425

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 8, 2014

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1455 Valley Road, Wayne, New Jersey	07470
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01 Regulation FD Disclosure

Valley National Bancorp (“Valley”) is furnishing presentation materials used in connection with an investor call held after the announcement of the Merger (as defined below). The presentation materials are included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update these presentation materials. The information being furnished pursuant to Item 7.01 of this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 8.01 Other Events

On May 8, 2014, Valley announced its entry into an Agreement and Plan of Merger with 1^st United Bancorp, Inc. (“1^st United”), providing for the merger of 1^st United with and into Valley, with Valley as the surviving entity.

Valley and 1^st United issued a joint press release in connection with the announcement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Valley intends to file a joint proxy statement/prospectus with the Securities and Exchange Commission (the “Commission”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus, and other documents filed by Valley with the Commission at the Commission’s web site at www.sec.gov. These documents may be accessed and downloaded for free at Valley’s web site at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of 1^st United or Valley. However, Valley, 1^st United, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from 1^st United’s shareholders in respect of the merger and the solicitation of proxies from Valley’s shareholders in respect of the amendment to its certificate of incorporation to increase the authorized common shares. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on March 10, 2014 and can be obtained free of charge from Valley’s website. Information regarding the directors and executive officers of 1^st United may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on April 17, 2014 and can be obtained free of charge from 1^st United’s website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of 1st United with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe including, without limitation; the inability to realize expected cost savings and synergies from the merger of 1st United with Valley in the amounts or in the

timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; failure to obtain the FDIC’s consent to the assignment of the shared-loss agreements with 1st United to Valley; material adverse changes in Valley’s or 1st United’s operations or earnings; the inability to retain 1st United’s customers and employees; or a decline in the economy, mainly in New Jersey, New York and Florida, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2013. Valley assumes no obligation for updating any such forward-looking statement at any time.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Valley National Bancorp presentation materials used for investor call regarding the Merger on May 8, 2014.
99.2	Joint Press Release, dated May 8, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  May 8, 2014	VALLEY NATIONAL BANCORP
	By:	/s/ Alan D. Eskow
		Alan D. Eskow
		Senior Executive Vice President &
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Valley National Bancorp presentation materials used for investor call regarding the Merger on May 8, 2014.
99.2	Joint Press Release, dated May 8, 2014.

EX-99.1

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Expansion into Florida’s Desirable Urban Banking Markets Valley National Bancorp to Acquire Florida’s 1st United Bancorp EXHIBIT 99.1

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. 2 Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed business combination (“Merger”) between Valley National Bancorp (“Valley”) (NYSE:VLY) and 1st United Bancorp, Inc. (“1st United”) (Nasdaq: FUBC). Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of 1st United with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe including, without limitation; delays in closing the Merger; reaction to the Merger of 1st United’s customers and employees; the diversion of management’s time on issues relating to the Merger; the inability to realize expected cost savings and synergies from the Merger of 1st United with Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; failure to obtain the FDIC’s consent to the assignment of the shared-loss agreements with 1st United to Valley; changes in the stock price of Valley from the date of the merger announcement to the closing date; material adverse changes in Valley’s or 1st United’s operations or earnings; the inability to retain 1st United’s customers and employees; or a decline in the economy, mainly in New Jersey, New York and Florida, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2013 and 1st United’s Annual Report on Form 10-K for the year ended December 31, 2013. Neither Valley nor 1st United assumes any obligation for updating any such forward-looking statement at any time.

