VALLEY NATIONAL BANCORP — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALLEY NATIONAL BANCORP (VLY)
CIK: 0000714310
Period of Report: 2014-01-31

Reporting Person: ENGEL ALBERT L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	F	3077	$9.92	Disposed	129484	Direct
2014-01-31	Common Stock	A	30242	—	Acquired	159726	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3152	Indirect
Common Stock (401k Plan)	4423	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option/NQ	$11.91	2020-11-15	Common Stock (12472)	12472	Direct
Stock Options	$18.93	2014-11-16	Common Stock (14773)	14773	Direct
Stock Options	$17.54	2015-11-14	Common Stock (20404)	20404	Direct
Stock Options	$19.19	2016-11-13	Common Stock (22112)	22112	Direct
Stock Options	$14.65	2018-02-12	Common Stock (21059)	21059	Direct

Footnotes

F1: Restricted shares granted under the Valley National Bancorp 2009 Long Term Incentive Stock Plan. 15,121 of the shares are time-based with three-year equal vesting beginning at grant date]. 15,121 of the shares are subject to performance-based vesting conditions over a three-year performance period, all of which may be forfeited in the event performance conditions are not satisfied.

F2: Holdings under the Valley 401K Plan has been updated to reflect reporting person's balance in the Plan.