VALLEY NATIONAL BANCORP
S-4, 1999-03-17
NATIONAL COMMERCIAL BANKS
Previous: COMPAQ COMPUTER CORP, S-8, 1999-03-17
Next: CCB FINANCIAL CORP, DEF 14A, 1999-03-17




As filed with the Securities and Exchange Commission on March 17, 1999
                                                   Registration No. ____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-4

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933


                             VALLEY NATIONAL BANCORP
             (Exact name of registrant as specified in its charter)


                                   New Jersey
         (State or other Jurisdiction of Incorporation of Organization)


                                      6711
            (Primary Standard Industrial Classification Code Number)


                                   22-2477875
                      (I.R.S. Employer Identification No.)

                                1455 Valley Road
                             Wayne, New Jersey 07470
                                  973-305-8800
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

        Gerald H. Lipkin, Chairman, President and Chief Executive Officer
                             Valley National Bancorp
                                1455 Valley Road
                             Wayne, New Jersey 07470
                                  973-305-8800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


Please send copies of all communications to:

     RONALD H. JANIS, ESQ.                    RICHARD S. MILLER, ESQ.
    MICHAEL W. ZELENTY, ESQ.             Williams, Caliri, Miller & Otley
  Pitney, Hardin, Kipp & Szuch                     1428 Route 23
        200 Campus Drive                      Wayne, New Jersey 07040
Florham Park, New Jersey  07932                   (973) 694-0800
         (973) 966-6300


<PAGE>


                  Approximate  date  of  commencement  of  proposed  sale to the
public:  At the  Effective  Date of the Merger,  as defined in the Agreement and
Plan of Merger  dated as of December 17, 1998 (the  "Merger  Agreement"),  among
Valley  National  Bancorp  ("Valley"),  Valley  National  Bank  ("VNB"),  Ramapo
Financial  Corporation  ("Ramapo"),  and  Ramapo's  subsidiary,  The Ramapo Bank
("TRB") attached as Appendix A to the Proxy Statement-Prospectus.

                  If the  securities  being  registered  on this  Form are being
offered in  connection  with the  formation  of a holding  company  and there is
compliance with General Instruction G, check the following box. |_|

                  If this form is filed to register additional securities for an
offering  pursuant to Rule 462(b) under the Securities  Act, check the following
box and list the Securities  Act  registration  number of the earlier  effective
registration statement for the same offering. |_| ___________

                  If this form is a  post-effective  amendment filed pursuant to
Rule 462(b)  under the  Securities  Act,  check the  following  box and list the
Securities  Act  registration  number  of  the  earlier  effective  registration
statement for the same offering. |_| __________


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==================================== ============== ========================= ============================ ================
 Title of each class of securities   Amount to be       Proposed maximum      Proposed maximum aggregate      Amount of
         to be registered             registered       offering price per          offering price**         registration
                                                             unit**                                            fee***
    <S>                               <C>                    <C>                    <C>                       <C>   
    Common Stock, no par value        3,855,933             $25.0735             $96,681,843                 $26,878
                                        Shares*
==================================== ============== ========================= ============================ ================

</TABLE>

* The number of shares of Valley Common Stock issuable in the Merger in exchange
for shares of Ramapo  Common  Stock,  assuming the  Exchange  Ratio of 0.425 set
forth in the Merger  Agreement,  and  assuming  that all  currently  outstanding
options to acquire  shares of Ramapo  Common  Stock are  exercised  prior to the
Effective  Time  of the  Merger.  The  Registrant  also  registers  hereby  such
additional  shares of its common stock as may be issuable in the Merger pursuant
to the anti-dilution provisions of the Merger Agreement.

** Estimated  solely for the purpose of calculating the registration fee for the
filing of this  registration  Statement on Form S-4 (the "S-4") pursuant to Rule
457(f)(1)  under the  Securities Act based on the Exchange Ratio of 0.425 and on
the average ($10.65625) of the high ($10.6875) and low ($10.625) prices reported
on the Nasdaq Stock Market (National Market)  ("Nasdaq") for Ramapo Common Stock
as of March 12,  1999, a date within five  business  days prior to the filing of
the S-4.

***  $18,719 of this amount was previously paid in connection with the filing of
the  Preliminary  Proxy  Materials in connection with the Merger on February 19,
1999.


                  The Registrant  hereby amends this  Registration  Statement on
such date or dates as may be  necessary  to delay its  effective  date until the
Registrant shall file a further  amendment which  specifically  states that this
Registration  Statement  shall  thereafter  become  effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the  Registration  Statement
shall  become  effective  on such date as the  Commission,  acting  pursuant  to
Section 8(a), may determine.


<PAGE>

                                  [RAMAPO LOGO]



                 MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT




         The Board of Directors of Ramapo Financial Corporation has approved the
merger of Ramapo into Valley National Bancorp.

         In the merger,  Ramapo shareholders will receive 0.425 shares of Valley
common stock for each share of Ramapo common stock. Cash will be paid instead of
fractional  shares.  If any stock split,  stock dividend or similar  transaction
occurs  prior  to the  closing,  the  0.425  exchange  ratio  will  be  adjusted
appropriately.

         Valley common stock is listed on the New York Stock  Exchange under the
symbol  "VLY".  Based on March 16, 1999 closing  prices,  0.425 shares of Valley
common stock had a value of $10.84.

         Ramapo  shareholders  will not be taxed on the exchange of Ramapo stock
for Valley stock.

         When the  merger  is  completed,  Ramapo  shareholders  will own, not
including any options, about 3,402,210 shares, or 5.8% of Valley's common stock.

         The merger cannot be completed unless Ramapo's shareholders approve it.
We have  scheduled a special  meeting so you can vote on the merger.  The Ramapo
Board of Directors unanimously recommends that you vote to approve the merger.

         The date, time and place of the meeting are as follows:

         Tuesday, April 27, 1999
         4:00 P.M.
         Ramapo Financial Corporation
         64 Mountain View Boulevard
         Wayne, New Jersey 07470

         Only shareholders of record as of March 15, 1999 are entitled to attend
and vote at the meeting.

         Your vote is very  important.  Whether  or not you plan to  attend  the
meeting,  please take the time to vote by  completing  and mailing the  enclosed
proxy card to us. If you sign, date and mail your proxy card without  indicating
how you  want to vote  your  proxy  will be  counted  as a vote in  favor of the
merger.


[Insert Signature]

Mortimer J. O'Shea
President and Chief Executive Officer
Ramapo Financial Corporation


Neither the Securities and Exchange Commission,  nor any bank regulatory agency,
nor any  state  securities  commission  has  approved  or  disapproved  of these
securities  or  determined  if this  prospectus  is  truthful or  complete.  Any
representation to the contrary is a criminal offense.


          This proxy statement-prospectus is dated March __, 1999, and
         is first being mailed to Ramapo shareholders on March __, 1999.

<PAGE>

                                TABLE OF CONTENTS

                                               Page
SUMMARY                                           1
      What this Document is About                 1
      Voting on the Merger                        1
      The Companies                               1
      The Merger                                  1
SUMMARY FINANCIAL DATA OF VALLEY                  6
SUMMARY FINANCIAL DATA OF RAMAPO                  7
COMPARATIVE PER SHARE DATA                        8
SUMMARY PRO FORMA FINANCIAL
      INFORMATION                                10
INTRODUCTION                                     11
FORWARD LOOKING STATEMENTS                       11
CERTAIN INFORMATION ABOUT VALLEY                 12
      General                                    12
      Valley National Bank                       12
CERTAIN INFORMATION ABOUT RAMAPO                 13
      General                                    13
      The Ramapo Bank                            13
THE MEETING                                      13
      Date, Time and Place                       13
      Purpose                                    14
      Board Recommendation                       14
      Record Date; Required Vote                 14
      Voting Rights; Proxies                     14
      Solicitation of Proxies                    15
      Quorum                                     15
THE PROPOSED MERGER                              16
      General Description                        16
      Consideration; Exchange Ratio;
         Cash instead of Fractional Shares       16
      Conversion of Ramapo Options               17
      Background of and Reasons for the Merger   17
      Interests of Certain Persons in the Merger 19
      Opinion of Ramapo's Financial Advisor      20
      Resale Considerations Regarding
         Valley Common Stock                     23
      Conditions to the Merger                   24
      Conduct of Business Pending the Merger     24
      Stock Option to Valley for Ramapo Shares   25
      Representations, Warranties and Covenants  26
      Regulatory Approvals                       26
      Management and Operations
         After the Merger                        26
      Exchange of Certificates                   27
      Amendments                                 27
      Termination                                27
      Accounting Treatment of the Merger         28
      Federal Income Tax Consequences            29
      No Dissenters' Rights                      30
PRO FORMA FINANCIAL INFORMATION                  30
DESCRIPTION OF VALLEY COMMON
      STOCK                                      35
      General                                    35
      Dividend Rights                            35
      Voting Rights                              35
      Liquidation Rights                         35
      Assessment and Redemption                  35
      Other Matters                              36
COMPARISON OF THE RIGHTS OF
   SHAREHOLDERS OF VALLEY AND
   RAMAPO                                        36
      Voting Requirements                        36
      Cumulative Voting                          36
      Classified Board of Directors              37
      Dividends                                  37
      By-laws                                    37
      Limitations of Liability of Directors
         and Officers                            37
      Preferred Stock                            37
SHAREHOLDER PROPOSALS                            38
INFORMATION INCORPORATED BY
      REFERENCE                                  38
OTHER MATTERS                                    39
LEGAL OPINION                                    39
EXPERTS                                          39

APPENDIX A    Merger Agreement                  A-1
APPENDIX B    Stock Option Agreement            B-1
APPENDIX C    Danielson Fairness Opinion        C-1


<PAGE>


                     HOW TO GET COPIES OF RELATED DOCUMENTS

         This document incorporates important business and financial information
about  Valley  National  Bancorp and Ramapo  Financial  Corporation  that is not
included in or delivered with this document. Ramapo shareholders may receive the
information  free of charge by writing or calling the persons listed below.  For
Valley  documents,  make your  request to Alan D.  Eskow,  Corporate  Secretary,
Valley National Bancorp,  1455 Valley Road,  Wayne, New Jersey 07470;  telephone
number  (973)  305-8800.  For Ramapo  documents,  make your  request to Janet M.
Maloy,  Corporate  Secretary,  Ramapo  Financial  Corporation,  64 Mountain View
Boulevard,  Wayne, New Jersey 07470;  telephone  number (973) 305-4102.  We will
respond  to your  request  within one  business  day by  sending  the  requested
documents by first class mail or other equally prompt means.  In order to ensure
timely  delivery of the documents in advance of the meeting,  any request should
be made by April 20, 1999.


<PAGE>


                                     SUMMARY

This is a summary of certain  information  regarding the proposed merger and the
shareholder  meeting to vote on the merger.  We urge you to  carefully  read the
entire proxy statement-prospectus, including the appendixes, before deciding how
to vote.

What this Document is About

         The Board of Directors of Ramapo Financial Corporation has approved the
merger of Ramapo into Valley  National  Bancorp.  The merger cannot be completed
unless the  shareholders  of Ramapo  approve  it. The Ramapo  Board has called a
special meeting of Ramapo  shareholders to vote on the merger.  This document is
the proxy statement used by the Ramapo Board to solicit proxies for the meeting.
It is also the  prospectus  of Valley  regarding  the Valley  common stock to be
issued if the merger is completed.

Voting  on the Merger
Shares Entitled to Vote...    The Ramapo  Board has  selected  March 15, 1999 as
                              the  record  date  for  the  meeting.  Each of the
                              8,151,449    shares   of   Ramapo   common   stock
                              outstanding  on the record  date are  entitled  to
                              vote at the meeting.

Vote Required to Approve
the Merger..................  The   affirmative   vote  of  a  majority  of  the
                              shareholders  present  in  person  or by proxy and
                              entitled  to  vote  is  required  to  approve  the
                              merger.

The Companies

Valley....................    Valley,  a New  Jersey  corporation,  is the  bank
                              holding company for Valley  National Bank.  Valley
                              National  Bank is a  national  bank that  operates
                              over 100 branches  located in northern New Jersey.
                              At  December  31,  1998,  Valley had  consolidated
                              assets  of  $5.5   billion.   Valley's   principal
                              executive offices are located at 1455 Valley Road,
                              Wayne,  New Jersey 07470 and its telephone  number
                              is (973) 305-8800.

Ramapo......................  Ramapo,  a New  Jersey  corporation,  is the  bank
                              holding  company for The Ramapo  Bank.  The Ramapo
                              Bank  is a New  Jersey-chartered  commercial  bank
                              that operates eight  branches  located in northern
                              New  Jersey.  At  December  31,  1998,  Ramapo had
                              consolidated  assets  of  $338  million.  Ramapo's
                              principal  executive  offices  are  located  at 64
                              Mountain View Boulevard,  Wayne,  New Jersey 07470
                              and its telephone number is (973) 696-6100.

The Merger

General Description.......    Ramapo will merge with Valley,  with Valley as the
                              surviving entity.  The merger will occur on a date
                              selected by Valley, within ten business days after
                              all material  conditions  to closing have been met
                              or any  other  date on  which  Valley  and  Ramapo
                              agree. Valley and Ramapo have tentatively selected
                              June 11,  1999 as the closing  date.  The terms of
                              the  proposed  merger  are set  forth  in a merger
                              agreement  signed by Ramapo  and  Valley and their
                              bank subsidiaries.  A copy of the merger agreement
                              is attached as Appendix A to this  document and is
                              incorporated herein by reference. Consideration to
                              Ramapo Shareholders; 0.425

Exchange Ratio..............  In the merger,  you will  receive  0.425 shares of
                              Valley  common  stock  for each  share  of  Ramapo
                              common stock.  If there is any stock split,  stock
                              dividend or similar  transaction  affecting Valley
                              common  stock  prior  to the  closing,  the  0.425
                              exchange  ratio  will be  adjusted  appropriately.
                            
Cash Instead of Fractional
Shares......................  You will not receive  fractional  shares of Valley
                              common  stock  in the  merger.  Instead  you  will
                              receive,  without  interest,  cash  equal  to  the
                              fractional share interest you otherwise would have
                              received, multiplied by the value of Valley common
                              stock.  For this  purpose,  Valley  stock  will be
                              valued at the average of its closing prices during
                              a ten day trading period ending five days prior to
                              the merger.

No Dissenters Rights........  You do not have dissenters' rights of appraisal in
                              connection with the merger.


Tax-Free Nature of the
Merger.....................   Valley's counsel,  Pitney,  Hardin,  Kipp & Szuch,
                              has  delivered  its  opinion  that the merger will
                              qualify   as  a   tax-free   reorganization.   The
                              conversion  of Ramapo stock into Valley stock will
                              be  tax-free  for  Valley,  Ramapo  and the Ramapo
                              shareholders.  Ramapo  shareholders will recognize
                              no taxable gain or loss until they sell the Valley
                              common stock that they receive in the merger.  The
                              basis of the Valley common stock  received by each
                              Ramapo shareholder will be the basis of the Ramapo
                              common  stock  converted  in  connection  with the
                              merger.  The holding  period of the Valley  common
                              stock  will  include  the  holding  period  of the
                              Ramapo common stock converted.

                              We urge you to read the more complete  description
                              of the merger's tax consequences on page 29 and to
                              consult  your  own  tax  advisors   regarding  the
                              specific  tax  consequences  of the  merger to you
                              under applicable tax laws.

Exchanging Your Stock
Certificates................  Promptly  after the merger  occurs,  the  exchange
                              agent  will send you  letters of  transmittal  and
                              instructions  for  exchanging  your  Ramapo  stock
                              certificates into Valley stock  certificates.  You
                              should not send in your stock  certificates  until
                              you receive instructions from the exchange agent.

Second Quarter 1999
Dividends...................  Valley  and  Ramapo   have   agreed  to  pay  cash
                              dividends  to Ramapo  shareholders  for the second
                              quarter of 1999  equivalent to the  dividends they
                              would  receive  as Valley  shareholders  after the
                              merger.  Thus, if Valley's second quarter dividend
                              record date falls  after the merger is  completed,
                              Ramapo will not pay second  quarter cash dividends
                              and  Ramapo   shareholders   who   become   Valley
                              shareholders  in the  merger  will receive  second
                              quarter cash  dividends  from Valley.  If Valley's
                              second quarter  dividend  record date falls before
                              the  merger  is  completed,  then  Ramapo will pay
                              second  quarter cash  dividends at a rate which is
                              equivalent to Valley's cash dividends,  and Ramapo
                              shareholders who became Valley shareholders in the
                              merger  wil  not  receive  any  additional  second
                              quarter cash dividends from Valley.

Reselling the Stock You
Receive in the Merger.......  The shares of Valley  common stock to be issued in
                              the merger will be registered under the Securities
                              Act of 1933.  Except  as noted in this  paragraph,
                              and  in  more  detail  in  the   section   "Resale
                              Considerations  Regarding  Valley Common Stock" on
                              pages 23-24,  you may freely transfer those shares
                              after you receive them.  Ramapo has identified its
                              directors,  executive  officers and others who may
                              be deemed its  "affiliates."  Those  persons  have
                              entered into agreements  restricting their ability
                              to  transfer  the  shares  they  will  get  in the
                              merger.


<PAGE>


Conversion of Ramapo Stock
Options.....................  In the  merger,  holders of  options  to  purchase
                              Ramapo  common  stock  will  receive   options  to
                              purchase Valley common stock. The new options will
                              have  the same  terms  and  conditions  as the old
                              options,  except that the number of shares and the
                              exercise  price will be  adjusted  to reflect  the
                              0.425 exchange ratio.

Reasons for the Merger.....   As  part  of  Ramapo's  strategic  review,   which
                              included working with a consultant, Ramapo's Board
                              determined   that  the   interests   of   Ramapo's
                              shareholders, and specifically the return on their
                              investment,  would be best served by a merger with
                              a larger  institution at this time. Valley entered
                              into  the  merger  agreement  as part of  Valley's
                              ongoing strategy of growth through acquisitions.

Opinion of Ramapo's
Financial Advisor...........  Danielson  Associates,  Inc. is Ramapo's financial
                              advisor  on the  merger.  As of the  date  of this
                              proxy statement, Danielson considers the merger to
                              be fair to Ramapo  shareholders  from a  financial
                              point of view. A copy of Danielson's  opinion,  is
                              included  as  Appendix  C to  this  document.  For
                              information  on  how  Danielson   arrived  at  its
                              opinion, see pages 20-23.

Differences in
Share-holders' Rights.......  In  the   merger,   you   will   become  a  Valley
                              shareholder.  Your rights as a Ramapo  shareholder
                              are currently governed by New Jersey corporate law
                              and  Ramapo's  certificate  of  incorporation  and
                              by-laws.  The  rights of Valley  shareholders  are
                              governed by New Jersey  corporate law and Valley's
                              certificate  of  incorporation  and  by-laws.  The
                              rights of Ramapo  and Valley  shareholders  differ
                              with  respect to voting  requirements  and various
                              other matters. See pages 36-37.

Conditions to the Merger....  Completion of the merger is contingent on a number
                              of conditions, including:

                              * Approval of the merger by Ramapo shareholders at
                                the meeting;

                              * Receipt of  bank  regulatory  approvals; 

                              * Receipt  of an  updated  opinion from Valley's 
                                counsel  regarding the tax-free nature of the 
                                merger;  this condition will not be waived 
                                without  resoliciting  the vote of Ramapo 
                                shareholders; 

                              * Receipt of a letter from Valley's independent 
                                public accountants  regarding qualification of  
                                the merger for pooling-of-interests  accounting;
                                and

                              * Receipt of the  fairness  opinion of  Danielson,
                                which  is  Appendix C to this document.

OCC Approval................  Completion of the merger requires  approval by the
                              Office of the  Comptroller  of the  Currency.  OCC
                              approval does not constitute an endorsement of the
                              merger  or a  determination  that the terms of the
                              merger are fair to Ramapo shareholders. Valley and
                              Ramapo have applied for OCC  approval,  and expect
                              to receive it. However, we can not assure you that
                              it will be granted,  or that it will be granted on
                              a timely basis without conditions  unacceptable to
                              Valley.


<PAGE>


Terminating    the    Merger
Agreement...................  Ramapo can terminate  the merger  agreement if the
                              average  closing  price  of  Valley  common  stock
                              during a ten trading  day period  ending five days
                              before the merger is less than $23.50.  Valley can
                              terminate  the merger  agreement  if Ramapo's  net
                              operating  income  falls  below  specified  target
                              levels during any fiscal  quarter after  September
                              30, 1998.  Either  Ramapo or Valley can  terminate
                              the  merger  agreement  if the merger has not been
                              completed  by  September  30,  1999.  For  a  more
                              complete    description   of   these   and   other
                              termination rights available to Ramapo and Valley,
                              see pages 27-28.

Amending the Merger
Agreement...................  Valley and  Ramapo may amend the merger  agreement
                              any time before the merger is completed.  However,
                              an amendment  to decrease  the exchange  ratio and
                              certain other types of  amendments  cannot be made
                              following  adoption  of the  merger  agreement  by
                              Ramapo   shareholders   without   obtaining  their
                              approval.

Pooling Accounting
Treatment of the Merger.....  Valley  expects  to  account  for the  merger as a
                              pooling-of-interests  for  financial   reporting
                              purposes.  One of the conditions  to  Valley's and
                              Ramapo's  obligations  to close the merger is that
                              Valley  receives  a letter  from  its  independent
                              public accountants regarding  qualification of the
                              merger for pooling accounting treatment.

Ramapo has Agreed Not to
Solicit Alternative
Transactions................  In the merger agreement,  Ramapo has agreed not to
                              encourage,   negotiate   with,   or  provide   any
                              information   to  any  person  other  than  Valley
                              concerning an  acquisition  transaction  involving
                              Ramapo or The  Ramapo  Bank.  However,  Ramapo may
                              take  certain  of these  actions  if its  Board of
                              Directors  determines  that it should do so.  This
                              determination  by the Board must be made after the
                              Board consults with counsel,  and must be based on
                              the Board's  fiduciary  duties.  This restriction,
                              along with the option  described in the  following
                              paragraph,  may deter other potential acquirors of
                              control of Ramapo.

Ramapo has Granted Valley a
Stock Option................  As a condition to Valley  entering into the merger
                              agreement,   Valley  required  that  Ramapo  grant
                              Valley a stock  option that was  designed to deter
                              other companies from attempting to acquire control
                              of Ramapo.  The option  gives  Valley the right to
                              purchase  for  $7.50  per  share  up to  1,608,159
                              shares of Ramapo common stock,  representing 19.9%
                              of the  outstanding  Ramapo shares when the option
                              was  granted.  The option is  exercisable  only if
                              certain specific  triggering  events occur and the
                              merger does not occur. Valley has no right to vote
                              the  shares  covered  by the  option  prior to its
                              exercise.

                              Valley could  recognize a gain if it exercises the
                              option and resells the shares it acquires for more
                              than the  exercise  price.  The  option  may deter
                              other  potential  acquirors  of  Ramapo,  since it
                              would probably  increase the cost of acquiring all
                              the  shares  of  Ramapo  common  stock.   Valley's
                              exercise   of   the   option   could   also   make
                              pooling-of-interests      accounting     treatment
                              unavailable  to another  potential  acquiror.  The
                              agreement  granting  the  option  is set  forth as
                              Appendix B to this document.


<PAGE>


Financial Interests of
Ramapo's Directors and
Officers in the Merger......  The  merger  agreement  provides  that  Valley and
                              Valley  National Bank will each appoint Richard S.
                              Miller to its Board of Directors  upon  completion
                              of the merger.  Mr. Miller is currently a director
                              of Ramapo and The Ramapo Bank.

                              The merger  agreement  also  provides  that Valley
                              will  indemnify  the  directors  and  officers  of
                              Ramapo against certain  liabilities for a six-year
                              period following completion of the merger.

                              At the March 15, 1999 record date,  directors  and
                              executive  officers of Ramapo and their affiliates
                              of Ramapo  owned 374,049  shares or 4.59% of the
                              Ramapo common stock.

                              For additional  information on the benefits of the
                              merger to Ramapo management, see pages 19-20.

<PAGE>

                        SUMMARY FINANCIAL DATA OF VALLEY


         We summarize below certain historical  consolidated  financial data for
Valley. The data presented for the years 1994 through 1998, and as of the end of
those years,  comes from Valley's  audited  consolidated  financial  statements.
Valley's audited  consolidated  financial statements as of December 31, 1998 and
1997,  and for each of the years in the  three-year  period  ended  December 31,
1998, are incorporated by reference in this document. See pages 38-39.

         The "per common share data" below has been restated to give retroactive
effect to stock splits and stock dividends. 


<TABLE>
<CAPTION>

                                                          At or For Years Ended December 31,
                                        -----------------------------------------------------------------------
                                           1998            1997           1996          1995           1994
                                         ----------     -----------    -----------    ----------    -----------
                                                    (Dollars in thousands, except per share data)
<S>                                      <C>           <C>            <C>            <C>             <C>         
INCOME STATEMENT DATA:
Interest income                         $   389,656    $    387,084   $    368,626   $    358,484    $   329,916
Interest expense                            160,104         165,885        162,791        160,276        130,002
                                        ------------   -------------  -------------  -------------   ------------
Net interest income                         229,552         221,199        205,835        198,208        199,914
Provision for possible loan losses           12,370          12,650          3,556          3,321          6,300
                                        ------------   -------------  -------------  -------------   ------------
Net interest income after
provision                                   217,182         208,549        202,279        194,887        193,614
  For possible loan losses
Non-interest income                          43,073          43,012         30,236         24,721         27,666
Non-interest expense                        134,757         129,218        124,532        109,674        109,513
                                        ------------   -------------  -------------  -------------   ------------
Income before income taxes                  125,498         122,343        107,983        109,934        111,767
Income taxes                                 28,150          35,397         36,479         42,030         41,804
                                        ============   =============  =============  =============   ============
Net income                              $    97,348    $     86,946   $     71,504   $     67,904    $    69,963
                                        ============   =============  =============  =============   ============

 PER COMMON SHARE DATA:
 Earnings per share:
   Basic                                $      1.77    $       1.58   $       1.33   $       1.24     $     1.27
   Diluted                                     1.75            1.57           1.33           1.24           1.26
 Book value                                   10.06            9.23           8.16           7.94           7.05
 Dividends                                     0.97            0.85           0.76           0.72           0.69

 RATIOS:
 Return on average assets                      1.82%           1.63%          1.37%          1.34%          1.42%
 Return on average equity                     18.47           17.93          15.74          15.99          17.96

 FINANCIAL CONDITION DATA:
 Total assets                           $ 5,541,207    $  5,360,698   $  5,359,628   $  5,217,900     $4,996,980
 Investment securities held to              237,410         166,615        260,074        329,131        968,471
maturity
 Investment securities available            927,481       1,090,638      1,070,565      1,243,540        751,036
for sale
 Trading account securities                   1,592              --             --             --             --
 Loans (net of unearned income)           3,977,850       3,803,434      3,618,462      3,165,417      2,949,451
 Allowance for possible loan losses          49,868          48,542         47,811         45,580         47,448
 Deposits                                 4,674,689       4,602,321      4,746,012      4,645,955      4,409,250
 Shareholders' equity                       555,787         509,303        467,295        449,737        395,154


</TABLE>

<PAGE>


                        SUMMARY FINANCIAL DATA OF RAMAPO

         On this page, we summarize  certain  selected  historical  consolidated
financial  data for Ramapo.  The data presented for the years 1994 through 1998,
and as of the end of those  years,  comes  from  Ramapo's  audited  consolidated
financial statements.  Ramapo's audited consolidated  financial statements as of
December 31, 1998 and 1997, and for each of the years in the  three-year  period
ended December 31, 1998,  are  incorporated  by reference in this document.  See
pages 38-39.


<TABLE>
<CAPTION>

                                                          At or For Years Ended December 31,
                                        -----------------------------------------------------------------------
                                           1998            1997           1996          1995           1994
                                         ----------     -----------    -----------    ----------    -----------
                                                    (Dollars in thousands, except per share data)
<S>                                      <C>          <C>            <C>            <C>           <C>            
INCOME STATEMENT DATA:
Interest income                          $  21,637    $     19,734   $     18,218   $    18,343   $     14,919
Interest expense                             7,554           6,297          5,804         6,106          4,958
                                        -----------   -------------  -------------  ------------  -------------
Net interest income                         14,083          13,437         12,414        12,237          9,961
Provision for possible loan losses             275             480            400           500          1,221
                                        -----------   -------------  -------------  ------------  -------------
Net interest income after
provision                                   13,808          12,957         12,014        11,737          8,740
  for possible loan losses
Non-interest income                          2,301           2,182          2,374         2,447          3,322
Non-interest expense                         9,956          10,028         10,054        12,148         13,324
                                        -----------   -------------  -------------  ------------  -------------
Income (loss) before income
  taxes (benefit)                            6,153           5,111          4,334         2,036         (1,262)
Income taxes (benefit)                       2,230           1,906          1,278        (4,212)          (285)
                                        ===========   =============  =============  ============  =============
Net income (loss)                       $    3,923    $      3,205   $      3,056   $     6,248   $       (977)
                                        ===========   =============  =============  ============  =============

 PER COMMON SHARE DATA:
 Earnings (loss) per share:
   Basic                                $     0.48    $       0.40   $       0.38   $      0.76   $      (0.38)
   Diluted                                    0.46            0.38           0.37          0.75          (0.38) 
 Book value                                   4.19            3.86           3.59          3.28           2.47
 Dividends                                    0.15            0.12           0.04            --             --

 RATIOS:
 Return on average assets                     1.25%           1.17%          1.23%         2.56%         (0.42)%
 Return on average equity                    12.06           10.66          11.09         27.85          (9.04)

 FINANCIAL CONDITION DATA:
 Total assets                           $  337,762    $    285,727   $    271,524   $   246,516   $    238,216
 Investment securities held to              49,480          40,438         26,395        20,030          3,485
maturity
 Investment securities available            95,707          48,556         41,648        39,328         17,763
for sale
 Loans (net of unearned income)            169,799         169,106        165,070       160,580        164,345
 Allowance for possible loan losses          4,773           4,628          5,115         4,853          6,501
 Deposits                                  295,460         249,760        239,889       217,062        211,864
 Shareholders' equity                       34,022          31,297         29,036        27,249         21,755


</TABLE>

<PAGE>


                           COMPARATIVE PER SHARE DATA


         On this page,  we set forth the  earnings  per share,  period-end  book
value per share and cash  dividends per share for the common stock of Valley and
Ramapo for the periods  noted.  The data is set forth on an  historical  and pro
forma basis, as well as pro forma  equivalent per share data for Ramapo.  Ramapo
pro forma  equivalent  per share data is computed by  multiplying  the pro forma
combined  per share data  (giving  effect to the  merger) by the 0.425  exchange
ratio used in the merger.  The  historical  per share data were derived from the
financial  statements  of Valley and Ramapo that are  incorporated  by reference
herein.  The pro forma  combined  share data were derived after giving effect to
the merger as if it occurred at the beginning of the period  presented using the
pooling-of-interests method of accounting.

         The  historical  per  share  data  for  Valley  has  been  restated  to
retroactively  reflect the effect of stock dividends and stock splits.  See "Pro
Forma Financial  Information" on pages 30-34; "Summary Financial Data of Valley"
on page 6; and "Summary Financial Data of Ramapo" on page 7.


