================================================================================
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
================================================================================
VALLEY NATIONAL BANCORP
(Name of Registrant as Specified in its Charter
and
Name of Person Filing Proxy Statement)
================================================================================
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction
applies:
______________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________
5) Total fee paid:
______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _____________________________________
Form, Schedule or Registration Statement No.: _________________
Filing Party: ________________________________________________
Date Filed: __________________________________________________
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<PAGE>
VALLEY NATIONAL BANCORP
1455 Valley Road
Wayne, New Jersey 07474
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Thursday, April 6, 2000
To Our Shareholders:
The annual meeting of shareholders of Valley National Bancorp will be held
at the Radisson Hotel, 690 Route 46 East, Fairfield, New Jersey, on Thursday,
April 6, 2000 at 3:00 p.m. to vote on these proposals:
1. To elect 18 directors.
2. To approve the Valley National Bancorp Executive Incentive Plan.
3. To approve an amendment to the Certificate of Incorporation of Valley
National Bancorp authorizing 30,000,000 shares of a new class of
"blank check" preferred stock.
4. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on February 23, 2000 are
entitled to notice of and to vote at the meeting. Whether or not you plan to
attend the meeting, please execute and return the enclosed proxy in the envelope
provided or submit your proxy by telephone or the Internet as instructed on the
enclosed proxy card.
By Order of the Board of Directors
----------------------------------
Gerald H. Lipkin
Chairman, President and
Chief Executive Officer
March 1, 2000
<PAGE>
VALLEY NATIONAL BANCORP
1455 Valley Road
Wayne, New Jersey 07474
PROXY STATEMENT
GENERAL PROXY STATEMENT INFORMATION
We are providing this proxy statement in connection with the solicitation of
proxies by the Board of Directors of Valley National Bancorp for use at Valley's
2000 annual meeting of shareholders and at any adjournment of the meeting. You
are cordially invited to attend the meeting, which will be held at the Radisson
Hotel, 690 Route 46 East, Fairfield, New Jersey, on Thursday, April 6, 2000 at
3:00 p.m. local time. This proxy statement is first being mailed to shareholders
on March 1, 2000.
Shareholders Entitled to Vote
The record date for the meeting is February 23, 2000. Only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the meeting.
On the record date there were [_____________] shares of common stock
outstanding. Each share is entitled to one vote on each matter properly brought
before the meeting.
Proxies and Voting Procedures
Your vote is important and you are encouraged to vote your shares
promptly.
Each proxy submitted will be voted as directed. However, if a proxy
solicited by the Board of Directors does not specify how it is to be voted, it
will be voted as the Board recommends - that is, FOR the election of the 18
nominees for director named in this proxy statement FOR the Executive Incentive
Plan and FOR the amendment to Valley's Certificate of Incorporation. If any
other matters are properly presented at the meeting for consideration, such as
consideration of a motion to adjourn the meeting to another time or place, the
persons named as proxies will have discretion to vote on those matters according
to their best judgement to the same extent as the person delivering the proxy
would be entitled to vote. At the date this proxy statement went to press, we
did not anticipate that any other matters would be raised at the meeting.
We are offering you three alternative ways to vote your shares this year.
To Vote By Mail
---------------
As in previous years you can vote your proxy by mail. If you wish to use
this method to vote, please date, sign, and mail your proxy card in the envelope
provided as soon as possible.
To Vote By Telephone (Touch-Tone Phone Only)
--------------------------------------------
For the first time we are offering telephonic voting. You will notice a
control number printed on your proxy card. If you wish to vote by telephone, you
must call toll-free 1-800-PROXIES and follow the instructions. You will be given
the option to vote on the proposals individually or vote for all of management's
recommendations. If you vote by telephone, you must have your control number and
the proxy card available when you call.
To Vote By Internet
-------------------
For the first time we are offering voting by the Internet. If you wish to
vote using the Internet, you can access the web page at "www.voteproxy.com" and
follow the on-screen instructions. If you vote by Internet, you must have your
control number and the proxy card available when you access the web page.
Regardless of the method that you use to vote, you will be able to vote in
person or revoke your proxy if you follow the instructions provided below in the
section entitled "Voting in Person; Revoking Your Proxy."
<PAGE>
If you are a participant in our dividend reinvestment plan, the shares
held in your dividend reinvestment account will be voted in the same manner as
your other shares, whether you vote by mail, by telephone, or by Internet.
If you are a participant in our Savings and Investment Plan, you will
receive one proxy card for all shares you own through this plan. The proxy card
will serve as a voting instruction card for the trustee of the plan where all
accounts are registered in the same name. If you own shares through the Savings
and Investment Plan and do not vote, the plan trustee will vote the plan shares
in the same proportion as shares for which instructions were received under the
plan. Because the plan trustee will vote the unvoted and unallocated ESOP
suspense account plan shares in the same proportion as shares for which
instructions were received under the plan, if you are a participant in the
Savings and Investment Plan and vote your shares, the trustee will use your vote
when determining the correct proportion.
Voting in Person; Revoking Your Proxy
- -------------------------------------
The method by which you vote will not limit your right to vote at the
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record, to be able to vote at the
meeting. If you submit a proxy and then wish to change your vote or vote in
person at the meeting, you will need to revoke the proxy that you have
submitted. You can revoke your proxy at any time before it is exercised by
delivery of a properly executed, later-dated proxy or a written revocation of
your proxy. A later dated proxy or written revocation must be received before
the meeting by the Secretary of Valley, Alan D. Eskow, at 1455 Valley Road,
Wayne, New Jersey 07474, or it must be delivered to the Secretary of the meeting
before proxies are voted. You may also revoke your proxy by submitting a new
proxy via telephone or the Internet. You will be able to change your vote as
many times as you wish and the last vote received chronologically will supercede
any prior votes. Please note that if you vote by the Internet, the maximum
number of times you can access the website using any one control number is
limited to five times per day.
Required Vote
- -------------
The presence, in person or by proxy, of the holders of a majority of the
shares entitled to vote generally for the election of directors is necessary to
constitute a quorum at the meeting. Abstentions and broker "non-votes" are
counted as present and entitled to vote for purposes of determining a quorum. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary power with respect to that item and has not received instructions
from the beneficial owner.
For the election of directors, the nominees receiving the greatest number
of votes will be elected. The affirmative vote of the holders of a majority of
the votes cast at the meeting is required to approve the Executive Incentive
Plan or the amendment to Valley's Certificate of Incorporation. Thus, an
abstention or a broker "non-vote" will have no effect on the outcome of the vote
to elect directors or the vote to approve the Executive Incentive Plan.
Method and Cost of Proxy Solicitation
- -------------------------------------
This proxy solicitation is being made by Valley's Board of Directors
and Valley will pay the cost of soliciting proxies. Proxies may be solicited by
officers, directors and employees of Valley in person or by mail, telephone,
facsimile or other electronic means. We will not specially compensate those
persons for their solicitation activities. In accordance with the regulations of
the Securities and Exchange Commission and the New York Stock Exchange, we will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
their expense incurred in sending proxies and proxy materials to beneficial
owners of Valley common stock.
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
DIRECTOR INFORMATION
Under Valley's by-laws, the Board of Directors fixes the exact number of
directors, with a minimum of 5 and a maximum of 25. The Board has fixed the
number of directors at 18.
The persons named in the proxy card intend to vote the proxies FOR the
election of the 18 persons named below (unless the shareholder otherwise
directs). If, for any reason, any nominee becomes unavailable for election and
the Board selects a substitute nominee, the proxies will be voted for the
substitute nominee selected by the Board. The Board has no reason to believe
that any of the named nominees is not available or will not serve if elected.
Each candidate for director has been nominated to serve a one-year term
until our 2001 annual meeting and thereafter until the person's successor has
been duly elected and qualified. The following table sets forth the names and
ages of the Board's nominees for election, the nominees' position with Valley
(if any), the principal occupation or employment of each nominee for the past
five years and the period during which each nominee has served as a director of
Valley. The nominee's prior service as a director includes prior service as a
director of the Bank prior to the formation of the holding company.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations During Director
Name, Age and Position With Valley Past Five Years Since
---------------------------------- --------------------------------------------------- -------
<S> <C> <C>
Andrew B. Abramson, 46.................... President and Chief Executive Officer, The Value 1994
Group, Inc. (real estate development and property
management firm)
Pamela Bronander, 43...................... Executive Vice President, Scandia Packaging 1993
Machinery Co. (designs & builds packaging machinery)
Joseph Coccia, Jr., 70.................... President of Cocci Development (builder and 1986
investor); former principal of Coccia Realty, Inc.
(real estate brokers)
Harold P. Cook, III, 45 .................. Partner in the law firm of Cook & Rumana (formerly 1998
Cook & DeLuccia); former Chairman and Chief
Executive Officer of Wayne Bancorp, Inc. and
Chairman of Wayne Savings Bank, F.S.B.
