UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Valley National Bancorp

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1455 Valley Road

Wayne, New Jersey 07470

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held, Wednesday, April 14, 201013, 2011

To Our Shareholders:

We invite you to the Annual Meeting of Shareholders of Valley National Bancorp (“Valley”) to be held at the Teaneck Marriott at Glen Pointe, 100 Frank W Burr Boulevard, Teaneck, New Jersey, on Wednesday, April 14, 201013, 2011 at 10:00 a.m., local time to vote on the following matters:

Only shareholders of record at the close of business on February 19, 201018, 2011 are entitled to notice of, and to vote at the meeting.Your vote is very important. Whether or not you plan to attend the meeting, please execute and return the enclosed proxy card in the envelope provided or submit your proxy by telephone or the internet as instructed on the enclosed proxy card. The prompt return of your proxy will save Valley the expense of further requests for proxies.

Attendance at the meeting is limited to shareholders or their proxy holders and Valley guests. You will need an admission ticketOnly shareholders or evidence of ownership of Valley stock to entertheir valid proxy holders may address the meeting. If your shares are registered with our transfer agent, American Stock Transfer, bring the admission ticket which is the top section of the proxy card. If you hold your shares in “street name”, you will need to bring evidence of your stock ownership and a valid form of photo identification to the meeting to be allowed access. Evidence of ownership can be in the form of your account statement or a letter from your broker, or other institution reflecting your share ownership as of the record date of February 19, 2010. Please allow ample time for the admission process. See information on page 3 – “Annual Meeting Attendance”.Attendance.”

Important notice regarding the availability of proxy materials for the 2010 annual meeting2011 Annual Meeting of shareholders:Shareholders: This Proxy Statement for the 20102011 Annual Meeting of Shareholders and our 20092010 Annual Report to Shareholders are available on our website at:http://www.valleynationalbank.com/filings.htmlfilings.html.

We appreciate your participation and interest in Valley.

Sincerely,

Alan D. Eskow				Gerald H. Lipkin
Corporate Secretary				Chairman, President and Chief Executive Officer

Wayne, New Jersey

March 11, 20102011

TABLE OF CONTENTS

i

VALLEY NATIONAL BANCORP

1455 Valley Road

Wayne, New Jersey 07470

PROXY STATEMENT

GENERAL PROXY STATEMENT INFORMATION

We are providing this proxy statement in connection with the solicitation of proxies by the Board of Directors of Valley National Bancorp (“Valley,” the “Company,” “we,” “our” and “us”) for use at Valley’s 20102011 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment of the meeting. You are cordially invited to attend the meeting, which will be held at the Teaneck Marriott at Glen Pointe, 100 Frank W Burr Boulevard, Teaneck, New Jersey, on Wednesday, April 14, 201013, 2011 at 10:00 a.m., local time. This proxy statement is first being mailed to shareholders on or about March 11, 2010.2011.

SHAREHOLDERS ENTITLEDTO VOTE.  The record date for the meeting is February 19, 2010.18, 2011. Only holders of common stock of record at the close of business on that date are entitled to vote at the meeting.

On the record date there were 153,140,372161,589,341 shares of common stock outstanding. Each share is entitled to one vote on each matter properly brought before the meeting.

HOUSEHOLDING.  When more than one holder of our common stock shares the same address, we may deliver only one annual report and one proxy statement to that address unless we have received contrary instructions from one or more of those shareholders. Similarly, brokers and other intermediaries holding shares of Valley common stock in “street name” for more than one beneficial owner with the same address may deliver only one annual report and one proxy statement to that address if they have received consent from the beneficial owners of the stock.

We will deliver promptly upon written or oral request a separate copy of the annual report and proxy statement to any shareholder, including a beneficial owner of stock held in “street name,” at a shared address to which a single copy of either of those documents was delivered. To receive additional copies of our annual report and proxy statement, you may call or write Dianne M. Grenz, First Senior Vice President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-3380 or e-mail her at dgrenz@valleynationalbank.com.

ANNUAL REPORT.  This Proxy Statement and the Company’s 20092010 Annual Report to Shareholders are available electronically at the following weblink:http://www.valleynationalbank.com/filings.htmlfilings.html.

You may also contact Ms. Grenz at the address or telephone number above if you are a shareholder of record of Valley and you wish to receive a separate annual report and proxy statement in the future, or if you are currently receiving multiple copies of our annual report and proxy statement and want to request delivery of a single copy in the future. If your shares are held in “street name” and you want to increase or decrease the number of copies of our annual report and proxy statement delivered to your household in the future, you should contact the broker or other intermediary who holds the shares on your behalf.

PROXIESAND VOTING PROCEDURES.  Your vote is important and you are encouraged to vote your shares promptly. Each proxy submitted will be voted as directed. However, if a proxy solicited by the Board of Directors does not specify how it is to be voted, it will be voted as the Board recommends—recommends – that is:

If any other matters are properly presented at the meeting for consideration, the persons named as proxies will have discretion to vote on those matters according to their best judgment. As of the date of this proxy statement we did not anticipate that any other matters would be raised at the meeting.

We are offering you three alternative ways to vote your shares:

BY MAIL.To vote your proxy by mail, please sign your name exactly as it appears on your proxy card, date, and mail your proxy card in the envelope provided as soon as possible.

BY TELEPHONE.If you wish to vote by telephone, call toll-free 1-800-776-9437 and follow the voice instructions. Have your proxy card available when you call.

BY INTERNET.If you wish to vote using the internet, you can access the web page at www.voteproxy.com and follow the on-screen instructions. Have your proxy card available when you access the web page.

Regardless of the method that you use to vote, you will be able to vote in person or revoke your proxy if you follow the instructions provided below in the sections entitled “Voting in Person” and “Revoking Your Proxy”.

If you are a participant in the Company’s Dividend Reinvestment Plan, the shares that are held in your dividend reinvestment account will be voted in the same manner as your other shares, whether you vote by mail, by telephone or by internet.

If you are an employee or former employee of the Company, and participate in our Savings and Investment Plan (a 401(k) plan with an employee stock ownership feature—“KSOP”feature – “KSOP”), you will receive one proxy card representing the total shares you own through this plan. The proxy card will serve as a voting instruction card for the trustee of the plan where all accounts are registered in the same name. If you own shares through the KSOP and do not vote, the plan trustee will vote the plan shares for which voting instructions are received in the proportion for which instructions for such shares were received under the plan. The plan trustee will also vote the unvoted shares (for which instructions were not received) in the same proportion as shares for which instructions were received under the plan. Therefore, if you are a participant in the KSOP and vote your shares, the trustee will use your vote when determining the proportion.

VOTINGIN PERSON.  The method by which you vote will not limit your right to vote at the meeting if you later decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to vote at the meeting. If you submit a proxy and then wish to change your vote or vote in person at the meeting, you will need to revoke the proxy that you have submitted.

REVOKING YOUR PROXY.  You can revoke your proxy at any time before it is exercised by:

A later-dated proxy or written revocation must be received before the meeting by the Corporate Secretary of the Company, Alan D. Eskow, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, or it must be delivered to the Corporate Secretary at the meeting before proxies are voted. You may also revoke your proxy by submitting a new proxy via telephone or the internet. You will be able to change your vote as many times as you wish prior to the Annual Meeting and the last vote received chronologically will supersede any prior votes.

QUORUM REQUIREDTO HOLDTHE ANNUAL MEETING.  The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote generally for the election of directors is necessary to constitute a quorum at the meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that item and has not received instructions from the beneficial owner.

REQUIRED VOTE.

—

The non-binding approval of the compensation of Valley’s named executive officers, requires a majority of the votes cast be FOR the proposal. Abstentions and broker “non-votes” are not counted as votes cast and will have no effect on the outcome.

ANNUAL MEETING ATTENDANCE.  Only shareholders or their proxy holders and Valley guests may attend the annual meeting. For registered shareholders, an admission ticket is attached to your proxy card. Please detach and bring the admission ticket with you to the meeting. If your shares are held in street name, you must bring to the meeting evidence of your stock ownership indicating that you beneficially owned the shares on the record date for voting and a valid form of photo identification to be allowed access.

METHODAND COSTOF PROXY SOLICITATION.  This proxy solicitation is being made by our Board of Directors and we will pay the cost of soliciting proxies. Proxies may be solicited by officers, directors and employees of the Company in person, by mail, telephone, facsimile or other electronic means. We will not specially compensate those persons for their solicitation activities. In accordance with the regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), we will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expense incurred in sending proxies and proxy materials to their customers who are beneficial owners of Valley common stock. We are paying Laurel HillPhoenix Advisory Group, LLCPartners a fee of $8,500 plus out of pocket expenses to assist with solicitation of proxies.

ITEM 1

ELECTION OF DIRECTORS

DIRECTOR INFORMATION

We are asking you to vote for the election of directors. Under our by-laws, the Board of Directors (the “Board”) fixes the exact number of directors, with a minimum of 5 and a maximum of 25. The Board has fixed the number of directors at 15.

The persons named on the proxy card intend to vote the proxies FOR the election of the 15 persons named below (unless the shareholder otherwise directs). If, for any reason, any nominee becomes unavailable for election and the Board selects a substitute nominee, the proxies will be voted for the substitute nominee selected by the Board. The Board has no reason to believe that any of the named nominees is not available or will not serve if elected. The Board retains the right to reduce the number of directors to be elected if any nominee is not available to be elected.

Each candidate for director has been nominated to serve a one-year term until our 20112012 annual meeting and thereafter until the person’s successor has been duly elected and qualified. In considering a nominee as a Valley director, the Board seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, as a whole can satisfy its supervision responsibilities effectively. To accomplish this, specific guidelines are set by the Nominating and Corporate Governance Committee, further discussed below under the Corporate Governance section.

Set forth below are the names and ages of the Board’s nominees for election; the nominees’ position with the Company (if any); the principal occupation or employment of each nominee for the past five years; the period during which each nominee has served as our director; any other directorships during the past five years (if any) held by the nominee with companies registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act;Act or registered as an investment company under the Investment Company Act of 1940; and other biographical information for each individual director. In addition, described below areis each director nominee’s particular experience, qualification, attributes or skills that has led the Board to conclude that the person should serve as a director of Valley.

