Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Valley National Bancorp (the "Corporation") has declared a 5% stock dividend to be distributed to shareholders on May 22, 2009. Effective May 11, 2009, the Corporation amended Paragraph (A), Article V of its Restated Certificate of Incorporation to increase by 9,544,304 shares (5%) the total authorized capital stock of the Corporation to 230,430,392 shares, consisting of 200,430,392 shares of common stock and 30,000,000 shares of preferred stock which may be issued in one or more classes or series. The amendment is attached hereto as Exhibit (3)(i).

Item 9.01 Financial Statements and Exhibits.

Exhibit

(3)(i) Amendment to the Restated Certificate of Incorporation of Valley National Bancorp, dated May 11, 2009.

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