EXHIBIT (10) B(2)

                           CHANGE-IN-CONTROL AGREEMENT
                          (First Senior Vice President)

     THIS EMPLOYMENT AGREEMENT (the "Agreement"),  is made as of this 1st day of
January,   1995,  among  VALLEY  NATIONAL  BANK  ("Bank"),  a  national  banking
association with its principal office at 615 Main Avenue,  Passaic,  New Jersey,
VALLEY NATIONAL BANCORP ("Valley"), a New Jersey Corporation which maintains its
principal  office at 1445 Valley Road,  Wayne,  New Jersey  (Valley and the Bank
collectively are the "Company") and RICHARD GARBER (the "Executive").

                                   BACKGROUND

     WHEREAS,  the Executive has been  continuously  employed by the Bank for at
least three full years;

     WHEREAS,  the Executive  throughout his tenure has worked diligently in his
position in the business of the Bank and Valley;

     WHEREAS,  the Board of  Directors  of the Bank and Valley  believe that the
future  services of the  Executive are of great value to the Bank and Valley and
that it is  important  for the  growth  and  development  of the  Bank  that the
Executive continue in his position;

     WHEREAS,  if  the  Company  receives  any  proposal  from  a  third  person
concerning a possible  business  combination  with, or  acquisition  of equities
securities of, the Company,  the Board of Directors of the Company (the "Board")
believes  it is  imperative  that the Company and the Board be able to rely upon
the Executive to continue in his position,  and that they be able to receive and
rely  upon his  advice,  if they  request  it, as to the best  interests  of the
Company  and its


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shareholders,  without  concern that the  Executive  might be  distracted by the
personal uncertainties and risks created by such a proposal;

     WHEREAS, to achieve that goal, and to retain the Executive's services prior
to any such  activity,  the Board of Directors and the Executive  have agreed to
enter into this Agreement to govern the Executive's  termination benefits in the
event of a Change in Control of the Company, as hereinafter defined.

     NOW,  THEREFORE,  to assure  the  Company  that it will have the  continued
dedication  of the  Executive  and the  availability  of his advice and  counsel
notwithstanding  the  possibility,  threat or  occurrence  of a bid to take over
control of the Company,  and to induce the  Executive to remain in the employ of
the Company, and for other good and valuable consideration,  the Company and the
Executive, each intending to be legally bound hereby agree as follows:

     1. Definitions

     a. Base  Salary.  "Base  Salary",  as used in  Section 9 hereof,  means the
annual  cash base  salary  (excluding  any  bonus  and the  value of any  fringe
benefits)  paid to the  Executive at the time of the  termination  of employment
unless such  amount has been  reduced  after a Change in Control,  in which case
such  amount  shall be the highest  base  salary in effect  during the 18 months
prior to the Change in Control.

     b.  Cause.  For  purposes of this  Agreement  "Cause"  with  respect to the
termination by the Company of Executive's  employment shall mean (i) willful and
continued  failure by the  Executive to perform his duties for the Company under
this Agreement after at least


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one  warning  in  writing  from the  Company's  Board of  Directors  identifying
specifically  any such  failure;  (ii) the willful  engaging by the Executive in
misconduct which causes material injury to the Company as specified in a written
notice to the Executive  from the Board of Directors;  or (iii)  conviction of a
crime,  other than a traffic  violation,  habitual  drunkenness,  drug abuse, or
excessive  absenteeism other than for illness,  after a warning (with respect to
drunkenness  or  absenteeism  only) in writing  from the Board of  Directors  to
refrain  from  such  behavior.  No act or  failure  to  act on the  part  of the
Executive shall be considered willful unless done, or omitted to be done, by the
Executive  not in good faith and  without  reasonable  belief that the action or
omission was in the best interest of the Company.

