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) February 9, 2010

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 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 for various investor meetings during the first quarter of 2010.

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: February 9, 2010	VALLEY NATIONAL BANCORP
	By:	/s/    MITCHELL L. CRANDELL
		Mitchell L. Crandell
		Senior Vice President & Controller

EXHIBIT INDEX

Exhibit No.	Description
99.1	Valley National Bancorp investor presentation materials for various investor meetings during the first quarter of 2010.

EX-99.1

Investor Presentation

Exhibit 99.1

Information For Investors And Shareholders

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.

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 materially from those

contemplated by such forward-looking statements include, but are not limited to those factors disclosed in

Valley’s Current Report on Form 8-K furnished to the SEC on January 21, 2010, Quarterly Report on Form 10-Q

for the quarter ended September 30, 2009 and our Annual Report on Form 10-K for the year ended December

31, 2008. 

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

Valley National Bank Today

About Valley

•

Regional Bank Holding Company

•

Over $14.3 Billion in Assets

•

Headquartered in Wayne, New

Jersey

•

38

Largest United States

Chartered Commercial Bank

–

Largest Commercial Bank

Headquartered in New Jersey

•

Operates 198 Branches in 135

Communities Serving 14 counties

throughout Northern and Central

New Jersey, Manhattan, Brooklyn

and Queens

•

Traded on the NYSE (VLY)

Unique Attributes

•

Consistent Shareholder Returns

•

Focus on Credit Quality

•

Proactive Balance Sheet

Management

•

Conservative Strategies

•

Affluent and Heavily Populated

Footprint

•

Strong Customer Service

•

Large Bank that Operates and

Feels Like a Small Closely Held

Company

•

Experienced Senior and Executive

Management

th

Shareholder Composition

•

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

•

Market Cap of $2.1 Billion

•

Approximately 200 institutional

holders

0%

20%

40%

60%

80%

100%

4Q 2009

Insider Ownership

Institutional Ownership

Retail Ownership

Source: Bloomberg as of 1/29/10

Footprint & Demographics

Valley’s Emerging NJ Market

Valley’s Core NJ Market

Branches Under Construction

Current Branches

Valley’s Core New Jersey Market

•

Total

Market

Deposits

-

$87.7

billion

•

Market

Average

Deposits

per

Branch

$76.0

million

•

Valley

Branches

–

134

•

Valley’s

Market

Share

–

6.63%

Valley’s Emerging New Jersey Market

•

Total

Market

Deposits

-

$57.1

billion

•

Market Average Deposits per Branch $68.2 million

•

Existing

Valley

Branches

–

38

•

Branches

Under

Construction

–

3

•

Valley’s

Market

Share

–

1.59%

Headquarters

$245 billion

$73,077

8.8 million

NJ Total

$74 billion

$61,436

2.9 million

Balance of NJ Marketplace

$171 billion

$78,074

5.9 million

Valley’s NJ Marketplace

Total Market

Deposits

Median HH

Income

Population

Region

Valley’s NJ Marketplace

Source: SNL Financial Inc. as of 06/2009

Footprint & Demographics

Valley’s Emerging Manhattan Market

•

Total Market Deposits -

$418.3 billion

•

Market Average Deposits per Branch $621.6 million

•

Existing Valley Branches –

14

•

Valley’s Market Share –

0.28%

Valley’s Emerging Queens Market

•

Total Market Deposits -

$41.3 billion

•

Market Average Deposits per Branch $96.3 million

•

Existing Valley Branches –

5

•

Valley’s Market Share –

0.17%

Valley’s Emerging Brooklyn/Kings Market

•

Total Market Deposits -

$34.1 billion

•

Market Average Deposits per Branch $99.6 million

•

Existing Valley Branches –

7

•

Branches Under Construction -

2

•

Valley’s Market Share –

0.58%

$288 billion

$52,640

13.0 million

Balance of NY Marketplace

$781 billion

$52,893

19.5 million

NY Total

$493 billion

$57,864

6.5 million

Valley’s NY Marketplace

Total Market

Deposits

Median HH

Income

Population

Region

Valley’s Emerging NYC Markets

Branches Under Construction

Current Branches

Source: SNL Financial Inc. as of 06/2009

Valley’s NY Marketplace

Valley’s 4Q 2009 Highlights

Credit Quality

Total 30+ day delinquencies were 1.61% of entire loan portfolio

Out of approximately 22,000 residential mortgages and home equity loans, on average,

only

220

loans

were

past

due

30

days

or

more

Net charge-offs were only $13.6 million or 0.58% of average total loans on an annualized basis