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. 3 Additional Information and Where to Find it This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Valley intends to file a Registration Statement on Form S-4 that will include a joint proxy statement of Valley and 1st United and a prospectus of Valley with the Securities and Exchange Commission. Both Valley and 1st United may file other documents with the SEC regarding the proposed transaction. A definitive joint proxy statement will be mailed to the shareholders of Valley and 1st United. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Valley and 1st United at the Commission’s website at www.sec.gov. These documents may be accessed and downloaded for free at Valley’s website at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380 or at www.1stunitedbankfl.com or by directing a request to John Marino, President and Chief Financial Officer, 1st United Bancorp, Inc. at One N. Federal Highway, Boca Raton, Florida 33432, telephone (561) 362-3435. Participants in the Solicitation This communication is not a solicitation of a proxy from any security holder of 1st United or Valley. However, Valley, 1st United, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from 1st United’s shareholders in respect of the merger and the solicitation of proxies from Valley’s shareholders in respect of the amendment to its certificate of incorporation to increase the authorized common shares. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on March 10, 2014 and can be obtained free of charge from Valley’s website. Information regarding the directors and executive officers of 1st United may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on April 17, 2014 and can be obtained free of charge from 1st United’s website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. + Retention of Key Executives + VLY’s History of Timely and Seamless Integrations + Comprehensive Due Diligence + Earnings Accretive + Modest Tangible Book Value Dilution + Immediately Accretive to Tier I Regulatory Capital + Similar Corporate Culture + Strong Lending Platform + Low Cost Deposit Structure + Business Friendly + High Growth Potential + Complementary to VLY Franchise Valley National & 1st United A Perfect Fit Strong Addition to Franchise Strategically Attractive Market Low Execution Risk Financially Attractive Transaction 4

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Strategically Attractive Market 5 Why Florida? Business Friendly • #1 tax climate for businesses in the Southeast U.S. • Zero personal income tax is advantageous for middle market businesses and high net worth individuals • 5.5% Corporate Business Tax Rate • “Right to Work” state with pro-business Governor and legislative agenda • Competitive cost of doing business results from lower land, labor & capital costs High Growth Potential • Entrance into historically high growth market • Adding franchise with strong organic and acquisitive growth history • 1st United’s experienced management team has built three major Florida banking franchises Complementary to VLY Franchise • Low cost deposit funding source for Franchise • Opportunity to expand VLY’s successful product niches into a new market – Residential Lending – Consumer Lending • Retains strong capital on larger business, earning asset base

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Strategically Attractive Market 2.1 % 2.3 % 2.4 % 1.2 % 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 2012 Job Growth Florida’s Demographics Tampa Orlando Treasure Coast 5.5 % 4.3 % 7.4 % 4.9 % 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 29% 22% 11% 1% Population of Florida in MSAs Miami Tampa Orlando Treasure Coast Projected Population Change 2013 - 2018 Florida Facts ● Population: 19.6 million –3rd largest in US by 2015 ● 2013 – 2018 Projected Population Change: +5.06% ● +$777 billion in state GDP – 4th largest in US ● +$779 billion in personal income – 1st in Southeast ● 95 million tourists visit & spend ~$70 billion per year ● More than $158 billion in annual merchandise trade ● 12 state universities, 6 major medical schools and numerous private colleges and universities 63% of FL Source: BEBR; Enterprise Florida; SNL Financial, U.S. Bureau of Labor Statistics 6 Miami (Palm Beach) (Broward) (Miami - Dade) MSAs:

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Strong Addition to Franchise Why 1st United? 7 Capitalizing on Excellent, Experienced & Compatible Florida Bank Management Instantly Provides Presence in Desirable Urban Florida Markets Synergistic Opportunities with VLY’s Operational Efficiency in Retail & Consumer Lending Enhances Valley’s Long-Term Deposit Funding Capability Management’s Experience in Franchise Development Diversifies VLY’s Geographic Concentration

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Strong Addition to Franchise Overview Financial Highlights 3/31/2014 Assets $1.7 Billion Loans $1.2 Billion Deposits $1.4 Billion Tangible Common Equity $168 Million ROAA 0.62% NIM 4.97% TCE / TA 10.03% Non-Covered NPAs / Total Assets 0.87% Tangible Book Value per Common Share (period end) $4.86 Period Ending Common Shares Outstanding 34,489,547 About 1st United • Founded in 2003 by acquisition of Advantage Bank • Headquartered in Boca Raton, FL • Currently the 7th largest bank headquartered in FL by deposits • Enviable core deposit franchise with 38% non-interest bearing deposits • Significant organic and acquisitive growth – Solid asset generation capabilities – 8 acquisitions (3 FDIC failed bank) • Strong reputation for regulatory compliance and excellent relationship with regulators 8

