Amended and Restated Change-in-Control Agreement - Walter M. Horsting




	



AMENDED AND RESTATED

CHANGE-IN-CONTROL AGREEMENT 

Walter M. Horsting 

First Senior Vice President 



        THIS
EMPLOYMENT AGREEMENT (the “Agreement”), is made as of this 22nd day
of October 2004, 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 WALTER M. HORSTING (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 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. 



        WHEREAS,
the Executive and the Company had entered into a Change in Control Agreement, dated as of
February 11, 2004, and have agreed to amend and restate that agreement with this
Agreement. 



        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 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 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  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:  






	  	  	  	(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 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
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 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 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 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: two (2) years of Base Salary plus a Pro-rata Bonus Amount;           and  














	  	  	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.  














	  	  	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 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 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 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 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  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:



By:  /s/ Carol B. Diesner
——————————————

         Carol B. Diesner,

         Senior Vice President, Human Resources		VALLEY NATIONAL BANCORP



By:  /s/ Gerald H. Lipkin
——————————————

           Gerald H. Lipkin, Chairman

           and Chief Executive Officer 





	ATTEST:



By:  /s/ Carol B. Diesner
——————————————

         Carol B. Diesner,

         Senior Vice President, Human Resources		VALLEY NATIONAL BANK



By:  /s/ Gerald H. Lipkin
——————————————

           Gerald H. Lipkin, Chairman

           and Chief Executive Officer 






	WITNESS:



By:  /s/ Carol B. Diesner
——————————————

         Carol B. Diesner,

         Senior Vice President, Human Resources		



  /s/ Walter M. Horsting
——————————————

          Walter M. Horsting, Executive