Total non-performing loans were only 0.98% of total loans

Net Income

4Q net income available to common shareholders was $28.6 million

$3.5 million in accrued preferred stock dividends and accretion ($0.02 Diluted EPS)

$2.3 million non-cash charge on change in fair value of Valley’s junior subordinated debt

($0.01 Diluted EPS)

Capital

Completed

our

registered

direct

offering

of

5

million

shares

for

net

proceeds

totaling

$63.7

million.

Exited TARP by repurchased the remaining $100 million ($300 million total) of our TARP

preferred stock.

No final decision has been made as to the repurchase of the outstanding warrant held by

the U.S. Treasury (2.4 million common shares at $18.66 per share)

Continued strong capital ratios

Tangible Common Equity to Risk-Weighted Assets of 8.71%

Asset and Loan Composition

Loans 65%

Securities 21%

Cash 5%

Other Assets*

7%

Intangible

Assets 2%

Total Assets = $14.3 Billion

As of 12/31/09

Commercial

Real Estate

37%

Residential

Mortgages

21%

Commercial

Loans 19%

Construction

Loans 5%

Auto Loans

11%

Other

Consumer

7%

Total Loans = $9.4 Billion

*Other Assets includes bank owned branch locations carried at a

cost estimated to be less than the current market value.

Strong Asset Cash Flow

Repricing

Earning Assets

40%

60%

42%

58%

44%

56%

49%

52%

46%

54%

0%

20%

40%

60%

80%

100%

2005

2006

2007

2008

2009

Repricing Within 1 Year

Repricing After 1 Year

Total Commercial Real Estate -

$3.4 Billion

As of 12/31/09

46%

1%

24

Other

2%

3%

6%

6%

11%

11%

13%

22%

25%

% of

Total

58%

52%

49%

61%

46%

49%

54%

53%

50%

Average

LTV

362

Mixed Use

370

Apartments

430

Office

743

Industrial

848

Retail

70

Land Loans

90

Residential

207

Specialty

233

Healthcare

$ Amount

(Millions)

Primary Property

Type

Diversified Commercial Real Estate Portfolio

25%

22%

13%

11%

11%

6%

6%

3%

2%

1%

-Average LTV based on current balances and original appraised value

-The total CRE loan balance  is based on Valley’s internal loan hierarchy

structure and does not reflect loan classifications reported in Valley’s SEC

and bank regulatory reports.

-The chart above does not include $400 million in Construction loans.

27%

22%

18%

12%

6%

5%

4%

4%

2%

Total Retail Property Types -

$848 Million

43%

4%

Entertainment Facilities

52%

5%

Food Establishments

2%

4%

6%

12%

18%

22%

27%

% of

Total

53%

51%

30%

50%

56%

51%

50%

Average

LTV

Auto Dealership

Multi-Tenanted -

No Anchor

Single Tenant

Multi-Tenanted -

Anchor

Retail Property Type

Auto Servicing

Private Education Facilities

Private & Public Clubs

As of 12/31/09

Retail Composition of Commercial Real Estate

-Average LTV based on current balances and original appraised value

-The chart above does not include construction loans.