Austin C. Drukker, 66..................... President, Press Publications, Inc. (newspaper); 1973
adjunct professor, Montclair State College;
President Albert Payson Terhune Foundation; former
President-Publisher, The Herald-News (newspaper)
Graham O. Jones, 55....................... Attorney, Jones & Jones; formerly President 1997
of Hoke, Inc., its affiliates and subsidiaries
(manufacturer of precision fluid control products)
Walter H. Jones, III, 57.................. Formerly Chairman of the Board of Hoke, 1997
Inc., its affiliates and subsidiaries (manufacturer
of precision fluid control products)
Gerald Korde, 56.......................... President, Birch Lumber Company, Inc. (wholesale and 1989
retail lumber distribution company)
Gerald H. Lipkin, 59...................... Chairman, President and Chief Executive Officer of 1986
Chairman, President and Chief Valley National Bancorp and Valley National Bank
Executive Officer
Joleen Martin, 67......................... President, C.P. Test Services, Inc. (valve and curb 1995
box manufacturing company)
Robert E. McEntee, 67..................... Management Consultant 1979
Richard S. Miller, 65..................... President and Director, Williams, Caliri, Miller & 1999
Otley, A Professional Corporation; former Director
of Ramapo Financial Corporation and The Ramapo Bank
Robert Rachesky, 71....................... Consultant, Fujicolor Photo Services, Inc. (photo 1982
developing and supply company)
Barnett Rukin, 59......................... Chairman and Chief Executive Officer, Hudson Transit 1991
Lines, Inc. (operator of Short Line Bus Company)
Peter Southway, 65........................ Vice Chairman (formerly President and Chief 1978
Vice Chairman Operating Officer) of Valley National Bancorp and
Valley National Bank
Richard F. Tice, 70....................... Partner, Tice Farms (farming and real estate) 1982
Leonard Vorcheimer, 57.................... Principal, L.J.V. Enterprises (investment concern) 1992
Joseph L. Vozza, 70....................... President, Joseph L. Vozza Administrative Services, 1982
Inc. (insurance consultant/administrator); former
President, Joseph L. Vozza Agency, Inc. (insurance
broker); and former President, Public Entity Risk
Management Administration Corp. (administrator of
self insurance pools for public entities)
</TABLE>
Peter Southway is the father of Peter John Southway. Both are executive
officers of Valley and the Bank. Graham O. Jones and Walter H. Jones, III are
brothers.
Committees of the Board of Directors
- ------------------------------------
Our Board of Directors held 13 meetings during 1999. All our directors
also serve as directors of the Bank.
We have a standing Audit and Examining Committee. This committee reviews
significant audit and accounting principles, policies and practices, meets with
the Bank's internal auditors, reviews the report of the annual examination of
Valley conducted by its outside auditors, and reviews examination reports and
other reports of federal regulatory agencies. The members of the committee are
Messrs. Rachesky (Chairman), Abramson, Drukker, W. Jones, McEntee, Tice, and
Vorcheimer. The committee met four times during 1999.
We have a standing Human Resource and Compensation Committee. This
committee sets general compensation levels for all officers and employees and
sets specific compensation for executive officers. It also administers our
Long-Term Incentive Plan and makes awards under that plan. The committee met
five times in 1999. Its members are Messrs. McEntee (Chairman), Abramson, Cook,
G. Jones, Korde, Rachesky and Tice.
We have a standing Nominating and Governance Committee. This committee is
responsible for nominating directors to serve on the boards of Valley and the
Bank. The committee met three times during 1999. Its members are Messrs. Drukker
(Chairman), Abramson, Coccia, Korde, Lipkin, McEntee, Rachesky and Vozza. The
committee has not established specific procedures for receiving shareholder
recommendations for director-nominees, but will consider any recommendations
which are brought to its attention.
During 1999 each director attended 75% or more of the meetings of the full
Board of Directors and of each committee on which he or she served.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table contains information about the beneficial ownership of
Valley common stock at December 31, 1999 by each director, by each Valley
executive officer for whom individual information is required to be set forth in
this proxy statement under rules of the Securities and Exchange Commission, and
by directors and all executive officers as a group. We know of no person or
group that beneficially owns 5% or more of Valley's common stock.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percent of
Name of Beneficial Owner (1) Class (2)
------------------------ ---- ----------
Directors and Named Officers:
<S> <C> <C>
Andrew B. Abramson................................................... 122,716 (3) 0.20%
Pamela Bronander..................................................... 5,463 (4) 0.00
Joseph Coccia, Jr.................................................... 253,693 (5) 0.42
Harold P. Cook, III.................................................. 34,444 (6) 0.06
Peter Crocitto....................................................... 61,326 (7) 0.10
Austin C. Drukker.................................................... 108,202 (8) 0.18
Graham O. Jones...................................................... 714,992 (9) 1.18
Walter H. Jones, III................................................. 713,828 1.18
Gerald Korde......................................................... 1,002,600 (10) 1.65
Gerald H. Lipkin..................................................... 332,036 (11) 0.55
Joleen Martin........................................................ 121,464 (12) 0.20
Robert E. McEntee.................................................... 54,483 (13) 0.09
Robert Meyer......................................................... 227,645 (14) 0.38
Richard S. Miller.................................................... 40,978 (15) 0.07
Robert Rachesky...................................................... 248,030 (16) 0.41
Barnett Rukin........................................................ 29,578 (17) 0.05
Peter Southway....................................................... 250,232 (18) 0.41
Peter John Southway.................................................. 72,407 (19) 0.12
Richard F. Tice...................................................... 180,872 (20) 0.30
Leonard Vorcheimer................................................... 39,968 (21) 0.07
Joseph L. Vozza...................................................... 42,432 (22) 0.07
Directors and Executive Officers as a group (31 persons)............. 4,931,907 (23) 8.13
</TABLE>
- ------------------------------
NOTES:
(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or by
relatives sharing the same home, (ii) by entities owned or controlled by
the named person and (iii) by other persons if the named person has the
right to acquire such shares within 60 days by the exercise of any right
or option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.
(2) The number of shares of common stock used in calculating the percentage of
the class owned includes 59,693,290 shares of common stock outstanding as
of December 31, 1999, and 988,304 shares purchasable pursuant to options
exercisable within 60 days of December 31, 1999.
(3) This total includes 2,992 shares held by Mr. Abramson's wife, 7,109 shares
held by his wife in trust for his children, 13,094 shares held by a family
trust for which Mr. Abramson is trustee, 4,030 shares held by a family
foundation, 53,397 shares held by a trust in which Mr. Abramson is a
trustee and 2,663 shares held in self-directed IRA Plans in which Mr.
Abramson and his wife are beneficiaries.
<PAGE>
(4) This total includes 906 shares held in custody for children and 562 shares
held in a trust.
(5) This total includes 230,493 shares held by Mr. Coccia jointly with his
wife, 14,572 shares held by a family foundation and 8,628 shares held by
his wife.
(6) This total includes 809 shares for Mr. Cook's daughter, 578 shares held by
Mr. Cook's wife with a relative, 4,522 shares held for Mr. Cook's mother
for whom Mr. Cook holds power of attorney, 709 shares held as Mr. Cook's
share of a partnership, 525 shares held in a profit sharing plan for which
Mr. Cook is trustee, 312 shares held in self-directed IRA Plans of which
Mr. Cook and his wife are beneficiaries, 2,318 restricted shares, and
5,797 shares purchasable pursuant to options exercisable within 60 days,
but not the 3,866 shares potentially available in the future by exercise
of his stock options not exercisable within 60 days of December 31, 1999.
(7) This total includes 79 shares held by Mr. Crocitto's wife, 1,439 shares
held by Mr. Crocitto as custodian for his children, 9,826 restricted
shares, and 22,373 shares purchasable pursuant to stock options
exercisable within 60 days, but not the 31,855 shares potentially
available in the future by exercise of his stock options not exercisable
within 60 days of December 31, 1999.
(8) This total includes 2,362 shares held by Mr. Drukker's wife, 18,908 shares
held by a trust for which Mr. Drukker is a trustee and of which he is a
beneficiary, and 4,486 shares held by a family foundation.
(9) This total includes 1,164 shares owned by Trusts for the benefit of
children for which his wife is co-trustee.
(10) This total includes 151,215 shares held in the name of Mr. Korde's wife,
31,837 shares held jointly with his wife, 323,045 shares held by his wife
as custodian for his children, 140,495 shares held by a trust for which
Mr. Korde is a trustee and 98,828 shares held by a profit sharing plan
which Mr. Korde controls.
(11) This total includes 45,166 shares held in the name of Mr. Lipkin's wife,
73 shares held jointly with his wife, 7,221 shares held by self-directed
IRA plans in which Mr. Lipkin and his wife are beneficiaries and 9,741
shares held by a family foundation. This total also includes Mr. Lipkin's
19,047 restricted shares and 115,337 shares purchasable pursuant to
options exercisable within 60 days, but not the 37,020 shares potentially
available in the future by exercise of his stock options not exercisable
within 60 days of December 31, 1999.
(12) This total includes 57,272 shares held by Ms. Martin jointly with her
husband, 13,478 shares held by her husband and 25 shares held by Ms.
Martin as trustee.
(13) This total includes 698 shares held in the name of Mr. McEntee's wife,
50,030 shares held jointly with his wife and 3,755 shares held by Mr.
McEntee in a self-directed Keogh plan.