		Gerald H. Lipkin, 69,70, Chairman of the Board, President and Chief Executive Officer of Valley National Bancorp and Valley National Bank. Director since 1986.
		Mr. Lipkin began his career at Valley in 1975 as a Senior Vice President and lending officer, and has spent his entire business career directly in the banking industry. He became CEO and Chairman of Valley in 1989. Prior to joining Valley, he spent 13 years in various positions with the Comptroller of the Currency as a bank examiner and then Deputy Regional Administrator for the New York region. Mr. Lipkin is a graduate of Rutgers University where he earned a Bachelor’s Degree in Economics. He received a Master’s Degree in Business Administration in Banking and Finance from New York University. He is also a graduate from the Stonier School of Banking. Mr. Lipkin’s education, his lending and commercial banking background for over 3647 years in conjunction with his leadership ability make him a valuable member of our Board of Directors.

		Andrew B. Abramson, 56,57, President and Chief Executive Officer, Value Companies, Inc. (a real estate development and property management firm). Director since 1994.
		Mr. Abramson is a licensed real estate broker in the States of New Jersey and New York. He graduated from Cornell University with a Bachelor’s Degree, and a Master’s Degree, both in Civil Engineering. With 3031 years as a business owner, an investor and developer in real estate, he brings management; financial;management, financial, and current real estate market experience and expertise to Valley’s Board of Directors.
		Pamela R. Bronander, 53,54, Vice President, KMC Mechanical, Inc.; President, Kaye Mechanical Contractors LLC (mechanical contractor). Director since 1993.
		Ms. Bronander has full managerial responsibility for the financial and legal aspects of two mechanical contracting companies; namelycompanies, KMC Mechanical, Inc. and Kaye Mechanical Contractors LLC; andLLC, Ms. Bronander was formerly an officer of Scandia Packaging Machinery Company. She graduated with a Bachelor’s Degree in Economics from Lafayette College. Ms. Bronander brings years of general business, managerial, and financial expertise to Valley’s Board of Directors.
		Eric P. Edelstein, 60,61, Retired. Director since 2003. Other directorships: Aeroflex Incorporated. Computer Horizon Corp.
		Mr. Edelstein is a former Director of Aeroflex, Incorporated and Computer Horizon Corp.; former Executive Vice President and Chief Financial Officer of Griffon Corporation, (manufacturer and developer of variety of products); and a former Managing Partner at Arthur Andersen LLP. Mr. Edelstein was employed by Arthur Andersen LLP for 30 years and held various roles in the accounting and audit division, as well as the management consulting division. He received his Bachelor’s Degree in Business Administration and his Master’s Degree in Professional Accounting from Rutgers University. With 25 years of experience as a practicing CPA, Mr. Edelstein brings in depth knowledge of generally accepted accounting and auditing standards to our Board. He has worked with audit committees and boards of directors in the past and provides Valley’s Board of Directors with extensive experience in auditing and preparation of financial statements.
		Mary J. Steele Guilfoile, 55,56, Chairman of MG Advisors, Inc. (privately owned financial(financial services merger and acquisition advisory and consulting firm). Director since 2003. Other directorships: Interpublic Group of Companies.Companies, Inc., Viasys Healthcare, Inc. (now known as CareFusion)CareFusion Corporation).
		Ms. Guilfoile is the former Executive Vice President and Corporate Treasurer of J.P. Morgan Chase & Co.; and a former Partner, Chief Financial Officer and Chief Operating Officer of The Beacon Group, LLC (a private equity, strategic advisory and wealth management partnership). Ms. Guilfoile is also a Partner of The Beacon Group L.P., a private investment group; a CPA;CPA, and was Chairman of the auditAudit committee atof Viasys Healthcare, Inc. She received her Bachelor’s Degree in Accounting from Boston College Carroll School of Management and her Master’s Degree in Business Administration with concentrations in strategic marketing and finance from Columbia University Graduate School of Business. With her wide range of professional experience and knowledge, Ms. Guilfoile brings a variety of business experience in corporate governance, risk management, accounting, auditing, investment and management expertise to Valley’s Board of Directors.

		Graham O. Jones*, 65,66, Partner and Attorney, at law firm of Jones & Jones. Director since 1997.
		Mr. Jones has been practicing law since 1969, with an emphasis on banking law since 1980. He has been a Partner of Jones & Jones since 1982 and served as the former President and Director of Hoke, Inc., (manufacturer and distributor of fluid control products). He was a Director and General Counsel for 12 years at Midland Bancorporation, Inc., and Midland Bank & Trust Company. Mr. Jones was a partner at Norwood Associates II for 10 years and was a President and Director for Adwildon Corporation (bank holding company). Mr. Jones received his Bachelor’s Degree from Brown University and his Juris Doctor Degree from the University of North Carolina School of Law. With his business and banking affiliations, including partnerships and directorships, as well as professional and civic affiliations, he brings a long history of banking law expertise and a variety of business experience and professional achievements to Valley’s Board of Directors.
		Walter H. Jones, III*, 67,68, Retired. Director since 1997.
		Mr. Jones served as the Executive Chairman of the Board of Directors of Hoke, Inc. (a manufacturer of precision fluid control products) from 1983 to 1998. For 12 years he was the Chairman of the Board for Midland Bancorporation, Inc. and Midland Bank & Trust Company where he also served as acting Chief Executive Officer for an interim period. Prior to this, he was a practicing attorney in New Jersey for 15 years. He received a Bachelor’s Degree from Williams College, a Bachelor of Law Degree from Columbia Law School and a Master of Law Degree from New York University. He brings management experience, legal and business knowledge to Valley’s Board of Directors.
		Gerald Korde, 66,67, President, Birch Lumber Company, Inc. (wholesale and retail lumber distribution company). Director since 1989.
		Mr. Korde is the owner of Birch Lumber Company, Inc. and has various business interests including real estate investment projects with Chelsea Senior Living and Inglemoor Care Center of Livingston. He earned a Bachelor’s Degree in Finance from the University of Cincinnati. Mr. Korde’s background as a former owner and manager of motels provides a long history of entrepreneurship and managerial knowledge that remains valuableprovides value to Valley’s Board of Directors.
		Michael L. LaRusso, 64,65, Financial Consultant. Director since 2004.
		Mr. LaRusso is a former Executive Vice President and a Director of Corporate Monitoring Group-UnionGroup at Union Bank of California (Bank).California. He held the position ofvarious positions as a federal bank regulator with the Comptroller of the Currency for 23 years and assumed a senior bank executive role for 15 years in large regional and/or multinational banking companies (Wachovia,(including Wachovia, Citicorp and Union Bank of California). He holds a Bachelor’s Degree in Finance from Seton Hall University and he is also a graduate from the Stonier School of Banking. Mr. LaRusso’s extensive management and leadership experience with these financial institutions positions him well to serve on Valley’s Board of Directors.

		Marc J. Lenner, 44,45, Chief Executive Officer and Chief Financial Officer of Lester M. Entin Associates (a real estate development and management company). Director since 2007.
		Mr. Lenner became the Chief Executive Officer and Chief Financial Officer at Lester M. Entin Associates in January 2000 after serving in various other executive positions within the Company. He has experience in multiple areas of commercial real estate marketmarkets throughout the country (specifically(with a focus in the New York tri-state area), including management, acquisitions, financing, development and leasing. Mr. Lenner is the Co-Director of a charitable foundation where he manages a multi-million dollar equity and bond portfolio. Prior to Lester M. Entin Associates, he was employed by Hoberman Miller Goldstein and Lesser, P.C., a CPAan accounting firm. He attended Muhlenberg College where he earned a Bachelor’s Degree in both Business Administration and Accounting. With Mr. Lenner’s vast financial and professional background, he provides management, finance and real estate experience to Valley’s Board of Directors.
		Robinson Markel, 75,76, Counsel to the law firm of Katten Muchin Rosenman LLP. Director since 2001.
		Mr. Markel is Of Counsel to Katten Muchin Rosenman LLP, a national law firm, where he specializes in executive compensation and corporate governance matters. He is a former Director of Merchants New York Bancorp, Inc. and The Merchants Bank of New York, which were acquired by Valley in 2001. As an attorney familiar with regulatory matters in these fields, his service on our Board is greatly valued. Mr. Markel holds a Bachelor’s Degree from New York University’s Stern School of Business and a Juris Doctor Degree from New York University School of Law. He brings years of relevant experience and knowledge in corporate governance, executive compensation and Securities and Exchange Commissionsecurities laws to the Valley Board of Directors.
		Richard S. Miller, 75,76, President of the law firm of Williams, Caliri, Miller & Otley, a Professional Corporation. Director since 1999.
		Mr. Miller has practiced law at Williams, Caliri, Miller & Otley, specializing in banking law and bank regulatory work for over 50 years. Prior to joining Valley’s Board, he served as a Director of Ramapo Financial Corporation and The Ramapo Bank for 30 years. Mr. Miller contributed his legal expertise in organizing and chartering seven community banks. He received his law degree from Rutgers University. Mr. Miller provides Valley’s Board with banking law and bank regulatory work experience, and a banking directorship background. His involvement and understanding of the trust business is also a valuable asset to Valley’s Board of Directors.
		Barnett Rukin, 69,70, Chief Executive Officer, SLX Capital Management (asset manager). Director since 1991.
		Mr. Rukin was the Chief Executive Officer of Short Line (a regional bus line) for 15 years and Regional Chief Executive Officer at Coach USA for two years. Since 2000 he has been Chief Executive Officer of SLX Capital Management LLC, (a firm dealing with investments in public & private equities, debt and real estate, and the management and developmentLLC. Mr. Rukin has in-depth knowledge of real estate, projects). Mr. Rukin has an in depth knowledge of real estate; federal, state and local regulations;business regulations, and human resources, investments, and insurance (including auto, property and casualty insurance.insurance). He holds a Bachelor’s Degree in Economics from Cornell University. Mr. Rukin brings 4849 years of knowledge and management experience in all aspects of a service organization to Valley’s Board of Directors.

