<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LAKELAND BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
LAKELAND BANCORP INC.
-------- ------- ----
OAK RIDGE, NEW JERSEY 07438
--- ------ --- ------ -----
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 8, 1996
Notice is hereby given that the Annual Meeting of Stockholders of Lakeland
Bancorp, Inc. will be held at its Administrative Office, 250 Oak Ridge Road, Oak
Ridge, New Jersey 07438 on Wednesday, May 8, 1996 at 5:00 p.m. for the
following purposes:
1. To elect four directors as set forth in the annexed Proxy Statement.
2. To transact such other business as may properly come before the
meeting.
In accordance with the Bylaws of Lakeland Bancorp, Inc., the close of business
on April 8, 1996, has been fixed as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting of
Stockholders or any adjournment or adjournments thereof.
Enclosed is the Annual Report, a Proxy Statement, and form of Proxy. You are
cordially invited to attend this meeting. It is important that your shares be
represented, regardless of the number you own. Please return the enclosed
proxy, duly signed, as promptly as possible, in the enclosed self-addressed
envelope.
By Order of the Board of Directors
BRUCE G. BOHUNY, SECRETARY
Oak Ridge, New Jersey
April 12, 1996
<PAGE>
LAKELAND BANCORP, INC.
-------- -------- ----
PROXY STATEMENT
----- ---------
Annual Meeting of Stockholders, May 8, 1996
Approximate Mailing Date: April 12, 1996
SOLICITATION OF PROXY
------------ -- -----
THE ENCLOSED PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
LAKELAND BANCORP, INC. (hereinafter called "Lakeland") for use in connection
with the Annual Meeting of Stockholders to be held at its Administrative Office,
250 Oak Ridge Road, Oak Ridge, New Jersey 07438, on Wednesday, May 8, 1996, at
5:00 p.m., and at any adjournments thereof. The matters to be considered and
acted upon at such meeting are referred to in the enclosed notice of such
meeting and are more fully discussed below.
Only stockholders of record at the close of business on April 8, 1996, the
record date fixed by the Board of Directors, will be entitled to notice of, and
to vote at, the Annual Meeting. If the enclosed Proxy is properly executed and
returned to Lakeland and not revoked before its exercise, all shares represented
thereby will be voted as specified in the form of Proxy. If the Proxy is signed
but no specification is given, the shares will be voted in favor of the Board's
nominees for election to the Board. The Proxy will enable you to assure that
your shares are voted and to aid in securing a quorum at the meeting.
THE ENTIRE COST OF THIS SOLICITATION WILL BE BORNE BY LAKELAND. Officers and
regular employees of Lakeland may also, but without additional compensation,
solicit proxies by further mailings, personal conversations, telephone,
telegraph, or facsimile.
REVOCATION OF PROXY
---------- -- -----
THE ENCLOSED PROXY MAY BE REVOKED IN PERSON OR IN WRITING BY NOTIFICATION TO THE
SECRETARY, BRUCE G. BOHUNY, LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD, OAK
RIDGE, NEW JERSEY 07438, AT ANY TIME PRIOR TO ITS EXERCISE OR BY SUBMITTING A
DULY SIGNED, LATER-DATED PROXY.
CAPITAL STOCK OUTSTANDING
------- ----- -----------
At the close of business on December 31, 1995, there were 3,246,954 shares of
Lakeland's common stock, par value $2.50 per share (the "Common Stock"),
outstanding and entitled to vote at the Annual Meeting. Each share will be
entitled to one vote on all matters properly coming before the meeting.
Provided that a quorum is present, directors will be elected by a plurality vote
(there is no right to vote stock cumulatively). A majority of the shares of
Common Stock outstanding on the record date will constitute a quorum for
purposes of the Annual Meeting. For purposes of determining the votes cast with
respect to any matter presented for consideration at the Annual Meeting, only
those votes cast "for" or "against" are included. Abstentions and broker non-
votes are counted only for the purpose of determining whether a quorum is
present at the Annual Meeting.