(14) This total includes Mr. Meyer's 7,883 restricted shares and 214,067 shares
purchasable pursuant to options exercisable within 60 days but not the
26,275 shares potentially available in the future by exercise of his stock
options not exercisable within 60 days of December 31, 1999.
(15) This total includes 13,387 shares held by a self-directed IRA plan, 13,011
shares held jointly with his wife, 186 shares held by a corporation, 3,123
shares owned by a Trust. This total also includes 9,103 shares purchasable
pursuant to options exercisable within 60 days of December 31, 1999.
(16) This total includes 18,047 shares held by a self-directed IRA plan, 20,810
shares held in a self-directed IRA by his wife and 209,173 shares held by
an annuity trust for which Mr. Rachesky is co-trustee.
(17) This total includes 8,449 shares held by Mr. Rukin's wife as custodian and
Mr. Rukin, as trustee, in various accounts for their children, 2,524
shares held by a private foundation of which Mr. Rukin is an officer and
1,447 shares for a pension in which Mr. Rukin is a trustee.
(18) This total includes 11,335 shares held in the name of Mr. Southway's wife,
7,601 shares held in a family foundation and 3,556 shares held in self
directed IRA plans. This total also includes Mr. Southway's 11,548
restricted shares and 77,554 shares purchasable pursuant to options
exercisable within 60 days, but not the 19,780 shares potentially
available in the future by exercise of his stock options not exercisable
within 60 days of December 31, 1999.
(19) This total includes 1,094 shares held by Mr. Peter John Southway as
custodian for his children, 10,116 restricted shares and 39,344 shares
purchasable pursuant to stock options exercisable within 60 days, but not
the 31,857 shares potentially available in the future by exercise of his
stock options not exercisable within 60 days of December 31, 1999.
(20) This total includes 57,974 shares held jointly with Mr. Tice's wife and
33,421 shares owned by a partnership of which Mr. Tice is a general
partner.
(21) This total includes 2,776 shares held by a family trust.
(22) This total includes 2,881 shares held by Mr. Vozza's wife and 4,216 shares
held by a family foundation.
(23) This total includes 274,518 shares owned by ten executive officers who are
not directors or Named Officers, which total includes 22,780 restricted
shares and 147,992 shares purchasable pursuant to options exercisable
within 60 days. The total does not include shares held by the Bank's trust
department.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes all compensation earned in the past three
years by the listed persons for services performed in all capacities for Valley
and its subsidiaries.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
Name and Principal Position Restricted Securities
with Valley National Bancorp Stock Underlying All Other
and Valley National Bank Awards(s) Options/ Compensation
Year Salary($) Bonus($) (1)($) SARs(2)(5)(#) (3)($)
- ----------------------------- ---- --------- -------- --------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Gerald H. Lipkin,............ 1999 500,000 475,000 145,950 15,750 34,850
Chairman, President and Chief 1998 480,000 425,000 186,313 19,686 35,078
Executive Officer 1997 465,000 420,000 135,000 20,672 34,750
Peter Southway,............. 1999 270,000 200,000 52,542 5,250 9,600
Vice Chairman 1998 260,000 200,000 130,419 13,124 9,600
1997 250,000 200,000 94,500 13,781 9,500
Robert Meyer, (4)............ 1999 240,000 100,000 77,250 10,000 9,600
Executive Vice President 1998 230,000 90,000 81,562 10,500 9,600
1997 220,000 75,000 99,375 13,125 7,671
Peter John Southway,....... 1999 240,000 100,000 77,250 10,000 9,600
Executive Vice President 1998 230,000 90,000 81,562 10,500 8,000
1997 210,000 75,000 99,375 13,125 9,500
Peter 1999 240,000 100,000 77,250 10,000 9,600
Crocitto,................... 1998 230,000 90,000 81,562 10,500 9,600
Executive Vice President 1997 200,000 75,000 99,375 13,125 9,500
- ---------------------------
</TABLE>
NOTES
(1) As required by Securities and Exchange Commission rules, the dollar
amounts set forth in the columns are based on values as of the date of the
grants. The dollar amounts in the following paragraph are based on values
as of December 31, 1999. All restrictions on restricted stock awards lapse
at the rate of 20% per year commencing with the first anniversary of the
date of grant. Dividends are credited on restricted stock at the same time
and in the same amount as dividends paid to all other common shareholders.
Credited dividends are accumulated and are subject to the same
restrictions as the underlying restricted stock. The restricted stock
awards are made pursuant to the Valley National Bancorp Long-Term Stock
Incentive Plan. Upon a "change in control," as defined in that plan, all
restrictions on shares of restricted stock will lapse and all options will
vest in full.
For Mr. Lipkin, the column represents awards of 5,250 shares in 1999,
6,562 shares in 1998 and 6,890 shares in 1997. As of December 31, 1999,
Mr. Lipkin held an aggregate of 19,047 shares of restricted stock with a
value of $533,316. For Mr. Peter Southway, the column represents awards of
1,890 shares in 1999, 4,593 shares in 1998 and 4,822 shares in 1997. As of
December 31, 1999, Mr. Peter Southway held an aggregate of 11,548 shares
of restricted stock with a value of $323,344. For Mr. Meyer, the column
represents awards of 3,000 shares in 1999, 3,150 shares in 1998 and 3,937
shares in 1997. As of December 31, 1999, Mr. Meyer held an aggregate of
7,883 shares of restricted stock with a value of $220,724. For Mr. Peter
John Southway, the column represents awards of 3,000 shares in 1999, 3,150
shares in 1998, and 3,937 shares in 1997. As of December 31, 1999, Mr.
Peter John Southway held an aggregate of 10,116 shares of restricted stock
with a value of $283,248. For Mr. Crocitto, the column represents awards
of 3,000 shares in 1999, 3,150 shares in 1998, and 3,937 shares in 1997.
As of December 31, 1999, Mr. Crocitto held an aggregate of 9,826 shares of
restricted stock with a value of $275,128.
(2) The amounts listed represent options granted to the persons listed in the
form of qualified incentive stock options or nonqualified stock options
(but in either event granted at the fair market value on the date of
grant). All the options vest at the rate of 20% per year commencing with
the first anniversary except as specified otherwise below. Upon a "change
in control" as defined in the Long-Term Stock Incentive Plan, all options
become immediately and fully exercisable. For 1998, 6,563 of the options
granted to Mr. Lipkin and 4,331 of the options granted to Mr. Peter
Southway had tandem SARs. For 1997, 6,891 of the options granted to Mr.
Lipkin and 4,548 of the options granted to Mr. Peter Southway had tandem
SARs. As to those options/SARs, the executive will have the choice of
exercising the option for stock or obtaining the cash value of the option
on the exercise date.
(3) All amounts shown in this column reflect employer contributions to a
401(k) plan on behalf of the person listed, except that $25,250 of the
amount shown for Mr. Lipkin in 1999, 1998 and 1997 represents the cost to
Valley of Mr. Lipkin's $1,000,000 split dollar life insurance plan.
(4) Mr. Meyer joined Valley effective February 28, 1997; his 1997 salary is
shown on an annualized basis.
(5) Stock options/SARs and stock awards have been restated for stock dividends
and stock splits.
<PAGE>
Option Grants in 1999
- ---------------------
The following table shows the options granted to the person listed in
1999, and their potential value at the end of the option term, assuming certain
levels of appreciation of Valley's common stock. As noted in footnote (2) to the
preceding table, certain options have been granted in tandem with SARs.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term (1)
- ------------------------------------------------------------------------------------------ ----------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ------------ ----------- ------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Gerald H. Lipkin............ 15,750 (2) 6.2% 27.80 1/05/2009 275,344 697,776
Peter Southway.............. 5,250 (2) 2.1% 27.80 1/05/2009 91,787 232,607
Robert Meyer................ 10,000 (2) 4.0% 25.75 11/23/2009 161,940 410,389
Peter John Southway......... 10,000 (2) 4.0% 25.75 11/23/2009 161,940 410,389
Peter Crocitto.............. 10,000 (2) 4.0% 25.75 11/23/2009 161,940 410,389
</TABLE>
- -----------------------
NOTES
(1) The dollar amounts under these columns are the result of calculations at
the 5% and the 10% rates set by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation, if
any, of Valley's common stock price. Based upon 59,693,290 common shares
outstanding as of December 31, 1999, all shareholders as a group would
receive future appreciation of $1,051,142,101 with 5% growth, and
$2,663,800,464 with 10% growth, over a 10-year period.
(2) These options become exercisable at the rate of 20% per year beginning
January 5, 2000 as to Gerald Lipkin and 33-1/3% per year for Peter
Southway and November 23, 2000 as to Robert Meyer, Peter John Southway and
Peter Crocitto. The options accelerate in the event of a change in
control, as defined in the Long-Term Stock Incentive Plan.