		Suresh L. Sani, 45,46, President, First Pioneer Properties, Inc. (a privately-owned commercial real estate management company). Director since 2007.
		Mr. Sani is a former associate at the law firm of Shea & Gould. As president of First Pioneer Properties, Inc., he is responsible for the acquisition, financing, developing, leasing and managing of real estate assets. He has over 20 years of experience in managing and owning commercial real estate in Valley’s lending area. Mr. Sani received his Bachelor’s Degree from Harvard College and a Juris Doctor Degree from the New York University School of Law. He brings a legal background, small business network management and real estate expertise to Valley’s Board of Directors.
		Robert C. Soldoveri, 56,57, Owner/Manager, Solan Management, LLC (an investment property management firm). Director since 2008. Other directorships: Greater Community Bancorp.
		Mr. Soldoveri is the Owner and Manager of Solan Management, LLC; a General Partner of Union Boulevard Realty, LLC; and a General Partner of Portledge Realty. Prior to his affiliation with Solan Management, he ran and operated Northeast Equipment Transport, Inc., a heavy equipment operating company and S&S Material Handling, which provided services to land developers and building contractors. Before joining Valley’s Board, Mr. Soldoveri served as a Director of Greater Community Bancorp and Greater Community Bank since 2001. He attended the University of Scranton, where he studied accounting and psychology. Mr. Soldoveri brings to Valley’s Board of Directors demonstrated leadership and experience with a wide array of real estate, corporate financing and operational matters.

RECOMMENDATION AND VOTE REQUIRED ON ITEM 1

THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINATED SLATE OF DIRECTORS.

DIRECTORS WILL BEARE ELECTED BY A PLURALITY OF THE VOTES CAST AT THE MEETING.CAST.

ITEM 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the “Dodd-Frank Act”), Valley’s shareholders are entitled to vote at the Annual Meeting to approve the compensation of our named executive officers, as disclosed in this proxy statement. Pursuant to the Dodd-Frank Act, the shareholder vote on executive compensation is an advisory vote only, and it is not binding on Valley or the Board of Directors.

The Company’s goal for its executive compensation program is to reward executives who provide leadership for and contribute to our financial success. The Company seeks to accomplish this goal in a way that is aligned with the long-term interests of the Company’s shareholders. The Company believes that its executive compensation program satisfies this goal.

The Compensation Discussion and Analysis beginning on page 23 of this Proxy Statement, describes the Company’s executive compensation program and the decisions made by the Compensation and Human Resources Committee in 2009 and early 2010 in detail.

The Company requests shareholder approval of the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Committee Report, the Compensation Discussion and Analysis, and the compensation tables).

As an advisory vote, this proposal is not binding upon the Board of Directors or the Company. However, the Compensation and Human Resources Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for named executive officers.

RECOMMENDATION AND VOTE REQUIRED FOR ITEM 2

THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-BINDING APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DETERMINED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE. THE VOTE OF A MAJORITY OF THE VOTES CAST “FOR” THE PROPOSAL WILL CONSTITUTE APPROVAL OF THIS ADVISORY PROPOSAL.

ITEM 3

ADVISORY VOTE ON THE FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION

The Dodd-Frank Act also enables our shareholders by means of an advisory vote to indicate how frequently Valley should seek an advisory vote on the compensation of our named executive officers. By voting on this proposal, shareholders may indicate whether they would prefer a vote on named executive officer compensation once every one, two, or three years.

After careful consideration of this Proposal, Valley’s Board has determined that an advisory vote on executive compensation that occurs every three years is the most appropriate alternative for Valley, and therefore our Board recommends that you vote for a three-year interval for the advisory vote on executive compensation.

Holding the advisory vote on executive compensation every three years would allow Valley adequate time to engage with shareholders and compile meaningful input to understand and thoughtfully respond to the vote results and implement any appropriate changes to our executive compensation program. A triennial vote would also align more closely with the long-term business strategy upon which our executive compensation program is based and would give our shareholders the opportunity to more fully assess the effectiveness of both our short- and long-term compensation strategies and related business outcomes over a longer period. Annual or biennial Say-on-Pay Votes, on the other hand, may not provide a meaningful time period against which our compensation program should be evaluated.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting.

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the Valley’s Board or Valley in any way, the Board may decide that it is in the best interests of our shareholders and Valley to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

RECOMMENDATION AND VOTE REQUIRED FOR ITEM 3

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF EVERY THREE YEARS AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. THE OPTION OF ONE YEAR, TWO YEARS OR THREE YEARS THAT RECEIVES THE HIGHEST NUMBER OF VOTES CAST BY SHAREHOLDERS WILL BE THE FREQUENCY FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION THAT HAS BEEN SELECTED BY SHAREHOLDERS.

ITEM 24

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee has appointed KPMG LLP to audit Valley’s financial statements for 2010.2011. We are asking you to ratify that appointment. On March 5, 2008, Valley, pursuant to the approval of the Company’s Audit and Risk Committee, did not retain Ernst & Young LLP (“E&Y”) as independent registered public accounting firm and engaged KPMG LLP (“KPMG”) as its independent registered public accounting firm.

The reports of E&Y on our financial statements for the year ended December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion and are not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 31, 2007 and through March 5, 2008, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its audit report on the Company’s financial statements for such year, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. During the year ended December 31, 2007 and through March 5, 2008, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. We requested E&Y to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter is filed as Exhibit 16 to the Form 8-K filed on March 7, 2008.

KPMG audited our books and records for the years ended December 31, 2008, 2009 and 2009, while E&Y performed the audited services for the year ended December 31, 2007.2010. The fees billed for services rendered to us by our independent accountantsregistered public accounting firm for the years ended December 31, 20092010 and 20082009 were as follows:

“Audit-related fees”fees, in the table above, include fees paid for benefit plan audits performed in 2010 and 2009. The 2009 period also reflects audit-related fees for services related to two common equity offerings by Valley and other attestation services not directly related to the audit of our consolidated financial statements. “Tax Fees” include fees paid for tax advice services related to general state and local taxes.

The Audit and Risk Committee adopted a formal policy concerning the pre-approval of audit and non-audit services to be provided by its independent accountants to Valley. The policy requires that all services to be performed by KPMG, Valley’s independent accountants, including audit services, audit-related services and permitted non-audit services, be pre-approved by the Audit and Risk Committee. Specific services being provided by the independent accountants are regularly reviewed in accordance with the pre-approval policy. At each subsequent Audit and Risk Committee meeting, the Committee receives updates on the services actually provided by the independent accountants, and management may also present additional services for approval. All services rendered by KPMG are permissible under applicable laws and regulations, and the Audit and Risk Committee pre-approved all audit, audit-related and non-audit services performed by KPMG during fiscal 2009.2010. Representatives of KPMG will be available at the annual meeting and will have the opportunity to make a statement and answer appropriate questions from shareholders regarding 20092010 financial results.

RECOMMENDATION AND VOTE REQUIRED ON ITEM 24

THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS VALLEY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.2011. RATIFICATION OF THE APPOINTMENT OF KPMG REQUIRES A MAJORITY

OF THE VOTES CAST BE “FOR” THE PROPOSAL.

REPORT OF THE AUDIT AND RISK COMMITTEE

March 8, 2010February 23, 2011

To the Board of Directors of Valley National Bancorp:

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm, KPMG LLP, performs an annual independent audit of the financial statements and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles in the United States of America.principles.

The following is the report of the Audit and Risk Committee with respect to the audited financial statements for fiscal 2009.2010. With respect to fiscal year 2009,2010, the Audit and Risk Committee has:

Based on the foregoing review and discussions, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for fiscal 2009.2010.

Pursuant to Section 404 of the Sarbanes-Oxley Act, management is required to prepare as part of the Company’s 20092010 Annual Report on Form 10-K, a report by management on its assessment of the Company’s internal control over financial reporting, including management’s assessment of the effectiveness of such internal control. KPMG is also required by Section 404 to prepare and include as part of the Company’s 20092010 Annual Report on Form 10-K, the auditors’ attestation report on management’s assessment. During the course of 2009,2010, management regularly discussed the internal control review and assessment process with the Audit and Risk Committee, including the framework used to evaluate the effectiveness of such internal control, and at regular intervals updated the Audit and Risk Committee on the status of this process and actions taken by management to respond to issues identified during this process. The Audit and Risk Committee also discussed this process with KPMG. Management’s assessment report and the auditor’s attestation report are included as part of the 20092010 Annual Report on Form 10-K.

Andrew B. Abramson, Committee Chairman

Eric P. Edelstein, Vice Chairman

Pamela R. Bronander

Gerald Korde

Michael L. LaRusso

Marc J. Lenner

ITEM 3

APPROVAL OF THE VALLEY NATIONAL BANCORP

2010 EXECUTIVE INCENTIVE PLAN

The Valley National Bancorp 2010 Executive Incentive Plan (the “Plan”) was approved by the Board of Directors on March 2, 2010, subject to shareholder approval at the 2010 Annual Meeting. If approved by the shareholders, the Plan will become effective as of January 1, 2010. This Plan will replace the Executive Incentive Plan (“EIP”) adopted by the Board of Directors in 2000 and approved by shareholders at the 2000 Annual Meeting and reapproved by shareholders at the 2005 Annual Meeting. If the Plan is not approved by shareholders no bonuses will be paid under the Plan. We reserve the right to use other discretionary bonus compensation outside of the Plan.

The Plan is being proposed to create what the Board believes will be effective incentive compensation while at the same time allowing us to deduct for income tax purposes certain executive compensation we otherwise may not be able to deduct. The Plan accomplishes the latter purpose by complying with Internal Revenue Code Section 162(m) and the regulations thereunder. Section 162(m) provides that we are not entitled to an income tax deduction for annual compensation in excess of $1,000,000 paid by Valley to certain of our named executive officers (appearing in the Summary Compensation Table each year) subject to certain exceptions. One exception allows us to deduct compensation which meets the requirements for performance-based compensation if the performance-based compensation is paid or distributed pursuant to a plan which has been approved by our shareholders. Thus our shareholder approval is necessary to deduct certain incentive compensation paid under the Plan.

