EXHIBIT (10) M

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


     THIS EMPLOYMENT AGREEMENT (the "Agreement"),  is made as of this 3rd day of
January,   2000,  among  VALLEY  NATIONAL  BANK  ("Bank"),  a  national  banking
association  with its principal  office at 1455 Valley Road,  Wayne, New Jersey,
VALLEY NATIONAL BANCORP ("Valley"), a New Jersey Corporation which maintains its
principal  office at 1455 Valley Road,  Wayne,  New Jersey  (Valley and the Bank
collectively are the "Company") and ALBERT L. ENGEL (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



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and rely upon his advice,  if they  request it, as to the best  interests of the
Company  and its  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


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failure by the  Executive  to perform  his  duties  for the  Company  under this
Agreement  after at least 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)


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upon the approval by Valley's  stockholders of (A) a merger or  consolidation of
Valley with or into 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

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of  Valley's  then  outstanding  securities  if the  acquisition  of all  voting
securities  in excess of ten 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,

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if taken without Executive's express written consent:

          (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


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     retirement plan, benefit equalization plan, life insurance plan, health and
     accident plan,  disability 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


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be a fraction,  the numerator of which is the number of calendar  months or part
thereof  which  the  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:

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<PAGE>

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


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Change in Control and such BEP may not be modified to reduce or  eliminate  such
benefits during 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

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<PAGE>

permanently  disabled,  or is unable  to  perform  his  duties  hereunder  for 4
consecutive  months  in any 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


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



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


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to the terms of this  Agreement or otherwise)  (a  "Payment")  would more likely
than not be  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

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Section 280G(d)(4) of the Code. All determinations  made by the Certified Public
Accountants 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


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<PAGE>

payment  would not reduce the amount which is subject to taxation  under Section
4999 of the Code. 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

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<PAGE>

prior to a Change in Control,  this Agreement shall  thereafter be of no further
force and effect.

     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


                                       17
<PAGE>

in making  proof of this  Agreement to produce or account for more than one such
counterpart.

     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
                                                   of the Board, President & CEO

ATTEST:                                        VALLEY NATIONAL BANK

/s/ Alan D. Eskow                              By: /s/ Gerald H. Lipkin
------------------------------                     -----------------------------
Alan D. Eskow, Secretary                           Gerald H. Lipkin, Chairman
                                                   of the Board, President & CEO

WITNESS:

/s/ Janet Maloy                                /s/ Albert L. Engel
------------------------------                 ---------------------------------
                                               Albert L. Engel, Executive

                                               Dated: 1/27/00

October 1, 1996
-----------------------
"Executive" Valley
 National Bank
 Service Date


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