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Kearny Financial Corp.
Subscription & Community
Offering
Stock Order Form
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Kearny Federal Savings Bank Expiration Date
for Stock Order Forms:
Stock Information Center ___day, ____ x. 2004
000 Xxxxxxx Xxx. 12:00 Noon, Xxxxxxx
Xxxxxxxxx, XX 00000 Time
xxx-xxx-xxxx (received not
postmarked)
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IMPORTANT: A properly completed original stock order form must be used to
subscribe for common stock. Copies of this form are not required to be
accepted. Please read the Stock Ownership Guide and Stock Order Form
Instructions as you complete this form.
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1) Number of Shares Subscription (2) Total Payment Due Minimum number of shares: 25 shares ($250.00)
------------------- Price --------------------------- Maximum number of shares: 50,000 shares ($500,000.00)
X 10.00 = $ See Instructions.
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(3) Employee/Officer/Director Information
[_] Check here if you are an employee, officer or director of Kearny Federal Savings Bank or member of such person's immediate
family living in the same household.
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(4) Method of Payment/Check Total Check $ .
Enclosed is a check, bank draft or money order payable to Kearny Financial Corp.
in the amount indicated in this box.
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(5) Method of Payment/Withdrawal - The undersigned authorizes withdrawal from the following account(s) at Kearny Federal Savings
Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts maintained at Kearny
Federal Savings Bank cannot be used unless special transfer arrangements are made.
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Bank Use Account Number(s) To Withdraw $ Withdrawal Amount
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$ .
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$ .
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(6) Purchaser Information
Subscription Offering - Check here if you are:
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[_] a. An Eligible Account Holder with a deposit account(s) totaling $50.00 or
more on March 31, 2003. (Former depositors of West Essex Bank, which was
acquired by Kearny Federal Savings Bank in July 2003, will be treated as
Eligible Account Holders if they had deposits with West Essex at the close
of business on March 31, 2003 of at least $50.00) List account(s) below.
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b. A Supplemental Eligible Account Holder with a deposit account(s) totaling $50.00 or more on September 30, 2004 but are not
an Eligible Account Holder. List account(s) below.
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PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. SEE REVERSE SIDE
FOR ADDITIONAL SPACE.
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Account Number(s) Account Title (Name(s) on Account) BANK USE
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(7) Form of Stock Ownership & SS# or Tax ID#: SS#/Tax ID#-
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[_] Individual [_] Joint Tenants [_] Tenants in Common [_] Fiduciary (i.e. trust, estate) SS#/Tax ID#-
[_] Uniform Transfers to Minors Act [_] Company/Corporation/ [_] XXX or other qualified plan ---------------------------------
(Indicate SS# of Minor only) Partnership
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(8) Stock Registration & Address:
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Name and address to appear on stock certificate.
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Shares must be registered as reflected as reflected on your qualifying account.
Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will
result in a loss of your subscription rights (with certain exceptions for XXX and Xxxxx purchases).
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Name:
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Name
Continued:
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Mail to-
Street:
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City: State: Zip Code:
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(9) Telephone ( ) -- ( ) -- County of
Daytime/Evening Residence
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(10) [_] NASD Affiliation - Check here if you are a member (11) [_] Associates/Acting in Concert - Check here and complete
of the National Association of Securities Dealers, Inc. ("NASD"), the reverse side of this form, if you or any associates or
a person affiliated, or associated, with a NASD member, persons acting in concert with you have submitted other orders
(continued on reverse side) for shares.
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(12) Acknowledgement - To be effective, this stock order form must be properly completed and physically received by Kearny Federal
Savings Bank no later than 12:00 noon, eastern time, on ___day, ____ x, 2004, unless extended; otherwise this stock order form and
all subscription rights will be void. The undersigned agrees that after receipt by Kearny Federal Savings Bank, this stock order
form may not be modified, withdrawn or canceled without Kearny Federal Savings Bank's consent and if authorization to withdraw from
deposit accounts at Kearny Federal Savings Bank has been given as payment for shares, the amount authorized for withdrawal shall not
otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or
Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to
back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms
and conditions of the Plan of Stock Issuance of Kearny Financial Corp. described in the accompanying prospectus. The undersigned
hereby acknowledges receipt of the prospectus at least 48 hours prior to execution and delivery of this stock order form to
Kearny Federal Savings Bank.
Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the
legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Kearny Federal Savings
Bank, Kearny MHC and Kearny Financial Corp. will pursue any and all legal and equitable remedies in the event they become aware of
the transfer of subscription rights and will not honor orders known by them to involve such transfer. Bank Use Under penalty of
perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the
sale or transfer of such shares, or my right to subscribe for shares.
