LIFE BANCORP, INC.
                         ANNUAL MEETING OF STOCKHOLDERS

                        ESOP Voting Instruction Statement

     The undersigned hereby instructs the trustees of the trust created pursuant
to the Employee Stock Ownership Plan ("Plan") of Life Bancorp,  Inc. ("Company")
to vote the shares of Common Stock,  which have been  allocated to my account as
of March 7, 1997 under the Plan, upon the following proposals to be presented at
the Annual  Meeting of  Stockholders  of the  Company to be held at the  Norfolk
Waterside  Marriott  located  at 235 East Main  Street,  Norfolk,  Virginia,  on
Thursday,  April 24, 1997 at 10:00 a.m., Eastern Time, and at any adjournment of
said meeting.

1.   ELECTION OF DIRECTORS


     [  ]  FOR all nominees listed       [  ]   WITHHOLD AUTHORITY
              below (except as marked            for all nominees listed below
              to the contrary below)


Nominees for three-year term: E. Saunders Early, Jr., William J. Jonak, Jr. and
                              Tollie W. Rich, Jr.

     (INSTRUCTIONS:  To withhold  authority to vote for any individual  nominee,
write the name of the nominee in the space provided below.)

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2.   PROPOSAL to ratify the appointment of Edmondson, LedBetter & Ballard,L.L.P.
     as the Company's independent auditor for the fiscal year ending 
     December 31, 1997.

     [  ]  FOR             [  ]  AGAINST            [  ]  ABSTAIN


3.   In their discretion, upon such other business as may properly come before
     the meeting.


                  (Continued and to be signed on reverse side)



         The  Company's  Board of  Directors  recommends  a vote FOR each of the
nominees  for director  listed  above and FOR  Proposals 2 and 3. Such votes are
hereby solicited by the Board of Directors.

                                            Dated:                       , 1997

                                            ___________________________________ 

                                            ___________________________________ 
                                            Signature(s)

                                            If you  return  this  card  properly
                                            signed but do not otherwise specify,
                                            shares will be voted FOR each of the
                                            nominees   for   director   and  FOR
                                            Proposals  2 and  3.  If  you do not
                                            return  this  card,  shares  will be
                                            voted  by the  trustees  in the same
                                            proportion  as the shares  under the
                                            Plan have voted.



         PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD
                      PROMPTLY USING THE ENCLOSED ENVELOPE.