<PAGE>
Aggregated Option Exercises in 1999 and Year-End Option Values
- --------------------------------------------------------------
The following table shows the options exercised by persons listed in 1999,
the number of options/SARs remaining unexercised at year-end, and the value of
unexercised in-the-money options/SARs at year end.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/SARs
Acquired on Options/SARs at FY-End (#) at FY-End ($)
Exercise (#) Value
Name Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Gerald H. Lipkin............ 2,133 41,444 95,218/57,139 1,076,489/252,089
Peter Southway.............. 2,888 48,533 64,492/32,842 745,946/167,007
Robert Meyer................ 0 0 214,067/26,275 4,397,206/61,959
Peter John Southway......... 7,016 127,270 39,344/31,857 444,279/116,635
Peter Crocitto.............. 3,008 37,720 22,373/31,855 177,744/116,624
</TABLE>
Pension Plans
- -------------
Bank Pension Plan. The Bank maintains a non-contributory, defined benefit
pension plan for all eligible employees. The annual retirement benefit under the
pension plan is (i) 0.85 of 1% of the employee's average final compensation up
to the employee's average social security wage base plus (ii) 1.15% of the
employee's average final compensation in excess of the employee's average social
security wage base, (iii) multiplied by the years of credited service (to a
maximum of 35 years). Employees who were participants in the pension plan on
December 31, 1988 are entitled to the higher of the foregoing or their accrued
benefit as of December 31, 1988 under the terms of the plan then in effect. An
employee's "average final compensation" is the employee's highest 5 year average
of the employee's annual salary (excluding bonuses, overtime pay and other
special pay), i.e., the amount listed as "Salary" in the Summary Compensation
Table, subject to an annual compensation limit of $160,000, received during the
last 10 years of employment.
The following table shows the estimated annual retirement benefits from
the pension plan, assuming retirement at age 65 and a straight life annuity
benefit, for the compensation levels and years of credited service shown.
<PAGE>
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Credited Service
-------------------------------------------------------------
Average Final Compensation 15 20 25 30 35
- -------------------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 25,000................... $3,188 $4,250 $5,313 $6,375 $7,438
$ 50,000................... $7,137 $9,516 $11,896 $14,275 $16,654
$ 100,000................... $15,762 $21,016 $26,271 $31,525 $36,779
$ 150,000................... $24,387 $32,516 $40,646 $48,775 $56,904
$ 160,000 and higher........ $25,422 $33,896 $42,371 $50,845 $59,319
</TABLE>
- -----------------------
NOTES:
1. Amounts shown reflect the $160,000 limit on compensation and the $130,000
maximum benefit payable and represent the benefits that could be paid from
the qualified trust during 1999. These limits are subject to annual cost
of living increases.
2. An employee may receive benefits greater than those shown in the table if
(a) his accrued benefit as of December 31, 1988 under the terms of the
pre-1989 Plan is higher, (b) his accrued benefit as of December 31, 1993
(based on the compensation limits in effect before 1994) is higher, or (c)
he is a participant in the Benefit Equalization Plan, an unfunded
arrangement which provides benefits to a select group of highly
compensated officers, and which is described below.
Benefit Equalization Plan. Effective January 1, 1989, the Bank adopted a
benefit equalization plan which provides retirement benefits in excess of the
amounts payable from the pension plan for certain highly compensated officers.
Benefits are determined as follows: (a) the benefit calculated under the pension
plan formula in effect prior to January 1, 1989 and without regard to the limits
on recognized compensation and maximum benefits payable from a qualified
deferred benefit plan, minus (b) the individual's pension plan benefit. In
general, officers of Valley who are members of the pension plan and who receive
covered pension compensation in excess of the compensation limits under the
qualified plan are eligible to participate in the benefit equalization plan. The
Human Resource and Compensation Committee of the Board of Directors has the
authority to determine, in its discretion, which eligible officers will
participate in the benefit equalization plan. Effective January 1, 1989, Gerald
Lipkin and Peter Southway became participants in the benefit equalization plan.
Effective January 1, 1996, Peter John Southway and Peter Crocitto became
participants in the benefit equalization plan. No other officers presently
participate.
The following table shows the estimated annual retirement benefits from
the benefit equalization plan and qualified pension plan combined, assuming
retirement at age 65 in 1999 and a straight life annuity benefit, for the
compensation levels and years of credited service shown. The chart is calculated
using the average social security wage base and social security benefits in
effect during 1999.
<TABLE>
<CAPTION>
Years of Credited Service
-----------------------------------------------------------------------------------
Average Final Compensation 15 20 25 30 35 40
- -------------------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$150,000.................... $25,790 $34,387 $42,984 $51,581 $60,178 $68,774
$200,000.................... $35,165 $46,887 $58,609 $70,331 $82,053 $93,774
$250,000.................... $44,540 $59,387 $74,234 $89,081 $103,928 $118,774
$300,000.................... $53,915 $71,887 $89,859 $107,831 $125,803 $143,774
$350,000.................... $63,290 $84,387 $105,484 $126,581 $147,678 $168,774
$400,000.................... $72,665 $96,887 $121,109 $145,331 $169,553 $193,774
$450,000.................... $82,040 $109,387 $136,734 $164,081 $191,428 $218,774
$500,000.................... $91,415 $121,887 $152,359 $182,831 $213,303 $243,774
</TABLE>
Gerald Lipkin, Peter Southway, Peter John Southway and Peter Crocitto have
approximately 24, 40, 21 and 23 years of credited service, respectively, under
the pension plan (and with respect to the benefit equalization plan for those
officers who participate in it) as of January 1, 1999, and, at age 65, would
have 31.1, 42.3, 48.1 and 46 years of credited service, respectively. (However,
the maximum currently is 40 years of credited service.) In 1999 the following
persons received the compensation shown below for purposes of determining their
retirement benefits under the pension plan (and with respect to the benefit
equalization plan for those officers who participate in it): Gerald Lipkin
$500,000; Peter Southway $270,000; Peter John Southway $240,000; and Peter
Crocitto $240,000. Pursuant to an agreement, effective May 8, 1996, Valley and
the Bank guaranteed Peter Southway a minimum pension, expressed as a joint and
survivor annuity of $164,036 if he retired after age 65. Pursuant to an
agreement dated August 17, 1994, commencing at age 57, a minimum retirement
benefit of $150,000 per year is provided to Mr. Lipkin in the form of a joint
and two-thirds survivor annuity which would pay Mr. Lipkin $150,000 per year and
his wife $100,000 per year in the event of Mr. Lipkin's death. Except as
contained in the description of the plan formulas above, the benefits listed in
the tables are not subject to any deduction for social security or other offset
amounts.
Employment Contracts and Termination of Employment
and Change of Control Arrangements
- ----------------------------------
On August 17, 1994, Valley and the Bank entered into severance agreements
with Gerald Lipkin and Peter Southway and as of January 1, 1998 Valley and the
Bank entered into severance agreements with Robert Meyer, Peter John Southway
and Peter Crocitto. The severance agreements provide that in the event the
executive is terminated without cause, he will be entitled to a lump sum payment
equal to 12 months of his annual salary at the time of termination, plus a
fraction of the bonus paid to him in the previous year, where such fraction is
the number of months of the current year during which he served before being
terminated, divided by 12. Mr. Lipkin and Mr. Southway also receive health and
dental benefits through age 65. Mr. Meyer, Mr. Peter John Southway and Mr.
Crocitto receive health, dental benefits, and life insurance and disability plan
continuance for three years. Pursuant to the agreement effective May 8, 1996,
Valley amended Mr. Southway's severance agreement to use $375,000 as the
applicable annual base salary regardless of the base salary actually paid to
him. With respect to Mr. Lipkin, his severance agreement provides additional
payments in the event of his death or disability.
As of January 1, 1999, Valley and the Bank entered into amended and
restated change-in-control agreements with Gerald Lipkin, Peter Southway, Peter
John Southway, Peter Crocitto and Robert Meyer. The change-in-control agreements
generally provide employment protection to the covered executives for a
three-year period following any change-of-control (as defined in the agreement).
If the executive is terminated without cause, or if he resigns for good reason
(as defined) he receives a lump sum equal to three times the highest annual
compensation paid to him during any calendar year in the three calendar years
immediately preceding the change-in-control, plus three years of extra service
credited under the benefit equalization plan he is a participant in it, and
continuation of his health, hospitalization and medical insurance for a three
year period. Payment and the duration of benefits are proportionately reduced as
the executive reaches his normal retirement age (age 67 for Peter Southway and
ages 65 for the other executives). The change-in-control payments and benefits
to the executive will be increased by the amount of the excise tax (and related
income and payroll taxes on such amounts) imposed upon all "excess parachute
payments" under the Internal Revenue Code so that the executive will be entitled
to retain the benefit of these promised payments and benefits without reduction
by the excise tax. Excess parachute payments exist when "parachute payments"
(i.e., all payments and benefits contingent on a change in control) exceed 3
times the employee's average taxable compensation over the last 5 calendar
years. The Long Term Incentive Plan provides that upon a "change in control" (as
defined in that plan) all restrictions on shares of restricted stock granted
under the plan will lapse and all outstanding options under the plan will, for a
period of 60 days, become immediately and fully exercisable. The value of any
accelerated vesting is considered a parachute payment.