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THE CERTIFICATION FORM ON THE REVERSE SIDE MUST BE SIGNED IN ADDITION TO THE SIGNATURE BELOW
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Signature Signature
Date Date
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Item (6) Purchaser Account Information - continued:
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Account Number(s) Account Title (Name(s) on Account) BANK USE
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Item (10) NASD continued:
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a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder
of an account in which a NASD member or person associated with a NASD member has a beneficial interest. You agree, if you have
checked the NASD Affiliation box, to report this subscription in writing to the applicable NASD member within one day of payment
therefor.
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Item (11) Associates/Acting In Concert continued:
If you checked the box in item #11 on the reverse side of this form, list below all other orders submitted by you or associates
(as defined below) or by persons acting in concert with you (also defined below).
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Name(s) listed on other stock order forms Number of shares ordered
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Associate - The term "associate" of a particular person means:
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(1) any corporation or organization (other than the Bank or a majority-owned subsidiary or a majority-owning parent corporation
of the Bank) of which a person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any
class of equity securities;
(2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a
trustee or in a similar fiduciary capacity; or
(3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a
director or officer of the Bank or the Stock Holding Company, or any of its parents or subsidiaries.
Acting in concert - The term "acting in concert" means:
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(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not
pursuant to an express agreement; or
(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.
In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is
also acting in concert with that other party.
We may presume that certain persons are acting in concert based upon various facts, among other things, joint account
relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission
with respect to other companies.
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YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
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CERTIFICATION FORM
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY KEARNY MHC, KEARNY FINANCIAL CORP., KEARNY FEDERAL SAVINGS BANK, THE
FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR'S PRINCIPAL IS SUBJECT TO LOSS.
If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call Xxxxxx
Xxxxxxxx, Regional Director of the Northeast Regional Office of the Office of Thrift Supervision at (000) 000-0000.
I further certify that, before purchasing the common stock, par value $0.10 per share, of Kearny Financial Corp. (the "Company"),
the holding company for Kearny Federal Savings Bank, I received a prospectus of the Company dated _____, 2004 relating to such
offer of common stock.
The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and
describes in the "Risk Factors" section beginning on page __, the risks involved in the investment in this common stock, including
but not limited to the following:
1. After this offering, our return on equity will be low compared to other companies. This could negatively impact the price of our
stock.
2. An increase in interest rates is expected to adversely affect our earnings.
3. Additional public company and annual stock employee compensation and benefit expenses following the offering may reduce our
profitability and stockholder's equity.
4. The implementation of stock-based plans may dilute your ownership interest in Kearny Financial Corp.
5. We have recently opened a new administrative building and intend to construct new buildings for certain existing branch
locations. Costs related to these buildings will negatively impact earnings in future periods.
6. We may not be able to successfully implement our plans for growth, continue to experience the same rate of growth that we have
in the past, and we may not be able to successfully manage our future growth.
7. Persons who purchase stock in the offering will own a minority of Kearny Financial Corp.'s common stock and will not be able to
exercise voting control over most matters to put to a vote of stockholders, including any proposal regarding the acquisition
of Kearny Financial Corp.
8. A portion of our loan portfolio consists of multi-family and commercial real estate loans and commercial loans, and we intend
to continue our origination of such loans after the offering at the same level, if not higher. The repayment risk related to
these types of loans is considered to be greater than the risk related to one-to-four family residential loans.
9. Our business is geographically concentrated in a small area and a downturn in local conditions could have an adverse impact on
our profitability.
10. We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize such proceeds would
reduce our profitability.
11. Our stock price may decline when trading commences.
12. Office of Thrift Supervision policy on remutualization transactions could prohibit acquisition of Kearny Financial Corp., which
may adversely affect our stock price.
(By Executing this Certification Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,
Including the Securities Act of 1933 and the Securities Exchange Act of 1934)
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Signature Date Signature Date
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Print Name Print Name
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THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK
Kearny Financial Corp.
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Stock Ownership Guide
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Individual
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", "single person", etc.
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Joint Tenants
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
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Tenants in Common
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant, 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.
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Uniform Transfers to Minors Act ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfers to Minors Act of each state. There may be only one custodian and one
minor designated on a stock certificate. The standard abbreviation for Custodian
is "CUST", while the Uniform Transfers to Minors Act is "UTMA". Standard U.S.
Postal Service state abbreviations should be used to describe the appropriate
state. For example, stock held by Xxxx Xxx as custodian for Xxxxx Xxx under the
New Jersey Uniform Transfers to Minors Act will be abbreviated Xxxx Xxx, CUST
Xxxxx Xxx UTMA NJ (use minor's social security number).
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Fiduciaries
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
o The name(s) of the fiduciary. If an individual, list the first name,
middle initial and last name. If a corporation, list the full
corporate title (name). If an individual and a corporation, list the
corporation's title before the individual.
o The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
o A description of the document governing the fiduciary relationship,
such as a trust agreement or court order. Documentation establishing a
fiduciary relationship may be required to register your stock in a
fiduciary capacity.
o The date of the document governing the relationship, except that the
date of a trust created by a will need not be included in the
description.
o The name of the maker, donor or testator and the name of the
beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: Xxxx Xxx,
Trustee Under Agreement Dated 10-1-93 for Xxxxx Xxx.
