ContractMerger Agreement • November 12th, 2004 • Valley National Bancorp • National commercial banks • New Jersey
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 det
ContractStock Option Agreement • November 12th, 2004 • Valley National Bancorp • National commercial banks • New Jersey
Execution Copy STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (“Agreement”) dated as of November 9, 2004, is by and between Valley National Bancorp, a New Jersey corporation and registered bank holding company (“Valley”), Valley National Bank, a national banking association and a wholly-owned subsidiary of Valley (“VNB”), and NorCrown Bank, a commercial bank organized under the laws of the State of New Jersey (“NorCrown”). BACKGROUND WHEREAS, Valley, VNB, NorCrown and The NorCrown Trust, the holder of over 99% of the outstanding common stock of NorCrown (the “Trust”), as of the date hereof, are prepared to execute a definitive agreement and plan of merger (the “Merger Agreement”) pursuant to which NorCrown will be merged with and into VNB (the “Merger”); and WHEREAS, Valley has advised NorCrown that it will not execute the Merger Agreement unless NorCrown executes this Agreement; and WHEREAS, the Board of Directors of NorCrown has determined that the Merger Agreement provides subst