The Plan creates on January 1 of each year a bonus pool consisting of 5% of the income before income taxes which may be earned by us in the coming year. This aspect of the Plan makes the bonus payments under the Plan performance-based compensation if certain other requirements are met. The bonus pool is then split into shares by the Compensation and Human Resources Committee (the “Compensation Committee”), which will administer the Plan, and awarded to participants prior to 90 days after the beginning of the calendar year in which the bonus pool will be earned. The Compensation Committee is not required to award 100 percent of the bonus pool and after shares are awarded in the pool the Compensation Committee retains the right, in its sole discretion, to reduce (but not to increase) the amount of any award until it is paid to an executive. The bonus pool of 5% of income before income taxes is expected to be used for bonuses to our named executive officers and other senior officers. The Compensation Committee anticipates that it will exercise its negative discretion to pay out significantly less than the entire bonus pool. The Company paid bonuses and awarded restricted stock to our named executive officers and other senior officers of $1.4 million, $3.7 million and $2.8 million for the performance years 2009, 2008 and 2007, respectively. Although the Plan has been designed to allow us to retain the tax deductibility of certain compensation in excess of $1,000,000 per year paid to our named executive officers, the Company expects that it will pay bonuses and award restricted stock under the Plan to named executive officers and other senior officers with compensation below that threshold. The Compensation Committee presently expects it would decide the dollar amount of the award to be received by the executive after the Committee measures performance at the end of the year against a variety of criteria established earlier in the year as described in the Compensation Discussion and Analysis Section on page 23. The Compensation Committee does not expect that any named executive will receive more than a fixed percentage of salary as a bonus.

The Compensation Committee and the Board determined to replace the EIP with the Plan because they concluded that the EIP inadvertently created unnecessary incentives to take risk. The EIP authorized awards to be based upon such factors as earnings per share, return on equity and other numbers oriented goals. In practice, the Compensation Committee set bonuses based upon our meeting certain earnings per share goals. While the new Plan targets a percentage of income before income taxes, the Plan expressly authorizes the Compensation Committee to exercise negative discretion on the size of the awards and thereby allows the Compensation Committee more easily to take into account a broad array of goals to determine the actual size of the individual incentive bonus. Prior to the payment or distribution of any award pursuant to the Plan, the Compensation Committee must certify in writing, which may be in the form of the minutes of the meetings of the Compensation Committee, that all of the performance goals and other material terms of the Plan pertaining to such award have been met. Awards may be paid or distributed, in whole or in part, in cash or in the form of grants of stock-based awards made under our Long-Term Stock Incentive Plan. Since the Plan expressly authorizes the Compensation Committee to pay awards in both cash and stock, the Committee can make awards of restricted stock in payment of earned bonuses which will qualify for a tax deduction under Section 162(m), which otherwise might not be deductible if granted outside the Plan.

The Plan requires that a participant continue in our employment for the entire plan year to receive the award. However, the Compensation Committee has the discretion to pay the award in the event of the termination of the participant’s employment during the plan year due to death, disability, retirement or under other circumstances approved by the Compensation Committee, but only on the same terms and at the same time as the award would have been made had the participant’s employment not terminated. Under the Plan, if the employment of a participant terminates during the year, the termination will not result in an increase in the shares allocated to other participants.

The Plan is consistent with our historical emphasis on performance-based compensation as well as our current compensation philosophy, as more fully described in the Compensation Discussion and Analysis beginning on page 23 of this Proxy Statement. The Plan also assists us by preserving the tax-deductibility of senior officer compensation.

It is anticipated that those eligible to participate in the Plan would be limited to the named executive officers and other senior officers; however, the Compensation Committee may designate any other officer or employee of Valley or one of its subsidiaries as eligible to participate in the Plan.

The Compensation Committee may, in its discretion, pay supplemental compensation awards outside of the Plan to one or more Plan participants, which supplemental awards may not be deductible.It is intended that any such supplemental awards would be made in circumstances so as not to cause bonus awards under the Plan to be other than performance-based compensation within the requirements of Section 162(m). The Plan may be amended by the Board of Directors at any time, provided that no amendment which requires shareholder approval in order for bonuses paid under the Plan to continue to be deductible under Section 162(m) or another section of the Internal Revenue Code, may be made without shareholder approval.

A copy of the Plan is attached as Appendix A to this proxy statement and the foregoing description is qualified in its entirety by reference to the Plan.

RECOMMENDATION ON ITEM 3

THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2010 EXECUTIVE INCENTIVE PLAN. THE FAVORABLE VOTE OF A MAJORITY OF THE VOTES CAST IS REQUIRED TO APPROVE THIS PROPOSAL.

ITEM 4

ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

We are providing our shareholders with the opportunity to cast an advisory vote on executive compensation for the named executive officers as described below. Last year the Company participated in the Troubled Asset Relief Program (TARP) administered by the United States Treasury and under the American Recovery and Reinvestment Act of 2009, every TARP participant was required to allow shareholders an advisory vote on executive compensation. While we are no longer required to have such a vote because we are no longer a TARP participant, we continue to believe that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program.

The Company’s goal for its executive compensation program is to reward executives who provide leadership for and contribute to our financial success. The Company seeks to accomplish this goal in a way that is aligned with the long-term interests of the Company’s shareholders. The Company believes that its executive compensation program satisfies this goal.

The Compensation Discussion and Analysis beginning on page 23 of this Proxy Statement, describes the Company’s executive compensation program and the decisions made by the Compensation and Human Resources Committee in 2009 and early 2010 in detail.

The Company requests shareholder approval of the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Committee Report, the Compensation Discussion and Analysis, and the compensation tables).

As an advisory vote, this proposal is not binding upon the Board of Directors or the Company. However, the Compensation and Human Resources Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for named executive officers.

RECOMMENDATION AND VOTE REQUIRED FOR ITEM 4

THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-BINDING APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DETERMINED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE. THE “FOR” VOTE OF A MAJORITY OF THE VOTES CAST WILL CONSTITUTE APPROVAL OF THIS ADVISORY PROPOSAL.Suresh L. Sani

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of the Board of Directors. Members of the Board are kept informed of Valley’s business through discussions with the Chairman and our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. In this regard, to further educate directors about Valley and assist committees in their work, committees are encouraged to invite non-member directors to attend committee meetings to learn about the workings of the Board. All members of the Board also served as directors of our subsidiary bank, Valley National Bank (the “Bank”), during 2009.2010. It is our policy that all directors attend the annual meeting absent a compelling reason, such as family or medical emergencies. In 2009,2010, all directors then serving attended our annual meeting.

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and safe and sound banking principles. The Board has adopted corporate governance practices which the Board and senior management believe promote this purpose. Periodically, these governance practices, as well as the rules and listing standards of NASDAQ and the NYSE and the regulations of the SEC, are reviewed by senior management, outside expert legal counsel and the Board.

BOARD LEADERSHIP STRUCTUREANDTHE BOARD’S ROLEIN RISK OVERSIGHT.  Valley is led by Mr. Gerald Lipkin, who has served as our Chairman and CEO since 1989. Our Board is comprised of Mr. Lipkin and 14 other directors, of whom 10 are independent under NYSE and NASDAQ guidelines. The Board has three standing independent committees with separate chairpersons – the Audit and Risk Committee, a Nominating and Corporate Governance Committee, and a Compensation and Human Resources Committee. Our Audit and Risk Committee is responsible for overseeing risk management, and our full board regularly engages in discussions of risk management and receives reports on risk from our executive management, other company officers and the chair of the Audit and Risk Committee. Each of our other board committees also considers the risk within its area of responsibilities. We do not have a lead director, but our corporate governance guidelines provide that our non-management directors will meet in executive session at least once a year and that the three chairs of our board committees will rotate in presiding at these executive sessions.

We have employed thisthe same basic leadership structure since Mr. Lipkin became Chairman and CEO in 1989. We believe that this leadership structure has been effective. Our corporate leadership structure is commonly utilized by other public companies in the United States. We believe that having a combined chairman/CEO and independent chairpersons for each of our Board committees provides the right form of leadership. We have a single leader for our company who can present a consistent vision, and he is seen by our customers, business partners, investors and other stakeholders as providing strong leadership for Valley and in our industry. We believe that our Chairman/CEO together with the Audit and Risk Committee and the full board of directors, provide effective oversight of the risk management function.

DIRECTOR INDEPENDENCE. The Board has determined that a majority of the directors and all current members of the Nominating and Corporate Governance, Compensation and Human Resources, and Audit and Risk Committees are “independent” for purposes of the independence standards of both the New York Stock Exchange and NASDAQ, and that all of the members of the Audit and Risk Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934 and the independence standards of both the New York Stock Exchange and NASDAQ. The Board based these determinations primarily on a review of the responses of the directors to questions regarding employment and transaction history, affiliations and family and other relationships and on discussions with the directors. Our independent directors are: Andrew B. Abramson, Pamela R. Bronander, Eric P. Edelstein, Gerald Korde, Michael L. LaRusso, Marc J. Lenner, Robinson Markel, Richard S. Miller, Barnett Rukin and Suresh L. Sani.

To assist in making determinations of independence, the Board has concluded that the following relationships are immaterial and that a director whose only relationships with the Company fall within these categories is independent:

—

Annual contributions by Valley or its subsidiaries to any charity or non-profit corporation with which a director is affiliated if the contributions do not exceed an aggregate of $30,000 in any calendar year;

The Board considered the following categories of items for each director it determined was independent:

EXECUTIVE SESSIONSOF NON-MANAGEMENT DIRECTORS.  Valley’s Corporate Governance Guidelines require the Board to provide for executive sessions with only independent, non-management directors participating. At least once a year, the Board holds an executive session including only independent, non-management directors. Valley’s Board has chosen to rotate the presiding director for each meeting among the respective chairmen of the Audit and Risk, Compensation and Human Resources, and Nominating and Corporate Governance Committees.

SHAREHOLDERAND INTERESTED PARTIES COMMUNICATIONSWITH DIRECTORS.  The Board of Directors has established the following procedures for shareholder or interested party communications with the Board of Directors;Directors or with the rotating chairman of the executive sessions of the non-management directors of the Board:

The Board of Directors has also established the following procedures for shareholder or interested party communications with the rotating chairman of the executive sessions of the non-management directors of the Board:

COMMITTEESOFTHE BOARDOF DIRECTORS; BOARDOF DIRECTORS MEETINGS

In 2009,2010, the Board of Directors maintained an Audit and Risk Committee, a Nominating and Corporate Governance Committee, and a Compensation and Human Resources Committee. Only independent directors serve on these committees.

During 2009, eachEach director attended at least 95%87% or more of the meetings of the Board of Directors, the Bank Board and of each committee on which he or she served.served for the two-year period ended December 31, 2010. Our Board met five times during 20092010 and the Bank’s Board met fourteen12 times during 2009.2010.