<TABLE>
<CAPTION>

                                                                                                Pro Forma
                                                                                  Pro Forma     Equivalent
                                                                                   Combined        per
                                                     Historical    Historical       Valley        Ramapo
                                                       Valley        Ramapo        and Ramapo     Share
            <S>                                     <C>           <C>           <C>            <C> 
            Year Ended December 31, 1998
            Earnings Per Share
                     Basic........................  $    1.77     $    0.48     $    1.73      $    0.74
                     Diluted......................       1.75          0.46          1.71           0.73
            Book Value Per Share..................      10.06          4.19         10.05           4.27
            Cash Dividends Per Share..............       0.97          0.15          0.97           0.41

            Year Ended December 31, 1997
            Earnings Per Share
                     Basic........................  $    1.58     $    0.40     $    1.55      $    0.66
                     Diluted......................       1.57          0.38          1.53           0.65
            Book Value Per Share..................       9.23          3.86          9.22           3.92
            Cash Dividends Per Share .............       0.85          0.12          0.85           0.36

            Year Ended December 31, 1996
            Earnings Per Share
                     Basic........................  $    1.33     $    0.38     $    1.31      $    0.56
                     Diluted......................       1.33          0.37          1.30           0.55
            Book Value Per Share..................       8.16          3.59          8.18           3.48
            Cash Dividends Per Share..............       0.76          0.04          0.76           0.32


</TABLE>

<PAGE>


         The first table below presents, for the periods indicated, the high and
low closing prices per share of Valley common stock and Ramapo common stock. The
closing  prices of Valley  common stock have been  restated to give  retroactive
effect  to  stock  dividends  and  stock  splits.   The  second  table  presents
information  concerning  the last  closing  price of Valley  common stock and of
Ramapo  common  stock on December  16,  1998,  the last  business day before the
merger was  announced,  and on March 16, 1999, a date shortly before the date of
this proxy  statement-prospectus.  The second table also presents the equivalent
value of Valley  common stock per Ramapo share which is computed by  multiplying
the last  closing  price of Valley  common  stock on the dates  indicated by the
0.425  exchange  ratio.  Valley  common  stock is listed  on the New York  Stock
Exchange and Ramapo common stock is traded on the Nasdaq National Market System.
We urge you to obtain  current  market  quotations  for Valley  common stock and
Ramapo  common  stock.  Because the exchange  ratio is fixed and trading  prices
fluctuate,  Ramapo shareholders are not assured of receiving any specific market
value of Valley common  stock.  The price of Valley common stock when the merger
becomes  effective  may be  higher  or lower  than  its  price  when the  merger
agreement  was  signed,  when this proxy  statement  was  mailed or when  Ramapo
shareholders meet to vote on the merger.

<TABLE>
<CAPTION>


                                                  Closing Sale                               Closing Sale
                                                 Price Per Share                            Price Per Share
                                                    of Valley                                  of Ramapo
                                                  Common Stock                               Common Stock

                                            High                 Low                    High               Low
<S>                                     <C>                  <C>                    <C>                <C>     
1997:
First Quarter......................     $    21.14           $    19.33             $     6.31         $      5.00
Second Quarter.....................          22.41                20.38                   6.50                5.63
Third Quarter......................          25.34                21.91                   8.06                6.19
Fourth Quarter.....................          32.20                25.05                   9.64                7.75

1998:
First Quarter......................     $    33.70           $    28.20             $     8.88         $      7.63
Second Quarter.....................          34.09                29.00                   8.25                7.13
Third Quarter......................          35.50                26.13                   8.38                6.13
Fourth Quarter.....................          29.94                25.13                  11.13                4.75

1999:
First Quarter
(through March 16, 1999)...........     $    29.31            $   25.13             $    11.69         $     10.25

<CAPTION>

                                                                                                  Equivalent
                                       Closing Sale                 Closing Sale                Value of Valley
                                     Price Per Share               Price Per Share             Common Stock Per
                                        of Valley                     of Ramapo                 Share of Ramapo
                                       Common Stock                 Common Stock                 Common Stock
Date

December 16, 1998....................     $28.44                      $  7.75                       $12.09
March 16, 1999.......................      25.50                        10.56                        10.84


</TABLE>

<PAGE>


                     SUMMARY PRO FORMA FINANCIAL INFORMATION

         The following  tables  present  certain  unaudited  combined  condensed
financial information derived from the unaudited pro forma financial information
for the periods and at the dates indicated.  The pro forma combined  information
gives effect to the proposed merger accounted for as a pooling of interests,  as
if the merger had been consummated for statement of income purposes on the first
day of the  applicable  periods and for balance  sheet  purposes on December 31,
1998.  See "Pro Forma  Financial  Information"  on pages 30-34.  The Summary Pro
Forma Financial  Information is based on the historical  financial statements of
Valley and Ramapo incorporated by reference herein. See pages 38-39. The Summary
Pro  Forma  Financial  Information  assumes  a 0.425  exchange  ratio.  Valley's
historical  earnings per share have been restated to give retroactive  effect to
stock dividends and splits.

         The  Summary  Pro  Forma  Financial   Information  should  be  read  in
conjunction  with the Pro Forma  Financial  Information  and the  related  notes
thereto on pages 30-34 and the  consolidated  financial  statements  and related
notes  incorporated  by  reference  in this  document.  The  Summary  Pro  Forma
Financial  Information  does not necessarily  indicate the results of operations
which  would  have been  achieved  had the  merger  been  consummated  as of the
beginning  of the  periods  for which the data are  presented  and should not be
construed as being representative of future periods.

<TABLE>
<CAPTION>


                                                                     At or For Years Ended December 31,
                                                                ----------------------------------------------
                                                                      1998           1997          1996
                                                                   -----------     ----------    ----------
                                                                (Dollars in thousands, except per share data)
<S>                                                                <C>            <C>           <C>         
Income Statement Data:
Net interest income...........................................     $  243,635     $  234,636    $  218,249
Provision for possible loan losses............................         12,645         13,130         3,956
Net interest income after provision for possible loan losses..        230,990        221,506       214,293
Income before income taxes....................................        131,651        127,454       112,317
Net income....................................................        101,271         90,151        74,560
Earnings per common share:
         Basic................................................           1.73           1.55          1.31
         Diluted..............................................           1.71           1.53          1.30


Financial Condition Data:
Total assets..................................................     $5,878,969
Total deposits................................................      4,970,149
Total shareholders' equity....................................        589,809
Book value per common share...................................          10.05


</TABLE>

<PAGE>


                                  INTRODUCTION

         The Board of  Directors  of Ramapo  Financial  Corporation  and  Valley
National  Bancorp  have  approved an Agreement  and Plan of Merger,  dated as of
December 17, 1998,  among Valley,  Valley's  subsidiary,  Valley  National Bank,
Ramapo and Ramapo's  subsidiary,  The Ramapo Bank. The merger agreement provides
for Ramapo to be merged with Valley,  with Valley as the surviving  corporation.
The merger cannot be completed unless the shareholders of Ramapo approve it.

         This document serves two purposes. It is the proxy statement being used
by the Ramapo Board to solicit proxies for use at a special Ramapo shareholders'
meeting called by the Board to seek approval of the merger agreement. It is also
the  prospectus of Valley  regarding the Valley common stock to be issued if the
merger is  completed.  Thus,  we sometimes  refer to this  document as the proxy
statement-prospectus.

         This document  describes the merger  agreement in detail. A copy of the
merger  agreement is attached as Appendix A to this document and is incorporated
herein by reference. We urge you to read this entire document and the appendixes
carefully.

         All information  and statements  contained or incorporated by reference
in this document  about Ramapo were supplied by Ramapo and all  information  and
statements about Valley were supplied by Valley.

         No person has been  authorized to give any  information  or to make any
representation other than what is included in this document.  If any information
or  representation  is given or made,  it must not be relied upon as having been
authorized.


                           FORWARD LOOKING STATEMENTS

         This document  contains and  incorporates by reference  certain forward
looking statements regarding the financial condition,  results of operations and
business of Valley and Ramapo.  These  statements are not  historical  facts and
include  expressions about Valley's and/or Ramapo's 

            *  confidence,

            *  strategies and expressions about earnings,

            *  new and existing programs and products,

            *  relationships,

            *  opportunities,

            *  technology and

            *  market conditions.

You may identify these statements by looking for

            *  forward-looking   terminology,   like   "expect,"   "believe"  or
               "anticipate," or

            *  expressions of confidence like "strong" or "on-going," or

            *  similar statements or variations of those terms.

         These   forward-looking    statements   involve   certain   risks   and
uncertainties. Actual results may differ materially from the results the forward
looking  statements   contemplate   because  of,  among  others,  the  following
possibilities:

            *  Valley  does  not  realize   expected  cost  savings  or  revenue
               enhancements from the merger as anticipated;

            *  deposit  attrition,  customer loss or revenue loss  following the
               merger is greater than expected;

            *  competitive  pressure  in  the  banking  and  financial  services
               industry increases significantly;

            *  changes occur in the interest rate environment;

            *  Valley's  or  Ramapo's  Year  2000  compliance  program  does not
               effectively address Year 2000 computer problems; and

            *  general economic conditions, either nationally or in the state of
               New Jersey, are less favorable than expected.

Neither   Valley  nor  Ramapo   assumes  any   obligation   for   updating   its
forward-looking statements at any time.


                        CERTAIN INFORMATION ABOUT VALLEY

General

         Valley,  a New Jersey  corporation,  was organized in 1983 as a holding
company for Valley National Bank. Valley indirectly owns additional subsidiaries
through  Valley  National Bank.  Valley is registered as a bank holding  company
with the Board of Governors of the Federal Reserve System under the Bank Holding
Company Act.

         As of December 31, 1998, Valley had:

            *  consolidated assets   $5.5 billion

            *  deposits              $4.7 billion

            *  shareholders' equity  $555.8 million

            *  loans                 $4.0 billion

         Valley's principal executive offices and telephone number are:

              1455 Valley Road
              Wayne, New Jersey 07470
              (973) 305-8800

Valley National Bank

         Valley  National  Bank,  a wholly  owned  subsidiary  of  Valley,  is a
national  banking  association  chartered  in 1927  under the laws of the United
States.  Valley  National Bank is a member of the Federal Reserve System and the
FDIC insures its deposits.  Valley National Bank maintains its principal  office
in Wayne, New Jersey and operates over 100 branches in northern New Jersey.

         Valley  National Bank  provides a full range of  commercial  and retail
bank services, including:

             * accepting demand, savings and time deposits

             * extension of credit, including
                  consumer loans
                  real estate loans
                  Small Business Administration loans
                  other commercial credits
   
             * full personal and corporate trust services, including
                  pension services
                  fiduciary services


<PAGE>


         Valley National Bank has several wholly owned subsidiaries, including:

            *  a mortgage  servicing  company which services loans for others as
               well as the bank

            *  an  investment   company  which  holds,   maintains  and  manages
               investments for the bank

            *  a subsidiary which owns and services auto loans

            *  an Edge Act  Corporation  that owns a finance  company located in
               Toronto, Canada.


                        CERTAIN INFORMATION ABOUT RAMAPO

General

         Ramapo, a New Jersey corporation,  was organized in 1970. Its principal
subsidiary is The Ramapo Bank.  Ramapo  indirectly owns additional  subsidiaries
through The Ramapo Bank. These include an investment  company,  and several real
estate holding corporations. Ramapo is registered as a bank holding company with
the Board of  Governors  of the Federal  Reserve  System  under the Bank Holding
Company Act.

         At December 31, 1998 Ramapo had:

             * consolidated assets   $337.8 million

             * deposits              $295.5 million

             * shareholders' equity  $ 34.0 million

             * loans                 $170.0 million

         Ramapo's principal executive offices and telephone number are:

              64 Mountain View Boulevard
              Wayne, New Jersey 07470
              (973) 696-6100


The Ramapo Bank

         The Ramapo Bank, a wholly owned  subsidiary of Ramapo,  is a commercial
bank  chartered  under the laws of the State of New  Jersey in 1967.  The Ramapo
Bank's deposits are insured by the FDIC. Its principal  office is in Wayne,  New
Jersey,  and it  operates  eight  branch  offices in  Passaic,  Essex and Morris
Counties in New Jersey.  The Ramapo Bank provides a full range of commercial and
retail banking services.


                                   THE MEETING

Date, Time and Place

         This document  solicits,  on behalf of the Ramapo Board,  proxies to be
voted at a special  meeting of Ramapo  shareholders  and at any  adjournments or
postponements thereof. The meeting is scheduled for:

              Tuesday, April 27, 1999
              4:00 P.M.
              Ramapo Financial Corporation
              64 Mountain View Boulevard
              Wayne, New Jersey 07470


Purpose

         At the meeting, Ramapo shareholders will consider and vote on:

         *  approval and adoption of the merger agreement
         *  any other matters that may properly be brought before the meeting.

<PAGE>

Board Recommendation

         The Ramapo  Board of  Directors  has  unanimously  approved  the merger
agreement  and  unanimously  recommends  a vote FOR approval and adoption of the
merger agreement.


Record Date; Required Vote

         The Ramapo  Board has fixed the close of  business on March 15, 1999 as
the record date for the meeting.  Only holders of record of Ramapo  common stock
at that  time are  entitled  to get  notice  of the  meeting  and to vote at the
meeting.  On the record date, there were 8,151,449 shares of Ramapo common stock
outstanding.  Each of those  shares  will be entitled to one vote on each matter
properly submitted to the meeting.

         The merger cannot be completed without Ramapo shareholder approval. The
affirmative  vote of a majority  of those  shareholders  present in person or by
proxy and entitled to vote is required to approve the merger agreement.

         On the March 15, 1999 record date, the directors and executive officers
of Ramapo as a group beneficially owned 374,049 shares of Ramapo common stock,
representing 4.59% of the issued  and  outstanding  shares.  These  figures  are
calculated  without  counting shares that could be acquired by exercising  stock
options  since  the  shares  underlying  those  options  cannot  be voted at the
meeting. In connection with the execution of the merger agreement, the directors
of Ramapo and The Ramapo Bank  agreed to vote all the shares  they  beneficially
own FOR the merger agreement.

         The matters to be considered at the meeting are of great  importance to
the  shareholders  of  Ramapo.  Accordingly,  we urge you to read and  carefully
consider the information  presented in this proxy  statement-prospectus,  and to
complete,  date,  sign and promptly  return the  enclosed  proxy in the enclosed
postage paid envelope.

Voting Rights; Proxies

         If you properly  execute a proxy card and send it to Ramapo in a timely
manner,  your  proxy  will be voted in  accordance  with  the  instructions  you
indicate on the proxy card,  unless you revoke your proxy prior to the vote.  If
you send us a proxy card that does not instruct us how to vote, your shares will
be voted FOR approval and adoption of the merger agreement.

         The Ramapo  Board is not aware of any matters that will come before the
meeting other than the vote on the merger.  If any other matters come before the
meeting,  the persons named on the enclosed  proxy card will have the discretion
to vote on those  matters  using their best  judgment,  unless you  specifically
withhold that authorization when you complete your proxy card.

         You may revoke any proxy that you give at any time before it is used to
cast your vote. Simply showing up at the meeting will not  automatically  revoke
your  proxy.  To  revoke a proxy,  you must  either  file a  written  notice  of
revocation with the Ramapo Corporate  Secretary,  or deliver a properly executed
proxy with a later date to the Ramapo Corporate Secretary.  The Ramapo Corporate
Secretary  will be in  attendance  at the meeting  and,  prior  thereto,  can be
reached at the following address:

              Janet M. Maloy
              Corporate Secretary
              Ramapo Financial Corporation
              64 Mountain View Boulevard
              Wayne, New Jersey 07470

         The election inspectors  appointed for the meeting,  who will determine
whether  or not a quorum is  present,  will  tabulate  votes cast by proxy or in
person at the meeting.  Abstentions  and "broker  non-votes"  will be treated as
shares that are present and  entitled to vote for  purposes of  determining  the
presence of a quorum.  Abstentions occur when proxies are marked as abstentions,
or  when  shareholders  appear  in  person  but  abstain  from  voting.  "Broker
non-votes"  occur  when a  broker  indicates  on a proxy  that it does  not have
discretionary authority regarding certain shares.

Solicitation of Proxies

         In addition to using the mails,  the directors,  officers and employees
of Ramapo may solicit proxies for the meeting from  shareholders in person or by
telephone.  These  directors,  officers and employees  will not be  specifically
compensated  for their  services.  Ramapo expects to retain  Corporate  Investor
Communications,  Inc.,  a  proxy-soliciting  firm,  to assist  it in  soliciting
proxies.   Ramapo   anticipates   that  it  will  pay  to   Corporate   Investor
Communications  fees and reimburse its  out-of-pocket  expenses,  with the total
amount not exceeding  $5,000.  Ramapo will also make arrangements with brokerage
firms and other custodians,  nominees and fiduciaries to send proxy materials to
their  principals and will  reimburse  those parties for their expenses in doing
so. Ramapo will bear all costs of soliciting proxies for the meeting.

Quorum

         The  presence,  in person or by proxy,  of at least a  majority  of the
Ramapo  common  stock  issued and  outstanding  and  entitled to be voted at the
meeting is necessary to constitute a quorum.

<PAGE>

                               THE PROPOSED MERGER

         A copy of the merger  agreement is attached as Appendix A to this proxy
statement-prospectus  and is incorporated by reference  herein.  Descriptions of
the merger and the merger agreement are qualified in their entirety by reference
to the merger agreement.

General Description

         The merger  agreement  provides  for the merger of Ramapo with and into
Valley,  with  Valley  as the  surviving  entity.  A closing  under  the  merger
agreement is to occur within ten business days after all material  conditions to
closing,  including  receipt  of  regulatory  approvals  and the  expiration  of
regulatory  waiting periods,  have been met. The merger agreement  provides that
Valley will set the exact  closing  date in a notice  delivered  to Ramapo.  The
merger  agreement  also provides that Valley and Ramapo may agree on a different
closing date. The parties have tentatively selected June 11, 1999 as the closing
date,  and they currently  anticipate  closing on or about that date. The merger
will become  effective at the time  specified in a  certificate  of merger which
Valley and Ramapo will  prepare  and which  Valley will file with the New Jersey
Secretary of State following the closing.  Valley and Ramapo anticipate that the
merger will become  effective  on the opening of business on the first  business
day after the closing date.  Immediately  after the merger is effective,  Valley
will merge The Ramapo Bank with Valley  National Bank, with Valley National Bank
as the surviving entity. The exact closing date and effective time are dependent
upon satisfaction of numerous  conditions,  some of which are not under Valley's
or Ramapo's control.

Consideration; Exchange Ratio; Cash instead of Fractional Shares

         When  the  merger  becomes  effective,  except  as  noted  below,  each
outstanding  share of Ramapo  common stock will be  converted  into the right to
receive 0.425 shares of Valley common stock. The 0.425 exchange ratio is subject
to  adjustment to take into account any stock split,  stock  dividend or similar
transaction  with respect to Valley  common stock between the date of the merger
agreement and the effective time of the merger.  Certain shares of Ramapo common
stock held by Ramapo or by Valley or its  subsidiaries  will be cancelled in the
merger and will not be converted into Valley common stock.

         Instead  of  fractional   shares  of  Valley   common   stock,   Ramapo
shareholders  will  receive,  without  interest,  a cash  payment  equal  to the
fractional  share interest to which they would otherwise be entitled  multiplied
by the value of Valley common stock. For this purpose,  Valley common stock will
be valued at the average of its closing prices for the ten  consecutive  trading
days ending  with and  including  the fifth day before the merger is  completed.
This valuation measure is subject to an anti-dilution adjustment in the event of
stock split, stock dividend or similar transaction with respect to Valley common
stock between the date of the merger  agreement and the time the merger  becomes
effective.  All  shares  of  Valley  common  stock  to  be  issued  to a  Ramapo
shareholder  will be  combined to make as many whole  shares as possible  before
calculating that shareholder's fractional share interest.

         The  price of  Valley  common  stock at the  time  the  merger  becomes
effective may be higher or lower than the price

            *  when the merger agreement was signed,

            *  when this proxy statement was mailed,

            *  when the Ramapo shareholders meet to vote on the merger or

            *  when Ramapo  shareholders  receive Valley stock certificates from
               the exchange agent following the merger.

We urge you to obtain current market  quotations for the Valley common stock and
the Ramapo common stock.

Conversion of Ramapo Options

         Options to acquire Ramapo common stock have been issued pursuant to:

            *  the  Ramapo  Financial  Corporation  1995 Stock  Option  Plan for
               Non-Employee Directors,

            *  the Ramapo Financial Corporation 1995 Employee Stock Option Plan,
               and

            *  the  Ramapo  Financial  Corporation  Non-Statutory  Stock  Option
               Agreement of Mortimer J. O'Shea dated March 17, 1994.

         The  merger  agreement  provides  that each of these  options  which is
outstanding  when the merger becomes  effective will be converted into an option
to purchase Valley common stock.  The terms of the new option will be determined
as follows:

            *  the right to purchase  shares of Ramapo common stock  pursuant to
               the old option will be converted in the new option into the right
               to  purchase  that same number of shares of Valley  common  stock
               multiplied by the exchange ratio,

            *  the option  exercise  price per share of Valley common stock will
               be the previous  option exercise price per share of Ramapo common
               stock divided by the exchange ratio, and

            *  in all other material  respects the new option will be subject to
               the same terms and conditions as governed the old option on which
               it was  based,  including  the  length of time  within  which the
               option may be exercised.

         Valley has reserved for issuance the number of shares of Valley  common
stock necessary to satisfy  Valley's  obligations  under the converted  options.
Valley has agreed to register  those shares  pursuant to the  Securities  Act as
soon as practicable  after the merger becomes  effective.  As of March 10, 1999,
there were options  outstanding  for 921,334 shares of Ramapo common stock which
would be converted in the merger as described above.

Background of and Reasons for the Merger

         Background of the Merger

         In early summer 1998 the Ramapo Board was conducting  ongoing strategic
planning activities.  At that time, the Board retained the services of Danielson
Associates,  a financial advisory and bank consulting firm. Danielson Associates
and its principal,  Arnold Danielson,  had previously  consulted with The Ramapo
Bank  during  the  capital  stress  period  in the  early  1990s  and  had  been
instrumental  in the bank's  raising  additional  capital at that time,  and its
recovery  thereafter.  With  Danielson,  the  Board  explored  Ramapo's  various
strategic alternatives. These included:

            *  internal growth through branching and the possible  chartering of
               new affiliated banks;

            *  external   growth   through  the   exploration   of   acquisition
               opportunities;

            *  exploring the possibility of a so called "merger of equals"; and

            *  considering  a sale  to,  or  merger  with,  a  larger  financial
               institution.


         Danielson  recommended,  and  the  Board  concurred,  that  the  Ramapo
shareholders' long range best interest would be served by selecting and pursuing
one or more of the affirmative  alternatives presented.  This recommendation was
based, in part, on:

            *  the  current  competitive  structure  of the  financial  services
               industry,

            *  Ramapo's size, and

            *  Ramapo's future growth and earnings prospects.


         The Board continued studying Ramapo's  strategic  alternatives into the
fall of 1998,  although the Board did not actively  pursue any single  strategy.
The Board's  consideration  of the  Danielson  recommendations  was limited to a
great  extent due to the stock  market  retreat and the general  decline of bank
acquisition activity in the late summer of 1998.

         With the recovery of the stock  market and merger  activity in the late
fall of 1998, the Ramapo Board redirected its interest to selecting and actively
pursuing a positive strategy.

         The Board asked Danielson  Associates to update its analysis of Ramapo.
Danielson Associates concluded that, of the alternatives  discussed earlier, the
sale or merger of Ramapo was the most preferred alternative, and was in the best
interest of Ramapo's shareholders. The Board concurred with this recommendation.
The  Board  authorized  Danielson  to  contact  the  potential  merger  partners
identified  by the  Board,  provide  them  with  relevant  financial  data  on a
confidential  basis,  and invite them to submit a written proposal to merge with
or acquire Ramapo. Of the six potential merger partners identified,  three chose
to submit written proposals.  It was the Board's best business judgment that the
Valley  proposal  was the most  favorable  to Ramapo's  shareholders.  The Board
reached this  determination  after  considering the proposed  exchange ratio and
other factors, including:

            *  Valley's geographic location,

            *  Valley's operating record, including its many years of profitable
               operation,

            *  Valley's banking philosophy and customer relationships,

            *  Valley's dividend payment record and

            *  the fact that  Valley's  stock was  traded on the New York  Stock
               Exchange.

         In addition,  the Board  considered  Danielson's  opinion that Valley's
stock was positive in terms of future value appreciation.  After negotiations of
the  details,  a  definitive  agreement  was entered  into on December 17, 1998,
subject to shareholder approval.

         Ramapo's Reasons for the Merger

         It is the  Ramapo  Board's  opinion  that  the  interests  of  Ramapo's
shareholders,  and  specifically  the return on their  investment,  will best be
served  by a merger  with a larger  institution  at this  time.  The  Board  has
consulted with Ramapo's independent financial consultant,  Danielson Associates,
which concurs with this view. The Valley proposal was the most attractive merger
proposal  that the  Ramapo  Board  received.  The Board  believes  that delay in
pursuing the merger  strategy could  jeopardize the potential  sales price which
Ramapo could receive in any transaction.

         Recommendations of the Ramapo Board of Directors

         The Ramapo Board  believes  that the merger is fair to, and in the best
interests of, Ramapo and its  shareholders.  Accordingly,  the Board unanimously
approved the merger agreement and merger and recommends that Ramapo shareholders
vote FOR the approval and adoption of the merger agreement and merger.

         Valley's Reasons for the Merger

         Valley has an ongoing  strategy of growth  through  acquisitions.  When
Valley was  invited to make an offer to acquire  Ramapo,  Valley  made its offer
consistent with this strategy.  Valley believes that the merger with Ramapo will
strengthen Valley's franchise in northern New Jersey.

Interests of Certain Persons in the Merger

         In considering  the  recommendation  of the Ramapo Board  regarding the
merger,  Ramapo  shareholders should know that certain directors and officers of
Ramapo  have  interests  in  the  merger  in  addition  to  their  interests  as
shareholders of Ramapo.  All those additional  interests are described below, to
the extent they are material and are known to Ramapo. The Ramapo Board was aware
of these interests and considered  them,  among other matters,  in approving the
merger agreement:

         Board Membership.  The merger agreement provides that Valley and Valley
National Bank will each appoint Richard S. Miller to its Board of Directors when
the merger becomes  effective.  Mr. Miller is currently a director of Ramapo and
The Ramapo Bank.

         Employment and Change in Control Agreements.  Mr. Mortimer J. O'Shea is
currently  the President and CEO and Mr. Erwin D. Knauer is currently the Senior
Vice President of Ramapo.  Each of Mr. O'Shea and Mr. Knauer has a contract with
Ramapo that  provides for him to receive two years base salary as severance  pay
upon a change  in  control  where  he does not  continue  in the  employ  of the
surviving  corporation  in a  comparable  position.  Valley and Mr.  O'Shea have
agreed that in addition to paying the severance  payment  provided for under his
existing  contract,  Valley will retain Mr. O'Shea as a full time consultant for
up to 90 days  after the merger is  completed,  and he will agree not to compete
with Valley in an area near Valley's main office for a two-year period following
his  consulting  term. In return,  Valley will pay Mr. O'Shea a weekly  retainer
equivalent to his current  salary of $4,470 per week during the 90 day period in
which he provides the consulting services. Valley and Mr. Knauer have reached an
agreement that he may either accept  employment  with Valley or rely upon and be
paid in accordance with the terms of his existing contract with Ramapo should he
not accept employment with Valley. If he does not accept employment with Valley,
Mr.  Knauer may  additionally  agree not to compete  with Valley in an area near
Valley's main office for two years after his  employment  ends. If he so agrees,
he will be paid under his existing  change in control  contract  with Ramapo and
also be paid  $163,350 for his covenant not to compete,  subject to reduction to
the extent necessary to avoid triggering  excise taxes under Section 280G of the
Internal Revenue Code.

         Mr. Paul  Fitzgerald  is currently a senior vice  president of Ramapo's
banking  subsidiary,  The Ramapo Bank. Mr.  Fitzgerald  currently has a contract
with Ramapo that provides for him to receive one year's base salary as severance
pay upon a change in  control  where he does not  continue  in the employ of the
surviving  corporation in a comparable position.  As an alternative,  Valley has
offered  Mr.  Fitzgerald  an  employment  agreement  that would  provide for Mr.
Fitzgerald  to  be  employed  by  Valley  for  a  two-year  term  at  comparable
compensation with an agreement by him not to compete with Valley in an area near
Valley's main office for two years after the termination of his employment.

         Mr.  Walter  Wojcik,  Treasurer of Ramapo,  does not  currently  have a
change in control  agreement  with  Ramapo.  Valley  has  offered  Mr.  Wojcik a
two-year  employment  agreement  at his present  compensation  on the same basic
terms and conditions as those offered Mr. Fitzgerald and described above.

         Valley has also offered employment agreements to certain other officers
of Ramapo's subsidiary, The Ramapo Bank, at their current compensation levels.

         Stock Benefits.  When the merger becomes  effective,  each  outstanding
Ramapo Option will be converted into an option to purchase  Valley common stock.
All outstanding, non-vested options will vest upon the approval of the merger by
Ramapo's shareholders. See "Conversion of Ramapo Options" on page 17.

         Indemnification;  Directors and Officers. The merger agreement requires
Valley to indemnify  each  director and officer of Ramapo and The Ramapo Bank to
the  fullest  extent  permitted  under  applicable  law and its  Certificate  of
Incorporation  and  By-laws,  for a period  of six  years  after  the  merger is
completed. The merger agreement also requires Valley and Valley National Bank to
advance  expenses in connection with the  indemnification  to the fullest extent
permitted under applicable law and its Certificate of Incorporation and By-laws.

         Share Ownership.  As of the March 15, 1999 record date for the meeting,
the directors of Ramapo and The Ramapo Bank beneficially  owned in the aggregate
approximately 4.55% of the issued and outstanding shares of Ramapo common stock.
In  connection  with the  execution of the merger  agreement,  the  directors of
Ramapo and The Ramapo Bank agreed to vote all the shares they  beneficially  own
in favor of the merger agreement.  As of the record date,  executive officers of
Ramapo who are not also  directors  beneficially  owned in the aggregate 0.4% of
the issued and outstanding shares of Ramapo common stock.

Opinion of Ramapo's Financial Advisor

         Ramapo retained Danielson  Associates,  Inc. to advise the Ramapo Board
of Directors on the fairness to its  shareholders  of the financial terms of the
offer to  acquire  Ramapo.  Danielson  Associates  is  regularly  engaged in the
valuation of banks, bank holding  companies,  and thrifts in the connection with
mergers,  acquisitions, and other securities transactions; and has knowledge of,
and experience  with, the New Jersey banking  markets and banking  organizations
operating in those markets.  Ramapo  selected  Danielson  Associates  because of
Danielson  Associate's  knowledge  of,  expertise  with,  and  reputation in the
financial services industry.

         In this capacity,  Danielson  Associates  reviewed the merger agreement
with respect to the pricing and other terms and  conditions  of the Merger,  but
the decision to accept the offer was  ultimately  made by the Board of Directors
of Ramapo.  Danielson  Associates rendered its oral opinion to the Ramapo Board,
which it subsequently  confirmed in writing, that as of the date of the opinion,
the financial terms of Valley's offer were fair to Ramapo and its  shareholders.
No limitations  were imposed by the Ramapo Board upon Danielson  Associates with
respect to the  investigation  made or procedures  followed by it in arriving at
its opinion.

         In arriving at its opinion, Danielson Associates:

            *  Reviewed certain business and financial  information  relating to
               Ramapo and Valley,  including  annual reports for the fiscal year
               ended  December  31,  1997 and call report data from 1990 to 1997
               and quarterly reports for 1998;

            *  Discussed the past and current  operations,  financial  condition
               and prospects of Ramapo with its senior executives;

            *  Analyzed the pro forma impact of the merger on Valley's  earnings
               per share, capitalization, and financial ratios;

            *  Reviewed  the  reported  prices and trading  activity  for Valley
               common stock and compared it to similar bank holding companies;

            *  Reviewed and compared the financial terms, to the extent publicly
               available, with comparable transactions;

            *  Reviewed the merger agreement and certain related documents; and

            *  Considered other factors that it deemed appropriate.

         Danielson Associates did not obtain any independent appraisal of assets
or liabilities of Ramapo or Valley or their subsidiaries.  Danielson  Associates
did not  independently  verify the information  provided by Ramapo or Valley and
assumed the accuracy and completeness of all such information.

         In arriving at its opinion, Danielson Associates performed a variety of
financial  analyses.  Danielson  Associates  believes  that its analyses must be
considered as a whole. Consideration of portions of the analyses and the factors
considered  therein,  without  considering  all the factors and analyses,  could
create an incomplete view of the analyses and the process  underlying  Danielson
Associates'  opinion. The preparation of a fairness opinion is a complex process
involving  subjective  judgments and is not necessarily  susceptible to partial
analysis and summary description.

