exv10w2



 





Exhibit 10.2



			
	DIRECTOR NAME:
	 	EXERCISE PRICE:







NUMBER OF SHARES:



YARDVILLE NATIONAL BANCORP

STOCK OPTION AGREEMENT




     Yardville National Bancorp, a New Jersey corporation (the “Company”), this          
day of          ,          , (the “Option Date”), pursuant to its 2003 Stock Option Plan for
Non-Employee Directors (the “Plan”) hereby grants to (the “Director”), an
option to purchase shares of the Common Stock (“Common Stock”), no par value,
of the Company in the amount and on the terms and conditions hereinafter set
forth.





	1.	 	Incorporation of Plan by Reference. The provisions of the Plan, a copy
of which is being furnished herewith to the Director, are incorporated by
reference herein and shall govern as to all matters not expressly provided
for in this Agreement. Terms not defined herein have the meanings set
forth in the Plan. In the event of any conflict between the terms of this
Agreement and the Plan, the terms of the Plan shall govern.
	 
	2.	 	Grant of Option. The Company hereby grants to the Director an option
(the “Option”) to purchase all or part of an aggregate of shares of
Common Stock on the terms and conditions herein set forth.
	 
	3.	 	Purchase Price. per share subject to adjustment as provided
The purchase price            in Section 6 below and subject to the terms
of the Common Stock            and conditions of the Plan.
subject to the
Option shall be $
	 
	4.	 	Terms of Option.






(a) Vesting. This Option shall not be exercisable until the dates
shown below except that all options shall vest in the event of any
proposed sale or conveyance or any proposed or effected change in
control of the Company (as set forth in Section 8(b)(iii) of the
Plan):



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	 	Number of Shares

As To Which Option

May Be Exercised
	 	First Date On

 Which Option

May Be Exercised
	 	Last Date On Which

Such Portion May Be

Exercised






Any portion of the Option not exercised by its Last Date shall lapse at
the close of business on that date and be null and void thereafter.






	 	(b)	 	Final Termination. Notwithstanding anything to
the contrary set forth in Section 4 (a). The Option shall no
longer be exercisable five years from the date hereof or such
shorter time as is prescribed in the Plan or in this
Agreement.
	 
	 	(c)	 	Restrictions. This Option is subject to all the
terms and conditions set forth in the Plan including, but not
limited to, the following:







	 	(i)	 	This Option is not transferable, as
provided in Section 8 (d) of the Plan;
	 
	 	(ii)	 	This Option lapses one year after the
termination, for any reason, whatsoever (other than
disability or death), of Director’s employment with the
Company, as provided in Section 8 (e) of the Plan; and
	 
	 	(iii)	 	This Option may be exercised by the
Director, or his legal representative for a period of
twelve months after the Director becomes disabled or
after the death of the Director, as provided in Section
8 (f) and (j) of the Plan.







	 	(d)	 	Exercise. This Option shall be exercised by
notice to the Company accompanied by full payment in cash (or
            shares of Common Stock of the Company), as set forth in
Section 8 (c) of the Plan.
	 
	 	(e)	 	Securities Law Restrictions. The Company is
under no obligation to file a registration statement under the
Securities Act of 1933 with respect to the




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	 	 	 	Common Stock issued upon exercise of the Option. As provided
by Section 14 (b) of the Plan, unless a registration
statement under the Act has been filed and remains effective
with respect to the Common Stock, the Company shall require
that the offer and sale of such shares be exempt from the
registration provisions of the Act. As a condition of such
exemptions, the Company shall require a representation and
undertaking, in form and substance satisfactory to the
Company Stock, for his own account for investment and not
with a view to the distribution or resale thereof and should
otherwise require such representations and impose such
conditions as shall establish to the Company’s satisfaction
that the offer and sale of the Common Stock issuable upon the
exercise of the Option will not constitute a violation of the
Act or any similar state act affecting the offer and sale of
the Common Stock. If the Common stock is issued in an exempt
transaction, the shares shall bear the following restrictive
legend:






“These shares have not been registered under the
Securities Act of 1933. No transfer of the shares may
be affected without an opinion of counsel to the
company stating that the transfer is exempt from
registration under the Act and any applicable state
securities laws or that the transfer of the shares is
covered by an effective registration statement with
respect to the shares.”





	5.	 	Restrictions on Transfer. This Option may not be transferred, assigned,
pledged or hypothecated and shall not be subject to execution, attachment
or similar process. In the event the terms of this paragraph are not
complied with by the Director, or if the Option is subject to execution,
attachment or similar process, this Option shall immediately lapse and
become null and void.
	 
	6.	 	Anti-Dilution Provisions. If prior to expiration of the Option there
shall occur any change in the outstanding Common Stock of the Company by
reason of any stock dividend, stock split, combination or exchange of
            shares, merger, consolidation, recapitalization, reorganization,
liquidation, or the like, and as often as the same shall occur, than the
kind and number of shares subject to the Option or purchase price per
share of Common Stock, or both, shall be adjusted by the Stock Option
Committee in such a manner as it may deem equitable, the determination of
which shall be binding and conclusive.
	 
	7.	 	Acceptance of Provisions. The execution of this Agreement by the
Director shall constitute the Director’s acceptance of and agreement to
all terms and conditions of the Plan and this Agreement.





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	8.	 	Notices. All notices and other communications required or permitted
under the Plan and this Agreement shall be in writing and shall be given
either by (i) personal delivery or regular mail, in each case against
receipt, or (ii) first class registered or certified mail, return receipt
requested or (iii) FAX transmission. Any such communication shall be
deemed to have been given (i) on the date of receipt in the cases referred
to in clauses (i) or (iii) of the preceding sentence and (ii) on the
second day after the date of mailing in the cases referred to in clause
(ii) of the preceding sentence. All such communication to the Company
shall be addressed to it, to the attention of its Secretary or Treasurer,
at its then principal office and to the Director at his last address
appearing on the records of the Company, or in each case, to such other
person or address as may be designated by like notice hereunder.
	 
	9.	 	Miscellaneous. This Agreement and the Plan contain a complete statement
of all the arrangements between the parties with respect to their subject
matter, and this Agreement may not be changed except by writing executed
by both parties. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed exclusively in New Jersey. The
headings in this Agreement are solely for convenience of reference and
shall not affect its meaning or interpretation.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Patrick My Ryan, President & CEO 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	


Director

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	


Acceptance Date

 	 
	 	 	 
	 	 	 
	 	 	 
	 





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