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: Mueller Bernadette (Executive VP, Retail Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	F	1933	$9.92	Disposed	61143	Direct
2014-01-31	Common Stock	A	15121	—	Acquired	76264	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	117	Indirect
Common Stock (401k Plan)	2861	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option/NQ	$11.91	2020-11-15	Common Stock (6602)	6602	Direct
Stock Options	$18.93	2014-11-16	Common Stock (3695)	3695	Direct
Stock Options	$17.54	2015-11-14	Common Stock (4221)	4221	Direct
Stock Options	$19.19	2016-11-13	Common Stock (4020)	4020	Direct
Stock Options	$14.93	2017-11-14	Common Stock (3829)	3829	Direct
Stock Options	$14.24	2018-11-17	Common Stock (2431)	2431	Direct

Footnotes

F1: Adjusted for additional shares acquired through Dividend Reinvestment Plan.

F2: Restricted shares granted under the Valley National Bancorp 2009 Long Term Incentive Stock Plan. 7,561 of the shares are time-based with three-year equal vesting beginning at grant date. 7,560 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.

F3: Holdings under the Valley 401K Plan has been updated to reflect reporting person's balance in the Plan.