The following table presents 20092010 membership information for each of our Audit and Risk, Nominating and Corporate Governance, and Compensation and Human Resources Committees.

AUDITAND RISK COMMITTEE.  The Audit and Risk Committee met eightnine times during 2009,2010, (and in addition, the Committee Chairman and typicallyon occasion one other member of the Audit and Risk Committee met with the Chief Audit Executive and Chief Risk Officer of Valley monthly for the purpose of communicating closely with those officers and receiving updates on significant developments.) The Board of Directors has determined that each member of the Audit and Risk Committee is financially literate and that more than one member of the Audit and Risk Committee has the accounting or related financial management expertise required by the NYSE. The Board of Directors has also determined that Mr. Edelstein, meetsMr. LaRusso and Mr. Lenner meet the SEC criteria of an “Audit Committee Financial Expert.”

The charter for the Audit and Risk Committee can be viewed at the “Corporate Profile” link on our website www.valleynationalbank.com.www.valleynationalbank.com/charters. The charter gives the Committee the authority and responsibility for the appointment, retention, compensation and oversight of our independent registered public accounting firm, including pre-approval of all audit and non-audit services to be performed by our independent registered public accounting firm. Each member of the Audit and Risk Committee is independent under both NYSE and NASDAQ listing rules. Other responsibilities of the Audit and Risk Committee pursuant to the charter include:

—

Reviewing examination reports by regulatory agencies, together with management’s response and follow-up;

NOMINATINGAND CORPORATE GOVERNANCE COMMITTEE.  The Committee met four times during 2009.2010. This Committee reviews qualifications of and recommends to the Board candidates for election as director of Valley and the Bank, considers the composition of the Board, recommends committee assignments, and discusses management succession for the Chairman and the CEO positions. The Nominating and Corporate Governance Committee develops corporate governance guidelines which include:

The Nominating and Corporate Governance Committee is also charged with overseeing the Board’s adherence to our corporate governance standards and the Code of Conduct and Ethics. The Nominating and Corporate Governance Committee reviews recommendations from shareholders regarding corporate governance and director candidates. The procedure for submitting recommendations of director candidates is set forth below under the caption “Nomination of Directors.” Each member of the Nominating and Corporate Governance Committee is independent under both NYSE and NASDAQ listing rules.

COMPENSATIONAND HUMAN RESOURCES COMMITTEE.  The Committee met fivenine times during 2009.2010. The Committee determines CEO compensation, sets general compensation levels for directors, all officers and employees and sets specific compensation for named executive officers (“NEOs”) and other executive officers. It also administers our non-equity and the equity incentive plans, including the 2009 Long-Term Stock Incentive Plan and makes awards pursuant to those plans.The Board has approved its charter, available at the “Corporate Profile” link onunder our website located at www.valleynationalbank.com,www.valleynationalbank.com/charters, which delegates to the Committee the responsibility to recommend Board compensation. Each member of the Compensation and Human Resources Committee is independent under both NYSE and NASDAQ listing rules.

EXECUTIVE OFFICERS COMPENSATION.  In undertaking its responsibilities, annually, the Committee receives from the CEO recommendations for salary, non-equity incentive awards, stock option and restricted stock awards for NEOs and other executive officers. After considering the possible payments under our 2009 Long-Term Stock Incentive Plan (“2009 LTSIP”) and our 2010 Executive Incentive Plan (“2010 EIP”), and discussing the recommendations with the CEO, the Committee meets in executive session to make the final decisions on these elements of compensation. All stock awards are made using the closing stock price on the date thatprior to the date the awards are approved.

The Committee also determines Stock awards under the CEO’s compensation based on various factors including performance, personal goals and objectives as well as operating targets and2009 LTSIP may take the peer group analysis. The determinationform of restricted shares, stock options or both. Awards under the Committee is final.

The salaries, non-equity compensation and stock awards to other officers are proposed by the CEO to the Committee after he has consulted with the other executive officers. These recommendations are reviewed by the Committee and after discussion (and2010 EIP may be in certain cases amendments) are approved. All stock awards are made using the closing stock price on the date that the awards are approved. For the Chief Audit Executive and the Chief Risk Officer, salaries are approved by the Chairman of the Audit and Risk Committee.cash, restricted shares or both.

Under authority delegated by the Committee, all other employee salaries and non-equity compensation are determined by executive management. For stock awards, based on operational considerations, prior awards and staff numbers, a block of shares is allocated by the Committee. The individual stock option and restricted stock awards are then allocated by the CEO and his executive staff. All stock awards are made using the closing stock price on the date prior to the date that the awards are approved.

Under authority delegated by the Committee, during the year, the CEO is authorized to make limited stock option grants and restricted stock awards in specific circumstances (special incentive awards for non-officers, awards to new employees and grants on completion of advanced degrees.) All stock awards are made atusing the closing stock price on the date prior to the date that the awards are approved.

All awards not specifically approved in advance by the Committee, but awarded under the authority delegated, are reported to the Committee at its next meeting at which time the Committee ratifies the action taken.

COMPENSATION CONSULTANTS.  

In 20092010 the Committee in its sole discretion employed Fredrick W. Cook & Co. as compensation consultants. The Cook firm was employed to review compensation and performance data of a peer group of comparable financial organizations that had been selected by the Committee and in relationship to these data provide an overview and comments on Valley’s executive compensation. Also, the Cook firm was requested to provide trend information relating to executive compensation matters (specifically, the benefit equalization plan in 2008.)matters. In addition, the Cook firm has reviewed and provided comments on the compensation disclosures contained in this proxy statement.

In addition, the Committee also employed Towers Watson Wyatt Worldwide as compensation analysts to provide an analysis and information relating to our NEOs’ potential post-employment payments described below, under the “Compensation Discussion & Analysis – Potential Payments on Termination of Employment or Change-in-Control” section.Post-Employment Compensation Elements.”

COMPENSATIONASTHEYITRELATERELATESTORISKMANAGEMENT.

The Chief Risk Officer evaluated all incentive-based compensation for all employees of the Company and reported to the Compensation and Human Resources Committee that none individually, or taken together, was reasonably likely to have a material adverse effect on Valley. Each NEO’s compensation was not considered excessive; NEOs did not receive cash incentive payments in 2009.excessive. None of the other forms of compensation or incentives for Valley employees were considered to encourage undue or unwarranted risk. The Compensation and Human Resources Committee accepted the Chief Risk Officer’s report.

AVAILABILITYOF COMMITTEE CHARTERS

The Audit and Risk Committee, Nominating and Corporate Governance Committee, and Compensation and Human Resources Committee each operates pursuant to a separate written charter adopted by the Board. Each committeeCommittee reviews its charter at least annually. All of the committee charters can be viewed at the “Corporate Profile” link on our website www.valleynationalbank.com.www.valleynationalbank.com/charters. Each charter is also available in print to any shareholder who requests it. The information contained on the website is not incorporated by reference or otherwise considered a part of this document.

NOMINATIONOF DIRECTORS

Nominations for a director may be made only by the Board of Directors, the Nominating and Corporate Governance Committee of the Board, or by a shareholder of record entitled to vote. The Board of Directors has established minimum criteria for members of the Board. These include:

—

Unless there are mitigating circumstances (such as medical or family emergencies), any Board member who attends less than 85% of the Board and assigned committee meetings for two consecutive years, will not be nominated for re-election;

The Nominating and Corporate Governance Committee has adopted a policy regarding consideration of director candidates recommended by shareholders. The Nominating and Corporate Governance Committee will consider nominations recommended by shareholders. In order for a shareholder to recommend a nomination, the shareholder must provide the recommendation along with the additional information and supporting materials to our Corporate Secretary not less than 12090 days nor more than 150120 days prior to the first anniversary of the date of the preceding year’s annual meeting. The shareholder wishing to propose a candidate for consideration by the Nominating and Corporate Governance Committee must own at least 1% of Valley’s outstanding common stock. In addition, the Nominating and Corporate Governance Committee has the right to require any additional background or other information from any director candidate or the recommending shareholder as it may deem appropriate. For Valley’s annual meeting in 2011,2012, we must receive this notice on or after NovemberDecember 15, 2010,2011, and on or before December 15, 2010.January 14, 2012. The following factors, at a minimum, are considered by the Nominating and Corporate Governance Committee as part of its review of all director candidates and in recommending potential director candidates to the Board:

Diversity is one of the factors that the Nominating Committee considers in identifying nominees for a director. In selecting director nominees the Nominating Committee considers, among other factors, (1) the competencies and skills that the candidate possesses and the candidate’s areas of qualification and expertise that would enhance the composition of the Board, and (2) how

the candidate would contribute to the Board’s overall balance of expertise, perspectives, backgrounds and experiences in substantive matters pertaining to the Company’s business. The Nominating Committee has not adopted a formal diversity policy with regard to the selection of director nominees.

You can obtain a copy of the full text of our policy regarding shareholder nominations by writing toDianne M. Grenz, First Senior Vice President, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey 07470.

COMPENSATIONAND HUMAN RESOURCES COMMITTEE PROCESSESAND PROCEDURES

The Board has delegated the responsibility for executive compensation matters to the Compensation and Human Resources Committee. The minutes of the Committee meetings are provided at Board meetings and the chair of the Committee reports to the Board significant issues dealt with by the Committee.

The Committee operates pursuant to a charter, determines CEO compensation, sets general compensation levels for all officers and employees and sets specific compensation for NEOs and other executive officers. It also administers our non-equity compensation plan and the equity compensation plans, including the 2009 Long-Term Stock Incentive Plan and makes awards pursuant to those plans. The Board has approved its charter, available at the “Corporate Profile” link on the Company’s website located at www.valleynationalbank.com, which delegates to the Committee the responsibility to recommend Board compensation.

CODEOF CONDUCTAND ETHICSAND CORPORATE GOVERNANCE GUIDELINES

We have adopted a Code of Conduct and Ethics which applies to our chief executive officer, principal financial officer, principal accounting officer and to all of our other directors, officers and employees. The Code of Conduct and Ethics is available in the “Corporate Profile” section ofand can be viewed under our website located at www.valleynationalbank.com.www.valleynationalbank.com/charters. The Code of Conduct and Ethics is also available in print to any shareholder who requests it. We will disclose any substantive amendments to or waiver from provisions of the Code of Conduct and Ethics made with respect to the chief executive officer, principal financial officer or principal accounting officer on that website.

