WITH JAMES JEFFERSON TORBERT
AGREEMENT dated March 1, 1999, between Valley National Bank (the "Employer"), and James Jefferson
Torbert (the "Employee"). For and in consideration of $100, the employment provisions described below, and
good and valuable other consideration, the parties agree as follows:
1. Employment. The Employer employs the Employee and the Employee accepts employment upon the terms
and conditions of this Agreement.
2. Term. The term of this Agreement shall begin on March 1, 1999 and shall terminate on the same date in 2001.
The term automatically shall extend for additional periods of one (1) year at the end of each term unless written
notice has been given by either party to terminate within 30 days prior to the end of the current term.
3. Compensation. As compensation for the services to be rendered by Employee during the period of his
employment hereunder, and upon the condition that Employee shall fully and faithfully keep and perform all of the
terms and conditions hereof, Employer shall pay Employee a salary of $65,000 ("Base Salary") per year, less
income tax withholdings and other normal employee deductions, provided, that the rate of such Base Salary shall
be reviewed by the Board of Directors not less often than annually. Such Base Salary, or increased rate of salary,
if any, as the case may be, may be further increased (but not decreased) from time to time in such amounts as the
Board of Directors in its discretion may decide. Such Base Salary shall be payable in accordance with the
customary payroll practices of Employer, but in no event less frequently than monthly. This Agreement shall not
be deemed terminated if the Board of Directors or stockholders of Employer shall determine to increase the
compensation of Employee for any period of time.
4. Duties. The Employee is engaged as Executive Vice President of the Employer. The precise services of the
Employee may be extended or curtailed by the Empl