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) December 10, 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 an investor presentation by Gerald H. Lipkin, Chairman, President and Chief Executive Officer of the Company. 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 Valley National Bancorp 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: December 10, 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

JP Morgan Chase Investor Dinner

December 10, 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

81 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

Valley’s 3Q 2008 Highlights

Greater Community Bank Acquisition

Overview

Commercial bank with nearly $1.0 billion in total assets and 16 branches

Well-run financial institution -

credit quality, loan underwriting standards and

no exposure to sub-prime

Added over 450 new commercial customer relationships to Valley

$114 Million in new Goodwill

Deal Expectations

Over 30% of non-interest expense cost saves

Accretive to EPS by the beginning of 2009

Other Events

Fannie Mae and Freddie Mac OTTI of $70.9 Million (pre-tax): still earned $3.6

million net after tax

Core adjusted after tax Net Income of $47.7 Million and diluted E.P.S of $0.35

Net interest margin increase of 16 bps to 3.64%

Continued strong credit quality

9% annualized organic loan growth exclusive of Greater Community

Potential opportunities with TARP Capital Purchase Program

5

Valley’s Current 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 Culture at Valley

Macro Focus

Focus on quality over

profitability

Few underwriting

policy exceptions

Centralized

underwriting and loan

approval

Minimal individual

lender authority

Micro Focus

Strong borrower moral

character

Borrower experience in

similar type projects

Low loan to value

ratios

Strong customer FICO

scores

7

Loan Quality  2003-

9/30/2008

0.36%

0.11%

0.44%

0.11%

0.32%

0.05%

0.33%

0.12%

0.36%

0.14%

0.30%

0.19%

0.00%

0.50%

1.00%

1.50%

2.00%

2003

2004

2005

2006

2007

9/30/2008

Non-Performing Loans to Total Loans

Net Charge-offs to Average Loans

annualized

8

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

9

Net Charge-offs to Average Loans*

2003 –

2008 YTD**

(Average)

*Source -

SNL Financial

** Valley as of 9/30/08 and Peer Group as of 6/30/08

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

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

Residential Mortgages

Home Equity

Commercial Mortgages

Commercial Loans*

30 Day + Delinquency Trend

* Excludes SBA Loans

11

Residential Mtg. Customer Profile

746

Current FICO Score

44%

Current Mark to Market Loan to Value

59%

Original Loan to Value

Residential

Customer

1

Valley

customer

profile

reflects

a

portfolio

review

conducted

by

an

independent

3

party

in

September

2008

of

Valley’s

Fannie Mae eligible conforming loans.

2

Reflects June 30, 2008 MBA data

3

Reflects September 30, 2008 delinquency rates

30 day + Delinquency Rate

Valley Customer Profile

0.13%

Unknown

Home Equity Loans

18.67%

6.41%

Industry

N/A

Sub-prime Loans

0.56%

Residential Mortgage

Valley

1

rd

2

3

12

Net Charge-offs to Average Loans

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

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%

1.60%

Valley

FDIC Insured Commercial Banks

Home Equity

Recession

*Valley’s

Increase

between

1993

–

1997

is

mainly

attributable

to

acquisitions

Source –

FDIC

14

21%

20%

11%

11%

9%

10%

12%

6%

Total Commercial Real Estate -

$3,486MM

11%

399

Office

9%

309

Residential

12%

418

Miscellaneous

11%

378

Mixed Use

6%

195

Healthcare

20%

708

Industrial

10%

340

Apartments

21%

739

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.

As of 9/30/08

15

52%

52%

58%

48%

53%

44%

57%

45%

50%

60%

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.

As of 9/30/08

60%

Land Loans

53%

Residential

50%

Miscellaneous

48%

Mixed Use

45%

Specialty

58%

Office

57%

Healthcare

52%

Industrial

44%

Apartments

52%

Retail

Weighted Avg.

LTV

Primary Property Type

Weighted Avg.

LTV

Primary Property Type

16

23%

22%

20%

9%

12%

6%

4%

4%

Total Retail Property Types -

$738MM

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%

22%

23%

4%

Private Education Facilities

4%

Private & Public Clubs

6%

Food Establishments

12%

Other

As of 9/30/08

17

73%

21%

6%

Total Commercial Real Estate -

$3,486MM

Total Commercial Real Estate

by Location

$193MM

Other States

$737MM

New York

$2,556MM

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

As of 9/30/08

18

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

Montebello, Rockland County

19

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

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

20

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)*

  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

(Dollars in millions, except for share data)

21

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 Marketing, Shareholder & Public Relations

Log onto our website above or www.sec.gov to obtain free copies

of documents filed by Valley with the SEC