We have also adopted Corporate Governance Guidelines, which are intended to provide guidelines for the governance by the Board and its committees. The Corporate Governance Guidelines are available at the “Corporate Profile” section ofunder our website located at www.valleynationalbank.com.www.valleynationalbank.com/charters. The Corporate Governance Guidelines are also available in print to any shareholder who requests them.

DIRECTOR COMPENSATION

COMPENSATIONOF DIRECTORS.    Annual compensation of non-employee directors for 20092010 was comprised of the following components: cash compensation consisting of annual retainer; meeting and committee fees; and, to the extent that a director elects to forego all or a portion of the annual retainer and board meeting fees, participation in the 2004 Directors Restricted Stock Plan. In addition, there is also a Directors Retirement Plan. Each of these compensation components is described in detail below. The total 20092010 compensation of the non-employee directors is shown in the following table.

20092010 DIRECTOR COMPENSATION

ANNUAL BOARD RETAINER.  Non-employee directors received an annual retainer of $30,000 per year, paid quarterly. This retainer is paid to recognize expected ongoing dialog of board members with our executives and employees, for being available to provide their professional expertise as needed, for attending various Bank functions, for undertaking continuing education, and for interfacing with customers as appropriate.

BOARD MEETING FEES.  In recognition of the preparation time, travel time, attendance at and providing professional expertise at the board meetings, non-employee directors received a board meeting fee of $2,000 for each meeting attended.

BOARD COMMITTEE FEESAND COMMITTEE CHAIR RETAINER.  The Chair of the Audit and Risk Committee received an annual retainer of $10,000 and the Vice Chair a retainer of $3,750. The Chair of the Compensation and Human Resources Committee received an annual retainer of $10,000 and each Vice Chair a retainer of $5,000. The Chair of the Nominating and Corporate Governance Committee received an annual retainer of $7,500. These retainers are to recognize the extensive time that is devoted to committee matters including meetings with management, auditors, attorneys and consultants and preparing committee agendas.

All members of these committees are paid for attending each committee meeting as follows: $2,000 for Audit and Risk, $1,500 for Compensation and Human Resources and $1,000 for Nominating and Corporate Governance.

The Company and Bank also have a number of other committees (other than the corporate governance committees listed above and required to be disclosed) that are not “disclosed” committees under SEC and NYSE rules. These committees generally deal with oversight of various operating matters. All other committee chairs receive a retainer of $5,000 and there is an attendance fee between $500 and $1,000 for each committee meeting.

DIRECTORS RETIREMENT PLAN.  We maintain a retirement plan for non-employee directors. The plan provides 10 years of annual benefits to directors with five or more years of service. The benefits commence following the later of a director reaching age 65 or after a director has retired from the Board. The annual benefit is equal to the director’s years of service, multiplied by 5%, multiplied by the final annual retainer paid to the director at the time of retirement. In the event of the death of the director prior to receipt of all benefits, the payments continue to the director’s beneficiary or estate.

DIRECTORS RESTRICTED STOCK PLAN.  We also maintain the 2004 Director Restricted Stock Plan (“2004 Directors Plan”). The 2004 Directors Plan provides the non-employee members of the Board of Directors with the opportunity to forego some or all of their annual cash retainer and meeting fees in exchange for shares of Valley restricted stock granted at a percentage75% percent of the market value at the date of grant (generally 75%).grant. The discount recognizes the exchange of immediate cash fees for a five year deferral or until retirement, death, disability, the participant’s inability to stand for re-election due to age restrictions, or the participant’s failure to be re-elected after standing for re-election, and if there is a change-in-control prior to the vesting date. There are 103,178were 94,916 shares outstanding under this plan as of December 31, 2009.2010.

STOCK OWNERSHIP OF MANAGEMENT

AND PRINCIPAL SHAREHOLDERS

STOCK OWNERSHIPOF DIRECTORSAND EXECUTIVE OFFICERS.  The following table contains information about the beneficial ownership of our common stock at December 31, 20092010 by each director, by each of our executive officer for whom individual information is required to be set forth in this proxy statement under rules of the SEC, and by directors and all executive officers as a group.

(8)

This total includes 44,74546,981 shares held by Mr. Eskow’s wife, 3,1893,529 shares held in Mr. Eskow’s KSOP, 8839,463 shares held in his IRA, 9481,019 shares held jointly with his wife, 861940 shares in an IRA held by his wife, 28,53034,175 restricted shares and 93,433104,098 shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2009,2010, but not the 22,08230,855 shares potentially available in the future by exercise of his stock options not exercisable within 60 days of December 31, 2009.2010.

(9)	This total includes 174,158182,865 shares held by Ms. Guilfoile’s spouse and 22,49222,091 restricted shares pursuant to the director restricted stock plan.

(10)	This total includes 17,30414,667 shares owned by trusts for the benefit of Mr. G. Jones’ children of which his wife is co-trustee; and of this total, 811,880862,844 shares were pledged as security.

(11)

This total includes 62,31365,428 shares held jointly with Mr. Korde’s wife, 296,037310,838 shares held in the name of Mr. Korde’s wife, 771,713810,298 shares held by his wife as custodian for his children, 272,437286,058 shares held by a trust of which Mr. Korde is a trustee and 109,223114,684 shares held in Mr. Korde’s self-directed IRA.

(12)	This total includes 12,53313,159 shares held jointly with Mr. LaRusso’s wife and 10,00711,100 restricted shares pursuant to the director restricted stock plan.

(13)

This total includes 19,45211,490 shares owned by Mr. Lawrence’s wife, 54,246 shares owned by family members which Mr. Lawrence has the power to vote pursuant toheld in a proxy, 4,163retirement pension, 378 shares held by Mr. Lawrence as custodian for his son, 2,008Lenner’s wife, 18,409 shares held by his spouse and himself as custodians for their grandchildren, 55,198children, 175,418 shares ownedheld by a trust of which heMr. Lenner is 50% trustee and 12,222 shares held by a 45% beneficiarycharitable foundation.

(14)

This total includes 201,135 shares held in the name of Mr. Lipkin’s wife, 140 shares held jointly with his wife, 58,249 shares held in a Roth IRA, and 26,35817,681 shares ownedheld by an estatea family charitable foundation of which Mr. LawrenceLipkin is an executor and 50% beneficiary.a co-trustee. This total also includes 5,871Mr. Lipkin’s 77,929 restricted shares and 71,513185,088 shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2009,2010, but not 18,509the 64,639 shares potentially available in the future by exercise of his stock options not exercisable within 60 days of December 31, 2009.

(14)	This total includes 10,385 shares held in a retirement pension, 342 shares held by Mr. Lenner’s wife, 16,639 shares held by his children, 167,065 shares held by a trust of which Mr. Lenner is 50% trustee and 11,046 shares held by a charitable foundation.2010.

(15)

This total includes 185,559 shares held in the name of Mr. Lipkin’s wife, 134 shares held jointly with his wife, 2,755 shares held in his KSOP, and 19,323 shares held by a family charitable foundation of which Mr. Lipkin is a co-trustee. This total also includes Mr. Lipkin’s 67,411 restricted shares and 154,370 shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2009, but not the 45,442 shares potentially available in the future by exercise of his stock options not exercisable within 60 days of December 31, 2009.

(16)

This total includes 4,9045,149 shares owned by Mr. Markel’s wife, 34,49536,219 shares held by his wife in trust for his children, 81,14085,197 shares owned by Mr. Markel in his self-directed IRA and 248,140253,139 shares owned by his sister, which Mr. Markel has power to vote. Mr. Markel disclaims beneficial ownership of the shares held by his wife, the shares held by his wife in trust for his children and shares owned by his sister.

(17)(16)

This total includes Mr. Meyer’s 19,48822,027 restricted shares, 112,693118,327 shares held jointly with his wife, 3,0733,356 shares held in his KSOP and 120,781117,023 shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2009,2010, but not the 22,08223,630 shares potentially available in the future by exercise of his stock options not exercisable within 60 days of December 31, 2009;2010; and of this total, 137,977144,875 shares were pledged as security.

(18)(17)

This total includes 33,89835,572 shares held in Mr. Miller’s self-directed IRA, 36,84738,685 shares held jointly with his wife, 2,3552,469 shares held by a corporation for which Mr. Miller is a 20% shareholder, and 8,2998,709 shares held by his wife, but not the 1,784and 1,873 shares potentially available in the future by exercise of his warrants not exercisable within 60 days of December 31, 2009.2010. Mr. Miller disclaims beneficial ownership of the 8,2998,709 shares held by his wife, and all shares held by the corporation except for the 20% or 471494 of such shares.

(19)(18)

This total includes 23,91525,110 shares held by Mr. Rukin’s wife, as custodian and Mr. Rukin, as trustee, in various accounts for their children, 10,90611,451 shares held by a private foundation of which Mr. Rukin is an officer and 16,59411,132 restricted shares pursuant to the director stock plan. Mr. Rukin disclaims beneficial ownership of the shares held by his wife, shares held by his wife as custodian for their children, and shares held by a private foundation.

(20)(19)

This total includes 4,9315,178 shares held in Mr. Sani’s Keogh Plan, 4,9315,178 shares held in trusts for benefit of his children, and 38,35340,271 shares held in pension trusts of which Mr. Sani is co-trustee.

(21)(20)

This total includes 134,618130,850 shares held by a foundation of which Mr. Soldoveri is a trustee, but does not include 607637 shares represented byof warrants not exercisable within 60 days of December 31, 2009.2010.

(22)(21)

This total includes 705,8591,345,774 shares owned by 1213 executive officers who are not directors or named executive officers, which total includes 11,34012,519 shares in KSOP and/or IRA, 25,977139,879 indirect shares, 60,62581,935 restricted shares, and 316,552436,087 shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2009,2010, but not the 74,68279,628 shares potentially available in the future by exercise of their stock options not exercisable within 60 days of December 31, 2009.2010. The total does not include shares held by the Bank’s trust department.

