YOUR SHARE ALLOCATION IN THE EVENT OF AN
OVERSUBSCRIPTION. Boxes (a), (b) and (c) apply to orders placed in the
SUBSCRIPTION OFFERING. Box (c) applies to officers, directors, trustees and
employees of Benjamin Franklin Bank who do not qualify in categories (a) or (b).
Boxes (d) and (e) apply to a COMMUNITY OFFERING, if held. Orders placed in the
Subscription Offering will take preference over orders placed in a Community
Offering. See "The Conversion and the Stock Offering" section of the Prospectus
for further details about the Subscription Offering and Community Offering, and
the method for allocating shares in the event of an oversubscription.
SECTION (6) -- MANAGEMENT, EMPLOYEES AND CORPORATORS. Check the box(es), if
applicable. Immediate family includes spouse, parents, siblings and children who
live in the same house as the director, officer or employee. The term
"associate" is defined on p.___ of the Prospectus.
SECTION (7) -- STOCK REGISTRATION. Clearly PRINT the name(s) in which you want
the shares registered and the mailing address for all correspondence related to
this order, including a stock certificate. Each Stock Order Form will generate
one stock certificate, subject to the stock allocation provisions described in
the Prospectus. IMPORTANT: If you checked boxes (a), (b) or (c) in Section 5 of
this form, you may not add the names of persons/entities who qualify in a lower
purchase priority than yours. A Social Security or Tax ID Number must be
provided. The first number listed will be identified with the stock certificate
for tax reporting purposes. Listing at least one phone number is important, in
the event we need to contact you about this form. NOTE FOR NASD MEMBERS: If you
are a member of the NASD ("National Association of Securities Dealers"), or a
person affiliated or associated with an NASD member, you may have additional
reporting requirements. Please report this subscription in writing to the
applicable NASD member within one day of payment thereof.
SECTION (8) -- FORM OF STOCK OWNERSHIP. For reasons of clarity and
standardization, the stock transfer industry has developed uniform stockholder
registrations for issuance of stock certificates. Beneficiaries may not be named
on stock registration. If you have any questions on wills, estates,
beneficiaries, etc., please consult your legal advisor. When registering stock,
do not use two initials -- use full first name, middle initial, and last name.
Omit words that do not affect ownership such as "Dr.", "Mrs.", etc. Check the
one box that applies.
Buying Stock Individually -- Used when shares are registered in the
name of only one owner. To qualify in the Subscription Offering, the
purchaser named in Section 7 of this form must have had an eligible
account at Benjamin Franklin Bank on either May 31, 2003, or December
31, 2004.
Buying Stock Jointly:
Joint Tenants -- Joint Tenancy (with Right of Survivorship) may be
specified to identify two or more owners where ownership is intended to
pass automatically to the surviving tenant(s). All owners must agree to
the transfer or sale of shares. To qualify in the Subscription
Offering, all purchasers named in Section 7 of this form must have had
an eligible account at Benjamin Franklin Bank on the same eligibility
date (either May 31, 2003 or December 31, 2004.)
Tenants in Common -- May be specified to identify two or more owners
where, 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 owners must agree to the transfer or sale of shares. To
qualify in the Subscription Offering, all purchasers named in Section 7
of this form must have had an eligible account at Benjamin Franklin
Bank on the same eligibility date (either May 31, 2003, or December 31,
2004.)
Buying Stock for a Minor -- Shares may be held in the name of a
custodian for a minor under the Uniform Transfer to Minors Act. To
qualify in the Subscription Offering, the minor (not the custodian)
named in Section 7 of this form must have had an eligible account at
Benjamin Franklin Bank on either May 31, 2003 or December 31, 2004. The
standard abbreviation for Custodian is CUST, while the Uniform Transfer
to Minors Act is UTMA, followed by the state abbreviations. For
example, stock held by John Smith as custodian for Susan Smith under
the Massachusetts Uniform Transfer to Minors Act, should be registered
as John Smith, CUST Susan Smith UTMAMA (list only the minor's social
security number).
Buying Stock for a Corporation/Partnership -- On the first name line,
indicate the name of the corporation or partnership and indicate that
entity's Tax ID Number for reporting purposes. To qualify in the
Subscription Offering, the corporation or partnership listed in Section
7 of this form must have had an eligible account at Benjamin Franklin
Bank on either May 31, 2003 or December 31, 2004.
Buying Stock in a Trust/Fiduciary Capacity -- Indicate the name of the
fiduciary and the capacity under which they are acting (for example,
"Executor"), or the name of the trust, the trustees, and the date of
the trust. Indicate the Tax ID Number to be used for reporting
purposes. To qualify in the Subscription Offering, the entity listed in
Section 7 of this form must have had an eligible account at Benjamin
Franklin Bank on either May 31, 2003 or December 31, 2004.
Buying Stock in a Self-Directed IRA [for broker use only] --
Registration should reflect the custodian or trustee firm's
registration requirements. For example, on the first name line indicate
the name of the brokerage firm, followed by CUST or TRUSTEE. On the
second name line, indicate the name of the beneficial owner (for
example, "FBO JOHN SMITH IRA"). You can indicate an account number or
other identifying information, and the firm's address and department to
which all correspondence should be mailed, including a stock
certificate. Indicate the Tax ID Number under which the firm's IRAs are
reported.
SECTION (9) -- ACKNOWLEDGMENT AND SIGNATURE. Sign and date this form where
indicated. Before you sign, please carefully review the information you provided
and read the acknowledgment. Only one signature is required, unless any account
listed in Section 4 of this form requires more than one signature to authorize a
withdrawal. Deliver your completed Stock Order Form, with full payment (or
withdrawal authorization), so that it is received (not postmarked) at the Stock
Information Center by 10:00 a.m. Massachusetts Time, on ________,____ 2005.
Please review the Prospectus carefully before making an investment decision. We
are not required to accept Stock Order Forms that are found to be deficient or
incorrect, or that do not include proper payment and required signatures.
A POSTAGE-PAID REPLY ENVELOPE IS INCLUDED. IF SENDING VIA OVERNIGHT DELIVERY, OR
FOR HAND-DELIVERY:
Benjamin Franklin Bank, Attn: Stock Information Center, 58 Main Street,
Franklin, MA 02038
QUESTIONS? Call our Stock Information Center toll free at (800) 290-0793, Monday
through Friday from 9:30 a.m. to 4:00 p.m., Massachusetts Time.