As of January 1, 1995, Valley and the Bank also entered into
change-in-control agreements with all First Senior Vice Presidents and Senior
Vice Presidents who have at least three years of continuous service with the
Bank. These agreements are similar to the other change-in-control agreements
described above except they provide a smaller lump sum payment and provide a
cut-back in the promised payments and benefits to avoid the excise tax under the
Internal Revenue Code imposed on "excess parachute payments." Generally, First
Senior Vice Presidents with six years or more of service are entitled to a lump
sum payment equal to two years salary plus a pro rata bonus and continuation of
medical, dental and life insurance benefits. The lump sum is reduced to one year
of base salary and a pro rata bonus for officers with between three years and
six years of service. Similarly, Senior Vice Presidents with six years or more
of service are entitled to one year of base salary and a pro rata bonus, and the
lump sum is six months and a pro rata bonus for Senior Vice Presidents with
between three and six years of service.
All change-in-control agreements are for fixed terms, but provide for
automatic annual extensions unless Valley takes specific action to halt the
renewal.
As of July 7, 1995, Valley and Mr. Lipkin entered into a split dollar life
insurance arrangement. Under the arrangement, Valley agreed to pay the annual
premiums necessary to fund a $1,000,000 second-to-die life insurance policy on
the lives of Mr. Lipkin and his wife. When the policy is fully paid, or from the
death benefits thereunder, Valley will be repaid all of its premium payments
made by it (without interest). In return, in an agreement as of that date, Mr.
Lipkin waived all rights he has to group term policies under Valley's benefit
policies or otherwise. The split dollar policy is anticipated to require annual
premium payments by Valley of $25,250 for 11 years, although the amount and
duration of the premiums depends on the dividends paid by the insurance company.
Valley has also agreed that it will pay the premiums, regardless of whether Mr.
Lipkin continues to be employed by Valley.
Director Compensation Arrangements
- ----------------------------------
Valley pays its directors a $10,000 annual retainer, plus fees of $500 per
board meeting attended, $1,000 for each Audit Committee meeting and Human
Resource and Compensation Committee meeting and $500 for each other committee
meeting attended. Bank directors fees consist of: an annual retainer of $10,000,
plus $500 for each meeting of the Board attended, $1000 for each executive
committee meeting attended and $500 for each other committee meeting attended.
Directors of Valley and the Bank who are salaried officers do not receive
directors' fees or retainers. The Chairmen of the Human Resource and
Compensation Committee, the Nominating and Governance Committee, the Audit
Committee, the Insurance Committee and the Community Development and Fair
Lending Committee, currently Messrs. McEntee, Drukker, Rachesky, Vozza and Ms.
Bronander, respectively, each receive an additional retainer of $5,000 per year.
In November 1992, Valley instituted a retirement plan for eligible
non-employee directors of Valley and/or the Bank. The plan provides for benefits
which commence after the non-employee director has retired from the Board and
reached the age of 65. The benefits terminate in 10 years or earlier upon death
of the non-employee director. The annual benefit is a percentage of the annual
Bank and Company retainer paid to the director at the time of retirement, as
follows: after 5 years of service (25%), increasing 5% for each additional year
of service to 100% after 20 years of service.
<PAGE>
HUMAN RESOURCE AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The following report was prepared by Valley's Human Resource and
Compensation Committee regarding executive compensation policy and its relation
to Valley's performance.
Compensation Review Process
- ---------------------------
The Human Resource and Compensation Committee of the Board of Directors,
consisting entirely of independent outside directors, is responsible for
establishing and overseeing policies governing annual and long-term compensation
programs for officers named in the compensation tables shown above and other
executive officers of Valley.
The committee uses an independent compensation consulting firm to assist
in its deliberations. The committee has sought the consultant's guidance in
maintaining levels of executive compensation that are consistent with banks that
are similarly situated in terms of business and labor market competition (the
compensation peer group).
With this outside, independent assistance, the committee evaluates
salaries, annual performance goals and awards under annual incentive plans and
administers the Long-Term Stock Incentive Plan.
When the committee's actions relate to officers who also are directors,
the Board of Directors (exclusive of the officer-directors) reviews the
recommendations of the committee and approves final compensation arrangements.
Compensation Strategy
- ---------------------
The objective of Valley's executive compensation program is to align
compensation with business strategy and the continued enhancement of shareholder
value through stock price growth and dividends.
A total compensation approach to determining appropriate compensation
levels for executive officers has been adopted by the committee. Target total
compensation levels (consisting of annual base salary, and annual and long-term
incentive award opportunities, including stock options and restricted stock) are
established at the beginning of each year. These targets take into consideration
Valley's performance relative to its compensation peer group and total
compensation opportunities for the peer group. Under this total compensation
approach, an increasing amount of the executive total compensation mix is based
on pay-for-performance targets and performance compared to peers.
The organizations used for the purpose of developing compensation targets
are based on labor market competition as well as business competition. These
organizations may differ from the banking organizations included in the industry
group used in the Performance Graph of stock growth and dividend reinvestments
shown below.
Target total compensation is determined through a statistical process that
builds a model of peer group compensation relative to asset size and
performance. The peer group modeling process provides an objective basis to
identify those performance measures best related to compensation in the peer
companies. These performance measures can vary from year to year based on the
statistical results and may include earnings growth, return on assets and return
on equity.
Valley's size and performance results are factored into the peer group
model to identify appropriate target total compensation opportunities for
Valley's executives. As a result, when performance objectives are exceeded,
executives have an opportunity to realize compensation above their target total
compensation levels. When performance objectives are not met, the total
compensation paid is lower than target.
Specific compensation program components are discussed below.
Base Salary
- -----------
Base salary levels are determined each year, in part, by considering the
labor market levels of compensation paid to executives of comparable banking
organizations. Labor market values are established by the peer group banking
organization modeling process described above and supplemented by the average
results of an analysis of published compensation surveys of similar size
organizations in the banking industry to reflect broader industry trends.
The labor market values are used to create salary ranges. Individual
executive salaries are determined relative to the ranges on the basis of a
subjective assessment of each executive's contribution to the Bank's success as
well as the level of knowledge and experience each executive brings to the job.
Annual Incentive Plan
- ---------------------
Consistent with the goals of continued financial strength and shareholder
value creation for 1998, annual incentive awards were based on a combination of
achieving or exceeding corporate objectives for return on average assets and
return on average equity, and individual performance of participating officers.
The annual incentive plan has minimum performance requirements, below
which no bonuses may be awarded. Targets for minimum return on average equity
and return on average assets before extraordinary items are determined each year
at the beginning of the annual incentive plan year.
Each year target annual incentive opportunities for executives are
established using the data from the peer group, again, supplemented by the
combined results of the analysis of published surveys of compensation in the
banking industry and internal relationships. The committee adopted a policy of
setting target opportunities near the average of those available in the
competitive market place. Target awards range up to 60% or more of base salary.
Actual annual incentive awards are determined through a performance
measurement process relative to achievement of Valley goals and individual
performance objectives. Corporate performance can account for up to 75% of each
participant's target award. Individual performance achievement measures are both
objective (e.g., pre-determined goals) and subjective (e.g., Board assessment of
the executive's leadership and management of resources). In addition, the
committee can, at its discretion, adjust individual awards by plus or minus 20%.
Actual awards can range from 0% to 115% of an executive's base salary depending
on Company and individual performance.
Long-Term Incentive Plan
- ------------------------
Long-term incentive awards may be granted in the form of stock options
(qualified incentive stock options or non-qualified stock options), stock
appreciation rights and/or restricted stock. The purpose of these awards is to
align executive long-term compensation opportunities with the realization of
stock price growth and dividends for shareholders.
The number of stock options and restricted stock awards are determined on
an annual basis using the target long-term incentive award opportunity as a
guide. This is initially the difference between the target total compensation
opportunity and the sum of the executive's base salary and target annual
incentive award opportunity. A combination of restricted stock and stock options
are then awarded up to the target long-term incentive award opportunity on a
subjective basis, taking into account Valley's performance, competitive
practices, and individual performance. Previous stock option and restricted
stock awards also may be considered by the committee and the Board, at its
discretion, in determining the number of stock option and restricted shares to
be granted.
Compensation of the Chief Executive Officer
and Other Named Executive Officers
- ----------------------------------
For 1999, Mr. Lipkin was granted a 4.2% salary increase, bringing his base
salary level to $500,000. This salary increase recognizes Mr. Lipkin's
contribution to Valley's success, the level of knowledge and experience he
brings to the job of Chairman and Chief Executive Officer, and the labor market
levels of compensation paid to chief executive officers of comparable banking
organizations. Additionally, Mr. Lipkin led Valley in achieving annual
objectives.
Salary adjustment for the other named executive officers were 4% of their
base salaries and reflected certain realignment of duties and responsibilities
as well as individual officer contributions to the growth of the Bank,
experience and skill levels and the movement of salaries in competitive labor
markets.
The 1999 base salary levels were determined in accordance with Valley's
policy as described in "Base Salary" above.
For 1999, Valley's performance met targeted levels and approved goals. Mr.
Lipkin contributed to this success by developing Valley management team,
improving Valley's financial strength, broadening the product line and expanding
market share. As a result of these contributions, Mr. Lipkin's annual incentive
award was therefore 95% of his base salary.
