Form of Senior Executive Officer Agreement



 Exhibit 10.3 
 [COMPANY LETTERHEAD] 
 November     , 2008 
 [Officer Name] 
 Valley National Bancorp 
 1455 Valley Road 
 Wayne, NJ 07470 
 Dear [Officer], 
 As you know, Valley National Bancorp
(the “Company,” as further defined below) has entered into a Securities Purchase Agreement, dated [insert date] (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (“CPP”). 
 For the Company to
participate in the CPP, and as a condition to the closing of the investment contemplated by the Participation Agreement, the Company is required to establish specified standards for incentive compensation to its senior executive officers and to make
changes to its compensation arrangements. To comply with these requirements, and in consideration of the benefits that you will receive as a result of the Company’s participation in the CPP, you agree as follows: 
 (1) No Golden Parachute Payments. The Company is prohibiting any golden parachute payments to you during any “CPP Covered Period”. A
“CPP Covered Period” is any period during which (A) you are a senior executive officer of the Company, and (B) Treasury holds an equity or debt position acquired from the Company in the CPP. 
 (2) Recovery of Bonus and Incentive Compensation. Any bonus and/or incentive compensation paid to you during a CPP Covered Period is subject to
recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. 
 (3) Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements
(including, but not limited to, golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended (notwithstanding any contrary language within such Benefit Plans) to the extent
necessary to give effect to provisions (1) and (2) above. 







 In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage
senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company hereby agree to execute such
additional documents as the Company deems necessary to effect such revisions. 
 (4) Definitions and Interpretation. This letter shall
be interpreted as follows: 
 “Senior executive officer” means the Company’s “senior executive officers” as defined
in Subsection 111(b)(3) of EESA. 
 “Golden parachute payment” has the same meaning as in Subsection 111(b)(2)(C) of EESA.

 “EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation that has been issued and
is in effect as of the “Closing Date,” as defined in the Participation Agreement. 
 The term “Company” includes any
entities treated as a single employer with the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also delivering a waiver pursuant to the Participation Agreement, and, as between the Company and you, the term
“employer” in that waiver will be deemed to mean the Company as used in this letter. 
 The term “CPP Covered Period”
shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date). 
 Provisions
(1) and (2) of this letter are intended to, and will be interpreted, administered and construed to comply with Section 111 of EESA and, to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in
accordance with their terms before giving effect to this letter. 
 This agreement will be governed by the laws of the State of New Jersey,
except to the extent that federal law controls. 
  

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 The Company’s Board of Directors appreciates the concessions you are making and looks forward to
your continued leadership. 
  

			
	Very truly yours,
	
	Valley National Bancorp
		
	By:	 	  

	Name:	 	
	Title:	 	


 Intending to be legally bound, I hereby 
 agree with, acknowledge the sufficiency 
 of consideration for, and accept the foregoing terms. 
  

	
	  

	                            [Officer
Name]
	Dated: November     , 2008

  

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