LAKELAND FIRST FINANCIAL GROUP, INC.
250 ROUTE 10
SUCCASUNNA, NEW JERSEY 07876
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
ON ___________, 1995
The undersigned stockholders of Lakeland First Financial Group, Inc.
("Lakeland") hereby constitutes and appoints
____________________________________________, and each of them, as the true
and lawful proxies and attorneys-in-fact of the undersigned, with full
power of substitution in each of them, to represent and to vote, as
designated on the reverse hereof, all shares of common stock, par value
$0.10 per share, of Lakeland First Financial Group, Inc. that the
undersigned is entitled to vote at the Special Meeting of Stockholders of
said corporation to be held at ________________________________,
Succasunna, New Jersey, on _____________, _____________, 1995, at __:00
_.m., Eastern time, and at any and all postponements or adjournments
thereof. The undersigned hereby revokes any Proxy previously given and
acknowledge(s) receipt of a copy of the accompanying Proxy
Statement/Prospectus for the Special Meeting and Notice of Special Meeting
of Stockholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, IT WILL BE
VOTED FOR THE PROPOSAL.
FOR AGAINST ABSTAIN
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1. To consider and vote upon a [ ] [ ] [ ]
proposal to approve the
Agreement and Plan of Merger,
dated as of February 27, 1995,
among Lakeland, Lakeland
Savings Bank (the "Bank"),
Valley National Bancorp
("Valley") and Valley National
Bank ("VNB"), pursuant to
which (i) Lakeland will merge
with and into Valley, and the
Bank will merge with and into
VNB, (ii) each outstanding
share of Lakeland common stock
would be converted into and
represent the right to receive
1.225 shares of Valley Common
Stock, subject to certain
adjustments.
2. To transact such other [ ] [ ] [ ]
business as may properly come
before the meeting or any
adjournment or adjournments
thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Special
Meeting, or at any adjournment or adjournments thereof, and after
notification to the Secretary of the Company at the Special Meeting of the
stockholder's decision to terminate this Proxy, the power of said attorneys
and proxies shall be deemed terminated and of no further force and effect.
The undersigned may also revoke this Proxy by filing a subsequently dated
Proxy or by notifying the Secretary of the Company of his or her decision
to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this Proxy of a Notice of the Special Meeting and a Proxy
Statement dated _____________, 1995.
[ ] Please check here if you plan
Dated: _______________, 1995 to attend the Special Meeting.
_________________________________ _____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________________ _____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
___________________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
___________________________________________________________________________