VALLEY NATIONAL BANCORP DEFERRED COMPENSATION PLAN Effective as of January 1, 2017

Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided in the Plan:

“401(k) Plan” shall mean the Valley National Bank 401(k) Plan.

“Administrator” shall mean the Compensation and Human Resources Committee of the Board of Directors, or any other committee that may be designated as such by the Board of Directors.

“Benefit” shall mean the amount due to a Participant under the terms of this Plan.

“Beneficiary” shall mean one or more persons, trusts, estates or other entities specifically designated by the Participant on a beneficiary designation form filed with the Administrator to receive benefits under this Plan upon his or her death. In the absence of a valid beneficiary designation form, the Participant’s estate shall be his or her Beneficiary.

“Board of Directors” shall mean the Board of Directors of Valley National Bancorp.

“Code” means the Internal Revenue Code of 1986 as amended.

“Company” shall mean Valley National Bancorp, Valley National Bank, any successors thereto, and any of the Company’s subsidiaries which adopt the Plan with the consent of the Board of Directors.

“Company Matching Contribution” shall mean the Company matching contribution made in accordance with Section 3.02(b).

“Deferral Election Agreement” shall mean the written (or electronic) form submitted by a Participant to the Administrator before the relevant Election Date, in which the Participant indicates the amount, if any, by which his or her Eligible Compensation shall be reduced and deferred under this Plan. A Deferral Election Agreement shall remain in effect until such time as it is amended or revoked by the Participant and any such amendment or revocation shall only apply to Eligible Compensation earned by the Participant after the next relevant Election Date.

“Effective Date” shall mean January 1, 2017.

“Election Date” shall mean the date which is no later than thirty (30) days following the date on which an Eligible Employee is first designated as a Participant, and in all other circumstances shall mean December 31^st of any calendar year.

“Eligible Class” shall mean an Employee of the Company who is a member of a select group of management or highly compensated employees as defined by ERISA and who serves in one of the following positions: Corporate Executive Vice President; Senior Executive Vice President; President; or Chief Executive Officer.

“Eligible Compensation” shall mean a Participant’s base and cash bonus compensation earned in any Plan Year from the Company without regard to Section 401(a)(17) of the Code, including any deferrals and amounts of such compensation that the Company contributes to a plan on

“Eligible Employee” shall mean an Employee of the Company who is a participant in the 401(k) Plan, whose compensation does or is expected to exceed the limit on compensation under Section 401(a)(17) of the Code, and who is a member of the Eligible Class of Employees.

“Employee” shall mean a person who is an employee of the Company, excluding any individual retained by the Company to perform services for the Company (for either a definite or indefinite duration) and is characterized thereby as a fee-for-service worker or independent contractor or in a similar capacity (rather than in the capacity of an employee), regardless of such individual’s status under common law, including, without limitation, any such individual who is or has been determined by a third party, including, without limitation, a government agency or board or court or arbitrator, to be an employee of the Company for any purpose, including, without limitation, for purposes of any employee benefit plan of the Company or for purposes of federal, state or local tax withholding, employment tax or employment law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Participant” shall mean an Eligible Employee who is designated a Participant in this Plan by the Administrator in accordance with Section 3.01.

“Participant Deferral Contributions” shall mean the Participant’s deferrals of Eligible Compensation made in accordance with Section 3.02(a).

“Periodic Adjustment Rate” shall mean, unless otherwise determined by the Administrator with respect to a Plan Year, the one-month London Interbank Offered Rate (LIBOR) average for the applicable Plan Year plus 200 basis points.

“Plan” shall mean this Valley National Bancorp Deferred Compensation Plan either in its present form or any form subsequently amended pursuant to Section 6.

“Plan Year” shall mean the calendar year.

“Separation from Service” shall mean a separation from service with the Company, and all related entities, as determined by the Administrator in accordance with Section 409A of the Code and the regulations issued thereunder. A Separation from Service does not include military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six (6) months, or if longer, so long as the Participant’s right to reemployment is guaranteed by statute or contract. In the event the leave of absence described in the preceding sentence is for a period in excess of six (6) months and the individual’s right to reemployment is not guaranteed, the Separation from Service will be deemed to have occurred on the first date immediately following such six (6) month period.

The Company hereby establishes the Valley National Bancorp Deferred Compensation Plan for the benefit of certain Eligible Employees, effective as of the Effective Date.

The Plan is intended to constitute a nonqualified, unfunded plan for federal tax purposes and for purposes of Title I of ERISA. The Plan is maintained for the purpose of providing deferred compensation for selected employees participating in the 401(k) Plan whose contributions are limited as a result of the limitations under section 401(a)(17) of the Code on the amount of compensation which can be taken into account under the 401(k) Plan and who elect to defer a portion of their income pursuant to this Plan. The Plan shall function as a “top hat plan” providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(3), and 401(a)(1) of ERISA. As such, this Plan is subject to limited ERISA reporting and disclosure requirements, and is exempt from all other ERISA requirements.

