1
EXHIBIT 99.3
[St. Paul Bancorp Logo]
Special Meeting of Shareholders
Thursday, September 30, 1999, at 10:00 a.m.
Hyatt Regency Oak Brook
Essex Ballroom, Lower Level
1909 Spring Road, Oak Brook, Illinois
- --------------------------------------------------------------------------------
REVOCABLE PROXY ST. PAUL BANCORP, INC. REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of St. Paul Bancorp, Inc. hereby appoints
Joseph C. Scully and Patrick J. Agnew, or either of them, with full power of
substitution in each, as proxies to cast all votes which the undersigned
shareholder is entitled to cast at the special meeting of shareholders to be
held at 10:00 a.m. on September 30, 1999, at the Hyatt Regency Oak Brook, 1909
Spring Road, Oak Brook, Illinois, and at any adjournments and postponements
thereof, upon the matters set forth on the reverse side hereof. The undersigned
shareholder hereby revokes any proxy or proxies heretofore given.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER.
UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ADOPTION OF THE
MERGER AGREEMENT AND IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD OF DIRECTORS AS TO ANY OTHER MATTERS. THE UNDERSIGNED SHAREHOLDER MAY
REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERING TO THE SECRETARY
OF ST. PAUL BANCORP, INC. EITHER A WRITTEN REVOCATION OF THE PROXY OR A DULY
EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE SPECIAL MEETING AND
VOTING IN PERSON. THE UNDERSIGNED SHAREHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE
NOTICE OF SPECIAL MEETING AND A JOINT PROXY STATEMENT/PROSPECTUS FOR THE
MEETING.
SEE REVERSE SIDE (CONTINUED AND TO BE MARKED, SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE
2
[St. Paul Bancorp Logo]
THIS IS YOUR PROXY
You can be sure your shares are represented at the
meeting by returning your proxy in the enclosed envelope
as soon as possible.
YOUR VOTE IS IMPORTANT
- --------------------------------------------------------------------------------
[X] PLEASE MARK
VOTE AS IN
THIS EXAMPLE.
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND MAIL ALL CARDS.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL
- --------------------------------------------------------------------------------
1. Adoption of the Agreement and Plan of Merger, dated as of May 17, 1999,
by and between Charter One Financial, Inc., Charter Michigan Bancorp,
Inc. and St. Paul Bancorp, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE SPECIAL MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF ST. PAUL BANCORP, INC.'S
BOARD OF DIRECTORS.
PLEASE SIGN AND DATE EXACTLY AS NAME APPEARS HEREIN. EACH EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ATTORNEY-IN-FACT AND OTHER FIDUCIARY SHOULD
SIGN AND INDICATE HIS OR HER FULL TITLE. WHEN STOCK HAS BEEN ISSUED IN THE NAME
OF TWO OR MORE PERSONS, ALL SHOULD SIGN.
SIGNATURE:_______________ DATE:________ SIGNATURE:_____________ DATE: ________
3
[St. Paul Bancorp Logo]
Special Meeting of Shareholders
Thursday, September 30, 1999, at 10:00 a.m.
Hyatt Regency Oak Brook
Essex Ballroom, Lower Level
1909 Spring Road, Oak Brook, Illinois
- --------------------------------------------------------------------------------
ST. PAUL BANCORP, INC.
VOTING AUTHORIZATION TO THE TRUSTEES OF THE PLANS SPECIFIED BELOW
The trustees of the St. Paul Federal Bank For Savings Employee Stock
Ownership Plan and Trust (the "ESOP") and the St. Paul Federal Bank For Savings
Profit Sharing & Savings Plan (the "Savings Plan"), respectively, are hereby
authorized to represent and vote as designated on the reverse side of this card
the shares of St. Paul common stock the undersigned held under the ESOP and the
Savings Plan, at the special meeting of shareholders to be held at 10:00 a.m. on
September 30, 1999, at the Hyatt Regency Oak Brook, 1909 Spring Road, Oak Brook,
Illinois, and at any adjournments and postponements thereof.
IF A VOTE IS NOT SPECIFIED ON THE REVERSE SIDE, THE TRUSTEE WILL NOT
VOTE THE SHARES OF ST. PAUL COMMON STOCK THE UNDERSIGNED HELD UNDER THE ESOP OR
THE SAVINGS PLAN. YOU MUST MARK YOUR CARD FOR YOUR VOTE TO COUNT.
SEE REVERSE SIDE (CONTINUED AND TO BE MARKED, SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE
4
[St. Paul Bancorp Logo]
THIS IS YOUR PROXY
You can be sure your shares are represented at the
meeting by returning your proxy in the enclosed envelope
as soon as possible.
YOUR VOTE IS IMPORTANT
- --------------------------------------------------------------------------------
[X] PLEASE MARK
VOTE AS IN
THIS EXAMPLE.
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND MAIL ALL CARDS.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL
- --------------------------------------------------------------------------------
1. Adoption of the Agreement and Plan of Merger, dated as of May 17, 1999,
by and between Charter One Financial, Inc., Charter Michigan Bancorp,
Inc. and St. Paul Bancorp, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
EACH TRUSTEE IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE SPECIAL MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF ST. PAUL BANCORP, INC.'S
BOARD OF DIRECTORS.
PLEASE SIGN AND DATE EXACTLY AS NAME APPEARS HEREIN. EACH EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ATTORNEY-IN-FACT AND OTHER FIDUCIARY SHOULD
SIGN AND INDICATE HIS OR HER FULL TITLE.
SIGNATURE:_______________ DATE:________ SIGNATURE:______________ DATE: ________