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EXHIBIT 99.2
GSB PROXY CARD
PROXY
GSB FINANCIAL CORPORATION
SPECIAL MEETING OF STOCKHOLDERS -- [ ], 2001
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GSB FINANCIAL CORPORATION
The undersigned hereby constitutes and appoints [ ], and each of
them, as attorneys and proxies of the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to appear
at the Special Meeting of Stockholders of GSB Financial Corporation to be held
on the [ ] day of [ ], 2001, and at any postponement or adjournment
thereof, and to vote all of the shares of the GSB Financial Corporation which
the undersigned is entitled to vote, with all the powers and authority the
undersigned would possess if personally present.
BOTH PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR,
IF ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS
CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS
TO CERTAIN MATTERS DESCRIBED IN THE GSB FINANCIAL CORPORATION PROXY STATEMENT.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS TO THE CONTRARY ARE
INDICATED, THE PROXY AGENTS INTEND TO VOTE FOR APPROVAL OF THE PROPOSAL.
Please mark your votes as indicated in this example [ ]
(continued and to be signed on reverse side)
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PROPOSAL: To consider and vote upon a proposal to approve the Agreement and Plan
of Reorganization dated as of August 16, 2000. That merger agreement provides
that GSB will be merged with and into Berkshire Bancorp Inc. Subject to
limitations described in the merger agreement, each outstanding share of GSB
common stock will be converted into either 0.6027 shares of Berkshire common
stock or $20.75 in cash, as each GSB stockholder elects, all as more fully
described in the joint proxy statement/prospectus.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL: To act upon the postponement or adjournment of the special meeting, if
necessary, to permit further solicitation of proxies in the event there are not
sufficient votes at the time of the special meeting to approve the merger
agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby acknowledges receipt of GSB Financial Corporation's
Notice of GSB Financial Corporation's Special Meeting of Stockholders and the
joint proxy statement/prospectus relating thereto.
DATE: _______________ , 2000
(Please date this Proxy)
____________________________
____________________________
Signature(s)
It would be helpful if you
signed your name exactly as
it appears on your stock
certificate(s), indicating
any official position or
representative capacity. If
shares are registered in
more than one name, all
owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED WHITE
POSTAGE-PAID ENVELOPE.