     c.  Change in  Control.  "Change  in  Control"  means any of the  following
events:  (i) when Valley or a  Subsidiary  acquires  actual  knowledge  that any
person (as such term is used in  Sections  13(d) and  14(d)(2)  of the  Exchange
Act),  other than an affiliate of Valley or a Subsidiary or an employee  benefit
plan  established  or  maintained  by  Valley,  a  Subsidiary  or any  of  their
respective  affiliates,  is or becomes the beneficial  owner (as defined in Rule
13d-3 of the Exchange  Act)  directly or  indirectly,  of  securities  of Valley
representing more than twenty-five percent (25%) of the combined voting power of
Valley's then outstanding  securities (a "Control Person"),  (ii) upon the first
purchase of Valley's  common stock pursuant to a tender or exchange offer (other
than a tender or  exchange  offer made by Valley,  a  Subsidiary  or an employee
benefit plan  established or maintained by Valley,  a Subsidiary or any of their
respective affiliates),  (iii) upon the approval by Valley's stockholders of (A)
a merger or consolidation of Valley with or into


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another  corporation (other than a merger or consolidation  which is approved by
at least two-thirds of the Continuing  Directors (as hereinafter defined) or the
definitive  agreement  for  which  provides  that  at  least  two-thirds  of the
directors  of the  surviving  or  resulting  corporation  immediately  after the
transaction   are   Continuing   Directors  (in  either  case,  a   "Non-Control
Transaction")),  (B) a  sale  or  disposition  of all  or  substantially  all of
Valley's  assets or (C) a plan of liquidation or dissolution of Valley,  (iv) if
during any period of two (2) consecutive years, individuals who at the beginning
of such period  constitute the Board (the "Continuing  Directors") cease for any
reason to constitute  at least  two-thirds  thereof or,  following a Non-Control
Transaction,  two-thirds of the board of directors of the surviving or resulting
corporation;  provided that any  individual  whose  election or  nomination  for
election as a member of the Board (or, following a Non-Control Transaction,  the
board of directors of the surviving or resulting  corporation) was approved by a
vote of at least two-thirds of the Continuing  Directors then in office shall be
considered a Continuing Director,  or (v) upon a sale of (A) common stock of the
Bank if after such sale any  person  (as such term is used in Section  13(d) and
14(d)(2)  of the  Exchange  Act) other than  Valley,  an employee  benefit  plan
established  or maintained by Valley or a Subsidiary,  or an affiliate of Valley
or a  Subsidiary,  owns a  majority  of the  Bank's  common  stock or (B) all or
substantially  all of the Bank's  assets  (other than in the ordinary  course of
business). No person shall be considered a Control Person for purposes of clause
(i) above if (A) such person is or becomes  the  beneficial  owner,  directly or
indirectly,  of more than ten percent  (10%) but less than  twenty-five  percent
(25%) of the combined  voting power of Valley's then  outstanding  securities if
the acquisition of all voting securities in excess of ten


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percent (10%) was approved in advance by a majority of the Continuing  Directors
then in office or (B) such person acquires in excess of ten percent (10%) of the
combined  voting  power  of  Valley's  then  outstanding  voting  securities  in
violation of law and by order of a court of competent  jurisdiction,  settlement
or otherwise,  disposes or is required to dispose of all securities  acquired in
violation of law.

     d. Continuously Employed.  "Continuously  employed",  as used in Section 9,
means continuously employed by the Bank but excludes any period of employment by
a bank or financial institution acquired by or merged into the Bank and excludes
any  period  of  employment  by the Bank if such  period is  separated  from the
current employment with the Bank by a break in service (other a break in service
resulting solely from illness, disability or family leave).

     e. Contract Period.  "Contract Period" shall mean the period commencing the
day  immediately  preceding a Change in Control and ending on the earlier of (i)
the first  anniversary  of the Change in Control or (ii) the date the  Executive
would attain age 65 or (iii) the death of the Executive. For the purpose of this
Agreement,  a Change in  Control  shall be deemed to have  occurred  at the date
specified in the definition of Change-in-Control.

     f. Exchange Act. "Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

     g. Good  Reason.  When used with  reference to a voluntary  termination  by
Executive of his  employment  with the Company,  "Good Reason" shall mean any of
the following, if taken without Executive's express written consent:



