Valley National Bancorp

your most recent bonus (calculated by multiplying your most recent bonus multiplied by a fraction, the numerator of which is the number of months which have elapsed in the current calendar year, and the denominator of which is 12), and (ii) your annual base salary (as in effect at your death) for 12 months, payable in monthly installments. Such payments shall be reduced by the amount, if any, of the regular monthly benefit payable to your spouse in the 12 months following your death from the Company’s defined benefit pension plan and benefit equalization plan.

3.            You shall be entitled to an increased minimum combined benefit of six hundred thousand dollars ($600,000.00) per year (which previously had been three hundred thousand dollars ($300,000.00)) from the Company’s defined benefit pension plan and benefit equalization plan, and, to the extent necessary, from the Company. If your spouse survives you, she shall be entitled to a minimum survivor benefit of two-thirds of such amount ($400,000.00) per year, for the remainder of her life. Should you die before commencing receipt of the defined benefit pension benefits, and should your spouse survive you, then she will be entitled to a minimum survivor benefit of four hundred thousand dollars ($400,000.00) per year, for the remainder of her life. The foregoing assumes pension benefits under the Company’s defined benefit pension plan and benefit equalization plan are paid to you in the form of a joint and two-thirds survivor annuity. You will need, however, to follow the administrative processes under the plans in order to actually commence receipt of such benefits (and if you elect another form of payment, then the above amounts will be actuarially adjusted). As a matter of clarity, the parties agree that this minimum annual benefit constitutes a payment under “any benefit plan of the Company” under the first sentence of Section 12 a of the Amended and Restated Change in Control Agreement dated as of November 30, 2004 among Bancorp, the Bank and you (as subsequently amended), and this benefit will be covered by the Gross-Up Payment provided for under Section 12 of that agreement if and to the extent that this benefit may constitute a parachute payment and/or a payment that is subject to the excise tax under Section 409A of the Internal Revenue Code. You also acknowledge that any payments otherwise required hereunder may be delayed until the six (6) month anniversary of your separation from service, if such delay is deemed necessary in order to comply with the requirements of Section 409A of the Internal Revenue Code, and that at the end of such period of delay you will be paid the delayed payment amount, plus interest (as provided for in the amendment to your Amended and Restated Change in Control Agreement) for the period of any such delay. The term “spouse” as used herein means the person you are married to at the time of your termination from service, but not any person to whom you may become married thereafter.

In addition, following termination of your employment by the Company or by you for any reason, the Company will pay to you a lump sum amount, equal to one hundred twenty five percent (125%) of the aggregate COBRA premium amounts (based upon COBRA rates then in effect) that would apply to you (and your spouse, as defined above) for health and dental benefits for you and your spouse, each through age 70.

As partial consideration for the Company entering into this Agreement, you agree as follows:

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