FISCAL AND PAYING AGENCY AGREEMENT

Exhibit (10)(P)

FISCAL AND PAYING AGENCY AGREEMENT

Between

VALLEY NATIONAL BANK,

Issuer

and

WILMINGTON TRUST COMPANY,

Fiscal and Paying Agent

Dated as of

July 13, 2005

5.0% Subordinated Notes

Due July 15, 2015

TABLE OF CONTENTS

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This Fiscal and Paying Agency Agreement (as may be amended, supplemented or otherwise modified from time to time, and together with all Exhibits hereto, this “Agreement”) is dated as of July 13, 2005 between VALLEY NATIONAL BANK, a national banking association organized under the laws of the United States of America (the “Issuer”), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware (the “Fiscal and Paying Agent”).

WHEREAS, the Issuer has, by a Purchase Agreement dated July 7, 2005, agreed to issue $100,000,000 aggregate principal amount of the Issuer’s 5.0% Subordinated Notes due July 15, 2015 (the “Subordinated Notes”); and

WHEREAS, the Issuer desires to appoint the Fiscal and Paying Agent as fiscal and paying agent of the Issuer with respect to the preparation, authentication, delivery, registration and payment of the Subordinated Notes.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

APPOINTMENT

Section 1.1. Appointment of Fiscal and Paying Agent and Registrar. The Fiscal and Paying Agent is hereby appointed by the Issuer as fiscal and paying agent for the Subordinated Notes on the terms and conditions specified in this Agreement, and the Fiscal and Paying Agent hereby accepts such appointment subject to all of the rights, privileges and protections in this Agreement. The Issuer hereby appoints the Fiscal and Paying Agent as registrar for the Subordinated Notes.

ARTICLE II

THE SUBORDINATED NOTES

Section 2.1. Issuance and Form of Subordinated Notes. The Issuer represents and warrants that the Subordinated Notes will be initially issued, and thereafter the Subordinated Notes shall only be transferred, to persons who are institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) (“Institutional Accredited Investors”) promulgated by the Securities Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”). Except as otherwise provided herein, the Subordinated Notes will be represented by one or more global certificates, each such certificate being hereinafter called a “Global Subordinated Note.” All Global Subordinated Notes shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), as depository. All Global Subordinated Notes shall be in substantially the form attached hereto as Exhibit A, the provisions of which are expressly incorporated into and made a part of this Agreement. All Global Notes will bear the restricted note legend set forth in Exhibit A and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement. The Global Notes may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with any applicable rules or regulations made pursuant thereto or with the rules or regulations of any securities exchange or governmental agency or as may,

consistently herewith, be determined by the officers of the Issuer executing such Global Subordinated Notes, as evidenced by their execution thereof. Beneficial interests in Global Subordinated Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC or its nominee and its participants.

Purchasers of Subordinated Notes may receive certificated Subordinated Notes in definitive form (each, a “Certificated Subordinated Note”) only as provided in Section 2.5(b) below and in accordance with the procedures set forth in Section 2.6 below. The Certificated Subordinated Notes (which shall be substantially in the form of, and bear the restricted note legend set forth in, Exhibit A hereto) shall be typed, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers or other authorized representatives of the Issuer executing such Certificated Subordinated Notes, as evidenced by their execution of such Certificated Subordinated Notes.

Except as provided in Section 2.5(b) or 2.6 below, owners of beneficial interests in Global Subordinated Notes will not be entitled to receive Certificated Subordinated Notes.

Section 2.2. Certificates of Authorized Representatives of the Issuer. The Issuer shall furnish the Fiscal and Paying Agent with a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Issuer certifying the incumbency and specimen signatures of representatives of the Issuer authorized to execute, attest and deliver the Subordinated Notes and other documents on behalf of the Issuer and to instruct the Fiscal and Paying Agent regarding the completion and delivery of the Subordinated Notes (each, an “Authorized Representative”). Until the Fiscal and Paying Agent receives a subsequent incumbency certificate of the Issuer, the Fiscal and Paying Agent shall be entitled to rely on the last such certificate delivered to it for purposes of determining the Authorized Representatives.

Section 2.3. Completion, Authentication and Delivery.

(a) All Subordinated Notes shall be issued and delivered in accordance with this Agreement, and, in the case of the Global Subordinated Notes, a letter of representations from the Issuer to DTC dated no later than the date hereof (the “Letter of Representations”). Notwithstanding the foregoing, the Fiscal and Paying Agent shall not be required to perform any duties on any day that is not a Business Day (as hereinafter defined). All instructions regarding the completion and delivery of Subordinated Notes shall be given in the form of a writing, executed on behalf of the Issuer by an Authorized Representative, delivered or transmitted by mail, courier, confirmed telex, telecopy, E-mail or other means acceptable to the Fiscal and Paying Agent and shall specify the form and contents of such Subordinated Notes consistent with this Agreement and otherwise provide the Fiscal and Paying Agent sufficient information to perform its obligations under this Section 2.3. Upon receipt of instructions as described in the preceding sentence and the Global Subordinated Note or Notes and Certificated Subordinated Notes executed by the Issuer (which signature may be facsimile), the Fiscal and Paying Agent shall:

(i) complete (A) a Global Subordinated Note or Notes representing one or more Subordinated Notes and (B) one or more Certificated Subordinated Notes indicated in such instructions, in each case in accordance with such instructions;

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