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) September 16, 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 presentation by Gerald H. Lipkin, Chairman, President and Chief Executive Officer of the Company, at the RBC Capital Markets Financial Institutions Conference on September 17, 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: September 16, 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

RBC Capital Markets

Financial Institutions Conference

September 17, 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 Bancorp (“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

%

$

0.79

5/07 -

5%

Stock Dividend

2006

12,395

163.7

1.27

1.33

17.24

0.77

5/06 -

5%

Stock Dividend

2005

12,436

163.4

1.29

1.39

19.17

0.75

5/05 -

5%

Stock Dividend

2004

10,763

154.4

1.28

1.51

22.77

0.73

5/04 -

5%

Stock Dividend

2003

9,873

153.4

1.27

1.63

24.21

0.70

5/03 -

5%

Stock Dividend

2002

9,148

154.6

1.23

1.78

23.59

0.66

5/02 -

5:4

Stock Split

2001

8,590

135.2

1.03

1.68

19.70

0.62

5/01 -

5%

Stock Dividend

2000

6,426

106.8

0.99

1.72

20.28

0.58

5/00 -

5%

Stock Dividend

1999

6,360

106.3

0.94

1.75

18.35

0.55

5/99 -

5%

Stock Dividend

1998

5,541

97.3

0.90

1.82

18.47

0.50

5/98 -

5:4

Stock Split

1997

5,091

85.0

0.82

1.67

18.88

0.43

5/97 -

5%

Stock Dividend

1996

4,687

67.5

0.72

1.47

17.23

0.39

5/96 -

5%

Stock Dividend

1995

4,586

62.6

0.66

1.40

16.60

0.38

5/95 -

5%

Stock Dividend

1994

3,744

59.0

0.73

1.60

20.03

0.36

5/94 -

10%

Stock Dividend

1993

3,605

56.4

0.71

1.62

21.42

0.28

4/93 -

5:4

Stock Split

1992

3,357

43.4

0.55

1.36

19.17

0.25

4/92 -

3:2

Stock Split

1991

3,055

31.7

0.41

1.29

15.40

0.24

1990

2,149

28.6

0.37

1.44

14.54

0.24

1989

1,975

36.0

0.46

1.92

19.93

0.23

1988

1,835

34.2

0.44

2.00

20.96

0.20

7/88 -

3:2

Stock Split

1987

1,663

32.1

0.42

2.02

22.95

0.20

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

annualized

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

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

Total

Loan

Portfolio

Source –

FDIC

Recession

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

Valley

FDIC Insured Commercial Banks

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

a

portfolio

review

conducted

by

an

independent

3

rd

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

N/A

Sub-prime Loans

0.34%

Residential Mortgage

Valley

1

2

3

12

Net

Charge-offs

to

Average

Loans

Residential

Mortgages

*Valley’s Increase between 1993

–

1997 is mainly attributable to

acquisitions

Source –

FDIC

Recession

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

Valley

FDIC Insured Commercial Banks

13

Net Charge-offs to Average Loans

Home Equity

Recession

*Valley’s Increase between 1993

–

1997 is mainly attributable to

acquisitions

Source –

FDIC

-0.20%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

Valley

FDIC Insured Commercial Banks

14

23%

21%

12%

11%

9%

9%

6%

5%

4%

Total Commercial Real Estate -

$2,841MM

9%

263

Residential

4%

99

Miscellaneous

11%

322

Mixed Use

5%

145

Specialty

12%

328

Office

6%

159

Healthcare

21%

607

Industrial

9%

255

Apartments

23%

663

Retail

% of Total

Property Type

$ Amount

(Millions)

Primary Property Type

% of Total

Property Type

$ Amount

(Millions)

Primary Property Type

Commercial Real Estate

Primary Property Type Composition

*

Total

CRE

loan

balance

is

based

on

Valley’s

internal

loan

hierarchy

structure

and

does

not

reflect

call

report

reclassifications

15

53%

52%

58%

54%

58%

39%

56%

40%

56%

0%

20%

40%

60%

80%

100%

Commercial Real Estate

Primary Property Type Loan to Value

* LTV ratios do not include construction or owner occupied

commercial real estate loans.

58%

Residential

56%

Miscellaneous

54%

Mixed Use

40%

Specialty

58%

Office

56%

Healthcare

52%

Industrial

39%

Apartments

53%

Retail

Weighted Avg.

LTV

Primary Property Type

Weighted Avg.

LTV

Primary Property Type

16

26%

23%

20%

9%

7%

6%

5%

4%

Total

Retail

Property

Types

-

$663MM

Commercial Real Estate

Retail Property Type Composition

% of Retail

Property

Type

Retail Property Type

% of Retail

Property

Type

Retail Property Type

Auto

Dealership

Single

Tenant

Retail

Multi-Tenanted

Retail

–

No

Anchor

Multi-Tenanted

Retail

-

Anchor

9%

20%

23%

26%

4%

Private

Education

Facilities

5%

Private

&

Public

Clubs

6%

Food

Establishments

7%

Other

17

72%

22%

6%

Total Commercial Real Estate -

$2,841MM

Total Commercial Real Estate

by Location

$174MM

Other States

$636MM

New York

$2,031MM

New Jersey

Commercial

Real Estate

State

*

Total

CRE

loan

balance

is

based

on

Valley’s

internal

loan

hierarchy

structure

and

does

not

reflect

call

report

reclassifications

18

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

19

Greater Community Bank

8 new communities

Minimal overlap

Valley National Bank

Greater Community Bank

20

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

21

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

22

Valley’s New York City Locations

Current Valley branches

Branches under construction

Branches under Construction

4501 13

th

Avenue, Brooklyn

2054 86

th

Street, Brooklyn

207 Brighton Beach Avenue, Brooklyn

1212 Avenue M, Brooklyn

2902 Avenue U, Brooklyn

111 4

th

Avenue, Manhattan

107 Liberty Avenue, Queens

69-20 80

th

Street, Queens

61-80 Grand Avenue, Queens

76-09 Main Street, Queens

23

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