8-K

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) October 18, 2006

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):

¨ 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 1.01 Entry into a Material Definitive Agreement

On October 18, 2006, Valley National Bank and Valley National Bancorp (collectively, “Valley”) entered into the Amendment (the “Amendment”) to the Amended and Restated Change in Control Agreement (dated as of November 30, 2004) with James G. Lawrence (the “Executive”).

The Amendment authorizes Valley to delay any scheduled payments to the Executive under his Amended and Restated Change in Control Agreement, the Valley National Bancorp Benefit Equalization Plan, and any other plan, contract or program if Valley determines that such delay is necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. The scheduled payments may not be delayed more than six months after the Executive’s separation from service, and interest is to be paid to the Executive on the delayed payment based on the six month Treasury Bill rate in effect on the date when the payment is delayed. Such delayed payments, plus interest for the period of any such delay, shall be paid to the Executive at the end of such period of delay.

The Amendment to the Amended and Restated Change in Control Agreement with the Executive also amends his rights to continuation of certain welfare benefit coverages following his termination of employment without cause or resignation for good reason. In such an event, Valley will pay the Executive, within twenty (20) business days of his termination of employment, a lump sum amount equal to (i) one hundred twenty five percent (125%) of the aggregate COBRA premium amounts for the equivalent period of the lump sum payment (i.e., 3 years, or if the Executive has reached age 62, the number multiplier then in effect under the fourth paragraph of Section 9 of the Amended and Restated Change in Control Agreement (which is currently equal to a quotient (rounded to the nearest thousand), the numerator of which is the whole number of months left until the Executive reaches age 65 and the denominator of which is 12)) of the health, hospitalization and medical insurance coverage for the Executive and his spouse, minus (ii) the aggregate amount of any employee contribution that would have been required of the Executive for such period.

The above summary is qualified in its entirety by Exhibit 10.1 which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 Amendment, dated as of October 18, 2006, to the Amended and Restated Change in Control Agreement among Valley National Bank, Valley National Bancorp and James G. Lawrence.

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: October 23, 2006	VALLEY NATIONAL BANCORP
	By:	/s/ Alan D. Eskow
		Alan D. Eskow
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment, dated as of October 18, 2006, to the Amended and Restated Change in Control Agreement among Valley National Bank, Valley National Bancorp and James G. Lawrence.

EX-10.1

EXHIBIT 10.1

AMENDMENT TO THE

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

(JAMES G. LAWRENCE)

This Amendment to the Amended and Restated Change in Control Agreement (dated as of November 30, 2004) (the “Agreement”), is made as of this 18^th day of October, 2006, among Valley National Bank (“Bank”), Valley National Bancorp (“Valley”), and JAMES G. LAWRENCE (the “Executive”).

WHEREAS, the Executive has been employed by Valley and the Bank for many years; and

WHEREAS, the Bank, Valley, and the Executive previously entered into the Agreement; and

WHEREAS, the Bank, Valley and the Executive wish to amend the Agreement;

NOW, THEREFORE, for good and valuable consideration, the Bank, Valley and the Executive, each intending to be legally bound hereby, agree as follows:

1. Subsection (b) of Section 9 of the Agreement, relating to continuation of certain welfare benefit coverages following termination of employment, is deleted in its entirety and replaced with the following new subsection (b):

“b. Within 20 business days of the termination of employment, pay the Executive a lump sum amount equal to one hundred twenty-five percent (125%) of (A) the aggregate COBRA premium amounts (based upon COBRA rates then in effect) for the equivalent period of the lump sum payment (i.e., 3 years, or if the Executive has reached age 62, the number multiplier then in effect under the fourth paragraph of Section 9) of the health, hospitalization and medical coverage

that was being provided to the Executive (and his spouse) at the time of termination of employment, minus (B) the aggregate amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment) for such period.”

3. The Agreement is amended by adding the following new Section 14A, immediately following the end of Section 14:

“14A. Delay in Payment. Notwithstanding anything else to the contrary in this Agreement, the BEP, or any other plan, contract, program or otherwise, the Company (and its affiliates) are expressly authorized to delay any scheduled payments under this Agreement, the BEP, and any other plan, contract, program or otherwise, as such payments relate to the Executive, if the Company (or its affiliate) determines that such delay is necessary in order to comply with the requirements of Section 409A of the Internal Revenue Code. No such payment may be delayed beyond the date that is six (6) months following the Executive’s separation from service (as defined in Section 409A). At the end of such period of delay, the Executive will be paid the delayed payment amounts, plus interest for the period of any such delay. For purposes of the preceding sentence, interest shall be calculated using the six (6) month Treasury Bill rate in effect on the date on which the payment is delayed, and shall be compounded daily.”

IN WITNESS WHEREOF, Valley National Bank and Valley National Bancorp each have caused this Amendment to the Agreement to be signed by their duly authorized representatives pursuant to the authority of their respective Boards of Directors, and the

Executive has personally executed this Amendment to the Agreement, all as of the day and year first written above.

ATTEST:	VALLEY NATIONAL BANCORP
/s/ Carol B. Diesner	By:	/s/ Robert McEntee
Carol B. Diesner, SVP		Robert McEntee, Chairman of the
		Compensation and Human
		Resources Committee
ATTEST:	VALLEY NATIONAL BANK
/s/ Carol B. Diesner	By:	/s/ Robert McEntee
Carol B. Diesner, SVP		Robert McEntee, Chairman of the
		Compensation and Human
		Resources Committee
WITNESS:
/s/ Denise Davis	By:	/s/ James G. Lawrence
Denise Davis, Secretary		James G. Lawrence, Executive