         In its analyses,  Danielson  Associates made certain  assumptions  with
respect to industry  performance,  business and economic  conditions,  and other
matters,  many of which were beyond Ramapo's or Valley's control.  Any estimates
contained in Danielson Associates analyses are not necessarily indicative of the
future results of value,  which may be significantly more or less favorable than
such  estimates.  Estimates  of the  value of  companies  do not  purport  to be
appraisals  or  necessarily  reflect  the  prices  at which  companies  or their
securities may actually be sold.

         The following is a summary of selected analyses considered by Danielson
Associates in connection with its opinion letter.

Pro Forma Merger Analyses

         Danielson Associates analyzed the changes in the amount of earnings and
book value  represented  by the receipt of about  $107.5  million for all of the
outstanding shares of Ramapo common stock and Ramapo options and warrants, which
will be paid in Valley common stock. The analysis evaluated, among other things,
possible dilution in earnings and capital per share for Valley common stock.

Comparable Companies

         Danielson  Associates  compared certain  financial  factors for Valley,
with the medians for selected  banks and bank holding  companies  that Danielson
Associates  deemed  to  be  comparable  to  Valley.  The  selected  institutions
included:

            *  Mercantile Bankshares Corp.,

            *  Keystone Financial, Inc.,

            *  Wilmington Trust,

            *  Riggs National Corporation,

            *  UST Corp.,

            *  Fulton Financial Corporation,

            *  Commerce Bancorp, Inc.,

            *  Susquehanna Bancshares, Inc.,

            *  Trust Company of New Jersey, and

            *  TrustCo Bank Corp. of New York.

The results were as follows:

<PAGE>

<TABLE>
<CAPTION>


                                                                                                Median of
                  Factor Considered                                Valley                    Comparable Banks
<S>                                                                <C>                           <C>
December 17, 1998 stock price as a multiple of
earnings for the four quarters ended September 30, 1998            16.6x                           18.6x

December 17, 1998 stock price as a percentage of book
value at September 30, 1998                                         304%                           261%

Dividend yield, based on dividends paid for the
four quarters ended September 30, 1998 and
stock price as of December 17, 1998                                 3.31%                          2.70%

Capital as a percentage of assets as of September 30,
1998                                                               10.00%                          9.01%

Nonperforming  assets (including real estate owned,  
non-accrual loans, loans 90 days past due and 
restructured loans) as a percentage of total assets
as of September 30, 1998                                           0.48%                          0.67%

Return on average assets for the four quarters ended 
September 30, 1998                                                 1.85%                          1.41%

Return on average equity for the four quarters ended 
September 30, 1998                                                19.45%                         14.92%

</TABLE>

         Danielson  Associates also compared other income,  expense, and balance
sheet information of such companies with similar information about Valley.

Comparable Transaction Analysis

         Danielson  Associates  compared  the  consideration  to be  paid in the
merger to the latest  twelve months  earnings and equity  capital of Ramapo with
earnings and capital  multiples paid in acquisitions of New Jersey banks through
the opinion date. Of these, the most applicable recent transactions included:

            *  Commerce  Bancorp's  acquisitions of Prestige Financial Corp. and
               Community First Banking Company

            *  Lakeland Bancorp's acquisition of High Point Financial Corp.

            *  Richmond  County  Financial  Corp.'s   acquisition  of  Ironbound
               Bancorp

            *  Sovereign Bancorp's acquisition of Carnegie Bancorp.


The comparison yielded the following results:


<TABLE>
<CAPTION>

                                                                                                Median of
                 Factor Considered                               Ramapo                  Comparable Transactions
<S>                                                               <C>                             <C>            
Consideration paid in the transactions as a
percentage of latest available reported book value                322%                            293%

Consideration paid in the transactions as a
multiple of latest available reported earnings for
trailing four quarters                                           30.1x                            26.7x

</TABLE>

<PAGE>

Other Analysis

         In addition to  performing  the analyses  summarized  above,  Danielson
Associates also considered:

         * The general market for bank and thrift mergers,

         * The historical financial performance of Ramapo and Valley,

         * The deposit market shares of both banks, and

         * The general economic conditions and prospects of those banks.

         No company or transaction used in this composite  analysis is identical
to Ramapo or Valley. Accordingly, an analysis of the results of the foregoing is
not  mathematical.  Rather,  it involves  complex  consideration  and judgments
concerning  differences  in  financial  and  operating  characteristics  of  the
companies and other factors that could affect the public  trading  values of the
company or companies to which they are being compared.

         The  summary  set  forth  above  does  not  purport  to  be a  complete
description of the analyses and procedures  performed by Danielson Associates in
the course of arriving at its opinion.

         In  payment  for its  services  as the  financial  advisor  to  Ramapo,
Danielson Associates is to be paid an estimated fee of about $625,000.

         The full text of the updated opinion of Danielson  Associates dated the
date of this proxy  statement-prospectus, which sets forth  assumptions made and
matters   considered,   is   attached   hereto  as  Appendix  C  to  this  proxy
statement-prospectus.  Ramapo shareholders are urged to read this opinion in its
entirety. Danielson Associates' opinion is directed only to the consideration to
be  received  by Ramapo  shareholders  in the Merger and does not  constitute  a
recommendation to any Ramapo  shareholder as to how such shareholder should vote
at the Shareholders Meeting.

Resale Considerations Regarding Valley Common Stock

         The shares of Valley  common stock that will be issued if the merger is
consummated  have  been  registered  under  the  Securities  Act of 1933.  These
registered  shares will be freely  transferable,  except for shares  received by
persons, including directors and executive officers of Ramapo, who may be deemed
to be  "affiliates"  of Ramapo under Rule 145  promulgated  under the Securities
Act. An "affiliate" of an issuer is defined generally as a person who "controls"
the issuer. Directors,  executive officers and 10% shareholders may be deemed to
control the issuer.  Affiliates may not sell their shares of Valley common stock
acquired  pursuant to the merger,  except pursuant to an effective  registration
statement  under the  Securities  Act  covering  the Valley  common  stock or in
compliance with Rule 145 or another  applicable  exemption from the registration
requirements of the Securities Act.

         Persons who may be deemed to be  "affiliates"  of Ramapo have delivered
letters to Valley in which they have  agreed to  certain  restrictions  on their
ability to transfer, whether by sale or otherwise, any Ramapo common stock owned
by them and any Valley common stock they acquire in the merger.  Valley required
these  restrictions  in order to comply with the  accounting  rules  governing a
pooling-of-interests,  and to comply with Rule 145 under the Securities Act. The
persons who may be deemed  affiliates  have  agreed not to  transfer  the shares
during a period  which  begins 30 days before the merger is  completed  and ends
when Valley publishes financial results covering at least 30 days of post-merger
combined operations of Valley and Ramapo.  Those persons have also agreed not to
transfer  their Ramapo  common  stock prior to that  restricted  period  without
giving Valley  advance notice and an opportunity to object if the transfer would
interfere  with pooling-of-interests  accounting  for the merger.  Those persons
have also agreed to refrain from  transferring  Valley common stock  acquired by
them in the merger,  except in compliance with certain  restrictions  imposed by
Rule 145. Certificates  representing the shares of Valley common stock issued to
those  persons  pursuant  to the merger will bear a legend  reflecting  that the
shares are restricted in accordance with the letter signed by the person and may
not be transferred except in compliance with those restrictions.

         Persons who may be deemed  "affiliates"  of Valley have also  delivered
letters to Valley in which they have agreed not to transfer  Valley common stock
beneficially owned by them in violation of the pooling accounting restrictions.

Conditions to the Merger

         The  obligation  of each party to  consummate  the merger is subject to
satisfaction or waiver of certain conditions, including:

            *  approval of the merger agreement by the shareholders of Ramapo;

            *  receipt of all necessary  consents,  approvals and authorizations
               from federal and state government authorities;

            *  absence of any  litigation  that would  restrain or prohibit  the
               consummation of the merger, or that has significant  potential to
               be resolved in a way that would deprive the terminating  party of
               the material benefits of the merger;

            *  receipt  of  a  letter  from  Valley's  independent   accountants
               regarding  qualification  of the merger for pooling of  interests
               accounting treatment; and

            *  receipt of an opinion of Pitney,  Hardin,  Kipp & Szuch regarding
               the tax-free  nature of the merger.  If this condition is waived,
               i.e.,  if the merger is not  necessarily  tax-free but Valley and
               Ramapo wish to  consummate it anyway,  Ramapo will  resolicit its
               shareholders' vote on the merger.

         The obligation of Valley to consummate  the merger is also  conditioned
on, among other things:

            *  continued   accuracy,   in   all   material   respects,   of  the
               representations  and warranties of Ramapo contained in the merger
               agreement; and

            *  performance  by  Ramapo,  in  all  material   respects,   of  its
               obligations under the merger agreement.

         The obligation of Ramapo to consummate  the merger is also  conditioned
on, among other things:

            *  continued   accuracy,   in   all   material   respects,   of  the
               representations  and warranties of Valley contained in the merger
               agreement;

            *  performance  by  Valley,  in  all  material   respects,   of  its
               obligations under the merger agreement; and

            *  receipt by Ramapo of the  fairness  opinion  letter of  Danielson
               Associates,  Inc.  which is  attached as Appendix C to this proxy
               statement prospectus.

Conduct of Business Pending the Merger

         The merger agreement  requires Ramapo to conduct its business until the
merger takes place only in the ordinary  course of business and consistent  with
prudent banking  practices,  except as permitted  under the merger  agreement or
with the  written  consent of Valley.  Under the  merger  agreement,  Ramapo has
agreed not to take certain  actions  without the prior written consent of Valley
or unless permitted by the merger agreement,  including, among other things, the
following:

            *  change any provision of its Certificate of Incorporation, By-laws
               or similar governing documents;

            *  issue new stock,  grant an option,  or declare,  set aside or pay
               any dividend other than Ramapo's regular quarterly cash dividends
               of $0.04 per share;  Valley and  Ramapo  have  agreed to pay cash
               dividends to Ramapo  shareholders  for the second quarter of 1999
               equivalent  to  the  dividends   they  would  receive  as  Valley
               shareholders  after the merger.  Thus, if Valley's second quarter
               dividend record date falls after the merger is completed,  Ramapo
               will  not  pay  second   quarter   cash   dividends   and  Ramapo
               shareholders  who become Valley  shareholders  in the merger will
               receive second  quarter cash  dividends from Valley.  If Valley's
               second  quarter  dividend  record date falls before the merger is
               completed,  then Ramapo will pay second quarter cash dividends at
               a rate which is equivalent to Valley's cash dividends, and Ramapo
               shareholders  who became Valley  shareholders  in the merger will
               not receive any  additional  second  quarter cash  dividends from
               Valley.


            *  grant anyone severance or termination pay, or enter into or amend
               any employment agreement;

            *  adopt any new  employee  benefit  plan,  or award any increase in
               compensation or benefits;

            *  file any applications or make any contracts  regarding  branching
               or site location or relocation;

            *  agree to acquire any business or entity  (other than to foreclose
               on collateral for a defaulted loan);

            *  make any material  change in its accounting  methods or practices
               not required by generally accepted  accounting  principles,  also
               known as "GAAP"; and

            *  take any action  that would cause any of its  representations  or
               warranties  in the merger  agreement to be  materially  untrue or
               incorrect when the merger takes effect.

         Under the merger agreement,  Ramapo cannot encourage or solicit or hold
discussions or  negotiations  with, or provide any  information  to, any person,
entity or group,  other than  Valley,  concerning  any (1)  merger,  (2) sale of
stock, (3) sale of substantial assets or liabilities outside the ordinary course
of  business  or (4)  similar  transactions.  However,  Ramapo  may  enter  into
discussions or  negotiations  or provide any  information in connection  with an
unsolicited  possible  transaction  of this  sort  if the  Ramapo  Board,  after
consulting   with   counsel,   determines  in  the  exercise  of  its  fiduciary
responsibilities  that it  should  take  those  actions.  Ramapo  has  agreed to
promptly  communicate  to Valley the terms of any  proposal it may receive  with
respect to any acquisition transaction. This restriction,  along with the option
described  in the  following  section,  may deter other  potential  acquirors of
control of Ramapo.

Stock Option to Valley for Ramapo Shares

         As a condition to Valley  entering  into the merger  agreement,  Valley
required  that Ramapo  grant  Valley an option that was  designed to deter other
companies from attempting to acquire control of Ramapo.  The option gives Valley
the right to  purchase  for $7.50  per  share up to  1,608,159  shares of Ramapo
common  stock,  representing  19.9% of the  outstanding  Ramapo  shares when the
option  was  granted.  The  option  is  exercisable  only  if  certain  specific
triggering  events  occur and the merger does not occur.  Valley has no right to
vote the shares covered by the option prior to its exercise.

         Valley could  recognize a gain if it  exercises  the option and resells
the shares it acquires for more than the exercise  price.  The  existence of the
option may deter other potential acquirors of control of Ramapo,  since it would
probably  increase the cost of acquiring  all the shares of Ramapo common stock.
Valley's exercise of the option could also make pooling-of-interests  accounting
treatment  unavailable  to a subsequent  acquiror.  The  agreement  granting the
option is set forth as Appendix B to this document.

Representations, Warranties and Covenants

         The merger  agreement  contains  customary mutual  representations  and
warranties, as well as covenants, relating to, among other things:

            *  corporate organization and similar corporate matters,

            *  authorization,   execution  and   enforceability  of  the  merger
               agreement,

            *  the accuracy of  information  contained  in each party's  filings
               with the SEC,

            *  the  accuracy of  information  supplied by each party in creating
               this document,

            *  compliance with applicable laws,

            *  the absence of material litigation,

            *  certain bank regulatory matters,

            *  the absence of certain material changes or events since 
               September 30, 1998,

            *  the adequacy of loan loss reserves, and

            *  each party's  preparations to have its data processing systems be
               Year 2000 compliant.

Regulatory Approvals

         Consummation of the  Valley-Ramapo  merger and the merger of The Ramapo
Bank into  Valley  National  Bank  requires  the  approval  of the Office of the
Comptroller of the Currency.  OCC approval does not constitute an endorsement of
the merger or a  determination  by the OCC that the terms of the merger are fair
to the  shareholders  of Ramapo or Valley.  Valley filed an application  for OCC
approval on February 12, 1999. Valley also corresponded with the Federal Reserve
Board on February 12, 1999 and received  confirmation  on March 5, 1999 that the
merger does not require a formal application for approval of the Federal Reserve
Board. While Valley and Ramapo anticipate receiving OCC approval, we can give no
assurance that it will be granted,  or that it will be granted on a timely basis
without conditions unacceptable to Valley or Ramapo.

Management and Operations After the Merger

         As a result of the merger,  Ramapo will be merged with and into Valley,
with Valley as the  surviving  entity.  Immediately  following  the merger,  The
Ramapo  Bank will be merged  with and into  Valley  National  Bank,  with Valley
National Bank as the  surviving  entity.  Valley  National Bank will continue to
operate as a wholly-owned subsidiary of Valley.

         At the time the merger becomes effective,  Richard S. Miller, currently
age 64,  will become a director of both  Valley and Valley  National  Bank.  Mr.
Miller is  currently a director of both  Ramapo and The Ramapo  Bank.  He is the
senior  member of the law firm of Williams,  Caliri,  Miller & Otley  located in
Wayne, New Jersey.  His legal practice is concentrated in the  representation of
financial institutions and business interests.

Exchange of Certificates

         When the merger takes effect, no one will any longer have any rights as
a Ramapo  shareholder.  Certificates  that  represented  shares of Ramapo common
stock  automatically will represent the shares of Valley common stock into which
the merger converts those shares of Ramapo common stock.

         Promptly  after the merger takes effect,  Valley will have its exchange
agent send written  instructions  and a letter of  transmittal to each holder of
Ramapo common stock,  indicating how to exchange Ramapo stock  certificates  for
the Valley  stock  certificates.  Ramapo  shareholders  should not send in their
stock certificates until they receive instructions from the exchange agent.

         Each share of Valley  common stock issued in exchange for Ramapo common
stock  will be  deemed  to have  been  issued  at the  time the  merger  becomes
effective.  Thus,  Ramapo  shareholders  who receive  Valley common stock in the
merger will be entitled to receive any dividend or other  distribution which may
be  payable to  holders  of record of Valley  common  stock as of any date on or
after the time the merger  becomes  effective.  However,  no  dividend  or other
distribution  will  actually be paid with respect to any shares of Valley common
stock until the certificates formerly representing shares of Ramapo common stock
have  been   surrendered.   At  that  time  any  accrued   dividends  and  other
distributions  on those  shares  of Valley  common  stock  will be paid  without
interest. See "Consideration; Exchange Ratio; Cash instead of Fractional Shares"
on page 16.

         Ramapo  shareholders,  promptly after they surrender their Ramapo stock
certificates to the exchange agent, will receive a certificate  representing the
full number of shares of Valley  common  stock into which their shares of Ramapo
common  stock  have been  converted.  At the time the new stock  certificate  is
issued,  a check for the amount of the fractional  share interest,  if any, will
also be issued to the former Ramapo shareholder.

Amendments

         Valley  and Ramapo may amend the  merger  agreement  by mutual  written
consent  at any time  before  the  merger  is  completed.  However,  the  merger
agreement  provides  that certain types of  amendments,  such as an amendment to
decrease the exchange  ratio,  cannot be made  following  adoption of the merger
agreement by the Ramapo shareholders without their approval.

Termination

         Valley and Ramapo may terminate the merger  agreement by mutual written
consent at any time.

         Either Valley or Ramapo may terminate the merger  agreement for certain
reasons, including the following:

            *  the merger has not been completed by September 30, 1999,

            *  the Ramapo  shareholders  fail to approve the merger agreement at
               the meeting, or

            *  a  regulatory  approval  needed to  complete  the merger has been
               denied or withdrawn.

         Valley may terminate the merger agreement if:

            *  there has been a material  adverse  change in Ramapo's  business,
               operations, assets or financial condition,

            *  Ramapo's  net  operating  income,  excluding  security  gains and
               losses (after tax but excluding merger-related expenses), for any
               full  fiscal  quarter  after  September  30,  1998 is  less  than
               $750,000,

            *  Ramapo materially breaches the merger agreement, or

            *  a regulatory approval needed to complete the merger is given with
               conditions which materially impair the value of Ramapo to Valley.

         Ramapo may terminate the merger agreement if:

            *  there has been a material  adverse  change in Valley's  business,
               operations, assets or financial condition, or

            *  Valley materially breaches the merger agreement.

         Ramapo may also  terminate  the merger  agreement if the average of the
closing  prices of Valley  common  stock for the ten  consecutive  trading  days
ending with and  including  the fifth day before the merger  closes is less than
$23.50.  Your vote is being  solicited  at a time,  and the  Ramapo  shareholder
meeting  will  probably  occur at a time,  when it is  impossible  to  determine
whether this termination right will exist.

         The Ramapo  Board has not made a  determination  as to whether it would
exercise its right to  terminate  the merger  agreement if the Valley's  average
common stock price is below $23.50 during the measurement period. In considering
whether to exercise its termination  right in such a situation, the Ramapo Board
would,  consistent  with its  fiduciary  duties,  take into account all relevant
facts  and  circumstances  that  exist at the time and  would  consult  with its
financial  advisor and legal  counsel.  Approval of the merger  agreement by the
Ramapo  shareholders  at the meeting  will confer on the Ramapo Board the power,
consistent with its fiduciary  duties, to elect to consummate the merger in such
event and without any further action by, or resolicitation  of, the shareholders
of Ramapo.

         If the merger  agreement  is  terminated,  each party will bear its own
expenses  and will  retain all rights and  remedies it may have at law or equity
under the merger agreement.

Accounting Treatment of the Merger

         Valley expects to account for the merger under the pooling-of-interests
method  of  accounting  in  accordance   with  generally   accepted   accounting
principles. Each party's obligation to consummate the merger is conditioned upon
Valley's  receiving a letter from its independent  public  accountants  that the
merger qualifies for such accounting treatment. In the merger agreement,  Valley
has agreed to take the necessary  actions to cure  appropriate  tainted treasury
shares  so  that  the   merger   meets  the   treasury   stock   condition   for
pooling-of-interests accounting.

         Under pooling-of-interests  accounting  principles,  as of the time the
merger becomes effective, the assets and liabilities of Ramapo would be added to
those of Valley at their  recorded  book  values  and the  stockholders'  equity
accounts of Valley and Ramapo would be combined on Valley's consolidated balance
sheet.   Under  the  pooling  of  interests   method  of  accounting,   Valley's
consolidated  financial  statements  will be  retroactively  adjusted  after the
merger to combine the  statements  of condition  and results of  operations  for
periods  prior  to the  consummation  of the  merger.  The pro  forma  financial
information  contained  in this  proxy  statement  has been  prepared  using the
pooling-of-interests  accounting basis to account for the merger. See "Pro Forma
Financial Information" beginning on page 30.

         Both the  pooling-of-interests  and purchase  methods of accounting are
acceptable methods of recording  business  combinations.  However,  they are not
alternative choices in accounting for the same transaction.  If all the criteria
for recording a  transaction  as a pooling are met, the  transaction  must be so
recorded.  The  method  of  accounting  for a  business  combination  can have a
significant  effect  on the  reported  earnings  and  financial  condition  of a
company.

Federal Income Tax Consequences

         The   following  is  a  discussion  of  certain   federal   income  tax
consequences of the merger. The discussion may not apply to special  situations,
such as those of any Ramapo shareholders

            *  who  received  Valley  common stock upon the exercise of employee
               stock options or otherwise as compensation,

            *  that  hold  Ramapo  common  stock  as  part  of a  "straddle"  or
               "conversion transaction," or

            *  that  are  insurance  companies,  securities  dealers,  financial
               institutions or foreign persons.

         This discussion does not address any aspects of state, local or foreign
taxation.  It is based upon laws,  regulations,  rulings  and  decisions  now in
effect  and on  proposed  regulations.  All of these  are  subject  to change by
legislation,  administrative action or judicial decision,  and the changes could
have  retroactive  effects.  No ruling  has been or will be  requested  from the
Internal  Revenue Service on any tax matter relating to the tax  consequences of
the merger.

         As an  exhibit  to the  Registration  Statement  of  which  this  proxy
statement  is a part,  Pitney,  Hardin,  Kipp & Szuch,  counsel to Valley,  have
advised  Valley and Ramapo in an opinion dated the date of this proxy  statement
that:

            *  the merger will be treated for federal  income tax  purposes as a
               reorganization  qualifying under the provisions of Section 368 of
               the Internal Revenue Code of 1986, as amended.

            *  Ramapo will not recognize any gain or loss.

            *  Ramapo  shareholders  will  not  recognize  any  gain or loss for
               federal  income tax  purposes  upon the exchange in the merger of
               shares of Ramapo  common  stock solely for Valley  common  stock,
               except  with  respect to cash  received  instead of a  fractional
               share interest in Valley common stock.

            *  The basis of Valley common stock received in the merger by Ramapo
               shareholders,   including  the  basis  of  any  fractional  share
               interest in Valley common stock, will be the same as the basis of
               the  shares  of  Ramapo  common  stock  surrendered  in  exchange
               therefor.

            *  The  holding  period of Valley  common  stock  will  include  the
               holding  period  during  which the shares of Ramapo  common stock
               surrendered  in  exchange   therefor  were  held  by  the  Ramapo
               shareholder,  provided  those shares of Ramapo  common stock were
               held as capital assets.

            *  Cash  received by a holder of Ramapo  common  stock  instead of a
               fractional  share interest in Valley common stock will be treated
               as received in exchange for such fractional  share  interest.  If
               the  fractional  share would have  constituted a capital asset in
               hands of that holder,  the holder  generally  should  recognize a
               capital gain or loss equal to the amount of cash  received,  less
               the  portion of the  adjusted  tax basis in Ramapo  common  stock
               allocable to the fractional share interest.

         Consummation  of the merger is  conditioned,  among  other  things,  on
receipt by each of Valley and  Ramapo of an  opinion of Pitney,  Hardin,  Kipp &
Szuch,  dated  the  closing  date of the  merger,  to the same  effect.  If this
condition is waived,  i.e., if the merger is not necessarily tax-free but Valley
and Ramapo wish to consummate it anyway, Ramapo will resolicit its shareholders'
vote on the merger.

         The opinions of Pitney,  Hardin,  Kipp & Szuch  summarized above are or
will be based, among other things, on representations  contained in certificates
of officers of Ramapo and Valley.

         Certain  tax  consequences  of the merger may vary  depending  upon the
particular  circumstances  of each  holder of  Ramapo  common  stock,  and other
factors.  Therefore,  you are urged to consult your own tax advisor to determine
the particular tax consequences to you of the merger,  including the application
and effect of state and local income and other tax laws.

No Dissenters' Rights

         Under  applicable  New  Jersey  law,  Ramapo  shareholders  do not have
dissenters' rights of appraisal in connection with the merger.

<PAGE>

                         PRO FORMA FINANCIAL INFORMATION


         The  following  unaudited  pro  forma  combined  financial  information
presents  pro forma  combined  condensed  statement  of condition of Valley and
Ramapo at  December  31,  1998,  giving  effect to the  merger as if it had been
consummated  at such date.  Under the pooling of interests  method of accounting
Valley's consolidated  financial statements will be retroactively adjusted after
the merger to combine the  statements of condition and results of operations for
periods  prior  to  the  consummation  of  the  merger.  Valley's  and  Ramapo's
historical  financial  data  have  been  combined  to  illustrate  the pro forma
combined  statements  of  condition  and results of  operations  for the periods
presented.  Also  presented are the pro forma combined  condensed  statements of
income for the years ended December 31, 1998, 1997 and 1996 giving effect to the
merger as if it were  consummated  on January 1 of each year.  The unaudited pro
forma financial  information is based on the historical  financial statements of
Valley   and   Ramapo   after   giving   effect   to  the   merger   under   the
pooling-of-interests  method of accounting  and based upon the  assumptions  and
adjustments  contained in the accompanying notes to pro forma combined condensed
financial information.

         The  unaudited  pro forma  financial  information  has been prepared by
Valley's management based upon the historical  financial  statements and related
notes  thereto  of Valley  and  Ramapo  incorporated  herein by  reference.  The
unaudited pro forma  financial  information  should be read in conjunction  with
such  historical  financial  statements  and  notes.  The  pro  forma  financial
information   does  not  give  effect  to  any   anticipated   cost  savings  or
merger-related expenses and restructuring charges in connection with the merger.
The pro  forma  combined  condensed  statements  of income  are not  necessarily
indicative  of operating  results  which would have been achieved had the merger
been  consummated  as of the  beginning  of the  periods for which such data are
presented and should not be construed as being representative of future periods.


<PAGE>

<TABLE>
<CAPTION>


Pro Forma Combined Condensed Statement of Condition
December 31, 1998
(Unaudited)


                                                                                               Valley and
                                                      Valley       Ramapo        Pro Forma       Ramapo
                                                    Historical   Historical   Adjustments(1)    Combined
                                                    -----------  -----------  ---------------- ------------
                                                                        (Dollars in thousands)
<S>                                                 <C>             <C>        <C>            <C>                    
ASSETS
Cash and due from banks                             $  175,794      $  10,127  $        --    $  185,921
Federal funds sold                                      102,000         6,100           --       108,100
Investment securities held to maturity                  237,410        49,480           --       286,890
Investment securities available for sale                927,481        95,707           --     1,023,188
Trading account securities                                1,592            --           --         1,592
Loans                                                 3,977,850       169,799           --     4,147,649
Allowance for possible loan losses                      (49,868)       (4,773)                   (54,641)
Other assets                                            168,948        11,322           --       180,270
                                                    ============  ============ ============  ============
  Total assets                                      $ 5,541,207     $ 337,762  $        --    $5,878,969
                                                    ============  ============ ============  ============

LIABILITIES
Deposits                                            $ 4,674,689     $ 295,460  $        --    $4,970,149
Borrowings                                              266,030         4,536           --       270,566
Other liabilities                                        44,701         3,744           --        48,445
                                                    ------------  ------------ ------------  ------------
  Total liabilities                                   4,985,420       303,740           --     5,289,160
                                                    ------------  ------------ ------------  ------------

SHAREHOLDERS' EQUITY
Common stock                                             24,424         8,114       (6,459)       26,079
Surplus                                                 311,611        13,267        6,459       331,337
Retained earnings                                       223,185        12,694           --       235,879
Accumulated other comprehensive income (loss)             4,084           (53)          --         4,031
Treasury stock                                           (6,186)           --           --        (6,186) 
Unallocated common stock held by the ESOP                (1,331)           --           --        (1,331) 
                                                    ------------  ------------ ------------  ------------
Total shareholders' equity                              555,787        34,022           --       589,809
                                                    ------------  ------------ ------------  ------------
Total liabilities and shareholders' equity          $ 5,541,207     $ 337,762  $        --    $5,878,969
                                                    ============  ============ ============  ============


</TABLE>


(1) Pro forma  adjustment to common stock and surplus  represents the difference
    between the stated value of Valley  common stock and the par value of Ramapo
    common stock.


<PAGE>

<TABLE>
<CAPTION>


Pro Forma Combined Condensed Statement of Income
For the Year Ended December 31, 1998
(Unaudited)

                                                                                                          Valley and
                                                        Valley           Ramapo            Pro Forma        Ramapo
                                                      Historical         Historical        Adjustments     Combined
                                                      ------------       ----------      ---------------  ------------
                                                              (Dollars in thousands, except per share data)

<S>                                                 <C>                <C>             <C>              <C>            
Interest income                                     $     389,656      $    21,637     $        --      $     411,293
Interest expense                                          160,104            7,554              --            167,658
                                                    --------------     ------------    ------------     --------------
Net interest income                                       229,552           14,083              --            243,635
Provision for possible loan losses                         12,370              275              --             12,645
                                                    --------------     ------------    ------------     --------------
Net interest income after provision
  for possible loan losses                                217,182           13,808              --            230,990
Non-interest income                                        43,073            2,301              --             45,374
Non-interest expense                                      134,757            9,956              --            144,713
                                                    --------------     ------------    ------------     --------------
Income before income taxes                                125,498            6,153              --            131,651
Income taxes                                               28,150            2,230              --             30,380
                                                    --------------     ------------    ------------     --------------
Net income                                          $      97,348      $     3,923     $        --      $     101,271
                                                    ==============     ============    ============     ==============

Earnings per share (1):
     Basic                                          $        1.77      $      0.48     $        --      $        1.73
     Diluted                                                 1.75             0.46              --               1.71
Weighted average number of shares outstanding:
     Basic                                             54,987,473        8,119,839              --         58,438,405
     Diluted                                           55,607,255        8,509,765              --         59,223,905


</TABLE>

(1) The  historical  earnings  per share of Valley  have been  restated  to give
    retroactive effect to stock dividends and stock splits.



<PAGE>

<TABLE>
<CAPTION>


Pro Forma Combined Condensed Statement of Income
For the Year Ended December 31, 1997
(Unaudited)


                                                                                                         Valley and
                                                       Valley           Ramapo            Pro Forma        Ramapo
                                                     Historical         Historical       Adjustments      Combined
                                                    -------------       ----------     ---------------- -------------
                                                             (Dollars in thousands, except per share data)
<S>                                                 <C>               <C>                <C>               <C>            
Interest income                                     $    387,084      $    19,734        $     --          $ 406,818
Interest expense                                         165,885            6,297              --            172,182
                                                   --------------     ------------    ------------     --------------
Net interest income                                      221,199           13,437              --            234,636
Provision for possible loan losses                        12,650              480              --             13,130
                                                   --------------     ------------    ------------     --------------
Net interest income after provision
  for possible loan losses                               208,549           12,957              --            221,506
Non-interest income                                       43,012            2,182              --             45,194
Non-interest expense                                     129,218           10,028              --            139,246
                                                   --------------     ------------    ------------     --------------
Income before income taxes                               122,343            5,111              --            127,454
Income taxes                                              35,397            1,906              --             37,303
                                                   --------------     ------------    ------------     --------------
Net income                                          $     86,946      $     3,205              --             90,151
                                                   ==============     ============    ============     ==============

Earnings per share (1):
     Basic                                          $       1.58      $      0.40         $    --         $     1.55
     Diluted                                                1.57             0.38              --               1.53
Weighted average number of shares outstanding:
     Basic                                            54,906,154        8,100,055              --         58,348,677
     Diluted                                          55,294,894        8,409,877              --         58,869,092


</TABLE>


(1) The  historical  earnings  per share of Valley  have been  restated  to give
    retroactive effect to stock dividends and stock splits.