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Financially Attractive Transaction Consideration & Structure Structure •100% common stock consideration; 0.89 / 1 exchange ratio* Transaction Value •~$312 million** Taxable / Non Taxable •Non-taxable merger transaction Pricing Multiples (Based on VLY 5/5/14 Close of $9.83) Price / Tangible Book •1.80x Price / Book •1.28x Price / 2015 Estimated EPS •17.8x (Does not include projected cost saves) Market Premium •19.8% Core Deposit Premium •16.7% Financial Impact & Assumptions Earnings •Estimated to be EPS accretive in 2015 (excludes substantial identified synergies) Tangible Book Value Earn-back •Approximately 4.25 years (Initial dilution of 2.7% inclusive of purchase accounting marks) Capital •Immediately accretive to Tier I RBC ratio and TCE / TA Loan Mark •~1.93% of Non-Covered Loans (includes ALLL balance as of 3/31/14) Cost Saves •~25% of 2013 of non-interest expense (28% of recurring 2014 projected non-interest expense) Transaction One-Time Charges •~$26 million after tax Closing & Other Due Diligence •~70% of non-covered loan portfolio reviewed by Valley’s experienced staff Approvals •Subject to customary regulatory, FDIC Loss Share, FUBC shareholder approval for merger and VLY shareholder approval of authorized common share increase Management Transitions •VLY inherits strong seasoned Florida bank management team Expected Closing •4Q 2014 Key Terms *Exchange ratio subject to a cuff and collar as outlined in the merger agreement **Includes cash consideration paid to option holders, based on VLY 5/5/14 close of $9.83 9

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. • Increased Lending Limit • Residential Lending • Auto Lending / Floor Plan Lending Enhancements • Trust Services • Asset Management Services • Insurance Services Wealth Management & Trust Services • 24/7 Customer Service • Mobile Banking Delivery Channels Enhancements Products & Services Likely Synergies / Enhancements 10

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Low Execution Risk • Rudy Schupp (CEO) to lead VLY’s Florida Operation • Warren Orlando (Chairman) & John Marino (President & CFO) will be prominent in leading the integration and client retention effort • Non-compete agreements with executive management • VLY has a proven track record of timely and seamless integrations with acquired institutions • Comprehensive due diligence – 72% of non-covered commercial loans – 55% of non-covered consumer loans • Technology has dramatically increased VLY’s ability to manage risk in remote locations – Remote deposit capture, video conferencing & Internet/mobile delivery channels • Consumer loans originated in Florida but underwritten and serviced in NJ Year Recent Bank Acquisitions State Asset Size Days to Convert 2014 1 st United Bank FL $1.7 billion 2012 State Bank of Long Island NY $1.6 billion 90 2010 The Park Avenue Bank (FDIC) NY $0.5 billion 91 2010 LibertyPointe Bank (FDIC) NY $0.2 billion 86 2008 Greater Community Bank NJ $1.0 billion 40 2005 NorCrown Bank NJ $0.6 billion 50 2005 Shrewsbury State Bank NJ $0.4 billion 51 2001 Merchants Bank NY $1.4 billion 103 Proven Acquirer & Retention of Key Personnel 11

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Valley’s Franchise • Current Franchise Includes: – 204 Branches – 16 Counties • VLY’s headquarters • Centralized location for operations, consumer underwriting and loan/deposit servicing • Focus on organic growth commensurate with VLY’s credit and interest rate risk profiles • Open to additional M&A opportunities New Jersey & New York NJ 72% NY 19% Loans NJ 68% NY 21% Deposits 12

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Valley’s Franchise • New Franchise includes: – 21 Branches – 8 Counties • VLY has familiarity with Florida markets – Auto & Residential Lending • Florida consumers have familiarity with VLY – Large migration from NJ & NY to FL • Springboard for future organic and M&A growth in Florida • Local commercial underwriting • Incentives for key staff and lender retention Future Florida Franchise FL 9% Loans FL 11% Deposits 13

