ex10-5.htm


    Exhibit
10.5

    


    AMENDMENT
TO DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

    


    This Amendment is made as of June 25,
2008 between Robert Soldoveri (“Director”) 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 a
Director Supplemental Retirement Income Agreement (“Agreement”) to pay
additional compensation to the Director after retirement or other termination of
employment; and

    


    WHEREAS, the Agreement was effective
March 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 Director, 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 Executive's termination of service following the Merger in
satisfaction of Bank's obligations under the Agreement; and

    


    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 earlier of (a) Director's termination of service in connection with the
Merger, or (b) January 5, 2009, the Bank shall pay Director a lump sum payment
of $93,000.

    


    2.           Upon
payment of the amount pursuant to Section 1 above, the parties shall have no
further obligations under the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           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.

    


    


    
      	
              DIRECTOR

            	
              GREATER
      COMMUNITY BANCORP

            
	 
      	 
      	 
      
	
              /s/ Robert
      Soldoveri

            	
              By:

            	
              /s/ Anthony M.
      Bruno

            
	
              Robert
      Soldoveri

            	 
      	
              Anthony
      M. Bruno

            
	 
      	 
      	
              Chairman
      and CEO

            
	 
      	 
      	 
      
	 
      	
              GREATER
      COMMUNITY BANK

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Anthony M.
      Bruno

            
	 
      	 
      	
              Anthony
      M. Bruno

            
	 
      	 
      	
              Chairman,
      President, and
CEO