AGREEMENT AND PLAN OF MERGER

                 THIS AGREEMENT AND PLAN OF MERGER, dated November 9, 2004 (this “ Agreement ”), is among Valley National Bancorp, a corporation chartered under the laws of the State of New Jersey (“ Valley ”), Valley National Bank, a national banking association and a wholly-owned subsidiary of Valley (“ VNB ”), NorCrown Bank, a commercial bank chartered under the laws of the State of New Jersey (“ NorCrown ”), and The NorCrown Trust, a trust organized under the laws of the State of New Jersey, and the sole shareholder (except for 2,825 shares owned by current and former directors of NorCrown) of NorCrown (the “ Trust ”).

                 WHEREAS, Valley and VNB desire to acquire NorCrown and NorCrown’s Board of Directors has determined, based upon the terms and conditions hereinafter set forth, that the acquisition described herein is in the best interests of NorCrown and its shareholders; and

                 WHEREAS, the Trust, as the sole shareholder (except for 2,825 shares described above) of NorCrown, has determined to enter into this Agreement providing for the acquisition of NorCrown by Valley and VNB as described herein; and

                 WHEREAS, the acquisition will be accomplished by merging NorCrown into VNB with VNB as the surviving bank, and the shareholders of NorCrown receiving the consideration hereinafter set forth; and

                 WHEREAS, for federal income tax purposes, it is intended that the above-described transaction shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended; and

                 WHEREAS, the Boards of Directors of Valley, VNB and NorCrown have each duly adopted and approved this Agreement and the Board of Directors of NorCrown has directed that it be submitted to its shareholders for approval; and

                 WHEREAS, as a condition precedent to entering into this Agreement, Valley has required that NorCrown grant it an option to purchase certain authorized but unissued shares NorCrown common stock and, as a consequence, Valley and NorCrown have entered into a Stock Option Agreement, dated the date hereof (the “ Valley Option Agreement ”).

                 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

THE MERGER

        1.1.        The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.7), NorCrown shall be merged with and into VNB under the charter of VNB (the “ Merger ”) in accordance with the provisions of the National Bank Act, as amended (the “ National Bank Act ”), the regulations of the Office of the Comptroller of the Currency (the “ OCC ”), the New Jersey Banking Act of 1948, as amended (the “ New Jersey Banking Act ”), and the regulations of the Department of Banking and Insurance of the State of New Jersey (the “ Department ”). In the merger VNB shall be the receiving association, as that term is used in Section 215a of the National Bank Act (the “ Surviving Bank ”), the name of which shall be Valley National Bank. The principal office of the Surviving Bank shall be the principal office of the VNB.

        1.2.        Effect of the Merger . The Merger shall have the effects set forth in Section 215a of the National Bank Act for the merger of a state bank into a national banking association located within the same state. In furtherance and not in limitation of the foregoing, at the Effective Time: the corporate existence of each of NorCrown and VNB (the “ Merging Banks ”) shall be merged into and continue in the Surviving Bank and the Surviving Bank shall be deemed to be the same corporation as each of the Merging Banks; all rights, franchises and interests of the individual Merging Banks in and to every type of property and choses in action shall be transferred to and vested in the Surviving Bank by virtue of the Merger without any deed or other transfer; the Surviving Bank shall succeed to all of the relationships, fiduciary or otherwise, of each of the Merging Banks as fully and to the same extent relationships had been originally entered into by the Surviving Bank; and the Surviving Bank shall be responsible for all of the liabilities of each of the Merging Banks.

        1.3.        Articles of Association . The Articles of Association of VNB as they exist immediately prior to the Effective Time shall continue as the Articles of Association of the Surviving Bank.

        1.4.        Bylaws . The Bylaws of VNB as they exist immediately prior to the Effective Time shall continue as the Bylaws of the Surviving Bank until otherwise amended as provided by law.

        1.5.        Directors and Officers . At the Effective Time, the directors of VNB shall become the directors of the Surviving Bank. At the Effective Time, the officers of VNB shall become the officers of the Surviving Bank.

        1.6.        Capital Stock . As of September 30, 2004, VNB had capital of $772,738,781, divided into 4,287,070 shares of common stock (“ VNB Common Stock ”), each of $5.00 par value, $111,535,911 of surplus, and undivided profits of $639,767,520. As of September 30, 2004, NorCrown had capital of $46,529,000, divided into 5,249,750 issued and outstanding shares of common stock (excluding treasury shares) (“ NorCrown Common Stock ”), $16,394,000 of surplus, and $19,635,441 of undivided profits. At the Effective Time, the amount of capital stock of VNB shall be $917,969,000, divided into 4,287,070 shares of common stock, each of $5.00 par value, and VNB shall have a surplus of and undivided profits of $896,533,650, including capital reserves, which when combined with the capital and surplus of NorCrown will be equal to the combined capital structures of VNB and NorCrown as stated in the preceding two sentences, adjusted however, for earnings and dividends declared and paid by VNB and NorCrown between September 30, 2004 and the Effective Time.

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        1.7.        Effective Time and Closing . Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m., at the offices of Valley, 1455 Valley Road, New Jersey, on a date (the “ Closing Date ”) which shall be within ten business days following the receipt of all necessary regulatory and governmental approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing), with the exact date determined by Valley and specified in a written notice to NorCrown. The Merger shall become effective (and be consummated) at the date and time (the “ Effective Time ”) specified in a notice to the OCC (the “ OCC Notice ”) which will be filed by VNB with the approval of NorCrown, which approval shall not be unreasonably withheld or delayed. VNB shall file the OCC Notice immediately after the Closing.

        1.8.        Alternative Transaction Structures . The parties agree that Valley may change the method of effecting the business combination with NorCrown, including, without limitation, by merging a wholly owned direct Subsidiary (as hereinafter defined) of Valley into NorCrown, and NorCrown shall cooperate in such efforts, including by entering into an appropriate amendment to this Agreement; provided, however, that any such Subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement and that any actions taken pursuant to this Section 1.8 shall not (i) alter or change the kind or amount of consideration to be issued to holders of NorCrown Common Stock, (ii) adversely affect the tax consequences of the transaction to the holders of NorCrown Common Stock, (iii) materially impede or delay receipt of any required regulatory approval or consummation of the Merger, or (iv) otherwise cause any closing condition to become incapable of being fulfilled (unless duly waived by the party entitled to the benefits thereof).