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Financial Highlights (1) Valley 3/31/2014 1st United 3/31/2014 Pro-Forma 3/31/2014 Assets ($ Billion) $16.3 $1.7 $18.1 Loans ($ Billion) $11.7 $1.2 $12.9 Covered Loans ($ Billion) $0.1 $0.2 $0.3 Deposits ($ Billion) $11.3 $1.4 $12.7 Branches 204 21 225 Tangible Common Equity / Tangible Assets (1) 6.91% 10.03% 7.00% Tangible Common Equity / Risk Weighted Assets (1) 9.21% 14.65% 9.40% Leverage Ratio 7.37% 10.09% 7.38% Tier I Risk Based Capital Ratio 9.72% 14.70% 9.90% Total Risk Based Capital Ratio 11.85% 15.58% 11.85% Pro-Forma Impact Financial Summary 14 (1) See Non-GAAP disclosures on slide 18.

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Pro-Forma Impact Loan Composition Commercial Real Estate 44% 1-4 Family 21% Commercial & Industrial 17% Auto 8% Other Consumer 6% Construction 4% Valley Commercial Real Estate 62% 1-4 Family 15% Commercial & Industrial 18% Other Consumer 1% Construction 4% 1st United Commercial Real Estate 46% 1-4 Family 21% Commercial & Industrial 17% Auto 7% Other Consumer 5% Construction 4% Pro-Forma Loan Portfolio (millions) Amount % Commercial Real Estate $5,136 44% Residential Mortgage 2,479 21% Commercial & Industrial 2,040 17% Auto Loans 957 8% Other Consumer 669 6% Construction and Development 414 4% Total Loans $11,695 100% Loan Portfolio (millions) Amount % Commercial Real Estate $717 62% Residential Mortgage 178 15% Commercial & Industrial 212 18% Auto Loans - 0% Other Consumer 11 1% Construction and Development 41 4% Total Loans $1,159 100% Loan Portfolio (millions) Amount % Commercial Real Estate 5,853 46% Residential Mortgage 2,657 21% Commercial & Industrial 2,252 17% Auto Loans 957 7% Other Consumer 680 5% Construction and Development 455 4% Total Loans $12,854 100% 15

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Pro-Forma Impact Deposit Composition Non-Interest Bearing Deposits 33% Interest Bearing Deposits 48% Time Deposits 19% Valley Non-Interest Bearing Deposits 38% Interest Bearing Deposits 42% Time Deposits 20% 1st United Non-Interest Bearing Deposits 33% Interest Bearing Deposits 48% Time Deposits 19% Pro-Forma Deposit Portfolio (millions) Amount % Non-Interest Bearing Deposits $3,705 33% Interest Bearing Deposits 5,450 48% Time Deposits 2,113 19% Total Deposits $11,268 100% Deposit Portfolio (millions) Amount % Non-Interest Bearing Deposits $540 38% Interest Bearing Deposits 602 42% Time Deposits 288 20% Total Deposits $1,429 100% Deposit Portfolio (millions) Amount % Non-Interest Bearing Deposits $4,245 33% Interest Bearing Deposits 6,052 48% Time Deposits 2,400 19% Total Deposits $12,697 100% 16

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Valley National Bancorp • Focus on credit quality • Measured growth strategies • Never had a losing quarter • Heavily populated footprint • Strong customer service • Experienced senior and executive management • Experienced commercial lender • Large percentage of retail ownership – Long-term investment approach – Focus on cash and stock dividends • Large insider ownership, family members, retired employees and retired directors Our Approach Will Not Change 17

© 2014 Valley National Bank. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Non-GAAP Disclosure Reconciliations 18 3/31/2014 ($ in Thousands) VLY 3/31/2014 FUBC 3/31/2014 Pro-Forma* 3/31/2014 Total Assets $16,344,464 $1,738,395 $18,128,539 Less: Goodwill & Other Intangible Assets (462,420) (67,603) (611,880) Total Tangible Assets (TA) $15,882,044 $1,670,792 $17,516,659 Total Equity $1,559,889 $235,241 $1,837,653 Less: Goodwill & Other Intangible Assets (462,420) (67,603) (611,880) Total Tangible Common Equity (TCE) $1,097,469 $167,638 $1,225,773 Risk Weighted Assets (RWA) $11,918,661 $1,144,325 $13,045,016 Ratios TCE / TA 6.91% 10.03% 7.00% TCE / RWA 9.21% 14.65% 9.40% * Pro-Forma includes estimated purchase accounting adjustments