An Eligible Employee of the Company shall become a Participant upon the Administrator’s designation of the Eligible Employee as a Participant in the Plan and execution by the Eligible Employee of the Deferral Election Agreement.

Upon the designation of an Eligible Employee as a Participant, such Employee shall complete such forms and/or make such elections as the Administrator may require. In particular, in order to defer any Eligible Compensation earned in any Plan Year under the Plan, a Participant must make, prior to the commencement of that year, an irrevocable deferral election pursuant to a Deferral Election Agreement. A Participant’s annual election to make deferrals of Eligible Compensation shall be irrevocable for the Plan Year.

If an Employee becomes newly eligible to participate in the Plan mid-year as a result of being newly qualified to participate in the Plan (e.g., promotion), such newly Eligible Employee shall have 30 days from the date he or she becomes eligible to make an irrevocable election pursuant to a Deferral Election Agreement for the remainder of the current Plan Year.

A Participant’s Deferral Election Agreement shall remain in effect until it is amended or revoked, and such amendment or revocation shall only apply with respect to Eligible Compensation during the next following Plan Year.

In the event that a Participant ceases to be a member of the Eligible Class, then he or she shall not be eligible to make a Deferral Election with respect to the next following (or any future) Plan Year.

Participant Deferral Contributions. Each Participant shall be permitted to defer, as specified in the applicable Deferral Election Agreement for that Plan Year, up to five percent (5%) of the portion of the Participant’s Eligible Compensation above the limit in effect for that Plan Year under Section 401(a)(17) of the Code. The Administrator shall have the authority to increase or decrease the above percentage limit, but any such change shall only apply to Plan Years beginning after such action is taken by the Administrator. No deferrals shall be effected hereunder until a Participant’s Eligible Compensation for such Plan Year is in excess of the limit in effect under Section 401(a)(17) of the Code.

Company Matching Contributions. Each Plan Year, the Company shall match 100% of a Participant’s Deferral Contributions under the Plan. Notwithstanding the immediately preceding sentence, matching contribution shall not be made on Participant deferrals that exceed five percent (5%) of such Participant’s Eligible Compensation, unless the Administrator provides otherwise.

A bookkeeping account shall be established for each Plan Participant to record his or her interest in the Plan. Each Participant’s account shall be divided into a Participant Deferral Contribution subaccount, a Company Matching Contribution subaccount, and such other subaccounts as the Administrator determines are necessary to keep track of Participants’ interests under the Plan.

A Participant shall always be 100% vested in his or her Participant Deferral Contribution subaccount.

A Participant shall vest in the Company Matching Contribution subaccount at the same rate and in the same manner as he or she vests in the corresponding subaccount under the 401(k) Plan.

the Participant Deferral Contribution, as elected in accordance with Section 3.02;

the Company Matching Contribution.

If a claim for a Benefit is wholly or partially denied, notice of the decision shall be furnished to the claimant by the Administrator within ninety (90) days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing, in which case a decision shall be reached within a reasonable period of time, but not later than one hundred eighty (180) days after receipt of the claim by the Administrator.

Any claimant who is denied a claim for Benefit shall be furnished written notice setting forth:

the specific reason or reasons for the denial;

specific reference to the pertinent Plan provisions upon which the denial is based;

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

an explanation of the Plan’s claim review procedure.

In order that a claimant may appeal denial of a claim, a claimant or his or her duly authorized representative:

may request a review by written application to the Administrator not later than sixty (60) days after receipt by the claimant of written notification of denial of a claim;

may review pertinent documents; and

may submit issues and comments in writing.

A decision on review of a denied claim shall be made not later than sixty (60) days after the Plan’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than one hundred twenty (120) days after receipt of a request for review.

Shall have all powers, duties, responsibilities and obligations imposed by law and by the provisions of the Plan for the administration of the Plan, including the discretionary authority to interpret its provisions and supply omissions, to authorize payments, to establish and enforce such rules and regulations as it shall deem proper for the administration of the Plan, and to determine the amount of Benefits which shall be payable to any person in accordance with the provisions of the Plan;

Shall have authority to engage counsel and consultants in order to fulfill its responsibilities, and to rely on the advice of same;

Shall have responsibility with respect to reporting and disclosure requirements, if any, under ERISA;

Shall from time to time execute such Plan amendments as the Company or the Administrator may deem appropriate;

Upon written request to it by any Participant pursuant to Section 4.08 hereof, shall have final authority under the Plan with respect to the Benefits and the amount or form thereof payable under the Plan to any such person;

Shall be authorized, in its discretion, to allocate responsibilities among one or more of its members and to delegate responsibilities to any person or persons selected by it; and

May establish a trust fund hereunder and appoint a trustee to manage the assets of such trust, provided such trust is a grantor trust within the meaning of Sections 671 through 679 of the Code.