- 1 -
<PAGE>
To Lakeland's knowledge, there are only two persons who beneficially owned more
than 5% of the outstanding voting securities of Lakeland as of December 31,
1995. Information regarding such persons' beneficial ownership is set forth
below:
Amount and Nature
of Beneficial Ownership
Name and Address as of December 31, 1995 % of Class
- ---------------- ----------------------- ----------
John W. Fredericks 217,112 (1) 6.69%
382 Osprey Lane
Mantoloking, N.J. 08738
Robert B. Nicholson 165,708 (2) 5.10%
209 E. Mountain Road
Sparta, N.J. 07871
(1) Includes 56,208 shares owned by Mr. Fredericks' wife; 51,486 shares held in
the name of John W. Fredericks, Jane D. Fredericks and Mark J. Fredericks,
Trustees for Fredericks Fuel and Heating Service Employee Profit Sharing
Plan U-A 7/1/71; and 45,750 shares held in the name of Trust U/W Wilbur
Fredericks.
(2) Includes 43,812 shares owned by Mr. Nicholson's wife; 18,163 shares
registered in the name of Eastern Propane Corp. (a corporation of which Mr.
Nicholson is Chairman of the Board); and 4,503 shares owned by Mr.
Nicholson's son.
PROPOSAL ONE -- ELECTION OF DIRECTORS
-------- --- -------- -- ---------
Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain nominees,
it is intended that the persons named in the proxy will vote for the election as
directors of the four persons named in Table I below to serve until the
expiration of their respective terms and thereafter until their successors shall
have been duly elected and shall have qualified. Discretionary authority is
also solicited to vote for the election of a substitute for any of said nominees
who, for any reason presently unknown, cannot be a candidate for election.
Lakeland's Board is divided into three classes, with each class serving
staggered terms of three years, so that only one class is elected in any one
year. When new directors are named to the Board, they are assigned to a
specific class and, at the first meeting of shareholders, may be elected for
terms of one, two, or three years. At this year's meeting, three directors
(Mark J. Fredericks, Robert B. Nicholson, and Arthur L. Zande) have been
nominated for three-year terms and one director (Mary Ann Deacon, first
appointed to the Board in 1995) has been nominated for a one-year term.
Table I sets forth the names and ages of the nominees for election to the Board
of Directors, the positions and offices presently held by each such person
within Lakeland, the period during which each such person has served on
Lakeland's Board of Directors, the expiration of their respective terms, the
principal occupations and employment of each such person during the past five
years, and the
- 2 -
<PAGE>
number of shares of Lakeland Common Stock which they beneficially owned as of
December 31, 1995. Table II set forth comparable information with respect to
those directors whose terms of office will continue beyond the date of the
Annual Meeting. Unless otherwise indicated, positions have been held for more
than five years. Unless otherwise stated in the footnotes following the tables,
the nominees and other directors listed in the tables have sole power to vote
and dispose of the shares which they beneficially owned as of December 31, 1995.
All of the persons
named in both tables have been directors of Lakeland State Bank for at least
five years, with the exception of Mark J. Fredericks, who was appointed to the
Board of Directors of Lakeland Bancorp, Inc. and Lakeland State Bank on October
12, 1994, to fill the unexpired term of Henry T. Drost, and Mary Ann Deacon, who
was appointed to the Board of Directors of Lakeland Bancorp, Inc. and Lakeland
State Bank on November 8, 1995. Mark J. Fredericks is John W. Fredericks' son.
TABLE I
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
DECEMBER 31, 1995
------------------
DIRECTOR EXPIRATION BUSINESS NUMBER PERCENT
NAME AND ADDRESS SINCE OF TERM EXPERIENCE OF SHARES OF CLASS
- ---------------- -------------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Robert B. Nicholson 1989 1999 Chairman, Lakeland 165,708 5.10%
Age 67 Bancorp, Inc. (a)
(5/19/89 to present);
Chairman, Lakeland
State Bank
(5/19/69 to present);
Chairman, Eastern
Propane Corp.,
Oak Ridge, NJ
(9/21/88 to present)
Arthur L. Zande 1989 1999 Executive Vice 9,366 .29%
Age 61 President & (b)
CEO, Lakeland
Bancorp, Inc.
