BEP




	



VALLEY
NATIONAL BANCORP
and

VALLEY NATIONAL BANK 


BENEFIT EQUALIZATION
PLAN 
PARTICIPATION AGREEMENT 



        Valley
National Bancorp and its subsidiary, Valley National Bank (collectively, the
“Employer”), this ___ day of ____________, 1994 hereby designates ____________
_______________________________ (the “Participant”), as a Participant in the
Valley National Bancorp Benefit Equalization Plan as restated by the Board of Directors
effective January 1, 1989 (the “Plan”) on the terms and conditions hereinafter
set forth: 



             1.       
          Incorporation by Reference of Plan. The provisions of the Plan, a copy of
          which is attached to this Participation Agreement, are incorporated by reference
          herein and shall govern as to all matters not expressly provided for in this
          Agreement. Terms not defined herein shall have the meanings set forth in the
          Plan. 



             2.       
          Impact on other Benefits. Nothing contained herein shall be deemed to
          exclude the Participant from any supplemental compensation, bonus, pension,
          insurance, severance pay or other benefit to which otherwise he might be or
          might become entitled to as an employee of the Employer. This Agreement does not
          supersede any previous agreements between the Employer and the Participant
          regarding the terms and conditions of the Participant’s employment. 



             3.       
          Change in Control. Notwithstanding any contrary provisions of the Plan,
          the Participant shall be entitled to payment from the Employer for all legal
          fees and expenses incurred in taking any action to enforce the terms of this
          Agreement if within three years after a “Change in Control”, the
          Participant’s employment is terminated for any reason. The Participant
          shall be entitled to payment of such legal fees and expenses as incurred by him
          and the Employer hereby agrees to pay such amounts directly to the
          Participant’s attorney or reimburse the Participant upon demand. A court
          shall be entitled to deny reimbursement of the legal fees and costs incurred by
          the Participant to enforce the terms of this Agreement only if it determines
          that the Participant’s action was not undertaken in good faith. 




















	



        A
“Change in Control” shall occur as a result of any of the following events: (i)
when Valley National Bancorp (“Bancorp”) or a Subsidiary, as hereinafter
defined, acquires actual knowledge that any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act), other than an affiliate of Bancorp or a Subsidiary or
an employee benefit plan established or maintained by Bancorp, a Subsidiary or any of
their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3
of the Exchange Act) directly or indirectly, of securities of Bancorp representing more
than twenty-five (25%) of the combined voting power of Bancorp then outstanding securities
(a “Control Person”), (ii) upon the first purchase of Bancorp’s common
stock pursuant to a tender or exchange offer (other than a tender or exchange offer made
by Bancorp, a Subsidiary or an employee benefit plan established or maintained by Bancorp,
a Subsidiary or any of their respective affiliates), (iii) upon the approval by
Bancorp’s stockholders of (A) a merger or consolidation of Bancorp with or into
another corporation (other than a merger or consolidation which is approved by a least
two-thirds of the Continuing Directors (as hereinafter defined) or the definitive
agreement for which provides that at least two-thirds of the directors of the surviving or
resulting corporation immediately after the transaction are Continuing Directors (in
either case, a “Non-Control Transaction”), (B) a sale or disposition of all or
substantially all of Bancorp’s assets or (C) a plan of liquidation or dissolution of
Bancorp, (iv) if during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Bancorp (the
“Continuing Directors”) cease f or any reason to constitute at least two-thirds
thereof or, following a Non-Control Transaction, two-thirds of the board of directors of
the surviving or resulting corporation; provided that any individual whose election or
nomination f or election as a member of the Board of Directors of Bancorp (or, following a
Non-Control Transaction, the board of directors of the surviving or resulting corporation)
was approved by a vote of at least two-thirds of the Continuing Directors then in office
shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of
Valley National Bank, a Subsidiary (the “Bank”) if after such sale any person
(as such term is used in Section 13 (d) and 14 (d) (2) of the Exchange Act) other than
Bancorp, an employee benefit plan established or maintained by Bancorp or a Subsidiary, or
an affiliate of Bancorp or a Subsidiary, owns a majority of the Bank’s common stock
or (B) all or substantially all of the Bank’s assets (other than in the ordinary
course of business). No person shall be considered a Control Person for purposes of clause
(i) above if (A) such person is or becomes the beneficial owner, directly or indirectly,
of more than ten percent (10%) but less than twenty-five percent (25%) of the combined
voting power of Bancorp’s then outstanding securities if the acquisition of all
voting securities in excess of ten percent (10%) was approved in advance by a majority of
the Continuing Directors then in office or (B) such person acquires in excess of ten
percent (10%) of the combined voting power of Bancorp’s then outstanding voting
securities in violation of law and by order of a court of competent jurisdiction,
settlement or otherwise, disposes or is required to dispose of all securities acquired in
violation of law. For purposes of this Section, a “Subsidiary” means any
corporation in an unbroken chain of corporations, beginning with Bancorp, if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 



             4.       
          Acceptance of Provisions. The execution of this Agreement by the
          Participant shall constitute the Participant’s acceptance of and agreement
          to all of the terms and conditions of the Plan and this Agreement. This
          Agreement shall be binding on the heirs, executors and administrators of the
          Participant and on the successors and assigns of the Employer. 



             5.       
          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
          call 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 Employer shall be
          addressed to it, to the attention of its Secretary or Treasurer, at its then
          principal office and to the Participant at his last address appearing on the
          records of the Employer or, in each case, to such other persons or address as
          may be designated by like notices hereunder 


















	



             6.       
          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. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 










			PARTICIPANT’S NAME



  
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			VALLEY NATIONAL BANCORP



By:  
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			VALLEY NATIONAL BANK



By:  
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