For the other named executive officers, the 1999 annual incentive awards
averaged 51% of their 1999 salaries. These awards ranged from 42% to 74% for
these individuals, reflecting differences in business unit results and
organization level.
The 1999 annual incentive awards were determined in accordance with
Valley's policy as described in "Annual Incentive Plan" above.
As part of the total compensation program, in 1999 Mr. Lipkin was awarded
a stock option for 15,749 shares at $27.80 per share, the market value on the
date of grant. Mr. Lipkin also was awarded 5,250 shares of restricted Company
common stock at $27.80 per share. The stock options become exercisable and the
restricted stock becomes vested at the rate of 20% per year starting with the
first anniversary from the date of grant. Mr. Lipkin's opportunity to receive
value from the option awards is contingent on the growth of Valley's stock price
over the vesting period of the awards.
During 1999, other executive officers named in the compensation tables
received qualified incentive stock option grants totaling 35,250 shares at an
average grant price of $26.06 per share. As a group, the other named executive
officers received restricted stock awards totaling 10,890 shares at an average
price at grant of $26.11 per share. All of these shares were granted at the
market value on the date of grant. All of the factors relating to exercise of
options and tandem SARs and the vesting of restricted stock noted above for Mr.
Lipkin apply to these stock awards.
The long-term incentive awards to executive officers in 1999 were made in
accordance with the total target compensation approach described under
"Long-Term Incentive Plan" above. In addition, previous stock options and
restricted stock awards were considered in making these awards.
Deductibility of Compensation
- -----------------------------
Under Section 162(m) of the Internal Revenue Code, companies are subject
to limits on the deductibility of executive compensation for the five highest
paid officers. Deductible compensation for those officers is limited to $1
million per year. Certain forms of compensation are exempt from this
deductibility limit, primarily performance-based compensation which has been
approved by shareholders.
In the last calendar year some immaterial amounts of compensation for Mr.
Lipkin were not deductible. This year Valley is asking its shareholders to
approve the Executive Incentive Plan which is intended to exempt from Section
162(m) limits the long-term incentive awards for covered executive officers.
Based on its 2000 salaries, the approval of the Executive Incentive Plan and the
annual incentive awards, stock option and restricted stock awards, Valley does
not expect any of its active named executive officers to materially exceed the
$1 million deductibility threshold during the 2000 taxable year.
Detailed information related to the compensation of five of Valley's
executive officers is shown in the compensation tables within this proxy
statement.
Human Resource and Compensation Committee Members:
Robert E. McEntee, Chairman
Andrew B. Abramson
Harold P. Cook, III
Graham O. Jones
Gerald Korde
Robert Rachesky
Richard F. Tice
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made on January 1, 1995 in: (a) Valley's common stock: (b) the
Standard and Poor's ("S&P") 500 Stock Index; and (c) the Keefe, Bruyette &
Woods' KBW 50 Index. The graph is calculated assuming that all dividends are
reinvested during the relevant periods. The graph shows how a $100 investment
would increase or decrease in value over time, based on dividends (stock or
cash) and increases or decreases in the market price of the stock.
This year, Valley switched from Keefe, Bruyette & Woods Eastern Region
Index of banking organizations to the KBW 50 Index, an index composed of fifty
money center and regional banks. This switch is necessary because, Keefe,
Bruyette & Woods will no longer track an Eastern Region Index. Instead, the KBW
50 Index should provide a consistent means for comparing the performance of
Valley's common stock against other financial institutions generally. The
comparable figures in the graph below for the Keefe, Bruyette & Woods Eastern
Region Index would have been 1/1/95 - $100; 12/31/95 - $169.75; 12/31/96 -
$232.83; 12/31/97 -$437.09; 12/31/98 - $388.14; 12/31/99 - $374.87.
INDEX OF TOTAL RETURNS: VALLEY NATIONAL BANCORP, S&P 500, KBW 50 INDEX
JANUARY 1, 1995 - DECEMBER 31, 1999
[graph omitted]
<TABLE>
<CAPTION>
1/95 12/95 12/96 12/97 12/98 12/99
- ---------------------------------------------- ----------- ---------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Valley National Bancorp 100.0 101.06 112.97 186.89 173.27 187.29
- ---------------------------------------------- ----------- ---------- ---------- ----------- ---------- ------------
KBW 50 Index 100.0 160.16 226.56 331.21 358.62 346.17
- ---------------------------------------------- ----------- ---------- ---------- ----------- ---------- ------------
S&P 500 Index 100.0 134.11 161.29 211.30 267.65 319.91
- ---------------------------------------------- ----------- ---------- ---------- ----------- ---------- ------------
</TABLE>
<PAGE>
HUMAN RESOURCE AND COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
All members of the Human Resource and Compensation Committee have engaged
in loan transactions with the Bank. Committee members include Messrs. McEntee
(Chairman), Abramson, Drukker, G. Jones, Korde, Rachesky and Tice. All such
loans were made in the ordinary course of business of the Bank. No other
relationships required to be reported under the rules promulgated by the
Securities and Exchange Commission exist with respect to members of Valley's
Human Resource and Compensation Committee.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Bank has made loans to its directors and executive officers and their
associates and, assuming continued compliance with generally applicable credit
standards, it expects to continue to make such loans. All of these loans (i)
were made in the ordinary course of business, (ii) were made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and (iii) did not
involve more than the normal risk of collectibility or present other unfavorable
features.
During 1999, the Bank paid for legal services to a law firm whose partner
is Harold P. Cook, III, a director and shareholder of Valley. During 1999, the
Bank paid for legal services to a law firm whose partner is Graham O. Jones, a
director and shareholder of Valley. During 1999, the Bank paid for legal
services to a law firm whose partner is Richard S. Miller, a director and
shareholder of Valley.
Recommendation on Proposal 1
- ----------------------------
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINATED
SLATE OF DIRECTORS INCLUDED IN PROPOSAL 1.
<PAGE>
PROPOSAL 2 - APPROVAL OF THE VALLEY NATIONAL BANCORP
EXECUTIVE INCENTIVE PLAN
Section 162(m) of the Internal Revenue Code generally provides that a
public company (such as Valley) may not deduct compensation paid to its chief
executive officer or any of the four most highly compensated officers ("Covered
Employees") to the extent it exceeds $1,000,000 in any one tax year, unless the
payments are made based upon the attainment of objective performance goals that
are approved by shareholders.
Subject to shareholder approval, Valley has adopted the Valley National
Bancorp Executive Incentive Plan to provide an incentive mechanism to senior
executives to maximize the performance of Valley and its subsidiaries, and to
attract and retain achievement-oriented senior executives. Under the Plan,
awards will be made utilizing objective performance criteria for determining the
maximum bonus awards for Covered Employees and certain other senior executives.
All officers of Valley or its subsidiaries are eligible for participation under
the Plan. Valley's Compensation Committee administers the Plan and designates
employees for participation in the Plan. The Compensation Committee is comprised
entirely of "outside directors" within the meaning of Section 162(m) of the
Code. The Compensation Committee has designated the Chief Executive Officer of
Valley National Bancorp as the only Plan participant for the 2000 tax year.
The amount of a Plan participant's award for any calendar year will be
based upon performance goals established by the Compensation Committee relating
to one or more business criteria that apply to a Plan participant, which may
include revenues of Valley or any subsidiary, pre-tax profits of Valley or any
subsidiary, stock price, market share, earnings per share, return on equity, or
costs, as well as projected Company and industry performance, and such other
factors as it may deem appropriate, including conditions in the general economy
and in the industry. With respect to Valley's Chief Executive Officer the
Compensation Committee has determined that earnings per share, return on equity,
net income and the net pre-tax profits of Valley, as well as the valuation of
his performance in relation to obtaining targeted results are the business
criteria to be used for this year. We have not yet determined the amount of any
awards to be granted under the Plan, however, no participant will receive more
than $2,000,000 under the Plan for any one calendar year. Shareholder approval
of the Plan will constitute approval of these performance goals for purposes of
bonuses to Covered Employees for deductibility under Section 162(m) of the Code.
Awards for a calendar year will be payable to participants under the Plan
following the close of such year, but generally not earlier than the date on
which the Compensation Committee certifies in writing that the performance goals
have been achieved, unless the Compensation Committee determines that the goals
have or will be met before the end of the year, in which case the Compensation
Committee can make estimated awards. Awards will generally be paid in cash.
A copy of the Plan is attached as Appendix A to this proxy statement.
Approval of the Plan, including the performance goals described above,
must receive the affirmative votes of the holders of a majority of the shares
represented, in person or by proxy, at the meeting.
Recommendation on Proposal 2
- ----------------------------
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE EXECUTIVE
INCENTIVE PLAN INCLUDED IN PROPOSAL 2.
<PAGE>
PROPOSAL 3 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO AUTHORIZE
30,000,000 SHARES OF A NEW CLASS OF "BLANK CHECK" PREFERRED STOCK.
General
- -------
On February 12, 2000, the Board of Directors, unanimously approved an
amendment to Article V of Valley's Certificate of Incorporation to increase the
authorized capital stock to 133,359,375 shares from 103,359,375 shares, and
authorize 30,000,000 shares of a new class of "blank check" preferred stock.