<PAGE>


<TABLE>
<CAPTION>

Pro Forma Combined Condensed Statement of Income
For the Year Ended December 31, 1996
(Unaudited)


                                                                                                         Valley and
                                                       Valley           Ramapo            Pro Forma        Ramapo
                                                     Historical         Historical       Adjustments      Combined
                                                    -------------       ----------     ---------------- -------------
                                                             (Dollars in thousands, except per share data)
<S>                                                  <C>              <C>             <C>               <C>           
Interest income                                      $   368,626      $    18,218    $         --      $     386,844
Interest expense                                         162,791            5,804              --            168,595
                                                   --------------     ------------    ------------     --------------
Net interest income                                      205,835           12,414              --            218,249
Provision for possible loan losses                         3,556              400              --              3,956
                                                   --------------     ------------    ------------     --------------
Net interest income after provision
  for possible loan losses                               202,279           12,014              --            214,293
Non-interest income                                       30,236            2,374              --             32,610
Non-interest expense                                     124,532           10,054              --            134,586
                                                   --------------     ------------    ------------     --------------
Income before income taxes                               107,983            4,334              --            112,317
Income taxes                                              36,479            1,278              --             37,757
                                                   --------------     ------------    ------------     --------------
Net income                                           $    71,504      $     3,056     $        --       $     74,560
                                                   ==============     ============    ============     ==============

Earnings per share (1):
     Basic                                           $      1.33      $      0.38     $        --        $      1.31
     Diluted                                                1.33             0.37              --               1.30
Weighted average number of shares outstanding:
     Basic                                            53,074,424        8,096,961              --         56,515,632
     Diluted                                          53,459,884        8,198,056              --         56,944,058


</TABLE>


(1) The  historical  earnings  per share of Valley  have been  restated  to give
    retroactive effect to stock dividends and stock splits.


<PAGE>


                       DESCRIPTION OF VALLEY COMMON STOCK

         The authorized capital stock of Valley consists of 98,437,500 shares of
common  stock,  of which  55,266,325  shares were issued and  outstanding  as of
December 31, 1998.

General

         Valley is a New Jersey general business corporation governed by the New
Jersey Business  Corporation Act and a registered bank holding company under the
Bank Holding  Company  Act. The  following  description  of Valley  common stock
describes certain general terms of Valley common stock.

Dividend Rights

         Holders of Valley  common stock are entitled to dividends  when, as and
if declared by the Board of Directors of Valley out of funds  legally  available
for the  payment  of  dividends.  The only  statutory  limitation  is that  such
dividends  may not be paid when  Valley is  insolvent.  Funds for the payment of
dividends  by Valley must come  primarily  from the  earnings  of Valley's  bank
subsidiary.  Thus, as a practical  matter,  any  restrictions  on the ability of
Valley  National Bank to pay dividends will act as restrictions on the amount of
funds available for payment of dividends by Valley.

         As a national banking  association,  Valley National Bank is subject to
limitations  on the amount of  dividends it may pay to Valley,  Valley  National
Bank's only shareholder.  Prior OCC approval is required to the extent the total
dividends to be declared by Valley  National  Bank in any calendar  year exceeds
net profits for that year combined with the bank's retained net profits from the
preceding two calendar years, less any transfers to capital surplus.  Under this
limitation,  Valley National Bank could declare  dividends in 1999 without prior
approval  of the OCC of up to $46.5  million  plus an  amount  equal  to  Valley
National Bank's net profits for 1999 to the date of such dividend declaration.

         Valley is also subject to the certain  Federal  Reserve Board  policies
that may, in certain  circumstances,  limit its ability to pay dividends.  These
policies  require,  among other things,  that a bank holding company  maintain a
minimum  capital  base.  The  Federal  Reserve  Board  would most likely seek to
prohibit any dividend  payment  that would  reduce a holding  company's  capital
below these minimum amounts.

Voting Rights

         At  meetings  of  shareholders,  holders  of  Valley  common  stock are
entitled  to one vote per  share.  The  quorum  for  shareholders' meetings is a
majority of the outstanding shares. Generally,  actions and authorizations to be
taken or given by  shareholders  require the approval of a majority of the votes
cast by  holders  of  Valley  common  stock at a  meeting  at which a quorum  is
present.

Liquidation Rights

         In the event of  liquidation,  dissolution  or  winding  up of  Valley,
holders of Valley  common  stock are  entitled  to share  equally and ratably in
assets available for distribution after payment of debts and liabilities.

Assessment and Redemption

         All  outstanding  shares of  Valley  common  stock  are fully  paid and
nonassessable. Valley common stock is not redeemable at the option of the issuer
or the holders thereof.

Other Matters

         American  Stock  Transfer  and  Trust  Company  is  presently  both the
transfer agent and the registrar for Valley common stock. Valley common stock is
traded on the New York  Stock  Exchange,  and is  registered  with the SEC under
Section 12(b) of the Exchange Act.


         COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF VALLEY AND RAMAPO

         At the time the merger becomes effective,  each Ramapo shareholder will
become a  shareholder  of  Valley.  Each of  Valley  and  Ramapo  is a  business
corporation incorporated in New Jersey under the New Jersey Business Corporation
Act. The  following  is a comparison  of certain  provisions  of the  respective
certificates of  incorporation  and by-laws of each of Ramapo and Valley,  and a
description of certain provisions of the Business  Corporation Act applicable to
Valley and Ramapo. This summary does not purport to be complete and is qualified
in its entirety by reference to the Business  Corporation  Act, which may change
from time to time, and the respective  certificates of incorporation and by-laws
of Valley and Ramapo, which also may be changed.

Voting Requirements

         Under the Business  Corporation Act, unless a greater vote is specified
in the certificate of  incorporation,  the affirmative vote of a majority of the
votes  cast by  shareholders  entitled  to vote on the  matter  is  required  to
approve:

            *  an amendment to the certificate of incorporation,

            *  the voluntary dissolution of the corporation,

            *  the sale or other  disposition of all or substantially all of the
               corporation's assets outside the ordinary course of business, or

            *  the  merger or  consolidation  of the  corporation  with  another
               corporation.

         Neither  Valley nor Ramapo's  Certificate  of  Incorporation  presently
contains provisions specifying a greater vote in those circumstances.

         The New Jersey Shareholders  Protection Act limits certain transactions
involving an "interested  shareholder" and a "resident domestic corporation." An
interested  shareholder is one that  beneficially owns 10% or more of the voting
power of the resident  domestic  corporation.  The  Shareholders  Protection Act
prohibits certain business combinations between an interested  shareholder and a
resident   domestic   corporation   for  five  years  following  the  interested
shareholder  acquiring its stock,  unless the  corporation's  board of directors
approved the business  combination prior to the interested  shareholder's  stock
acquisition date. After the five-year period expires, the prohibition on certain
business  combinations  continues  unless the  combination  is  approved  by the
affirmative vote of two-thirds of the voting stock not beneficially owned by the
interested  shareholder,  the  combination is approved by the board prior to the
interested shareholder's stock acquisition date or certain fair price provisions
are  satisfied.  The  Shareholders  Protection  Act  applies to both  Valley and
Ramapo.

Cumulative Voting

         Under  the  Business  Corporation  Act,  shareholders  of a New  Jersey
corporation  do not have  cumulative  voting rights in the election of directors
unless the  certificate  of  incorporation  so  provides.  Neither  Valley's nor
Ramapo's Certificate of Incorporation presently provides for cumulative voting.

Classified Board of Directors

         The  Business  Corporation  Act  permits a New  Jersey  corporation  to
provide  for a  classified  board  in  its  certificate  of  incorporation.  The
Certificate of  Incorporation  of Valley does not provide for a classified Board
of Directors. Valley's entire Board of Directors is elected each year.

         Ramapo's  Certificate  of  Incorporation  provides for three classes of
directors with each class comprising  approximately  one-third of the members of
the Board.  Directors  are elected  for three year  terms,  with one class being
elected each year.

Dividends

         The  Business  Corporation  Act  generally  provides  that a New Jersey
corporation  may declare and pay dividends on its  outstanding  stock so long as
the corporation is not insolvent and would not become insolvent as a consequence
of  the  dividend  payment.  Valley's  Certificate  of  Incorporation  does  not
presently  contain any restriction on Valley's  ability to pay dividends.  Funds
for the payment of dividends by Valley must come  primarily from the earnings of
Valley's bank subsidiary.  Thus, as a practical matter,  any restrictions on the
ability of Valley  National  Bank to pay dividends  act as  restrictions  on the
amount of funds  available  for the payment of dividends  by Valley.  Similarly,
Ramapo's  Certificate of Incorporation does not restrict Ramapo's ability to pay
dividends,  but funds for Ramapo's dividends come primarily from the earnings of
The Ramapo Bank.  Therefore,  any restrictions on the ability of The Ramapo Bank
to pay dividends act as  restrictions  on the amount of funds  available for the
payment of dividends payable by Ramapo.

By-laws

         Under the  Business  Corporation  Act,  the board of directors of a New
Jersey  corporation has the power to adopt,  amend, or repeal the  corporation's
by-laws,  unless such powers are reserved in the certificate of incorporation to
the  shareholders.  Neither  Valley's nor Ramapo's  Certificate of Incorporation
presently reserve such powers to shareholders.

Limitations of Liability of Directors and Officers

         Under the  Business  Corporation  Act,  a New  Jersey  corporation  may
include in its certificate of  incorporation a provision that would eliminate or
limit   directors'  or  officers'   liability  to  the  corporation  or  to  its
shareholders,  for monetary damage for breaches of their fiduciary duty of care.
However,  a director or officer  cannot be relieved from  liability or otherwise
indemnified for any breach of duty based upon an act or omission:

            *  in breach of the person's duty of loyalty to the  corporation  or
               its shareholders,

            *  not in good faith or involving a knowing violation of law, or

            *  resulting  in  the  person's  receipt  of  an  improper  personal
               benefit.

         Valley's  Certificate of Incorporation  contains  provisions that limit
its  directors'  and  officers'  liability  to the full extent  permitted by New
Jersey law. Ramapo's Certificate of Incorporation contains no such provisions.

Preferred Stock

         Ramapo's  Certificate of Incorporation  contains so-called "blank check
preferred stock" provisions -- provisions  whereby the Ramapo Board of Directors
can  issue  new  shares of  authorized  but  unissued  preferred  stock  without
shareholder approval.  Ramapo does not currently have any preferred stock issued
or outstanding.  Valley's  Certificate of  Incorporation  does not authorize the
issuance of preferred stock.

                              SHAREHOLDER PROPOSALS

         The New Jersey  Business  Corporation  Act requires  that the notice of
shareholders'  meeting,  for either a regular or special  meeting,  specify  the
purpose or purposes of the meeting. Thus, shareholder proposals must be referred
to in Ramapo's notice of  shareholders'  meeting for such proposal to be validly
considered at an annual meeting of Ramapo.

         Ramapo  will hold its 1999  annual  meeting  only if the  merger is not
completed.  Any Ramapo  shareholder  who wishes to have a proposal  included  in
Ramapo's notice of shareholders' meeting, proxy statement and proxy card for its
1999  annual  meeting  must  submit  the  proposal  to Ramapo by the  applicable
deadline. The deadline was November 20, 1998, subject to change as noted below.

         If Ramapo  changes its 1999 annual  meeting date to a date more than 30
days from the date of its 1998 annual meeting,  then the deadline referred to in
the  preceding  paragraph  will be changed to a  reasonable  time before  Ramapo
begins to print and mail its proxy materials.  If Ramapo changes the date of the
1999 Annual meeting in a manner which alters the deadline,  Ramapo will so state
under  Item 5 of the first  quarterly  report on Form 10-Q it files with the SEC
after the date change.

                      INFORMATION INCORPORATED BY REFERENCE

         The following  documents filed by Valley  (Commission File No. 0-11179)
with the SEC are hereby incorporated in this proxy statement-prospectus:

               Annual Report on Form 10-K for the year ended December 31, 1998

               The  description  of Valley  common  stock set forth in  Valley's
Registration Statement on Form 8-A filed by Valley pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of updating such
description

         The following  documents filed by Ramapo  (Commission  File No. 0-7806)
with the SEC are hereby incorporated in this proxy statement-prospectus:

               Annual Report on Form 10-K for the year ended December 31, 1998

               The  description  of Ramapo  common  stock set forth in  Ramapo's
Registration Statement on Form 8-A filed by Ramapo pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of updating such
description

         All  documents  filed by Valley or Ramapo  pursuant to Sections  13(a),
13(c),  14, or 15(d) of the  Exchange  Act after the date of this  document  but
before the earlier of (1) the date of the Ramapo meeting, or (2) the termination
of the merger agreement, are hereby incorporated by reference into this document
and shall be deemed a part of this document from the date they are filed.

         Any statement contained in a document  incorporated by reference herein
shall be  deemed  to be  modified  or  superseded  for  purposes  of this  proxy
statement-prospectus  to the extent that a statement  contained herein or in any
subsequently  filed  document  which is deemed to be  incorporated  by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this proxy statement-prospectus.

         The public may read and copy any  documents  Valley or Ramapo file with
the  SEC  at  the  SEC's  Public  Reference  Room  at 450  Fifth  Street,  N.W.,
Washington,  DC 20549. The public may obtain information on the operation of the
Public  Reference  Room by  calling  the  SEC at  1-800-SEC-0330.  The SEC  also
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements, and other information about Valley and Ramapo at http://www.sec.gov.


                                  OTHER MATTERS

         As of the date of this proxy  statement,  the Ramapo Board of Directors
knows of no other matters to be presented for action by the  shareholders at the
meeting.  If any  other  matters  are  properly  presented,  however,  it is the
intention of the persons named in the enclosed proxy to vote in accordance  with
their best judgment on such matters.


                                  LEGAL OPINION

         Pitney, Hardin, Kipp & Szuch, counsel to Valley, will pass upon certain
legal  matters  relating to the  issuance of the shares of Valley  common  stock
offered hereby and certain tax consequences of the merger.


                                     EXPERTS

         The consolidated financial statements of Valley as of December 31, 1998
and 1997 and for each of the years in the  three-year  period ended December 31,
1998  have  been  incorporated  by  reference  herein  and in  the  Registration
Statement in reliance upon the report of KPMG LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

         The consolidated financial statements of Ramapo as of December 31, 1998
and 1997 and for each of the years in the  three-year  period ended December 31,
1998 have been incorporated by reference in this proxy  statement-prospectus and
elsewhere in the  registration  statement  have been audited by Arthur  Andersen
LLP, independent public accountants,  as indicated in their reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

         Representatives  of Arthur Andersen LLP will be present at the meeting.
They will be given an  opportunity  to make a statement  if they desire to do so
and will be  available to respond to  appropriate  questions  from  shareholders
present at the meeting.

<PAGE>


                                                                      Appendix A


                          AGREEMENT AND PLAN OF MERGER

                  THIS  AGREEMENT  AND PLAN OF MERGER,  dated as of December 17,
1998  ("Agreement"),  is among Valley National Bancorp, a New Jersey corporation
and registered bank holding company ("Valley"), Valley National Bank, a national
banking  association  ("VNB"),  Ramapo  Financial  Corporation,   a  New  Jersey
corporation and registered bank holding company  ("Ramapo") and The Ramapo Bank,
a state-chartered commercial bank (the "Bank").

                                    RECITALS

                  Valley  desires  to  acquire  Ramapo  and  Ramapo's  Board  of
Directors has  determined,  based upon the terms and conditions  hereinafter set
forth,  that  the  acquisition  is in the  best  interests  of  Ramapo  and  its
stockholders. The acquisition will be accomplished by merging Ramapo into Valley
with Valley as the surviving corporation and, at the same time, merging the Bank
into VNB with VNB as the surviving bank, and Ramapo  stockholders  receiving the
consideration  hereinafter set forth. The Boards of Directors of Ramapo, Valley,
the Bank and VNB have duly adopted and approved this  Agreement and the Board of
Directors of Ramapo has directed  that it be submitted to its  stockholders  for
approval.

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

                  NOW,  THEREFORE,  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 hereafter defined),  Ramapo shall be merged
with and into Valley (the "Merger") in accordance  with the New Jersey  Business
Corporation  Act ("NJBCA") and Valley shall be the  surviving  corporation  (the
"Surviving  Corporation").  Immediately  following the Effective  Time, the Bank
shall be merged with and into VNB as provided in Section 1.7 hereof.

                  1.2.  Effect  of  the  Merger.  At  the  Effective  Time,  the
Surviving Corporation shall be considered the same business and corporate entity
as  each  of  Ramapo  and  Valley  and  thereafter  all  the  property,  rights,
privileges, powers and franchises of each of Ramapo and Valley shall vest in the
Surviving  Corporation and the Surviving  Corporation shall be subject to and be
deemed to have assumed all of the debts, liabilities,  obligations and duties of
each of Ramapo  and  Valley  and shall  have  succeeded  to all of each of their
relationships,  fiduciary  or  otherwise,  as fully and to the same extent as if
such property,  rights,  privileges,  powers,  franchises,  debts,  obligations,
duties and relationships had been originally acquired,  incurred or entered into
by the Surviving Corporation.

                  1.3.   Certificate  of   Incorporation.   The  certificate  of
incorporation  of Valley as it exists  immediately  prior to the Effective  Time
shall not be amended by the Merger,  but shall  continue as the  certificate  of
incorporation of the Surviving  Corporation  until otherwise amended as provided
by law.

                  1.4.  Bylaws.  The bylaws of Valley as they exist  immediately
prior to the  Effective  Date shall  continue  as the  by-laws of the  Surviving
Corporation until otherwise amended as provided by law.

                  1.5.  Directors  and  Officers.  The directors and officers of
Valley as of the Effective  Time shall continue as the directors and officers of
the  Surviving  Corporation,  with the  addition  provided  for in Section  5.20
hereof. 

                  1.6  Closing  Date,  Closing  and  Effective  Time.  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,  1445 Valley Road, Wayne, 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 upon  written  notice to Ramapo.  The Merger  shall become
effective (and be  consummated)  upon the effective time specified by Valley and
Ramapo in the certificate of merger (the  "Certificate of Merger"),  which shall
be prepared by Valley, shall be in form and substance satisfactory to Valley and
Ramapo,  and  shall be filed  with the  Secretary  of State of the  State of New
Jersey.  The parties  currently  anticipate that the Certificate of Merger shall
specify as the effective  time the opening of business on the first business day
following the Closing Date. If no effective time is specified in the Certificate
of Merger,  the Merger  shall become  effective  (and be  consummated)  upon the
filing of the Certificate of Merger.


                  1.7.  The Bank Merger.  Immediately  following  the  Effective
Time,  the Bank  shall be  merged  with and  into  VNB (the  "Bank  Merger")  in
accordance  with the provisions of the National Bank Act, New Jersey Banking Act
of 1948,  as amended (the "NJ Banking  Act") and/or the  regulations  of the New
Jersey Department of Banking and Insurance ("Department"),  and VNB shall be the
surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger,
the separate  existence of the Bank shall cease and the Surviving  Bank shall be
considered  the same business and  corporate  entity as each of the Bank and VNB
and all of the property,  rights,  privileges,  powers and franchises of each of
the Bank and VNB shall vest in the Surviving  Bank and the Surviving  Bank shall
be deemed to have assumed all of the debts, liabilities,  obligations and duties
of each of the Bank and VNB and  shall  have  succeeded  to all of each of their
relationships,  fiduciary  or  otherwise,  as fully and to the same extent as if
such property,  rights,  privileges,  powers,  franchises,  debts,  obligations,
duties and relationships had been originally acquired,  incurred or entered into
by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of
association  and bylaws of VNB shall  become the  articles  of  association  and
bylaws of the Surviving Bank, the officers and employees of VNB and the officers
and  employees of the Bank shall be the officers and  employees of the Surviving
Bank with such  additions  as  officers as the Board of  Directors  of VNB shall
determine,  and the  directors of VNB shall be the  directors  of the  Surviving
Bank. In connection with the execution of this Agreement, the Bank and VNB shall
execute and deliver a separate merger agreement (the "Bank Merger Agreement") in
substantially the form of Exhibit A, annexed hereto,  for delivery to the Office
of the  Comptroller  of the Currency  ("OCC") and the Department for approval of
the Bank Merger.

                                   ARTICLE II
                  CONVERSION OF RAMAPO COMMON STOCK AND OPTIONS

                  Each  share of  common  stock,  $1.00  par  value,  of  Ramapo
("Ramapo  Common  Stock"),  issued  and  outstanding  immediately  prior  to the
Effective  Time,  and each  option to  purchase  shares of Ramapo  Common  Stock
validly  issued  pursuant  to any  of  the  Ramapo  Financial  Corporation  1995
Stock-Option Plan for Non-employee  Directors (the "Ramapo Non-Employee Director
Option Plan") or the Ramapo  Financial  Corporation  1995 Employee  Stock Option
Plan (the "Ramapo  Employee  Option Plan") or the Ramapo  Financial  Corporation
Non-statutory Stock Option Agreement of Mortimer J. O'Shea, dated March 17, 1994
(the  "O'Shea  Non-statutory  Plan") and  outstanding  immediately  prior to the
Effective Time (each a "Ramapo Option" and  collectively,  the "Ramapo Options")
shall,  by virtue of the Merger and without any action on the part of the holder
thereof, be converted or cancelled at the Effective Time in accordance with this
Article II.

                  2.1 Conversion of Ramapo Common Stock; Exchange Ratio; Cash in
Lieu of  Fractional  Shares.  Each  share of  Ramapo  Common  Stock  issued  and
outstanding  immediately  prior to the Effective  Time,  other than shares to be
cancelled  pursuant to Section 2.4 hereof,  shall be converted into the right to
receive 0.425 (the "Exchange  Ratio") shares of Common Stock,  no par value,  of
Valley ("Valley  Common  Stock"),  subject to adjustment as set forth in Section
2.6 below.  No fractional  shares of Valley Common Stock will be issued,  and in
lieu thereof, each holder of Ramapo Common Stock who would otherwise be entitled
to  a  fractional  interest  will  receive  an  amount  in  cash  determined  by
multiplying such fractional  interest by the Average Pre-Closing Price of Valley
Common  Stock.  "Average  Pre-Closing  Price of Valley  Common  Stock" means the
average of the Closing  Prices of Valley  Common  Stock for the ten  consecutive
full trading days in which such shares are quoted on the New York Stock Exchange
(the "NYSE") ending with (and including) the Determination Date. "Closing Price"
of Valley  Common  Stock  means the daily  closing  sales price of such stock as
reported on the NYSE (as reported in The Wall Street Journal or, if not reported
thereby, another authoritative source as chosen by Valley). "Determination Date"
means the date five days prior to the Closing.

                  2.2.     Exchange of Shares.

                  (a) Ramapo and Valley hereby  appoint  Valley  National  Bank,
Trust  Department as the exchange agent (the  "Exchange  Agent") for purposes of
effecting the conversion of Ramapo Common Stock and Ramapo  Options.  As soon as
practicable  after the  Effective  Time,  the Exchange  Agent shall mail to each
holder of record (a "Record  Holder") of a Certificate  or  Certificates  which,
immediately prior to the Effective Time represented outstanding shares of Ramapo
Common Stock (the "Certificates"),  a mutually agreed upon letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to the  Certificates  shall pass, only upon delivery of the  Certificates to the
Exchange  Agent),  and  instructions  for use in effecting  the surrender of the
Certificates in exchange for Valley Common Stock (and cash in lieu of fractional
shares) as provided in Section 2.1 hereof.

                  (b)  Upon   surrender   of   Certificates   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
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 Record  Holder
the  consideration to which such Record Holder would otherwise be entitled until
such Record  Holder  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, Record Holders shall be deemed stockholders of
Valley for all  purposes  from the  Effective  Time,  except that  Valley  shall
withhold  the  payment of  dividends  from any Record  Holder  until such Record
Holder  effects the exchange of  Certificates  for Valley  Common  Stock.  (Such
Record Holder shall  receive such withheld  dividends,  without  interest,  upon
effecting the share exchange.)

                  (c) After the Effective  Time,  there shall be no transfers on
the stock  transfer  books of Ramapo of the shares of Ramapo  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
canceled and exchanged for the consideration as provided in Section 2.1 hereof.

                  (d) If payment of the  consideration  pursuant  to Section 2.1
hereof  is to be made  in a name  other  than  that in  which  the  Certificates
surrendered in exchange therefor is registered,  it shall be a condition of such
payment that the  Certificates  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 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 Certificates
surrendered,  or  required  for any  other  reason,  or shall  establish  to the
satisfaction  of the  Exchange  Agent  that  such  tax has  been  paid or is not
payable.

                  (e)  With  respect  to  each  outstanding  Ramapo  Option  the
Exchange Agent shall,  after the Effective  Time,  distribute to the Optionee an
amendment  to the option  grant  evidencing  the  conversion  of the grant to an
option to purchase Valley Common Stock in accordance with Section 2.7 hereof.

                  2.3. No Dissenters' Rights.  Consistent with the provisions of
the NJBCA, no stockholder of Ramapo shall have appraisal  rights with respect to
the Merger.

                  2.4.  Cancelled Shares.  Each share of Ramapo Common Stock (i)
which is held by Ramapo as  treasury  stock or (ii) which is held by the Bank or
any other direct or indirect  subsidiary  of the Bank (except as trustee or in a
fiduciary  capacity)  or (iii) which is held by Valley,  shall be  canceled  and
retired at the Effective Time.

                  2.5.  Valley  Shares.   The  shares  of  Valley  Common  Stock
outstanding at the Effective Time shall not be affected by the Merger, but along
with the  additional  shares of Valley  Common Stock to be issued as provided in
Section 2.1 hereof,  shall become the outstanding  common stock of the Surviving
Corporation.

                  2.6  Anti-Dilution  Adjustments.  The  Exchange  Ratio and the
Average Pre-Closing Price of Valley Common Stock shall be appropriately adjusted
for any stock split,  stock dividend,  stock  combination,  reclassification  or
similar transaction ("Capital Change") effected by Valley with respect to Valley
Common Stock between the date hereof and the Effective Time.

                  2.7.  Ramapo  Stock  Options.  At  the  Effective  Time,  each
outstanding  Ramapo Option  granted to an eligible  individual  (an  "Optionee")
under any of the Ramapo Non-Employee Director Option Plan or the Ramapo Employee
Option Plan or the O'Shea  Non-statutory  Plan shall be converted into an option
to purchase  Valley  Common Stock (a "Stock  Option"),  wherein (x) the right to
purchase  shares of Ramapo  Common Stock  pursuant to the Ramapo Option shall be
converted into the right to purchase that same number of shares of Valley Common
Stock  multiplied by the Exchange Ratio, (y) the option exercise price per share
of Valley Common Stock shall be the previous  option exercise price per share of
Ramapo Common Stock divided by the Exchange  Ratio and (z) in all other material
respects  the  option  shall be  subject  to the same  terms and  conditions  as
governed the Ramapo  Option on which it was based,  including the length of time
within  which  the  option  may be  exercised  and for  any  options  which  are
"incentive  stock  options" (as defined in Section 422 of the  Internal  Revenue
Code of 1986, as amended (the "Code"), the adjustments shall be and are intended
to be effected in a manner which is consistent  with Section 424(a) of the Code.
Shares of Valley  Common Stock  issuable upon exercise of Stock Options shall be
covered by an  effective  registration  statement  on Form S-8, and Valley shall
file a  registration  statement  on Form S-8  covering  such  shares  as soon as
practicable after the Effective Time.


                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF RAMAPO

                  References herein to "Ramapo  Disclosure  Schedule" shall mean
all of the  disclosure  schedules  required by this Article III, dated as of the
date hereof and referenced to the specific  sections and  subsections of Article
III of this Agreement, which have been delivered on the date hereof by Ramapo to
Valley  or will be  delivered  within  15 days of the date  hereof  pursuant  to
Section  5.11(a) by Ramapo to Valley.  Ramapo hereby  represents and warrants to
Valley as follows:

                  3.1.     Corporate Organization.

                  (a) Ramapo is a corporation  duly organized,  validly existing
and in good standing  under the laws of the State of New Jersey.  Ramapo 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 the  business,  operations,  assets  or  financial
condition of Ramapo on a  consolidated  basis.  Ramapo is  registered  as a bank
holding company under the BHCA.

                  (b) All of the Subsidiaries of Ramapo are listed in the Ramapo
Disclosure  Schedule.  The term  "Subsidiary",  when used in this Agreement with
respect  to  Ramapo,   means  any  corporation,   joint  venture,   association,
partnership,  trust or other entity in which Ramapo has,  directly or indirectly
at least a 50% interest or acts as a general partner.  Each Subsidiary of Ramapo
is duly organized,  validly  existing and in good standing under the laws of its
state of  incorporation.  The Bank is a  state-chartered  commercial  bank whose
deposits  are insured by Bank  Insurance  Fund  ("BIF") of the  Federal  Deposit
Insurance  Corporation  ("FDIC") to the fullest  extent  permitted by law.  Each
Subsidiary of Ramapo 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 the business,  operations, assets or
financial  condition of Ramapo and its Subsidiaries on a consolidated basis. The
Ramapo  Disclosure   Schedule  sets  forth  true  and  complete  copies  of  the
Certificates  of  Incorporation  or  Charter,  as the case may be, and Bylaws of
Ramapo and each Ramapo Subsidiary as in effect on the date hereof. Except as set
forth  in the  Ramapo  Disclosure  Schedule,  Ramapo  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 (i) residential real estate acquired through  foreclosure or deed in lieu
of  foreclosure in each  individual  instance with a fair market value less than
$500,000 and (ii) real estate used for its banking premises.

                  3.2.     Capitalization.

                  The authorized  capital stock of Ramapo consists of 15,000,000
shares of Ramapo  Common Stock and 1,000,000  shares of stock,  no par value per
share  ("Ramapo No Par Stock") which may be divided into classes and into series
within any class or classes as determined  by the Board of Directors.  As of the
date  hereof,  there were  8,081,199  shares of Ramapo  Common  Stock issued and
outstanding,  and no shares  issued and held in the  treasury,  and no shares of
Ramapo No Par Stock  outstanding.  As of the date  hereof,  there  were  966,884
shares of Ramapo  Common Stock  issuable  upon  exercise of  outstanding  Ramapo
Options (the "Option  Shares")  granted to,  directors and officers of Ramapo or
the Bank pursuant to the Ramapo Non-Employee  Director Option Plan or the Ramapo
Employee  Option Plan or the O'Shea  Non-statutory  Plan. The Ramapo  Disclosure
Schedule  sets forth (i) all  options  which may be  exercised  for  issuance of
Ramapo Common Stock and the terms upon which the options may be  exercised,  and
(ii) true and complete copies of each of the Ramapo Non-Employee Director Option
Plan and the Ramapo Employee Option Plan and the O'Shea Non-statutory Plan and a
specimen  of each form of  agreement  pursuant  to which any  outstanding  stock
option was granted,  including a list of each  outstanding  stock option  issued
pursuant thereto.  All issued and outstanding shares of Ramapo Common Stock, and
all issued and  outstanding  shares of capital stock of each Ramapo  Subsidiary,
have been duly authorized and validly issued, are fully paid, and nonassessable.
The authorized  capital stock of the Bank consists of 2,000,000 shares of common
stock,  $2.00 par value. All of the outstanding  shares of capital stock of each
Ramapo  Subsidiary  are  owned by Ramapo  and are free and  clear of any  liens,
encumbrances,  charges,  restrictions or rights of third parties. Except for the
Ramapo  Options  and the  Valley  Stock  Option,  neither  Ramapo nor any Ramapo
Subsidiary 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 Ramapo or any Ramapo
Subsidiary  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 purchase or subscribe for any such shares,  and there
are no agreements or understandings with respect to voting of any such shares.

                  3.3.     Authority; No Violation.

                  (a)  Subject  to  the  approval  of  this  Agreement  and  the
transactions  contemplated  hereby by the stockholders of Ramapo, and subject to
the parties obtaining all necessary  regulatory  approvals,  Ramapo and the Bank
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.  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  Ramapo  and the Bank.  The  execution  and
delivery of the Bank Merger  Agreement has been duly and validly approved by the
Board of Directors of the Bank. Except for the approvals  described in paragraph
(b) below, no other corporate  proceedings on the part of Ramapo or the Bank are
necessary to consummate the transactions contemplated hereby. This Agreement has
been  duly and  validly  executed  and  delivered  by Ramapo  and the Bank,  and
constitutes  valid and binding  obligations of Ramapo and the Bank,  enforceable
against Ramapo and the Bank in accordance with its terms.

