<PAGE> 1
EXHIBIT 99.2
FORM OF PROXY
BINGHAM FINANCIAL SERVICES CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
_______________, 2000
[TIME]
[PLACE]
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BINGHAM FINANCIAL SERVICES CORPORATION)
The undersigned stockholder of Bingham Financial Services Corporation hereby
appoints Ronald A. Klein and Gary A. Shiffman, and each of them, with full
power of substitution, proxies to vote the shares of stock which the undersigned
could vote if personally present at the Annual Meeting of Stockholders of
Bingham Financial Services Corporation upon all subjects that may properly come
before the meeting. The Board of Directors knows of no other matters that may
properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ITEMS 1, 2 AND 3, AND FOR EACH OF THE NOMINEES.
(1) APPROVAL OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS
OF MAY 16, 2000, BY AND BETWEEN BINGHAM AND FRANKLIN BANK, N.A. AND THE
TRANSACTIONS IT CONTEMPLATES, INCLUDING:
(A) THE ISSUANCE OF SHARES OF BINGHAM COMMON STOCK TO FRANKLIN
STOCKHOLDERS IN THE MERGER, THE CONVERSION OF FRANKLIN STOCK
OPTIONS INTO BINGHAM STOCK OPTIONS AND THE ASSUMPTION OF THE
FRANKLIN STOCK OPTION PLANS;
AND
(B) THE RECONFIGURATION OF BINGHAM'S BOARD OF DIRECTORS
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) APPROVAL OF AN AMENDMENT TO BINGHAM'S 1997 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK THAT CAN BE ISSUED UNDER THE PLAN FROM
10% OF THE TOTAL NUMBER OF ISSUED AND OUTSTANDING SHARES OF BINGHAM COMMON
STOCK TO THE GREATER OF 415,000 SHARES OF BINGHAM COMMON STOCK OR 10% OF
THE TOTAL NUMBER OF ISSUED AND OUTSTANDING SHARES OF BINGHAM COMMON STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) APPROVAL OF AN AMENDMENT TO BINGHAM'S RESTATED ARTICLES OF
<PAGE> 2
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10,000,000 TO 50,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) ELECTION OF DIRECTORS
(Mark ONE box only)
[ ] FOR all nominees
[ ] FOR all nominees except ______________________________________
Nominees:
1. Gary A. Shiffman
2. Daniel E. Bober
3. Robert H. Orley
Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign full
corporate name by an authorized officer. If the stockholder is a partnership,
please sign full partnership name by an authorized person.
Receipt of the joint proxy statement/prospectus dated ______________, 2000 is
hereby acknowledged.
Dated: , 2000
----------
--------------------------------
Name(s) of Stockholder
--------------------------------
Signature(s) of Stockholder
<PAGE> 3
--------------------------------------------------------------------------------
Please detach proxy at perforation before mailing.
IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
--------------------------------------------------------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy in the
Touch-Tone phone cast your vote POSTAGE-PAID envelope
provided.
1-800- http://www.
--------------------------------------------------------------------------------
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone or internet vote must be received by 5:00 p.m. eastern daylight
time on to be counted in the final tabulation.
YOUR CONTROL NUMBER IS [ ]
VOTE BY TELEPHONE
Have your proxy card available when you call the Toll-Free number 1-800-
using a Touch-Tone phone. You will be prompted to enter your control number
and then you can follow the simple prompts that will be presented to you to
record your vote.
VOTE BY INTERNET
Have your proxy card available when you access the website http://www. .
You will be prompted to enter your control number and then you can follow the
simple prompts that will be presented to you to record your vote.
VOTE BY MAIL
Please mark, sign and date your proxy card and return it in the postage paid
envelope provided or return it to:
TO CHANGE YOUR VOTE
Any subsequent vote by any means will change your prior vote. For example, if
you voted by telephone, a subsequent internet vote will change your vote. The
last vote received before 5:00 p.m. eastern standard time, will be the
one counted. You may also revoke your proxy by voting in person at the annual
meeting.
