Exhibit (10) N

                             VALLEY NATIONAL BANCORP
                         LONG-TERM STOCK INCENTIVE PLAN
                     (Adopted by Directors January 10, 1989
                     Adopted by Shareholders March 28, 1989)
                   (As Amended by Directors March 16, 1993 and
          January 18, 1994 and Adopted by Shareholders March 22, 1994)
                     (As Amended by Directors April 6, 2000)

     1. Purpose. The purpose of the Plan is to provide additional incentive to
those officers and key employees of the Company and its Subsidiaries and retain
competent and dedicated individuals whose efforts will result in the long-term
growth whose substantial contributions are essential to the continued growth and
success of the Company's business in order to strengthen their commitment to the
Company and its Subsidiaries, to motivate such officers and employees to
faithfully and diligently perform their assigned responsibilities and to attract
and profitability of the Company. To accomplish such purposes, the Plan provides
that the Company may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights.

     2. Definitions. For purposes of this Plan:

        (a) "Adjusted Fair Market Value" means, in the event of a Change of
Control, the greater of (i) the highest Fair Market Value of the Shares during
the sixty (60) day period ending on the date of such Change in Control or (ii)
in the case of a Change in Control described in Section 2(h)(ii) or 2(h)(iii),
the highest price per Share paid to holders of the Shares in any transaction
constituting or resulting from such Change in Control.

        (b) "Agreement" means the written agreement between the Company and an
Optionee or Grantee evidencing the grant of an Option or Award and setting forth
the terms and conditions thereof.

        (c) "Award" means a grant of Restricted Stock or Stock Appreciation
Rights, or any or all of them.

        (d) "Bank" means Valley National Bank, a Subsidiary.

        (e) "Board" means the Board of Directors of the Company.

        (f) "Cause" means the willful failure by an Optionee or Grantee to
perform his duties with the Company or with any Subsidiary or the willful
engaging in conduct which is injurious to the Company or any Subsidiary,
monetarily or otherwise.

        (g) "Change in Capitalization" means any increase, reduction, change or
exchange of Shares for a different number or kind of shares or other securities
of the Company by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise.

        (h) "Change in Control" means any of the following events: (i) when the
Company or a Subsidiary acquires actual knowledge that any person (as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an
affiliate of the Company or a Subsidiary or an employee benefit plan





established or maintained by the Company, a Subsidiary or any of their
respective affiliates, is or becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities of the Company
representing more than twenty-five percent (25%) of the combined voting power of
the Company's then outstanding securities (a "Control Person"), (ii) upon the
first purchase of the Company's common stock pursuant to a tender or exchange
offer (other than a tender or exchange offer made by the Company, a Subsidiary
or an employee benefit plan established or maintained by the Company, a
Subsidiary or any of their respective affiliates), (iii) upon the approval by
the Company's stockholders of (A) a merger or consolidation of the Company with
or into another corporation (other than a merger or consolidation which is
approved by at least two-thirds of the Continuing Directors (as hereinafter
defined) or the definitive agreement for which provides that at least two-thirds
of the directors of the surviving or resulting corporation immediately after the
transaction are Continuing Directors (in either case, a "Non-Control
Transaction")), (B) a sale or disposition of all or substantially all of the
Company's assets or (C) a plan of liquidation or dissolution of the Company,
(iv) if during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board (the "Continuing Directors") cease
for any reason to constitute at least two-thirds thereof or, following a
Non-Control Transaction, two-thirds of the board of directors of the surviving
or resulting corporation; provided that any individual whose election or
nomination for election as a member of the Board (or, following a Non-Control
Transaction, the board of directors of the surviving or resulting corporation)
was approved by a vote of at least two-thirds of the Continuing Directors then
in office shall be considered a Continuing Director, or (v) upon a sale of (A)
common stock of the Bank if after such sale any person (as such term is used in
Section 13(d) and 14(d)(2) of the Exchange Act) other than the Company, an
employee benefit plan established or maintained by the Company or a Subsidiary,
or an affiliate of the Company or a Subsidiary, owns a majority of the Bank's
common stock or (B) all or substantially all of the Bank's assets (other than in
the ordinary course of business). No person shall be considered a Control Person
for purposes of clause (i) above if (A) such person is or becomes the beneficial
owner, directly or indirectly, of more than ten percent (10%) but less than
twenty-five percent (25%) of the combined voting power of the Company's then
outstanding securities if the acquisition of all voting securities in excess of
ten percent (10%) was approved in advance by a majority of the Continuing
Directors then in office or (B) such person acquires in excess of ten percent
(10%) of the combined voting power of the Company's then outstanding voting
securities in violation of law and by order of a court of competent
jurisdiction, settlement or otherwise, disposes or is required to dispose of all
securities acquired in violation of law.

