First Sentinel Bancorp Inc – ‘S-4/A’ on 11/3/98 – EX-99.2

As of:  Tuesday, 11/3/98   ·   Accession #:  950130-98-5234   ·   File #:  333-63601

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment No. 1 to Form S-4            198    995K 
 2: EX-5.1      Opinion of Patton Boggs LLP                            2     12K 
 3: EX-8        Opinion of Patton Boggs LLP                            3     13K 
 4: EX-23.2     Consent of Ryan Beck & Co.                             1      7K 
 5: EX-23.3     Consent of Sandler O'Neill & Partners, L.P.            1      7K 
 6: EX-23.4     Consent of Kpmg Peat Marwick LLP for 1st Source        1      7K 
 7: EX-23.5     Consent of Kpmg Peat Marwick LLP for Pulse             1      7K 
 8: EX-27       Financial Data Schedule                                2      8K 
 9: EX-99.1     Pulse Bancorp, Inc.'S Proxy Card                       2     10K 
10: EX-99.2     First Source Bancorp, Inc.'S Proxy Card                2±    10K 

EX-99.2   —   First Source Bancorp, Inc.’S Proxy Card

EX-99.2
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                                                                    EXHIBIT 99.2

[X]PLEASE MARK VOTES                                                            
AS IN THIS EXAMPLE                                                        

SPECIAL MEETING OF STOCKHOLDERS 
December 16, 1998 
10:30 a.m. Eastern Time 

The undersigned hereby appoints the official proxy committee of the Board of
Directors of First Source Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as attorneys and proxies for the undersigned, and to vote  
all shares of Common Stock of the Company which the undersigned is entitled to  
vote only at the Special Meeting of Stockholders, to be held on Wednesday,      
December 16, 1998 at 10:30 a.m. Eastern Time, at the Sheraton at Woodbridge     
Place, 515 Route 1 South, Iselin, New Jersey, and at any and all adjournments   
thereof, as follows:                                                            

1. Approval and adoption of the Agreement and Plan of                           
Merger, dated as of July 9, 1998 (the "Merger Agreement"), between First Source 
and Pulse Bancorp, Inc. ("Pulse"), and the consummation of the transactions     
contemplated thereby, including the merger of Pulse with and into First Source  
and the issuance of First Source Common Stock to the holders of Pulse Common    
Stock.                                                                          

FOR     AGAINST         ABSTAIN 
[ ]       [ ]             [ ]   

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.                      

2. Approval and adoption of First Source's 1998 Stock-Based Incentive Plan (the 
"Incentive Plan").                                                              

FOR     AGAINST         ABSTAIN 
[ ]       [ ]             [ ]   

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.                      

3. Approval and adoption of an amendment to the First Source Certificate of     
Incorporation to change the name of the company to First Sentinel Bancorp, Inc. 
(the "Corporate Name Amendment").                                               

FOR     AGAINST         ABSTAIN 
[ ]       [ ]             [ ]   

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3.                      

4. To transact such other business as may properly come before the Special      
Meeting or any adjournments or postponements thereof.                           

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.                              
This proxy is revocable and will be voted as directed, but if no instructions   
are specified, this proxy will be voted FOR the proposal listed. If any other   
business is presented at the Special Meeting, including whether or not to       
adjourn the meeting, this proxy will be voted by those named in this proxy in   
their best judgment. At the present time, the Board of Directors knows of no    
other business to be presented at the Special Meeting.                          

Please be sure to sign and date                                                 
this Proxy in the box below.            Date [          ]                       
----------------------------------------------------------------                

Stockholder sign above                  Co-Holder (if any) sign above           

--------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided. 

 The above signed acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Special Meeting of Stockholders and of a Proxy     
Statement dated relating to this meeting.                                       

Please sign exactly as your name appears on this card. When signing as      
attorney, executor, administrator, trustee or guardian, please give your full   
title. If shares are held jointly, each holder may sign but only one signature  
is required.                                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
		12/16/98
Filed on:		11/3/98
		7/9/98		8-K
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