Escrow Agreement for Restricted Stock Award





		
	Name of Employee: _______________________________________________________	Number of Shares: ___________________________________________

Initially in Escrow: _________________________________






	





ESCROW AGREEMENT FOR
RESTRICTED STOCK AWARD 



        
        This
ESCROW AGREEMENT, dated ___________________ is by and among _________________________________________ (the
“Grantee”), VALLEY NATIONAL BANCORP (the “Company”) and VALLEY
NATIONAL BANK, with offices at 1455 Valley Road, Wayne, New Jersey, (the “Escrow
Agent”).  



Background 



        
        The
Company and the Grantee have entered into a Restricted Stock Award Agreement (“Award
Agreement”) dated the same date as this Agreement, pursuant to which the Company has
granted the Grantee __________________________________ shares of the Common Stock, no par
value, of the Company (the “Shares”) subject to the restrictions set forth in
Section 8 of the Company’s 1999 Long-Term Stock Incentive Plan (the “Plan”).
The Award Agreement requires the execution and delivery of this Escrow Agreement.  



        
        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:  



        
        1.    Appointment
of Escrow Agent; Delivery of Shares. The Grantee and the           Company hereby
appoint and designate the Escrow Agent to serve as escrow agent           pursuant to the
terms of this Escrow Agreement and the Escrow Agent hereby           accepts such
appointment and designation. The Escrow Agent hereby acknowledges           receipt from
the Company of certificates representing the Shares together with           stock powers
from the Grantee endorsed in favor of the Company. Each of the           parties hereto
acknowledges and agrees that the Escrow Agent is holding the           certificates
representing the Shares as escrow agent under the Award Agreement.  



        
        2.
    Holding of Shares.  



        
        The
Escrow Agent shall hold the Shares in accordance with the following provisions:  



        
                                   (a)                   Upon
receipt of a written notice signed by the Company that the' restrictions
          relating to some or all of the Shares have lapsed, the Escrow Agent shall
          deliver the Shares on which such restrictions have lapsed to the Grantee, along
          with the deferred dividends paid on such Shares and interest (if any) earned on
          the deposit of the dividends with the Escrow Agent under paragraph 5 hereof.  



        
                                   (b)                   Upon
receipt of a written notice signed by the Company that any of the events           which
give the Company the right to reacquire the Shares, as specified in           Section
8(b) of the Plan, have occurred, the Escrow Agent shall deliver to the           Company
the Shares (and the executed stock power) along with all remaining           deferred
dividends and interest earned on the deposit of the dividends with the           Escrow
Agent under paragraph 5 hereof.  















	





        
        3.
    Term.  



        
        This
Escrow Agreement shall be terminated upon the disposition by the Escrow Agent of all of
the Shares or prior thereto upon the mutual agreement of the parties hereto. 



        
        4.
    Duties of Escrow Agent.  



        
        Should
any dispute arise with respect to the delivery or ownership or right of possession of the
Shares or the due and proper performance by any party of its obligations hereunder, the
Escrow Agent is authorized and directed to retain in its possession without liability to
anyone all or any part of the Shares, deferred dividends and interest, if any, until such
dispute shall have been settled either by mutual agreement by the parties concerned, or by
a final order, decree or judgment of a court of competent jurisdiction and from which
judgment or order no appeal has been taken and as to which the time to appeal has expired. 



        
        5.    Dividends.  



        
        Payment
to the Grantee of any dividends paid on the shares has been deferred until the occurrence
of one of the events specified in Section 8(d) of the Plan. Such deferred dividends shall
be delivered by the Company to the Escrow Agent, and the Grantee hereby grants the Escrow
Agent a power of attorney to endorse and deposit any dividend checks received by the
Escrow Agent. The Escrow Agent shall deposit such funds in an account maintained by the
Escrow Agent, selected by the Company in its sole discretion. Dividends derived from
Shares and interest, if any, earned on the deposit of the dividends shall be distributed
to the Grantee or the Company when such Shares are distributed by the Escrow Agent under
paragraph 2 hereof. 



        
        6.    Miscellaneous. 



        
                                   (a)                   Should
the Escrow Agent determine it advisable in connection with the           performance of
its duties hereunder, the Escrow Agent may consult with counsel           selected and
employed by it and the Escrow Agent shall incur no liability for           any action
taken or suffered in good faith in accordance with the opinion of           such counsel.  



        
                                   (b)                   The
Escrow Agent shall receive compensation for its services in connection in           with
this Agreement, as determined by the Company and the Escrow Agent, payable           by
the Company, and shall be reimbursed by the Company for all reasonable           expenses
incurred in connection with the performance of its duties hereunder.  



        
                                   (c)                   This
Agreement shall be binding upon, and inure to the benefit of, and be
          enforceable by the parties hereto and their respective heirs, successors and
          assigns, except the Grantee shall have no right to assign his rights hereunder.  











        
                                   (d)                   This
Agreement may be amended, modified, superseded or canceled, or any of the           terms
hereof may be waived, only by a written instrument executed by the parties
          hereto, or, in the case of a waiver, by the parties waiving compliance.  



        
                                   (e)                   This
Agreement may be executed simultaneously in two or more counterparts, each           of
which shall be deemed an original and all of which together shall constitute
          one and the same instrument.  



        
                                   (f)                   The
Section headings in this Escrow Agreement have been inserted for convenience
          only and shall not be deemed to limit, define or in any manner to affect the
          interpretation hereof.  



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














			



  
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    Signature of Grantee






			VALLEY NATIONAL BANK
(Escrow Agent)



By:  
——————————————

    
              






			VALLEY NATIONAL BANCORP
(Company)



By:  
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