        (i) "Code" means the Internal Revenue Code of 1986, as amended.

        (j) "Committee" means a committee consisting of at least three (3)
Disinterested Persons appointed by the Board to administer the Plan and to
perform the functions set forth herein.

        (k) "Company" means Valley National Bancorp, a New Jersey corporation.

        (l) "Disability" means the condition which results when an individual
has become permanently and totally disabled within the meaning of Section
105(d)(4) of the Code.

        (m) "Disinterested Person" means a person (within the meaning of Rule
16b-3 under the Exchange Act) who at the time he exercises discretion as a
member of the Committee is not and at any time within one (1) year prior thereto
has not been eligible for selection (within the meaning of Rule 16b-3 of the
Exchange Act) as a person to whom Shares may be allocated or to whom stock
options or stock appreciation rights may be granted pursuant to this Plan or any
other plan of the Company or any Subsidiary entitling participants therein to
acquire stock, stock options or stock appreciation rights of the Company or any
Subsidiary.


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        (n) "Eligible Employee" means any officer or other key employee of the
Company or a Subsidiary designated by the Committee as eligible to receive
Options or Awards subject to the conditions set forth herein.

        (o) "Escrow Agent" means the escrow agent under the Escrow Agreement,
designated by the Committee.

        (p) "Escrow Agreement" means an agreement between the Company, the
Escrow Agent and a Grantee, in the form specified by the Committee, under which
shares of Restricted Stock awarded pursuant hereto shall be held by the Escrow
Agent until either (a) the restrictions relating to such shares expire and the
shares are delivered to the Grantee or (b) the Company reacquires the shares
pursuant hereto and the shares are delivered to the Company.

        (q) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        (r) "Fair Market Value" means the fair market value of the Shares as
determined by the Committee in its sole discretion; provided, however, that (A)
if the Shares are admitted to quotation on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or other comparable
quotation system and have been designated as a National Market System ("NMS")
security, Fair Market Value on any date shall be the last sale price reported
for the Shares on such system on such date or on the last day preceding such
date on which a sale was reported, (B) if the Shares are admitted to quotation
on NASDAQ and have not been designated a NMS security, Fair Market Value on any
date shall be the average of the highest bid and lowest asked prices of the
Shares on such system on such date, or (C) if the Shares are admitted to trading
on a national securities exchange, Fair Market Value on any date shall be the
last sale price reported for the Shares on such exchange on such date or on the
last date preceding such date on which a sale was reported.

        (s) "Grantee" means a person to whom an Award has been granted under the
Plan.

        (t) "Incentive Stock Option" means an Option within the meaning of
Section 422A of the Code.

        (u) "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

        (v) "Option" means an Incentive Stock Option, a Nonqualified Stock
Option, or either or both of them.

        (w) "Optionee" means a person to whom an Option has been granted under
the Plan.

        (x) "Parent" means any corporation in an unbroken chain of corporations
ending with the Company, if each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock of one of the other corporations in such chain.

        (y) "Plan" means the Valley National Bancorp Long-term Stock Incentive
Plan as set forth in this instrument and as it may be amended from time to time.

        (z) "Restricted Stock" means Shares issued or transferred to an Eligible
Employee which are subject to restrictions as provided in Section 8 hereof.


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        (aa) "Retirement" means 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 (as defined in
the Plan) 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 the Plan only and shall be deemed to have terminated employment due
to Retirement for purposes of this Plan only.

        (ab) "Shares" means the common stock, no par value, of the Company
(including any new, additional or different stock or securities resulting from a
Change in Capitalization).

        (ac) "Stock Appreciation Right" means a right to receive all or some
portion of the increase in the value of shares of Common Stock as provided in
Section 7 hereof.

        (ad) "Subsidiary" means any corporation in an unbroken chain of
corporations, beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

        (ae) "Successor Corporation" means a corporation, or a parent or
subsidiary thereof, which issues or assumes a stock option in a transaction to
which Section 425(a) of the Code applies.

        (af) "Ten-Percent Stockholder" means an eligible Employee, who, at the
time an Incentive Stock Option is to be granted to him, owns (within the meaning
of Section 422A(b)(6) of the Code) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, a
Parent or a Subsidiary within the meaning of Section 422A(b)(6) of the Code.

     3. Administration.

        (a) The Plan shall be administered by the Committee which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan. The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum and a majority of a quorum may authorize any
action. Each member of the Committee shall be a Disinterested Person. No member
of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, the Options or the
Awards, and all members of the Committee shall be fully indemnified by the
Company with respect to any such action, determination or interpretation.

        Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time:

            (1) to determine those Eligible Employees to whom Options shall be
granted under the Plan and the number of Incentive Stock Options and/or
Nonqualified Options to be granted to each eligible Employee and to prescribe
the terms and conditions (which need not be identical) of each Option, including
the purchase price per share of each Option;


                                       4



            (2) to select those Eligible Employees to whom Awards shall be
granted under the Plan and to determine the number of shares of Restricted Stock
and/or Stock Appreciation Rights to be granted pursuant to each Award, the terms
and conditions of each Award, including the restrictions or performance criteria
relating to such shares or rights, the purchase price per share, if any, of
Restricted Stock and whether Stock Appreciation Rights will be granted alone or
in conjunction with an Option;

            (3) to construe and interpret the Plan and the Options and Awards
granted thereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan
or in any Agreement, in the manner and to the extent it shall deem necessary or
advisable to make the Plan fully effective, and all decisions and determinations
by the Committee in the exercise of this power shall be final and binding upon
the Company or a Subsidiary, the Optionees and the Grantees, as the case may be;

            (4) to determine the duration and purposes for leaves of absence
which may be granted to an Optionee or Grantee without constituting a
termination of employment or service for purposes of the Plan; and

            (5) generally, to exercise such powers and to perform such acts as
are deemed necessary or advisable to promote the best interests of the Company
with respect to the Plan.

     4. Stock Subject to Plan.

        (a) The maximum number of Shares that may be issued or transferred
pursuant to all Options and Awards under this Plan is 2,768,225 of which not
more than 350,976 Shares may be issued or transferred pursuant to Options and/or
Awards to any one Eligible Employee. Subject to the foregoing aggregate
limitations, the maximum number of Shares (i) that may be issued or transferred
pursuant to Options or Awards for Incentive Stock Options, Non-Qualified Stock
Options and Stock Appreciation Rights shall be 2,381,723 and (ii) that may be
issued or transferred pursuant to Awards of Restricted Stock shall be 386,502.
In each case. upon a Change in Capitalization after January 18, 1994, the Shares
shall be adjusted to the number and kind of Shares of stock or other securities
existing after such Change in Capitalization.

        The number of Shares set forth herein includes Shares awarded pursuant
to all Options and Awards issued or transferred under this Plan prior to the
date of the amendment to this section and the number of Shares takes into
account all Changes in Capitalization prior to January 18, 1994.

        (b) Whenever any outstanding Option or portion thereof expires, is
cancelled or is otherwise terminated (other than by exercise of the Option or
any related Stock Appreciation Right), the shares of Common Stock allocable to
the unexercised portion of such Option may again be the subject of Options and
Awards hereunder.

        (c) Whenever any Shares subject to an Award or Option are resold to the
Company, or are forfeited for any reason pursuant to the terms of the Plan, such
Shares may again be the subject of Options and Awards hereunder.

     5. Eligibility. Subject to the provisions of the Plan, the Committee shall
have full and final authority to select those eligible Employees who will
receive Options and/or Awards but no person shall receive any Options or Awards
unless he is an employee of the Company or a Subsidiary at the time the Option
or Award is granted.


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     6. Stock Options. The Committee may grant Options in accordance with the
Plan, the terms and conditions of which shall be set forth in an Agreement. Each
Option and Option Agreement shall be subject to the following conditions:

        (a) Purchase Price. The purchase price or the manner in which the
purchase price is to be determined for Shares under each Option shall be set
forth in the Agreement, provided that the purchase price per Share under each
Incentive Stock Option shall not be less than 100% of the Fair Market Value of a
Share at the time the Option is granted (110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder) and under each Nonqualified Stock
Option shall not be less than 80% of the Fair Market Value of a Share at the
time the Option is granted.

        (b) Duration. Options granted hereunder shall be for such term as the
Committee shall determine, provided that (i) no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from the date it is granted
(five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder) and (ii) no Nonqualified Stock Option shall be
exercisable after the expiration of ten (10) years and one (1) day from the date
it is granted. The Committee may, subsequent to the granting of any Option,
extend the term thereof but in no event shall the term as so extended exceed the
maximum term provided for in the preceding sentence.

        (c) Non-transferability. No Option granted hereunder shall be
transferable by the Optionee to whom granted otherwise than by will or the laws
of descent and distribution, and an Option may be exercised during the lifetime
of such Optionee only by the Optionee or his guardian or legal representative.
The terms of such Option shall be binding upon the beneficiaries, executors,
administrators, heirs and successors of the Optionee.

        (d) Stock Options; Vesting. Subject to Section 6(h) hereof, each Option
shall be exercisable in such installments (which need not be equal) and at such
times as may be designated by the Committee and set forth in the Option
Agreement. Unless otherwise provided in the Agreement, to the extent not
exercised, installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date the
Option expires. Upon the death, Disability or Retirement of an Optionee, all
Options shall become immediately exercisable. Notwithstanding the foregoing, the
Committee may accelerate the exercisability of any Option or portion thereof at
any time.

