0001193125-08-237637 Sample Contracts

COMPANY LETTERHEAD] November , 2008
Incentive Compensation Agreement • November 17th, 2008 • Valley National Bancorp • National commercial banks

As you know, Valley National Bancorp (the “Company,” as further defined below) has entered into a Securities Purchase Agreement, dated [insert date] (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (“CPP”).

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