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EXHIBIT
(10B)
AMENDMENT TO
THE
CHANGE IN CONTROL
AGREEMENT
(ROBERT A.
EWING)
This Amendment to the Change
in Control Agreement (dated as of November 30, 2004) (the
“Agreement”), is made as of this 15th day of August,
2006, among Valley National Bank (“Bank”), Valley
National Bancorp (“Valley”), and ROBERT A. EWING
(the “Executive”).
WHEREAS, the Executive has
been employed by Valley and the Bank for many years; and
WHEREAS, the Bank, Valley,
and the Executive previously entered into the Agreement;
and
WHEREAS, the Bank, Valley and
the Executive wish to amend the Agreement;
NOW, THEREFORE, for good and
valuable consideration, the Bank, Valley and the Executive, each
intending to be legally bound hereby, agree as follows:
1. Subsection (b) of
Section 9 of the Agreement, relating to continuation of
certain welfare benefit coverages following termination of
employment, is amended by deleting the words “medical, dental
and”. Subsection (b) of Section 9 of the Agreement
is further amended by deleting the last sentence (relating to
COBRA) in its entirety.
2. Section 9 of the
Agreement is amended by adding the following new subsection
(c) following the end of subsection
(b) thereof:
“c. Within 20 business
days of the termination of employment, pay the Executive a lump sum
amount equal to one hundred twenty-five percent (125%) of
(A) the aggregate COBRA premium amounts (based upon COBRA
rates then in effect) for the equivalent period of the lump sum
payment (i.e., 6 months or 1 year) of the medical and dental
coverage that was being provided to the Executive
(and their spouse) at the
time of termination of employment, minus (B) the aggregate
amount of any employee contribution that would have been required
of the Executive (determined as of the termination of employment)
for such period.”
3. The Agreement is amended
by adding the following new Sec
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