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          (1) The  assignment to Executive of any duties  inconsistent  with, or
     the reduction of powers or functions associated with, Executive's position,
     duties, responsibilities and status with the Company immediately prior to a
     Change in Control.  A change in title or positions  resulting merely from a
     merger of the Company into or with  another bank or company  which does not
     downgrade in any way the Executive's  powers,  duties and  responsibilities
     shall not meet the requirements of this paragraph;

          (2) A reduction by the Company in Executive's annual base compensation
     as in effect  immediately  prior to a Change in Control  or the  failure to
     award Executive annual increases in accordance herewith;

          (3) A failure  by the  Company  to  continue  any bonus  plan in which
     Executive  participated  immediately  prior to the  Change in  control or a
     failure by the Company to continue  Executive as a participant in such plan
     on at least the same basis as Executive  participated in such plan prior to
     the Change in Control;

          (4) The Company's transfer of Executive to another geographic location
     more than 35 miles from his present  office  location,  except for required
     travel on the Company's business to an extent substantially consistent with
     Executive's business travel obligations immediately prior to such Change in
     Control;

          (5) The  failure by the  Company to  continue  in effect any  employee
     benefit plan,  program or arrangement  (including,  without  limitation the
     Company's  retirement plan, benefit equalization plan, life insurance plan,
     health and accident plan,  disability


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     plan,  deferred  compensation  plan or long term stock  incentive  plan) in
     which Executive is participating  immediately  prior to a Change in Control
     (except  that the Company may  institute  or  continue  plans,  programs or
     arrangements providing Executive with substantially similar benefits);  the
     taking  of  any  action  by  the  Company  which  would  adversely   affect
     Executive's  participation  in or materially  reduce  Executive's  benefits
     under,  any of  such  plans,  programs  or  arrangements;  the  failure  to
     continue, or the taking of any action which would deprive Executive, of any
     material  fringe  benefit  enjoyed by Executive  immediately  prior to such
     Change in Control;  or the failure by the Company to provide Executive with
     the  number  of  paid  vacation  days  to  which   Executive  was  entitled
     immediately prior to such Change in Control;

          (6) The failure by the Company to obtain an  assumption  in writing of
     the  obligations  of the Company to perform this Agreement by any successor
     to the Company and to provide such assumption to the Executive prior to any
     Change  in  Control;  or

          (7) Any purported termination of Executive's employment by the Company
     during the term of this Agreement which is not effected  pursuant to all of
     the requirements of this Agreement; and, for purposes of this Agreement, no
     such purported termination shall be effective.

     h. Pro-rata Bonus Amount.  "Pro-rata  Bonus Amount",  as used in Section 9,
means an amount  equal to a  "portion"  of the  highest  cash  bonus paid to the
Executive  in the  three  calendar  years  immediately  prior to the  Change  in
Control. The "portion" of such cash bonus shall be a fraction,  the numerator of
which is the number of calendar  months or part thereof  which the


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Executive  has worked in the calendar year in which the  termination  occurs and
the denominator of which is 12.

          i. Subsidiary. "Subsidiary" means any corporation in an unbroken chain
     of corporations,  beginning with Valley, if each of the corporations  other
     than the last  corporation in the unbroken chain owns stock  possessing 50%
     or more of the total  combined  voting power of all classes of stock in one
     of the other corporations in such chain.

     2. Employment.  The Company hereby agrees to employ the Executive,  and the
Executive hereby accepts  employment,  during the Contract Period upon the terms
and conditions set forth herein.

     3. Position.  During the Contract Period the Executive shall be employed by
the bank as a Senior  Officer,  or such other  corporate  or  divisional  profit
center as shall then be the  principal  successor  to the  business,  assets and
properties of the Company, with substantially the same title and the same duties
and responsibilities as before the Change in Control. The Executive shall devote
his full time and attention to the business of the Company, and shall not during
the Contract  Period be engaged in any other business  activity.  This paragraph
shall not be construed as preventing the Executive from managing any investments
of his which do not  require any  service on his part in the  operation  of such
investments.

