NON QUALIFIED STOCK OPTION AGREEMENT





		
	Name of Employee: __________________________	No. of Shares: ________________

Exercise Price:  _____________






	



VALLEY NATIONAL BANCORP 

NONQUALIFIED STOCK OPTION AGREEMENT 



VALLEY
NATIONAL BANCORP, a New Jersey corporation (the “Company”), this _____ day of
________, 1999, (the “Option Date”) hereby grants to ___________________ (the
“Employee”), an employee of the Company or a subsidiary thereof, pursuant to the
Company’s Long Term Stock Incentive Plan (the “Plan”), an option to
purchase shares of the Common Stock, no par value, of the Company (“Common
Stock”) in the amount and on the terms and conditions hereinafter set forth. 



     1.       
          Incorporation by Reference of Plan. The provisions of the Plan, a copy of
          which is being furnished herewith to the Employee, 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 Employee the
          option (the “Option”) to purchase all or any part of an aggregate of
          _____ shares of Common Stock (“Shares”) on the terms and conditions
          herein set forth. The Option is a “Nonqualified” Option and is not
          intended to be an incentive option within the meaning of Section 422 of the
          Code. 



     3.       
           Purchase Price. The purchase price of the shares of Common Stock
          subject to the Option shall be $________ per share subject to adjustment as
          provided in Section 10 below. 



     4.       
           Terms of Option. (a)  Vesting. This Option shall not be
          exercisable until the dates shown below: 












	Percentage
of Shares Which
May be Exercised
Hereunder          	First Date On Which Such 
Award May be Exercised	Last Date On Which Such 
Award May be Exercised
	20	%	1 yr after Award Date	 	10 yrs after Award Date	 
	20	%	2 yrs after Award Date	 	10 yrs after Award Date	 
	20	%	3 yrs after Award Date	 	10 yrs after Award Date	 
	20	%	4 yrs after Award Date	 	10 yrs after Award Date	 
	20	%	5 yrs after Award Date	 	10 yrs after Award Date	 
	100	%		 		 






	




        
        Notwithstanding
the foregoing vesting schedule, upon the death, Disability (as such term is defined in the
Plan) or Retirement of the Employee, all options shall become immediately exercisable (as
such term is defined in the Plan). “Retirement” means the retirement from active
employment by the Company of the Employee but only if the Employee meets all of the
following requirements: (i) he has a minimum combined total of years of service and age
equal to eighty (80), (ii) he is age sixty-two (62) or older, and (iii) he provides six
(6) months prior written notice to the Company of the retirement. An Employee who retires
but fails to meet such conditions shall not be deemed to be within the definition of
“Retirement” for any purpose under the Plan and this Agreement. 



















	



             (b)       
           Final Termination. Notwithstanding anything to the contrary set
          forth in Section 6(b), the Option shall no longer be exercisable 10 years and
          one day from the date hereof or such shorter as is prescribed in the Plan or in
          this Agreement. 



     5.       
           Restrictions. This Option is subject to all the terms and
          conditions set forth in the Plan including, but not limited to, the following: 













          		    (a)       
                This Option is not transferable, as provided in Section 6(c) of the Plan; 



               



          		    (b)       
                This Option may be exercised by the Employee or his legal representative
               for a period of one year after the Employee dies or becomes Disabled, as
               provided in Section 6(g)(i) of the Plan; 



               



          		    (c)       
               This Option lapses upon the termination of employment if the termination is by
               the Company or by a subsidiary for Cause or is by the Employee (other than due
               to the Employee’s Retirement), as provided in Section 6(g)(ii) of the Plan; 



               



          		    (d)       
                This Option lapses 18 months after the termination of Employee’s
               employment with the Company if the termination of employment is due to the
               Employee’s Retirement, as provided in Section 6(g)(iii) of the Plan; 



               



          		    (e)       
               This Option lapses 90 days after the termination of Employee’s employment
               if the termination is for any reason other than Cause, Disability, death or
               termination by the Employee (other than for Retirement), as provided in Section
               6(g)(iv) of the Plan; and 



               



          		    (f)       
                This Option may be exercised by the designated beneficiaries of the
               Employee, as provided in Section 17(c) of the Plan. 



               



	




     6.       
           Exercise. This Option shall be exercised by notice to the Company,
          accompanied by full payment in cash or check (or Shares), as set forth in
          Section 6(e) of the Plan. A sample form to be used in exercising this Option is
          attached. 