Valley currently has 103,359,375 shares of authorized common stock, but is not
authorized to issue preferred stock.
The purpose of the amendment is to authorize the issuance of 30,000,000
shares of preferred stock to maximize Valley's ability to expand its capital
base. The full text of the proposed amendment is attached to this proxy
statement as Appendix B. The description of the amendment is qualified in its
entirety by reference to Appendix B.
Purpose of the Proposal
- -----------------------
The Board of Directors believes that the proposed authorization to create
a new class of preferred stock may assist in achieving future acquisitions and
in meeting its corporate needs. If the issuance of shares is deemed advisable in
connection with raising additional capital, or future acquisitions, having the
authority to issue the shares may avoid the time, delay and expense of a special
shareholders' meeting to authorize the issuance of preferred stock. No further
action or authorization by Valley's shareholders would be necessary prior to
issuance of such stock, except as may be required for a particular transaction
by applicable law or regulation, including but not limited to the listing
regulations of the NYSE, which may require approval under certain circumstances.
Valley has no specific agreements, commitments or plans at this time for the
sale or other use of the preferred stock.
One circumstance that could cause Valley to issue shares is acquisitions
or the need for additional capital to support acquisitions. In the past, Valley
and the Bank have been involved in acquiring financial institutions and other
transactions. In the past, many of Valley's transactions involved the issuance
of shares of Valley's common stock to the shareholders of the acquired
institution. With the expected end of pooling-of-interests accounting treatment
at the end of this year, preferred stock may become a more prevalent mechanism
in Valley's acquisitions. Because acquisition processes are fast-paced, complex
and unpredictable, Valley cannot predict when and if stock issuance to
acquisition targets or for capital raising purposes will be deemed appropriate
by management or will be required as a commitment in connection with a specific
acquisition.
The preferred stock that would be authorized by this amendment is referred
to as "blank check" preferred stock. The term "blank check" preferred stock
refers to stock for which the designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions are determined by the board
of directors of a corporation. As such, Valley's Board of Directors will, in the
event of the approval of this proposal, be in entitled to authorize the creation
and issuance of 30,000,000 shares of preferred stock in one or more series with
such limitations and restrictions as may be determined in the Board's sole
discretion, and no further authorization will be required from Valley's
shareholders.
Possible Adverse Effects of the Proposal
- ----------------------------------------
The issuance of the additional common or preferred stock may be viewed as
having adverse effects upon the holders of common stock. Holders of Valley's
common stock will not have preemptive rights with respect to the preferred
stock. The issuance of the preferred stock could result in an increase in the
number of shares of common stock outstanding, thereby diluting percentage
ownership of existing shareholders. The issuance of preferred stock could
possibly dilute book value per share and/or earnings per share.
Possible Anti-Takeover Effects of the Proposal
- ----------------------------------------------
The authorization or issuance of blank check preferred stock may be viewed
as being an "anti-takeover" device. In the event of a proposed merger, tender
offer or other attempt to gain control of Valley which the Board of Directors
does not believe to be in the best interests of Valley or its shareholders, the
Board could issue additional preferred stock which could make any such takeover
attempt more difficult to complete. Blank check preferred stock may also be used
in connection with the issuance of a shareholder rights plan, sometimes called a
poison pill. The Board of Directors has not approved any plan to issue any
preferred stock for this or any other purpose. The Board of Directors does not
intend to issue any preferred stock except on terms that the Board deems to be
in the best interest of Valley and its shareholders.
Recommendation on Proposal 3
- ----------------------------
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION AUTHORIZING 30,000,000 SHARES OF A NEW CLASS
OF "BLANK CHECK" PREFERRED STOCK INCLUDED IN PROPOSAL 3.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP, independent public accountants, have audited the books and
records of Valley since 1986. Selection of Valley's independent public
accountants for the 2000 fiscal year will be made by the Audit Committee of the
Board subsequent to the annual meeting.
KPMG has advised Valley that one or more of its representatives will be
present at the annual meeting of shareholders to make a statement if they so
desire and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
New Jersey corporate law requires that the notice of a shareholders'
meeting (for either a regular or special meeting) specify the purpose or
purposes of the meeting. Thus any substantive proposal, including shareholder
proposals, must be referred to in Valley's notice of shareholders' meeting in
order for the proposal to be properly considered at a meeting of Valley.
Proposals of shareholders which are eligible under the rules of the
Securities and Exchange Commission to be included in Valley's year 2001 proxy
material must be received by the Secretary of Valley National Bancorp no later
than November 3, 2000.
If Valley changes its 2001 annual meeting date to a date more than 30 days
from the date of its 2000 annual meeting, then the deadline referred to in the
preceding paragraph will be changed to a reasonable time before Valley begins to
print and mail its proxy materials. If Valley changes the date of its 2001
annual meeting in a manner that alters the deadline, Valley will so state under
Item 5 of the first quarterly report on Form 10-Q it files with the SEC after
the date change.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may come
before the annual meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
Shareholders are urged to sign the enclosed proxy and return it in the
enclosed envelope or vote by telephone or Internet. The proxy is solicited on
behalf of the Board of Directors.
By Order of the Board of Directors
------------------------------------
Gerald H. Lipkin
Chairman, President and
Chief Executive Officer
Wayne, New Jersey
March 1, 2000
A copy of Valley's Annual Report on Form 10-K (without exhibits) filed
with the Securities and Exchange Commission will he furnished to any shareholder
on written request addressed to Alan Eskow, Senior Vice President, Valley
National Bancorp, 1455 Valley Road, Wayne, New Jersey 07474. Valley's Annual
Report on Form 10-K (without exhibits) is also available on our website at
www.valleynationalbank.com.
<PAGE>
APPENDIX A
VALLEY NATIONAL BANCORP
EXECUTIVE INCENTIVE PLAN
1. Purpose.
- ----------------
The purposes of this Valley National Bancorp Executive Incentive Plan
(the "Plan") are (i) to provide an incentive mechanism to senior executives to
maximize the performance of the Company and its subsidiaries, and (ii) to
attract and retain achievement oriented senior executives.
2. Definitions.
- --------------------
For purposes of the Plan, the following terms shall have the defined
meanings as set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor thereto.
"Committee" shall mean the committee of the Board described in Section
4 hereof.
"Company" shall mean Valley National Bancorp, a corporation organized
under the laws of the State of New Jersey (or any successor corporation).
"Disability" shall mean a physical or mental condition of a Participant
resulting from a bodily injury, disease, or mental disorder which renders him or
her incapable of continuing in the employment of the Company. Such disability
shall be determined by the Committee, based upon appropriate medical advice and
examination.
"Participant" shall mean an officer of the Company or a subsidiary
thereof who is awarded rights under the Plan.
"Performance Goal" shall mean the performance goal set by the Committee
in accordance with Section 6 of the Plan.
"Retirement" shall mean retirement from active employment with the
Company on or after attainment of age 62, unless an earlier retirement is
approved by the Committee.
3. Effective Date.
- -----------------------
The Plan shall be effective on January 1, 2000, provided, however, that
the effectiveness of this Plan is conditioned on its approval by an affirmative
vote of the holders of Company stock represented at a meeting duly held in
accordance with applicable law within twelve (12) months after the date this
Plan is adopted by the Board. All awards under this Plan shall be null and void
if the Plan is not approved by such stockholders within such twelve-month
period.
4. Administration.
- -----------------------
(a) The Plan shall be administered by the Compensation Committee ("Committee")
of the Board, which shall consist solely of two or more directors each of whom
is an outside director within the meaning of the applicable regulations under
Section 162(m) of the Code or any successor thereto. The members of the
Committee shall be appointed by, and may be changed from time to time at the
discretion of, the Board.
(b) The Committee shall have the authority (i) to exercise all of the powers
granted to it under the Plan; (ii) to construe, interpret, and implement the
Plan; (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan; (iv) to make all determinations necessary or advisable in
administering the Plan; and (v) to correct any defect, supply any omission, and
reconcile any inconsistency in the Plan.
(c) The Committee shall maintain written minutes of its meetings, including
minutes regarding the Performance Goals established by the Committee pursuant to
Section 6 hereof, and any certification regarding the satisfaction of
Performance Goals made pursuant to Section 7 hereof.
(d) Solely for purposes of satisfying the shareholder approval requirement of
Section 162(m) of the Code, the Committee shall cause the material terms under
which awards are to be paid to be disclosed to shareholders for approval by a
majority of the vote in a separate shareholder vote before the payment of the
award. In order to prevent the disclosure of confidential competitive
information, such disclosure shall be limited to the disclosure of only those
material terms necessary to satisfy the requirements of Section 162(m) of the
Code and the regulations thereunder.
(e) All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and
Participants.
(f) No member of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan.
(g) To the extent allowable under the regulations under Section 162(m) of the
Code, the Committee may, in its sole discretion, revise the amount payable under
an award downward, if, in the business judgment of the Committee, it is in the
best interests of the Company and its shareholders, and an unintended windfall,
or inequitable payment will otherwise result.