                  (b) Neither the  execution  and delivery of this  Agreement by
Ramapo  and the  Bank,  nor  the  consummation  by  Ramapo  and the  Bank of the
transactions  contemplated  hereby  in  accordance  with the  terms  hereof,  or
compliance  by Ramapo and the Bank with any of the terms or  provisions  hereof,
will (i)  violate  any  provision  of  Ramapo's  or the Bank's  Certificates  of
Incorporation or Bylaws, (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 Ramapo or the Bank or
any of their  respective  properties or assets,  or (iii) except as set forth in
the Ramapo 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 respective
properties or assets of Ramapo or the Bank 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 Ramapo or the Bank
is a  party,  or by  which  either  or both of them 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 the business,  operations,  assets or financial  condition of
Ramapo and its Subsidiaries on a consolidated  basis, and which will not prevent
or delay the consummation of the transactions  contemplated  hereby.  Except for
consents  and  approvals of or filings or  registrations  with or notices to the
OCC,  the  Department,  the Board of  Governors  of the Federal  Reserve  System
("FRB"),  the  Securities  and Exchange  Commission  ("SEC"),  applicable  state
securities  bureaus or  commissions,  the New Jersey  Secretary of State and the
stockholders of Ramapo,  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  Ramapo  or the Bank in  connection  with (x) the  execution  and
delivery by Ramapo and the Bank of this  Agreement and (y) the  consummation  by
Ramapo  and  the  Bank  of the  transactions  contemplated  hereby  and  (z) the
execution  and  delivery  by the  Bank  of the  Bank  Merger  Agreement  and the
consummation by the Bank of the transactions contemplated thereby.

                  3.4.     Financial Statements.

                  (a) The Ramapo  Disclosure  Schedule  sets forth copies of the
consolidated statements of condition of Ramapo as of December 31, 1995, 1996 and
1997, and the related  consolidated  statements of income,  stockholders' equity
and cash flows for the periods ended December 31 in each of the three years 1995
through 1997, in each case  accompanied  by the audit report of Arthur  Andersen
LLP,  independent  public  accountants with respect to Ramapo, and the unaudited
consolidated  statements  of condition  of Ramapo as of  September  30, 1998 and
related unaudited  consolidated  statements of income,  changes in stockholders'
equity and cash flows for the nine  months  then ended as  reported  in Ramapo's
Quarterly  Report on Form  10-Q,  filed  with the SEC under the  Securities  and
Exchange  Act of 1934,  as amended (the "1934 Act")  (collectively,  the "Ramapo
Financial  Statements").  The Ramapo Financial Statements (including the related
notes) have been  prepared in  accordance  with  generally  accepted  accounting
principles ("GAAP") consistently applied during the periods involved, and fairly
present the  consolidated  financial  condition  of Ramapo as of the  respective
dates set forth  therein,  and the related  consolidated  statements  of income,
stockholders'   equity  and  cash  flows  fairly  present  the  results  of  the
consolidated  operations,  stockholders' equity and cash flows of Ramapo for the
respective periods set forth therein.

                  (b) The books and records of Ramapo and its Subsidiaries  have
been and are being  maintained in material  compliance with applicable legal and
accounting requirements, and reflect only actual transactions.

                  (c)  Except  as and  to the  extent  reflected,  disclosed  or
reserved  against  in the  Ramapo  Financial  Statements  (including  the  notes
thereto),  as of September 30, 1998 neither  Ramapo nor any of its  Subsidiaries
had any material liabilities, whether absolute, accrued, contingent or otherwise
material to the business, operations, assets or financial condition of Ramapo or
any of its  Subsidiaries.  Since  September  30,  1998 and to the  date  hereof,
neither  Ramapo  nor  any  of  its  Subsidiaries   have  incurred  any  material
liabilities  except in the  ordinary  course of  business  and  consistent  with
prudent banking practice, except as specifically contemplated by this Agreement.

                  3.5. Brokerage Fees;  Financial Advisor.  Other than Danielson
Associates,  Inc. ("Danielson"),  neither Ramapo nor any of its Subsidiaries nor
any of their respective  directors or officers has employed any broker or finder
or incurred any liability for any broker's or finder's  fees or  commissions  in
connection with any of the transactions  contemplated by this Agreement.  Copies
of Ramapo's  agreements  with  Danielson are set forth in the Ramapo  Disclosure
Schedule.  Danielson has delivered to Ramapo its written opinion with respect to
the  fairness,  from a financial  point of view,  of the  Exchange  Ratio to the
shareholders of Ramapo in the Merger. There are no fees (other than time charges
billed at usual and  customary  rates)  payable  to any  consultants,  including
lawyers and  accountants,  in connection with this transaction or which would be
triggered by consummation of this transaction or the termination of the services
of such consultants by Ramapo or any of its  Subsidiaries  other than fees which
will be payable by Ramapo to Danielson.

                  3.6.     Absence of Certain Changes or Events.

                  (a)  There  has not been any  material  adverse  change in the
business,   operations,   assets  or  financial  condition  of  Ramapo  and  its
Subsidiaries  on a consolidated  basis since  September 30, 1998 and, except for
the direct or indirect costs of the Merger, to Ramapo's  knowledge,  no facts or
conditions  exist which Ramapo  believes will cause or is likely to cause such a
material adverse change in the future.

                  (b)  Except as set forth in the  Ramapo  Disclosure  Schedule,
neither  Ramapo nor any of its  Subsidiaries  has taken or permitted  any of the
actions set forth in Section 5.2 hereof between  September 30, 1998 and the date
hereof and Ramapo and the Ramapo Subsidiaries have conducted their business only
in the ordinary course, consistent with past practice.

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

                  3.8.     Taxes and Tax Returns.

                  (a) To  the  knowledge  of  Ramapo,  Ramapo  and  each  Ramapo
Subsidiary  have duly  filed  (and  until the  Effective  Time will so file) all
returns,  declarations,  reports, information returns and statements ("Returns")
required  to be filed by them in respect of any  federal,  state and local taxes
(including withholding taxes, penalties or other payments required) and each has
duly paid  (and  until the  Effective  Time will so pay) all such  taxes due and
payable,  other than taxes or other  charges  which are being  contested in good
faith (and  disclosed to Valley in writing).  Ramapo and each Ramapo  Subsidiary
have  established  (and until the Effective Time will  establish) on their books
and records  reserves for the payment of all federal,  state and local taxes not
yet due and payable,  but incurred in respect of Ramapo or any Ramapo Subsidiary
through such date, which reserves are, to the knowledge of Ramapo,  adequate for
such  purposes.  Except  as set forth in the  Ramapo  Disclosure  Schedule,  the
federal income tax returns of Ramapo and its Subsidiaries  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 the  Ramapo  Disclosure  Schedule,  the
applicable  state  income tax returns of Ramapo and its  Subsidiaries  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
the knowledge of Ramapo,  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 Ramapo or any of its Subsidiaries, nor has Ramapo
or any of its 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 the  Ramapo  Disclosure  Schedule,
neither  Ramapo nor any of its  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  Code,  by reason of a  voluntary  change  in  accounting  method
initiated by Ramapo or any Ramapo Subsidiary (nor does Ramapo have any knowledge
that the IRS has proposed any such adjustment or change of accounting method) or
(iv) has filed a consent  pursuant  to  Section  341(f) of the Code or agreed to
have Section 341(f)(2) of the Code apply.

                  3.9.     Employee Benefit Plans.

                  (a) Except as  disclosed  in the Ramapo  Disclosure  Schedule,
neither  Ramapo 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
"Ramapo Pension Plans"),  "employee welfare benefit plan", within the meaning of
Section 3(1) of ERISA (the "Ramapo  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
Ramapo 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) Ramapo has  delivered  to Valley in the Ramapo  Disclosure
Schedule a complete and accurate copy of each of the  following  with respect to
each of the Ramapo Pension Plans and Ramapo  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.

                  (c) The present value of all accrued  benefits both vested and
non-vested  under each of the Ramapo 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 Ramapo  Pension Plan's  actuary,  did not
exceed the then  current  value of the assets of such  plans  allocable  to such
accrued benefits.  To the best of Ramapo'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 Ramapo
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 Ramapo Pension Plan
have been paid.  All  contributions  required to be made to each Ramapo  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 Ramapo and its
Subsidiaries  which have not been paid have been properly  recorded on the books
of Ramapo and its Subsidiaries.

                  (f) Except as  disclosed  on the Ramapo  Disclosure  Schedule,
each of the Ramapo Pension  Plans,  the Ramapo Welfare Plans and each other plan
and arrangement  identified on the Ramapo 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  subsequent  legislation,  with  respect  to each of the  Ramapo
Pension  Plans and Ramapo 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).

                  (g) To the knowledge of Ramapo, within the past two plan years
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 Ramapo
Welfare Plans or Ramapo Pension Plans.

                  (h) No Ramapo Pension Plan or any trust created thereunder has
been terminated, nor have there been any "reportable events", within the meaning
of Section 4034(b) of ERISA, with respect to any of the Ramapo Pension Plans.

                  (i)  To the  knowledge  of  Ramapo,  no  "accumulated  funding
deficiency",  within the meaning of Section 412 of the Code,  has been  incurred
with respect to any of the Ramapo Pension Plans.

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

                  (k) No Ramapo  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 Ramapo Pension Plan.

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

                  (m) With respect to each Ramapo  Pension and Welfare Plan that
is funded  wholly or  partially  through an insurance  policy,  there will be no
liability of Ramapo or any Ramapo  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 the Effective Time.

                  (n) Except as  hereafter  agreed to by Valley in writing or as
disclosed  on  the  Ramapo   Disclosure   Schedule,   the  consummation  of  the
transactions  contemplated by this Agreement will not (i) entitle any current or
former   employee  of  Ramapo  or  any  Ramapo   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 Ramapo Pension
Plan or Ramapo Welfare Plan.

                  3.10.    Reports.

                  (a) The Ramapo  Disclosure  Schedule lists, and as to item (i)
below Ramapo has  previously  delivered  or made  available to Valley a complete
copy of, each (i) final registration statement, prospectus, annual, quarterly or
special report and definitive  proxy  statement filed by Ramapo since January 1,
1995 pursuant to the  Securities  Act of 1933, as amended  ("1933 Act"),  or the
1934 Act and (ii) communication (other than general advertising materials, press
releases and dividend  checks) mailed by Ramapo to its  shareholders  as a class
since January 1, 1995.

                  (b) Since June 1, 1996,  (i) Ramapo has filed all reports that
it was required to file with the SEC under the 1934 Act, and (ii) Ramapo and the
Bank each has duly filed all material  forms,  reports and documents  which they
were  required to file with each agency  charged with  regulating  any aspect of
their business, in each case in form which was correct in all material respects,
and,  subject to permission  from such regulatory  authorities,  Ramapo promptly
will deliver or make  available to Valley  accurate and complete  copies of such
reports.  As of their  respective  dates,  each such form,  report,  or document
referred to in either of clauses (i) or (ii) above, and each final  registration
statement,  prospectus,  annual,  quarterly or special report,  definitive proxy
statement  or  communication  referred  to in either of  clauses  (i) or (ii) of
paragraph  (a) above,  complied in all  material  respects  with all  applicable
statutes,  rules and regulations  and did not contain any untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in order to make the  statements  made  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading;  provided  that
information contained in any such document as of a later date shall be deemed to
modify  information as of an earlier date. The Ramapo Disclosure  Schedule lists
the dates of all  examinations  of Ramapo or the Bank  conducted  by either  the
Department  or the FDIC  since  January  1, 1996 and the dates of any  responses
thereto submitted by Ramapo or the Bank.

                  3.11. Ramapo and Bank Information. The information relating to
Ramapo  and the  Bank to be  contained  in the  Proxy  Statement/Prospectus  (as
defined in Section 5.6(a) hereof) to be delivered to  stockholders  of Ramapo in
connection  with the  solicitation  of their  approval of this Agreement and the
transactions contemplated hereby, as of the date the Proxy  Statement/Prospectus
is mailed to  stockholders  of Ramapo,  and up to and  including the date of the
meeting of stockholders to which such Proxy  Statement/Prospectus  relates, will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

                  3.12.    Compliance with Applicable Law.

                  (a)  General.  Except  as set forth in the  Ramapo  Disclosure
Schedule,  each of  Ramapo  and the  Ramapo  Subsidiaries  holds  all  licenses,
franchises,  permits and authorizations  necessary for the lawful conduct of its
business under and pursuant to each, 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  authority
relating to Ramapo or any of its Subsidiaries (other than where such defaults or
non-compliances  will  not,  alone or in the  aggregate,  result  in a  material
adverse  effect on the business,  operations,  assets or financial  condition of
Ramapo and its Subsidiaries on a consolidated basis) and Ramapo has not received
notice of  violation  of,  and does not know of any  violations  of,  any of the
above.

                  (b) CRA. Without limiting the foregoing,  to its knowledge the
Bank has complied in all material  respects with the Community  Reinvestment Act
("CRA")  and  Ramapo has no reason to  believe  that any  person or group  would
object to the  consummation  of this  Merger  due to the CRA  performance  of or
rating of the Bank.  Except as listed on the Ramapo  Disclosure  Schedule to the
knowledge  of the Bank,  no person or group  has  adversely  commented  upon the
Bank's CRA performance.

                  3.13.    Certain Contracts.

                  (a)  Except as  disclosed  in the Ramapo  Disclosure  Schedule
under this Section or Section 3.5, (i) neither Ramapo nor any Ramapo  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 Ramapo or any Ramapo Subsidiary to
any officer,  employee,  director or consultant  thereof.  The Ramapo Disclosure
Schedule  sets forth true and correct  copies of all  employment  agreements  or
termination agreements with officers,  employees,  directors,  or consultants to
which Ramapo or any Ramapo Subsidiary is a party.

                  (b) Except as disclosed in the Ramapo Disclosure Schedule, (i)
as of the date of this Agreement,  neither Ramapo nor any Ramapo Subsidiary is a
party  to or bound  by any  commitment,  agreement  or  other  instrument  which
contemplates the payment by Ramapo or any Ramapo Subsidiary of amounts in excess
of  $100,000,  or which has a term  extending  beyond June 1, 1999 and cannot be
terminated  by Ramapo  or its  subsidiary  without  consent  of the other  party
thereto,  (ii) no commitment,  agreement or other  instrument to which Ramapo or
any  Ramapo  Subsidiary  is a party or by which any of them is bound  limits the
freedom of Ramapo or any Ramapo Subsidiary to compete in any line of business or
with any person,  and (iii) neither Ramapo nor any Ramapo  Subsidiary is a party
to any collective bargaining agreement.

                  (c) Except as  disclosed  in the Ramapo  Disclosure  Schedule,
neither Ramapo nor any Ramapo  Subsidiary  nor, to the knowledge of Ramapo,  any
other party  thereto,  is in default in any material  respect under any material
lease,  contract,  mortgage,  promissory  note,  deed of  trust,  loan or  other
commitment or arrangement.

                  3.14.    Properties and Insurance.

                  (a) Ramapo  and its  Subsidiaries  have good,  and as to owned
real property marketable,  title to all material assets and properties,  whether
real or personal,  tangible or  intangible,  reflected in Ramapo's  consolidated
balance sheet as of September 30, 1998, 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 September 30, 1998), 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 are not in
the  aggregate  material to the  business,  operations,  assets,  and  financial
condition of Ramapo and its Subsidiaries  taken as a whole and (iv) with respect
to owned real property,  title imperfections noted in title reports delivered to
Valley prior to the date hereof. Ramapo and its Subsidiaries as lessees have the
right under valid and subsisting leases to occupy,  use, possess and control all
property leased by them in all material  respects as presently  occupied,  used,
possessed and controlled by them.

                  (b) The  Ramapo  Disclosure  Schedule  lists all  policies  of
insurance covering business  operations and all insurable  properties and assets
of Ramapo and its Subsidiaries  showing all risks insured against,  in each case
under valid,  binding and enforceable  policies or bonds,  with such amounts and
such deductibles as are specified. As of the date hereof, neither Ramapo nor any
of its  Subsidiaries  has  received  any notice of  cancellation  or notice of a
material  amendment of any such insurance  policy or bond or is in default under
such policy or bond, no coverage  thereunder is being  disputed and all material
claims thereunder have been filed in a timely fashion.

                  3.15.  Minute  Books.  The  minute  books  of  Ramapo  and its
Subsidiaries  contain records that are accurate in all material  respects of all
meetings and other corporate  action held of their  respective  stockholders and
Boards  of  Directors  (including  committees  of  their  respective  Boards  of
Directors).

                  3.16. Environmental Matters. Except as set forth in the Ramapo
Disclosure Schedule:

                  (a) Neither Ramapo nor any Ramapo  Subsidiary has received any
written notice, citation,  claim, assessment,  proposed assessment or demand for
abatement  alleging that Ramapo or such Ramapo Subsidiary (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 Ramapo and the Ramapo  Subsidiaries taken as a whole. Ramapo has no
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 Ramapo
or any Ramapo Subsidiary, as OREO or otherwise, or owned or controlled by Ramapo
or any Ramapo Subsidiary as a trustee or fiduciary (collectively, "Properties"),
in any  manner  that  violates  or,  after the lapse of time will  violate,  any
presently  existing  federal,  state or local  law or  regulation  governing  or
pertaining to such substances and materials.

                  (b) Ramapo has no  knowledge  that any of the  Properties  has
been  operated  in any  manner  in the  three  years  prior  to the date of this
Agreement 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 the  business,
operations,  assets or financial condition of Ramapo and the Ramapo Subsidiaries
taken as a whole.

                  (c) To the  knowledge  of  Ramapo,  except as set forth in the
Ramapo  Disclosure  Schedule,  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 Ramapo or any Ramapo Subsidiary.

                  3.17.  Reserves.  As of the date hereof,  the reserve for loan
and lease losses in the Ramapo Financial  Statements is adequate based upon past
loan loss experiences and potential losses in the current portfolio to cover all
known or anticipated loan losses.

                  3.18.  No Excess  Parachute  Payments.  No officer,  director,
employee or agent (or former officer, director,  employee or agent) of Ramapo or
any Ramapo  Subsidiary  is  entitled  now,  or will or may be  entitled  to as a
consequence of this Agreement,  the Merger or the Bank Merger, to any payment or
benefit  from  Ramapo,  a  Ramapo  Subsidiary,  Valley  or VNB  which if paid or
provided would constitute an "excess parachute  payment",  as defined in Section
280G of the Code or regulations promulgated thereunder.

                  3.19. Year 2000 Compliance. Ramapo and the Ramapo Subsidiaries
have taken all reasonable  steps  necessary to address the software,  accounting
and record keeping issues raised in order for the data  processing  systems used
in  the  business  conducted  by  Ramapo  and  the  Ramapo  Subsidiaries  to  be
substantially  Year 2000  compliant on or before the end of 1999 and,  except as
set forth in the Ramapo Disclosure  Schedule,  Ramapo does not expect the future
cost of  addressing  such issues to be material.  Neither  Ramapo nor any Ramapo
Subsidiary  has  received  a  rating  of less  than  satisfactory  from any bank
regulatory agency with respect to Year 2000 compliance.

                  3.20. Agreements with Bank Regulators.  Neither Ramapo nor any
Ramapo  Subsidiary is 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, or is subject to any order or
directive by, or is a recipient of any  extraordinary  supervisory  letter from,
any court,  governmental  authority or other regulatory or administrative agency
or  commission,  domestic or foreign  ("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, except for those the
existence  of which has been  disclosed  in writing to Valley by Ramapo prior to
the date of this  Agreement,  nor has Ramapo  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,  except as disclosed in writing to Valley by Ramapo prior
to the date of this  Agreement.  Neither  Ramapo  nor any Ramapo  Subsidiary  is
required by Section 32 of the Federal Deposit Insurance Act to give prior notice
to a Federal  banking  agency of the proposed  addition of an  individual to its
board of directors or the  employment  of an  individual  as a senior  executive
officer, except as disclosed in writing to Valley by Ramapo prior to the date of
this Agreement.

                  3.21.  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.


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF 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 Ramapo. Valley hereby represents and warrants to Ramapo 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 the  business,  operations,  assets  or  financial
condition of Valley or its Subsidiaries (defined below). Valley is registered as
a bank holding company under the BHCA.

                  (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 the business,  operations, assets or
financial condition of Valley and its Subsidiaries.

                  4.2.  Capitalization.  The authorized  capital stock of Valley
consists solely of 98,437,500  shares of Valley Common Stock. As of November 30,
1998, there were 55,201,357 shares of Valley Common Stock issued and outstanding
net of treasury stock, and 303,545 treasury shares.  Since November 30, 1998, 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 Long-Term Stock Incentive Plan of Valley (the "Valley Option Plan") or
grants  under the Valley  Option  Plan 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 November 30, 1998,  except for: (a)  2,352,250
shares of Valley  Common  Stock  issuable  upon  exercise of  outstanding  stock
options and stock appreciation rights granted pursuant to the Valley Option Plan
or the  Acquired  Stock  Plans,  and (b) 14,924  shares of Valley  Common  Stock
issuable upon exercise of outstanding  stock options granted to a consultant for
Valley,  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 by
Valley  free and clear of any  liens,  encumbrances,  charges,  restrictions  or
rights of third parties.  Except for the options and stock  appreciation  rights
referred  to above  under the  Valley  Option  Plan,  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. The  execution and delivery of the
Bank  Merger  Agreement  has been  duly and  validly  approved  by the  Board of
Directors of VNB. No other  corporate  proceedings on the part of Valley and VNB
are necessary to consummate the transactions contemplated hereby (except for the
approval by Valley of the Bank Merger  Agreement).  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.

                  (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
Certificate of  Incorporation or Bylaws of Valley or the Articles of Association
or Bylaws 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 on the business,  operations,
assets  or  financial  condition  of  Valley  and  Valley's  Subsidiaries  on  a
consolidated  basis,  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, the Department,  the FRB,
the New Jersey  Secretary  of State,  the SEC, or  applicable  state  securities
bureaus or commissions,  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,  (b) the  consummation by Valley of the Merger
and the  other  transactions  contemplated  hereby  and (c)  the  execution  and
delivery by VNB of the Bank Merger  Agreement and the consummation by VNB of the
Bank Merger and other transactions  contemplated thereby. To Valley's knowledge,
no fact or  condition  exists which Valley has reason to believe will prevent it
or VNB from obtaining the aforementioned consents and approvals.

                  4.4.     Financial Statements.

                  (a) Valley has  previously  delivered to Ramapo  copies of the
consolidated  statements  of  financial  condition  of Valley as of December 31,
1995, 1996 and 1997, the related consolidated  statements of income,  changes in
stockholders' equity and of cash flows for the periods ended December 31 in each
of the three fiscal years 1995 through  1997,  in each case  accompanied  by the
audit report of KPMG Peat  Marwick  LLP,  independent  public  accountants  with
respect to Valley,  and the  unaudited  consolidated  statements of condition of
Valley  as  of  September  30,  1998  and  the  related  unaudited  consolidated
statements  of income,  changes in  stockholders'  equity and cash flows for the
nine months then ended as  reported in Valley's  Quarterly  Report on Form 10-Q,
filed  with the SEC  under the 1934 Act  (collectively,  the  "Valley  Financial
Statements").  The Valley  Financial  Statements  (including the related notes),
have been  prepared in  accordance  with GAAP  consistently  applied  during the
periods  involved,  and fairly present the  consolidated  financial  position of
Valley  as  of  the  respective  dates  set  forth  therein,   and  the  related
consolidated  statements of income,  changes in stockholders' equity and of cash
flows (including the related notes, where applicable) fairly present the results
of the consolidated  operations and changes in stockholders'  equity and of cash
flows of Valley for the respective fiscal periods set forth therein.

                  (b) The books and records of Valley and its subsidiaries  have
been and are being  maintained in material  compliance with applicable legal and
accounting requirements, and reflect only actual transactions.

                  (c)  Except  as and  to the  extent  reflected,  disclosed  or
reserved  against  in the  Valley  Financial  Statements  (including  the  notes
thereto),  as of September 30, 1998 neither  Valley nor any of its  Subsidiaries
had or has, as the case may be, any material  obligation or  liability,  whether
absolute,   accrued,   contingent  or  otherwise,   material  to  the  business,
operations,  assets or financial condition of Valley or any of its Subsidiaries.
Since  September  30,  1998,  neither  Valley nor any of its  Subsidiaries  have
incurred any material liabilities, except in the ordinary course of business and
consistent with prudent banking practice.

                  4.5.  Brokerage  Fees.  Except  for  fees  to  be  paid  to MG
Advisors,  Inc., neither Valley nor VNB nor any of their respective directors or
officers has employed  any broker or finder or incurred  any  liability  for any
broker's  or  finder's  fees  or  commissions  in  connection  with  any  of the
transactions contemplated by this Agreement.

                  4.6. Absence of Certain Changes or Events.  There has not been
any material  adverse  change in the business,  operations,  assets or financial
condition  of Valley and Valley's  Subsidiaries  on a  consolidated  basis since
September 30, 1998 and to Valley's knowledge,  no fact or condition exists which
Valley believes will cause or is likely to cause such a material  adverse change
in the future.

                  4.7. Valley  Information.  The information  relating to Valley
and its Subsidiaries, this Agreement and the transactions contemplated hereby in
the Registration Statement and Proxy Statement/Prospectus (as defined in Section
5.6(a) hereof), as of the date of the mailing of the Proxy Statement/Prospectus,
and up to and  including  the date of the meeting of  stockholders  of Ramapo to
which such  Proxy  Statement/Prospectus  relates,  will not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.

                  4.8. Capital Adequacy. As of the date of this Agreement Valley
has,  and at the  Effective  Time,  after  taking into effect the Merger and the
transactions  contemplated  hereunder,  Valley will have,  sufficient capital to
satisfy all applicable regulatory capital requirements.

                  4.9.  Valley Common Stock.  At the Effective  Time, the Valley
Common Stock to be issued  pursuant to the terms of Section 2.1, when so issued,
shall be duly authorized,  validly issued, fully paid, and non-assessable,  free
of  preemptive  rights  and  free  and  clear  of  all  liens,  encumbrances  or
restrictions  created by or through Valley, with no personal liability attaching
to the ownership thereof.

                  4.10.  Legal  Proceedings.  Except as  disclosed in the Valley
Disclosure Schedule,  neither Valley nor its Subsidiaries is a party to any, and
there  are  no  pending   or,  to   Valley's   knowledge,   threatened,   legal,
administrative,  arbitral or other proceedings,  claims, actions or governmental
investigations of any nature against Valley or any of its Subsidiaries which, if
decided adversely to Valley,  or any of its Subsidiaries,  would have a material
adverse  effect on the business,  operations,  assets or financial  condition of
Valley and its Subsidiaries on a consolidated  basis. Except as disclosed in the
Valley Disclosure Schedule, neither Valley nor any of Valley's Subsidiaries is a
party to any  order,  judgment  or  decree  entered  against  Valley or any such
Subsidiary  in any lawsuit or  proceeding  which  would have a material  adverse
effect on the business,  operations, assets or financial condition of Valley and
its Subsidiaries on a consolidated basis.

                  4.11.  Taxes and Tax  Returns.  To the  knowledge  of  Valley,
Valley and its  Subsidiaries  have duly filed (and until the Effective Time will
so file) all  Returns  required  to be filed by them in respect of any  federal,
state and local taxes (including  withholding taxes, penalties or other payments
required) and have duly paid (and until the Effective Time will so pay) all such
taxes  due and  payable,  other  than  taxes or other  charges  which  are being
contested in good faith. Valley and its Subsidiaries have established (and until
the Effective Time will  establish) on their books and records  reserves for the
payment  of all  federal,  state and local  taxes not yet due and  payable,  but
incurred  in respect of Valley and its  Subsidiaries  through  such date,  which
reserves  are,  to the  knowledge  of Valley,  adequate  for such  purposes.  No
deficiencies  exist or have been  asserted  based  upon the  federal  income tax
returns of Valley and VNB.

                  4.12.    Employee Benefit Plans.

                  (a) Valley and its  Subsidiaries  maintain  or  contribute  to
certain "employee  pension benefit plans" (the "Valley Pension Plans"),  as such
term is defined in Section 3 of ERISA, and "employee welfare benefit plans" (the
"Valley Welfare  Plans"),  as such term is defined in Section 3 of ERISA.  Since
September 2, 1974,  neither Valley nor its Subsidiaries  have contributed to any
"Multiemployer Plan", as such term is defined in Section 3(37) of ERISA.

                  (b) Except as set forth in Valley Disclosure Schedule,  to the
knowledge  of Valley,  each of the Valley  Pension  Plans and each of the Valley
Welfare Plans 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.

                  (c)  To the  knowledge  of  Valley,  no  "accumulated  funding
deficiency" within the meaning of Section 412 of the Code has been incurred with
respect to any of the Valley Pension Plans.

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

                  4.13.    Reports.

                  (a) Each  communication  mailed by Valley to its  stockholders
since  January 1, 1996,  and each  annual,  quarterly or special  report,  proxy
statement or  communication,  as of its date,  complied in all material respects
with all applicable  statutes,  rules and regulations enforced or promulgated by
the applicable  regulatory  agency and did not contain any untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in order to make the  statements  made  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading;  provided  that
disclosures  as of a later date shall be deemed to modify  disclosures  as of an
earlier date.

                  (b) Valley  and VNB have,  since  January 1, 1996,  duly filed
with the OCC and, where applicable, the FDIC, and the FRB in correct form in all
material respects the monthly, quarterly and annual reports required to be filed
under  applicable laws and  regulations,  and Valley,  upon written request from
Ramapo,  promptly will deliver or make available to Ramapo accurate and complete
copies of such reports.  The Valley  Disclosure  Schedule lists the dates of all
examinations  of Valley or VNB  conducted by either the OCC, the FRB or the FDIC
since January 1, 1996.

                  4.14.   Compliance   with   Applicable  Law.  Valley  and  its
Subsidiaries hold all material licenses,  franchises, permits and authorizations
necessary  for the  lawful  conduct  of their  respective  businesses  under and
pursuant  to each,  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  authority  relating to
Valley and its  Subsidiaries  (other than where such  default or  non-compliance
will not result in a material adverse effect on the business, operations, assets
or financial  condition of Valley and its Subsidiaries on a consolidated  basis)
and Valley has not received  notice of  violations  of, and does not know of any
violations  of,  any  of the  above.  Without  limiting  the  foregoing,  to its
knowledge VNB has complied in all material  respects with the CRA and Valley has
no reason to believe that any person or group would  object to the  consummation
of the Merger due to the CRA  performance  or rating of VNB. To the knowledge of
Valley,  except as listed on the Valley Disclosure Schedule,  no person or group
has adversely commented upon VNB's CRA performance.

                  4.15.    Properties and Insurance.

                  (a) Valley  and its  Subsidiaries  have good and,  as to owned
real property,  marketable title to all material assets and properties,  whether
real or personal,  tangible or  intangible,  reflected in Valley's  consolidated
balance sheet as of September 30, 1998, 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 September 30, 1998), 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 are not in
the  aggregate  material to the  business,  operations,  assets,  and  financial
condition of Valley and its subsidiaries  taken as a whole and (iv) with respect
to owned real property,  title imperfections noted in title reports delivered to
Ramapo prior to the date hereof. Valley and its Subsidiaries as lessees have the
right under valid and subsisting leases to occupy,  use, possess and control all
property leased by them in all material  respects as presently  occupied,  used,
possessed and controlled by them.

                  (b) The business  operations and all insurable  properties and
assets of Valley and its  Subsidiaries are insured for their benefit against all
risks which,  in the  reasonable  judgment of the management of Valley should be
insured against, in each case under valid,  binding and enforceable  policies or
bonds,  with such  deductibles  and against  such risks and losses as are in the
opinion of the  management  of Valley  adequate for the  business  engaged in by
Valley and its  Subsidiaries.  As of the date hereof,  neither Valley nor any of
its Subsidiaries has received any notice of cancellation or notice of a material
amendment  of any such  insurance  policy or bond or is in  default  under  such
policy or bond, no coverage thereunder is being disputed and all material claims
thereunder have been filed in a timely fashion.

                  4.16.  Minute  Books.  The  minute  books  of  Valley  and its
Subsidiaries  contain records that are accurate in all material  respects of all
meetings and other corporate  action held of their  respective  stockholders and
Boards  of  Directors  (including  committees  of  their  respective  Boards  of
Directors).