     4. Cash Compensation.  The Company shall pay to the Executive  compensation
for his services during the Contract Period as follows:

          a. Base Salary.  A base annual  salary  equal to the annual  salary in


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     effect as of the Change in Control.  The annual  salary shall be payable in
     installments in accordance with the Company's usual payroll method.

          b. Annual Bonus. An annual cash bonus equal to at least the average of
     the bonuses paid to the Executive in the three years prior to the Change in
     Control. The bonus shall be payable at the time and in the manner which the
     Company paid such bonuses prior to the Change in Control.

          c. Annual  Review.  The Board of Directors  of the Company  during the
     Contract Period shall review annually,  or at more frequent intervals which
     the Board determines is appropriate, the Executive's compensation and shall
     award him additional  compensation to reflect the Executive's  performance,
     the performance of the Company and competitive  compensation levels, all as
     determined in the discretion of the Board of Directors.

     5. Expenses and Fringe Benefits.

     a. Expenses. During the Contract Period, the Executive shall be entitled to
reimbursement  for all  business  expenses  incurred by him with  respect to the
business  of the  Company  in the same  manner  and to the same  extent  as such
expenses were previously  reimbursed to him  immediately  prior to the Change in
Control.

     b. Benefit  Equalization Plan. During the Contract Period, if the Executive
was entitled to benefits under the Company's  Benefit  Equalization Plan ("BEP")
prior to the Change in Control,  the  Executive  shall be entitled to  continued
benefits  under  the BEP after the  Change  in  Control  and such BEP may not be
modified to reduce or eliminate such benefits during


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<PAGE>

the Contract Period.

     c. Club Membership and Automobile.  If prior to the Change in Control,  the
Executive  was  entitled to  membership  in a country  club and/or the use of an
automobile,  he  shall  be  entitled  to the same  membership  and/or  use of an
automobile at least  comparable to the  automobile  provided to him prior to the
Change in Control.

     d. Other  Benefits.  The Executive  also shall be entitled to vacations and
sick days, in accordance  with the practices and  procedures of the Company,  as
such  existed  immediately  prior to the Change in Control.  During the Contract
Period,  the Executive also shall be entitled to hospital,  health,  medical and
life  insurance,  and any other benefits  enjoyed,  from time to time, by senior
officers of the Company,  all upon terms as favorable as those  enjoyed by other
senior officers of the Company.  Notwithstanding anything in this paragraph 5(d)
to the contrary,  if the Company adopts any change in the benefits  provided for
senior  officers of the  Company,  and such policy is  uniformly  applied to all
officers of the Company (and any successor or acquiror of the Company,  if any),
then no such change shall be deemed to be contrary to this paragraph.

     6. Termination for Cause. The Company shall have the right to terminate the
Executive for Cause,  upon written notice to him of the termination which notice
shall specify the reasons for the  termination.  In the event of termination for
Cause the  Executive  shall not be entitled to any further  benefits  under this
Agreement.

     7.  Disability.  During  the  Contract  Period  if  the  Executive  becomes
permanently  disabled,  or is unable  to  perform  his  duties  hereunder  for 4
consecutive  months  in any


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<PAGE>

12 month period,  the Company may terminate the employment of the Executive.  In
such event,  the Executive  shall not be entitled to any further  benefits under
this Agreement.

     8. Death Benefits.  Upon the Executive's  death during the Contract Period,
his estate shall not be entitled to any further benefits under this Agreement.

