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APPENDIX A-2
BANK MUTUAL CORPORATION
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STOCK ORDER FORM
NOTE: PLEASE READ THIS STOCK ORDER FORM AND INSTRUCTIONS ON THE BACK OF THIS FORM BEFORE COMPLETION
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DEADLINE 12:00 NOON, CENTRAL TIME , 2000 - WE ARE NOT REQUIRED TO ACCEPT COPIES OF THIS FORM
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The Subscription and Community Offering ends at 12:00 Noon, Central time, on , 2000. 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 any office of
Mutual Savings Bank by this deadline, or it will be considered void.
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NUMBER OF SHARES OFFICE USE ONLY
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(1) Number of Shares Price Per Share (2) Total Amount Due
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DATE REC'D. SEQ. # ORDER #
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(minimum 25)
WITHDRAWN HOLD PLACED
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The minimum number of shares that may be subscribed for is 25 and the PRIORITY
maximum is shares. (See Prospectus for further details)
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METHOD OF PAYMENT PURCHASER INFORMATION
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(5) | | Check here if you are an Eligible
Account Holder with a deposit account
of $50.00 or more on February 3, 1999
(3) Enclosed is a check, bank draft or money | | Check here if you are a Supplemental
order payable to Mutual Savings Bank for $ Eligible Account Holder with a deposit
(or cash if presented in person. account of $50.00 or more on , 2000
(4) I authorize Mutual Savings Bank to make the | | Check here if you are a Supplemental
withdrawals from List Account(s) Below my Eligible Account Holder with a deposit
account(s) shown below, and understand that account of $50.00 or more on , 2000
the amounts will not otherwise be available
for withdrawal:
| | Check here if you are an Order Memeber depositor
on List Account(s) Below
| | Check here if you are a director, officer or
employee of Mutual Savings Bank or Bank Mutual
Corporation
ACCOUNT NUMBER(S) AMOUNT(S) ACCOUNT TITLE(NAMES ON ACCOUNTS) ACCOUNT NUMBER
$ 1.
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$
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$
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$ 2.
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$
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TOTAL WITHDRAWAL $
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There is no penalty for early withdrawals used for this payment. If additional space is needed, please use by back of this form.
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Stock Registration
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(6) Form of stock ownership
Individual Tenants in Common Uniform Transfer to Minors Corporation Fiduciary/Trust (Under Agreement
Joint Tenants Individual Retirement Account Uniform Gift to Minors Partnership Dated )
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Other)
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PRINT CLEARLY (Please Specify)
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Social Security or
(7) Name(1) Tax ID Number
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Name(2) 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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NASD AFFILIATES (This section only applies to those individuals who meet the delineated criteria).
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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 or any such person to whose support such person contributes, directly or indirectly, or
the holder of an account in which an NASD member or person associated with an 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 3
months following the issuance, and (ii) to report this subscription in writing to the applicable NASD member within one day of the
payment therefor.
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ACKNOWLEDGMENT
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By signing below, I acknowledge receipt of the Prospectus dated ( ) at least 48 hours prior to the delivery of this Stock Order
Form to Mutual and acknowledge the provisions therein. I understand that I may not change or revoke my order once it is received
by Mutual Savings Bank. I also certify that this stock order is for my account only and there is no agreement or understanding
regarding my further sale or transfer of these shares. Under penalties of perjury, I certify that the Social Security or Tax ID
number given above is correct and I am not subject to backup withholding tax. Federal Regulations prohibit any persons form
transferring, or entering into any agreement directly or indirectly to transfer, the legal or beneficial ownership of conversion
subscription rights or the underlying securities to the account of another person. Mutual Savings Bank 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. I acknowledge that the common stock offered is not a savings or deposit account and is not
federally insured or guaranteed. It is understood that this Stock Order Form will be accepted with, and subject to, the terms and
conditions of the Stock Issuance Plan of Mutual Savings Bank
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SIGNATURE (PLEASE SIGN IN BOX(ES) BELOW RIGHT)
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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. Authorized Signature Title (if applicable) Date
YOUR ORDER WILL BE FILLED IN ACCORDANCE WITH THE PROVISIONS OF THE
SUBSCRIPTION AND COMMUNITY OFFERING PROSPECTUS. Authorized Signature Title (if applicable) Date
THIS ORDER IS NOT VALID IF NOT SIGNED | | I/We are customers (per section 5) of Mutual
- - ------------------------------------- Savings Bank
| | I/We are not customers of Mutual Savings Bank
YOU MUST MARK A BOX
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER CORPORATION, FUND, OR GOVERNMENT AGENCY.
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Mutual Savings Bank
P.O. Box 23988
Milwaukee, WI 53223
(414) 354-1500
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FOR WALK-IN CUSTOMERS:
YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
FORM OF CERTIFICATION
I/WE ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED, AND IS NOT GUARANTEED BY MUTUAL SAVINGS BANK OR BY THE
FEDERAL GOVERNMENT.
IF ANYONE ASSERTS THAT THIS SECURITY IS FEDERALLY INSURED OR GUARANTEED, OR IS
AS SAFE AS AN INSURED DEPOSIT, YOU SHOULD CALL THE OFFICE OF THRIFT SUPERVISION,
CENTRAL REGIONAL DIRECTOR, 200 WEST MADISON STREET, SUITE 1300, CHICAGO,
ILLINOIS AT (312) 917-5000.
I/We further certify that, before purchasing the common stock, par value $0.01
per share, of Bank Mutual Corporation, I/we received a Prospectus dated
, 2000 (the "Prospectus").
