ContractAgreement and Plan of Merger • December 2nd, 2004 • Valley National Bancorp • National commercial banks • New Jersey
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of December 2, 2004 (this “Agreement”), is among Valley National Bancorp, a New Jersey corporation and registered bank holding company (“Valley”), Valley National Bank, a national banking association (“VNB”), Shrewsbury Bancorp, a New Jersey corporation and registered bank holding company (“Shrewsbury”) and Shrewsbury State Bank, a New Jersey state-chartered commercial bank (“SSB”). RECITALS Valley desires to acquire Shrewsbury and Shrewsbury’s Board of Directors has determined, based upon the terms and conditions hereinafter set forth, that the acquisition is in the best interests of Shrewsbury and its shareholders. The acquisition will be accomplished by merging Shrewsbury into Valley with Valley as the surviving corporation and, at the same time, merging SSB into VNB with VNB as the surviving bank, and Shrewsbury shareholders receiving the consideration hereinafter set forth. The Boards of Directors of Shrewsbu