     9.  Termination  Without Cause or Resignation for Good Reason.  The Company
may terminate the Executive  without Cause during the Contract Period by written
notice to the Executive  providing  four weeks notice.  The Executive may resign
for Good Reason during the Contract  Period upon four weeks'  written  notice to
the  Company  specifying  facts and  circumstances  claimed to support  the Good
Reason. The Executive shall be entitled to give a Notice of Termination that his
or her  employment  is being  terminated  for Good Reason at any time during the
Contract  Period,  not later than twelve months after any occurrence of an event
stated to constitute  Good Reason.  If the Company  terminates  the  Executive's
employment  during the Contract Period without Cause or if the Executive Resigns
for Good Reason, the Company shall, subject to section 12 hereof:

          a. Within 20 business days of the  termination  of employment  pay the
     Executive a lump sum equal to: (i), if the Executive has been  continuously
     employed by the Bank for 6 full years or more, two (2) years of Base Salary
     plus  a  Pro-rata   Bonus  Amount  or  (ii),  if  the  Executive  has  been
     continuously  employed by the Bank for less than 6 full years but more than
     three years, then one (1) year of Base Salary plus a Pro-rata Bonus Amount;
     and

          b.  Continue to provide the Executive  with  medical,  dental and life
     insurance


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<PAGE>

     for the period equal to the equivalent lump sum payment (e.g. 1 or 2 years)
     as were  provided at the time of  termination  of his  employment  with the
     Company, at the Company's cost. Upon expiration of benefit coverages,  full
     COBRA benefits (18 months) will be made available to Executive.

     The Executive shall not have a duty to mitigate the damages suffered by him
in connection  with the  termination  by the Company of his  employment  without
Cause or a  resignation  for Good  Reason  during the  Contract  Period.  If the
Company  fails to pay the  Executive the lump sum amount due him hereunder or to
provide him with the health,  hospitalization  and insurance  benefits due under
this section, the Executive, after giving 10 days' written notice to the Company
identifying the Company's failure, shall be entitled to recover from the Company
all of his reasonable  legal fees and expenses  incurred in connection  with his
enforcement  against the Company of the terms of this  Agreement.  The Executive
shall be denied  payment of his legal fees and  expenses  only if a court  finds
that the Executive sought payment of such fees without reasonable cause.

     10.  Resignation  Without Good Reason.  The Executive  shall be entitled to
resign from the  employment of the Company at any time during the Contact Period
without  Good  Reason,  but upon such  resignation  the  Executive  shall not be
entitled to any additional compensation for the time after which he ceases to be
employed by the Company,  and shall not be entitled to any of the other benefits
provided  hereunder.  No such  resignation  shall be effective unless in writing
with four weeks' notice thereof.

     11. Non-Disclosure of Confidential Information.

     a. Non-Disclosure of Confidential Information.  Except in the course of


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     his  employment  with the Company and in the pursuit of the business of the
     Company or any of its subsidiaries or affiliates,  the Executive shall not,
     at any time during or following the Contract  Period,  disclose or use, any
     confidential  information or proprietary  data of the Company or any of its
     subsidiaries or affiliates.  The Executive agrees that, among other things,
     all information concerning the identity of and the Company's relations with
     its customers is confidential information.

     b. Specific Performance. Executive agrees that the Company does not have an
adequate  remedy at law for the breach of this  section and agrees that he shall
be subject to injunctive relief and equitable remedies as a result of the breach
of this section.  The  invalidity or  unenforceability  of any provision of this
Agreement shall not affect the force and effect of the remaining valid portions.

     c. Survival.  This section shall survive the termination of the Executive's
employment hereunder and the expiration of this Agreement.

     12. Certain Reduction of Payments by the Company.

     a. Anything in this Agreement to the contrary notwithstanding, prior to the
payment  of  any  lump  sum  amount  payable  hereunder,  the  certified  public
accountants  of the  Company  immediately  prior to a  Change  of  Control  (the
"Certified Public  Accountants)  shall determine as promptly as practical and in
any event within 20 business  days  following the  termination  of employment of
Executive  whether  any  payment or  distribution  by the  Company to or for the
benefit  of  the  Executive   (whether  paid  or  payable  or   distributed   or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise)  (a
"Payment")  would more  likely  than not be