(5/19/89 to present);
Executive Vice
President &
CEO, Lakeland
State Bank
(10/1/72 to present)
Mark J. Fredericks 1994 1999 President of Keil 62,732 1.93%
Age 34 Oil Company, (c)
Riverdale, NJ
</TABLE>
- 3 -
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Mary Ann Deacon 1995 1997 Secretary/Treasurer of 200 .0001%
Age 44 Deacon Homes Inc. and (d)
Deacon Development Corp.
(real estate development
corps.), Sparta, N.J.
</TABLE>
Included in the amounts beneficially owned listed in the tables, the directors
of Lakeland Bancorp, Inc. held the following interests:
(a) Includes 43,812 shares owned by Mr. Nicholson's wife; 18,163 shares
registered in the name of Eastern Propane Corp. (a corporation of which
Mr. Nicholson is Chairman of the Board); and 4,503 shares owned by Mr.
Nicholson's son.
(b) Includes 853 shares held jointly with Mr. Zande's wife.
(c) Includes 8,110 shares owned by Mr. Fredericks' wife; 21,361 shares held in
Mr. Fredericks' name as custodian for his children; 5,589 shares owned by
the Keil Oil Co. Profit Sharing Plan Trust, Mark Fredericks, Trustee; 11
shares held by Mr. Fredericks' wife; and 51,486 shares held in the name of
John W. Fredericks, Jane D. Fredericks, and Mark J. Fredericks, Trustees
for Fredericks Fuel and Heating Service Employee Profit Sharing Plan U/A
7/1/71.
(d) Shares are solely held by Mary Ann Deacon.
TABLE II
OTHER DIRECTORS
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
DECEMBER 31, 1995
------------------
DIRECTOR EXPIRATION BUSINESS NUMBER PERCENT
NAME AND ADDRESS SINCE OF TERM EXPERIENCE OF SHARES OF CLASS
- ---------------- -------------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
John W. Fredericks 1989 1998 President, Lakeland 217,112 6.69%
Age 59 Bancorp, Inc. (e)
(5/19/89 to present);
President, Lakeland
State Bank
(5/19/69 to present);
President and Owner,
Fredericks Fuel and
Heating Service
Oak Ridge, NJ
Bruce G. Bohuny 1989 1997 Secretary, Lakeland 59,542 1.83%
Age 63 Bancorp, Inc. (f)
(5/19/89 to present);
Secretary, Lakeland
State Bank
(5/19/69) to present;
President,
Brooks Limited
(a real estate
development corp.),
Wyckoff, NJ
</TABLE>
- 4 -
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
John Pier, Jr. 1989 1998 Dentist, 39,798 1.23%
Age 69 West Milford,NJ (g)
Albert S. Riggs 1989 1997 Retired; formerly 48,928 1.51%
Age 75 President, Bowling (h)
Green Golf Course,
Oak Ridge, NJ
</TABLE>
(e) Includes 56,208 shares owned by Mr. Fredericks' wife; 51,486 shares held
in the name of John W. Fredericks, Jane D. Fredericks and Mark J.
Fredericks, Trustees for Fredericks Fuel and Heating Service Employee
Profit Sharing Plan U/A 7/1/71; and 45,750 shares held in the name of
Trust U/W Wilbur Fredericks.
(f) Includes 7,110 shares owned by Mr. Bohuny's wife; 383 shares held in name
of the Estate of Emma Bohuny -- Bruce G. Bohuny, Executor; 3,550 shares
owned by Mr. Bohuny's son; 1 share in the name of Bruce G. Bohuny
custodian for his daughter, Kirsten Lamatte under the N.J. Uniform Gift to
Minors Act; 1,494 shares held in a Keogh Plan for Bruce G. Bohuny; and 512
shares held by Brooks Ltd. of which Mr. Bohuny is president.