ARTICLE II

CONVERSION OF NORCROWN SHARES

        2.1.        Conversion of NorCrown Stock . Except for shares of NorCrown Common Stock held by any shareholder validly exercising dissenters’ rights (“ Dissenting Shares ”), the shares of NorCrown Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time as follows:

        (a)        Consideration . Subject to the provisions of this Section 2.1, including the election provisions provided for hereunder, each share of NorCrown Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of NorCrown Common Stock held in treasury pursuant to Section 2.4 and any Dissenting Shares) shall be converted at the Effective Time into the right to receive (x) that number of shares of common stock, no par value, of Valley (“ Valley Common Stock ”) equal to the Exchange Ratio (as defined below) and (y) cash in an amount equal to $13.4292 (the “ Per Share Cash Consideration ”). For purposes of determining the Exchange Ratio, the following terms shall have the following meanings:

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                         (i)        “ Closing Price ” shall mean the closing sale price of Valley Common Stock on a Trading Day as supplied by the New York Stock Exchange (as reported in The Wall Street Journal or, if not reported thereby, another mutually agreed to authoritative source).

                         (ii)        “ Trading Day ” shall mean a day for which a Closing Price is so supplied.

                         (iii)        “ Average Closing Price ” shall mean the average of the Closing Prices on the twenty Trading Days immediately preceding the date which is 5 business days prior to the Closing Date.

                         (iv)        “ Exchange Ratio ” shall mean $13.4292 divided by the Average Closing Price, rounded to four decimal places.

               An appropriate legend will be placed on all certificates representing Valley Common Stock issued in the Merger evidencing that the shares are being issued in a private placement. Valley agrees to remove such legends upon written request, accompanied by a letter, from a law firm and in form and substance acceptable to Valley, opining that such legends are no longer required by applicable securities laws.

                The shareholders of NorCrown (each a “ Shareholder ” and collectively the “ Shareholders ”) shall each have the right to elect to receive, in exchange for each share of NorCrown Common Stock held by such Shareholder, either (i) (A) that number of shares of Valley Common Stock as is equal to the Exchange Ratio, plus (B) the Per Share Cash Consideration (collectively, the “ Per Share Cash/Stock Consideration ”), or (ii) $26.8584 in cash (the “Per Share All Cash Consideration ”), provided , however , that any Shareholder seeking to receive shares of Valley Common Stock in exchange for their NorCrown Common Stock shall be required to execute an Investor Certificate in the form attached hereto as Exhibit A , or, in the case of the Trust, an Investor Certificate in the Form of Exhibit B . Any Shareholder electing to receive Valley Common Stock who fails to deliver a Investor Certificate or any Shareholder failing to make an election shall, notwithstanding such election or failure to elect, receive the Per Share All Cash Consideration in exchange for their NorCrown Common Stock. Any election shall be applicable to all shares of NorCrown Common Stock held by the Shareholder making the election. Concurrently with the execution of this Agreement, the Trust has irrevocably agreed to elect to receive the Per Share Cash/Stock Consideration.

        (b)        Fractional Shares . No fractional shares of Valley Common Stock shall be issued pursuant to the Merger, and, in lieu thereof, a cash payment shall be made equal to the Average Closing Price multiplied by the fraction of a share which would otherwise have been issued.

        (c)        Cancellation of NorCrown Certificates . After the Effective Time, each share of NorCrown Common Stock shall no longer be outstanding and shall automatically be converted into the right to receive, and each of the certificates (the “ Certificates ”) previously evidencing any shares of NorCrown Common Stock outstanding immediately prior to the Effective Time (other than any shares of NorCrown Common Stock held in treasury pursuant to Section 2.4) shall thereafter represent the right to receive the consideration described in Sections 2.1(a) and 2.1(b) hereof. After the Effective Time, the Shareholders shall cease to have any rights with respect to their shares of NorCrown Common Stock except as otherwise provided herein or by law. The Certificates shall be exchanged for certificates evidencing shares of Valley Common Stock and/or cash issued pursuant to this Article II, upon the surrender of such Certificates in accordance with this Article II.

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        (d)            Election and Exchange Procedures .

        (1)        The election required by Section 2.1(a) and the exchange required by Section 2.2(c) shall be made by the Shareholders by mailing to the Exchange Agent a Form of Election. A Form of Election must be properly completed, signed and submitted to the Exchange Agent by the Shareholder and accompanied by all the certificates representing the shares of NorCrown Common Stock as to which the election is being made. Valley will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted and to disregard immaterial defects in Forms of Election. The good faith decision of Valley (or the Exchange Agent) in such matters shall be conclusive and binding, provided that Valley (and the Exchange Agent) does not act unreasonably. Neither Valley nor the Exchange Agent will be under any obligation to, but Valley and the Exchange Agent may (if they choose to do so), notify any person of any defect in a Form of Election submitted to the Exchange Agent. Valley and NorCrown shall each use its best efforts to mail the Form of Election to all persons who are holders of record of NorCrown Common Stock on the record date for the Shareholders’ Meeting (as hereinafter defined) at least the date fifteen calendar days prior to the anticipated Effective Time. A Form of Election must be received by the Exchange Agent by the close of business on the third business day prior to the Closing in order to be effective. All elections will be irrevocable.

                (2)        Upon surrender of certificates of NorCrown Common Stock for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the Record Holder shall be entitled to promptly receive in exchange for such Certificates the consideration as provided in Section 2.1(a) hereof and the certificates so surrendered shall be canceled. The Exchange Agent shall not be obligated to deliver or cause to be delivered to any Shareholder the consideration to which such Shareholder would otherwise be entitled until such Shareholder surrenders the certificates for exchange or, in default thereof, an appropriate Affidavit of Loss and Indemnity Agreement and/or a bond as may be reasonably required in each case by Valley. Notwithstanding the time of surrender of the certificates, Shareholders shall be deemed shareholders of Valley (if election to receive the Per Share Cash/Stock Consideration is made) for all purposes from the Effective Time, except that Valley shall withhold the payment of dividends from any Shareholder until such Shareholder effects the exchange of certificates for Valley Common Stock. (Such Shareholder shall receive such withheld dividends, without interest, upon effecting the share exchange.)

        (e)        Closing Statement; Estimate .