        (e) Method of Exercise. The exercise of an Option shall be made only by
a written notice delivered in person or by mail to the Secretary of the Company
at the Company's principal executive office, specifying the number of Shares to
be purchased and accompanied by payment therefor and otherwise in accordance
with the Agreement pursuant to which the Option was granted. The purchase price
for any shares purchased pursuant to the exercise of an Option shall be paid in
full upon such exercise in cash, by check, or, at the discretion of the
Committee and upon such terms and conditions as the Committee shall approve, by
transferring Shares to the Company. Any Shares transferred to the Company as
payment of the purchase price under an Option shall be valued at their Fair
Market Value on the day preceding the date of exercise of such Option. If
requested by the Committee, the Optionee shall deliver the Agreement evidencing
the Option and the Agreement evidencing any related Stock Appreciation Right to
the Secretary of the Company who shall endorse thereon a notation of such
exercise and return such Agreement to the Optionee. Not less than 100 Shares may
be purchased at any time upon the exercise of an Option unless the number of
Shares so purchased constitutes the total number of Shares then purchasable
under the Option.

        (f) Rights of Optionees. No Optionee shall be deemed for any purpose to
be the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised pursuant to the


                                       6



terms thereof, (ii) the Company shall have issued and delivered the Shares to
the Optionee, and (iii) the Optionee's name shall have been entered as a
stockholder of record on the books of the Company. Thereupon, the Optionee shall
have full voting, dividend and other ownership rights with respect to such
Shares.

        (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 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.

        (h) Effect of Change in Control. In the event of a Change in Control,
(A) all Options outstanding on the date of such Change in Control shall, for a
period of sixty (60) days following such Change in Control, become immediately
and fully exercisable, and (B) an Optionee will be permitted to surrender for
cancellation within sixty (60) days after such Change in Control any Option or
portion of an Option which was granted more than six (6) months prior to the
date of such surrender, to the extent not yet exercised, and to receive a cash
payment in an amount equal to the excess, if any, of (1) in the case of a
Nonqualified Stock Option, the Adjusted Fair Market Value of the Shares subject
to the Option or portion thereof surrendered or (2) in the case of an Incentive
Stock Option, the Fair Market Value of the Shares subject to the Option or
portion thereof surrendered, over the aggregate purchase price for such Shares
under the Option.


                                       7



        (i) Substitution and Modification. Subject to the terms of the Plan, the
Committee may modify outstanding Options or accept the surrender of outstanding
Options (to the extent not exercised) and grant new Options in substitution for
them. Notwithstanding the foregoing, no modification of an Option shall alter or
impair any rights or obligations under the Option without the Optionee's
consent.

     7. Stock Appreciation Rights. The Committee may, in its discretion, either
alone or in connection with the grant of an Option, grant Stock Appreciation
Rights in accordance with the Plan, the terms and conditions of which shall be
set forth in an Agreement. If granted in connection with an Option, a Stock
Appreciation Right shall cover the same shares covered by the Option (or such
lesser number of shares as the Committee may determine) and shall, except as
provided in this Section 7, be subject to the same terms and conditions as the
related Option.

        (a) Time of Grant. A Stock Appreciation Right may be granted:

            (i) at any time if unrelated to an Option; or

            (ii) if related to an Option, either at the time of grant, or at any
time thereafter during the term of the Option.

        (b) Stock Appreciation Rights Related to an Option.

            (i) Payment. A Stock Appreciation Right granted in connection with
an Option shall entitle the holder thereof, upon exercise of the Stock
Appreciation Right or any portion thereof, to receive payment of an amount
computed pursuant to Section 7(b)(iii).

            (ii) Exercise. Subject to Section 7(f), a Stock Appreciation Right
granted in connection with an Option shall be exercisable at such time or times
and only to the extent that the related Option is exercisable, and will not be
transferable except to the extent the related Option may be transferable. A
Stock Appreciation Right granted in connection with an Incentive Stock Option
shall be exercisable only if the Fair Market Value of a Share on the date of
exercise exceeds the purchase price specified in the related Incentive Stock
Option.

            (iii) Amount Payable. Except as otherwise provided in Section 7(g),
upon the exercise of Stock Appreciation Right related to an Option, the Grantee
shall be entitled to receive an amount determined by multiplying (A) the excess
of the Fair Market Value of a Share on the date of exercise of such Stock
Appreciation Right over the per Share purchase price under the related Option,
by (B) the number of Shares as to which such Stock Appreciation Right is being
exercised. Notwithstanding the foregoing, the Committee may limit in any manner
the amount payable with respect to any Stock Appreciation Right by including
such a limit in the Agreement evidencing the Stock Appreciation Right at the
time it is granted.