     7.       
           Tax Treatment Upon Exercise. Generally, the Employee will recognize
          ordinary income upon the exercise of this Option, the tax on which is subject to
          withholding. If the Employee is subject to Section 16(b) of the Securities
          Exchange Act of 1934, the Employee will not recognize ordinary income until the
          expiration of the six-month “short-swing profit” recapture period
          following exercise of the Option during which the Employee is prohibited from
          selling the Option Shares and retaining any profit, unless the Employee elects
          within 30 days after the date of the exercise to recognize ordinary income on
          the date of exercise. The foregoing statement of tax consequences is intended
          only as a generalized statement of current Federal by law (as in existence on
          the date of this Agreement) and the Employee should consult his or her tax
          consultant to determine the specific tax consequences of his or her exercise of
          this Option at the time of such exercise. The Employee shall deliver to the
          Company any Federal income tax withholding required by law in connection
          herewith within 10 days after recognition of the income from exercise of this
          Option. If the Employee is subject to Section 16(b) of the Securities Exchange
          Act of 1934, he or she shall notify the Company within 10 days of making any
          election to recognize ordinary income on the date of exercise of this Option. 




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     8.       
           Securities Law Restrictions. The Company is under no obligation to
          file a registration statement under the Securities Act of 1933 with respect to
          the Shares to be received upon exercise of the Option. As provided by Section
          16(e) of the Plan, unless a registration statement under the Act has been filed
          and remains effective with respect to the Shares, 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 exemption, the Company shall require a
          representation and undertaking, in form and substance satisfactory to counsel
          for the Company, that the optionee is acquiring the Shares for his own account
          for investment and not with a view to the distribution or resale thereof and
          shall otherwise require such representations and impose such conditions as shall
          establish to the Company’s satisfaction that the offer and sale of the
          Shares 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. If the Shares
          are 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.” 






	




     9.       
          Restrictions on Transfer. This Option shall 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 Employee, or if the Option is subject to execution, attachment or similar
          process, this Option shall immediately become null and void. 



     10.       
          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, subscription
          rights offering, or the like, and as often as the same shall occur, then the
          kind and number of shares subject to the Option, or the purchase price per share
          of Common Stock, or both, shall be adjusted by the Compensation Committee in
          such manner as it may deem equitable, the determination of which shall be
          binding and conclusive. Failure of the Compensation Committee or Board to
          provide for any such adjustment shall be conclusive evidence that no adjustment
          is required. The Company shall have the right to engage a firm of independent
          certified public accountants, which may be the Company’s regular auditors,
          to make any computation provided for in this Section, and a certificate of that
          firm showing the required adjustment shall be conclusive and binding. 



     11.       
           Acceptance of Provisions. The execution of this Agreement by the
          Employee shall constitute the Employee’s acceptance of and agreement to all
          of the terms and conditions of the Plan and this Agreement. 






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     12.       
           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. Any such
          communication shall be deemed to have been given (i) on the date of receipt in
          the cases referred to in clause (i) 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 communications to the Company shall be
          addressed to it, to the attention of its Secretary or Treasurer, at its then
          principal office and to the Employee 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. 



     13.       
           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 cannot be changed except by a 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. 













			VALLEY NATIONAL BANCORP



By:  
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——————————————

(Employee) 





	


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FORM FOR EXERCISING
NONQUALIFIED STOCK OPTION 



_________________, 1999




Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07474

Attn.: Corporate Secretary 



Gentlemen: 



        
        I
am (check one) 



        
        ___
an employee of Valley National Bancorp and/or its subsidiaries (the “Company”) 



        
        ___
a former employee of the Company 



        
        ___
the designated beneficiary of an employee of the Company 



and, as such, I am entitled to
exercise the option (the “Option”) granted pursuant to the attached Valley
National Bancorp Nonqualified Stock Option Agreement (the “Agreement”). 



        
        I wish
to exercise the Option to acquire _____ shares of the Company’s Common Stock
(“Shares”) at the exercise price of $________, as set forth in the Agreement. My
total payment of $_______ is enclosed. 



        
        (Check
one to indicate whether you are paying in:) 



        
        ___
Cash  



        
        ___
Check made payable to Valley National Bancorp  



        
        ___
     Other shares of the Company's Common Stock (only with permission of the Company) 



        
        Also
enclosed is a check for $_________, representing the withholding tax which I must pay to
you in connection with the exercise of the option. 



        
        If
the Shares I acquire hereby have not been registered for sale under the Securities Act of
1933, as amended (which the Company is under no obligation to do), I represent to you that
I am acquiring the Shares for investment purposes only and not with a view to distribution
and I authorize you to place an appropriate restrictive legend on the certificates
representing the Shares. 



        
        Please
make a notation on the Agreement to evidence my exercise of the Option as set forth and
return the Agreement (if any Options remain thereunder), along with a certificate
representing the shares, to me at the address below. 












			



  
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SIGNATURE    





			
  
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(PRINT NAME)    



			

  
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(PRINT ADDRESS)    






	



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