                  4.17. Environmental Matters. Except as disclosed in the Valley
Disclosure Schedule, neither Valley nor any of its Subsidiaries has received any
written notice, citation,  claim, assessment,  proposed assessment or demand for
abatement alleging that Valley or any of its Subsidiaries (either directly 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 clean-up of any  condition  material to the
business,   operations,   assets  or  financial   condition  of  Valley  or  its
Subsidiaries.  Except as disclosed in the Valley Disclosure Schedule, Valley has
no knowledge  that any toxic or  hazardous  substances  or  materials  have been
emitted,  generated,  disposed of or stored on any  property  owned or leased by
Valley or any of its  Subsidiaries  in any manner that  violates  or,  after the
lapse of time may violate, any presently existing federal, state or local law or
regulation  governing  or  pertaining  to such  substances  and  materials,  the
violation  of which  would  have a  material  adverse  effect  on the  business,
operations,  assets or financial  condition of Valley and its  Subsidiaries on a
consolidated basis.

                  4.18.  Reserves.  As of the date hereof,  the reserve for loan
and lease losses in the Valley Financial  Statements is, to Valley's  knowledge,
adequate  based  upon past loan loss  experiences  and  potential  losses in the
current portfolio to cover all known or anticipated loan losses.

                  4.19. Year 2000 Compliance. Valley and the Valley Subsidiaries
have taken all reasonable  steps  necessary to address the software,  accounting
and record keeping issues raised in order for the data  processing  systems used
in  the  business  conducted  by  Valley  and  the  Valley  Subsidiaries  to  be
substantially  Year 2000  compliant on or before the end of 1999 and Valley does
not expect the future cost of  addressing  such issues to be  material.  Neither
Valley nor any Valley Subsidiary has received a rating of less than satisfactory
from any bank regulatory agency with respect to Year 2000 compliance.

                  4.20.  Agreements  with Bank  Regulators.  Neither VNB nor any
Valley  Subsidiary is 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, or is subject to any order or
directive by, or is a recipient 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 Valley 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, except as disclosed in writing to Ramapo by Valley prior to the date
of this Agreement.  Neither VNB nor any Valley Subsidiary is required by Section
32 of the  Federal  Deposit  Insurance  Act to give  prior  notice  to a Federal
banking  agency  of the  proposed  addition  of an  individual  to its  board of
directors or the  employment  of an individual  as a senior  executive  officer,
except as  disclosed  in writing  to Ramapo by Valley  prior to the date of this
Agreement.

                  4.21. Disclosures.  No representation or warranty contained in
Article IV 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.

                                    ARTICLE V

                            COVENANTS OF THE PARTIES

                  5.1. Conduct of the Business of Ramapo. During the period from
the date of this Agreement to the Effective Time,  Ramapo shall, and shall cause
each of its  Subsidiaries  to,  conduct its  respective  business  and engage in
transactions permitted hereunder only in the ordinary course and consistent with
prudent banking practice, except with the prior written consent of Valley, which
consent  will not be  unreasonably  withheld.  Ramapo  also  shall  use its best
efforts  to (i)  preserve  its  business  organization  and that of each  Ramapo
Subsidiary  intact,  (ii) keep  available to itself the present  services of its
employees and those of its Subsidiaries, provided that neither Ramapo nor any of
its Subsidiaries shall be required to take any unreasonable or extraordinary act
or any action which would  conflict with any other term of this  Agreement,  and
(iii)  preserve for itself and Valley the goodwill of its customers and those of
its Subsidiaries and others with whom business relationships exist.

                  5.2. Negative Covenants and Dividend Covenants.

                  (a) Ramapo  agrees that from the date hereof to the  Effective
Time,  except as  otherwise  approved  by Valley in writing or as  permitted  or
required  by this  Agreement,  it  will  not,  nor  will  it  permit  any of its
Subsidiaries to:

                  (i) change any provision of its  Certificate of  Incorporation
or Bylaws or any similar governing documents;

                  (ii) except for the issuance of Ramapo  Common Stock  pursuant
to the present  terms of the  outstanding  Ramapo  Options and the Valley  Stock
Option and as disclosed in the Ramapo Disclosure Schedule,  change the number of
shares of its  authorized or issued common or No Par Stock or issue or grant any
option, warrant, call, commitment,  subscription, right to purchase or agreement
of any character relating to the authorized or issued capital stock of Ramapo or
any Ramapo  Subsidiary or any securities  convertible into shares of such stock,
or split,  combine or reclassify any shares of its capital  stock,  or redeem or
otherwise acquire any shares of such capital stock, or declare, set aside or pay
any dividend,  or other distribution  (whether in cash, stock or property or any
combination  thereof)  in respect of its capital  stock,  other than its regular
quarterly dividend of $0.04;

                  (iii)  grant any  severance  or  termination  pay (other  than
pursuant to policies of Ramapo in effect on the date hereof and disclosed in the
Ramapo  Disclosure  Schedule or as agreed to by Valley in writing)  to, or enter
into or amend any employment  agreement with, any of its directors,  officers or
employees,  adopt any new employee  benefit plan or  arrangement  of any type or
amend any such existing  benefit plan or  arrangement;  or award any increase in
compensation or benefits to its directors, officers or employees;

                  (iv) sell or  dispose of any  substantial  amount of assets or
incur any significant  liabilities other than in the ordinary course of business
consistent with past practices and policies;

                  (v) make any capital  expenditures in excess of $100,000 other
than  pursuant  to  binding   commitments   existing  on  the  date  hereof  and
expenditures   necessary  to  maintain   existing  assets  in  good  repair  and
expenditures  described  in business  plans or budgets  previously  furnished to
Valley;

                  (vi) file any  applications  or make any contract with respect
to branching or site location or relocation;

                  (vii) agree to acquire in any manner whatsoever (other than to
foreclose on collateral for a defaulted loan) any business or entity;

                  (viii) make any material  change in its accounting  methods or
practices, other than changes required in accordance with GAAP;

                  (ix)  take  any  action  that  would  result  in  any  of  the
representations  and  warranties  contained in Article III of this Agreement not
being true and correct in any material respect at the Effective Time; or

                  (x)      agree to do any of the foregoing.

                  (b) Valley  agrees that from the date hereof to the  Effective
Time,  except as  otherwise  approved  by Ramapo in writing or as  permitted  or
required  by this  Agreement,  it  will  not,  nor  will  it  permit  any of its
Subsidiaries to:

                  (i) take any action  that is  intended  or may  reasonably  be
expected to result in any of its  representations  and  warranties  set forth in
this Agreement being or becoming untrue in any material respect;

                  (ii)  take  or  cause  to be  taken  any  action  which  would
disqualify  the Merger as a tax free  reorganization  under  Section  368 of the
Code;

                  (iii)  consolidate  with or merge  with any  other  person  or
entity in which Valley is not the surviving entity, or convey, transfer or lease
its properties and assets  substantially  as an entirety to any person or entity
unless such person or entity shall  expressly  assume the  obligations of Valley
under this Agreement; or

                  (iv) authorize or enter into any agreement or commitment to do
any of the foregoing.

                  5.3. No  Solicitation.  So long as this  Agreement  remains in
effect,  Ramapo and the Bank shall not,  directly or  indirectly,  encourage  or
solicit or hold discussions or negotiations with, or provide any information to,
any person, entity or group (other than Valley) concerning any merger or sale of
shares of capital stock or sale of substantial  assets or liabilities not in the
ordinary course of business,  or similar  transactions  involving  Ramapo or the
Bank (an "Acquisition  Transaction").  Notwithstanding the foregoing, Ramapo may
enter into discussions or negotiations or provide information in connection with
an  unsolicited  possible  Acquisition  Transaction if the Board of Directors of
Ramapo,  after  consulting  with  counsel,  determines  in the  exercise  of its
fiduciary  responsibilities  that such  discussions  or  negotiations  should be
commenced  or such  information  should  be  furnished.  Ramapo  shall  promptly
communicate to Valley the terms of any proposal,  whether written or oral, which
it may receive in respect of any such Acquisition  Transaction and the fact that
it is having discussions or negotiations with a third party about an Acquisition
Transaction.

                  5.4. Current  Information.  During the period from the date of
this  Agreement  to the  Effective  Time,  Ramapo  will cause one or more of its
designated  representatives  to confer on a monthly or more frequent  basis with
representatives of Valley regarding Ramapo's business,  operations,  properties,
assets and  financial  condition and matters  relating to the  completion of the
transactions  contemplated herein.  Without limiting the foregoing,  Ramapo will
send to Valley a monthly list of each new loan or extension of credit,  and each
renewal of an existing loan or extension of credit, in excess of $100,000,  made
during such month,  and provide  Valley with a copy of the loan offering for any
such loan,  extension of credit, or renewal upon request.  As soon as reasonably
available,  but in no  event  more  than 45 days  after  the end of each  fiscal
quarter  (other than the last fiscal  quarter of each fiscal  year) ending after
the date of this  Agreement,  Ramapo  will  deliver to Valley  the  Bank's  call
reports filed with the  Department  and FDIC and Ramapo's  quarterly  reports on
Form 10-Q as filed with the SEC under the 1934 Act,  and Valley will  deliver to
Ramapo Valley's  quarterly reports on Form 10-Q, as filed with the SEC under the
1934 Act,  and VNB's call  reports  filed with the OCC and the FDIC.  As soon as
reasonably  available,  but in no event  more than 90 days after the end of each
fiscal  year,  Ramapo will  deliver to Valley and Valley will  deliver to Ramapo
their respective audited Annual Reports, in each case as filed on Form 10-K with
the SEC under the 1934 Act.

                  5.5.     Access to Properties and Records; Confidentiality.

                  (a)  Ramapo  and  the  Bank  shall   permit   Valley  and  its
representatives, and Valley and VNB shall permit Ramapo and its representatives,
accompanied by an officer of the respective  party,  reasonable  access to their
respective  properties,  and shall disclose and make available to Valley and its
representatives or Ramapo and its representatives as the case may be, all books,
papers  and  records  relating  to their  respective  assets,  stock  ownership,
properties, operations, obligations and liabilities,  including, but not limited
to, all books of account  (including the general  ledger),  tax records,  minute
books  of  directors'  and  stockholders'  meetings,  organizational  documents,
bylaws,   material  contracts  and  agreements,   filings  with  any  regulatory
authority,  independent  auditors'  work papers  (subject to the receipt by such
auditors of a standard access  representation  letter),  litigation files, plans
affecting  employees,  and any other  business  activities or prospects in which
Valley  and its  representatives  or Ramapo and its  representatives  may have a
reasonable interest.  Neither party shall be required to provide access to or to
disclose  information where such access or disclosure would violate or prejudice
the rights of any customer or would contravene any law, rule, regulation,  order
or judgment.  The parties  will use their best efforts to obtain  waivers of any
such  restriction  and in  any  event  make  appropriate  substitute  disclosure
arrangements  under  circumstances  in which the  restrictions  of the preceding
sentence apply.  Ramapo  acknowledges that Valley may be involved in discussions
concerning  other  potential  acquisitions  and Valley shall not be obligated to
disclose  such  information  to Ramapo  except as such  information  is publicly
disclosed by Valley.

                  (b) All information furnished by the parties hereto previously
in  connection  with  transactions  contemplated  by this  Agreement or pursuant
hereto  shall  be  used  solely  for  the  purpose  of  evaluating   the  Merger
contemplated  hereby  and shall be  treated  as the sole  property  of the party
delivering the information until consummation of the Merger  contemplated hereby
and, if such Merger shall not occur,  each party and each party's advisors shall
return  to  the  other  party  all  documents  or  other  materials  containing,
reflecting or referring to such information,  will not retain any copies of such
information,   shall  use  its  best  efforts  to  keep  confidential  all  such
information,  and shall not directly or indirectly use such  information for any
competitive  or  other  commercial  purposes.  In  the  event  that  the  Merger
contemplated  hereby is  abandoned,  all  documents,  notes  and other  writings
prepared by a party hereto or its advisors based on information furnished by the
other party shall be promptly destroyed. The obligation to keep such information
confidential  shall continue for five years from the date the proposed Merger is
abandoned  but  shall  not  apply to (i) any  information  which  (A) the  party
receiving the  information  can establish by convincing  evidence was already in
its possession prior to the disclosure thereof to it by the other party; (B) was
then  generally  known to the public;  (C) became known to the public through no
fault of the party receiving such information; or (D) was disclosed to the party
receiving  such  information  by a third  party  not bound by an  obligation  of
confidentiality;  or (ii)  disclosures  pursuant  to a legal  requirement  or in
accordance with an order of a court of competent jurisdiction.

                  (c) Without limiting the rights provided under Section 5.5(a),
each of Valley  and Ramapo  shall have the right to conduct a full and  complete
acquisition  audit and to perform such due  diligence  as it deems  appropriate,
using  its own  officers  and  employees  or  third  parties,  for  purposes  of
determining whether there is a material breach of any representation or warranty
hereunder or a material adverse change in the business or financial condition of
the other party. Such acquisition audit or due diligence shall not be limited or
restricted  by virtue of any audit or due  diligence  performed  before the date
hereof or for any other reason, but shall not unduly interfere with the business
of the other party.

                  (d) Without limiting the foregoing,  Valley and VNB,  directly
or through agents, for a period of 30 calendar days (the "Due Diligence Period")
following  the date of this  Agreement,  shall  have the  right to  perform  due
diligence on Ramapo and the Bank and a complete  acquisition audit of Ramapo and
the Bank.

                  5.6.     Regulatory Matters.

                  (a)  For  the  purposes  of  holding  the  meeting  of  Ramapo
stockholders  referred to in Section  5.7 hereof and  registering  or  otherwise
qualifying  under  applicable  federal and state  securities  laws Valley Common
Stock to be  issued to Record  Holders  and  Optionees  in  connection  with the
Merger,  the parties  hereto shall  cooperate in the  preparation  and filing by
Valley  of a  Registration  Statement  with  the  SEC  which  shall  include  an
appropriate   proxy   statement  and   prospectus   satisfying   all  applicable
requirements of applicable  state and federal laws,  including the 1993 Act, the
1934 Act and  applicable  state  securities  laws and the rules and  regulations
thereunder. (Such proxy statement and prospectus in the form mailed by Ramapo to
the Ramapo  stockholders  and Optionees  together with any and all amendments or
supplements  thereto, is herein referred to as the "Proxy  Statement/Prospectus"
and the various  documents to be filed by Valley under the 1933 Act with the SEC
to register for sale the Valley Common Stock to be issued to Record  Holders and
Optionees,  including the Proxy Statement/Prospectus,  are referred to herein as
the "Registration Statement").

                  (b) Valley shall furnish information concerning Valley and VNB
as is necessary in order to cause the Proxy Statement/Prospectus,  insofar as it
relates to Valley and VNB, to comply with Section 5.6(a)  hereof.  Valley agrees
promptly to advise Ramapo if at any time prior to the Ramapo stockholder meeting
referred  to in Section 5.7 hereof,  any  information  provided by Valley in the
Proxy  Statement/Prospectus  becomes  incorrect  or  incomplete  in any material
respect  and to provide  Ramapo  with the  information  needed to  correct  such
inaccuracy  or omission.  Valley  shall  furnish  Ramapo with such  supplemental
information    as   may   be   necessary   in   order   to   cause   the   Proxy
Statement/Prospectus,  insofar as it relates to Valley and VNB,  to comply  with
Section 5.6(a) after the mailing thereof to Ramapo stockholders.

                  (c)  Ramapo  shall  furnish   Valley  with  such   information
concerning  Ramapo  and the Bank as is  necessary  in order to cause  the  Proxy
Statement/Prospectus,  insofar as it  relates to Ramapo and the Bank,  to comply
with Section 5.6(a) hereof.  Ramapo agrees  promptly to advise Valley if, at any
time prior to the Ramapo  stockholders'  meeting  referred to in Section  5.6(a)
hereof, information provided by Ramapo in the Proxy Statement/Prospectus becomes
incorrect or incomplete in any material  respect and to provide  Valley with the
information needed to correct such inaccuracy or omission.  Ramapo shall furnish
Valley with such supplemental  information as may be necessary in order to cause
the Proxy Statement/Prospectus, insofar as it relates to Ramapo and the Bank, to
comply with Section 5.6(a) after the mailing thereof to Ramapo stockholders.

                  (d)  Valley  shall as  promptly  as  practicable,  at its sole
expense,  make such filings as are necessary in connection  with the offering of
the Valley Common Stock with applicable state securities  agencies and shall use
all reasonable  efforts to qualify the offering of the Valley Common Stock under
applicable state securities laws at the earliest  practicable date. Ramapo shall
promptly furnish Valley with such information  regarding the Ramapo stockholders
as  Valley  requires  to  enable  it to  determine  what  filings  are  required
hereunder.  Ramapo  authorizes Valley to utilize in such filings the information
concerning  Ramapo  and the Bank  provided  to Valley  in  connection  with,  or
contained in, the Proxy  Statement/Prospectus.  Valley shall furnish Ramapo with
copies of all such filings and keep Ramapo advised of the status thereof. Valley
and Ramapo  shall as promptly as  practicable  file the  Registration  Statement
containing the Proxy  Statement/Prospectus  with the SEC, and each of Valley and
Ramapo shall promptly notify the other of all  communications,  oral or written,
with   the  SEC   concerning   the   Registration   Statement   and  the   Proxy
Statement/Prospectus.

                  (e) Valley shall cause the Valley Common Stock to be issued in
connection with the Merger to be listed on the New York Stock Exchange.

                  (f) The parties  hereto will cooperate with each other and use
their  best  efforts  to  prepare  all  necessary  documentation,  to effect all
necessary  filings  and to obtain  all  necessary  permits,  consents,  waivers,
approvals  and  authorizations  of all third  parties  and  governmental  bodies
necessary to consummate the transactions  contemplated by this Agreement as soon
as  possible,  including,  without  limitation,  those  required by the OCC, the
Department,  the FDIC and the FRB.  The  parties  shall  each  have the right to
review in advance (and shall do so  promptly)  all  information  relating to the
other,  as the case  may be,  and any of their  respective  subsidiaries,  which
appears in any filing made with,  or written  material  submitted  to, any third
party or governmental  body in connection with the transactions  contemplated by
this Agreement. The parties hereto shall use reasonable business efforts to file
for approval or waiver by the  appropriate  bank  regulatory  agencies within 60
days of the date hereof.

                  (g) Each of the parties will promptly  furnish each other with
copies of written  communications  received  by them or any of their  respective
subsidiaries  from, or delivered by any of the  foregoing  to, any  governmental
body in respect of the transactions contemplated hereby.

                  (h)  Ramapo  acknowledges  that  Valley is in or may be in the
process  of  acquiring  other  banks  and  financial  institutions  and  that in
connection with such acquisitions, information concerning Ramapo may be required
to be  included  in the  registration  statements,  if  any,  for  the  sale  of
securities  of Valley or in SEC reports in  connection  with such  acquisitions.
Ramapo agrees to provide Valley with any information, certificates, documents or
other materials about Ramapo as are reasonably  necessary to be included in such
other SEC reports or registration statements,  including registration statements
which may be filed by Valley prior to the Effective  Time.  Ramapo shall use its
reasonable  efforts to cause its attorneys and accountants to provide Valley and
any underwriters for Valley with any consents, comfort letters, opinion letters,
reports  or  information  which  are  necessary  to  complete  the  registration
statements and  applications for any such acquisition or issuance of securities.
Valley shall  reimburse  Ramapo for reasonable  expenses thus incurred by Ramapo
should this transaction be terminated for any reason. Valley shall not file with
the SEC any registration  statement or amendment  thereto or supplement  thereof
containing  information  regarding  Ramapo unless Ramapo shall have consented in
writing to such  filing,  which  consent  shall not be  unreasonably  delayed or
withheld.

                  (i) Between the date of this Agreement and the Effective Time,
Ramapo shall cooperate with Valley to reasonably  conform Ramapo's  policies and
procedures regarding applicable regulatory matters, to those of Valley as Valley
may reasonably identify to Ramapo from time to time.

                  5.7. Approval of Stockholders.  Ramapo will (a) take all steps
necessary  duly to call,  give  notice  of,  convene  and hold a meeting  of the
stockholders  of Ramapo as soon as  reasonably  practicable  for the  purpose of
securing the approval by such  stockholders of this Agreement,  (b) recommend to
the  stockholders of Ramapo the approval of this Agreement and the  transactions
contemplated  hereby  and use  its  best  efforts  to  obtain,  as  promptly  as
practicable,  such  approvals,  and (c)  cooperate  and consult with Valley with
respect to each of the foregoing matters. In connection  therewith,  Ramapo will
use reasonable  efforts to cause each director of Ramapo to (i) agree to vote in
favor of the Merger,  and (ii) take such action as is necessary or is reasonably
required by Valley to consummate the Merger.

                  5.8. Further  Assurances.  Subject to the terms and conditions
herein  provided,  each of the parties  hereto agrees to use its best efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
satisfy the  conditions  to Closing and to  consummate  and make  effective  the
transactions  contemplated by this  Agreement,  including,  without  limitation,
using reasonable  efforts to lift or rescind any injunction or restraining order
or other order adversely  affecting the ability of the parties to consummate the
transactions  contemplated  by this  Agreement  and  using its best  efforts  to
prevent the breach of any  representation,  warranty,  covenant or  agreement of
such party contained or referred to in this Agreement and to promptly remedy the
same.  Valley  will  take the  necessary  actions  to cure  appropriate  tainted
treasury  shares so that the  Merger  meets the  treasury  stock  condition  for
pooling-of-interests  accounting.  Nothing in this section shall be construed to
require  any  party  to   participate   in  any   threatened  or  actual  legal,
administrative  or  other  proceedings  (other  than  proceedings,   actions  or
investigations  to which it is otherwise a party or subject or  threatened to be
made a party or subject) in connection  with  consummation  of the  transactions
contemplated by this Agreement unless such party shall consent in advance and in
writing  to such  participation  and the other  party  agrees to  reimburse  and
indemnify  such  party for and  against  any and all costs and  damages  related
thereto.

                  5.9. Public Announcements.  The parties hereto shall cooperate
with each other in the  development  and  distribution  of all news releases and
other  public  disclosures  with  respect  to  this  Agreement  or  any  of  the
transactions  contemplated hereby, except as may be otherwise required by law or
regulation or as to which the party releasing such information has used its best
efforts to discuss with the other party in advance.

                  5.10. Failure to Fulfill Conditions.  In the event that Valley
or Ramapo  determines that a material  condition to its obligation to consummate
the  transactions  contemplated  hereby  cannot  be  fulfilled  on or  prior  to
September  30,  1999  (the  "Cutoff  Date")  and  that it will  not  waive  that
condition,  it will promptly notify the other party.  Except for any acquisition
or merger  discussions  Valley  may enter into with  other  parties,  Ramapo and
Valley  will  promptly  inform  the other of any facts  applicable  to Ramapo or
Valley,  respectively,  or their respective directors or officers, that would be
likely to prevent or materially delay approval of the Merger by any governmental
authority or which would otherwise prevent or materially delay completion of the
Merger.

                  5.11.    Disclosure Supplements.

                  (a)  Ramapo  has  delivered  to Valley  as of the date  hereof
certain items which presently constitute the Ramapo Disclosure Schedule.  Ramapo
shall have the right to provide  supplements,  additions and  corrections to the
Ramapo  Disclosure  Schedule  for a period of 15  calendar  days  after the date
hereof and such  supplements  and additions or corrections  provided within that
15-day  period  shall be deemed to have been  provided on the date hereof and to
qualify the  representations  and warranties of Ramapo as of such date. However,
during the Due  Diligence  Period,  Valley  shall have the right,  as  hereafter
provided,  to  exercise  its  termination  right  based  upon  the  supplements,
additions and corrections so provided.

                  (b) In  addition to Ramapo's  rights  during the first  15-day
period under  Section  5.11(a)  above,  from time to time prior to the Effective
Time, each party hereto will promptly  supplement or amend (by written notice to
the other) its respective  Disclosure  Schedules  delivered pursuant hereto with
respect to any matter hereafter  arising which, if existing,  occurring or known
at the date of this  Agreement,  would  have  been  required  to be set forth or
described in such Schedules or which is necessary to correct any  information in
such Schedules which has been rendered materially  inaccurate  thereby.  For the
purpose of determining  satisfaction  of the conditions set forth in Article VI,
no supplement or amendment to such Schedules  shall correct or cure any warranty
which was  untrue  when  made,  but  supplements  or  amendments  may be used to
disclose  subsequent  facts  or  events  to  maintain  the  truthfulness  of any
warranty.

                  5.12     Transaction Expenses of Ramapo.

                  (a) For planning purposes,  Ramapo shall,  within 30 days from
the date hereof, provide Valley with its estimated budget of transaction-related
expenses reasonably  anticipated to be payable by Ramapo in connection with this
transaction based on facts and circumstances currently known, including the fees
and   expenses   of   counsel,   accountants,   investment   bankers  and  other
professionals. Ramapo shall promptly notify Valley if or when it determines that
it will expect to exceed its budget.  Ramapo has previously  disclosed to Valley
the method by which the fees of its investment bankers and counsel in connection
with this transaction are to be determined, and has disclosed to Valley the fees
of its counsel in connection with this transaction through a recent date.

                  (b)  Promptly,  but in any  event  within  30 days,  after the
execution of this  Agreement,  Ramapo shall ask all of its  attorneys  and other
professionals  to render current and correct  invoices for all unbilled time and
disbursements.  Ramapo  shall  accrue  and/or pay all of such amounts as soon as
possible.

                  (c) Ramapo  shall cause its  professionals  to render  monthly
invoices within 30 days after the end of each month.  Ramapo shall notify Valley
monthly of all  out-of-pocket  expenses  which Ramapo has incurred in connection
with this transaction.

                  (d) Valley, in reasonable consultation with Ramapo, shall make
all  arrangements  with  respect  to the  printing  and  mailing  of  the  Proxy
Statement/Prospectus.

                  5.13.  Closing.  The parties  hereto shall  cooperate  and use
reasonable efforts to try to cause the Effective Time to occur on or before June
1, 1999.

                  5.14. Indemnification. After the Effective Time, to the extent
permitted by applicable law and/or the Certificate of  Incorporation or Articles
of Association, Valley agrees that it will, or will cause VNB to, provide to the
directors  and officers of Ramapo and the Bank  indemnification  with respect to
acts or omissions  occurring  prior to the  Effective  Time,  including  without
limitation,   the   authorization   of  this  Agreement  and  the   transactions
contemplated  hereby,  for a period of six years from the Effective  Time, or in
the case of matters  occurring  prior to the Effective  Time which have not been
resolved  prior to the sixth  anniversary  of the  Effective  Time,  until  such
matters are finally  resolved.  To the extent permitted by applicable law and/or
the Certificate of Incorporation  or Articles of Association,  Valley or VNB (as
applicable)   shall   advance   expenses  in   connection   with  the  foregoing
indemnification.

                  5.15. Employment Matters.

                  (a) Following  consummation  of the Merger,  Valley will honor
the existing  written  employment  and  severance  contracts  with  officers and
employees  of Ramapo and the Bank that exist on the date hereof and are included
in the Ramapo  Disclosure  Schedule.  Ramapo shall use its best efforts to cause
its officers to enter into the arrangements  contemplated in Section 5.15 of the
Valley Disclosure Schedule.


                  (b) Following the  consummation of the Merger and for one year
thereafter,  VNB  shall,  to the  extent  not  duplicative  of  other  severance
benefits,  honor the Bank's  severance policy as specified in Section 5.15(b) of
the Ramapo  Disclosure  Schedule to pay one week of  severance  for each year of
service  completed  while  employed  by Ramapo  and/or the Bank,  with a maximum
benefit of 26 weeks and a minimum of four (4) weeks.

                  (c) Valley intends,  to the extent practical,  to continue the
employment  of all  officers  and  employees  of the  Bank,  at or near the same
location,  with the same or equivalent salary and benefits.  Valley intends,  to
the extent practical,  to have all Ramapo employees  participate in the benefits
and opportunities available to all Valley employees.

                  5.16. Pooling and Tax-Free  Reorganization  Treatment.  Ramapo
shall not  intentionally  take,  fail to take or cause to be taken,  any  action
within its control,  whether  before or after the  Effective  Time,  which would
disqualify the Merger as a "pooling of interests" for accounting  purposes or as
a "reorganization" within the meaning of Section 368(a) of the Code.

                  5.17.  Ramapo Option Plan.  From and after the Effective Time,
each Ramapo  Option which is converted  to an option to purchase  Valley  Common
Stock under Section 2.1(b) shall be administered,  operated and interpreted by a
committee  comprised of members of the Board of Directors of Valley appointed by
the Board of Directors of Valley.  Valley shall  reserve for issuance the number
of shares of Valley  Common  Stock  necessary to satisfy  Valley's  obligations.
Valley shall also register,  if not previously  registered  pursuant to the 1933
Act, the shares authorized for issuance under the Ramapo Options so converted.

                  5.18.    Affiliates.

                  (a)  Promptly,  but in any  event  within  30 days,  after the
execution and delivery of this Agreement, (i) Ramapo shall deliver to Valley (x)
a letter  identifying all persons who, to the knowledge of Ramapo, may be deemed
to be  affiliates  of Ramapo under Rule 145 of the 1933 Act,  including  without
limitation  all  directors  and  executive  officers  of Ramapo and (y) a letter
identifying  all persons who, to the  knowledge  of Ramapo,  may be deemed to be
affiliates of Ramapo as that term (affiliate) is used for purposes of qualifying
for pooling-of-interests accounting treatment; and (ii) Valley shall identify to
Ramapo all persons who, to the knowledge of Valley,  may be deemed affiliates of
Valley  as that  term  (affiliates)  is used  for  purposes  of  qualifying  for
pooling-of-interests accounting treatment.

                  (b) Ramapo shall cause each  director of Ramapo to, and Ramapo
shall use its best  efforts to cause each  executive  officer of Ramapo and each
other person who may be deemed an affiliate of Ramapo  (under either Rule 145 of
the 1933 Act or the  accounting  treatment  rules) to,  execute  and  deliver to
Valley  within 30 days after the  execution  and delivery of this  Agreement,  a
letter  substantially in the form of Exhibit 5.18 hereto agreeing to be bound by
the  restrictions of Rule 145 and agreeing to be bound by the rules which permit
the Merger to be treated as a pooling of interests for accounting  purposes.  In
addition,  Valley shall cause each director and executive  officer of Valley to,
and Valley  shall use its best  efforts  to cause  each other  person who may be
deemed an affiliate  of Valley (as that term is used for purposes of  qualifying
for pooling of interests) to, execute and deliver to Valley within 30 days after
the execution and delivery of this Agreement, a letter substantially in the form
of Exhibit  5.18.1  hereto in which such persons  agree to be bound by the rules
which permit the Merger to be treated as a pooling of interests  for  accounting
treatment.

                  5.19.  Compliance  with  the  Industrial  Site  Recovery  Act.
Ramapo, at its sole cost and expense, shall use its best efforts to obtain prior
to the Effective Time, with respect to each facility located in New Jersey owned
or operated by Ramapo or any Ramapo Subsidiary (each, a "Facility"), either: (a)
a  Letter  of  Non-Applicability  ("LNA")  from  the New  Jersey  Department  of
Environmental   Protection  ("NJDEP")  stating  that  the  Facility  is  not  an
"industrial  establishment,"  as such term is defined under the Industrial  Site
Recovery Act ("ISRA");  (b) a Remediation Agreement issued by the NJDEP pursuant
to ISRA authorizing the  consummation of the  transactions  contemplated by this
Agreement;  (c)  a  Negative  Declaration  approval,  Remedial  Action  Workplan
approval,  No Further Action letter or other document or documents issued by the
NJDEP advising that the requirements of ISRA have been satisfied with respect to
the  Facility;  or (d) an opinion  addressed  to Valley  from New  Jersey  legal
counsel  reasonably  acceptable  to  Valley  to the  effect  that  ISRA has been
complied with, or is  inapplicable,  with respect to the Facility.  In the event
Ramapo  obtains a  Remediation  Agreement,  Ramapo  will post or have  posted an
appropriate  Remediation  Funding  Source  or will  have  obtained  the  NJDEP's
approval to self-guaranty any Remediation Funding Source required under any such
Remediation Agreement.