(g) Includes 1,952 shares owned by Mr. Pier's wife; 4,134 shares owned by Mr.
Pier and his wife jointly; 118 shares held by Mr. Pier's wife as Custodian
for Mr. Pier's son under the N.J. Uniform Gift to Minors Act; and 5,940
shares held in an IRA for Mr. Pier.
(h) Includes 5,870 shares held in the name of Paine Webber for Mr. Riggs'
wife.
The executive officers and directors of Lakeland (8 persons) benefically owned
603,386 shares (or 18.58%) of Lakeland's outstanding Common Stock on December
31, 1995.
EXECUTIVE COMPENSATION
-----------------------
The following table sets forth, for the years ended December 31, 1993, 1994, and
1995, the cash compensation paid by Lakeland and its subsidiary, as well as
certain other compensation paid or accrued by such entities for those years, to
or with respect to Lakeland's Chief Executive Officer, the only executive
officer whose total annual salary and bonus for 1995 exceeded $100,000 (the
"Named Officer"), for services rendered in all capacities as an executive
officer during such period.
SUMMARY COMPENSATION TABLE
----------------------------
<TABLE>
<CAPTION>
Name and Principal Annual Compensation (A) All Other (B)
Position Year Salary Bonus Compensation
- ------------------- ---- ------------- -------- -------------
<S> <C> <C> <C> <C>
Arthur L. Zande 1995 $165,000 $ - $100,923
Executive Vice
President and 1994 155,769 - 30,421
Chief Executive
Officer 1993 137,000 6,850 44,856
</TABLE>
- 5 -
<PAGE>
(A) During the three years ended December 31, 1995, Mr. Zande did not receive
perquisites (i.e., personal benefits) in excess of 10% of his reported
salary and bonus.
(B) All other compensation in 1995 was comprised of the following: An annual
contribution of $1,404 made by Lakeland State Bank for annual premiums for
term life insurance in excess of $50,000 for Mr. Zande; annual
contributions to the Bank's profit sharing plan on behalf of Mr. Zande of
$16,419; increases to Mr. Zande's profit sharing plan account of $76,652,
reflecting his allocated portion of plan earnings and forfeitures; and the
fair market value of the personal use of a company car of $6,448.
BOARD COMMITTEES AND DIRECTORS' COMPENSATION
------------------------------------------------
The Board of Directors of Lakeland does not have a remuneration committee or any
other committee other than those discussed herein. No remuneration was paid to
committee members during 1995 for attendance at committee meetings.
The Board of Directors met twenty-four times during 1995 and no director
attended less than 75% of the aggregate of the total number of meetings of the
Board and the total number of meetings held by all committees of the Board on
which he served.
The Audit Committee, which consists of John Pier, Jr., Albert S. Riggs, and
Bruce G. Bohuny, reviews the reports submitted by Radics and Company, Lakeland's
independent accountants. Recommendations and comments made by the accountants
are then discussed with the Board of Directors and management. The Audit
Committee met four times during 1995.
The Nominating Committee, consisting of Albert S. Riggs and John Pier, met once
during 1995 to select nominees for the Board of Directors. This Committee has
not developed procedures for considering nominations made by shareholders.
All directors of Lakeland receive an annual retainer fee of $4,000, with the
exception of Arthur L. Zande. Directors currently receive a fee of $500.00 for
each meeting of Lakeland's Board of Directors which they attend.
COMPENSATION COMMITTEE INTERLOCKS
----------------------------------
AND
---
INSIDER PARTICIPATION
----------------------
The Board of Directors does not maintain a compensation committee. Accordingly,
compensation decisions are made by the entire Board of Directors. During the
year ended December 31, 1995, the following individuals served as members of the
Board of Directors:
Bruce G. Bohuny Robert B. Nicholson
Mary Ann Deacon John Pier, Jr.
