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First Commerce Bank – Offering Circular

First Commerce Bank is pleased to announce that we are now offering 2,000,000 (subject to increase to 2,665,000) shares of our common stock (the “Shares”), par value $2.00 per share (the “Common Stock”) at an offering price of $2.63 per share. Until November 1, 2011, subscription priority will be given first to our shareholders as of the date of this Offering Circular. Thereafter, the Shares will be sold to the general public.

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Northern State Bank Announces Name Change To First Commerce Bank; Board Declares 5% Stock Dividend

Lakewood, N.J. – Northern State Bank announced today that effective June 6, 2011, the Bank’s name changed to First Commerce Bank.  The Bank’s shareholders approved the name change at the April annual shareholders meeting.  Chairman Abraham S. Opatut stated:  “With our opening in Lakewood, we believe the new name better fits the Bank’s markets and better reflects our business plan.”

Separately, the Bank announced that its Board of Directors has declared a 5% stock dividend payable on July 18, 2011 to shareholders of record as of July 5, 2011.  Mr. Opatut stated that “we declared this stock dividend as a down payment on the return we intend to provide our investors and to reward  them for the faith they showed in investing in the Bank.”

First Commerce Bank is a New Jersey chartered commercial Bank with offices in Closter and Lakewood, New Jersey.  As of March 31, 2011, the Bank had total assets of $97.7 million and total deposits of $76.2 million and total loans of $63.8 million.

INVESTOR GROUP COMPLETES RECAPITALIZATION OF NORTHERN STATE BANK

Lakewood and Closter, New Jersey – An investor group lead by Abraham S. Opatut and C. Herbert Schneider has completed its previously-announced recapitalization of Northern State Bank, a New Jersey chartered commercial bank based in Closter, Bergen County, New Jersey.  As part of the recapitalization, Northern State has received regulatory approval to establish a new office in Lakewood, New Jersey.  This office, which is expected to open late in the first quarter of 2011, will become the headquarters of the Bank, and the Bank will change its name to First Commerce Bank. It will continue operating in the Bergen County market under the Northern State Bank name.

The investment group raised over $16 million in new capital for Northern State Bank, and as a result of the transaction, the Bank now has total equity of approximately $21 million.  The Bank’s capital ratios exceed, by a significant amount, all minimum capital levels required to be deemed “well capitalized” under FDIC regulations.

Under the terms of the Recapitalization Agreement, the final purchase price for stock sold in the recapitalization was to be determined based on Northern State Bank’s book value per share as of November 30, 2010, calculated under the terms of the Recapitalization Agreement.  The final purchase price in the offering was $2.63 per share.

Although the recapitalization has closed, the offering of common stock remains open until December 28, 2010.

Abraham S. Opatut, Chairman of the Board and one of the lead investors for the Recapitalization Agreement, stated: “We look forward to continuing to provide the Bergen County market with personal, highly-responsive banking solutions, while bringing hometown banking to the Lakewood, New Jersey community.  We believe that the Northern State franchise, coupled with the capital we were able to bring to the Bank, provides us a platform to build the area’s best community bank.”

Mr. Benedict Romeo, the former Chairman of Northern State Bank and a continuing member of the Board of Directors of the Bank, stated: “Our Board believes that joining our franchise with the capital and management expertise of the investor group will significantly enhance the value of our franchise, and provide Northern State shareholders with the best return on their investments.  I look forward to working with the combined teams to make the Bank a success.”

Northern State Bank Launches New Website.

Closter, New Jersey – March 18, 2010 – Verasoni Worldwide is proud to announce the launch of the newly revamped website of Northern State Bank. The website features enhancements to customer service, design, and marketing strategy.

“We understand the need for our customers to have a readily accessible, streamlined banking experience. We already provide customers with excellent service while conducting business in our branch. The next logical step was to enable our costumers to have that same high level of service outside of our physical branch,” said John T. Andreacio, President and CEO of Northern State Bank. “The Verasoni team has done an excellent job of enhancing the online experience of our clients by completely redesigning our current website. They worked closely with us to develop a site that addresses both the needs of our customers and our marketing strategy,” continued Andreacio.

“The website is built on state of the art architecture that drives down the cost of site maintenance and management. This architecture and design allows the website to be user friendly for both visitors and webmasters,” said Abe Kasbo, CEO of Verasoni Worldwide. “The site is also optimized for search engines. This optimization allows for greater exposure and enhanced visibility on search giants such as Google, resulting in greater market growth,” continued Kasbo.

Northern State Bank is a full service commercial bank capable of addressing all your banking needs, with roots in the surrounding communities of Closter, New Jersey. In addition to commercial products, Northern State also offers a full line of consumer banking products including: checking and savings accounts, money market accounts, home mortgages, and car loans. Clients can access their accounts worldwide through a surcharge free network of over 35,000 ATM’s, with over 190 locations in Bergen County alone. We also offer mobile banking services, on-line account management, and telephone banking services; providing clients with account accessibility 24 hours, 7 days a week. Northern State Bank’s commitment is to deliver superior banking services through experienced, caring professionals who insure our clients’ success.

For more information about Northern State Bank and the services we provide, please visit our new website at: http://www.northernstatebanknj.com or call 201-767-9995.

Verasoni Worldwide is a fiercely independent marketing and public relations firm serving clients across various sectors such as financial services, healthcare, government, and hospitality, throughout the United States. For more information please visit: http://www.verasoni.com.

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