                  5.20. New Valley  Director.  As of the Effective Time,  Valley
shall cause its Board of Directors and the VNB Board of Directors to take action
to appoint  Richard  S.  Miller to the  Boards of  Directors  of Valley and VNB,
respectively, at the Effective Time.

                                   ARTICLE VI

                               CLOSING CONDITIONS

                  6.1.   Conditions  of  Each  Party's  Obligations  Under  this
Agreement.  The  respective  obligations  of each party under this  Agreement to
consummate  the  Merger  shall  be  subject  to  the  satisfaction,   or,  where
permissible  under  applicable  law, waiver at or prior to the Effective Time of
the following conditions:

                  (a) Approval of Ramapo  Stockholders;  SEC Registration.  This
Agreement and the transactions  contemplated  hereby shall have been approved by
the requisite vote of the  stockholders of Ramapo.  The  Registration  Statement
shall have been declared effective by the SEC and shall not be subject to a stop
order or any threatened stop order,  and the issuance of the Valley Common Stock
shall have been  qualified in every state where such  qualification  is required
under the applicable state securities laws. The Valley Common Stock to be issued
in connection  with the Merger,  including  Valley Common Stock to be issued for
the Ramapo  Options,  shall have been approved for listing on the New York Stock
Exchange.

                  (b)   Regulatory   Filings.   All   necessary   regulatory  or
governmental  approvals and consents  (including without limitation any required
approval of the OCC and any approval or waiver  required by the FRB) required to
consummate the transactions contemplated hereby shall have been obtained without
any term or condition which would materially  impair the value of Ramapo and the
Bank, taken as a whole, to Valley. All conditions required to be satisfied prior
to the Effective  Time by the terms of such  approvals  and consents  shall have
been satisfied;  and all statutory waiting periods in respect thereof shall have
expired.

                  (c) Suits and Proceedings.  No order, judgment or decree shall
be  outstanding  against a party  hereto or a third  party  that  would have the
effect  of  preventing  completion  of the  Merger;  no  suit,  action  or other
proceeding shall be pending or threatened by any  governmental  body in which it
is sought to restrain or prohibit  the Merger or the Bank  Merger;  and no suit,
action or other  proceeding  shall be pending  before any court or  governmental
agency in which it is sought to  restrain  or  prohibit  the  Merger or the Bank
Merger or obtain other substantial  monetary or other relief against one or more
parties  hereto in  connection  with this  Agreement  and which Valley or Ramapo
determines  in good faith,  based upon the advice of their  respective  counsel,
makes it inadvisable to proceed with the Merger because any such suit, action or
proceeding  has a  significant  potential  to be  resolved  in  such a way as to
deprive the party electing not to proceed of any of the material  benefits to it
of the Merger or the Bank Merger.

                  (d) Tax Free  Exchange.  Valley and Ramapo shall have received
an opinion,  satisfactory to Valley and Ramapo, of Pitney, Hardin, Kipp & Szuch,
counsel for Valley, to the effect that the transactions contemplated hereby will
result in a  reorganization  (as  defined  in Section  368(a) of the Code),  and
accordingly  no gain or loss will be recognized  for federal income tax purposes
to Valley, Ramapo, VNB or the Bank or to the stockholders of Ramapo who exchange
their shares of Ramapo for Valley  Common Stock  (except to the extent that cash
is received in lieu of fractional shares of Valley Common Stock).

                  (e) Pooling of Interests.  The Merger shall be qualified to be
treated by Valley as a  pooling-of-interests  for accounting purposes and Valley
shall have  received a letter from KPMG Peat  Marwick LLP to the effect that the
Merger will qualify for pooling-of-interests  accounting treatment if closed and
consummated in accordance with the Agreement.

                  6.2.  Conditions  to the  Obligations  of  Valley  Under  this
Agreement.  The  obligations  of Valley  under this  Agreement  shall be further
subject to the satisfaction or waiver, at or prior to the Effective Time, of the
following conditions:

                  (a) Representations and Warranties; Performance of Obligations
of Ramapo and Bank. The  representations  and warranties of Ramapo  contained in
this Agreement shall be true and correct in all material respects on the Closing
Date as though made on and as of the Closing Date.  Ramapo shall have  performed
in all material respects the agreements,  covenants and obligations necessary to
be performed by it prior to the Closing Date. With respect to any representation
or warranty  which as of the Closing Date has required a supplement or amendment
to the Ramapo Disclosure Schedule to render such representation or warranty true
and correct as of the Closing Date,  the  representation  and warranty  shall be
deemed  true and  correct  as of the  Closing  Date only if (i) the  information
contained in the supplement or amendment to the Disclosure  Schedule  related to
events  occurring  following the execution of this  Agreement and (ii) the facts
disclosed in such  supplement or amendment  would not either alone,  or together
with any other  supplements  or  amendments to the Ramapo  Disclosure  Schedule,
materially  adversely  affect the  representation  as to which the supplement or
amendment relates.

                  (b) Consents.  Valley shall have received the written consents
of any person whose consent to the transactions  contemplated hereby is required
under the applicable instrument.

                  (c) Opinion of Counsel.  Valley shall have received an opinion
of counsel  to  Ramapo,  dated the date of the  Closing,  in form and  substance
reasonably  satisfactory  to Valley,  covering the matters set forth on Schedule
6.2 hereto and any other matters reasonably requested by Valley.

                  (d) Bank  Action.  The Bank  shall  have  taken all  necessary
corporate  action  to  effectuate  the Bank  Merger  immediately  following  the
Effective Time.

                  (e) Certificates. Ramapo shall have furnished Valley with such
certificates of its officers or other  documents to evidence  fulfillment of the
conditions set forth in this Section 6.2 as Valley may reasonably request.

                  (f) Environmental Law Compliance.  Ramapo shall have obtained,
with  respect to each  Facility,  an LNA, a  Remediation  Agreement,  a Negative
Declaration approval, a Remedial Action Workplan approval (in which event Ramapo
will post or have posted an appropriate  Remediation Funding Source or will have
obtained the NJDEP's  approval to self-guaranty  any Remediation  Funding Source
required under any such  Remediation  Agreement),  a No Further Action letter or
other document or documents  issued by the NJDEP advising that the  requirements
of ISRA have been  satisfied  with  respect to the Facility or an opinion of the
type referred to in Section 5.19(d) hereof.

                  6.3.  Conditions  to the  Obligations  of  Ramapo  Under  this
Agreement.  The  obligations  of Ramapo  under this  Agreement  shall be further
subject to the satisfaction or waiver, at or prior to the Effective Time, of the
following conditions:

                  (a) Representations and Warranties; Performance of Obligations
of Valley.  The  representations  and  warranties  of Valley  contained  in this
Agreement shall be true and correct in all material respects on the Closing Date
as though made on and as of the Closing Date. Valley shall have performed in all
material respects, the agreements,  covenants and obligations to be performed by
it prior to the Closing  Date.  With respect to any  representation  or warranty
which as of the Closing  Date has  required a  supplement  or  amendment  to the
Valley  Disclosure  Schedule to render such  representation or warranty true and
correct as of the Closing Date, the  representation and warranty shall be deemed
true and correct as of the Closing Date only if (i) the information contained in
the  supplement  or  amendment  to the  Disclosure  Schedule  related  to events
occurring following the execution of this Agreement and (ii) the facts disclosed
in such  supplement or amendment  would not either  alone,  or together with any
other  supplements or amendments to the Valley Disclosure  Schedule,  materially
adversely  affect the  representation  as to which the  supplement  or amendment
relates.

                  (b) Opinion of Counsel to Valley.  Ramapo shall have  received
an opinion of counsel  to  Valley,  dated the date of the  Closing,  in form and
substance reasonably  satisfactory to Ramapo,  covering the matters set forth on
Schedule 6.3 hereto and any other matter reasonably requested by Ramapo.

                  (c) Fairness Opinion. Ramapo shall have received opinions from
Danielson,  as of the  date of  this  Agreement  and as of the  date  the  Proxy
Statement/Prospectus  is mailed to Ramapo's  stockholders,  with  respect to the
fairness,  from a  financial  point  of  view,  of  the  Exchange  Ratio  to the
shareholders of Ramapo in the Merger.

                  (d) Certificates. Valley shall have furnished Ramapo with such
certificates  of its  officers  or others and such other  documents  to evidence
fulfillment  of the  conditions  set forth in this  Section  6.3 as  Ramapo  may
reasonably request.

                  (e) VNB Action.  VNB shall have taken all necessary  corporate
action to effectuate the Bank Merger immediately following the Effective Time.


                                   ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

                  7.1.  Termination.  This Agreement may be terminated  prior to
the Effective  Time,  whether  before or after approval of this Agreement by the
stockholders of Ramapo, based upon any of the following:

                  (a)      By mutual written consent of the parties hereto.

                  (b) By Valley or Ramapo  (i) if the  Effective  Time shall not
have  occurred  on or  prior  to the  Cutoff  Date  or  (ii)  if a  vote  of the
stockholders  of Ramapo  is taken and such  stockholders  fail to  approve  this
Agreement at the meeting (or any  adjournment  thereof)  held for such  purpose,
unless in each case the failure of such  occurrence  shall be due to the failure
of the party  seeking to  terminate  this  Agreement  to perform or observe  its
agreements  set forth  herein to be  performed or observed by such party (or, in
the case of Ramapo,  to be performed or observed by the  directors of Ramapo) at
or before the Effective Time.

                  (c) By Valley or Ramapo  upon  written  notice to the other if
any application for regulatory or governmental  approval necessary to consummate
the Merger and the other transactions contemplated hereby shall have been denied
or  withdrawn  at the request or  recommendation  of the  applicable  regulatory
agency or  governmental  authority or by Valley upon written notice to Ramapo if
any such  application is approved with conditions  which  materially  impair the
value of Ramapo and the Bank, taken as a whole, to Valley.

                  (d) By Valley if (i) there  shall  have  occurred  a  material
adverse change in the business,  operations,  assets, or financial  condition of
Ramapo or the Bank, taken as a whole,  from that disclosed by Ramapo on the date
of this Agreement;  or (ii) if the net operating income excluding security gains
and losses  (after tax but  excluding  expenses  related to this  Agreement)  of
Ramapo for any full  fiscal  quarter  after  September  30,  1998,  is less than
$750,000; or (iii) there was a material breach in any representation,  warranty,
covenant, agreement or obligation of Ramapo hereunder.

                  (e) By Ramapo,  if (i) there  shall  have  occurred a material
adverse  change in the business,  operations,  assets or financial  condition of
Valley or VNB from that  disclosed by Valley on the date of this  Agreement;  or
(ii)  there was a material  breach in any  representation,  warranty,  covenant,
agreement or obligation of Valley hereunder.

                  (f) By Valley or Ramapo if any condition to Closing  specified
under Article VI hereof  applicable to such party cannot reasonably be met on or
before the Cutoff Date after giving the other party a reasonable  opportunity to
cure any such condition.

                  (g) By  Ramapo  if the  Average  Pre-Closing  Price of  Valley
Common Stock is less than $23.50.

                  (h) By  Valley  during  the Due  Diligence  Period  if the due
diligence review by Valley or any Disclosure  Schedules provided by Ramapo after
the date  hereof  causes  Valley  to  reasonably  reach a  conclusion  about the
financial condition,  business, assets or the quality of the representations and
warranties  of Ramapo,  significantly  adverse from  conclusions  about the same
matters which Valley's  senior  executives held at the time Valley executed this
Agreement.

                  7.2.  Effect of  Termination.  In the event of the termination
and abandonment of this Agreement by either Valley or Ramapo pursuant to Section
7.1, this Agreement shall forthwith become void and have no effect,  without any
liability on the part of any party or its officers,  directors or  stockholders,
except that Sections 5.5(b) and 8.1 hereof shall have  continuing  effect as set
forth therein.  Nothing contained herein,  however, shall relieve any party from
any liability for any willful breach of this Agreement.

                  7.3. Amendment. This Agreement may be amended by mutual action
taken by the  parties  hereto  at any time  before  or  after  adoption  of this
Agreement  by the  stockholders  of  Ramapo  but,  after any such  adoption,  no
amendment  shall be made  which  reduces  or  changes  the amount or form of the
consideration to be delivered to the stockholders of Ramapo without the approval
of such stockholders.  This Agreement may not be amended except by an instrument
in writing signed on behalf of Valley and Ramapo.

                  7.4. Extension;  Waiver. The parties may, at any time prior to
the Effective Time of the Merger, (i) extend the time for the performance of any
of the  obligations  or other acts of the other parties  hereto;  (ii) waive any
inaccuracies in the  representations  and warranties  contained herein or in any
document delivered  pursuant thereto;  or (iii) waive compliance with any of the
agreements  or  conditions  contained  herein.  Any agreement on the part of any
party to any such  extension  or waiver  shall be valid  only if set forth in an
instrument in writing signed on behalf of such party against which the waiver is
sought to be enforced.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  8.1.  Expenses.  All costs and expenses incurred in connection
with this Agreement and the transactions  contemplated  hereby (including legal,
accounting and investment banking fees and expenses) shall be borne by the party
incurring such costs and expenses,  except that the cost of printing and mailing
the Proxy  Statement/Prospectus  shall be borne equally by the parties hereto if
the transaction is terminated.

                  8.2. Notices.  All notices or other  communications  which are
required or permitted  hereunder shall be in writing and sufficient if delivered
personally  or sent by  telecopier  with  confirming  copy  sent the same day by
registered or certified mail, postage prepaid, as follows:

                  (a)      If to Valley, to:

                           Valley National Bancorp
                           1455 Valley Road
                           Wayne, New Jersey  07474-0558
                           Attn.:  Gerald H. Lipkin
                              Chairman and Chief Executive Officer
                           Telecopier No. (973) 305-0024

                           Copy to:

                           Pitney, Hardin, Kipp & Szuch
                           Attn.:  Ronald H. Janis, Esq.
                           Delivery:
                           200 Campus Drive
                           Florham Park, New Jersey  07932
                           Mail:
                           P.O. Box 1945
                           Morristown, New Jersey  07962-1945
                           Telecopier No. (973) 966-1550

                  (b)      If to Ramapo, to:

                           Ramapo Financial Corporation
                           64 Mountain View Boulevard
                           Wayne, New Jersey  07470
                           Attn.:  Mortimer J. O'Shea,
                                    President and Chief Executive Officer
                           Telecopier No. (973) 305-4089

                           Copy to:

                           Williams, Caliri, Miller & Otley
                           Attn.:  Richard S. Miller, Esq.
                           Delivery:
                           1428 Route 23
                           Wayne, New Jersey  07470
                           Mail:
                           P.O. Box 995
                           Wayne, New Jersey 07474-0995
                           Telecopier No. (973) 694-0302

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or communications  shall be deemed to have been given as of the date
so delivered or telecopied and mailed.

                  8.3. Parties in Interest. This Agreement shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors  and  permitted  assigns.  Nothing in this  Agreement  is intended to
confer,  expressly  or by  implication,  upon any  other  person  any  rights or
remedies  under or by  reason  of this  Agreement,  except  for the  indemnitees
covered by Section 5.14 hereof.  No  assignment  of this  Agreement  may be made
except upon the written consent of the other parties hereto.

                  8.4.  Entire   Agreement.   This  Agreement,   the  Disclosure
Schedules  hereto and the other documents,  agreements and instruments  executed
and delivered  pursuant to or in connection  with this  Agreement,  contains the
entire  agreement  among the  parties  hereto with  respect to the  transactions
contemplated   by  this  Agreement  and   supersedes  all  prior   negotiations,
arrangements or  understandings,  written or oral, with respect thereto.  If any
provision of this Agreement is found invalid, it shall be considered deleted and
shall not invalidate the remaining provisions.

                  8.5.  Counterparts.  This  Agreement may be executed in one or
more  counterparts,  all of which shall be considered one and the same agreement
and each of which shall be deemed an original.

                  8.6.  Governing Law. This  Agreement  shall be governed by the
laws of the State of New Jersey,  without  giving  effect to the  principles  of
conflicts of laws thereof.

                  8.7.  Descriptive  Headings.  The descriptive headings of this
Agreement are for  convenience  only and shall not control or affect the meaning
or construction of any provision of this Agreement.

                  8.8. Survival. All representations,  warranties and, except to
the extent  specifically  provided  otherwise herein,  agreements and covenants,
other than those agreements and covenants set forth in Sections 5.14 which shall
survive the Merger, shall terminate as of the Effective Time.

                  8.9.   Knowledge.   Representations   made  herein  which  are
qualified  by the phrase to the best of Ramapo's  knowledge  or similar  phrases
refer as of the date hereof to the best knowledge of the Chief Executive Officer
and the Senior Vice President-Lending of Ramapo and thereafter refer to the best
knowledge   of  any  senior   officer  of  Ramapo  or  any  Ramapo   subsidiary.
Representations  made herein  which are  qualified  by the phrase to the best of
Valley's  knowledge or similar  phrases  refer as of the date hereof to the best
knowledge of the  President and Chief  Executive  Officer,  the  Executive  Vice
President/Legal  and the Chief Financial  Officer of Valley and thereafter refer
to the best knowledge of any senior officer of Valley or any Valley subsidiary.

                  IN WITNESS  WHEREOF,  Valley,  VNB,  the Bank and Ramapo  have
caused this Agreement to be executed by their duly authorized officers as of the
day and year first above written.

ATTEST:                                              VALLEY NATIONAL BANCORP


PETER CROCITTO                              By:      GERALD H. LIPKIN
________________________________________   _____________________________________
Peter Crocitto, Executive Vice President   Gerald H. Lipkin, Chairman, President
                                                     and Chief Executive Officer


ATTEST:                                         RAMAPO FINANCIAL CORPORATION


ERWIN D. KNAUER                                 By:      MORTIMER J. O'SHEA
______________________________________          ________________________________
Erwin D. Knauer, Senior Vice President            Mortimer J. O'Shea, Chairman
                                                         Chief Executive Officer


ATTEST:                                              VALLEY NATIONAL BANK


PETER CROCITTO                              By:      GERALD H. LIPKIN
________________________________________   _____________________________________
Peter Crocitto, Executive Vice President   Gerald H. Lipkin, Chairman, President
                                                     and Chief Executive Officer



ATTEST:                                         THE RAMAPO BANK


ERWIN D. KNAUER                                 By:      MORTIMER J. O'SHEA
______________________________________          ________________________________
Erwin D. Knauer, Senior Vice President            Mortimer J. O'Shea, Chairman
                                                         Chief Executive Officer



<PAGE>





                         CERTIFICATE OF THE DIRECTORS OF
                        RAMAPO FINANCIAL CORPORATION AND
                                 THE RAMAPO BANK

                  Reference is made to the Agreement  and Plan of Merger,  dated
as of December 17, 1998 (the "Agreement"), among Valley National Bancorp, Valley
National Bank,  Ramapo Bancorp Inc., and The Ramapo Bank Capitalized  terms used
herein have the meanings given to them in the Agreement.

                  Each of the following  persons,  being all of the directors of
Ramapo and the Bank, express their intention, subject to their fiduciary duties,
to vote or cause to be voted all shares of Ramapo Common Stock which are held by
such person, or over which such person exercises full voting control (other than
shares  with  respect  to which such  person  exercises  control in a  fiduciary
capacity, as to which no agreement is made hereby), in favor of the Merger.


MORTIMER J. O'SHEA                           
__________________________________           ___________________________________
MORTIMER J. O'SHEA                           JAMES R. KAPLAN

VICTOR C. OTLEY, JR.                         LOUIS D. MARCH
__________________________________           ___________________________________
VICTOR C. OTLEY, JR.                         LOUIS D. MARCH

ERWIN D. KNAUER                              ARNOLD SPEERT
__________________________________           ___________________________________
ERWIN D. KNAUER                              ARNOLD SPEERT

DONALD W. BARNEY                             SOLOMON W. MASTERS
__________________________________           ___________________________________
DONALD W. BARNEY                             SOLOMON W. MASTERS

RICHARD S. MILLER                            VINCENT R. D'ACCARDI
__________________________________           ___________________________________
RICHARD S. MILLER                            VINCENT R. D'ACCARDI

LOUIS S. MILLER                     
__________________________________           
LOUIS S. MILLER


<PAGE>

                                                                      Appendix B


                             STOCK OPTION AGREEMENT


                  THIS STOCK OPTION AGREEMENT  ("Agreement")  dated December 17,
1998, is by and between Valley National  Bancorp,  a New Jersey  corporation and
registered bank holding company ("Valley"),  and Ramapo Financial  Corporation a
New Jersey  corporation and registered  bank holding company  ("Ramapo") for The
Ramapo Bank (the "Bank").

                                   BACKGROUND

                  1. Valley,  Ramapo, the Bank and Valley National Bank ("Valley
Bank"), a wholly-owned subsidiary of Valley, as of the date hereof, are prepared
to execute an Agreement and Plan of Merger (the "Merger Agreement")  pursuant to
which Valley will acquire Ramapo through a merger of Ramapo with and into Valley
(the "Merger").

                  2. As an  inducement  to  Valley  to  enter  into  the  Merger
Agreement and in consideration for such entry and negotiation, Ramapo has agreed
to grant to Valley the Option.

                                    AGREEMENT

                  In consideration of the foregoing and the mutual covenants and
agreements  set forth  herein and in the Merger  Agreement,  Valley and  Ramapo,
intending to be legally bound hereby, agree:

                  1. Grant of Option.  Ramapo hereby grants to Valley the option
to purchase up to  1,608,159  shares (the  "Option  Shares") of Ramapo's  common
stock,  $1.00 par value ("Common Stock") at an exercise price of $7.50 per share
(the  "Option  Price"),  on the  terms and  conditions  set  forth  herein  (the
"Option").

                  2.  Exercise of Option.  This Option shall not be  exercisable
until  the  occurrence  of a  Triggering  Event  (as  such  term is  hereinafter
defined).  Upon or after the  occurrence of a Triggering  Event (as such term is
hereinafter  defined),  Valley may exercise the Option,  in whole or in part, at
any time or from time to time  subject  to the terms  and  conditions  set forth
herein.

                  The term "Triggering Event" means the occurrence of any of the
following events:

                  A person or group (as such terms are defined in the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations thereunder) other than Valley or an affiliate of Valley:

                  a. acquires  beneficial  ownership (as such term is defined in
Rule 13d-3 as  promulgated  under the Exchange  Act) of at least 15% of the then
outstanding  shares of Common  Stock;  provided,  however,  that the  continuing
ownership by a person or group which as of the date hereof owns more than 15% of
the outstanding Common Stock shall not constitute a Triggering Event;

                  b.  enters  into a letter of intent or an  agreement,  whether
oral or written,  with Ramapo  pursuant to which such person or any affiliate of
such  person  would  (i)  merge  or  consolidate,  or  enter  into  any  similar
transaction  with Ramapo or the Bank, (ii) acquire all or a significant  portion
of the assets or liabilities of Ramapo or the Bank, or (iii) acquire  beneficial
ownership  of  securities  representing,  or the  right  to  acquire  beneficial
ownership or to vote securities representing 15% or more of the then outstanding
shares of Common Stock;

                  c.  makes  a  filing  with  any  bank  or  thrift   regulatory
authorities or publicly  announces a bona fide proposal (a  "Proposal")  for (i)
any merger,  consolidation or acquisition of all or a significant portion of all
the assets or liabilities of Ramapo or any other business combination  involving
Ramapo or the Bank, or (ii) a  transaction  involving the transfer of beneficial
ownership  of  securities  representing,  or the  right  to  acquire  beneficial
ownership or to vote  securities  representing,  15% or more of the  outstanding
shares of Common Stock,  and thereafter,  if such Proposal has not been Publicly
Withdrawn  (as such term is  hereinafter  defined) at least 15 days prior to the
meeting  of  stockholders  of Ramapo  called to vote on the  Merger  and  Ramapo
stockholders  fail to approve the Merger by the vote required by applicable  law
at the meeting of stockholders called for such purpose; or

                  d. makes a bona fide Proposal and thereafter,  but before such
Proposal has been Publicly  Withdrawn,  Ramapo (i) willfully takes any action in
any manner which would  materially  interfere with its ability to consummate the
Merger or (ii)  willfully  takes any action in any manner  (other  than  actions
taken in the ordinary  course of  business)  which would  materially  reduce the
value of the Merger to Valley .

                  The term  "Triggering  Event"  also  means  the  taking of any
direct or indirect action by Ramapo or any of its directors, executive officers,
investment  bankers or other persons with actual or apparent  authority to speak
for the Ramapo Board of  Directors,  inviting,  encouraging  or  soliciting  any
proposal which has as its purpose a tender offer for the shares of Common Stock,
a merger, consolidation, plan of exchange, plan of acquisition or reorganization
of Ramapo or the Bank, or a sale of shares of Common Stock or stock of the Bank,
or any significant portion of the assets or liabilities of Ramapo or the Bank.

                  The term  "significant  portion"  means  15% of the  assets or
liabilities of Ramapo.

                  "Publicly  Withdrawn",  for  purposes  of clauses  (c) and (d)
above,  shall mean an unconditional bona fide withdrawal of the Proposal coupled
with a public  announcement of no further  interest in pursuing such Proposal or
in acquiring any controlling  influence over Ramapo or in soliciting or inducing
any other person (other than Valley or any affiliate of Valley) to do so.

                  Notwithstanding the foregoing, the Option may not be exercised
at any  time (i) in the  absence  of any  required  governmental  or  regulatory
approval or consent necessary for Ramapo to issue the Option Shares or Valley to
exercise the Option or prior to the  expiration  or  termination  of any waiting
period required by law, or (ii) so long as any injunction or other order, decree
or ruling issued by any federal or state court of competent  jurisdiction  is in
effect which prohibits the sale or delivery of the Option Shares.

                  Ramapo  shall  notify  Valley   promptly  in  writing  of  the
occurrence of any  Triggering  Event known to it, it being  understood  that the
giving of such notice by Ramapo  shall not be a condition to the right of Valley
to  exercise  the Option.  Ramapo will not take any action  which would have the
effect of preventing or disabling  Ramapo from  delivering  the Option Shares to
Valley upon exercise of the Option or otherwise performing its obligations under
this Agreement.

                  In the event  Valley  wishes to exercise  the  Option,  Valley
shall send a written notice to Ramapo (the date of which is hereinafter referred
to as the "Notice Date")  specifying the total number of Option Shares it wishes
to  purchase  and a place  and  date  for the  closing  of  such a  purchase  (a
"Closing");  provided,  however,  that a Closing  shall  not occur  prior to two
business  days nor later than 20 business days after the later of receipt of any
necessary regulatory approvals and the expiration of any legally required notice
or waiting period, if any.

                  3.  Payment  and  Delivery  of  Certificates.  At any  Closing
hereunder (a) Valley will make payment to Ramapo of the aggregate  price for the
Option Shares so purchased by wire transfer of immediately available funds to an
account  designated  by  Ramapo,  (b)  Ramapo  will  deliver  to  Valley a stock
certificate  or  certificates  representing  the  number  of  Option  Shares  so
purchased,  free and clear of all liens, claims, charges and encumbrances of any
kind or nature whatsoever  created by or through Ramapo,  registered in the name
of Valley or its designee,  in such denominations as were specified by Valley in
its notice of  exercise  and  bearing a legend as set forth below and (c) Valley
shall pay any transfer or other taxes  required by reason of the issuance of the
Option Shares so purchased.

                  Unless  a   registration   statement  is  filed  and  declared
effective  under  Section  4  hereof,  a legend  will be  placed  on each  stock
certificate  evidencing  Option Shares issued pursuant to this Agreement,  which
legend will read substantially as follows:

                           "The   transfer   of  shares   represented   by  this
         certificate is subject to certain provisions of an agreement,  dated as
         of December 17, 1998,  between the registered  holder hereof and Ramapo
         and to resale restrictions arising under the Securities Act of 1933, as
         amended. A copy of such agreement is on file at the principal office of
         Ramapo and will be provided to the holder  hereof  without  charge upon
         receipt by Ramapo of a written request therefore."

                  It is  understood  and agreed that:  (i) the  reference to the
resale  restrictions  of the Securities Act of 1933, as amended (the "1933 Act")
in the above  legend shall be removed by delivery of  substitute  certificate(s)
without  such  reference  if Valley  shall have  delivered to Ramapo a copy of a
letter  from  the  staff of the  SEC,  or an  opinion  of  counsel,  in form and
substance  reasonably  satisfactory to Ramapo, to the effect that such legend is
not required for purposes of the 1933 Act; (ii) the reference to the  provisions
of this Agreement in the above legend shall be removed by delivery of substitute
certificate(s)   without  such  reference  if  the  shares  have  been  sold  or
transferred  in  compliance  with the  provisions  of this  Agreement  and under
circumstances that do not require the retention of such reference in the opinion
of counsel to Ramapo;  and (iii) the legend  shall be removed in its entirety if
the  conditions in the  preceding  clauses (i) and (ii) are both  satisfied.  In
addition,  such  certificates  shall bear any other legend as may be required by
law.

                  4.  Registration  Rights.  Upon or after the  occurrence  of a
Triggering Event and upon receipt of a written request from Valley, Ramapo shall
prepare and file a  registration  statement  with the  Securities  and  Exchange
Commission and any state securities bureau,  covering the Option and such number
of Option  Shares as Valley shall  specify in its request,  and Ramapo shall use
its best efforts to cause such registration  statement to be declared  effective
in order to permit  the sale or other  disposition  of the Option and the Option
Shares (it being  understood and agreed that Valley will use reasonable  efforts
to effect any such sale or other  disposition  on a widely  distributed  basis),
provided that Valley shall in no event have the right to have more than one such
registration  statement  become effective and further provided that Ramapo shall
have the right to delay for up to six  months  such  registration  if the Option
Shares  can  and  will  be  registered  in  connection  with  the  filing  of  a
Registration Statement on Form S-4 (or a successor form) by any person acquiring
Ramapo.

                  In  connection  with such  filing,  Ramapo  shall use its best
efforts  to  cause  to be  delivered  to  Valley  such  certificates,  opinions,
accountant's  letters and other documents as Valley shall reasonably request and
as are customarily provided in connection with registrations of securities under
the  Securities  Act of 1933,  as amended.  All  expenses  incurred by Ramapo in
complying with the provisions of this Section 4, including  without  limitation,
all registration and filing fees,  printing expenses,  fees and disbursements of
counsel  for  Ramapo  and blue sky fees and  expenses  shall be paid by  Ramapo.
Underwriting  discounts and  commissions to brokers and dealers  relating to the
Option  Shares,  fees and  disbursements  of  counsel  to  Valley  and any other
expenses incurred by Valley in connection with such registration  shall be borne
by Valley.  In  connection  with such filing,  Ramapo shall  indemnify  and hold
harmless Valley against any losses,  claims,  damages or  liabilities,  joint or
several,  to which Valley may become  subject,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement  with respect to Ramapo or alleged  untrue  statement
with respect to Ramapo of any material fact with respect to Ramapo  contained in
any preliminary or final  registration  statement or any amendment or supplement
thereto,  or arise out of a material fact with respect to Ramapo  required to be
stated  therein or  necessary  to make the  statements  therein  with respect to
Ramapo not misleading;  and Ramapo will reimburse  Valley for any legal or other
expense  reasonably  incurred  by Valley in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action; provided,  however,
that  Ramapo  will not be liable in any case to the  extent  that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged  untrue   statement  or  omission  or  alleged  omission  made  in  such
preliminary  or final  registration  statement or such  amendment or  supplement
thereto in reliance upon and in conformity with written information furnished by
or on  behalf  of  Valley  specifically  for  use  in  the  preparation  thereof
concerning  Valley or its plans or  intentions.  Valley will  indemnify and hold
harmless  Ramapo to the same  extent as set forth in the  immediately  preceding
sentence but only with reference to written information  specifically  furnished
by or on behalf of Valley  concerning  Valley or its plans or intentions for use
in the preparation of such preliminary or final  registration  statement or such
amendment or supplement thereto;  and Valley will reimburse Ramapo for any legal
or other expense reasonably  incurred by Ramapo in connection with investigating
or defending any such loss, claim, damage, liability or action.  Notwithstanding
anything to the contrary herein,  no indemnifying  party shall be liable for any
settlement effected without its prior written consent.

                  5. Adjustment Upon Changes in Capitalization.  In the event of
any change in the Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations,  combinations,  conversions, exchanges of shares or the like,
then  the  number  and kind of  Option  Shares  and the  Option  Price  shall be
appropriately adjusted.