                (1)        Within 30 days after Closing, Valley shall deliver to the Trust a statement (the “Closing Statement ”) setting forth the balance sheet of NorCrown and Shareholders’ Equity as of the Closing Date and a written report setting forth the calculations of the Closing Statement, Shareholders’ Equity and Adjusted Shareholders’ Equity. “ Shareholders’ Equity ” means the shareholders’ equity of NorCrown as of the Closing Date prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a basis consistent with the preparation of the NorCrown Financial Statements (as such term is defined in Section 3.4). Notwithstanding the foregoing, Shareholders’ Equity as of the Closing Date shall be determined after accruing the following fees and expenses whether or not then payable: (i) all legal fees and expenses of NorCrown incurred in connection with any regulatory investigation, enforcement action, or agreement related to NorCrown or the Trust, (ii) all of the expenses (including professional fees and expenses) incurred by NorCrown in connection with the Merger, and (iii) all Taxes (as such term is defined in Section 3.8).

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                 Adjustments will then be made to Shareholders’ Equity to determine the Adjusted Shareholders’ Equity. “ Adjusted Shareholders Equity ” means the Shareholders’ Equity adjusted on an after-tax basis as follows: (i) any severance payments paid or accrued as of the Closing Date will be added back, (ii) any stay bonuses paid or accrued by NorCrown as of the Closing Date will be added back (subject to a maximum of $495,000), (iii) any Change in Control contract payments paid to employees or accrued by NorCrown as of the Closing Date will be added back (subject to a maximum of $778,906), (iv) termination fees for FSI data contracts paid or accrued as of the Closing Date will be added back (maximum of $1,840,000), (v) professional fees and expenses of the Merger paid or accrued as of the Closing Date will be added back (maximum of $125,000), (vi) any of the adjustments required by SFAS No. 115 will disregarded; (vii) any gains or losses from the sale of investment securities sold during the period from 30 days prior to the date hereof to the Closing Date will be disregarded; and (viii) any pending claims for indemnity under the NorCrown Governing Documents (as such term is defined in Section 3.1(a) hereof) will be subtracted.

                 If the Trust objects to the information set forth therein, the Trust shall, within 30 days after delivery of the Closing Statement, deliver a written notice (the “ Disputed Items Notice ”) to Valley specifying in detail the basis for such objection and setting forth the Trust’s computation of the items in dispute (each, a “ Disputed Item ”). The Trust shall have prompt and reasonable access to all books and records of NorCrown to the extent relating to the Trust’s review of the Closing Statement. Valley and the Trust shall promptly attempt to resolve the Disputed Items and agree upon a final Closing Statement.

                (2)        If the Trust and Valley shall be unable to resolve the Disputed Items in the Disputed Items Notice within 15 days after delivery thereof, a nationally recognized certified public accounting firm selected by mutual agreement of Valley and the Trust (the “ Arbiter ”) shall resolve the Disputed Items and determine the Shareholders’ Equity and Adjusted Shareholders’ Equity as of the Closing by reference to the Closing Statement (the “ Final Determination ”); provided , however , the Arbiter shall only determine those items set forth in the Disputed Items Notice and shall have prompt and reasonable access to all books and records of NorCrown to the extent that they relate to the Arbiter’s review of the Disputed Items. The Final Determination shall be rendered by the Arbiter to Valley and the Trust within 60 days after expiration of the 15-day time frame set forth in clause (2) of this Section 2.1(e). The Final Determination shall be final and binding on the parties hereto and may not be disputed by Valley or the Trust in any forum or by any means and shall hereinafter be referred to as the “ Final Closing Statement .”

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                (3)        If the Trust shall not have delivered a Disputed Items Notice to Valley within 30 days after delivery of the Closing Statement or prior thereto, the Trust shall be deemed to have accepted by written notice to Valley the Closing Statement; such Closing Statement shall be conclusively presumed to be true and correct in all respects and shall be binding upon the parties hereto and may not be disputed by any party in any forum or by any means, and shall hereinafter be referred to as the “ Final Closing Statement .”

                (4)        To the extent that the Adjusted Shareholders’ Equity agreed to (or deemed agreed to) by the parties in the Final Closing Statement is less than $47,000,000 (the “ Target Shareholders’ Equity ”), the amount of such deficiency shall be defined as the “ Closing Statement Deficit. ” In the event there is a Closing Statement Deficit, the Trust shall pay to Valley, within 3 business days following the final determination of the Adjusted Shareholders Equity, the amount of such Closing Statement Deficit by directing the Indemnification Escrow Agent (as such term in defined in Section 8.4) to release such portion of the Indemnification Escrow Shares (as such term in defined in Section 8.4) as is equal to the Closing Statement Deficit to Valley in accordance with the terms of the Indemnification Escrow Agreement (as such term in defined in Section 8.4).

        2.2.        Exchange of Shares .

        (a)        The parties shall exchange all the Certificates (other than those representing NorCrown Common Stock held by dissenting Shareholders, if any) for all of the consideration provided for in Section 2.1 at the Closing. Upon surrender of a Certificate for exchange and cancellation at Closing (or if applicable with respect to any shares of NorCrown Common Stock held by dissenting Shareholders, after Closing), the record holder of the shares represented by the Certificate shall receive in exchange for the Certificate the consideration as provided in Section 2.1 hereof and the Certificate so surrendered shall be cancelled. No Shareholder will receive the consideration to which that Shareholder would otherwise be entitled until the Shareholder surrenders the Certificate for exchange or, in lieu thereof, an appropriate Affidavit of Loss and Indemnity Agreement and/or a bond as may be reasonably required in each case by Valley. Notwithstanding the time of surrender of the Certificates, the Shareholders shall be deemed shareholders of Valley for all purposes from the Effective Time, except that Valley shall withhold the payment of dividends from any Shareholder until that Shareholder effects the exchange of his Certificates for Valley Common Stock. The Shareholder shall receive such withheld dividends, without interest, upon effecting the share exchange. Notwithstanding the foregoing, all payments for shares of NorCrown Common Stock held by dissenting Shareholders, if any, shall be made in accordance with applicable statutory law or regulations.

        (b)        After the Effective Time, there shall be no transfers on the stock transfer books of NorCrown of the shares of NorCrown Common Stock which were outstanding immediately prior to the Effective Time and, if any Certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the consideration as provided in Section 2.1 hereof.

        (c)        If payment of the consideration as provided in Section 2.1 hereof is to be made in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to either, at the election of Valley, (i) VNB’s trust department or (ii) American Stock Transfer & Trust Company (in either case, the “ Exchange Agent ”) in advance any transfer or other taxes required by reason of the payment to a person other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.

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        2.3               VNB Common Stock . The shares of common stock of VNB outstanding immediately prior to the Effective Time shall not be affected by the Merger but shall be the same number of shares of the Surviving Bank.

