DRAFT
FORM OF CONSENT OF CIBC WORLD MARKETS CORP.
__________, 2000
Merchants New York Bancorp, Inc.
275 Madison Avenue
New York, New York 10022
Dear Madams and Messieurs:
We hereby consent to (i) the use of our opinion letter to the Board
of Directors of Merchants New York Bancorp, Inc. (the "Company") to
be included as Appendix C to the Proxy Statement/Prospectus which
forms a part of the Registration Statement on Form S-4 relating to
the proposed merger of the Company and Valley National Bancorp and
(ii) the references to such opinion in such Proxy
Statement/Prospectus. In giving such consent, we do not admit that we
come 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, nor
do we hereby admit that we are experts with respect to any part of
such Registration Statement within the meaning of the term "experts"
as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very Truly Yours,
CIBC WORLD MARKETS CORPS.
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Richard J. Kelly
Executive Director