            (iv) Treatment of Related Options and Stock Appreciation Rights Upon
Exercise. Except as provided in Section 7(b)(v), (A) upon the exercise of a
Stock Appreciation Right granted in connection with an Option, the Option shall
be cancelled to the extent of the number of Shares as to which the Stock
Appreciation Right is exercised and (B) upon the exercise of an Option granted
in connection with a Stock Appreciation Right or the surrender of such Option
pursuant to Section 6(h), the Stock Appreciation Right shall be cancelled to the
extent of the number of Shares as to which the Option is exercised or
surrendered.


                                       8



            (v) Simultaneous Exercise of Stock Appreciation Right and Option.
The Committee may provide, either at the time a Stock Appreciation Right is
granted in connection with a Nonqualified Stock Option or thereafter during the
term of the Stock Appreciation Right, that, subject to Section 7(f), upon
exercise of such Option or the surrender of the Option pursuant to Section 6(h),
the Stock Appreciation Right shall automatically be deemed to be exercised to
the extent of the number of Shares as to which the Option is exercised or
surrendered. In such event, the Grantee shall be entitled to receive the amount
described in Section 7(b)(iii) or 7(g) hereof, as the case may be (or some
percentage of such amount if so provided in the Agreement evidencing the Stock
Appreciation Right), in addition to the Shares acquired or cash received
pursuant to the exercise or surrender of the Option. If a Stock Appreciation
Right Agreement contains an automatic exercise provision described in this
Section 7(b)(v) and the Option or any portion thereof to which it relates is
exercised within six (6) months from the date the Stock Appreciation Right is
granted, such automatic exercise provision shall not be effective with respect
to that exercise of the Option. The inclusion in an Agreement evidencing a Stock
Appreciation Right of a provision described in this Section 7(b)(v) may be in
addition to and not in lieu of the right to exercise the Stock Appreciation
Right as otherwise provided herein and in the Agreement.

        (c) Stock Appreciation Rights Unrelated to an Option. The Committee may
grant to Eligible Employees Stock Appreciation Rights unrelated to Options.
Stock Appreciation Rights unrelated to Options shall contain such terms and
conditions as to exercisability, vesting and duration as the Committee shall
determine, but in no event shall they have a term of greater than ten (10)
years. Upon the death, Disability or Retirement of a Grantee, all Stock
Appreciation Rights shall become immediately exercisable. Upon the death or
Disability of a Grantee, the Stock Appreciation Rights held by that Grantee
shall be exercisable for a period of one (1) year following such termination of
employment, and shall thereafter terminate. Upon the Retirement of a Grantee,
the Stock Appreciation Rights held by that Grantee shall be exercisable for a
period of ninety (90) days following such termination of employment, and shall
thereafter terminate. Except as otherwise provided in Section 7(g), the amount
payable upon exercise of such Stock Appreciation Rights shall be determined in
accordance with Section 7(b)(iii), except that "Fair Market Value of a Share on
the date of the grant of the Stock Appreciation Right" shall be substituted for
"purchase price under the related Option."

        (d) Method of Exercise. Stock Appreciation Rights shall be exercised by
a Grantee only by a written notice delivered in person or by mail to the
Secretary of the Company at the Company's principal executive office, specifying
the number of Shares with respect to which the Stock Appreciation Right is being
exercised. If requested by the Committee, the Grantee shall deliver the
Agreement evidencing the Stock Appreciation Right being exercised and the
Agreement evidencing any related Option to the Secretary of the Company who
shall endorse thereon a notation of such exercise and return such Agreements to
the Grantee.

        (e) Form of Payment. Payment of the amount determined under Sections
7(b)(iii) or 7(c), may be made solely in whole shares of Common Stock in a
number determined at their Fair Market Value on the date of exercise of the
Stock Appreciation Right or, alternatively, at the sole discretion of the
Committee, solely in cash, or in a combination of cash and Shares as the
Committee deems advisable. In the event that a Stock Appreciation Right is
exercised within the sixty-day period following a Change in Control, any amount
payable shall be solely in cash. If the Committee decides to make full payment
in Shares, and the amount payable results in a fractional Share, payment for the
fractional Share will be made in cash. Notwithstanding the foregoing, no payment
in the form of cash may be made upon the exercise of a Stock Appreciation Right
pursuant to Section 7(b)(iii) or 7(c) to an officer of the Company or a
Subsidiary who is subject to Section 16(b) of the Exchange Act, unless the
exercise of such Stock Appreciation Right is made


                                       9



during the period beginning on the third business day and ending on the twelfth
business day following the date of release for publication of the Company's
quarterly or annual statements of earnings.

        (f) Restrictions. No Stock Appreciation Right may be exercised before
the date six (6) months after the date it is granted, except in the event that
the death or Disability of the Grantee occurs before the expiration of the
six-month period.

