ex10-11.htm


    Exhibit
10.11

    


    AMENDMENT
TO EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

    


    This Amendment is made as of June 25,
2008 between Anthony Bruno (“Executive”) and Greater Community Bank (“Bank”), a
state chartered commercial bank having its principal place of business in New
Jersey.

    


    RECITALS

    


    WHEREAS, the Bank has adopted an
Executive Supplemental Retirement Income Agreement (“Agreement”) to pay
additional compensation to the Executive after retirement or other termination
of employment; and

    


    WHEREAS, the Agreement was effective
February 1, 2004; and

    


    WHEREAS, Greater Community Bancorp
(“GCB”) is a party to the Agreement for the sole purpose of guaranteeing the
Bank’s performance; and

    


    WHEREAS, the Executive, Bank, and GCB
desire to amend the Agreement to comply with Internal Revenue Code Section 409A
and the applicable federal regulations thereto; and

    


    WHEREAS, GCB has entered into an
agreement and plan of merger with Valley National Bancorp ("Valley") dated March
19, 2008 pursuant to which GCB will merge into Valley (the "Merger");
and

    


    WHEREAS, GCB and Valley wish to provide
a payment upon the Merger in satisfaction of Bank's obligations under the
Agreement.

    


    WHEREAS, Section 13.1 of the Agreement
permits the Agreement to be amended with the express written consent of the
parties and pursuant to a resolution of the Board of Directors.

    


    NOW THEREFORE, the Agreement
is amended as follows:

    


    1.           Upon
the merger of GCB into Valley, GCB shall pay $570,000.00 into a rabbi trust
selected by Executive.  Executive shall be permitted to select the
investments of the rabbi trust.

    


    2.           The
assets held in the rabbi trust shall be distributed to Executive or his secular
trust, as selected by Executive, on January 5, 2009.

    


    3.           Upon
payment of the amount pursuant to Section 2 above, the parties shall have no
further obligations under the Agreement.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.           To
the extent applicable, it is intended that the Agreement and this Amendment
comply with the requirements of Section 409A of the Internal Revenue Code, and
they shall be interpreted in a manner consistent with this intent in order to
avoid the imposition of any additional tax under Section 409A of the Code. The
parties shall cooperate to take such actions and to make such changes as are
necessary to comply with such requirements.

    


    IN WITNESS WHEREOF the Parties
consent to this Amendment.

    


    


    
      	
              ATTEST:

            	
              GREATER
      COMMUNITY BANK

            
	 
      	 
      	 
      
	
              /s/ Margaret
      Johnson

            	
              By:

            	
              /s/ Stephen J.
      Mauger

            
	
              Margaret
      Johnson

            	 
      	
              Stephen
      J. Mauger

            
	 
      	 
      	
              Senior
      Vice President, Treasurer

            
	 
      	 
      	
              and
      Chief Financial Officer

            
	 
      	 
      	 
      
	
              ATTEST:

            	
              GREATER
      COMMUNITY BANCORP

            
	 
      	 
      	 
      
	
              /s/ Margaret
      Johnson

            	
              By:

            	
              /s/ Stephen J.
      Mauger

            
	
              Margaret
      Johnson

            	 
      	
              Stephen
      J. Mauger

            
	 
      	 
      	
              Senior
      Vice President, Treasurer

            
	 
      	 
      	
              and
      Chief Financial Officer

            
	 
      	 
      	 
      
	
              WITNESS:

            	
              EMPLOYEE

            
	 
      	 
      	 
      
	
              /s/ Margaret
      Johnson

            	
              /s/ Anthony
      Bruno

            
	
              Margaret
      Johnson

            	
              Anthony
      Bruno