        2.4               Certain NorCrown Shares Retired .  Each share of NorCrown Preferred Stock and each share of NorCrown Common Stock that is held in the treasury of NorCrown shall be cancelled and retired at the Effective Time and no capital stock of Valley, cash or other consideration shall be paid or delivered in exchange therefor.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

NORCROWN BANK

                References herein to the “ NorCrown Disclosure Schedule ” shall mean all of the disclosure schedules required by this Agreement, dated as of the date hereof and referenced to the specific sections and subsections of this Agreement, which have been delivered on the date hereof, by NorCrown to Valley and VNB. NorCrown hereby jointly and severally represents and warrants to Valley and VNB as follows:

        3.1.        Organization .

                     (a)        NorCrown is a commercial bank organized under the laws of the State of New Jersey the deposits of which are insured by the Bank Insurance Fund (“ BIF ”) of the Federal Deposit Insurance Corporation (the “ FDIC ”) to the fullest extent permitted by law. NorCrown is duly organized, validly existing and in good standing under the laws of the State of New Jersey. NorCrown has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect on the business, operations, assets or financial condition of NorCrown or its Subsidiaries. The NorCrown Disclosure Schedule sets forth true and complete copies of the Certificate of Incorporation and Bylaws (such documents or similar governing documents for an entity are referred to herein as the entity’s “ Governing Documents ”) of NorCrown as in effect on the date hereof. The term “ Subsidiaries ”, when used in this Agreement with respect to NorCrown, means any corporation, joint venture, association, partnership, trust or other entity in which NorCrown owns, directly or indirectly, at least a 50 percent voting interest in electing the Board of Directors or others performing similar functions with respect to such entity or acts as a managing member or general partner. Except as set forth in the NorCrown Disclosure Schedule , NorCrown does not own or control, directly or indirectly, any equity interest in any corporation, company, association, partnership, joint venture or other entity and owns no real estate, except real estate used for its banking premises and except for real estate in foreclosure with a fair market value of less than $500,000.

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                     (b)        Except as set forth on the NorCrown Disclosure Schedule , NorCrown does not have any Subsidiaries. Each of the Subsidiaries set forth on the NorCrown Disclosure Schedule is (i) duly organized, validly existing and in good standing under the laws of their respective jurisdictions and (ii) has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect on NorCrown.

                     (c)        For purposes of this agreement, “ Material Adverse Effect ” means any change, circumstance or effect that has a material adverse effect on the business, operations, assets or financial condition of such entity and its Subsidiaries taken as a whole.

        3.2.        Capitalization . The authorized capital stock of NorCrown consists of 15,000,000 shares of NorCrown Common Stock and 5,000,000 shares of NorCrown’s perpetual non-cumulative preferred stock (“ NorCrown Preferred Stock ”). As of the date hereof, there were (i) 5,249,750 shares of NorCrown Common Stock outstanding and no shares of NorCrown Common Stock held in the treasury, and (ii) no shares of NorCrown Preferred Stock outstanding and no shares of NorCrown Preferred Stock held in the treasury. All issued and outstanding shares of NorCrown Common Stock have been duly authorized and validly issued, and are fully paid and no assessment has been made on such shares. The authorized but unissued shares of NorCrown Common Stock are not subject to pre-emptive rights. Except for the Valley Option Agreement, NorCrown does not have, nor is it bound by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of NorCrown or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to subscribe for any such shares, and other than the trust agreement of the Trust, there are no agreements or understandings with respect to voting of any such shares to which the Bank is a party.

        3.3.        Authority; No Violation .

                     (a)        Other than the ownership by NorCrown’s current and former directors of a total of 2,825 shares, the Trust is the only Shareholder of record of NorCrown. The execution and delivery of this Agreement and the consummation of the Merger and all other transactions contemplated hereby have been duly and validly approved by the Board of Directors of NorCrown. Such approvals are valid and binding under all applicable laws, regulations and regulatory orders or consents binding upon NorCrown or any of the directors of NorCrown. Subject to the parties obtaining the bank regulatory consents and approvals described in the last sentence of paragraph (b) below and subject to obtaining Shareholder approval as and when required by applicable law, NorCrown has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof and no further corporate proceedings on the part of NorCrown are necessary for such execution, delivery and consummation. This Agreement has been duly and validly executed and delivered by NorCrown and constitutes the valid and binding obligation of NorCrown, enforceable against NorCrown in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and to general principles of equity.

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                     (b)        Neither the execution and delivery of this Agreement by NorCrown, nor the consummation by NorCrown of the transactions contemplated hereby in accordance with the terms hereof, or compliance by NorCrown with any of the terms or provisions hereof, will (i) violate any provision of NorCrown’s Governing Documents or the Governing Documents of any of NorCrown’s Subsidiaries, (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to NorCrown or its Subsidiaries or any of their respective properties or assets, or (iii) except as set forth in the NorCrown Disclosure Schedule , violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of NorCrown or any of its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NorCrown or any of its Subsidiaries is a party, or by which NorCrown or any of its Subsidiaries or any of their respective properties or assets may be bound or affected except, with respect to (ii) and (iii) above, such as individually and in the aggregate will not have a Material Adverse Effect on NorCrown, or the ability of NorCrown to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC and the Department, no consents or approvals of or filings or registrations with or notices to any public body or authority are necessary on behalf of NorCrown in connection with (x) the execution and delivery by NorCrown of this Agreement and (y) the consummation by NorCrown of the transactions contemplated hereby.

        3.4.        Financial Statements .

                     (a)        The NorCrown Disclosure Schedule sets forth copies of the consolidated statements of condition of NorCrown as of December 31, 2003, 2002 and 2001, and the related consolidated statements of income, stockholders’ equity and cash flows for the periods ended December 31 in each of the three years 2001 through 2003 (the “ NorCrown Audited Statements ”), in each case accompanied by the audit report of KPMG LLP (in the case of 2003 and 2002) and Fontanella & Babbits (in the case of 2001), independent public accountants with respect to NorCrown, and the unaudited consolidated statement of condition as of September 30, 2004 and the related consolidated unaudited statement of income of NorCrown for the three- and six-month periods ended September 30, 2004 (the “NorCrown Unaudited Statements ” and, collectively with the NorCrown Audited Statements, the “ NorCrown Financial Statements ”). The NorCrown Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied during the periods involved except as indicated in the notes thereto. The NorCrown Financial Statements fairly present in all material respects the consolidated financial condition of NorCrown as of the respective dates set forth therein and the related consolidated statements of income, stockholders’ equity and cash flows fairly present in all material respects the results of the consolidated operations of NorCrown for the respective periods set forth therein.