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Contact:	Valley National Bancorp	1st United Bancorp, Inc.
	Dianne M. Grenz, EVP	John Marino, President
	Director of Sales, Shareholder &	and Chief Financial Officer
	Public Relations	561-616-3046
	973-305-4005

VALLEY NATIONAL BANCORP TO ACQUIRE 1^st UNITED BANCORP, INC. AND ENHANCE ITS GROWTH OPPORTUNITIES BY EXPANDING INTO DESIRABLE FLORIDA URBAN BANKING MARKETS

WAYNE, New Jersey and Boca Raton, Florida – Thursday, May 8, 2014 – The Boards of Directors of Valley National Bancorp (“Valley”) (NYSE:VLY) and 1^st United Bancorp, Inc. (“1^st United”) (Nasdaq: FUBC) announced today that the companies have entered into a merger agreement whereby the common shareholders of 1^st United will receive 0.89 of a share of Valley common stock for each 1^st United share they own, subject to adjustment in the event Valley’s average stock price falls below $8.09 or rises above $12.13 prior to closing. The transaction is valued at an estimated $312 million, based on Valley’s closing stock price on May 5, 2014 (and includes the cash consideration that will be paid to 1^st United stock option holders).

1^st United, and its wholly-owned subsidiary, 1^st United Bank, with approximately $1.7 billion in assets, $1.2 billion in loans, and $1.4 billion in deposits, has a 21 branch network covering the most attractive urban banking markets in Florida, including locations throughout southeast Florida, the Treasure Coast, central Florida and central Gulf Coast regions. This bold and unique expansion opportunity will provide an entrée for Valley into Florida’s high growth market, beyond its traditional Northeastern regional footprint. 1^st United’s experienced management team will join Valley to lead its continued expansion efforts in Florida, and complement Valley’s growth initiatives in the New Jersey and New York Metropolitan markets. Valley’s decision to enter the Florida market was due to, among other things, Valley’s sizable residential mortgage and automobile lending platforms, past real estate and consumer lending experience in the Florida markets, as well as bolstered by the following attractive key demographics and facts about Florida:

• The 4^th largest population in the U.S. (projected to be 3^rd largest by 2015);

• Projected population change +5 percent over the next 3 years;

• Highly attractive tax climate, business friendly attitude with a strong labor force;

• The 21^st largest economy in the world & 4^th largest GDP in the U.S.;

• Personal income ranked 1^st in the Southeast; and

• A high level of organic and bank acquisition expansion opportunities.

Valley anticipates that the merger with 1^st United will be a non-taxable transaction. The combined company is expected to have approximately $18.1 billion in assets, $12.9 billion in loans, $12.7 billion in deposits,

1

225 branches covering northern and central New Jersey, New York (including Manhattan, Brooklyn, Queens and Long Island), and southeast and central Florida.

“Valley has always employed a highly focused geographic growth strategy based on creating long-term shareholder value, however, we ultimately welcomed this tremendous opportunity to expand into one of the premiere growth markets of the United States,” remarked Valley Chairman, President & CEO Gerald H. Lipkin. Mr. Lipkin added, “1^st United is currently the seventh largest publicly-held bank headquartered in Florida by deposits, and shares a similar corporate culture to Valley. With its middle market commercial corporate emphasis, 1^st United has an experienced and conservative banking team, and strong core deposit and capital bases. Rudy Schupp, 1^st United’s CEO, with the support of their Board of Directors led by Chairman Warren Orlando along with President and Chief Financial Officer John Marino, have done an excellent job of opportunistically expanding the 1^st United franchise since 2003. We are excited about their team’s competitive positioning and attractive client base. With this merger, we add a well-positioned institution located in regions of Florida with very strong demographics that should provide us the necessary springboard for the initial introduction of the Valley brand, as well as a strong foundation for future growth opportunities. We would like to extend our warmest welcome to the 1^st United Shareholders, customers, and employees and we look forward to you joining the Valley family.”

