**Corporate Decision #2005-03**

**June 2005**

May 13, 2005

Mr. Alan Eskow

Executive Vice President

Valley National Bank

1455 Valley Road

Wayne, New Jersey 07470

Re: Application to merge NorCrown Bank, Livingston, New Jersey, with and
into

Valley National Bank, Passaic, New Jersey, under the charter and title
of the latter.

Also, Valley National Bank's application to proceeded with the
establishment of the

approved but un-opened NorCrown branch located in Vernon, New Jersey.

Application Control Numbers: 2004-NE-02-0050 and 2004-NE-05-0229

Charter Number: 15790

Dear Mr. Eskow:

This is to inform you that the Office of the Comptroller of the Currency
(OCC) approved the application to merge NorCrown Bank, Livingston, New
Jersey (NorCrown) with and into Valley National Bank, Passaic, New
Jersey (Valley), under the charter and title of the latter. The OCC also
approved Valley's application to establish NorCrown's approved but
unopened branch located at 155 Pompton Avenue, Vernon, Essex County, New
Jersey, 097044.

This approval was granted based on a thorough review of all information
available, including commitments and representations made in the
application, the merger agreement, and those of your representatives.

The OCC reviewed the proposed merger under the criteria of the Bank
Merger Act (12 U.S.C. § 1828(c)), the Community Reinvestment Act (12
U.S.C. §§ 2901 [et]{.underline} [seq]{.underline}.), and applicable OCC
regulations, including 12 C.F.R. § 5.33, and policies. Among other
matters, we found that the proposed transaction would not have any
anticompetitive effects. The OCC considered the financial and managerial
resources of the banks, their future prospects, and the convenience and
needs of the communities to be served. In addition, the Bank Merger Act
requires the OCC to consider, "\... the effectiveness of any insured
depository institution involved in the proposed

Mr. Alan Eskow

Valley National Bank

2004-NE-02-0050

Page 2

merger transaction in combating money laundering activities, including
in overseas branches." (12 U.S.C. § 1828(c)(11)) We considered these
factors and believe the approval of this transaction is consistent with
the statutory provisions.

As a reminder, the district office must be advised in writing 10 days in
advance of the desired effective date for the merger so that the OCC may
issue the necessary certification. The effective date must be after the
expiration of the period during which the Department of Justice may file
an injunction to stop the merger, (at least 15 days after the date of
this letter) and after all other regulatory approvals have been
obtained.

The OCC will issue a letter certifying consummation of the transaction
when we have received:

1)  A Secretary's Certificate for each institution, certifying that a
    majority of the board of directors approved the transaction, if not
    previously provided.

2)  A Secretary's Certificate for each institution, certifying that the
    shareholder approvals have been obtained, if not previously
    provided.

3)  An executed merger agreement with Articles of Association for the
    resulting bank attached, if not previously provided.

If the merger is not consummated within one year from the approval date,
the approval shall automatically terminate, unless the OCC grants an
extension of the time period.

With respect to the approved but un-opened branch, the district office
must be advised in writing within 10 days after the opening of the
branch so the OCC may complete its records. Please reference the
application control number 2005-NE-05-0229 in your letter.

Please be advised that the OCC is also authorizing the resulting bank,
should the combination occur between Call Report dates, to recalculate
its legal lending limit. The new lending limit should be calculated by
using data from the last Call Report of the individual banks filed prior
to consummating the merger, as adjusted for the combination. The
resulting bank will then file a new Call Report and begin calculating
its legal lending limit according to 12 C.F.R. §32.4(a) at the end of
the quarter following consummation of the combination.

This approval, and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the

Mr. Alan Eskow

Valley National Bank

2004-NE-02-0050

Page 3

OCC, the U.S., any agency or entity of the U.S., or any officer or
employee of the U.S., and do not affect 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 any questions, please contact Gabriel Butler, Licensing
Analyst, at (212) 790-4055.

Sincerely,

**signed**

Stephen A. Lybarger

Director for Licensing Activities

Comptroller of the Currency