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                    (b)        Except as set forth in the NorCrown Disclosure Schedule , the books and records of NorCrown and each of its Subsidiaries have been and are being maintained in compliance with applicable legal and accounting requirements, and reflect only actual transactions.

                    (c)        Except as set forth in the NorCrown Disclosure Schedule and as to the extent reflected, disclosed or reserved against in the NorCrown Audited Statements (including the notes thereto), as of December 31, 2003 neither NorCrown nor any of its Subsidiaries had any liabilities, whether absolute, accrued, contingent or otherwise, which are material to the business, operations, assets or financial condition of NorCrown and its Subsidiaries, taken as a whole, and which are required by GAAP to be disclosed in the NorCrown Audited Statements. Except as set forth in the NorCrown Disclosure Schedule , as and to the extent reflected, disclosed or reserved against in the NorCrown Unaudited Statements (including the notes thereto), as of September 30, 2004 neither NorCrown nor any of its Subsidiaries had any liabilities, whether absolute, accrued, contingent or otherwise, which are material to the business, operations, assets or financial condition of NorCrown or its Subsidiaries taken as a whole. Except as set forth in the NorCrown Disclosure Schedule, since September 30, 2004 and to the date hereof, neither NorCrown nor any of its Subsidiaries have incurred any liabilities except (i) in the ordinary course of business and consistent with prudent banking practice, (ii) except as specifically contemplated by this Agreement, or (iii) except as would not have a Material Adverse Effect on NorCrown.

        3.5.        Financial Advisor; Broker’s and Other Fees . Neither NorCrown nor any of its directors or officers has employed any broker or finder or incurred any finder’s fees or commissions in connection with any of the transactions contemplated by this Agreement other than fees and expenses of Ryan Beck & Co., Inc., advisor to the trust (“ Ryan Beck ”), to be paid by NorCrown, with such fees and expenses not to exceed $25,000. Except as set forth in the NorCrown Disclosure Schedule , there are no fees (other than time charges billed at usual and customary rates) payable to any brokers, finders or consultants in connection with the transactions contemplated by this Agreement or which would be triggered by consummation of the transactions contemplated by this Agreement. The fees and expenses of Ryan Beck (other than those specified above) shall be paid solely by the Trust.

        3.6.        Absence of Certain Changes or Events .

                    (a)        Except as set forth in the NorCrown Disclosure Schedule , there has not been any Material Adverse Effect on NorCrown since September 30, 2004 and to NorCrown’s knowledge, no facts or conditions exist which NorCrown believes will cause or is likely to cause such a Material Adverse Effect in the future.

                    (b)        Except as set forth in the NorCrown Disclosure Schedule , neither NorCrown nor any of its Subsidiaries has taken or permitted any of the actions set forth in Section 5.2 hereof between September 30, 2004 and the date hereof and NorCrown and the NorCrown Subsidiaries have conducted their business only in the ordinary course, consistent with past practice.

        3.7.        Legal Proceedings . Except as disclosed in the NorCrown Disclosure Schedule , (i) neither NorCrown nor any of its Subsidiaries is a party to any, and there are no pending or, to NorCrown’s knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature against NorCrown or any of its Subsidiaries and (ii) neither NorCrown nor any of its Subsidiaries is a party to any order, judgment or decree entered against NorCrown or any Subsidiary in any lawsuit or proceeding.

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        3.8.        Taxes and Tax Returns .

                     (a)        NorCrown and each Subsidiary have timely filed (and until the Effective Time will so file) all Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and, except as set forth on NorCrown Disclosure Schedule , each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due on such Returns, other than Taxes or other charges which are being contested in good faith (and disclosed to Valley in writing). NorCrown and each Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of NorCrown or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in NorCrown Disclosure Schedule , the federal income tax Returns of NorCrown and each Subsidiary have been examined by the Internal Revenue Service (the “ IRS ”) (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in NorCrown Disclosure Schedule , the applicable state income and local tax returns of NorCrown and each Subsidiary have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To NorCrown’s knowledge, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon NorCrown or any of Subsidiaries, nor has NorCrown or any of Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns.

                     (b)        Except as set forth in NorCrown Disclosure Schedule , neither NorCrown nor any of the Subsidiaries: (i) has requested any extension of time within which to file any tax Return which Return has not since been filed; (ii) is a party to any agreement providing for the allocation or sharing of taxes; (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), by reason of a voluntary change in accounting method initiated by NorCrown or any Subsidiary (nor does NorCrown have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (v) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include only NorCrown and any of Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality; (vi) has participated in or otherwise engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (vii) is a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by NorCrown of any of its Subsidiaries of any “excess parachute payments” within the meaning of Section 280G of the Code; and/or (viii) has received any claim by a Governmental Entity in a jurisdiction where it does not file Returns that it is or may be subject to taxation by that jurisdiction.

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                     (c)        Except as set forth in NorCrown Disclosure Schedule , (i) NorCrown and each of the Subsidiaries has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided bylaw, withheld and paid over to the proper Governmental Entities all material amounts required to be so withheld and paid over under applicable laws; and (ii) NorCrown and each of its Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law.

                     (d)        NorCrown has made available to Valley correct and complete copies of: (i) all material Returns filed within the past three years by NorCrown and each of its Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to NorCrown or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by NorCrown or any of its Subsidiaries with any Governmental Entities within the past five years with respect to Taxes.

                     (e)        For purposes of this Agreement, the terms: (i) “ Tax ” or “ Taxes” means: (A) any and all taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including, without limitation, income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including, without limitation, any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis and such term shall include any interest, fines penalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of an affiliated, consolidated, combined, unitary, or similar group or as a result of transferor or successor liability, and (C) any liability for the payment of any amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any amounts of the type described in (A) or (B); (ii) “ Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) “ Governmental Entity ” means any (A) Federal, state, local, municipal or foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (C) any self-regulatory organization, administrative or regulatory agency, commission or authority.

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        3.9.        Employee Benefit Plans .

