Exhibit 99.8
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FIDELITY FEDERAL BANCORP
9.00% SENIOR SUBORDINATED NOTE DUE __________, 2009
Registered Number Registered Amount
$________________
CUSIP:___________
Fidelity Federal Bancorp, an Indiana corporation (herein called the
"Company", which term includes any successor corporation), for value received,
hereby promises to pay to ______________or registered assigns, the principal sum
of ______________Dollars ($_____________) on __________, _____, and to pay
interest thereon from __________, _____ or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
__________ and __________ in each year, commencing __________, _____, at the
rate of 9.00% per annum, based upon a 360-day year, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be on __________ or __________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Payment of the principal
and interest on this Security will be made at the offices of Fidelity Federal
Bancorp, 00 XX Xxxxxx Xxxxxx, XX Xxx 0000, Xxxxxxxxxx, Xxxxxxx 00000-1347 (the
"Registrar and Paying Agent"), and at any other office or agency maintained by
the Company for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Note Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
REGISTRAR'S CERTIFICATE FIDELITY FEDERAL BANCORP
OF AUTHENTICATION
This is one of those Notes authorized By:_____________________________
by the Company as its 9.00% Senior
Subordinated Notes due __________, 2009 And:____________________________
FIDELITY FEDERAL BANCORP
By:___________________________
Authorized Representative
Form of Note - Reverse
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This Note is one of a duly authorized issuance by the Company designated
as its 9.00% Senior Subordinated Notes due __________, 2009 (herein called the
"Notes"), limited in aggregate principal amount to $2,500,000; provided,
however, the Company may issue additional Notes from time to time without the
consent of holders of the Notes.
The Notes are redeemable at the option of the Company, in whole or in
part, at any time prior to maturity at face value plus accrued and unpaid
interest to the date of redemption.
In the event Notes are redeemed in part only, the Notes will be selected
for redemption on a pro rata basis, by lot or by such other method as the
Company in its sole discretion deems fair and reasonable. The Notes will only be
redeemed in multiples of $1,000 in original principal amount. A Note in
principal amount equal to the unredeemed portion of the original Note will be
issued upon cancellation of the original Note.
The Company is not obligated to make mandatory redemption or sinking fund
payments with respect to the Notes.
The Notes rank pari passu with each other and the Company's Senior
Subordinated Notes due June 2005, which means they rank proportionately,
similarly and at an equal level. The Notes are senior to the Company's 9% Junior
Subordinated Notes due February 2009. The indebtedness evidenced by the Notes
are a direct, unsecured obligation of the Company and, except as noted above,
are fully subordinated to all other indebtedness and obligations of the Company,
including any future issues of subordinated notes or debentures of the Company
but not to common stock or preferred stock of the Company.
The Notes are not savings or deposit accounts or other obligations of
United Fidelity Bank or any non-bank affiliate of the Company and are not
insured by the Federal Deposit Insurance Corporation or any governmental agency.
If the Company shall fail to pay the interest on, or principal of this
Note when due, and which failure continues for a period of thirty (30) days, the
principal of and interest on this Note may be declared due and payable by the
Holder thereof and payment may be enforced in accordance with applicable Indiana
law.
No Holder of any Note and no director, officer, employee, agent, manager,
partner or other interest holder of the Company shall have any liability for any
obligation of the Company under the Notes or for any claim based on, in respect
of or by reason of such obligations. Each Holder, by accepting a Note, waives
and releases all such liability. Such waiver and release shall be part of the
consideration for the issuance of the Notes. Notwithstanding the foregoing,
nothing in this provision shall be construed as a waiver or release of any
claims under the Federal securities laws.
The exchange or transfer of this Note is registrable in the Note Register,
upon surrender of this Note for exchange or for registration of transfer at the
offices of the Fidelity Federal Bancorp, 00 XX Xxxxxx Xxxxxx, XX Xxx 0000,
Xxxxxxxxxx, Xxxxxxx 00000-0000, or at any other office or agency maintained by
the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or his attorney
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duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof and are exchangeable
for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
In the event any Note is mutilated, lost, stolen or destroyed, the Company
may cause a new Note to be authenticated of like date, maturity and denomination
as that mutilated, lost, stolen, or destroyed, provided that, in the case of any
mutilated Note, such mutilated Note shall first be surrendered to the Company,
and in the case of any lost, stolen or destroyed Note, there shall be first
furnished to the Company evidence of such loss, theft or destruction
satisfactory to the Company, together with indemnity satisfactory to it. In the
event any such lost, stolen, or destroyed Note shall have matured, instead of
issuing a duplicate Note the Company may, upon receiving indemnity satisfactory
to it, pay the same without surrender thereof. The Company may charge the Holder
of such Note with its reasonable fees and expenses in connection with the above.
Prior to due presentment of this Note for registration of transfer, the
Company and any agent of the Company may treat the person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common
TENANT- as tenants by the entireties
JTTEN- as joint tenants with rights of survivorship and not as tenants
in common
UNIF TRANF MIN ACT- _______________________ Custodian _______________________
(Cust) (Minor)
under Uniform Transfers to Minors Act ___________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________
/_______________________ /______________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_____________________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _____________________
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBER- SHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
NOTICE: The signature to this assignment must correspond with the name(s) as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
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