Amount of Normal Retirement Supplemental Benefit. The monthly supplemental retirement benefit payable to an eligible Participant at Normal Retirement Date shall be an amount

Normal Retirement Benefit. The Participant has been designated as a Group C Participant and shall be entitled to a Retirement Benefit calculated in accordance with the applicable provision of [Section 3.1] of the Plan. In addition to the offsets specified in [Article III] of the Plan, the Participant’s Retirement Benefit shall be calculated with an offset for the amount of any employer-funded benefit earned by the Participant under any other retirement plan sponsored by the Company or its subsidiaries, whether domestic or foreign.

Supplemental Retirement Benefit. A Participant’s `Supplemental Retirement Benefit’ means the difference between the Participant’s Modified Accrued Benefit and the sum of the Participant’s Accrued Benefit and the Participant’s Foreign Plan Benefit, expressed in terms of a single-life annuity effective as of the first day of the month next following the Participant’s Normal Retirement Date.

Total Supplemental Benefit Amount. The Total Supplemental Benefit payable under this Agreement shall be equal to the sum of # the Supplemental Pension Benefit and # the Supplemental SERP Benefit, as described below.

Supplemental Amount. Employee is eligible to receive a supplemental severance payment in the amount of ​ (less deductions or withholdings required by law or by agreement between the Parties and any outstanding amounts Employee owes to the Company, including but not limited to any outstanding balance owed on any housing or relocation loans).

Normal Benefit. Upon Separation from Service after Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance calculated at Separation from Service. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.

0% of the Participant's Final Average Monthly Compensation multiplied by his number of Years of Credited Service subject to a maximum of 20 years, for a maximum of 60% of Final Average Monthly Compensation (except for James H Gamer, whose maximum shall be 65% of Final Average Monthly Compensation), multiplied by the ratio (not to exceed 1) of # over # where # is the number of Years of Credited Service completed by an Employee and # is the number of Years of Credited Service an Employee would have completed if he had continued until his Normal Retirement Date, less

Vesting of Supplemental Retirement Benefit. Subject to [Section 4.2], a Participant’s Supplemental Retirement Benefit shall become 100% vested: # if while employed by the Company, the Participant # dies or # attains age 55 and is credited with 15 Years of Service, # if while employed by the Company, a Change in Control occurs or # under such other circumstances as prescribed by the Committee. If a Participant incurs a Separation from Service prior to satisfying the criteria set forth in the preceding sentence, the Participant shall forfeit his entire Supplemental Retirement Benefit.

Retirement Benefit. If the Executive provides prior written notice to the CEO of the Company of his intent to retire from his employment with the Company during the Employment Term, then notwithstanding that he does not have five years of service with Valley and his written notice does not meet the required period for notice, the Executive’s retirement shall be treated as a qualified Retirement under the Stock Plans and his award agreements. With respect to any performance restricted stock units, the units will remain outstanding after the executive’s retirement from his employment with the Corporation and the Bank and vest, or be forfeited, in accordance with the terms of the applicable award agreement and Stock Plan. If the Executive retires or announces his retirement prior to the meeting of the Compensation and Human Resources Committee awarding bonuses for 2017 performance, he nonetheless will be entitled to an equity award and cash bonus for his service in ​, the amount of which shall be in the discretion of the Compensation and Human Resources Committee.

Special Supplemental Benefit. This paragraph shall apply solely to the individual who is the Senior Vice-President of Administration as of ​ (such individual, the “Designated Executive”). The Designated Executive is entitled to an amount equal to 20% of his final monthly base salary, payable for a period of 120 months. Payment of this amount shall commence on the first day of the 7th month following the Designated Executive’s Termination Date (as defined in [Section 5.2(c)]). The first such payment will be equal in amount to 7 times the monthly amount, and payment of the monthly amount shall continue thereafter on the first of each month for each of the next 113 months. [Section 5] shall not apply to these payments, except for [section 5.4]. Should the Designated Executive die before all payments are completed, the balance will be paid as scheduled to the Designated Executive’s Beneficiary, designated pursuant to [Section 6]. This paragraph shall apply to amounts accrued both before and on and after ​. This [Section 4.2] is retained for historical purposes, as all amounts payable to the Designated Executive under this [Section 4.2] were distributed as required by this [Section 4.2] prior to ​.