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) August 6, 2008

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 7.01 Regulation FD Disclosure

Valley National Bancorp (the “Company”) is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. The presentation materials were prepared to be included in presentations with investors during the third quarter of 2008. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 9.01 Financial Statements and Exhibits

d. Exhibits.

99.1 Investor Presentation Materials

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: August 6, 2008	VALLEY NATIONAL BANCORP
	By:	/s/ Mitchell L. Crandell
		Mitchell L. Crandell Senior Vice President and Controller (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Valley National Bancorp Investor Presentation Materials.

EX-99.1

August 6, 2008

Exhibit 99.1

2

This

presentation

contains

forward

looking

statements

concerning

Valley’s

future

business

outlook,

financial

condition

and

operating

results.

Generally,

the

words

"will,"

"may,"

"should,"

"continue,"

"believes,"

"expects,"

"anticipates"

or

similar

expressions

identify

forward

looking

statements.

Readers

are

advised

not

to

place

undue

reliance

on

these

forward

looking

statements

as

they

are

influenced

by

certain

risk

factors

and

unpredictable

events.

Factors

that

could

cause

actual

results

to

differ

materially

from

those

predicted

by

the

forward

looking

statements

include

among

others:

unanticipated

changes

in

the

financial

markets

and

the

resulting

effects

on

financial

instruments

in

Valley’s

investment

portfolio;

unanticipated changes in the direction of interest rates;

volatility in earnings due to certain financial assets and liabilities held at fair value;

the occurrence of an other-than-temporary impairment to investment securities classified as available for sale or held to maturity;

stronger competition from banks, other financial institutions and other companies;

changes in loan, investment and mortgage prepayment assumptions;

insufficient allowance for credit losses;

a higher level of net loan charge-offs and delinquencies than anticipated;

a decline in the economy in Valley’s primary market areas, mainly in New Jersey and New York;

changes in relationships with major customers;

changes in effective income tax rates;

higher or lower cash flow levels than anticipated;

unanticipated difficulties relating to the systems integration of Greater Community;

the inability to realize expected cost savings and synergies from the acquisition of Greater Community in the amounts and timeframe

anticipated;

material adverse changes in Valley’s operations or earnings;

the inability to retain Greater Community’s customers or employees;

inability to hire or retain qualified employees;

a

decline

in

the

levels

of

deposits

or

loss

of

alternate

funding

sources;

a decrease in loan origination volume;

a change in legal and regulatory barriers including issues related to compliance with anti-money laundering (“AML”) and bank secrecy

act (“BSA”) laws;

adoption, interpretation and implementation of new or pre-existing accounting pronouncements;

the development of new tax strategies or the disallowance of prior tax strategies;

operational risks, including the risk of fraud by employees or outsiders and unanticipated litigation pertaining to Valley’s fiduciary

responsibility; and

the

inability

to

successfully

implement

new

lines

of

business

or

new

products

and

services.

NOTE:  Valley disclaims any obligation to update or revise forward looking statements for any reason.

Information For Investors And Shareholders

3

Overview of Valley National Bancorp

80 Years -

Commercial Bank

Management Longevity/Ownership

Office

of

the

Chairman

–

total

of

146

years,

24.3

years

on

average

Big Bank –

Act Like Small Privately Owned Company

Marketplace

Sound Asset Quality

Strong Financial Performance

Consistent Shareholder Returns

4

Historical Performance

*  Per share data reflects the 5% common stock dividend issued on May 23, 2008.

** Includes $10.4 million after-tax, or $0.08 per share, other-than-temporary

impairment charge on government-sponsored investment grade perpetual callable preferred securities.

Historical Financial Data (1987-2007)*

(Dollars in millions, except for share data)