As of 12/31/09

15%

8%

4%

3%

2%

2%

1%

1%

51%

Construction Loan Composition

Total

Construction

Loans

-

$400

Million

1%

5

Industrial

1%

6

Specialty

2%

7

Healthcare

2%

10

Apartments

3%

12

Other

4%

17

Office

8%

30

Retail

13%

52

Land Loans

15%

59

Mixed Use

51%

202

Residential

% of

Total

$ Amount

(Millions)

Primary Property Type

-Construction loan balance is based on Valley’s internal loan hierarchy

structure and does not reflect loan classifications reported in Valley’s

SEC and bank regulatory reports.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

Commercial Loans

Construction

Residential Mortgage

Commercial Real Estate

Home Equity

Automobile

30 Day + Delinquency Trend

% of loan category

Loan Quality  1992 -

2009

Source –

FDIC

Recession

Total Loan Portfolio

Non-Current Loans: Loans and leases 90 days or more past due

plus loans in non accrual status, as a percent of gross loans and leases.`

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

Valley's Non-Current Loans to Total Loans

FDIC Insured Banks Non-Current Loans to Total Loans

Valley Net Charge-offs to Average Loans

FDIC

Insured

BanksNet

Charge-offs

to

Average

Loans

Loan Quality  1992 -

2009

Recession

Residential Mortgages

Valley’s elevated levels between 1993 and 1997 are mainly attributable to acquisitions.

Source –

FDIC

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

Valley's Non-Current Loans to Total Loans

FDIC Insured Banks Non-Current Loans to Total Loans

Valley Net Charge-offs to Average Loans

FDIC Insured BanksNet

Charge-offs to Average Loans

Loan Quality  1992 -

2009

Valley’s elevated levels between 1993 and 1997 are mainly attributable to acquisitions.

Source –

FDIC

Recession

Home Equity

-0.50%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

Valley's Non-Current Loans to Total Loans

FDIC Insured Banks Non-Current Loans to Total Loans

Valley Net Charge-offs to Average Loans

FDIC

Insured

BanksNet

Charge-offs to Average Loans

0.12%

0.32%

0.40%

1.01%

0.00%

0.14%

0.00%

0.46%

0.24%

0.57%

0.02%

0.08%

0.01%

0.18%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

Net Charge-offs to Average Loans (%)

Total Loans

Consumer

Home Equity

Construction &

Development

Commercial Loans

Commercial Real

Estate

1-4 Family

Peer Group

0.40%

1.24%

1.16%

2.11%

0.03%

0.96%

0.00%

2.93%

0.55%

1.83%

0.01%

0.40%

0.10%

0.90%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

Net Charge-offs to Average Loans (%)

Total Loans

Consumer

Home Equity

Construction &

Development

Commercial Loans

Commercial Real

Estate

1-4 Family

Valley

Net Charge-offs to Average Loans

Source -

SNL Financial As of 01/28/10

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

2003 -

2008

2009 YTD

Investment Portfolio

Investment Portfolio

Corporate Debt

Private Label MBS

Other

State, County & Municipals

US Treasury

Trust Preferred

GSE MBS (FNMA/FHLMC)

GSE MBS (GNMA)

Investment Types

$3.1 Billion

$3.0 Billion

18%

3%

5%

4%

7%

5%

7%

8%

0%

9%

12%

13%

49%

28%

3%

30%

2007

2009

As of 12/31/09 and 12/31/07

Securities by Investment Grade

•

AAA Rated 71%

•

AA Rated 6%

•

A Rated 7%

•

BBB Rated 5%

•

Non Investment Grade 3%

•

Not Rated 8%

As of 12/31/09

AAA Rated

Not Rated

Non-investment

grade

A Rated

AA Rated

BBB Rated

Deposits and Borrowings Composition

Total Deposits

73%

Other

Liabilities 2%

Short-term

Borrowings 2%

Long-term

Borrowings

23%

Total Liabilities = $13.0 Billion

As of 12/31/09

Savings

43%

Non-

Interest

Bearing

25%

Time

Deposits

32%

Total Deposits = $9.5 Billion

Equity Composition / Ratios*

Tangible

Common

Equity 71%

Other Equity

1%

Trust Preferred

13%

Sub-debt 7%

LL Reserve 8%

Total Tier II Equity = $1.3 Billion

As of 12/31/09

$6.09

$8.19

8.14%

12.54%

10.64%

8.71%

6.68%

As Reported

Tangible Book Value

Book Value

Leverage

Tier II

Tier I

Tangible Common Equity /

Risk-Weighted Assets

Tangible Common Equity /

Tangible Assets

Capital Ratios

As Reported

Unrealized gain on facilities owned of approximately $200 million over

book, not incorporated in capital ratios reflected above.