                     (a)        Except as disclosed in the NorCrown Disclosure Schedule, neither NorCrown nor any of its Subsidiaries maintains or contributes to any “employee pension benefit plan”, within the meaning of Section 3(2)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) (the “ NorCrown Pension Plans ”), “employee welfare benefit plan”, within the meaning of Section 3(1) of ERISA (the “ NorCrown Welfare Plans”), stock option plan, stock purchase plan, deferred compensation plan, severance plan, bonus plan, employment agreement or other similar plan, program or arrangement. Neither NorCrown nor any of its Subsidiaries has, since September 2, 1974, contributed to any “Multiemployer Plan”, within the meaning of Sections 3(37) and 4001(a)(3) of ERISA.

                     (b)        NorCrown has delivered to Valley in the NorCrown Disclosure Schedule a complete and accurate copy of each of the following with respect to each of the NorCrown Pension Plans and NorCrown Welfare Plans: (i) plan document, summary plan description, and summary of material modifications (if not available, a detailed description of the foregoing); (ii) trust agreement or insurance contract, if any; (iii) most recent IRS determination letter, if any; (iv) most recent actuarial report, if any; and (v) most recent annual report on Form 5500, if any.

                     (c)        The present value of all accrued benefits both vested and non-vested under each of the NorCrown Pension Plans subject to Title IV of ERISA, based upon the actuarial assumptions used for purposes of the most recent actuarial valuation prepared by such NorCrown Pension Plan’s actuary, did not exceed the then current value of the assets of such plans allocable to such accrued benefits. To NorCrown’s knowledge, the actuarial assumptions then utilized for such plans were reasonable and appropriate as of the last valuation date and reflect then current market conditions.

                     (d)        During the last six years, the Pension Benefit Guaranty Corporation (the “ PBGC ”) has not asserted any claim for liability against NorCrown or any of its Subsidiaries which has not been paid in full.

                     (e)        All premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC with respect to each NorCrown Pension Plan have been paid. All contributions required to be made to each NorCrown Pension Plan under the terms thereof, ERISA or other applicable law have been timely made, and all amounts properly accrued to date as liabilities of NorCrown and its Subsidiaries which have not been paid have been properly recorded on the books of NorCrown and its Subsidiaries.

                     (f)        Except as disclosed on the NorCrown Disclosure Schedule , each of the NorCrown Pension Plans, the NorCrown Welfare Plans and each other plan and arrangement identified on the NorCrown Disclosure Schedule has been operated in compliance in all material respects with the provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder, and all other applicable governmental laws and regulations. Furthermore, the IRS has issued a favorable determination letter, which takes into account the Tax Reform Act of 1986 and (to the extent it mandates currently applicable requirements) subsequent legislation, with respect to each of the NorCrown Pension Plans and NorCrown is not aware of any fact or circumstance which would disqualify any such plan, that could not be retroactively corrected (in accordance with the procedures of the IRS).

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                     (g)        To NorCrown’s knowledge, no non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the NorCrown Welfare Plans or NorCrown Pension Plans.

                     (h)        No NorCrown Pension Plan or any trust created thereunder has been terminated, nor have there been any “reportable events”, within the meaning of Section 4043(b) of ERISA, with respect to any of the NorCrown Pension Plans.

                     (i)        No “accumulated funding deficiency”, within the meaning of Section 412 of the Code, has been incurred with respect to any of the NorCrown Pension Plans.

                     (j)        There are no pending, or, to NorCrown’s knowledge, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the NorCrown Pension Plans or the NorCrown Welfare Plans, any trusts related thereto or any other plan or arrangement identified in the NorCrown Disclosure Schedule .

                     (k)        Except as disclosed in the NorCrown Disclosure Schedule , no NorCrown Pension or Welfare Plan provides medical or death benefits (whether or not insured) beyond an employee’s retirement or other termination of service, other than (i) coverage mandated by law, or (ii) death benefits under any NorCrown Pension Plan.

                     (l)        Except with respect to customary health, life and disability benefits or as disclosed in the NorCrown Disclosure Schedule , there are no unfunded benefits obligations which are not accounted for by reserves shown on the NorCrown Financial Statements and established under GAAP, or otherwise noted on such financial statements.

                     (m)        With respect to each NorCrown Pension and Welfare Plan that is funded wholly or partially through an insurance policy, there will be no liability of NorCrown or any Subsidiary as of the Effective Time under any such insurance policy or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to or at the Effective Time.

                     (n)        Except as may hereafter be expressly agreed to by Valley in writing or as disclosed on the NorCrown Disclosure Schedule , the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of NorCrown or any Subsidiary to severance pay, unemployment compensation or any similar payment, or (ii) accelerate the time of payment, accelerate the vesting, or increase the amount, of any compensation or benefits due to any current employee or former employee under any NorCrown Pension Plan or NorCrown Welfare Plan.

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                     (o)        Except for the NorCrown Pension Plans and the NorCrown Welfare Plans, and except as set forth on the NorCrown Disclosure Schedule , neither NorCrown nor any of its Subsidiaries has any deferred compensation agreements, understandings or obligations for payments or benefits to any current or former director, officer or employee of NorCrown or any Subsidiary or any predecessor of any of them. The NorCrown Disclosure Schedule sets forth (or lists, if previously delivered to Valley with respect to such items and any supplemental retirement plan or arrangement): (i) true and complete copies of the deferred compensation agreements, understandings or obligations with respect to each such current or former director, officer or employee, and (ii) the most recent actuarial or other calculation of the present value of such payments or benefits.

                     (p)        Except as set forth in the NorCrown Disclosure Schedule , neither NorCrown nor any of its Subsidiaries maintains or otherwise pays for life insurance policies (other than group term life policies on employees) with respect to any director, officer or employee. The NorCrown Disclosure Schedule lists each such insurance policy and any agreement with a party other than the insurer with respect to the payment, funding or assignment of such policy. To NorCrown’s knowledge, neither NorCrown nor any NorCrown Pension Plan or NorCrown Welfare Plan owns any individual or group insurance policies issued by an insurer which has been found to be insolvent or is in rehabilitation pursuant to a state proceeding.

                     (q)        Neither NorCrown nor any of its Subsidiaries maintains any retirement plan for directors.

        3.10.        Reports . Except as set forth in the NorCrown Disclosure Schedule , NorCrown has, since January 1, 2001, duly filed with the Department and the FDIC in correct form all documentation required to be filed under applicable laws and regulations, and NorCrown promptly will deliver or make available to Valley accurate and complete copies of such documentation. The NorCrown Disclosure Schedule lists all examinations of NorCrown conducted by the Department and the FDIC since January 1, 2001 and the dates of any responses thereto submitted by NorCrown.