        (g) Effect of Change in Control. In the event of a Change in Control,
subject to Section 7(f), all Stock Appreciation Rights shall, for a period of
sixty (60) days following such Change in Control, become immediately and fully
exercisable. Notwithstanding Sections 7(b)(iii) and 7(c), upon the exercise,
during the sixty (60) day period following a Change in Control, of a Stock
Appreciation Right (other than a Stock Appreciation Right granted in connection
with an Incentive Stock Option) or any portion thereof, the amount payable shall
be determined by reference to the Adjusted Fair Market Value (rather than by
reference to the Fair Market Value) of the Shares on the date of such exercise.

     8. Restricted Stock. The Committee may grant Awards of Restricted Stock
which shall be evidenced by an Agreement between the Company and the Grantee.
Each Agreement shall contain such restrictions, terms and conditions as the
Committee may require and (without limiting the generality of the foregoing)
such Agreements may require that an appropriate legend be placed on Share
certificates. Awards of Restricted Stock shall be subject to the following terms
and provisions:

        (a) Rights of Grantee.

            (i) Shares of Restricted Stock granted pursuant to an Award
hereunder shall be issued in the name of the Grantee as soon as reasonably
practicable after the Award is granted and the purchase price, if any, is paid
by the Grantee, provided that the Grantee has executed an Agreement evidencing
the Award, an Escrow Agreement, appropriate blank stock powers and any other
documents which the Committee, in its absolute discretion, may require as a
condition to the issuance of such Shares. If a Grantee shall fail to execute the
Agreement evidencing a Restricted Stock Award, an Escrow Agreement or
appropriate blank stock powers or shall fail to pay the purchase price, if any,
for the Restricted Stock, the Award shall be null and void. Shares issued in
connection with a Restricted Stock Award, together with the stock powers, shall
be deposited with the Escrow Agent. Except as restricted by the terms of the
Agreement, upon the delivery of the Shares to the Escrow Agent, the Grantee
shall have all of the rights of a stockholder with respect to such Shares,
including the right to vote the shares and to receive, subject to Section 8(d),
all dividends or other distributions paid or made with respect to the Shares.

            (ii) If a Grantee receives rights or warrants with respect to any
Shares which were awarded to him as Restricted Stock, such rights or warrants or
any Shares or other securities he acquires by the exercise of such rights or
warrants may be held, exercised, sold or otherwise disposed of by the Grantee
free and clear of the restrictions and obligations provided by this Plan.

        (b) Non-transferability. Until any restrictions upon the Shares of
Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth
in Section 8(c), such Shares shall not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated, nor shall they
be delivered to the Grantee. Upon the termination of employment of the Grantee,
all of such Shares with respect to which restrictions have not lapsed shall be
resold by the Grantee to the Company at the same price paid by the Grantee for
such Shares or shall be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company if no purchase price had
been paid for such Shares. The Committee may also impose such other restrictions
and conditions on the Shares as it deems appropriate.


                                       10



        (c) Lapse of Restrictions.

            (i) Restrictions upon Shares of Restricted Stock awarded hereunder
shall lapse at such time or times and on such terms, conditions and satisfaction
of performance criteria as the Committee may determine; provided, however, that
the restrictions upon such Shares shall lapse only if the Grantee on the date of
such lapse is then and has continuously been an employee of the Company or a
Subsidiary from the date the Award was granted.

            (ii) In the event of a Change in Control, all restrictions upon any
Shares of Restricted Stock shall lapse immediately and all such Shares shall
become fully vested in the Grantee thereof.

            (iii) In the event of termination of employment as a result of
death, Disability or Retirement of a Grantee, all restrictions upon Shares of
Restricted Stock awarded to such Grantee shall thereupon immediately lapse. The
Committee may also decide at any time in its absolute discretion and on such
terms and conditions as it deems appropriate, to remove or modify the
restrictions upon Shares of Restricted Stock awarded hereunder.

        (d) Treatment of Dividends. At the time of an Award of Shares of
Restricted Stock, the Committee may, in its discretion, determine that the
payment to the Grantee of dividends, or a specified portion thereof, declared or
paid on Shares of Restricted Stock by the Company shall be deferred until the
earlier to occur of (i) the lapsing of the restrictions imposed upon such
Shares, in which case such dividends shall be paid over to the Grantee, or (ii)
the forfeiture of such Shares under Section 8(b) hereof, in which case such
dividends shall be forfeited to the Company, and such dividends shall be held by
the Company for the account of the Grantee until such time. In the event of such
deferral, interest shall be credited on the amount of such dividends held by the
Company for the account of the Grantee from time to time at such rate per annum
as the Committee, in its discretion, may determine. Payment of deferred
dividends, together with interest accrued thereon as aforesaid, shall be made
upon the earlier to occur of the events specified in (i) and (ii) of the
immediately preceding sentence, in the manner specified therein.

