Amendments. The Board may amend, alter, suspend, discontinue or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approval if such approval is necessary to comply with the listing requirements of The NASDAQ Stock Market or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition, any such amendment shall be in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.

Amendments. No amendment or modification of this Agreement will be deemed effective unless made in writing and signed by the parties hereto.

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

Amendments. This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, and actions consented to, only by a duly authorized agreement in writing which makes reference to this Agreement and is executed by each Party.

Amendments. The Committee may at any time alter or amend this option to the extent # permitted by law, # permitted by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, # permitted under applicable provisions of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended (including rule 16b-3 thereof), and # that such action would not result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder). Notwithstanding anything to the contrary contained herein, the Committee may not take any action that would result in any amount payable under this option qualifying as "applicable employee remuneration" as so defined for purposes of Section 162(m) of the Code.

Amendments. This Agreement may not be amended except by written agreement signed by Valley and by the Shareholder.

Amendments For the 2008 Plan Year, only Salary and Short Term Incentive Awards paid after Termination of Employment may be contributed to the Plan

Amendments. Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the Member.

Waiver. The Loan Parties hereby acknowledge, represent and warrant that, as of the date hereof, # immediately prior to the effectiveness of this Amendment, the Specified Events of Default and Ancillary Events of Default have occurred, have not been waived and remain outstanding under the Credit Agreement, and # immediately after giving effect to this Amendment, no other Default or Event of Default has occurred and is continuing. Effective upon the satisfaction of the conditions set forth in Section 4 hereof, the Lenders and Administrative Agent waive the Specified Events of Default and Ancillary Events of Default. The waiver set forth herein is only effective as to the matters referenced herein. The waiver will not be deemed a waiver or consent to the breach by any Loan Party of other covenants or agreements contained in the Credit Agreement or the other Loan Documents with respect to any other transaction or matter. Each Loan Party agrees that the waiver set forth herein is limited to the precise meaning of the words as written herein and will not be deemed to # be a consent to, or any waiver or modification of, any other term or condition of the Credit Agreement or any other Loan Document, or # prejudice any other right or remedy that the Lenders or Administrative Agent may now have or may in the future have

Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.