        3.11.        Compliance with Applicable Law . (a) Except as set forth in the NorCrown Disclosure Schedule, NorCrown and each of its Subsidiaries holds all material licenses, franchises, permits and authorizations necessary for the lawful conduct of its respective business, and has complied with and is not in default in any respect under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any federal, state or local Governmental Entity relating to it and neither NorCrown nor any of its Subsidiaries has received notice of violation of, nor do any of them know of any material violations of, any of the above.

        (b)        Without limiting the foregoing, to NorCrown’s knowledge NorCrown has complied in all material respects with the Community Reinvestment Act (“ CRA ”). Except as listed on the NorCrown Disclosure Schedule to NorCrown’s knowledge, no person or group has adversely commented upon NorCrown’s CRA performance.

        3.12.        Certain Contracts .

                     (a)        Except as disclosed in the NorCrown Disclosure Schedule , (i) neither NorCrown nor any Subsidiary is a party to or bound by any contract or understanding (whether written or oral) with respect to the employment or termination of any present or former officers, employees, directors or consultants and (ii) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from NorCrown or any Subsidiary to any officer, employee, director or consultant thereof. The NorCrown Disclosure Schedule sets forth true and correct copies of all such employment agreements or termination agreements with officers, employees, directors, or consultants to which NorCrown or any Subsidiary is a party.

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                     (b)        Except as disclosed in the NorCrown Disclosure Schedule (i) as of the date of this Agreement, neither NorCrown nor any Subsidiary is a party to or bound by any commitment, agreement or other instrument which contemplates the payment by NorCrown or any Subsidiary of amounts in excess of $50,000, or which has a term extending beyond June 30, 2005 and cannot be terminated by NorCrown or the Subsidiary without consent of the other party thereto, (ii) no commitment, agreement or other instrument to which NorCrown or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of NorCrown or any of its Subsidiaries to compete in any line of business or with any person, and (iii) neither NorCrown nor any Subsidiary is a party to any collective bargaining agreement.

        3.13.        Properties and Insurance .

        (a)        NorCrown and its Subsidiaries have good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NorCrown’s consolidated balance sheet as of December 31, 2003, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 2003), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that do not in the aggregate have a Material Adverse Effect on NorCrown and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to Valley prior to the date hereof. NorCrown and its Subsidiaries, as lessee, has the right under valid and subsisting leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it.

        (b)        The NorCrown Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of NorCrown and its Subsidiaries showing the scope and amount of coverage and deductibles relating thereto. Except as set forth in the NorCrown Disclosure Schedule , as of the date hereof, NorCrown has not, since January 1, 1999, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to NorCrown’s knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

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        3.14.        Minute Books . Except as set forth in the NorCrown Disclosure Schedule , the minute books of NorCrown and its Subsidiaries contain records that are accurate in all material respects of all meetings and other corporate action held of their respective Shareholders and Boards of Directors (including committees of their respective Boards of Directors).

        3.15.        Environmental Matters . Except as disclosed in the NorCrown Disclosure Schedule :

        (a)        Neither NorCrown nor its Subsidiaries have received any written notice, citation, claim, assessment, proposed assessment or demand for abatement alleging that NorCrown or its Subsidiaries (either directly or as a trustee or fiduciary, or as a successor-in-interest in connection with the enforcement of remedies to realize the value of properties serving as collateral for outstanding loans) is responsible for the correction or cleanup of any condition resulting from the violation of any law, ordinance or other governmental regulation regarding environmental matters, which correction or cleanup would be material to the business, operations, assets or financial condition of NorCrown or its Subsidiaries. Neither NorCrown nor its Subsidiaries has knowledge that any toxic or hazardous substances or materials have been emitted, generated, disposed of or stored on any real property owned or leased by NorCrown or its Subsidiaries, as OREO or otherwise, or owned or controlled by NorCrown or its Subsidiaries as a trustee or fiduciary but excluding any property which serves as collateral for any loan or other obligation which is not in default or have not been realized on by NorCrown (collectively, “Properties” ), in any manner that violates or, after the lapse of time and failure to take appropriate action would violate, any presently existing federal, state or local law or regulation governing or pertaining to such substances and materials.

        (b)        NorCrown has no knowledge that any of the Properties has been operated in any manner since the date NorCrown owned, leased or controlled such property that violated any applicable federal, state or local law or regulation governing or pertaining to toxic or hazardous substances and materials, the violation of which would have a Material Adverse Effect on NorCrown.

        (c)        To the knowledge of NorCrown, there are no underground storage tanks on, in or under any of the Properties and no underground storage tanks have been closed or removed from any of the Properties while the property was owned, operated or controlled by NorCrown.

        3.16.        Reserves . As of the date hereof the reserve for loan and lease losses set forth in the NorCrown Financial Statements is adequate at the time based upon NorCrown’s past loan loss experiences and reasonably anticipated potential losses in the portfolio at the time to cover all known or reasonably anticipated loan losses.

        3.17.        Agreements with Bank Regulators . Except as disclosed in the NorCrown Disclosure Schedule , NorCrown is not a party to any agreement or memorandum of understanding with, or a party to any commitment letter, board resolution submitted to a regulatory authority or similar undertaking to, and is not subject to any order or directive by, and is not in receipt of any extraordinary supervisory letter from, any Governmental Entity which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has NorCrown or the Trust been advised by any Governmental Entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission.

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                 3.18        Insider Loans . The NorCrown Disclosure Schedule sets forth, as of October 31, 2004, each loan, extension of credit, or guaranty from NorCrown or any of its Subsidiaries to the Trust or any person or entity known by NorCrown to a beneficiary of the Trust, any director or executive officer of NorCrown including (i) the name of the person receiving the benefit of loan, extension of credit or guaranty, (ii) if such person is other than the director or executive officer, the relationship to the Trust or a beneficiary of the Trust, a NorCrown director or executive officer, (iii) the original principal amount of such loan or extension of credit, (iv) the outstanding principal amount of such loan or extension of credit, (v) the material terms of the loan, including interest rate, type of loan, term of loan, and any other material terms.

                 3.19        Disclosure Controls and Procedures . Except as set forth in the NorCrown Disclosure Schedule, since December 31, 2002 NorCrown and each of its Subsidiaries has had in place disclosure controls and procedures reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by NorCrown in the reports that it files or submits to either the FDIC or the Department recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms of the FDIC or the Department, as the case may be, and that such information is accumulated and communicated to NorCrown’s management as appropriate to allow timely decisions regarding required disclosure. NorCrown maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the NorCrown Disclosure Schedule, none of NorCrown’s or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of NorCrown or its Subsidiaries or accountants.

