0000714310-15-000117 Sample Contracts

Valley National Bancorp

Underwriting Agreement • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  June 19th, 2015
• Company
  Valley National Bancorp
• Industry
  National commercial banks
• Jurisdiction
  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 RBC Capital Markets, LLC (“RBC”) 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 RBC 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 numbers of shares of the Company’s 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A set forth on Schedule A (the “Securities”).

Valley National Bancorp

Purchase Agreement • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York

• Contract Type
  Purchase Agreement
• Filed
  June 19th, 2015
• Company
  Valley National Bancorp
• Industry
  National commercial banks
• Jurisdiction
  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.,

VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 19, 2015 SUBORDINATED DEBT SECURITIES

Indenture • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York

• Contract Type
  Indenture
• Filed
  June 19th, 2015
• Company
  Valley National Bancorp
• Industry
  National commercial banks
• Jurisdiction
  New York

INDENTURE, dated as of June 19, 2015, 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”).

VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 19, 2015 to

First Supplemental Indenture • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York

• Contract Type
  First Supplemental Indenture
• Filed
  June 19th, 2015
• Company
  Valley National Bancorp
• Industry
  National commercial banks
• Jurisdiction
  New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 19, 2015, between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture (as hereinafter defined).