Exhibit
10.4





AMENDMENT
TO THE DIRECTOR DEFERRED COMPENSATION PLAN





THIS AMENDMENT is made by GREATER
COMMUNITY BANCORP and GREATER COMMUNITY BANK, the successor to BERGEN COMMERCIAL
BANK, Corporations organized under the laws of the State of New Jersey
(collectively hereinafter referred to as the “Company”) to the DIRECTOR DEFERRED
COMPENSATION PLAN (hereinafter referred to as the “Plan”);





WITNESSETH:





WHEREAS, effective February 1, 1999,
the Company established the Director Deferred Compensation Plan (“Plan”),
providing directors the opportunity to defer their compensation;
and





WHEREAS, the Company wishes to amend
the Plan to comply with Internal Revenue Code Section 409A and the applicable
federal regulations thereto; and





WHEREAS, the Plan may be amended by the
Company and the mutual consent of each director;





NOW, THEREFORE, the Plan is hereby
amended as follows, and each director signing below consents to such
amendments:





FIRST:  Section
1.15 “Financial Hardship” is hereby amended by deleting it in its entirety and
substituting the following in its place:





1.15 “Financial Hardship” means an
unforeseeable emergency, which is a severe financial hardship to the Director
resulting from an illness or accident to the Director or the Director’s Spouse,
loss of the Director’s property due to casualty or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Director.





SECOND, Section 5.2
“Disability Benefit “is hereby amended by deleting it in its entirety and
substituting the following in its place:





5.2 “Disability Benefit” means
notwithstanding any other provision hereof, in the event of a Director’s
Disability, the Director shall be entitled to receive the Disability Benefit
hereunder.  Disability means the inability of the Director to engage
in any substantial gainful activity by reason of a medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months.  In the event of Disability, the Director shall begin
receiving the Disability Benefit in lieu of the Deferred Compensation Benefit,
which is not available prior to the Director’s Benefit Eligibility
Date.  The benefit shall begin within thirty (30) days of the date of
Disability.  The amount of the monthly benefit





shall be
the annuitized value of the Director’s Elective Contribution Account, measured
as of the date of the Disability determination and payable over the Payout
Period.  The Interest Factor shall be used to annuitize the Elective
Contribution account.  In the event the Director dies while receiving
Disability Benefit payments pursuant to this Subsection, or after becoming
eligible for such payments but before the actual commencement of such payments,
his Beneficiary shall be entitled to receive those benefits provided for in
Subsection 6.1(a) and the Disability Benefits provided for in this Subsection
shall terminate upon the Director’s death.





THIRD, Section 5.4 is
herby amended by deleting it in its entirely and substituting the following in
its place:





5.4 “Removal For Cause” means in the
event the Director is removed for Cause at any time prior to reaching his
Benefit Age, he shall be entitled to receive the balance of his Elective
Contribution Account, measured as of the date of removal.  Such amount
shall be paid on his Benefit Eligibility Date the annuitized value (using the
Interest Factor) of his Elective Contribution Account payable over the Payout
Period.





FOURTH: Section
12.13, “Modification of Benefit Eligibility Date,” is hereby amended by deleting
it in its entirety and substituting the following in its place:





In the event that a Director wishes to
modify his Benefit Eligibility Date, the Director may make a one-time
irrevocable election to defer commencement of his or benefits from the Plan;
provided, however, that any such election must:





(1)
            not
      result in the acceleration of
payments;


(2)
            not
      be effective for 12 months after such change is
  made;


(3)
            result
      in the deferral of payments for a period of five years;
  and


(4)
            not
      be made less than 12 months prior to the current Benefit Eligibility
      Date.





FIFTH: Section 12.14,
“Early Distribution Following a Change in Control” is hereby amended by deleting
it in its entirety and substituting the following in its place:





"A
Director may elect on or before December 31, 2008 to receive his or her benefits
from the Plan in (a) a lump sum or (b) up to 120 monthly installments,
commencing on a date in 2009 selected by Director."











IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of this 25th day of June, 2008.











GREATER
COMMUNITY BANCORP





By: /s/
Anthony M. Bruno


Anthony
M. Bruno


Chairman,
President, and CEO











GREATER
COMMUNITY BANK





By: /s/
Anthony M. Bruno


Anthony
M. Bruno


Chairman,
President, and CEO