LAKELAND FIRST FINANCIAL GROUP, INC.
250 ROUTE 10
SUCCASUNNA, NEW JERSEY 07876
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 6, 1995
The undersigned stockholders of Lakeland First Financial Group, Inc.
("Lakeland") hereby constitutes and appoints the Board of Directors of
Lakeland, 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 Days Inn, Route 46, Ledgewood, New Jersey, on Tuesday, June 6,
1995, at 10:00 a.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
Amended and Restated
Agreement and Plan of Merger,
dated as of April 21, 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
1.286 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 May 3, 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.
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