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nondeductible by the Company for Federal income purposes because of Section 280G
of the Internal Revenue Code of 1986, as amended (the "Code"), and if it is then
the aggregate  present value of amounts payable or  distributable  to or for the
benefit of Executive  pursuant to this Agreement (such payments or distributions
pursuant to this Agreement are thereinafter referred to as "Agreement Payments")
shall be reduced  (but not below zero) to the reduced  Amount.  For  purposes of
this  paragraph,  the "Reduced  Amount" shall be an amount  expressed in present
value which maximizes the aggregate present value of Agreement  Payments without
causing any Payment to be  nondeductible  by the Company because of said Section
280G of the Code.

     b. If under paragraph (a) of this section the Certified Public  Accountants
determine  that any Payment would more likely than not be  nondeductible  by the
Company because of Section 280G of the Code, the Company shall promptly give the
Executive notice to that effect and a copy of the detailed  calculation  thereof
and of the  Reduced  Amount,  and the  Executive  may  then  elect,  in his sole
discretion,  which and how much of the Agreement Payments shall be eliminated or
reduced  (as long as after such  election  the  aggregate  present  value of the
Agreement  Payments equals the Reduced Amount),  and shall advise the Company in
writing of his election within 20 business days of his receipt of notice.  If no
such election is made by the Executive  within such 20-day  period,  the Company
may elect which and how much of the  Agreement  Payments  shall be eliminated or
reduced  (as long as after such  election  the  Aggregate  present  Value of the
Agreement  Payments  equals the Reduced  Amount) and shall notify the  Executive
promptly of such election.  For purposes of this paragraph,  present Value shall
be  determined  in  accordance   with  Section   280G(d)(4)  of  the  Code.  All
determinations made by the Certified Public Accountants


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shall be binding upon the Company and Executive shall be made within 20 business
days of a  termination  of  employment  of  Executive.  With the  consent of the
Executive, the Company may suspend part or all of the lump sum payment due under
Section 9 hereof and any other payments due to the Executive hereunder until the
Certified Public  Accountants finish the determination and the Executive (or the
Company,  as the case may be) elect how to reduce  the  Agreement  Payments,  if
necessary.  As promptly as  practicable  following  such  determination  and the
elections  hereunder,  the  Company  shall  pay to or  distribute  to or for the
benefit  of  Executive  such  amounts  as are then due to  Executive  under this
Agreement and shall  promptly pay to or distribute  for the benefit of Executive
in the future such amounts as become due to Executive under this Agreement.

     c. As a result of the uncertainty in the application of Section 280G of the
Code, it is possible that  Agreement  Payments may have been made by the Company
which should not have been made  ("Overpayment")  or that  additional  Agreement
Payments  which  will have not been  made by the  Company  could  have been made
("Underpayment"),  in each case,  consistent with the calculation of the Reduced
Amount hereunder. In the event that the Certified Public Accountants, based upon
the  assertion  of a  deficiency  by the Internal  Revenue  Service  against the
Company or Executive which said Certified Public Accountants  believe has a high
probability of success,  determines  that an Overpayment has been made, any such
Overpayment  shall be treated  for all  purposes  as a loan to  Executive  which
Executive  shall repay to the Company  together with interest at the  applicable
Federal  rate  provided  for in  Section  7872(f)(2)(A)  of the Code;  provided,
however,  that no amount shall be payable by Executive to the Company in and for
the extent such payment would not reduce the amount which is subject to taxation
under  Section  4999  of the  Code.


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<PAGE>

In the event that the  Certified  Public  Accountants,  based  upon  controlling
precedent,  determine that an Underpayment has occurred,  any such  Underpayment
shall be promptly  paid by the  Company to or for the  benefit of the  Executive
together  with interest at the  applicable  Federal rate provided for in Section
7872(f)(2)(A) of the Code.