Diluted

Year

Total

Net

Earnings

Stock Splits

End

Assets

Income

Per Share

and Dividends

2007

$12,749

$153.2

**

$1.21

1.25

%

16.43

%

$

0.83

5/07 -

5%

Stock Dividend

2006

12,395

163.7

1.27

1.33

17.24

0.81

5/06 -

5%

Stock Dividend

2005

12,436

163.4

1.29

1.39

19.17

0.79

5/05 -

5%

Stock Dividend

2004

10,763

154.4

1.28

1.51

22.77

0.77

5/04 -

5%

Stock Dividend

2003

9,873

153.4

1.27

1.63

24.21

0.73

5/03 -

5%

Stock Dividend

2002

9,148

154.6

1.23

1.78

23.59

0.70

5/02 -

5:4

Stock Split

2001

8,590

135.2

1.03

1.68

19.70

0.65

5/01 -

5%

Stock Dividend

2000

6,426

106.8

0.99

1.72

20.28

0.61

5/00 -

5%

Stock Dividend

1999

6,360

106.3

0.94

1.75

18.35

0.58

5/99 -

5%

Stock Dividend

1998

5,541

97.3

0.90

1.82

18.47

0.53

5/98 -

5:4

Stock Split

1997

5,091

85.0

0.82

1.67

18.88

0.45

5/97 -

5%

Stock Dividend

1996

4,687

67.5

0.72

1.47

17.23

0.41

5/96 -

5%

Stock Dividend

1995

4,586

62.6

0.66

1.40

16.60

0.39

5/95 -

5%

Stock Dividend

1994

3,744

59.0

0.73

1.60

20.03

0.38

5/94 -

10%

Stock Dividend

1993

3,605

56.4

0.71

1.62

21.42

0.30

4/93 -

5:4

Stock Split

1992

3,357

43.4

0.55

1.36

19.17

0.26

4/92 -

3:2

Stock Split

1991

3,055

31.7

0.41

1.29

15.40

0.25

1990

2,149

28.6

0.37

1.44

14.54

0.25

1989

1,975

36.0

0.46

1.92

19.93

0.24

1988

1,835

34.2

0.44

2.00

20.96

0.21

7/88 -

3:2

Stock Split

1987

1,663

32.1

0.42

2.02

22.95

0.21

Return on

Average

Assets

Return on

Average

Equity

Dividends

Per Share

5

Valley’s Performance

Consistent strong performance despite difficult

economic / market conditions

Compressed margins

Flat to inverted yield curve

Impact of marketplace to riskier loans, terms and

conditions

Market dislocation

Valley’s objectives

Maintain a quality balance sheet

Manage balance sheet, not be managed by balance

sheet growth

Continue to produce strong operating results

Minimize earnings volatility

6

Credit Quality

Focus on loan quality and profitability over growth

Proven record of superior asset quality

throughout various economic cycles

Have always abstained from exotic residential

mortgage structures and other volatile products,

including sub-prime loans, option ARMs

and high

loan to value home equity and residential loans

7

Credit Culture

Personal guarantees on most commercial loans

Strong borrower moral character

Borrower experience in similar type projects

Low loan to value ratios

Strong customer FICO score

Loan decisions not driven by yield but rather by

loan quality

8

Loan Quality  2003-

6/30/2008

0.36%

0.11%

0.44%

0.11%

0.32%

0.05%

0.33%

0.12%

0.36%

0.14%

0.30%

0.20%

0.00%

0.50%

1.00%

1.50%

2.00%

2003

2004

2005

2006

2007

6/30/2008

Non-Performing Loans to Total Loans

Net Charge-offs to Average Loans

annualized

9

Net Charge-offs to Average Loans*

2003 –

2008 YTD

(average)

*Source -

SNL Financial

0.12%

0.26%

0.37%

1.07%

0.00%

0.15%

0.00%

0.26%

0.22%

0.43%

0.00%

0.13%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

Total Loans

Consumer

Home Equity

Construction &

Development

Commercial

1-4 Family

Valley

Peer Group

Peer group consists of banks with total assets between $3 billion and $50 billion

10

Net Charge-offs to Average Loans

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

Valley

FDIC Insured Commercial Banks

Total Loan Portfolio

Source –

FDIC

Recession

11

Residential Mtg. Customer Profile

750

Current FICO Score

42%

Current Market Value Loan to Value

59%

Original Loan to Value

Residential

Customer

1

Valley

customer

profile

reflects

an

portfolio

review

conducted

by

an

independent

3

party

in

September

2007

2

Reflects March 31, 2008, Countrywide servicing data

3

Reflects June 30, 2008 delinquency rates

30 day + Delinquency Rate

Valley Customer Profile

0.14%

6.59%

Home Equity Loans

27.66%

4.21%

Industry

2

N/A

Sub-prime Loans

0.34%

Residential Mortgage

Valley

3

1

rd

12

Net Charge-offs to Average Loans

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

Valley

FDIC Insured Commercial Banks

Residential Mortgages

*Valley’s

Increase

between

1993

–

1997

is

mainly

attributable

to

acquisitions

Source –

FDIC

Recession

13

Net Charge-offs to Average Loans

-0.20%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

Valley

FDIC Insured Commercial Banks

Home Equity

Recession

*Valley’s

Increase

between

1993

–

1997

is

mainly

attributable

to

acquisitions

Source –

FDIC

14

Greater Community Bank Acquisition

Overview

Commercial bank with nearly $1.0 billion in total

assets

Well-run financial institution -

credit quality, loan

underwriting standards and no exposure to sub-prime

16 full-service branches located in northern New

Jersey

Deal Expectations

Over 30% of non-interest expense cost saves

Accretive to EPS within one year from closing

15

Greater Community Bank

8 new communities

Minimal overlap

Valley National Bank

Greater Community Bank

16

Valley’s Capital Position

7.18%

Tangible Equity to

Risk Weighted Assets

7.43%

5.70%

Tangible Equity to

Tangible Assets

5.86%

11.02%

Total Capital

11.25%

9.31%

Tier 1 Capital

9.51%

7.41%

Leverage Ratio

7.51%

Proforma –

Post Merger

As of June 30,

2008

17

Valley’s New Jersey and Rockland

County Locations

Current Valley branches

Branches under construction

Branches under Construction

Milltown, Middlesex County

North Brunswick, Middlesex County

Freehold, Monmouth County

Manalapan, Monmouth County

Montebello, Rockland County

18

Valley’s New York City Locations

Current Valley branches

Branches under construction

Branches under Construction

4501 13   Avenue, Brooklyn

2054 86   Street, Brooklyn

207 Brighton Beach Avenue, Brooklyn

1212 Avenue M, Brooklyn

2902 Avenue U, Brooklyn

111 4   Avenue, Manhattan

107 Liberty Avenue, Queens

69-20 80 

Street, Queens

61-80 Grand Avenue, Queens

76-09 Main Street, Queens

th

th

th

th

19

For More Information

Log onto our web site:   www.valleynationalbank.com

Visit our kids site:

www.vnbkids.com

E-mail requests to:   dgrenz@valleynationalbank.com

Call Shareholder Relations at: (973) 305-3380

Write to:  Valley National Bank

1455 Valley Road

Wayne, New Jersey 07470

Attn:     Dianne M. Grenz, First Senior Vice President

Director of Shareholder & Public Relations

Log

onto

our

website

above

or

www.sec.gov

to

obtain

free

copies

of documents filed by Valley with the SEC