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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Washington, DC 20219

**Community Development Investment Letter #2003-1**

**April 2004**

September 26, 2003 **12 CFR 24**

Mr. Stephen P. Davey

Senior Vice President-Risk Management

Valley National Bank

1455 Valley Road

Wayne, New Jersey 07470

Dear Mr. Davey:

This letter responds to your request for prior approval from the Office
of the Comptroller of the Currency (the "OCC") that we received on July
22, 2003, and additional information you provided. Valley National Bank
(the "Bank") proposes to make an equity investment of \$1,400,000 in the
Workforce Investment Fund-A LLC (the "Fund") under the requirements of
12 USC § 24 (Eleventh) (the "Statute") and 12 CFR Part 24 (the
"Regulation") concerning national bank community and economic
development entities, community development projects, and other public
welfare investments.

Based on the Bank's proposal, we believe that the proposed investment by
the Bank in the Fund primarily promotes the public welfare and is
consistent with the Statute and Regulation. The investment, therefore,
is approved.

The Bank's proposal indicates that the purpose of the investment in the
Fund is to primarily benefit low- and moderate-income individuals, low-
and moderate-income areas, and other areas targeted for redevelopment by
the federal government as Renewal Communities, by providing community
services and permanent jobs for low- and moderate-income individuals.
The Fund will demonstrate nonbank community involvement because its
managing member, the Workforce Investment Company, is a national
nonprofit financial intermediary whose board appointments are controlled
jointly by The Enterprise Foundation and the Local Initiatives Support
Corporation.

The Bank's proposed investment in the Fund will be used by the Fund to
invest in an operating company, the NCC LLC (the "LLC"). The LLC's
managing member will be a wholly owned, nonprofit subsidiary of the New
Community Corporation ("NCC"). NCC is located in a low- to
moderate-income area in Newark, New Jersey, and is a community
development corporation that serves low-and moderate-income
neighborhoods in Newark and develops affordable housing and community
revitalization projects. The LLC also will be located in a low- and
moderate-income area of Newark.

The primary purpose of the LLC will be to employ individuals, which
employment is expected to qualify the LLC for federal employment tax
credits, including the Work Opportunity Credit, the Welfare-to-Work
Credit, and the Renewal Community Employment Credit. The LLC will assign
the individuals to provide labor hours at NCC and other Newark-area
institutions on a temporary and permanent basis through contracts with
those institutions, including many institutions located in low- and
moderate-income areas and in areas of Newark that have been targeted for
redevelopment by the federal government as Renewal Communities. The Bank
indicates that most of these individuals will be low- and
moderate-income individuals, and some may reside in low- and
moderate-income areas and/or in Renewal Communities. The jobs will
involve a range of work, including clerical, retail, security, and
building maintenance. The LLC also will provide job training, medical
insurance, and employee assistance programs, including counseling, for
its employees. These services are intended to enable these individuals,
who have limited job opportunities and experience, to overcome obstacles
to continued employment and to advance in the workforce.

The Bank's aggregate outstanding investments and commitments under the
Regulation, including the investment being proposed, is less than **\[
\]** percent of its capital and surplus. The investment will not expose
the Bank to unlimited liability and is consistent with the Bank's safe
and sound operation. The Bank's outstanding investments may not exceed
**\[ \]** percent of its capital and surplus without prior, written
approval by the OCC. In no event shall the Bank's aggregate investments
under the Statute and the Regulation exceed 10 percent of its capital
and surplus.

If requested by the OCC, the Bank will provide reports concerning its
investment in the Fund and the Fund's financial status, activities, and
accomplishments. Copies of all reports submitted to the OCC are to be
forwarded to the Deputy Comptroller, Mid-Size and Credit Card Bank
Supervision.

The opinion set forth in this letter is based on information and
representations provided to us by the Bank. Any change in the nature,
amount, or purpose of the Bank's investment, or in the purposes and
activities of the Fund or the LLC could result in a different opinion
being rendered concerning the conformance of the Bank's investment with
the Statute and the Regulation.

This opinion regarding the Bank's Part 24 investment and the activities
and communications by the OCC employees in connection with the filing,
does not constitute a contract, express or implied, or any other
obligation binding upon the OCC, the U.S., any agency or entity of the
U.S., or any officer or employee of the U.S., and does not effect the
ability of the OCC to exercise its supervisory, regulatory, and
examination authorities under applicable law and regulations. The
foregoing may not be waived or modified by any employee or agent of the
OCC or the U.S.

If you have questions regarding this letter, please contact Karen
Bellesi, Manager, Community Development Investments at (202) 874-4930.
You may also access general information about the OCC's Community
Development Corporation Investment Program (Part 24), including the CD-1
Form, at: www.occ.treas.gov/cdd/commfoc.htm.

Sincerely,

/s/ Barry R. Wides

Barry R. Wides

Director

Community Development Division

cc: Gerald Lipkin, Chairman, CEO and President, Valley National Bank