     13. Term and Effect Prior to Change in Control.

     a. Term. Except as otherwise  provided for hereunder,  this Agreement shall
commence on the date  hereof and shall  remain in effect for a period of 3 years
from the date  hereof  (the  "Initial  Term") or until  the end of the  Contract
Period, whichever is later. The Initial Term shall be automatically extended for
an  additional  one year  period on the  anniversary  date  hereof  (so that the
Initial  Term is  always 3 years)  unless,  prior to a Change  in  Control,  the
Personnel  and  Compensation  Committee of the Bank  notifies  the  Executive in
writing  at any time that the  Contract  is not so  extended,  in which case the
Initial Term shall end upon the later of (i) 3 years after the date  hereof,  or
(ii) twenty-four  months after the date of such written notice.  Notwithstanding
anything to the contrary contained herein, the Initial Term shall cease when the
Executive attains age 65.

     b. No Effect Prior to Change in Control.  This  Agreement  shall not effect
any  rights of the  Company  to  terminate  the  Executive  prior to a Change in
Control  or any  rights  of the  Executive  granted  in any other  agreement  or
contract or plan with the  Company.  The rights,  duties and  benefits  provided
hereunder shall only become effective upon and after a Change in Control. If the
full-time  employment  of the  Executive  by the Company is ended for any reason
prior to a Change in Control,  this Agreement shall  thereafter be of no further
force and effect.



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<PAGE>

     14.  Severance  Compensation  and  Benefits  Not  in  Derogation  of  Other
Benefits. Anything to the contrary herein contained notwithstanding, the payment
or  obligation  to pay any  monies,  or  granting  of any  benefits,  rights  or
privileges  to Executive as provided in this  Agreement  shall not be in lieu or
derogation of the rights and privileges  that the Executive now has or will have
under any plans or programs of or  agreements  with the Company,  except that if
the Executive  received any payment  hereunder,  he shall not be entitled to any
payment under the Company's severance policy for officers and directors.

     15.  Miscellaneous.  This Agreement is the joint and several  obligation of
the Bank and  Valley.  The terms of this  Agreement  shall be  governed  by, and
interpreted  and construed in accordance with the provisions of, the laws of New
Jersey.  This Agreement  supersedes all prior agreements and understandings with
respect to the matters covered hereby,  including  expressly any prior agreement
with the  Company  concerning  change in  control  benefits.  The  amendment  or
termination  of this  Agreement  may be made only in a writing  executed  by the
Company and the  Executive,  and no amendment or  termination  of this Agreement
shall be effective unless and until made in such a writing. This Agreement shall
be binding upon any successor (whether direct or indirect,  by purchase,  merge,
consolidation,  liquidation  or  otherwise) to all or  substantially  all of the
assets of the  Company.  This  Agreement  is personal to the  Executive  and the
Executive  may not  assign  any of his  rights  or  duties  hereunder  but  this
Agreement  shall  be  enforceable  by  the  Executive's  legal  representatives,
executors  or  administrators.  This  Agreement  may be  executed in two or more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.



                                       17
<PAGE>

     IN WITNESS  WHEREOF,  Valley National Bank and Valley National Bancorp each
have caused this Agreement to be signed by their duly authorized representatives
pursuant to the  authority of their Boards of  Directors,  and the Executive has
personally  executed  this  Agreement,  all as of the day and year first written
above.

ATTEST:                                        VALLEY NATIONAL BANCORP

/s/ Alan D. Eskow                              By: /s/ Gerald H. Lipkin
------------------------------------             -------------------------------
Alan D. Eskow, Secretary                           Gerald H. Lipkin, Chairman
                                                   and Chief Executive Officer

ATTEST:                                        VALLEY NATIONAL BANK

/s/ Alan D. Eskow                              By: /s/ Gerald H. Lipkin
------------------------------------             -------------------------------
Alan Eskow, Secretary                              Gerald H. Lipkin, Chairman
                                                   and Chief Executive Officer

WITNESS:

/s/ Peter Verbout                                  /s/ Richard Garber
------------------------------------               -----------------------------
                                                   Richard Garber, Executive

4/6/92

------------------------------------
"Executive" Valley
 National Bank
 Service Date


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