SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIPKIN GERALD H

(Last)

(First)

(Middle)

1455 VALLEY ROAD

(Street)

WAYNE

07470-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2010		F		1,021	D	$13.15	244,879	D
Common Stock	02/08/2010		S		16,900⁽¹⁾	D	$13.3126	227,979	D
Common Stock	02/09/2010		S		47,100⁽¹⁾	D	$13.3044	180,879	D
Common Stock								6,000	I	Spouse - Roth IRA
Common Stock								185,559	I	Wife
Common Stock (401k Plan)⁽²⁾								2,755	D
Common Stock (Roth IRA)								50,610	D
Common Stock (with Spouse)								134	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option/NQ	$18.9714							02/15/2002	02/15/2012	Common Stock	26,628		26,628	D
Stock Options	$18.9714							02/15/2002	02/15/2012	Common Stock	1,514		1,514	D
Stock Options	$18.2286							03/01/2004	03/01/2013	Common Stock	9,849		9,849	D
Stock Options	$20.9524							02/26/2005	02/26/2014	Common Stock	26,803		26,803	D
Stock Options	$20.9905							02/08/2006	02/08/2015	Common Stock	25,527		25,527	D
Stock Options	$19.9429							02/15/2007	02/15/2016	Common Stock	30,388		30,388	D
Stock Options	$22.4095							02/13/2008	02/13/2017	Common Stock	40,517		40,517	D
Stock Options	$16.9619							02/12/2009	02/12/2018	Common Stock	38,587		38,587	D

Explanation of Responses:

1. This sale of Valley common stock was of shares held in personal accounts by either Mr. Lipkin or his wife. Recently, Mr. Lipkin authorized the custodian for his and his wife's recently opened Roth 401K accounts to purchase in the open market Valley common shares as part of the assets in the account. As part of his financial planning, the reporting person developed a program to buy shares in the Roth 401(k) without increasing his and his wife's overall ownership of Valley common shares, and these personally held shares were sold to bring the level of overall ownership back closer to previous levels. All personal shares were sold at a price lower than any shares recently purchased in the Roth 401(k) accounts by either Mr. Lipkin or his wife to avoid a short swing profit issue

2. Holdings under the Valley 401K Plan has been updated to reflect reporting officer's balance in the Plan.

	/s/ MITCHELL L. CRANDELL, AS ATTORNEY-IN-FACT	02/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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