Reproducing moisture retention behavior of the upper and lower vadose zone in shallow water table settings provides unique challenges for integrated (combined surface and groundwater) hydrological models. Field studies indicate that moisture retention in shallow water table settings is highly variably affected by antecedent state and air entrapment. The theory and vertical behavior of a recently developed integrated surface and groundwater model (IHM) is examined through comparisons to collected field data in West-Central Florida. The objectives of this study were to (1) Identify important considerations and behavior of the vadose zone for reproducing runoff, ET and recharge in shallow water table settings; (2) Develop a conceptual model that describes vertical soil moisture behavior while allowing for field scale variability; (3) Test the model against observations of the vertical processes; (4) Investigate the sensitivity of model parameters on model vs. observed vertical behavior, and (5) offer recommendations for improvements and parameterization for regional model application. Rigorous testing was made to better understand the robustness and/or limitations of the methodology of the IHM for upper and lower vadose zone. The results are also generally applicable and useful to the upper zone and lower zone conceptualization and parameterization of stand alone HSPF and perhaps other surface water models. Simulation results indicate IHM is capable of providing reasonable predictions of infiltration, depth to water table response, ET distributions from the upper soil, lower soil and water table, and recharge while incorporating field scale variability of soil and land cover properties.