On December 7, 2009, Valley National Bancorp (the "Company") entered into a placement agency agreement with Stifel, Nicolaus & Company, Incorporated and Sandler O'Neill & Partners, L.P., as placement agents (the "Placement Agency Agreement"), relating to the offering, issuance and sale directly to selected institutional investors (the "Purchasers") of an aggregate of 5,000,000 shares (the "Shares") of the Company's common stock, no par value per share (the "Common Stock"), at a price of $13.00 per share (the "Offering"). The Company estimates that the net proceeds from the Offering will be approximately $63.7 million, after deducting all estimated offering expenses and placement agency fees that are payable by the Company. The sale of the Shares to the Purchasers is being made pursuant to purchase agreements, dated December 7, 2009, between the Company and each of the Purchasers (each, a "Purchase Agreement" and collectively, the "Purchase Agreements"). The Offering is expected to close on or about December 10, 2009, subject to satisfaction of customary closing conditions.

The Shares sold in the Offering will be offered pursuant to a prospectus supplement (the "Prospectus Supplement") filed with the Securities and Exchange Commission (the "Commission") on December 7, 2009, to the accompanying prospectus filed with the Commission on February 27, 2009, as part of the Company's Registration Statement on Form S-3ASR (File No. 333-157561).

In connection with the Offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:

¡ as Exhibits 5.1 and 23.1, the legal opinion and consent of Day Pitney LLP relating to the shares of Common Stock to be issued and sold in the Offering; and

The foregoing summary of the terms of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to and qualified in their entirety by, the form of Purchase Agreement and the Placement Agency Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 1.1 respectively and are incorporated herein by reference.

On December 7, 2009, the Company issued a press release announcing the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

Exhibit
Number       Description

1.1          Placement Agency Agreement dated as of December 7, 2009, by and
             between Valley National Bancorp and Stifel, Nicolaus & Company,
             Incorporated and Sandler O'Neill & Partners, L.P., as placement
             agents.

5.1          Opinion of Day Pitney LLP regarding the legality of the Common Stock
             to be issued and sold in the Offering.

10.1         Form of Purchase Agreement between Valley National Bancorp and each
             Purchaser, dated December 7, 2009.

23.1         Consent of Day Pitney LLP (included in Exhibit 5.1).

99.1         Press Release of Valley National Bancorp dated December 7, 2009.