        (e) Delivery of Shares. When the restrictions imposed hereunder and in
the Plan expire or have been cancelled with respect to one or more shares of
Restricted Stock, the Company shall notify the Grantee and the Escrow Agent of
same. The Escrow Agent shall then return the certificate covering the Shares of
Restricted Stock to the Company and upon receipt of such certificate the Company
shall deliver to the Grantee (or such Grantee's legal representative,
beneficiary or heir) a certificate for a number of shares of Common Stock,
without any legend or restrictions (except those required by any federal or
state securities laws), equivalent to the number of Shares of Restricted Stock
for which restrictions have been cancelled or have expired. A new certificate
covering Shares of Restricted Stock previously awarded to the Grantee which
remain restricted shall be issued to the Grantee and held by the Escrow Agent
and the Agreement, as it relates to such shares, shall remain in effect.

     9. Loans.

        (a) The Company or any Subsidiary may make loans to a Grantee or
Optionee in connection with the purchase of Shares pursuant to an Award or in
connection with the exercise of an Option, subject to the following terms and
conditions and such other terms and conditions not inconsistent with the Plan,
including the rate of interest, if any, as the Committee shall impose from time
to time.

        (b) No loan made under the Plan shall exceed the sum of (i) the
aggregate purchase price payable pursuant to the Option or Award with respect to
which the loan is made, plus (ii) the


                                       11



amount of the reasonably estimated income taxes payable by the Optionee or
Grantee with respect to the Option or Award. In no event may any such loan
exceed the Fair Market Value, at the date of exercise, of any such Shares.

         (c) No loan shall have an initial term exceeding ten (10) years;
provided, that loans under the Plan shall be renewable at the discretion of the
Committee; and provided, further, that the indebtedness under each loan shall
become due and payable, as the case may be, on a date no later than (i) one (1)
year after termination of the Optionee's or Grantee's employment due to death,
retirement or Disability, or (ii) the date of termination of the Optionee's or
Grantee's employment for any reason other than death, retirement or Disability.

         (d) Loans under the Plan may be satisfied by an Optionee or Grantee, as
determined by the Committee, in cash or, with the consent of the Committee, in
whole or in part by the transfer to the Company of Shares whose Fair Market
Value on the date of such payment is equal to the cash amount for which such
Shares are transferred.

         (e) A loan shall be secured by a pledge of Shares with a Fair Market
Value of not less than the principal amount of the loan. After partial repayment
of a loan, pledged shares no longer required as security may be released to the
Optionee or Grantee.

         (f) Every loan shall meet all applicable laws, regulations and rules of
the Federal Reserve Board and any other governmental agency having jurisdiction.

     10. Adjustment Upon Changes in Capitalization.

         (a) In the event of a Change in Capitalization, the Committee shall
conclusively determine the appropriate adjustments, if any, to the maximum
number and class of shares of stock with respect to which Options or Awards may
be granted under the Plan, the number and class of shares as to which Options or
Awards have been granted under the Plan, and the purchase price therefor, if
applicable.

         (b) Any such adjustment in the Shares or other securities subject to
outstanding Incentive Stock Options (including any adjustments in the purchase
price) shall be made in such manner as not to constitute a modification as
defined by Section 425(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422A and 425 of the Code.

         (c) If, by reason of a Change in Capitalization, a Grantee of an Award
shall be entitled to new, additional or different shares of stock or securities
(other than rights or warrants to purchase securities), such new additional or
different shares shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were applicable to the Shares or
units pursuant to the Award prior to such Change in Capitalization.

     11. Effect of Certain Transactions. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in which the Company
is not the surviving corporation or (iii) the sale or disposition of all or
substantially all of the Company's assets, the Plan and the Options and Awards
issued hereunder shall terminate on the effective date of such transaction,
unless provision is made in connection with such transaction for the assumption
of Options or Awards theretofore granted under the Plan, or the substitution for
such Options or Awards of new options or awards of the Successor Corporation,
with appropriate adjustment as to the number and kind of shares and the purchase
price for shares thereunder.


                                       12



     12. Release of Financial Information. A copy of the Company's annual report
to stockholders shall be delivered to each Optionee and Grantee at the time such
report is distributed to the Company's stockholders. Upon request the Company
shall furnish to each Optionee and Grantee a copy of its most recent annual
report and each quarterly report and current report filed under the Exchange
Act, since the end of the Company's prior fiscal year.

     13. Termination and Amendment of the Plan. The Plan shall terminate on the
day preceding the tenth anniversary of its effective date and no Option or Award
may be granted thereafter. The Board may sooner terminate or amend the Plan at
any time, and from time to time; provided, however, that, except as provided in
Sections 10 and 11 hereof, no amendment shall be effective unless approved by
the stockholders of the Company in accordance with applicable law and
regulations at an annual or special meeting held within twelve months before or
after the date of adoption of such amendment, where such amendment will:

         (a) increase the number of Shares as to which Options or Awards may be
granted under the Plan;

         (b) change the class of persons eligible to participate in the Plan;

         (c) change the minimum purchase price of Shares pursuant to Options or
Awards as provided herein;

         (d) extend the maximum period for granting or exercising Options
provided herein; or

         (e) otherwise materially increase the benefits accruing to Eligible
Employees under the Plan.

