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EXHIBIT 99.2
FORM OF REVOCABLE PROXY
HARBOR FEDERAL BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF HARBOR FEDERAL BANCORP, INC.
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ______, 2000
The undersigned stockholder of Harbor Federal Bancorp, Inc. (the "Company")
hereby appoints _______________________________________________ as proxies, each
of them with full power of substitution, to attend and act as proxy for the
undersigned and to cast all votes which the undersigned stockholder is entitled
to cast at the special meeting of stockholders of the Company to be held at
________, local time on _______, 2000, at _____________ Baltimore, Maryland, and
any and all adjournments and postponements thereof (the "Special Meeting"), with
all powers which the undersigned would possess if personally present (i) as
designated below with respect to the matters set forth below and described in
the accompanying Proxy Statement-Prospectus and (ii) in their discretion with
respect to any other business that may properly come before the Special Meeting.
The undersigned stockholder hereby revokes any proxy or proxies heretofore
given.
This proxy will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this proxy will be voted (1) "FOR"
approval and adoption of the Merger Agreement (as defined herein) and (2) in
the discretion of the proxies as to all other matters that may properly come
before the Special Meeting.
This proxy card will also be used to provide voting instructions to the
trustee for any shares of common stock of the Company allocated to participants
under the Harbor Federal Bank Employee Stock Ownership Plan.
(continued--to be signed and dated on reverse side)
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The Board of Directors recommends a vote "FOR" approval and adoption of the
Merger Agreement.
1. Approval and adoption of the Agreement and Plan of Merger, dated as of
May 3, 2000, by and between Provident Bankshares, Inc. and the Company
pursuant to which the Company will merge with and into Provident and
each share of common stock of the Company, par value at $.01 per
share, will be converted into the right to receive 1.256 shares of
common stock, par value $1.00 per share, of Provident, and cash in
lieu of fractional shares, all on and subject to the terms and
conditions contained therein.
FOR AGAINST ABSTAIN
[_] [_] [_]
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and the Proxy Statement-Prospectus, dated , 2000,
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for the Special Meeting.
Dated: ____________________________________
Signature: _________________________________
Signature: _________________________________
Title: _____________________________________
(Please date and sign here exactly as name
appears at left. When signing as attorney,
administrator, trustee or guardian, give full
title as such; and when stock has been issued
in the name of two or more persons, all
should sign.)
PLEASE ACT PROMPTLY.
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE,
SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
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