AMENDMENT
NO. 1 TO THE


SECOND
AMENDED AND RESTATED 1ST UNITED BANCORP/1ST UNITED BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


 


This
AMENDMENT NO. 1 TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (this “Amendment”) is made and entered into
as of May 7, 2014 by and among 1st United Bancorp, Inc., a business corporation organized and operating under the laws
of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and operating under
the laws of the State of Florida (the “Bank”), and Rudy Schupp (the “Executive”).


 


WHEREAS,
the Company, the Bank and Executive entered into a Supplemental Executive Retirement Agreement originally adopted May 31, 2006,
and as amended and restated effective December 18, 2008 (the “SERP”); and


 


WHEREAS,
the Company and Valley National Bancorp have entered into an Agreement and Plan of Merger dated May 7, 2014 (the “Merger
Agreement”) pursuant to which: (i) the Company shall merge with and into Valley National Bancorp and (ii) the Bank shall
merge with and into Valley National Bank (collectively the “Merger”); and


 


WHEREAS,
the Company, the Bank and Executive desire to amend the SERP so that the interest rate utilized in calculating the present value
of any benefits payable to Executive under the SERP is the greater of: (i) the Applicable PBGC Rate (as defined in the SERP);
or (ii) 4.0%; and


 


WHEREAS,
the Company, the Bank and Executive also desire to quantify the payment to be provided to Executive under the SERP in connection
with the Merger; and


 


WHEREAS,
Section 7.1 of the SERP provides that the SERP may be amended in writing by the parties thereto.


 


NOW,
THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency
of which is hereby acknowledged, the SERP is hereby amended as follows:


1.           Amendment
to Section 1.1 of the SERP. Section 1.1 of the SERP is hereby deleted in its entirety and replaced with the following:


“Section
1.1“Applicable Rate” shall mean the greater of: (i) the Applicable PBGC Rate; or (ii) 4.0%. “Applicable
PBGC Rate” shall have the meaning set forth in the Employment Agreement.”


2.           Amendment
to Sections 2.5.1 and 2.6 of the SERP. The references to “Applicable PBGC Rate” in Sections 2.5.1 and 2.6
of the SERP shall be changed to “Applicable Rate.”



    	 



    	 



    




3.           Amendment
to Section 7.3 of the SERP. The last paragraph of Section 7.3 of the SERP is hereby deleted in its entirety and replaced
with the following:


 


			“the
                                         Company or the Bank shall distribute the present value (based on the Applicable Rate)
                                         of the Normal Retirement Benefit or Early Retirement Benefit (as applicable, determined
                                         as of the date of the termination of the SERP) to the Executive in a lump sum on the
                                         first date permitted by Treasury Regulation Section 1.409A-3(j)(4)(ix). Notwithstanding
                                         the foregoing, if the SERP is terminated in accordance with Section 7.3(a), the Company
                                         or the Bank (or any successor) shall distribute the benefit payable pursuant to Section
                                         2.5 (if the Executive is in active service of the Company and the Bank as of the Change
                                         in Control or, if earlier, the date on which the Plan is terminated) or pursuant to Section
                                         2.6 (if Executive has incurred a Separation from Service prior to the Change in Control
                                         or, if earlier, the date on which the Plan is terminated) in accordance with Treasury
                                         Regulation 1.409A-3(j)(4)(ix).”



4.            Termination
of the SERP. The SERP shall remain in full force and effect until the Effective Time, as defined in the Merger Agreement.
As of the Effective Time, the Company and Bank, as directed by Valley National Bancorp, shall terminate the SERP in accordance
with Section 7.3(a). As a result of such action, the Company or the Bank (or any successor) shall pay to Executive the Settlement
Payment (as defined in the Employment Agreement between the parties, as amended on May 7, 2014), a portion of which is attributable
to the benefits payable under the SERP. Executive hereby acknowledges and agrees that following the receipt of the Settlement
Payment, Executive has no contractual right to any payment or benefit under the SERP.


 


5.            Capitalized
Terms. Capitalized terms herein shall have the meanings ascribed to them in the SERP except as otherwise expressly provided
in this Amendment.


6.            Effect
of Amendment. Notwithstanding anything to the contrary, this Amendment shall become effective as of the Effective Time.
In the event the Merger Agreement is terminated for any reason, this Amendment shall automatically terminate and become null and
void. Except and to the extent modified by this Amendment, the provisions of the SERP shall remain in full force and effect and
are hereby incorporated into and made a part of this Amendment. 


[Signature
Page Follows]



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IN
WITNESS WHEREOF, the Company, the Bank and Executive have executed this Amendment as of the day and year first written above.


	 	1ST UNITED BANCORP,
    INC.
	 	 	 
	 	By:	/s/ John Marino
	 	Name:	John Marino
	 	Title:	President
	 	 	 
	 	1ST UNITED BANK
	 	 	 
	 	By:	/s/ John Marino
	 	Name:	John Marino
	 	Title:	Chief Financial Officer
	 	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Rudy Schupp
	 	Rudy Schupp







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