PRINCIPAL SHAREHOLDERS.  The following table contains information about the beneficial ownership at December 31, 20092010 by persons or groups that beneficially owns 5% or more of our common stock.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

EXECUTIVE SUMMARY

OUR 20092010 PERFORMANCE.  20092010, like its predecessor, was not an easy year for financial institutions in general. There were numerous bank failures.Bank failures continued at record levels. Many companies reported greatly reduced earnings or actual losses. Many reducedbanks continued to reduce or eliminatedeliminate dividends to common shareholders. While our 20092010 operating results were below our expectations, we did better thanlong term objectives, they were improved over 2009, which in 2008, whichturn was an improvement over 2008. This was not the case for many regional banks and financial institutions. We reported net income of $116.1 million in 2009, compared with $93.6 million in 2008. In addition:Some highlights for 2010 were:

The above results were accomplished even thoughPAY FOR PERFORMANCE.  Table 1 below lists the principal compensation elements and why we provide them.

Table 1. Compensation Elements

SHAREHOLDER SAY-ON-PAY VOTES.  We asked our expense for the Federal Deposit Insurance Corporation insurance assessment was 10 times highershareholders to approve our NEO compensation program at our Annual Meetings of Shareholders in 2009 and 2010. In 2010, the percentage voting to approve was higher than 2008 ($20.1 millionthe prior year, at 90.38% of those voting; in 2009, $2.0 million82.25% of those voting voted to approve.

RECAPTURE.  Our “clawback” policy lets us recapture awards that turn out to have been based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. Also, cash bonus awards under our Executive Incentive Plan are paid in 2008), we hadinstallments over a two-year time period, allowing us to recordevaluate the longer-term results of NEO business decisions before completing payment of cash awards.

HOLD PAST TERMINATION.  Our “hold-past-termination” policy for all new stock-based awards requires a non-cash chargedeparting NEO to hold half of $15.8 million oncertain shares for at least 18 months after employment terminates.

PEER GROUP COMPARISONS.  Chart 1 below compares the fair valueindicated aspects of our junior subordinated debentures comparedperformance and the compensation of our NEOs over periods of one and three years relative to a gainour peer group. While most of $15.2 millionthe performance parameters fall at or above the 75th percentile in 2008,the one-year comparison and we raisedat or above the 50th percentile in the three-year comparison, cash compensation and total compensation parameters mostly fall at or below the 25th percentile in both the one- and three-year comparisons.

Chart 1. Valley National Bank performance relative to peers

NEO COMPENSATION HIGHLIGHTS – 2010ANDEARLY 2011.  The key elements of our provision for credit losses to $48.0 millionexecutive compensation program in 2009 compared to the 2008 provision of $28.3 million.

In 2008, all ofwhich our named executive officers (“NEOs”) volunteered to forego any base salary increase that otherwise would have taken effectparticipated in January 2009. Also, they agreed that no equity-based incentive award (stock2010 consisted of cash salaries and cash bonuses (paid beginning in February 2011 and as further described below, under “EIP Awards”), and option orand restricted stock award) should be paid. The decision byawards under our NEOs to forego these2009 Long-Term Incentive Plan.

Superior NEO performance was recognized with salary increases, cash incentives and awards was based on the severe deterioration of the economy which resulted in a decline instock and stock options under our 2008 earnings. When we accepted TARP funds in 2008, we became subject to the executive compensation restrictions of that program, which were enhanced in 2009 and permitted only payments of salary and grants of TARP-compliant restricted stock. The result was that 2009 NEO cash compensation ranged from about 53% to 67%below 2008 levels. See Table 1 below in this discussion and analysis.

After all TARP funds were repaid in December 2009, we were no longer subject to TARP’s executive compensation restrictions. For 2010, we have substantially increased base salaries for our NEOs and we are proposing to revise our ExecutiveLong-Term Stock Incentive Program so that it will allow us to pay tax-deductible bonuses to our NEOs in cash or stock. See “Compensation Details”Plan, as described below.

OUR COMPENSATION PHILOSOPHY

We are awarerecognize that there is substantial and legitimate concern about the way compensation is paid by financial institutions. There is a growing belief thatinstitution executive compensation oughtshould be structured so as not to encourage the taking by management of those institutions of unreasonable or unnecessary risks, and that the period over which incentive compensation is obtained should be more closely aligned with the “risk horizon,” that is, the length of (the estimated time estimated to be needed in order to see whether or notif the taking of risk taken has produced the intended beneficial result,result), and the incentive compensation beingis reduced or eliminated if expected results are not achieved.

We began toTo address these concerns, we have put in our 2009 compensation. That year, we adopted a “hold-past-termination” policy under the 2009 LTSIP for all new stock-based awards (restricted stock awards, and stock obtained by exercising stock options.) The policy applies to all unvested NEO award shares under the 2009 LTSIP whose vesting is accelerated as the result of an NEO’s leaving our employ other than shares accelerated due to a change-in-control, and requires the departing NEO to hold 50% of those shares for at least 18 months after termination of employment for reasons other than death, disability or change-in-control. We adopted this policy to better align the long-term interests of our NEOs with those of our shareholders, because we expect it to induce a longer-term focus by NEOs on the safety and well-being of our institution over a substantial period beyond the time when they lose the ability to influence its operations.

At the beginning of 2010, we madeplace a number of further changes in our executive compensation plans applicablemeasures intended to our NEOs:avoid encouraging risks:

OUR NAMED EXECUTIVE OFFICERS (“NEOS”)

Our NEOs during 20092010 were: President, CEO and Chairman Gerald H. Lipkin, Senior Executive Vice President and Chief Financial Officer Alan D. Eskow; Senior Executive Vice President and Chief Operating Officer Peter Crocitto and Executive Vice Presidents Albert L. Engel James G. Lawrence and Robert M. Meyer. Messrs. Eskow and Crocitto were promoted to Senior Executive Vice President during 2009. We have included compensation information about six of our officers holding Executive Vice President or higher ranking because of a recent change adopted by the SEC in the method of computing total compensation.

OUR COMPENSATIONAND HUMAN RESOURCES COMMITTEE

Our Compensation and Human Resources Committee (the “Committee”) discharges the duties of our Board of Directors that concern compensation of our NEOs. The Committee’s functions are set out in its charter, which has been approved by the Board. None of the Committee’sCommittee members is an NEO, and all of them are independent as that term is defined under the rules of the New York Stock Exchange and the National Association of Securities Dealers.Exchange.

The Committee met fivenine times in 2009.2010. Our CEO generally attends these meetings (other than(except those that relate to his compensation) at the Committee’s invitation, to provide information about NEOother NEOs and othermore junior officers’ compensation and to assist the Committee in evaluating NEO job performance. At its meeting when compensation is determined for the next year, the Committee reviews management-prepared charts of NEO (and other officer)more junior executives) compensation elements, consisting of:including:

The Committee uses these charts to evaluate each NEO’s recent history of wealth accumulation (in the form of equity awards)awards and recent cash compensation history.compensation. We prepare these charts in order to give the Committee a single, organized source of this

information which it uses to determine whether to approve management’s recommended NEO compensation. In Mr. Lipkin’s case, no compensation recommendation is included in the charts; the Committee discusses his compensation directly with him, then determinesthe Committee meets privately and in its sole discretion fixes his compensation.

In addition to its review of the charts just described, the Committee reviews the extent to which each NEO has achieved personal goals in his area of responsibility. These goals are discussed and set near the beginning of each year, and the achievement review takes place at the year’s end.

Since 2006, the Committee has engaged the services of compensation consulting firm F.W.Frederic W. Cook & Co. (“F.W. Cook”) to assist it in compensation decisions and related matters like peer group membership. One of that firm’s consultants attended threetwo Committee meetings in 2009.2010. F.W. Cook renders no other services to the Company.

PEER GROUP CONSIDERATIONS

At several points in this discussion and analysis, we mention that we compare a particular compensation element with the same element as paid by members of our peer group. We have assembled a group of domestic financial institutions whose operations, measured by factors like revenue, net income, total assets, market capitalization and numbers of employees, are similar in size to ours. OurThe identity of the institutions in our current peer group, unchanged from last year’s, consists of:and their respective revenues, net incomes, total assets and market capitalization as of the end of the fiscal year shown, appear in Table 2 below.

Table 2. Peer Group 2009 Size Comparisons

($ in millions)

NON-TAX QUALIFIED PLAN (“BEP”).  NEOs also participate in a supplemental, non-tax qualified pension plan, known as the Benefit Equalization Plan or BEP. The BEP was adopted January 1, 1989. Generally, each NEO who participates in the tax-qualified plan described above, and whose annual compensation exceeds the maximum amount ($245,000 in both 2009 and 2010) that can be recognized in calculating benefits under a tax-qualified plan, is eligible to become a BEP participant. Actual participation is determined by the Committee in its discretion. TheCurrently, the Committee has determined all of our NEOs other than Mr. Lawrence, to be BEP participants. Mr. Lawrence does not participateBEP benefits are based on the five most highly compensated years which, until a change made in December 2010, had to be consecutive. That requirement was deleted in order to eliminate the negative effect on income (and consequently on BEP benefits) that resulted during the years we participated in the BEP because he is eligible for similar benefitsTARP program and its prohibition of cash bonuses.

CEO MINIMUM PENSION BENEFIT GUARANTEE.  Our CEO’s benefit under the termsabove plans is subject to a minimum guarantee. The guaranteed amount is $600,000 per annum, reduced by any payments under the above plans on account of a predecessor planthe same year. The application of a company we acquired in 2001.the minimum guaranteed pension benefit is as follows:

OTHER BENEFITS.Our NEOs are eligible to participate (as are all our employees who meet service requirements under the several plans) in their selection of components of the benefit package listed below:

The 401(k) plan and the medical and dental plans require a contributory amount to be paid by all participants. While no participant contribution is required for the life insurance plan, we do include the cost of those benefits that exceed $50,000 in participants’ reported income to the Internal Revenue Service. We provide a long-term disability insurance plan under which we pay the insurance premiums. In some cases, NEOs and other participants have requested, and been permitted, to pay the premiums themselves, so that any benefits paid upon disability would not be taxable to the participant.

We believe that the several insurance plans we offer are important components of our comprehensive benefit package, which should induce employees to remain with us. We believe that a 401(k) plan induces our employees to save for future retirement needs, and we encourage this by matching individual plan contributions up to a certain amount,2% of annual salary, as described above, by participating employees.

