Form of Restricted Stock Award Escrow Agreement

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, ...