John W. Fredericks Albert S. Riggs
Mark J. Fredericks Arthur L. Zande
Of the persons named, Messrs. Nicholson, John Fredericks, Zande, and Bohuny were
and are employees of Lakeland or its subsidiary.
- 6 -
<PAGE>
Mr. John Fredericks and Mr. Nicholson are two of the three partners in a joint
venture which owns certain property in Newton, New Jersey. Lakeland State Bank
rents space (pursuant to a lease expiring on October 1, 2000) in the building
located on this property for a branch office, at an annual rental of $58,359.
Mr. John Fredericks and Mr. Nicholson are the President and Chairman,
respectively, of Lakeland.
Lakeland State Bank has had, and expects to have in the future, transactions in
the ordinary course of its business with directors, officers, principal
stockholders, and their associates, on the same terms, including interest rates
and collateral, as those prevailing at the same time for comparable transactions
with others, and that do not involve more than the normal risk of collectability
or other unfavorable features. There are no other related party transactions to
be disclosed.
BOARD REPORT ON EXECUTIVE COMPENSATION
------------------------------------------
Lakeland does not have a compensation committee, and, accordingly, policies
concerning the compensation of executive officers, including the Chief Executive
Officer, are established by the entire Board of Directors. Pursuant to
regulations adopted by the Securities and Exchange Commission, the Board has
prepared the following report with respect to compensation for executive
officers.
Lakeland's current compensation program focuses upon the salaries of executive
officers and is designed to provide appropriate reimbursement for services
rendered. Traditionally, the salaries of the Chief Executive Officer and the
other executive officers have been set at levels which are perceived by the
Board to be comparable to the salaries of executive officers of other banks
which the Board considers to be comparable to Lakeland. Included in this
comparison of comparable banks are sixteen banks in New Jersey ranging in asset
size from $160,000,000 to $475,000,000. Of these sixteen banks, six are
included in the Peer Group Index, which is comprised of Media General Financial
Services' Middle Atlantic Banks Group, and are represented in the Performance
Graph, which is shown later in this document.
Salaries are determined annually, and, accordingly, the Board reviews each
executive officer's performance on a yearly basis. With respect to Mr. Zande's
salary, in addition to the comparative analysis described above, the Board
specifically focuses on the Chief Executive Officer's individual performance and
the manner in which such performance contributed to Lakeland's overall
performance during the prior year. Mr. Zande does not participate in the
determination of his own salary.
Executive officers are also provided with standard benefits, including various
health and life insurance benefits. Lakeland also makes contributions to the
Bank's profit sharing plan on behalf of executive officers, as well as all other
employees. The Board of Directors authorized a contribution to the Profit
Sharing Plan of $200,000 in 1995. The total profit sharing contribution made on
behalf of Mr. Zande is included in the column entitled "All Other Compensation"
in the Summary Compensation Table. The Company has not granted stock options to
its executive officers.
- 7 -
<PAGE>
The Board believes that an appropriate compensation program can help in
fostering Lakeland's growth. The Board seeks to reflect an appropriate balance
between providing rewards to executive officers while at the same time
effectively controlling cash compensation costs. The Board intends to continue
monitoring Lakeland's compensation program so that this balance is appropriately
maintained.
By: The Board of Directors
Bruce G. Bohuny Robert B. Nicholson
Mary Ann Deacon John Pier, Jr.