                  In the event any capital reorganization or reclassification of
the Common Stock, or any consolidation,  merger or similar transaction of Ramapo
with another entity, or in the event any sale of all or substantially all of the
assets of Ramapo  shall be  effected  in such a way that the  holders  of Common
Stock shall be entitled to receive  stock,  securities or assets with respect to
or in exchange for Common Stock,  then,  as a condition of such  reorganization,
reclassification,  consolidation, merger or sale, lawful and adequate provisions
(in form reasonably satisfactory to the holder hereof) shall be made whereby the
holder hereof shall  thereafter  have the right to purchase and receive upon the
basis and upon the  terms and  conditions  specified  herein  and in lieu of the
Common Stock immediately theretofore purchasable and receivable upon exercise of
the rights  represented  by this  Option,  such shares of stock,  securities  or
assets as may be issued or payable with respect to or in exchange for the number
of shares of Common Stock  immediately  theretofore  purchasable  and receivable
upon exercise of the rights represented by this Option had such  reorganization,
reclassification,  consolidation,  merger  or sale not  taken  place;  provided,
however,  that if such  transaction  results  in the  holders  of  Common  Stock
receiving only cash, the holder hereof shall be paid the difference  between the
Option  Price and such  cash  consideration  without  the need to  exercise  the
Option.

                  6.  Filings and  Consents.  Each of Valley and Ramapo will use
its best efforts to make all filings with, and to obtain  consents of, all third
parties  and  governmental  authorities  necessary  to the  consummation  of the
transactions contemplated by this Agreement.

                  Exercise  of the Option  herein  provided  shall be subject to
compliance with all applicable laws including, in the event Valley is the holder
hereof,  approval of the Board of  Governors of the Federal  Reserve  System and
Ramapo  agrees  to  cooperate  with  and  furnish  to  the  holder  hereof  such
information  and  documents  as  may  be  reasonably  required  to  secure  such
approvals.

                  7. Representations and Warranties of the Parties.

                  a. Ramapo.  Ramapo hereby represents and warrants to Valley as
follows:

                  i. Due  Authorization.  Ramapo  has full  corporate  power and
authority  to execute,  deliver and perform  this  Agreement  and all  corporate
action  necessary for execution,  delivery and performance of this Agreement has
been duly taken by Ramapo.

                  ii.  Authorized  Shares.  Ramapo has taken and, as long as the
Option is outstanding, will take all necessary corporate action to authorize and
reserve for issuance  all shares of Common Stock that may be issued  pursuant to
any exercise of the Option.

                  iii. No Conflicts.  Neither the execution and delivery of this
Agreement nor consummation of the transactions contemplated hereby (assuming all
appropriate  regulatory  approvals)  will violate or result in any  violation or
default of or be in conflict  with or constitute a default under any term of the
certificate  of  incorporation  or by-laws of Ramapo or, to its  knowledge,  any
agreement,  instrument,  judgment,  decree, statute, rule or order applicable to
Ramapo.

                  iv.  Binding  Obligation.  This  Agreement  has been  duly and
validly  executed by Ramapo and  represents  a valid and binding  obligation  of
Ramapo enforceable against Ramapo in accordance with its terms.

                  b. Valley.  Valley hereby represents and warrants to Ramapo as
follows:

                  i. Due  Authorization.  Valley  has full  corporate  power and
authority to execute and deliver this Agreement and, subject to any approvals or
consents referred to herein, to consummate the transactions contemplated hereby.

                  ii. Requisite  Corporate Action. The execution and delivery of
this Agreement have been authorized by all requisite corporate action by Valley,
and no other corporate proceedings are necessary therefor.

                  iii.  Binding  Obligation.  This  Agreement  has been duly and
validly  executed  and  delivered  by Valley and  represents a valid and legally
binding obligation of Valley,  enforceable against Valley in accordance with its
terms.

                  8. Specific  Performance.  The parties hereto acknowledge that
damages  would be an inadequate  remedy for a breach of this  Agreement and that
the  obligations  of the  parties  hereto  shall  be  specifically  enforceable.
Notwithstanding the foregoing, Valley shall have the right to seek money damages
against Ramapo for a breach of this Agreement.

                  9. Entire  Agreement.  This Agreement  constitutes  the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties or any of them with respect to the subject matter hereof.

                  10.  Assignment  or Transfer.  Valley may not sell,  assign or
otherwise transfer its rights and obligations hereunder, in whole or in part, to
any person or group of  persons  other than to an  affiliate  of Valley.  Valley
represents that it is acquiring the Option for Valley's own account and not with
a view to or for sale in connection with any distribution of the Option.  Valley
is aware that  presently  neither  the  Option  nor the Option  Shares are being
offered by a registration  statement filed with, and declared  effective by, the
Securities  and Exchange  Commission,  but instead are being offered in reliance
upon the exemption from the registration  requirements  pursuant to Section 4(2)
of the Securities Act of 1933, as amended.

                  11.  Amendment of Agreement.  By mutual consent of the parties
hereto, this Agreement may be amended in writing at any time, for the purpose of
facilitating  performance  hereunder or to comply with any applicable regulation
of any  governmental  authority or any applicable  order of any court or for any
other purpose.

                  12.  Validity.  The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provisions  of this  Agreement,  which shall remain in full force and
effect.

                  13.  Notices.  All  notices,  requests,   consents  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered  personally,  by express  service,
cable,  telegram or telex, or by registered or certified mail (postage  prepaid,
return receipt requested) to the respective parties as follows:

                           If to Valley, to:

                           Valley National Bancorp
                           1455 Valley Road
                           Wayne, New Jersey  07474
                           Attn.:  Gerald H. Lipkin
                              Chairman and Chief Executive Officer
                           Telecopier No. (973) 305-0024

                           Copy to:

                           Pitney, Hardin, Kipp & Szuch
                           Attn.:  Ronald H. Janis, Esq.
                           Delivery:
                           200 Campus Drive
                           Florham Park, New Jersey  07932
                           Mail:
                           P.O. Box 1945
                           Morristown, New Jersey  07962-1945
                           Telecopier No. (973) 966-1550


                           If to Ramapo, to:

                           Ramapo Financial Corporation
                           64 Mountain View Boulevard
                           Wayne, New Jersey  07470
                           Attn.:  Mortimer J. O'Shea, President
                           Telecopier No. (973) 305-4089

                           Copy to:

                           Williams, Caliri, Miller & Otley
                           Attn.: Richard S. Miller, Esq.
                           Delivery:
                           1428 Route 23
                           Wayne, New Jersey  07470
                           Mail:
                           P.O. Box 995
                           Wayne, New Jersey  07474-0995
                           Telecopier No. (973) 694-0302

or to such other  address  as the person to whom  notice is to be given may have
previously  furnished  to the others in  writing  in the manner set forth  above
(provided  that  notice of any change of address  shall be  effective  only upon
receipt thereof).

                  14.  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of New Jersey.

                  15.  Captions.  The captions in the Agreement are inserted for
convenience and reference purposes,  and shall not limit or otherwise affect any
of the terms or provisions hereof.

                  16. Waivers and Extensions.  The parties hereto may, by mutual
consent,  extend the time for  performance of any of the  obligations or acts of
either  party  hereto.  Each  party  may waive  (i)  compliance  with any of the
covenants of the other party  contained in this Agreement  and/or (ii) the other
party's performance of any of its obligations set forth in this Agreement.

                  17. Parties in Interest.  This Agreement shall be binding upon
and inure  solely to the  benefit  of each  party  hereto,  and  nothing in this
Agreement,  express or implied,  is intended to confer upon any other person any
rights  or  remedies  of any  nature  whatsoever  under  or by  reason  of  this
Agreement,  except as  provided  in Section 10  permitting  Valley to assign its
rights and obligations hereunder only to an affiliate of Valley.

                  18.  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which shall constitute one and the same agreement.

                  19. Termination.  The Option granted hereby, to the extent not
previously exercised,  shall terminate upon either the termination of the Merger
Agreement  as  provided   therein  or  the   consummation  of  the  transactions
contemplated by the Merger Agreement;  provided, however, that if termination of
the Merger  Agreement  occurs after the occurrence of a Triggering  Event,  this
Agreement and the Option granted  hereby shall not terminate  until the later of
one month after the consummation of the transaction  constituting the Triggering
Event  or 18  months  following  the  date  of the  termination  of  the  Merger
Agreement.

                  IN WITNESS  WHEREOF,  each of the parties hereto,  pursuant to
resolutions  adopted by its Board of Directors,  has caused this Agreement to be
executed by its duly authorized officer,  all as of the day and year first above
written.

                                     RAMAPO FINANCIAL CORPORATION


                                     By: MORTIMER J. O'SHEA
                                         ____________________________________
                                           Mortimer J. O'Shea,  President and
                                              Chief Executive Officer

                                     VALLEY NATIONAL BANCORP



                                     By: GERALD H. LIPKIN
                                         ____________________________________
                                           Gerald H. Lipkin, Chairman, President
                                              and Chief Executive Officer


<PAGE>

                                                                    Appendix C



                                                              March ___, 1999

Board of Directors
Ramapo Financial Corporation
64 Mountain View Blvd.
Wayne, New Jersey  07470

Dear Members of the Board:

         Set forth herein is the updated  opinion of Danielson  Associates  Inc.
("Danielson  Associates")  as to the "fairness" of the offer by Valley  National
Bancorp  ("Valley")  of Wayne,  New Jersey to acquire all of the common stock of
Ramapo Financial  Corporation  ("Ramapo") of Wayne, New Jersey.  The "fair" sale
value is  defined  as the price at which all of the  shares of  Ramapo's  common
stock would  change hands  between a willing  seller and a willing  buyer,  each
having  reasonable  knowledge  of  the  relevant  facts.  In  opining  as to the
"fairness"  of the offer,  it also must be determined if the Valley common stock
that is to be exchanged for Ramapo stock is "fairly" valued.

         In preparing the original opinion, Ramapo's market was analyzed and its
business and prospects  were reviewed.  We also  conducted such other  financial
analyses  as  we  deemed   appropriate  such  as  comparable  company  analyses,
comparable  transactions and pro forma dilution. Any unique characteristics also
were considered.

         This opinion was based partly on data supplied to Danielson  Associates
by Ramapo, but it relied on some public information all of which was believed to
be reliable, but neither the completeness nor accuracy of such information could
be guaranteed.  In particular,  the opinion assumed, based on the representation
of Ramapo's  management,  that there were no significant  asset quality problems
beyond  what was stated in recent  reports  to  regulatory  agencies  and in the
monthly report to the directors.

         In determining  the "fair" sale value of Ramapo,  the primary  emphasis
was on prices paid relative to earnings for New Jersey and Northeast  banks that
had similar financial, structural and market characteristics.  These prices were
then related to assets and equity capital, also referred to as "book."

         The "fair"  market value of Valley's  common stock to be exchanged  for
Ramapo  stock was  determined  by a comparison  with other  similar bank holding
companies  and included no in person due  diligence of Valley.  This  comparison
showed Valley stock to be valued consistent with the comparable banks.

         In the  original  opinion,  based on the  analysis of  Ramapo's  recent
performance and its future potential,  comparisons with similar transactions and
unique characteristics, it was determined that its "fair" sale value was between
$90 and $100 million,  or $10.34 to $11.52 per share.  Thus,  Valley's  offer of
$107.5 million in Valley common stock,  or $12.33 per share,  was a "fair" offer
from a financial point of view for Ramapo and its shareholders.

         There has been no subsequent  change in Valley's  performance,  but its
stock  price has  declined  by about 10%,  which is  consistent  with most other
regional banks at the time of the offer.  The value of the offer,  even with the
decline in Valley's  stock price is still "fair" from a financial  point of view
to Ramapo and its shareholders.

                                           Respectfully submitted,



                                           Arnold G. Danielson
                                           Chairman
                                           Danielson Associates Inc.



<PAGE>


                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 20.  Indemnification of Directors and Officers.

                  Indemnification.    Article   VI   of   the   certificate   of
incorporation  of Valley National  Bancorp  provides that the corporation  shall
indemnify its present and former officers, directors,  employees, and agents and
persons  serving at its request against  expenses,  including  attorney's  fees,
judgments, fines or amounts paid in settlement,  incurred in connection with any
pending or threatened civil or criminal  proceeding to the full extent permitted
by the New Jersey Business  Corporation Act. The Article also provides that such
indemnification shall not exclude any other rights to indemnification to which a
person may otherwise be entitled,  and  authorizes  the  corporation to purchase
insurance  on behalf of any of the  persons  enumerated  against  any  liability
whether or not the  corporation  would have the power to indemnify him under the
provisions of Article VI.

                  The New Jersey Business Corporation Act empowers a corporation
to indemnify a corporate agent against his expenses and liabilities  incurred in
connection with any proceeding (other than a derivative  lawsuit)  involving the
corporate  agent by reason of his being or having been a corporate  agent if (a)
the agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best  interests of the  corporation,  and (b) with respect to
any criminal proceeding,  the corporate agent had no reasonable cause to believe
his conduct was unlawful.  For purposes of the Act, the term  "corporate  agent"
includes  any  present or former  director,  officer,  employee  or agent of the
corporation,  and a person serving as a "corporate  agent" at the request of the
corporation for any other enterprise.

                  With respect to any  derivative  action,  the  corporation  is
empowered  to  indemnify a corporate  agent  against his  expenses  (but not his
liabilities)  incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the agent acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation.  However,  only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate  agent
against  expenses  with  respect to any  claim,  issue or matter as to which the
agent was adjudged liable for negligence or misconduct.

                  The  corporation may indemnify a corporate agent in a specific
case if a  determination  is made by any of the  following  that the  applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority  vote of a quorum  consisting of  disinterested  directors;
(ii) by  independent  legal counsel,  if there is not a quorum of  disinterested
directors  or  if  the  disinterested   quorum  empowers  counsel  to  make  the
determination; or (iii) by the shareholders.

                  A corporate agent is entitled to mandatory  indemnification to
the  extent  that the agent is  successful  on the  merits or  otherwise  in any
proceeding,  or in defense of any claim, issue or matter in the proceeding. If a
corporation  fails or  refuses to  indemnify  a  corporate  agent,  whether  the
indemnification  is permissive  or mandatory,  the agent may apply to a court to
grant him the requested indemnification.  In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay  the  expenses  unless  it is  ultimately  determined  he is  entitled  to
indemnification.

                  Exculpation.  Article VIII of the certificate of incorporation
of Valley National Bancorp provides:

                           A director or officer of the Corporation shall not be
                  personally  liable to the Corporation or its  shareholders for
                  damages for breach of any duty owed to the  Corporation or its
                  shareholders,  except that this provision  shall not relieve a
                  director  or  officer  from  liability  for any breach of duty
                  based upon an act or omission  (i) in breach of such  person's
                  duty of loyalty to the Corporation or its  shareholders,  (ii)
                  not in good faith or involving a knowing  violation of law, or
                  (iii)  resulting  in  receipt  by such  person of an  improper
                  personal benefit.  If the New Jersey Business  Corporation Act
                  is  amended  after  approval  by  the   shareholders  of  this
                  provision to authorize corporate action further eliminating or
                  limiting the personal liability of directors or officers, then
                  the liability of a director  and/or officer of the Corporation
                  shall be eliminated or limited to the fullest extent permitted
                  by the New Jersey Business Corporation Act as so amended.

                  Any repeal or modification  of the foregoing  paragraph by the
shareholders  of the  Corporation  or otherwise  shall not adversely  affect any
right or protection of a director or officer of the Corporation  existing at the
time of such repeal or modification.

The New Jersey Business Corporation Act, as it affects exculpation, has not been
changed since the adoption of this provision by Valley National Bancorp in 1987.


<PAGE>


Item 21.

A.  Exhibits

Exhibit No.                Description

2(a)*             Agreement  and Plan of Merger  dated as of  December  17, 1998
                  (the  "Merger  Agreement"),   among  Valley  National  Bancorp
                  ("Valley"),  Valley  National Bank ("VNB"),  Ramapo  Financial
                  Corporation  ("Ramapo"),  and Ramapo's subsidiary,  The Ramapo
                  Bank   ("TRB")   attached   as   Appendix   A  to  the   Proxy
                  Statement-Prospectus.

2(b)*             Stock Option Agreement,  dated as of December 17, 1998, by and
                  between Valley and Ramapo, included as Appendix B to the Proxy
                  Statement-Prospectus.

5                 Opinion of Pitney,  Hardin, Kipp & Szuch as to the legality of
                  the securities to be registered.

8                 Opinion  of  Pitney,  Hardin,  Kipp  &  Szuch  as to  the  tax
                  consequences of the Merger.

23(a)             Consent of KPMG LLP with respect to Valley.

23(b)             Consent of Arthur Andersen LLP with respect to Ramapo.

23(c)             Consent of Pitney,  Hardin, Kipp & Szuch (included in Exhibits
                  5 and 8 hereto).

23(d)             Consent of Danielson Associates, Inc. ("Danielson").

99(a)             Form of Proxy Card to be utilized by the Board of Directors of
                  Ramapo.

- ----------------------
*    Included elsewhere in this registration statement.


B.  Financial Schedules

         All financial  statement  schedules have been omitted  because they are
not  applicable  or the  required  information  is  included  in  the  financial
statements or notes thereto or incorporated by reference therein.


C.   Report, Opinion or Appraisals

         Form of Fairness  Opinion of Danielson is included as Appendix C to the
Proxy Statement-Prospectus.


<PAGE>


Item 22.  Undertakings

1. The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933.

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

         (b) That for purposes of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

3. The undersigned  registrant hereby  undertakes as follows:  that prior to any
public  reoffering  of the  securities  registered  hereunder  through  use of a
prospectus  which is a part of this  registration  statement,  by any  person or
party who is deemed to be an underwriter  within the meaning of Rule 145(c), the
issuer  undertakes that such reoffering  prospectus will contain the information
called for by the  applicable  registration  form with respect to reofferings by
persons who may be deemed  underwriters,  in addition to the information  called
for by the other items of the applicable form.

4. The registrant undertakes that every prospectus (i) that is filed pursuant to
paragraph  2  immediately   preceding,   or  (ii)  that  purports  to  meet  the
requirements  of Section 10(a) (3) of the Act and is used in connection  with an
offering  of  securities  subject  to Rule  415,  will be  filed as a part of an
amendment  to the  registration  statement  and  will  not be  used  until  such
amendment is  effective,  and that,  for purposes of  determining  any liability
under the Securities Act of 1933,  each such post effective  amendment  shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

5. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

6. The  undersigned  registrant  hereby  undertakes  to respond to requests  for
information  that is incorporated  by reference into the prospectus  pursuant to
Items 4, 10(b),  11, or 13 of this form,  within one  business day of receipt of
such  request,  and to send the  incorporated  documents  by first class mail or
other equally  prompt means.  This includes  information  contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

7. Subject to appropriate  interpretation,  the  undersigned  registrant  hereby
undertakes  to supply by means of a  post-effective  amendment  all  information
concerning a transaction,  and the company being acquired involved therein, that
was not the  subject  of and  included  in the  registration  statement  when it
becomes effective.

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the  undersigned,  thereunto  duly  authorized,  in the Town of Wayne,
State of New Jersey, on the 16th day of March, 1999.


                                            VALLEY NATIONAL BANCORP



                                         By: GERALD H. LIPKIN
                                             -----------------------------------
                                             Gerald H. Lipkin,
                                             Chairman, President and
                                             Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                   Signature                                            Title                                Date

<S>                                                   <C>                                               <C>
GERALD H. LIPKIN                                      Chairman, President and Chief Executive           March 16, 1999
- ------------------------------------------------------  Officer and Director
Gerald H. Lipkin

PETER SOUTHWAY                                            Vice Chairman (Principal Financial            March 16, 1999
- ------------------------------------------------------           Officer and Director
Peter Southway

ALAN D. ESKOW                                               Corporate Secretary, Senior Vice            March 16, 1999
- ------------------------------------------------------         President and Controller
Alan D. Eskow                                               (Principal Accounting Officer)

ANDREW B. ABRAMSON
- ------------------------------------------------------                 Director                         March 16, 1999
Andrew B. Abramson

PAMELA BRONANDER                                                       Director                         March 16, 1999
- -----------------------------------------------------
Pamela Bronander

JOSEPH COCCIA, JR.                                                     Director                         March 16, 1999
- -----------------------------------------------------
Joseph Coccia, Jr.
HAROLD P. COOK, III                                                    Director                         March 16, 1999
- -----------------------------------------------------
Harold P. Cook, III

AUSTIN C. DRUKKER                                                      Director                         March 16, 1999
- -----------------------------------------------------
Austin C. Drukker

WILLARD L. HEDDEN                                                      Director                         March 16, 1999
- -----------------------------------------------------
Willard L. Hedden

GRAHAM O. JONES
- -----------------------------------------------------                  Director                         March 16, 1999
Graham O. Jones

WALTER H. JONES, III                                                   Director                         March 16, 1999
- -----------------------------------------------------
Walter H. Jones, III

GERALD KORDE                                                          Director                          March 16, 1999
- -----------------------------------------------------
Gerald Korde

JOLEEN J. MARTIN                                                       Director                         March 16, 1999
- -----------------------------------------------------
Joleen J. Martin

ROBERT E. McENTEE                                                      Director                         March 16, 1999
- -----------------------------------------------------
Robert E. McEntee

SAM P. PINYUH                                                          Director                         March 16, 1999
- -----------------------------------------------------
Sam P. Pinyuh

ROBERT RACHESKY                                                        Director                         March 16, 1999
- -----------------------------------------------------
Robert Rachesky

BARNETT RUKIN                                                          Director                         March 16, 1999
- -----------------------------------------------------
Barnett Rukin

                                                                       Director                         _____ __, 1999
- -----------------------------------------------------
Richard F. Tice

LEONARD J. VORCHEIMER                                                  Director                         March 16, 1999
- -----------------------------------------------------
Leonard J. Vorcheimer

JOSEPH L. VOZZA                                                        Director                         March 16, 1999
- -----------------------------------------------------
Joseph L. Vozza

</TABLE>


<PAGE>


                                                  INDEX TO EXHIBITS
A.  Exhibits

Exhibit No.                Description

2(a)*             Agreement  and Plan of Merger  dated as of  December  17, 1998
                  (the  "Merger  Agreement"),   among  Valley  National  Bancorp
                  ("Valley"),  Valley  National Bank ("VNB"),  Ramapo  Financial
                  Corporation  ("Ramapo"),  and Ramapo's subsidiary,  The Ramapo
                  Bank   ("TRB")   attached   as   Appendix   A  to  the   Proxy
                  Statement-Prospectus.

2(b)*             Stock Option Agreement,  dated as of December 17, 1998, by and
                  between Valley and Ramapo, included as Appendix B to the Proxy
                  Statement-Prospectus.

5                 Opinion of Pitney,  Hardin, Kipp & Szuch as to the legality of
                  the securities to be registered.

8                 Opinion  of  Pitney,  Hardin,  Kipp  &  Szuch  as to  the  tax
                  consequences of the Merger.

23(a)             Consent of KPMG LLP with respect to Valley.

23(b)             Consent of Arthur Andersen LLP with respect to Ramapo.

23(c)             Consent of Pitney,  Hardin, Kipp & Szuch (included in Exhibits
                  5 and 8 hereto).

23(d)             Consent of Danielson Associates, Inc. ("Danielson").

99(a)             Form of Proxy Card to be utilized by the Board of Directors of
                  Ramapo.

- ----------------------

*   Included elsewhere in this registration statement.






                                                          March 17, 1999

Valley National Bancorp
1455 Valley Road
Wayne, New Jersey  07474-0558

         Re:  Merger of Valley National Bancorp and Ramapo Financial Corporation


         We have acted as  counsel  to Valley  National  Bancorp  ("Valley")  in
connection  with its  proposed  issuance of its no par value  common  stock (the
"Common  Stock"),  pursuant to the  Agreement  and Plan of Merger among  Valley,
Valley National Bank, Ramapo Financial  Corporation and The Ramapo Bank dated as
of  December  17,  1998.  The Common  Stock is being  registered  pursuant  to a
Registration  Statement on Form S-4 (the  "Registration  Statement") being filed
with the Securities and Exchange Commission on the date hereof.

         We have examined originals, or copies certified or otherwise identified
to our  satisfaction, of the Certificate of Incorporation  and By-laws of Valley
currently in effect,  relevant  resolutions of the Board of Directors of Valley,
and such other documents as we deemed  necessary in order to express the opinion
hereinafter set forth.

         Based on the foregoing and assuming that the Registration Statement has
been declared effective under the Securities Act of 1933, as amended,  we are of
the  opinion  that  when  issued as  described  in the  Registration  Statement,
including the Prospectus  relating to the Common Stock (the  "Prospectus"),  the
Common Stock will be legally issued, fully paid and non-assessable.

         We  consent to use of this  opinion  as an Exhibit to the  Registration
Statement and to the reference to this firm under the heading "Legal Opinion" in
the Prospectus.



                                           Very truly yours,




                                           PITNEY, HARDIN, KIPP & SZUCH





                                                       March 17, 1999



Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474-0558

Ramapo Financial Corporation
64 Mountain View Boulevard
Wayne, New Jersey 07470

Dear Ladies and Gentlemen:

                  We  have  acted  as  counsel  for  Valley   National   Bancorp
("Valley"),  a New Jersey  corporation and registered bank holding  company,  in
connection   with  the  planned  merger  (the  "Merger")  of  Ramapo   Financial
Corporation  ("Ramapo"),  a New Jersey  corporation  and registered bank holding
company,  with and into Valley,  pursuant to that certain  Agreement and Plan of
Merger (the  "Agreement"),  dated as of December 17, 1998,  by and among Valley,
Valley National Bank, a national banking  association  ("VNB"),  Ramapo, and The
Ramapo Bank, a New Jersey-chartered commercial bank (the "Bank").

                  Capitalized  terms used but not defined  herein shall have the
meanings specified in the Proxy Statement-Prospectus pertaining to the Merger.

                  We have assumed with your consent that:

                  (a) the  Merger  will  be  effected  in  accordance  with  the
Agreement, and

                  (b)  the   representations   contained   in  the   letters  of
representation  from Valley and Ramapo to us dated March 16, 1999 will be true
at the Effective Time.

                  On the basis of the foregoing,  and our  consideration of such
other matters of fact and law as we have deemed necessary or appropriate,  it is
our opinion,  under presently applicable federal income tax law, that the Merger
will constitute a reorganization  under Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code"), and that:

                  (i) no gain or loss will be recognized  for federal income tax
purposes by Valley or Ramapo in connection with the Merger;

                  (ii) no gain or loss will be recognized for federal income tax
purposes  by Ramapo  stockholders  upon the  exchange in the Merger of shares of
Ramapo  Common Stock solely for Valley Common Stock (except with respect to cash
received in lieu of a fractional share interest in Valley Common Stock);

                  (iii) the basis of Valley Common Stock  received in the Merger
by Ramapo stockholders  (including the basis of any fractional share interest in
stock)  will be the same as the  basis of the  shares  of  Ramapo  Common  Stock
surrendered in exchange therefor;

                  (iv) the holding period of Valley Common Stock received in the
Merger by Ramapo  stockholders  (including  the holding period of any fractional
share interest in stock) will include the holding period during which the shares
of Ramapo Common Stock  surrendered in exchange therefor were held by the Ramapo
stockholder,  provided  such shares of Ramapo  Common Stock were held as capital
assets; and

                  (v) cash  received by a holder of Ramapo  Common Stock in lieu
of a  fractional  share  interest  in Valley  Common  Stock  will be  treated as
received in exchange  for such  fractional  share  interest  and,  provided  the
fractional  share would have  constituted  a capital  asset in the hands of such
holder, the holder should in general recognize capital gain or loss in an amount
equal to the  difference  between the amount of cash received and the portion of
the adjusted tax basis in the Ramapo  Common Stock  allocable to the  fractional
share interest.

                  The tax consequences  described above may not be applicable to
Ramapo  stockholders  that acquired the stock of Ramapo pursuant to the exercise
of an employee  stock option or right or otherwise  as  compensation,  that hold
Ramapo Common Stock as part of a "straddle" or "conversion  transaction" or that
are insurance companies,  securities dealers,  financial institutions or foreign
persons.

                  We hereby  consent to the  reference  to us under the  heading
"THE  PROPOSED  MERGER  --  Federal  Income  Tax   Consequences"  in  the  Proxy
Statement-Prospectus  pertaining to the Merger and to the filing of this opinion
as an exhibit to the related  Registration  Statement on Form S-4 filed with the
Securities  and Exchange  Commission.  In giving this consent,  we do not hereby
admit that we are within the category of persons whose consent is required under
Section  7 of  the  Securities  Act of  1933,  as  amended,  or  the  rules  and
regulations of the Securities and Exchange Commission thereunder.


                                        Very truly yours,



                                        PITNEY, HARDIN, KIPP & SZUCH






                        INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Valley National Bancorp:

We consent to the use of our report  dated  January  20,  1999  relating  to the
consolidated  statements of financial  condition of Valley National  Bancorp and
subsidiaries  as of  December  31,  1998 and 1997 and the  related  consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1998, which report appears
in the December 31, 1998 Annual Report on Form 10-K of Valley National  Bancorp,
incorporated  by reference in the  Registration  Statement on Form S-4 of Valley
National Bancorp. We also consent to the reference to our Firm under the caption
"Experts".

                                                                       KPMG LLP

Short Hills, New Jersey
March 17, 1999




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-4 of our report dated January
15, 1999 included in Ramapo Financial  Corporation's  annual report on Form 10-K
for the year ended  December 31, 1998 and to all references to our Firm included
in this registration statement.

                                                  ARTHUR ANDERSEN LLP


Roseland, New Jersey
March 15, 1999







                       CONSENT OF DANIELSON ASSOCIATES, INC.



We hereby  consent  to the use of our firm's  name in the Form S-4  Registration
Statement of Valley National  Bancorp  relating to the registration of shares of
Valley common stock to be issued in connection  with the proposed acquisition of
Ramapo  Financial  Corporation.  We also consent to the inclusion of our opinion
letter as an Appendix to the Proxy Statement-Prospectus  included as part of the
Form S-4 Registration  Statement,  and to the references to our opinion included
in the Proxy Statement-Prospectus.


                                                      DANIELSON ASSOCIATES, INC.


                                                  By:  JON D. HOLTAWAY
                                                       -------------------------
                                                       Jon D. Holtaway
                                                       Senior Vice President

Date:  March 16, 1999



                                                                   Exhibit 99(a)

                                REVOCABLE PROXY

                          RAMAPO FINANCIAL CORPORATION
                     P.O. Box 221, Wayne , New Jersey 07470

 SOLICITED BY THE BOARD OF DIRECTORS for the Special Meeting of Stockholders at:

                         Ramapo Financial Corporation
                         64 Mountain View Boulevard
                         Wayne, New Jersey
                         Tuesday, April 27, 1999  4:00 p.m.


The undersigned hereby appoints Vincent R. D'Accardi, Louis D. March, Solomon W.
Masters  and  Arnold  Speert  each with the power to appont  his  substitute,and
hereby  authorizes  each of them to represent  and to vote, as designated on the
reverse side, all shares of common stock of Ramapo Financial Corporation held of
record  by  the  undersigned  on  March  15,1999,  at  the  special  meeting  of
stockholders  or any  adjournment  thereof,  and to vote, in accordance with the
determination of a majority of the Board of Directors,  upon such other business
as may properly come before the meeting.

The shares represented by this proxiy, when properly executed,  will be voted as
directed by the stockholer.  If no direction is given, such shares will be voted
"for" Proposal 1.


                (Continued, and to be signed, on the other side)


PROPOSAL NO.1:  APPROVAL OF MERGER OF RAMAPO FINANCIAL CORPORATION INTO 
                VALLEY NATIONAL BANCORP.


               FOR          AGAINST          ABSTAIN


               ___          _______          _______


Please  sign  below  exactly  as name  appears.  When  shares  are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full corporate  name by President or other  authorized  officer.  If a a
parternship or limited  liability  company plase sign by authorized  person also
indicating that individual's capacity.






                            Signature___________________________________________


                            Signature___________________________________________


                            Date________________________________________________

PLEASE MARK,  SIGN,  DATE AND RETURN THE PROXY CARD PROMPTLY  USING THE ENCLOSED
ENVELOPE.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission