UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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o Soliciting Material Pursuant to §240.14a-12

YARDVILLE NATIONAL BANCORP

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

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April 2006

Forward Looking Statements

This presentation may contain forward-looking statements concerning
the financial condition, results of operations and business of Yardville
National Bancorp.  We caution that such statements are subject to a
number of uncertainties and actual results could differ materially and
therefore you should not place undue reliance on any forward-looking
statements we make.  We may not update any forward-looking
statements we make today for future events or developments.
Information about risks and uncertainties are described in our SEC
filings, which are available on our website or from our Investor Relations
Department.

Additional information

In connection with the 2006 Annual Meeting, YNB filed a proxy
statement with the Securities and Exchange Commission (SEC) and
commenced mailing to shareholders on March 31, 2006.  YNB
shareholders are urged to read the proxy statement carefully because it
contains important information.  Investors and shareholders may obtain
a free copy of the proxy statement, and other material and any other
documents that may be filed by YNB with the SEC in connection with the
Annual Meeting, through the SEC’s web site www.sec.gov.  Shareholders
may also obtain free copies of the proxy statement and other documents
filed by YNB in connection with the Annual Meeting by directing a
request to: Yardville National Bancorp at 2465 Kuser Road, Hamilton, NJ
08690, Attention: Daniel J. O’Donnell, Esq., Chief Legal Officer.

YNB, its executive officers and directors may be deemed to be
participants in a solicitation of proxies for the Annual Meeting.
Information regarding these participants and their interests is contained
in the definitive proxy statement.

Agenda

Executive summary

Company overview

Historical financial performance

Strategic plan to increase shareholder value

Recent events and corporate governance

YNB is focused on enhancing shareholder
value

YNB has rewarded its shareholders with solid returns

YNB has a plan to further capitalize on excellent market
opportunities

YNB has the right team in place to execute the strategic
plan and create additional shareholder value

We believe continued execution of the strategic plan should
create the greatest value for shareholders

Supporting YNB’s nominees preserves and
creates value

YNB will continue to execute its strategic plan to enhance
franchise value and deliver increased value to shareholders

Board and management are committed to enhancing value for
all shareholders

Management has the expertise to execute the strategy

YNB’s director nominees have the knowledge and expertise to
help lead YNB and continue increasing long-term shareholder
value

Vote the BLUE proxy card to

Elect YNB’s Directors

Agenda

Executive summary

Company overview

Historical financial performance

Strategic plan to increase shareholder value

Recent events and corporate governance

Company overview

81-year operating history

NASDAQ listed: YANB (since 1995)

cash dividends every quarter since IPO

Affluent Central NJ and Eastern PA markets

28 branches in 6 counties (and growing)

Executives with significant financial services experience

Largest community bank headquartered in Central NJ

Commercial lending with “reach” beyond the 6 counties

Retail deposit gathering strength

$70 million average deposits per branch

Financial overview

Stock price: $36.80 (3/31/06)

Market capitalization: $403 million

Total assets: $3.0 billion (12/31/05)

2005 EPS: $1.89 (11% annual growth over 2004)

Price/Book value: 2.22x

Price/2006E EPS: 18.4x

2005 ROAA: 0.72%

2005 ROAE: 12.6%

2005 Efficiency Ratio 53.2%

Percent of
households
with income
over
$150,000

20.0%

10.0%

0.0%

28 Existing Branches

11 Board Approved (to open in 1-3 years)

Outstanding demographics create great
additional opportunities in YNB’s markets

Median household income over $70,000

70% higher than the national average

Population density: 5 million people

12 times denser than national average

Total market deposits average $58 million per branch

Overall market average exceeds the national average

$76 billion deposit opportunity in YNB’s markets

With significant opportunity for community bank penetration

YNB deposits are growing, increasing in market share,
exceeding market per branch average; overall customer
base is expanding

Agenda

Executive summary

Company overview

Historical financial performance

Strategic plan to increase shareholder value

Recent events and corporate governance

10-year track record of delivering value

Growth has been “organic”

Over the past ten years, YNB has delivered:

29% compound annual commercial loan growth

22% compound annual asset growth

20% compound annual deposit growth

20% compound annual net income growth

9% compound annual EPS growth

533% total return to shareholders (approximately 20% annual
return since IPO)

Committed to paying dividends to shareholders

Cash dividend for the 49 consecutive quarters

$4.9 million in dividends in 2005 alone

Superior service to our core middle-market
customers has driven strong loan growth

CAGR = Compound Annual Growth Rate.

Strong loan growth has driven over 20%
annual asset growth for the last ten years

Deposits helped YNB fund most of the asset
growth

Excellent top-line growth has led to 20%
annual bottom-line growth

Most importantly, EPS has grown almost
10% annually over the last ten years

Since the IPO in June 1995, YNB
has delivered a 533% total return
to shareholders

Strong financial performance has translated
to excellent returns for shareholders

Note: Total shareholder return includes stock price appreciation and dividend payments. 533% total return
translates to 20% average annual return on investment. Data from June 1995 through March 28, 2006.

Investors have consistently received
dividends

YNB has a history of successfully taking
advantage of market opportunities

1996-2000: Capitalized on opportunities created from
consolidation in NJ market

35% annual loan growth in late 1990s

2000-2003: Successful expansion into “Northern
Region”

Region’s loan portfolio up to $400 million in 5 years

Regional branches have garnered $270 million in deposits (to
date) and growing

2003-today: Effective retail expansion

Net interest margin improved from 2.42% to 3.05%

Branches gaining market share in core and emerging markets

Agenda

Executive summary

Company overview

Historical financial performance

Strategic plan to increase shareholder value

Recent events and corporate governance

Strategic plan to enhance shareholder value

Take advantage of industry consolidation to increase
market share among customers who value personal approach
and relationship banking

Expand operations in markets with significant growth
opportunities

Continue investing in updated technologies

Execute our retail strategy:

Open branches in new markets

Reinforce our brand image

Introduce new products and enhanced services

Focus on central value proposition: delivering high-quality
personal banking service in a convenient and efficient manor

“Round out” value to customers with enhanced consumer
and small business products and services

Continue developing and recruiting top talent

Keys to success

EPS growth

Manage cost of funds

Continue to decrease gap in deposit costs relative to peers
through smart retail expansion

Reposition borrowings

Stronger efficiency ratio

Expense control through operational improvement initiatives

Revenue enhancements through broader customer
penetration

Even better risk profile

Broaden and diversify loan portfolio

Better penetration of target commercial borrowers: Small
Business, Commercial & Industrial

New markets

Improve retail lending capabilities

Maintain

Relationship-based community banking model

Strength as middle-market commercial lender

Expand

Attract lower-cost deposits in new markets

Increased effort to expand retail and small business lending

Emerging markets focus: Middlesex, Monmouth, Ocean, Bucks

Generate additional commercial loan fee income

Cash management and related products

Explore

“Opportunistic” acquisitions, if available

The path to enhancing shareholder value

YNB team has the expertise to continue
building shareholder value

Senior, seasoned bankers with strong relationships to
generate assets

Stable executive management that has infused additional
senior and mid-level expertise

Solid mid-cap financial services public company experience

Collective expertise successfully leading strategic growth
initiatives

Agenda

Executive summary

Company overview

Historical financial performance

Strategic plan to increase shareholder value

Recent events and corporate governance

Summary of recent events

July 2004:

Seidman group files 13-D announcing ownership position over 5%

Feb 2005:

YNB and Seidman enter into a consulting agreement

Consulting agreement meant to allow Seidman access to management without creating the
highly detrimental impression that YNB is “in play”

Feb 2005 – Jan 2006

Seidman meets and speaks on numerous occasions with YNB’s management team and
select members of the Board of Directors

YNB reviews each of Seidman’s thoughts and recommendations

In the end, Seidman’s ideas relate to short-term gains – inconsistent with Board’s longer-
term plan for footprint expansion and value creation

May 2005 – July 2005

Seidman formally requests to be added to the YNB Board of Directors

YNB nominating committee reviews Seidman’s application and Board chooses not to
support his nomination

Seidman track record supported this decision: no record of long-term value creation, has
only pushed to force sales, operating performance deteriorates at companies where
Seidman gets involved

March 2006

Dennis Pollack, member of Seidman’s group, nominates himself and two others for the
Board in opposition to the three existing Board members proposed by YNB

YNB Board supports incumbents and strategic plan for increasing value

The dissidents’ agenda may negatively
impact shareholder value

Seidman group has no track record for creating long-
term value

No new ideas for improving operations

Seidman group has never created value, has only liquidated it

A forced sale, without regard to market timing, not expected to
produce as great a level of shareholder value as the continued
execution of the strategic plan

Election of Seidman slate could interrupt strategic plan
and diminish value

Uncertainty can cause customer defection and make new
customer acquisition difficult

Could impede efforts to attract and retain key talent

Strong Corporate Governance Profile

Board comprised of a majority of independent outside directors (9/13)

Board has a Nominating and Governance Committee to oversee the corporate
governance of the company

Nominating and Governance, Compensation, and Audit committees are
composed solely of independent, outside directors

Position of Chairman and CEO are separate

All directors attended over 75% of meetings in 2005

No Board member serves on more than two other public companies

Board has relevant mix of talents: community involvement, business acumen,
financial knowledge, real estate lending

Code of Ethics and Business Code of Conduct in place for several years

Strong Corporate Governance Profile (cont’d)

Company does not have a poison pill

ISS deemed shareholder value transfer of 2005 Equity Incentive Plan to be
reasonable

Average options granted in the past three years less than 1% of total shares
outstanding

Options have never been re-priced

All current equity incentive plans have been approved by shareholders

All directors own stock (11.4% of total)

CEO Patrick M. Ryan owns 2.2%

President and COO F. Kevin Tylus owns 1.4%

Strong Corporate Governance Quotient: outperformed 61% of Russell 3000
companies and 71% of bank peer group

YNB's Directors are highly qualified and
dedicated

Samuel D. Marrazzo

CEO of Marrazzo Supermarkets

Member of the Executive Committee of the Retail Marketing Group

Experienced developer of commercial real estate

YNB Board Committee Service: Nominating and Governance

Louis R. Matlack

Principal and Founder, Matlack Mediation

Executive at Scott Paper for 12 years

CEO of George Wetherill, Inc. for five years

YNB Board Committee Service: Audit, Strategic Planning

George D. Muller

President of Flemington Glass for 35 years

Former Chairman of the Board for Flemington National Bank & Trust

Former Chair, Carnegie Bank Business Development Board

Chairs YNB Board Compensation and Compliance Committees, also serves
on Audit Committee

Nominees all are well-respected locally, and live and work in the
communities we serve

Supporting YNB’s nominees preserves and
creates value

YNB will continue to execute its strategic plan to enhance
franchise value and deliver increased value to shareholders

Board and management are committed to enhancing value for
all shareholders

Management has the expertise to execute the strategy

YNB’s director nominees have the knowledge and expertise to
help lead YNB and continue increasing long-term shareholder
value

Vote the BLUE proxy card to

Elect YNB’s Directors