John W. Fredericks Albert S. Riggs
Mark J. Fredericks Arthur L. Zande
PERFORMANCE GRAPH
------------------
The following chart compares the Company's cumulative total shareholder return
(on a dividend reinvested basis) over the past five years with the Nasdaq Market
Index and the Peer Group Index. The Peer Group Index is comprised of Media
General Financial Services' Middle Atlantic Banks Group which consists of 145
financial institutions.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG LAKELAND BANCORP INC.,
NASDAQ MARKET INDEX AND MG GROUP INDEX
<CAPTION>
LAKELAND
Measurement period BANCORP INDUSTRY BROAD MARKET
(Fiscal year Covered) INC. Index Index
- --------------------- --------- --------- ---------
<S> <C> <C> <C>
Measurement PT -
1990 $ 100 $ 100 $ 100
FYE 1991 $ 104.35 $ 133.08 $ 128.38
FYE 1992 $ 135.52 $ 166.65 $ 129.64
FYE 1993 $ 171.36 $ 207.03 $ 155.50
FYE 1994 $ 215.16 $ 196.56 $ 163.26
FYE 1995 $ 285.41 $ 298.47 $ 211.77
</TABLE>
- 8 -
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------------------
Radics and Company, certified public accountants, has been auditing Lakeland and
Lakeland State Bank since 1982 and has been selected by the Board of Directors
to examine and report on Lakeland's financial statements for the year ending
December 31, 1996. Lakeland does not anticipate that a representative will be
present at the annual meeting. Any questions relating to the 1995 financial
statements will be answered by Lakeland's management.
OTHER BUSINESS
---------------
Management is not aware of any other business to be brought up at the meeting
for action by stockholders at such meeting other than the matters described in
the notice. However, the enclosed Proxy will confer discretionary authority
with respect to matters which are not known to management at the time of
printing hereof and which may come properly before the meeting.
SHAREHOLDER PROPOSALS
----------------------
Shareholder proposals for the next Annual Meeting to be held in April 1997 must
be received in writing by Lakeland by December 14, 1996, in order to be included
in the next annual Proxy Statement.
- 9 -
<PAGE>
You are cordially invited to attend the Annual Meeting in person, if possible.
Your participation in the meeting and discussion of Lakeland's affairs will be
welcomed.
By Order of the Board of Directors
BRUCE G. BOHUNY, SECRETARY
Oak Ridge, New Jersey
April 12, 1996
A copy of Lakeland's annual report for the year ended December 31, 1995,
including financial statements, accompanies this Proxy Statement. The annual
report is not to be regarded as proxy soliciting material or as a communication
by means of which any solicitation is to be made.
A copy of Lakeland Bancorp, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission, is
available (excluding exhibits) without cost to shareholders upon written request
made to Bruce G. Bohuny, Lakeland State Bank, 250 Oak Ridge Road, Oak Ridge, New
Jersey 07438.
- 10 -
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
LAKELAND BANCORP, INC.
The undersigned hereby appoints John W. Fredericks and Robert B. Nicholson, and
each of them, with full power of substitution, to vote for and on behalf of the
undersigned at the annual meeting of stockholders of the Company to be held on
May 8, 1996, and at any adjournment thereof, upon matters properly coming before
the meeting, as set forth in the related Notice of Meeting and Proxy Statement,
both of which have been received by the undersigned. Without otherwise limiting
the general authorization given hereby, said attorneys and proxies are
instructed to vote as follows:
1. Election of Directors
Nominees:
Robert B. Nicholson, Arthur L. Zande,
Mark J. Fredericks, and Mary Ann Deacon
2. Transactions of such other business as may properly come before the meeting
and any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING YOU ARE URGED TO EXECUTE AND
RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" EACH OF THE BOARD'S NOMINEES.
FOR WITHHELD AGAINST
ALL NOMINEES ALL NOMINEES ABSTAIN
[ ] [ ] [ ]
Nominees: Mary Ann Deacon
Mark J. Fredericks
(The Board recommends a vote "FOR") Robert B. Nicholson
Arthur L. Zande
Instruction: To withhold authority to vote
for any individual nominee, write that name
in the space provided below:
- ----------------------------------------
IMPORTANT
PLEASE SIGN AND DATE AND RETURN PROMPTLY
Note: Please sign exactly as your name
appears hereon. Give full title if
Attorney, Executor, Administrator, Trustee,
Guardian, etc.
-------------------------------------------
, 1996
-------------------------------------------
SIGNATURE(S) DATE
