Restricted Stock Award Agreement





		
	Name of Employee: _______________________________	No. of Shares: _________________






	





VALLEY NATIONAL BANCORP 



RESTRICTED STOCK
AWARD AGREEMENT 



        VALLEY
NATIONAL BANCORP, a New Jersey corporation (the “Company”), this
____________ day of________________ (the “Award Date”)
hereby grants to _______________________________________________
______________________________ (the “Employee”), an employee of the
Company, pursuant to the Company’s 1999 Long-Term Stock Incentive Plan (the
“Plan”), shares of the Common Stock, no par value, of the Company subject to the
restrictions set forth herein (“Restricted 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. Capitalized 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.    
          Award of Restricted Stock; Escrow. The Company hereby awards the Employee
          _______________________________ shares of Restricted Stock. The shares of
          Restricted Stock awarded hereunder (the “Shares”) shall be placed in
          escrow with the Escrow Agent selected by the Committee until all the
          restrictions (the “Restrictions”) specifically set forth in this
          Agreement and in Section 8 of the Plan with respect to the Shares shall expire
          or be canceled, at which time the Shares shall be released from escrow and the
          Company shall issue to the Employee a stock certificate with respect to such
          Shares, free of all Restrictions. Restricted Stock shall have all dividend and
          voting rights as set forth in Section 8 of the Plan. However, dividends paid on
          the Restricted Stock shall be deferred and held by the Escrow Agent until the
          Restrictions with respect to the Shares upon which such dividends were paid,
          expire or are canceled, at which time the Company shall deliver to the Employee
          such dividends, with interest, if any. If the Employee forfeits any Shares
          awarded hereunder, such Shares and any dividends with respect thereto, with
          interest, if any, shall automatically revert to the Company (without any payment
          by the Company to the Employee) and shall no longer be held in escrow for the
          Employee. 



     3.    
          Restrictions   (a)   Vesting. The Shares and related dividends shall
          not be delivered to the Employee and may not be sold, assigned, transferred,
          pledged or otherwise encumbered by the Employee until such shares have vested in
          the Employee in accordance with the following schedule: 






















	




             
        (b)       
          Forfeiture. Shares not yet vested (and any related dividends and
          interest) shall be forfeited to the Company automatically and immediately upon
          the Employee’s ceasing to be employed by the Company and its Subsidiaries
          for any reason whatsoever, other than death, Disability (as such term is defined
          in the Plan) or Retirement (as such term is defined in the Plan). Upon
          termination of employment by reason of death, Disability or Retirement, all
          restrictions upon shares of Restricted Stock shall thereupon immediately lapse.
          “Retirement” means the retirement from active employment with the
          Company of the Employee but only if such Employee meets all of the requirements
          contained in clause (i) or contained in clause (ii) below: 













	(i)  	   he
has a minimum combined total of years of service and age equal to eighty
                    (80);) he is age sixty-two (62) or older; and he provides six (6)
months’                    prior written notice to the Company of the retirement; or  






	(ii)  	   he
has a minimum of five (5) years of service; he is age sixty-five (65) or
                    older and he provides six (6) months’ prior written notice to
the Company                     of the retirement  






	




“Years of service” shall be
defined the same way as it is under Valley’s pension plan, provided that for this
purpose years of service will mean only employment with the Company, and will not include
employment by any company or entity acquired by the Company for the period prior to its
acquisition by the Company. 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. 



     4.    
          Registration. If Shares are issued in a transaction exempt from
          registration under the Securities Act of 1933, as amended, then, if deemed
          necessary by Company’s counsel, as a condition to the Company issuing
          certificates representing the Shares, the Employee shall represent in writing to
          the Company that he is acquiring the Shares for investment purposes only and not
          with a view to distribution, and the certificates representing the Shares shall
          bear the following legend: 













	  	
“These
share 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.    
          Incorporation of Plan. The Employee hereby acknowledges receipt of a copy
          of the Plan and represents and warrants that he or she has read and is familiar
          with the terms and conditions of the Plan. 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. 



     6.    
          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. 



     7.    
          Taxes. The Employee generally will be subject to tax at ordinary income
          rates on the fair market value of the Shares and accrued dividends at the time
          they vest. However, if the Employee elects, under Section 83(b) of the Internal
          Revenue Code of 1986, as amended (the “Code”), within 30 days of the
          Award Date, he or she will be subject to tax at ordinary income rates on the
          fair market value of the Shares on the Award Date (determined without regard to
          the Restrictions). The foregoing statement of tax consequences is intended only
          as a generalized statement of current Federal tax 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 this award from time to
          time. The Employee shall deliver to the Company any Federal income tax
          withholding required by law in connection herewith within 10 days after
          recognition of any income from this award. The Employee shall notify the Company
          within 10 days of making an election under Section 83(b), or any successor
          section, of the Code. 



     8.    
          Miscellaneous.  This Agreement and the Plan contain a complete
          statement of all the arrangements between the parties with respect to the
          subject matter hereof, 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. 



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















	VALLEY NATIONAL BANCORP



By:  
——————————————
		EMPLOYEE:



  
——————————————

          [Signature of Employee]