PERQUISITES.We provide limited perquisites to our NEOs. We offer our NEOsthem the use of a company-owned automobile (except Mr. Lawrence who is reimbursed for his lease of an automobile.) The automobile facilitates NEO travel between our offices, to business meetings with customers and vendors and to investor presentations. NEOs may use the automobile for personal transportation. Personal use of the automobile results in taxable income to the NEO, and we include this in the amounts of income we report to the NEO and the Internal Revenue Service.

We also support and encourage our NEOs to hold a membership in onea local country club (our CEO holds memberships in two clubs) for which we pay admission costs, dues and other business related expenses. We find that the club membership is an effective means of obtaining business as it allows NEOs to interact with present and prospective customers in a relaxed, informal environment. We require that any personal use of the country club facilities for golf or food be paid directly by the NEO. Because the club memberships are used at our expense only for business entertainment, we do not include them as perquisites in our Summary Compensation Table.

POST-EMPLOYMENT COMPENSATION ELEMENTS

SEVERANCE AGREEMENTS.  We have a written severance agreement with each of the NEOs other than Mr. Lawrence. Mr. Lawrence’s employment terms were governed by an employment agreement that expired in March 2008.

our NEOs. We have these severance agreements with our NEOs because each of them has accumulated many years of service as one of our executive officers, and we want them to continue in our service. We believe the assurance that their income will not immediately suffer if their employment were to terminate, helps retain them in our service.

While the severance agreements entitle our NEOs to payment of a year’s salary, it is worth noting that our overall severance policy for officers at all levels provides for two weeks of severance pay for each completed year in our employ. This means that a non-NEO officer who has been with us 26 years or longer receives the same severance payment as an NEO receives under his or her severance agreement. The NEO severance agreements therefore represent, in most cases, only a modest increase in severance pay over what the NEO would have received as anunder the general officer under our general severance policy, since most of our NEOs have been with us for a substantial number of years.

CHANGE-IN-CONTROL AGREEMENTS.  .WeWe have a written change-in-control agreement with each of our NEOs, except for Mr. Lawrence.NEOs. Each agreement provides for a lump sum payment and other benefits if two triggering events take place. These triggering events are, first, a change-in-control, and second, a termination of employment by us without cause, or by the NEO for good reason, before the third anniversary of the change-in-control. The lump sum payment is equal to three times the highest annual combined salary and non-equity portion of any EIP award the NEO received in the three years before the change-in-control.

The change-in-control agreements with our NEOs were entered into prior to March 2004 and require that we make a “gross-up” payment to reimburse any NEO for excise taxes payable on the lump sum. We selectedare aware of a mounting level of criticism of these “gross-ups” as excessive, and we have eliminated the “gross-up” provision from change-in-control agreements entered

into since March 2004. We did not enter into any new or amended agreements with an NEO in 2010. However, we have “grandfathered” those provisions in pre-March 2004 change-in-control agreements and they will continue to be applicable to the NEOs who signed those agreements, for the reasons set forth immediately below.

We believed at the time those “grandfathered” arrangements were entered into that the reason for the lump sum payment, (retention of key employees after announcement of a change-in-control, as explained in the third paragraph below, extended also to the principle that our NEOs are entitled to the full benefit of the lump sum, without having it effectively reduced by the payment of excise taxes. In other words, these payments are only intended to put NEOs who receive them in the same after-tax position as they would have been had they received severance payments for reasons other than a change-in-control. They are not intended to, and they do not, act as reimbursement of normal income taxes.

The second triggertriggering event, the NEO’s termination of employment by us without cause, or by the NEO for good reason, was selected because the NEO becomes entitled to substantial compensation if both triggers happen, and should be not be entitled to it if he or she was terminated for cause, or voluntarily quit without “good reason.” The lump sum payment is equal

Also, under the terms of our Long-Term Stock Incentive Plan, occurrence of a change-in-control results in immediate acceleration of vesting and exercisability of unvested stock options, and accelerated vesting of restricted stock awards, even if termination of employment has not occurred. This “single trigger” acceleration of vesting assures the NEOs that all their stock-based awards will be available to three times the highest annual combined salary and EIP award the NEO receivedthem despite a subsequent termination of their employment without cause or attempt by new management to force them to quit, either of which would otherwise result in the three years before the change-in control.forfeiture of unvested options.

The banking industry has seen a great deal of consolidation over the past several years. We think it appropriate to provide senior-level employees some assurance that, were we to engage in a business combination with another institution, their job-related income would not be at risk. We believe that the change-in-control agreements with our NEOs give us greater assurance that these key individuals will not terminate their employment with us out of concern for their financial security, after a change-in-control transaction is announced, or out of concern that we might be viewed as a target for one.

The change-in-control agreements withsubstantially increased benefit we give our NEOs require that we make a “gross-up” payment to reimburse the NEO for excise taxes payable. We are aware of a mounting level of criticism of these “gross-ups” as excessive. We have determined that we will not grant “gross-up” provisions to future NEOs. As to the “gross-ups” in the NEOs’ change-in-control agreements, we believed at the time they were entered into with the principle that our NEOs are entitled to the full benefit, without having it effectively reduced by the payment of excise taxes. We continue to examine the economic effect of the gross-up.

Also, under the terms of our Long-Term Stock Incentive Plan for all employees, occurrenceevent of a change-in-control, results incompared with the benefit under our severance agreements is our effort to deal with our NEOs’ concerns about their immediate accelerationfuture plans if a change-in-control takes place. We think that the security of vesting and exercisability of unvested stock options, and accelerated vesting of restricted stock

awards, evenknowing they will receive a substantial lump sum payment if termination of employment has not occurred. This “single trigger” acceleration of vesting assures the NEOs that all their stock-based awards will be available to them despite a subsequent termination of their employment without cause or attempt by new management to force them to quit, either of which would otherwiseis terminated following a change-in-control will result in forfeiture of unvested options.their job performance being unaffected by that change.

The terms of the severance agreements and change-in-control agreements are described more fully in this Proxy Statement under “Other Potential Post-Employment Payments.”

INCOME TAX CONSIDERATIONS

Our federal income tax deduction for non-performance based compensation paid to each of our NEOs (other than our chief financial officer) is limited by Section 162(m)(1) of the Internal Revenue Code (IRC) to $1 million annually. Compensation paid to any of them exceeding $1 million is non-deductible for federal income tax purposes unless “performance-based,” meaning based on the executive’s achieving pre-established objective performance goals and paid under a plan pre-approved by our shareholders. At our annual shareholders meeting in 2010, a new Executive Incentive Plan was adopted, which generally allows our cash incentive compensation and restricted stock awards to comply with the restrictions of Section 162(m).

As noted above under “Compensation Details – EIP Awards”, our NEO cash incentive (bonus) could not be made in full compliance with the terms of the new 2010 Executive Incentive Plan because the Plan requires adoption of bonus pool allocations within the first 90 days of each Plan year but the Plan was not approved by our shareholders until April 14, 2010, 104 days after the beginning of the 2010 Plan year. A small portion of our CEO’s total 2010 compensation will accordingly not be deductible for income tax purposes, but the amount of additional income tax payable by us as a result will not be material.

To maintain flexibility in compensating executive officers, we do not require all compensation to be awarded in a tax-deductible manner, but we try to do so to the greatest extent possible. We do not take deductibility of compensation into account in determining NEO compensation, because we do not consider the amount of additional income taxes we have to pay on over- one-million-dollarover-one-million-dollar compensation to be material. Even so, we do try to achieve maximum deductibility of NEO compensation payments by seeing that to the greatest extent possible, they are performance-based and consequently not subject to the Section 162(m) limitation. To that end, we have structured the 2010 Executive Incentive Plan (EIP) with a view to making sure that awards under that plan are, as far as possible, performance-based within the meaning of IRC Section 162(m).

In 2009, we were subject to the TARP restrictions, which included a reduction of the tax-deductible portion of NEO compensation from $1,000,000 to $500,000 and elimination of the deductibility of performance-based compensation. In 2009, owing to the 50% reduction of the limit in connection with the TARP program, the total of NEO compensation we were unable to deduct was $711,000. The tax consequence of this non-deductibility was that we had to pay approximately $299,000 more income taxes for 2009 than we would have paid otherwise.

COMPENSATION COMMITTEE REPORT AND CERTIFICATION

COMPENSATION COMMITTEE REPORT

RISK ASPECTSOF SENIOR EXECUTIVE OFFICER (SEO) COMPENSATION.Our SEOs are our executives identified by name above under “Our Named Executive Officers (NEOs)”. They participate in the following incentive-based compensation plans:

They also participate in the following non-incentive based compensation plans:

We reviewed the above plans with our Senior Risk Officer in January 2010. We reached the following conclusions regarding them:

Accordingly, if excessive risks are taken, salary will be negatively affected.

RISK ASPECTSOFNON-SEO EMPLOYEE COMPENSATION. Our employees who are not SEOs participate in the following incentive-based plans:

—

Certain employees are compensated by the business they produce.

Our Senior Risk Officer reviewed all plans in these five categories and subsequently reviewed them with the Committee, which concluded that none of them, considered individually or as a group, presented any material threat to our capital or earnings, encouraged taking undue or excessive risks, or encouraged manipulation of financial data in order to increase the size of an award. These conclusions were based on the following:

COMPENSATION COMMITTEEAND CERTIFICATION

The Compensation and Human Resources Committee certifies that:

(1) It has reviewed with the senior risk officer the incentive compensation arrangements for our senior executive officers and has made all reasonable efforts to ensure that those compensation arrangements do not encourage our senior executive officers to take unnecessary and excessive risks that threaten the value of our financial institution;

(2) It has reviewed with the senior risk officer the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to Valley; and

(3) It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of Valley to enhance the compensation of any employee.Report

The Compensation and Human Resources Committee has reviewed and discussed the preceding Compensation Discussion and Analysis with management and, based on that review and those discussions,discussions. it has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Gerald Korde, Committee Chairman

Eric P. Edelstein. Vice Chairman

Robinson Markel, Vice Chairman

Andrew B. Abramson

Michael LaRusso

Barnett Rukin

COMPENSATION PLANS

The following table sets forth information as of December 31, 20092010 with respect to equity compensation plans under which shares of our common stock may be issued.

EQUITYCOMPENSATIONPLANINFORMATION.

SUMMARY COMPENSATION TABLE

The following table summarizes all compensation in 2010, 2009 2008 and 20072008 by the sixfive most highly paid NEOs for services performed in all capacities for Valley and its subsidiaries.