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Stock Order Form Instructions
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Items 1 and 2 - Number of Shares and Total Payment Due
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 purchase in the Subscription
Offering is 25 shares. As more fully described in the plan of stock issuance
outlined in the prospectus, the maximum purchase in any category of the
Subscription Offering is $500,000 (50,000 shares), and the maximum purchase in
the Community Offering (if held) by any person, is $500,000 (50,000 shares).
However, no person, together with associates and persons acting in concert with
such person, may purchase in the aggregate more than $750,000 (75,000 shares) of
common stock.
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Item 3 - Employee/Officer/Director Information
Check this box to indicate whether you are an employee, officer or director of
Kearny Federal Savings Bank or a member of such person's immediate family living
in the same household.
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Item 4 - Method of Payment by Check
If you pay for your stock by check, bank draft or money order, indicate the
total amount in this box. Payment for shares may be made by check, bank draft or
money order payable to Kearny Financial Corp. Payment in cash may be made only
if delivered in person. Your funds will earn interest at Kearny Federal Savings
Bank's passbook savings rate of interest until the stock offering is completed.
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Item 5 - Method of Payment by Withdrawal
If you pay for your stock by a withdrawal from a deposit account at Kearny
Federal Savings Bank, indicate the account number(s) and the amount of your
withdrawal authorization for each account. The total amount withdrawn should
equal the amount of your stock purchase. There will be no penalty assessed for
early withdrawals from certificate accounts used for stock purchases. This form
of payment may not be used if your account is an Individual Retirement Account.
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Item 6 - Purchaser Information
Subscription Offering
a. Check this box if you had a deposit account(s) totaling $50.00 or more on
March 31, 2003 ("Eligible Account Holder"). (Former depositors of West
Essex Bank, which was acquired by Kearny Federal Savings Bank in July 2003,
will be treated as Eligible Account Holders if they had deposits with West
Essex at the close of business on March 31, 2003 of at least $50.00)
b. Check this box if you had a deposit account(s) totaling $50.00 on September
30, 2004 but are not an Eligible Account Holder ("Supplemental Eligible
Account Holder").
Please list all account numbers and all names on accounts you had on these dates
in order to insure proper identification of your purchase rights.
Note:Failure to list all your accounts may result in the loss of part or
all of your subscription rights.
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Items 7 and 8 - Form of Stock Ownership, SS# or Tax ID#, Stock Registration,
Mailing Address and County
Check the box that applies to your requested form of stock ownership and
indicate your social security or tax ID number(s) in item 7. Complete the
requested stock certificate registration, mailing address and county in item 8.
The stock transfer industry has developed a uniform system of shareholder
registrations that will be used in the issuance of your common stock.
If you have any questions regarding the registration of your stock, please
consult your legal advisor. Stock ownership must be registered in one of the
ways described above under "Stock Ownership Guide". Shares must be registered as
reflected on your qualifying account. Adding or deleting a name or otherwise
altering the form of beneficial ownership of a qualifying account will result in
a loss of your subscription rights. (With certain exceptions for XXX and Xxxxx
purchases).
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Item 9 - Telephone Number(s)
Indicate your daytime and evening telephone number(s). We may need to call you
if we have any questions regarding your order or we cannot execute your order as
given.
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Item 10 - NASD Affiliation
Check this box if you are a member of the NASD or if this item otherwise applies
to you.
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Item 11 - Associates/Acting in Concert
Check this box if you or any associate or person acting in concert with you(as
defined on the reverse side of the stock order form) has submitted another order
for shares and complete the reverse side of the stock form.
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Item 12 - Acknowledgement
Sign and date the stock order form and certification form where indicated.
Before you sign, review the stock order and certification form, including the
acknowledgement. Normally, one signature is required. An additional signature is
required only when payment is to be made by withdrawal from a deposit account
that requires multiple signatures to withdraw funds.
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You may mail your completed stock order form and certification form in the
envelope that has been provided, or you may deliver your stock order and
certification form to any full service branch office of Kearny Federal Savings
Bank. Your stock order form, properly completed, signed certification form and
payment in full (or withdrawal authorization) at the subscription price must be
physically received (not postmarked) by Kearny Financial Corp. no later than
12:00 noon, eastern time, on ___day, ____ x, 2004 or it will become void. If you
have any remaining questions, or if you would like assistance in completing your
stock order form, you may call our stock information center at xxx-xxx-xxxx,
Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m. The stock
information center will be closed for bank holidays.
Kearny Federal Savings Bank
Stock Information Center
000 Xxxxxxx Xxx.
Xxxxxxxxx, XX 00000
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