The Boards of Directors of both companies after extensive review and due diligence have unanimously approved the transaction. Transaction closing is anticipated early in the fourth quarter of 2014, subject to approvals from regulators, 1^st United shareholder approval of the merger and Valley shareholder approval of an amendment of its certificate of incorporation to increase its authorized common shares, as well as other customary conditions.

Commenting on the announcement, 1^st United’s CEO Rudy Schupp stated, “We at 1^st United are excited about combining with Valley and the opportunity it provides our shareholders, customers, and employees. Valley's substantial resources, similar culture, additional commercial and consumer product lines, and shared growth aspirations, combined with our team of Florida bankers, will provide the valuable ingredients needed to expand the Florida franchise for Valley to levels that we expect will make a tremendous contribution to Valley's future results.”

Terms of Agreement

Under the terms of the definitive agreement signed by the companies, each 1^st United shareholder will receive 0.89 shares of Valley National Bancorp common stock for each share of 1^st United common stock. In the event Valley’s average share price during the 20 business day period ending 5 days prior to closing is less than $8.09, then Valley will increase the 0.89 exchange ratio so that 1^st United shareholders receive $7.20 in Valley common stock or $7.20 in Valley common stock and cash for each 1^st United share they hold. In the event Valley’s average share price during the 20 business day period ending 5 days prior to closing is greater than $12.13, then Valley will decrease the 0.89 exchange ratio so that 1^st United shareholders receive $10.80 in Valley common stock for each 1^st United share they hold.

Valley has successfully completed six bank and branch network acquisitions over the last ten years. Each merger was completed efficiently and with no disruption to the existing customer service.

2

Combination of Strong and Well-Capitalized Banks

With the exception of its geographic location, this transaction with 1^st United has similar characteristics to the whole-bank acquisitions undertaken by Valley throughout its history. It is designed to deliver profitable growth while maintaining strong credit quality and a well-capitalized balance sheet. Selected data for the combined entity, on a pro-forma basis as of March 31, 2014, include:

• Over $18 billion in assets

• Nearly $13 billion in loans

• 225 branches, including 161 in northern and central New Jersey, 43 in Manhattan, Brooklyn, Queens and Long Island, and 21 in southeast and central Florida

• Regulatory ratios above minimum levels required to be considered “well-capitalized.”

1^st United Bank’s executive and operations center in West Palm Beach, Florida will become Valley’s Florida Regional Office. As is the case with Valley’s other regional lending divisions throughout New Jersey and the boroughs of New York, the Bank’s regional lending and decision making will be made by local lenders, led by Mr. Schupp, based in West Palm Beach. Leveraging technology, including remote deposit capture, and video conferencing, Valley will support Mr. Schupp and their team with minimum disruption to clients. Already, Valley supports decentralized lending operations in New Jersey, New York City and Long Island. Additionally, Valley’s larger lending limits, broad range of consumer loan products, coupled with trust, insurance and investment advisory services should provide more flexibility and opportunities for the new Florida Region Team to grow the franchise in Florida.

Transaction Summary

Following are selected terms and metrics associated with the transaction based upon current projections:

• Purchase price represents a 0.89 for 1 exchange ratio

• Total transaction value of approximately $312 million

• Price to tangible book value of 1.80x

• Tangible book value dilution of 2.7 percent with an expected 4.25 year earn-back period

• Anticipated to be accretive to earnings in 2015

• 16.7 percent core deposit premium

Valley was advised by MG Advisors, Inc., the investment banking firm of Sandler, O’Neill & Partners, L.P., and the law firm of Day Pitney LLP. 1^st United was advised by the investment banking firm of Keefe, Bruyette & Woods, a Stifel Company, as well as the law firm of Gunster, Yoakley & Stewart, P.A.

Investor Conference Call

Executives from Valley and 1^st United will host a conference call with investors and the financial community at 10:00 AM Eastern Daylight Time, on Thursday, May 8, 2014 to discuss this transaction. Those wishing to participate in the call may dial toll-free (866) 814-8476. Investor presentation materials on this transaction will be made available prior to the conference call at www.valleynationalbank.com and www.1stunitedbankfl.com. A replay of the teleconference will be available beginning at 12:00 PM

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on May 8, 2014 and ending at 11:59 PM on May 19, 2014 by dialing 800-475-6701 (International – 1-320-365-3844), access code 326724.