*Non-GAAP reconciliations available on slide 25.

Shareholder Returns

(1)  All per share amounts have been adjusted retroactively for stock splits                                                    

and stock dividends during the periods presented.

(2) Net income includes other-than-temporary impairment charges on investment securities totaling $4.0 million,

$49.9 million, $10.4 million and $3.0 million, net of tax benefit, for 2009, 2008, 2007, and 2006, respectively.

Historical Financial Data (1)

(Dollars in millions, except for share data)

2009

14,284

$  

116.1

$  

0.67

$          

0.81

%

8.64

%

0.76

$              

5/09 -

5%

Stock Dividend

2008

14,718

93.6

0.67

0.69

8.74

0.76

5/08 -

5%

Stock Dividend

2007

12,749

153.2

1.15

1.25

16.43

0.76

5/07 -

5%

Stock Dividend

2006

12,395

163.7

1.21

1.33

17.24

0.74

5/06 -

5%

Stock Dividend

2005

12,436

163.4

1.23

1.39

19.17

0.72

5/05 -

5%

Stock Dividend

2004

10,763

154.4

1.22

1.51

22.77

0.70

5/04 -

5%

Stock Dividend

2003

9,873

153.4

1.21

1.63

24.21

0.66

5/03 -

5%

Stock Dividend

2002

9,148

154.6

1.17

1.78

23.59

0.63

5/02 -

5:4

Stock Split

2001

8,590

135.2

0.99

1.68

19.70

0.59

5/01 -

5%

Stock Dividend

2000

6,426

106.8

0.95

1.72

20.28

0.56

5/00 -

5%

Stock Dividend

1999

6,360

106.3

0.89

1.75

18.35

0.53

5/99 -

5%

Stock Dividend

1998

5,541

97.3

0.86

1.82

18.47

0.48

5/98 -

5:4

Stock Split

1997

5,091

85.0

0.78

1.67

18.88

0.41

5/97 -

5%

Stock Dividend

1996

4,687

67.5

0.69

1.47

17.23

0.37

5/96 -

5%

Stock Dividend

1995

4,586

62.6

0.63

1.40

16.60

0.35

5/95 -

5%

Stock Dividend

1994

3,744

59.0

0.70

1.60

20.03

0.34

5/94 -

10%

Stock Dividend

1993

3,605

56.4

0.68

1.62

21.42

0.27

4/93 -

5:4

Stock Split

1992

3,357

43.4

0.53

1.36

19.17

0.24

4/92 -

3:2

Stock Split

1991

3,055

31.7

0.39

1.29

15.40

0.23

1990

2,149

28.6

0.35

1.44

14.54

0.23

1989

1,975

36.0

0.44

1.92

19.93

0.22

Year End

Total Assets

Net Income

(2)

Common Stock Splits and Dividends

Diluted

Earnings Per

Common

Share

Return on

Average

Assets

Return on

Average

Equity

Cash Dividends

Declared Per

Common Share

$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

1989

1991

1993

1995

1997

1999

2001

2003

2005

2007

2009

Dividend Per Common Share

Dividend Growth Per Share

For More Information

–

Log onto our web site:   www.valleynationalbank.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

Non-GAAP disclosure reconciliations

($ in Thousands)

8.71%

TCE / RWA

6.68%

TCE / TA

Ratios

932,125

Total

Tangible

Shareholders’

Equity

(320,729)

Less: Goodwill & Other Intangible

Assets

$1,252,854

Total Equity

$10,702,224

Risk Weighted Assets

13,963,424

Total Tangible Assets

(320,729)

Less: Goodwill & Other Intangible

Assets

$14,284,153

Total Assets

As Reported

*All data as of 12/31/09

$6.09

Tangible Book Value

$932,125

Tangible Shareholder’s Equity

(320,729)

Less: Goodwill and Other Intangible

Assets

-

Less: Preferred Stock

$1,252,854

Shareholders’

Equity

152,987,903

Common Shares Outstanding

As Reported