The Prospectus that I/we received contains disclosure concerning the nature of
the security being offered and describes the risks involved in the investment,
including but not limited to:
1. Control of Mutual Savings Bank by the MHC, the SHC and its Members and
Board of Directors
2. Effect of Interest Rates
3. Potential Illiquidity of Market and Limited Historical Trading Experience
for Common Stock
4. Return on Equity After the Reorganization
5. Declining Earnings in Recent Years
6. Risks Related to Multi-Family Lending
7. Risks Related to Commercial Real Estate Lending
8. Adequacy of Mutual's Allowance for Loan Losses
9. Potential for Future Cash Dividends
10. No Assurance of Future Cash Dividends
11. Waiver of Dividends by the MHC
12. Potential Dilution to Minority Stockholders Resulting from Conversion of
the MHC from Mutual to Stock Form
13. Certain Tax Consequences of the Reorganization
14. Possible Delays in Consummation of the Restructuring and the Offering
15. Competition
16. Possible Dilutive Effect of Grants under Employee Benefit Plans
17. Government Regulation and Monetary Policy
18. No Recommendations by Financial Advisor
Signature Date Signature Date
Name (Please Print) Name (Please Print)
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BANK MUTUAL CORPORATION
STOCK ORDER FORM
INSTRUCTIONS
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Stock Ownership Guide
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The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of Bank Mutual Corporation common
stock. 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.
INDIVIDUAL
The stock is to be registered in an individual's name only. You may not list
beneficiaries for this ownership.
TENANTS IN COMMON
Tenants in common also identifies two or more owners. When stock is held by
tenants in common, upon the death of one cotenant, ownership of the stock 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 transactions.
UNIFORM GIFT TO MINORS/UNIFORM TRANSFER TO MINORS
Stock may be held either in the name of a custodian for the benefit of a minor
under the Uniform Transfer to Minors Act or Uniform Gift to Minors Act of the
individual states. For either 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 ID. To have depositor rights, the
Corporation/Partnership must have an account in the legal name. Please contact
the Stock Conversion Center to verify depositor rights and purchase imitations.
FIDUCIARY/TRUST
Generally, fiduciary relationships (such as Trusts, Guardianships, etc.) are
established under a form of trust agreement or 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 corporate 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
, 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 class of the
document governing the relationship. The date of the document need not be
provided for a trust create 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 06/09/1995.
You may mail your completed Stock Order Form in the envelope that has been
provided or you may deliver your Stock Order Form to any offices of Mutual,
except that Stock Order Forms accompanied by cash must be delivered to one of
Mutual's offices. Your Stock Order, properly competed, and payment in full (or
withdrawal authorization) at the subscription price must be received by Mutual
no later than 12:00 noon Central time on , 2000 or it will become void.
If you have any remaining questions or if you would like assurance in completing
your Stock Order Form, you may call the Conversion Center.
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Item Instructions
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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 number of shares which may
be purchased is 25 shares. Please review the Prospectus for complete details on
purchase limitations.
Mutual Savings Bank has reserved the right to reject the subscription or any
order received in the 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 Mutual Savings Bank. DO NOT
MAIL CASH. If you choose to make a cash payment, take your Stock Order Form, and
payment in person to any office of Mutual Savings Bank. Your funds will earn
interest at pass book rate until the Conversion is completed.
ITEM 4
To pay by withdrawal from a savings account or certificate at Mutual Savings
Bank, 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, 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. 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
Please check the appropriate box to indicate whether you are (a) a depositor
with $50.00 or more on deposit as of January 31, 1999 ("Eligible Account
Holder"), (b) a depositor with $50.00 or more on deposit as of June 30,
2000 ("Supplemental Eligible Account Holder"), (c) a depositor as of ,
("Other Member").
If you were any such depositor, you must list all names on the account(s) and
all account numbers of the account(s) you had at these dates. NOTE: THIS SECTION
IS IMPORTANT. BECAUSE QUALIFYING DEPOSITS ARE UTILIZED IN ALLOCATING SHARES, YOU
MUST LIST ALL ACCOUNTS YOU OWN AT MUTUAL SAVINGS BANK ON THE STOCK ORDER FORM.
FAILURE TO DO SO COULD RESULT IN YOUR NOT RECEIVING ALL OF THE SHARES YOU MAY
OTHERWISE BE ENTITLED TO IN THE EVENT OF AN OVERSUBSCRIPTION.
ITEM 5 - CONTINUED
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Continue listing from front, if necessary, accounts you had as an Eligible
Account Holder, Supplemental Eligible Account Holder or Other Member ACCOUNT
TITLE (Names on Accounts) ACCOUNT NUMBER
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3.
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4.
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5.
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ITEMS 6 AND 7.
Print the name(s) in which you want the stock registered and the mailing address
for the registration. To preserve your priority eligibility you cannot add names
of persons whose names do not appear on your account at Mutual Savings Bank. The
stock must be registered in the name(s) of the owner(s) of the account. A joint
tenant account allows all owners of the account to order stock in their
individual names or jointly with other owners of the account. However, all their
purchases (using this account for eligibility) will be aggregated to ensure
maximum purchase compliance.
Enter the Social Security Number or Tax ID Number of one registered owner. Only
one member is required.
Check the box that shows how you want the legal ownership of the stock to
appear. If necessary, mark "Other" and enter the correct ownership, such as
corporation, trust or estate. To purchase stock for a trust, include the date of
the trust agreement and the title of the trust.