The teleconference will also be webcast live and archived on Valley’s website through May 19, 2014.

About Valley

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey with $16.3 billion in assets. Its principal subsidiary, Valley National Bank, currently operates 204 branches in 144 communities serving 16 counties throughout northern and central New Jersey, Manhattan, Brooklyn, Queens and Long Island. Valley National Bank is one of the largest commercial banks headquartered in New Jersey and is committed to providing the most convenient service, the latest in product innovations and an experienced and knowledgeable staff with a high priority on friendly customer service 24 hours a day, 7 days a week. For more information about Valley National Bank and its products and services, please visit www.valleynationalbank.com or call our 24/7 Customer Service Center at 800-522-4100.

About 1^st United

1^st United is a $1.7 billion financial holding company headquartered in Boca Raton, Florida. 1^st United's principal subsidiary, 1^st United Bank, is a Florida chartered commercial bank, which operates 21 branches in southeast and central Florida, including Brevard, Broward, Hillsborough, Indian River, Miami-Dade, Orange, Palm Beach, and Pinellas Counties. 1st United Bank, which has grown both through organic growth and opportunistic acquisitions, has carved out a special niche in the Florida marketplace by listening to the needs of its customers and community businesses and focused on relationship building with customers, investors and business leaders. 1^st United's principal executive office and mailing address is One North Federal Highway, Boca Raton, FL 33432 and its telephone number is (561) 362-3431. 1^st United's stock is listed on the NASDAQ Global Select Market under the symbol "FUBC". 1^st United maintains a website at www.1stunitedbankfl.com with corporate, investor and branch banking information.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed merger, Valley intends to file a Registration Statement on Form S-4 that will include a joint proxy statement of Valley and 1^st United and a prospectus of Valley with the Securities and Exchange Commission.  Both Valley and 1^st United may file other documents with the SEC regarding the proposed transaction. A definitive joint proxy statement will be mailed to the shareholders of Valley and 1^st United. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Valley and 1^st United at the Commission’s website at www.sec.gov.  These documents may be accessed and downloaded for free at Valley’s website at http://www.valleynationalbank.com/filings.html or by directing a request to Dianne M. Grenz, Executive Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470,

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telephone (973) 305-3380 or at www.1stunitedbankfl.com or by directing a request to John Marino, President and Chief Financial Officer, 1^st United Bancorp, Inc. at One N. Federal Highway, Boca Raton, Florida 33432, telephone (561) 362-3435.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of 1^st United or Valley.  However, Valley, 1^st United, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from 1^st United’s shareholders in respect of the merger and the solicitation of proxies from Valley’s shareholders in respect of the amendment to its certificate of incorporation to increase the authorized common shares.  Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on March 10, 2014 and can be obtained free of charge from Valley’s website.  Information regarding the directors and executive officers of 1^st United may be found in its definitive proxy statement relating to its 2014 Annual Meeting of Shareholders, which was filed with the Commission on April 17, 2014 and can be obtained free of charge from 1^st United’s website.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed business combination (“Merger”) between Valley and 1^st United. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of 1^st United with Valley or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe including, without limitation; delays in closing the Merger; reaction to the Merger of 1^st United’s customers and employees; the diversion of management’s time on issues relating to the Merger; the inability to realize expected cost savings and synergies from the Merger of 1^st United with Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; failure to obtain the FDIC’s consent to the assignment of the shared-loss agreements with 1^st United to Valley; changes in the stock price of Valley from the date of the merger announcement to the closing date; material adverse changes in Valley’s or 1^st United’s operations or earnings; the inability to retain 1^st United’s customers and employees; or a decline in the economy, mainly in New Jersey, New York and Florida, as well as the risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2013 and 1^st United’s Annual Report on Form 10-K for the year ended December 31, 2013. Neither Valley nor 1^st United assumes any obligation for updating any such forward-looking statement at any time.

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