AGREEMENTStock Option Agreement • September 21st, 2000 • Valley National Bancorp • National commercial banks • New Jersey
BACKGROUNDEmployment Agreement • March 4th, 1998 • Valley National Bancorp • National commercial banks • New Jersey
Valley National Bancorp (a New Jersey corporation) 4,000,000 SharesUnderwriting Agreement • August 1st, 2017 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is acting as representative (in such capacity, the “Representative”) with respect to (i) the issue and sale by the Company, and the purchase by the Underwriters of 4,000,000 shares of 5.50% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value (the “Series B Preferred Stock”), of the Company (the “Firm Securities”), and (ii) at the election of the Underwriters, an additional 600,000 shares of Series B Preferred Stock of the Company (the “Additional Securities” and together with the Firm Securities, the “Securities”).
RECITALSAgreement and Plan of Merger • September 21st, 2000 • Valley National Bancorp • National commercial banks • New Jersey
EXHIBIT (10) M CHANGE-IN-CONTROL AGREEMENT (First Senior Vice President) THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made as of this 3rd day of January, 2000, among VALLEY NATIONAL BANK ("Bank"), a national banking association with its principal...Control Agreement • March 1st, 2000 • Valley National Bancorp • National commercial banks • New Jersey
Exhibit 4.8 PREFERRED SECURITIES GUARANTEE AGREEMENT VALLEY NATIONAL BANCORP Dated as of October __, 2001 CROSS REFERENCE TABLE Section of Section of Guarantee Trust Indenture Agreement Act of 1939, as amendedPreferred Securities Guarantee Agreement • October 12th, 2001 • Valley National Bancorp • National commercial banks • New York
BACKGROUNDEmployment Agreement • March 4th, 1999 • Valley National Bancorp • National commercial banks • New Jersey
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made as of this first day of February, 1996, among VALLEY NATIONAL BANK ("Bank"), a national banking association with its principal office at 615 Main Avenue, Passaic, New Jersey, VALLEY NATIONAL BANCORP...Employment Agreement • February 28th, 1997 • Valley National Bancorp • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIESValley National Bancorp • March 20th, 2015 • National commercial banks • New York
INDENTURE, dated as of [ , ], between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at 1455 Valley Road, Wayne, New Jersey, 07470, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
PURCHASE AGREEMENT THIS AGREEMENT is executed as of this 14th day of September, 1998, by and between RYAN, BECK & CO., INC., a New Jersey corporation having its principal place of business at 220 South Orange Avenue, Livingston, New Jersey 07039 (the...Purchase Agreement • September 18th, 1998 • Valley National Bancorp • National commercial banks • New Jersey
ADOPTION AGREEMENT 005 USE ONLY WITH BASIC PLAN DOCUMENT NO. 12 THE INSTITUTIONAL PROTOTYPE PROFIT SHARING SECTION 401(k) PLAN FULL SERVICE NON- STANDARDIZED ADOPTION AGREEMENT 1. THE EMPLOYER (Note: the term "Employer" includes all Related Employers...Adoption Agreement • May 4th, 1999 • Valley National Bancorp • National commercial banks
Valley National BancorpPurchase Agreement • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”) confirms its agreement with Sandler O’Neill + Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”) and Deutsche Bank Securities Inc. (“DB”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler, KBW and DB are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $100,000,000 aggregate principal amount of the Company’s 4.55% Subordinated Debentures due June 30, 2025 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of June 19, 2015 between the Company and the Bank of New York Mellon Trust Company, N.A.,
1 EXHIBIT (10)E SPLIT-DOLLAR AGREEMENT AGREEMENT made and entered as of the 7th day of July, 1995, by and between VALLEY NATIONAL BANCORPORATION, a New Jersey corporation, with principal offices and place of business in the State of New Jersey (the...Split-Dollar Agreement • February 29th, 1996 • Valley National Bancorp • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SUBORDINATED DEBT SECURITIESIndenture • March 26th, 2018 • Valley National Bancorp • National commercial banks • New York
INDENTURE, dated as of [ , ], between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at 1455 Valley Road, Wayne, New Jersey, 07470, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
Exhibit 4.9 COMMON SECURITIES GUARANTEE AGREEMENT VALLEY NATIONAL BANCORP Dated as of October ___, 2001 TABLE OF CONTENTSCommon Securities Guarantee Agreement • October 12th, 2001 • Valley National Bancorp • National commercial banks • New York
AGREEMENTStock Option Agreement • December 22nd, 1998 • Valley National Bancorp • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIESValley National Bancorp • March 25th, 2021 • National commercial banks • New York
INDENTURE, dated as of [ , ], between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at 1455 Valley Road, Wayne, New Jersey, 07470, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
WARRANT AGREEMENT Dated as of May [ ], 2010 between Valley National Bancorp and American Stock Transfer & Trust Company, LLC as Warrant Agent Warrants for Common StockWarrant Agreement • May 18th, 2010 • Valley National Bancorp • National commercial banks • New York
WARRANT AGREEMENT dated as of May [ ], 2010 (this “Agreement”), between Valley National Bancorp (the “Company”) and American Stock Transfer & Trust Company, LLC as Warrant Agent (the “Warrant Agent”).
