VALLEY NATIONAL BANCORP
AMENDMENTS TO 1989 LONG-TERM STOCK INCENTIVE PLAN
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<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENTS TO 1989 LONG-TERM STOCK INCENTIVE PLAN
<TEXT>


                                                            EXHIBIT (10)B

                           AMENDMENTS TO
                 1989 LONG-TERM STOCK INCENTIVE PLAN

[The 1989 Long-Term Stock Incentive Plan be amended by amending Section 2(aa)
as shown below and deleting Section 6(g) in its entirety and adding the
following in lieu thereof.  Amendments to the Plan are underlined.
Deletions are crossed out.]

         2(aa): "Retirement" is defined under each Plan in Section 2(aa) to
mean the retirement from active employment by the Company of an employee or
officer but only if such person meets all of the following requirements: (i) he
has a minimum combined total of years of service and age equal to eighty (80),
(ii) he is age sixty-two (62) or older, and (iii) he provides six (6) months
prior written notice to the Company of the Retirement.  "Years of service"
shall be defined the same way as it is under Valley's pension plan.  An
employee or officer who retires but fails to meet such conditions shall not be
deemed to be within the definition of "Retirement" for any purpose under this
Plan or any Award or Option granted thereunder; provided, however, after a
Change in Control transaction, no prior notice of a Retirement shall be
required for purposes of this Plan only and any Optionee who meets the
conditions of clauses (i) and (ii), but is terminated without Cause, shall be
deemed to meet all the conditions for Retirement for purposes of this Plan only
and shall be deemed to have terminated employment due to Retirement for
purposes of this Plan only.  After a Change in Control, the provisions of this
paragraph defining Retirement and the other provisions setting forth the
consequences of  vesting and exercisability of Options and Awards following
Retirement may not be changed.

                  (g)      Termination of Employment.  In the event that an
         Optionee ceases to be employed by the Company or any Subsidiary, any
         outstanding Options held by such Optionee shall, unless the Option
         Agreement evidencing such Option provides otherwise, terminate as
         follows:


                           (1)      If the Optionee's termination of employment
                  is due to his Death or Disability, the Option shall be
                  exercisable for a period of one (1) year following such
                  termination of employment, and shall thereafter terminate;
                  provided, however, that the Company shall have given written
                  notice to the Optionee's designated beneficiary for the
                  Plan as permitted under Section 17(c) or, if there is no
                  designated beneficiary for the Plan, then to the Optionee's
                  spouse, or if such spouse does not survive the Optionee, to
                  the Optionee's designated beneficiaries under the
                  Company's 401(k) plan or group term life insurance plan,
                  within the six (6) months following the Optionee's
                  termination of employment;

                           (2)      If the Optionee's termination of employment
                  is by the Company or a Subsidiary for Cause or is by
                  the Optionee (other than due to the Optionee's Retirement),
                  the Option shall terminate on the date of the Optionee's
                  termination of employment;


                           (3)      If the Optionee's termination of employment
                  is due to the Optionee's Retirement, the Option shall
                  be exercisable for the remaining term of the Option and
                  thereafter shall be unaffected by the death or disability of
                  the Optionee.  (An Optionee who exercises his or her Options
                  more than ninety (90) days after the termination of
                  employment due to Retirement shall acknowledge that the
                  Options so exercised will not be Incentive Stock Options.);
                  and

                           (4)      If the Optionee's termination of employment
                  is due to the Optionee's Retirement or for any other
                  reason (including an Optionee's ceasing to be employed by a
                  Subsidiary as a result of the sale of such Subsidiary or
                  an interest in such Subsidiary), the Option shall be
                  exercisable (to the extent exercisable at the time of the
                  Optionee's termination of employment) for a period of ninety
                  (90) days following such termination of employment, and
                  shall thereafter terminate.

                  Notwithstanding the foregoing, the Committee may provide,
         either at the time an Option is granted or thereafter, that the Option
         may be exercised after the periods provided for in this Section 6(g),
         but in no event beyond the term of the Option.

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