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)
<PAGE>
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.