VALLEY NATIONAL BANCORP and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIESIndenture • April 5th, 2024 • Valley National Bancorp • National commercial banks • New York
INDENTURE, dated as of [ , ], between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at One Penn Plaza, New York, New York 10119, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
2,532,542 Warrants Valley National Bancorp UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2010 • Valley National Bancorp • National commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 2,532,542 warrants (the “Warrants”) of Valley National Bancorp, a New Jersey corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, no par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
VALLEY NATIONAL BANCORP and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 28, 2021 SUBORDINATED DEBT SECURITIESValley National Bancorp • May 28th, 2021 • National commercial banks • New York
INDENTURE, dated as of May 28, 2021, between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at 1455 Valley Road, Wayne, New Jersey, 07470, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
RECITALSAgreement and Plan of Merger • June 5th, 1998 • Valley National Bancorp • National commercial banks • New Jersey
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ALAN D. ESKOWChange in Control Agreement • August 9th, 2011 • Valley National Bancorp • National commercial banks • New Jersey
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 22nd day of June, 2011, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and ALAN D. ESKOW (the “Executive”).
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT [EVP]-Control Agreement • August 9th, 2011 • Valley National Bancorp • National commercial banks • New Jersey
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 22nd day of June, 2011, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and (the “Executive”).
EXECUTIVE RETENTION INCENTIVE AGREEMENT THOMAS M. O’BRIENExecutive Retention Incentive Agreement • May 4th, 2011 • Valley National Bancorp • National commercial banks • New York
This Executive Retention Incentive Agreement (the “Agreement”) is made and entered into on April 28, 2011 by and among State Bancorp, Inc., a New York corporation (the “Seller”), State Bank of Long Island, a New York chartered commercial bank (the “Seller Bank”), Valley National Bancorp, , a New Jersey corporation (the “Buyer”), Valley National Bank (the “Buyer Bank”) and Thomas M. O’Brien, an individual (the “Executive”).
ContractControl Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks
November 30, 2004 CHANGE IN CONTROL AGREEMENT (Stephen P. Davey, Senior Vice President) 2004 THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 30th day of November, 2004, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and STEPHEN P. DAVEY (the “Executive”). BACKGROUND WHEREAS, the Executive has been continuously employed by the Bank for at least three full years; WHEREAS, the Boards of Directors of the Bank and Valley (either one, the “Board of Directors” and, together, the “Company Boards”) believe that the future services of the Executive are of great value to the Bank and Valley and that it is important for the growth and development of the Bank that the Executive continue in his position
Valley National Bancorp (a New Jersey corporation)Underwriting Agreement • June 2nd, 2020 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $115,000,000 aggregate principal amount of the Company’s 5.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
FIRST SENIOR VICE PRESIDENT CHANGE-IN-CONTROL AGREEMENT [EMPLOYEE NAME]Change in Control Agreement • February 28th, 2017 • Valley National Bancorp • National commercial banks • New Jersey
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this [DAY] day of [MONTH], [YEAR], among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and [EMPLOYEE NAME] (the “Executive”).
CHANGE-IN-CONTROL AGREEMENT FOR PRESIDENT AND CHIEF EXECUTIVE OFFICERControl Agreement • February 28th, 2019 • Valley National Bancorp • National commercial banks • New Jersey
THIS CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), is made as of January 16, 2019, but is effective only on and after January 1, 2023, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its executive office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and [_______________] (the “Executive”).
VALLEY NATIONAL BANCORP and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [ , ] SUBORDINATED DEBT SECURITIESIndenture • April 5th, 2024 • Valley National Bancorp • National commercial banks • New York
INDENTURE, dated as of [ , ], between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at One Penn Plaza, New York, New York 10119, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT Kermit R. Dyke First Senior Vice President THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of this 25th day of October 2004, among VALLEY NATIONAL BANK (“Bank”), a national banking association...Employment Agreement • October 26th, 2004 • Valley National Bancorp • National commercial banks • New Jersey
WHEREAS, to achieve that goal, and to retain the Executive’s services prior to any such activity, the Board of Directors and the Executive have agreed to enter into this Agreement to govern the Executive’s termination benefits in the event of a Change in Control of the Company, as hereinafter defined. WHEREAS, the Executive and the Company had entered into a Change in Control Agreement, dated as of June 16, 2004, and have agreed to amend and restate that agreement with this Agreement. NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive, each intending to be legally bound hereby agree as follows:
BACKGROUNDControl Agreement • February 28th, 1997 • Valley National Bancorp • National commercial banks • New Jersey
BACKGROUNDChange in Control Employment Agreement • March 4th, 1999 • Valley National Bancorp • National commercial banks • New Jersey
Valley National Bancorp (a New Jersey corporation)Valley National Bancorp • September 20th, 2022 • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $150,000,000 aggregate principal amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due September 30, 2032 (the “Securities”). The Securities will be issued pursuant to an indenture, dated May 28, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, a national banking association, as trustee, as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT (ELIZABETH E. DeLANEY)Change in Control Agreement • August 22nd, 2006 • Valley National Bancorp • National commercial banks
This Amendment to the Change in Control Agreement (dated as of November 30, 2004) (the “Agreement”), is made as of this 15th day of August, 2006, among Valley National Bank (“Bank”), Valley National Bancorp (“Valley”), and ELIZABETH E. DeLANEY (the “Executive”).