                 3.20        Disclosure . No representation or warranty contained in Article III of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein not misleading in light of the circumstances in which they were made.

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ARTICLE III-A

REPRESENTATIONS AND WARRANTIES OF

THE TRUST

                 References herein to the “ Trust Disclosure Schedule ” shall mean all of the disclosure schedules required of the Trust by this Agreement, dated as of the date hereof and referenced to the specific sections and subsections of this Agreement, which have been delivered on the date hereof, by the Trust to Valley and VNB. The Trust hereby represents and warrants to Valley and VNB as follows:

          3.1-A Authority; No Violation .

        (a)        Other than the ownership by NorCrown’s current and former directors of a total of 2,825 shares of NorCrown Common Stock, the Trust is the only Shareholder of record of NorCrown. The Trust has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action of the trustee(s) of the Trust in accordance with the trust agreement of the Trust. This Agreement has been duly executed and delivered by the Trust and constitutes a valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and to general principals of equity. Charles Kushner (i) is the sole trustee of the Trust and has the requisite power and authority to act on behalf of the Trust, and (ii) is not disqualified from acting as trustee of the Trust by any law, regulation or order.

        3.2-A Financial Advisor; Broker’s and Other Fees .

                 Other than Ryan Beck & Co. Inc, the Trust has not employed any broker or finder or incurred any finder’s fees or commissions in connection with any of the transactions contemplated by this Agreement. The fees and expenses of Ryan Beck & Co., Inc., advisor to the Trust, shall be paid solely by the Trust.

          3.3-A Agreements with Bank Regulators .

                 Except as disclosed in the Trust Disclosure Schedule , the Trust is not a party to any agreement or memorandum of understanding with, or a party to any commitment letter, board resolution submitted to a regulatory authority or similar undertaking to, and is not subject to any order or directive by, and is not in receipt of any extraordinary supervisory letter from, any Governmental Entity which restricts materially the conduct of NorCrown’s business, or in any manner relates to NorCrown’s capital adequacy, its credit or reserve policies or its management, nor has the Trust been advised by any Governmental Entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission.

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                 3.4-A Agreements . Other than the trust agreement of the Trust, there are no agreements or understandings with respect to voting of any shares of NorCrown Common Stock to which the Trust is a party.

                 3.5-A Disclosure . No representation or warranty contained in Article III-A of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein not misleading in light of the circumstances in which they were made.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VNB AND VALLEY

                 References herein to the “ Valley Disclosure Schedule ” shall mean all of the disclosure schedules required by this Article IV, dated as of the date hereof and referenced to the specific sections and subsections of Article IV of this Agreement, which have been delivered on the date hereof by Valley to NorCrown and the Trust or will be delivered pursuant to Section 5.11 by Valley to NorCrown. Valley hereby represents and warrants to NorCrown and the Trust as follows:

        4.1.        Corporate Organization .

                        (a)        Valley is a corporation duly organized and validly existing and in good standing under the laws of the State of New Jersey. Valley has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Valley. Valley is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.

                        (b)        All of the Subsidiaries of Valley are listed in the Valley Disclosure Schedule .

The term “ Subsidiary ” when used in this Agreement with reference to Valley, means any corporation, joint venture, association, partnership, trust or other entity in which Valley has, directly or indirectly, at least a 50% interest or acts as a general partner. Each Subsidiary of Valley is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation. VNB is a national bank whose deposits are insured by the BIF of the FDIC to the fullest extent permitted by law. Each Subsidiary of Valley has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Valley.

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        4.2.        Capitalization . The authorized capital stock of Valley consists solely of 157,042,457 shares of Valley Common Stock and 30,000,000 shares of preferred stock, no par value per share (the “ Valley Preferred Stock ”), which may be divided into classes and into series within any class as determined by the Board of Directors. As of September 30, 2004, there were 98,724,038 shares of Valley Common Stock issued and outstanding net of treasury stock, and 173,166 treasury shares and no shares of Valley Preferred Stock outstanding. Since September 30, 2004, to and including the date of this Agreement, no additional shares of Valley Common Stock have been issued except in connection with exercises of options granted under the 1989 Long-Term Stock Incentive Plan of Valley and the 1999 Long-Term Stock Incentive Plan of Valley (collectively, the “ Valley Option Plans ”) or grants under the Valley Option Plans or grants or options under any option or stock plan assumed by Valley in connection with any other acquisition (the “ Acquired Stock Plans ”). As of September 30, 2004, except for 2,363,122 shares of Valley Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the Valley Option Plans or the Acquired Stock Plans, there were no shares of Valley Common Stock issuable upon the exercise of outstanding stock options or otherwise. All issued and outstanding shares of Valley Common Stock, and all issued and outstanding shares of capital stock of Valley’s Subsidiaries, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights, and are free and clear of all liens, encumbrances, charges, restrictions or rights of third parties. All of the outstanding shares of capital stock of Valley’s Subsidiaries are owned directly or indirectly by Valley free and clear of any liens, encumbrances, charges, restrictions or rights of third parties, except as listed in the Valley Disclosure Schedule . Except for the options and stock appreciation rights referred to above under the Valley Option Plans, neither Valley nor any of Valley’s Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Valley or Valley’s Subsidiaries or any securities representing the right to otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares.

        4.3.        Authority; No Violation .

                       (a)        Valley and VNB have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Valley and VNB. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of Valley and VNB are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Valley and VNB and constitutes a valid and binding obligation of Valley and VNB, enforceable against Valley and VNB in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and to general principals of equity.

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                        (b)        Neither the execution or delivery of this Agreement nor the consummation by Valley and VNB of the transactions contemplated hereby in accordance with the terms hereof, will (i) violate any provision of the Governing Documents of Valley or of VNB, (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Valley or VNB or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Valley or VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Valley or VNB is a party, or by which Valley or VNB or any of their properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as in the aggregate will not have a Material Adverse Effect, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC and the Department, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement and (b) the consummation by Valley and VNB of the Merger and the other transactions contemplated hereby.

        4.4.        Financial Statements .

                        (a)        Valley’s Annual Reports on form 10-K filed with the SEC under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and available on the SEC’s EDGAR system set forth the consolidated statements of financial condition of Valley as of December 31, 2003, 2002 and 2001, and the related consolidated statements of income, stockholders’ equity and cash flows for the periods t