     Except as provided in Sections 10 and 11 hereof, rights and obligations
under any Option or Award granted before any amendment of the Plan shall not be
altered or impaired by such amendment, except with the consent of the Optionee
or Grantee, as the case may be.

     14. Non-Exclusivity of the Plan. The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

     15. Limitation of Liability. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to;

         (a) give any person any right to be granted an Option or Award other
than at the sole discretion of the Committee;

         (b) give any person any rights whatsoever with respect to Shares except
as specifically provided in the Plan;

         (c) limit in any way the right of the Company to terminate the
employment of any person at any time; or


                                       13



         (d) be evidence of any agreement or understanding, expressed or
implied, that the Company will employ any person in any particular position at
any particular rate of compensation or for any particular period of time.

     16. Regulations and Other Approvals; Governing Law.

         (a) This Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of New Jersey
without giving effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.

         (b) The obligation of the Company to sell or deliver Shares with
respect to Options and Awards granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

         (c) The Plan is intended to comply with Rule 16b-3 promulgated under
the Exchange Act and the Committee shall interpret and administer the provisions
of the Plan or any Agreement in a manner consistent therewith. Any provisions
inconsistent with such Rule shall be inoperative and shall not affect the
validity of the Plan.

         (d) Except as otherwise provided in Section 13, the Board may make such
changes as may be necessary or appropriate to comply with the rules and
regulations of any government authority or to obtain for Eligible Employees
granted Incentive Stock Options the tax benefits under the applicable provisions
of the Code and regulations promulgated thereunder.

         (e) Each Option and Award is subject to the requirement that, if at any
time the Committee determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
the issuance of Shares, no Options shall be granted or payment made or Shares
issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions
unacceptable to the Committee.

         (f) In the event that the disposition of Shares acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended, and is not otherwise exempt from such
registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act of 1933, as amended, or regulations thereunder,
and the Committee may require any individual receiving Shares pursuant to the
Plan, as a condition precedent to receipt of such Shares (including upon
exercise of an Option), to represent to the Company in writing that the Shares
acquired by such individual are acquired for investment only and not with a view
to distribution.

     17. Miscellaneous.

         (a) Multiple Agreements. The terms of each Option or Award may differ
from other Options or Awards granted under the Plan at the same time, or at some
other time. The Committee may also grant more than one Option or Award to a
given Eligible Employee during the term of the Plan, either in addition to, or
in substitution for, one or more Options or Awards previously granted to that
Eligible Employee. The grant of multiple Options and/or Awards may be evidenced
by a single Agreement or multiple Agreements, as determined by the Committee.


                                       14



         (b) Withholding of Taxes. The Company shall have the right to deduct
from any distribution of cash to any Optionee or Grantee an amount equal to the
federal, state and local income taxes and other amounts required by law to be
withheld with respect to any Option or Award. Notwithstanding anything to the
contrary contained herein, if an Optionee or Grantee is entitled to receive
Shares upon exercise of an Option or pursuant to an Award, the Company shall
have the right to require such Optionee or Grantee, prior to the delivery of
such Shares, to pay to the Company the amount of any federal, state or local
income taxes and other amounts which the Company is required by law to withhold.
The Agreement evidencing any Incentive Stock Options granted under this Plan
shall provide that if the Optionee makes a disposition, within the meaning of
Section 425(c) of the Code and regulations promulgated thereunder, of any Share
or Shares issued to him or her pursuant to his or her exercise of the Incentive
Stock Option within the two-year period commencing on the day after the date of
grant of such Option or within the one-year period commencing on the day after
the date of transfer of the Share or Shares to the Optionee pursuant to the
exercise of such Option, he or she shall, within ten (10) days of such
disposition, notify the Company thereof and immediately deliver to the Company
any amount of federal income tax withholding required by law.

         (c) Designation of Beneficiary. Each Optionee and Grantee may, with the
consent of the Committee, designate a person or persons to receive in the event
of his/her death, any Option or Award or any amount payable pursuant thereto, to
which he/she would then be entitled. Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in writing. If an
Optionee fails effectively to designate a beneficiary, then his/her estate will
be deemed to be the beneficiary.

     18. Effective Date. The effective date of the Plan shall be the date of its
adoption by the Board, subject only to the approval by the affirmative vote of a
majority of the votes eligible to be cast at a meeting of stockholders to be
held within twelve (12) months of such adoption.


                                       15