Amendment to Severance Benefits Agreement Between Valley National Bancorp, Valley National Bank, and Gerald H. Lipkin

Summary

This agreement amends a previous severance benefits arrangement between Valley National Bancorp, Valley National Bank, and Mr. Gerald H. Lipkin. It increases Mr. Lipkin's minimum annual severance benefit to $220,000 and his wife's survivor benefit to two-thirds of that amount if she outlives him. All other terms of the original 1994 agreement remain unchanged. The agreement also clarifies that this benefit is considered a company benefit plan payment and may be subject to a gross-up payment if it qualifies as a parachute payment under a related change in control agreement.

EX-10.(0) 5 0005.txt SEVERANCE BENEFITS AGREEMENT Exhibit (10) O November 28, 2000 Mr. Gerald H. Lipkin Chairman of the Board, President & CEO Valley National Bancorp Valley National Bank 1455 Valley Road Wayne, NJ 07470 Dear Mr. Lipkin: The Board of Directors of Valley National Bancorp ("Bancorp") and Valley National Bank (the "Bank") (collectively, the "Company") entered into a letter agreement with you, dated August 17, 1994 (the "1994 Letter Agreement"), providing for certain severance benefits. The purpose of this letter is to hereby amend paragraph 4 of the 1994 Letter Agreement to increase the minimum annual benefit to $220,000 and $150,000. As a consequence, if your wife survives you, she would be entitled to a proportionate increased survivor annual benefit equal to two-thirds of $220,000 ($146,666.67). Except for this increase to $220,000 in your minimum annual benefit provided for in paragraph 4 of the 1994 Letter Agreement, the 1994 Letter Agreement remains in full force and effect. 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 12a of the Amended and Restated Change in Control Agreement dated as of January 1, 1999 among Bancorp, the Bank and you, and this benefit will be covered by the Gross-Up Payment provided for under Section 12 if and to the extent that this benefit may constitute a parachute payment. If you are in agreement with the foregoing, please so indicate by signing and returning to the Company the enclosed copy of this letter agreement, whereupon this letter shall constitute an amendment to the 1994 Letter Agreement between you and the Company. Very truly yours, VALLEY NATIONAL BANCORP By: /s/ ROBERT E. MCENTEE ---------------------------------- Robert E. McEntee, Chairman of the Compensation Committee AGREED AND ACCEPTED: VALLEY NATIONAL BANK /s/ GERALD H. LIPKIN - -------------------- Gerald H. Lipkin By: /s/ ROBERT E. MCENTEE ---------------------------------- Robert E. McEntee, Chairman of the Compensation Committee