5. Eligibility and Participation.
- --------------------------------------
The class of officers who are eligible to receive payments under the
Plan shall consist of such members of the officers of the Company or a
subsidiary thereof as the Committee shall in its sole discretion select. The
Committee annually shall determine the officers who shall be eligible to receive
awards under the Plan.
6. Awards.
- ---------------
The Committee shall, prior to or during the first quarter of each
calendar year, establish Performance Goals for determining the incentive awards
for such calendar year for Participants in the Plan. The Committee, in
determining such Performance Goals, may consider appropriate recommendations
made by the Compensation Committees of any subsidiary of the Company. In
establishing the Performance Goals, the Committee may, in its discretion,
consider one or more business criteria that apply to the Participant, the
Company as a whole, or any designated subsidiary or business unit of the Company
or a subsidiary thereof. Such business criteria may include, inter alia,
revenues of the Company or any subsidiary, pre-tax profits of the Company or any
subsidiary, stock price, market share, earnings per share, return on equity, or
costs, as well as projected Company and industry performance, and such other
factors it may deem appropriate, including conditions in the general economy and
in the industry.
As soon as practicable after the close of each calendar year, the
Committee shall determine the actual incentive awards to be made to the
Participants, provided, however, that prior to the close of such calendar year,
the Committee may estimate the actual incentive awards to be made to all or
certain of the Participants and may authorize the immediate distribution of all
or any portion thereof to such Participants, and provided further, however, that
during any such calendar year the Committee may, in its discretion, determine
incentive awards for the portion of the year preceding such determination and
may authorize the immediate distribution of such awards to all or certain of the
Participants.
In determining such awards, the Committee may consider, inter alia, the
following: (i) the salary of each Participant; (ii) the level of executive or
managerial responsibility; and (iii) the performance of each Participant.
7. Committee Certification.
- --------------------------------
Prior to the payment of the value of any award, the Committee will
certify in writing that the Performance Goals set forth in Section 6 and any
other material terms within the meaning of the regulations under Section 162(m)
of the Code were in fact satisfied.
8. Payment of Awards.
- --------------------------
As soon as practicable after the Committee certification pursuant to
Section 7 hereof, the Company shall pay to each Participant, in cash, a lump sum
equal to the value of his or her award.
9. Termination of Employment.
- ----------------------------------
(a) If a Participant's employment with the Company terminates prior to payment
for any reason other than (i) death; (ii) Disability; or (iii) Retirement, then
the Participant shall not be entitled to any payment with respect to any award
granted, unless otherwise provided by the terms of an employment contract.
(b) If a Participant's employment is terminated due to (i) death; (ii)
Disability; or (iii) Retirement, then within the twelve months following such
death, Disability or Retirement, the Committee, in its sole discretion, may
authorize payment to the estate of the Participant of all or any portion of the
amount attributable to awards granted to the Participant.
10. Amendment of the Plan.
- ------------------------------
The Board may from time to time alter, amend, suspend, or discontinue
the Plan. However, no such amendment or modification shall adversely affect any
Participant's rights with regard to outstanding awards.
11. Assignability.
- ----------------------
No awards granted under the Plan shall be pledged, assigned or
transferred by any Participant except by a will or by the laws of descent and
distribution. Any estate of any Participant receiving any award under the Plan
shall be subject to the terms and conditions of the Plan.
12. Tax Withholding.
- ------------------------
Under the Plan, payments made to Participants shall be made in cash,
except as otherwise provided in Section 8. However, such payments shall be made
net of any amounts necessary to satisfy federal, state and local withholding tax
requirements, where required by law.
13. No Contract of Employment.
- ----------------------------------
Neither the action of the Company in establishing this Plan, nor any
provisions hereof, nor any action taken by the Company, nor the Committee or
Board pursuant to such provisions, shall be construed as giving to any employee
or participant the right to be retained in the employ of the Company.
14. Other Provisions.
- -------------------------
The following miscellaneous terms and conditions are also in effect
under the Plan:
(a) Any expenses and liability incurred by the Board, the Committee or the
Company in administering the Plan shall be paid by the Company.
(b) Any benefits received or amounts paid to a Participant with respect to
awards under the Plan shall have no effect on the level of benefits provided to
or received by such Participant, or the Participant's estate or beneficiaries,
as a part of any other employee benefit plan or similar arrangement provided by
the Company, except as provided under the terms of such other employee benefit
plan or similar arrangement.
<PAGE>
APPENDIX B
Amendment to Certificate
- ------------------------
The following would be added as Article V to the Certificate of
Incorporation of Valley National Bancorp.
ARTICLE V
CAPITAL STOCK
(A) The total authorized capital stock of the Corporation shall be
133,359,375 shares, consisting of 103,359,375 shares of Common Stock and
30,000,000 shares of Preferred Stock which may be issued in one or more classes
or series. The shares of Common Stock shall constitute a single class and shall
be without nominal or par value. The shares of Preferred Stock of each class or
series shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series, adopted by the Board of
Directors as provided herein, may provide that shares of any class or series
shall have a specified par value per share, in which event all of the shares of
such class or series shall have the par value per share so specified.
(B) The Board of Directors of the Corporation is expressly authorized
from time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:
(a) The distinctive designation of the class or series and the
number of shares which will constitute the class or series, which
number may be increased or decreased (but not below the number of
shares then outstanding in that class or above the total shares
authorized herein) from time to time by action of the Board of
Directors;
(b) The dividend rate on the shares of the class or series,
whether dividends will be cumulative, and, if so, from what date or
dates;
(c) The price or prices at which, and the terms and conditions
on which, the shares of the class or series may be redeemed at the
option of the Corporation;
(d) Whether or not the shares of the class or series will be
entitled to the benefit of a retirement or sinking fund to be applied
to the purchase or redemption of such shares and, if so entitled, the
amount of such fund and the terms and provisions relative to the
operation thereof;
(e) Whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable,
the conversion price or prices, or the rates of exchange, and any
adjustments thereof, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;
(f) The rights of the shares of the class or series in the
event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation;
(g) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other
class or series in any respect, whether or not the shares of the class
or series will be entitled to the benefit of limitations restricting
the issuance of shares of any other class or series having priority
over or on parity with the shares of such class or series and whether
or not the shares of the class or series are entitled to restrictions
on the payment of dividends on, the making of other distributions in
respect of, and the purchase or redemption of shares of any other class
or series of Preferred Stock or Common Stock ranking junior to the
shares of the class or series;
(h) Whether the class or series will have voting rights, in
addition to any voting rights provided by law, and if so, the terms of
such voting rights; and
(i) Any other preferences, qualifications, privileges, options
and other relative or special rights and limitations of that class or
series.
Deletions from Certificates
- ---------------------------
Article V of the Certificate, which presently reads as set forth below,
shall be deleted in its entirety.
ARTICLE V
CAPITAL STOCK
The Corporation is authorized to issue 103,359,375 shares of common
stock without nominal or par value.
VALLEY NATIONAL BANCORP
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS
Thursday, April 6, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT RACHESKY, ROBERT E. McENTEE and
RICHARD F. TICE and each of them, as Proxy, each with full power of
substitution, to vote all of the stock of VALLEY NATIONAL BANCORP standing in
the undersigned's name at the annual meeting of Shareholders of VALLEY NATIONAL
BANCORP, to be held at the Radisson Hotel, 690 Route 46 East, Fairfield, New
Jersey, on Thursday, April 6, 2000 at 3:00 p.m., and at any adjournment thereof.
The undersigned hereby revokes any and all proxies heretofore given with respect
to such meeting.
This proxy will be voted as specified below. If no choice is specified,
the proxy will be voted FOR the election of the 18 nominees for director listed
in the proxy statement FOR the Valley National Bancorp Executive Incentive
Plan and FOR the amendment to Valley's Certificate of Incorporation.
Shares, if any, held for your account by the trustee for the dividend
reinvestment plan will be voted in the same manner as you vote the shares in
your name individually.
To Vote By Mail
---------------
Please date, sign, and mail your proxy card in the envelope provided as
soon as possible.
To Vote By Telephone (Touch-Tone Phone Only)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
To Vote By Internet
-------------------
Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number and the proxy card available when you
access the web page.
YOUR CONTROL NUMBER IS / /
-------------------------
(see reverse side)
<PAGE>
1. ELECTION OF 18 DIRECTORS
/ / FOR the nominees listed below (except as marked to the
--- contrary below):
/ / FOR ALL nominees except:
---
- ------------------------------------------------------------------------------.
(Instructions: To withhold authority to vote for any
individual nominee(s) write that nominee's name on the above line.)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below:
----
Andrew B. Abramson, Pamela Bronander, Joseph Coccia, Jr., Harold P. Cook,
III, Austin C. Drukker, Graham O. Jones, Walter H. Jones, III, Gerald
Korde, Gerald H. Lipkin, Joleen Martin, Robert E. McEntee, Richard S.
Miller, Robert Rachesky, Barnett Rukin, Peter Southway, Richard F. Tice,
Leonard Vorcheimer, Joseph L. Vozza.
2. THE VALLEY NATIONAL BANCORP EXECUTIVE INCENTIVE PLAN
/ / FOR the Valley National Bancorp Executive Incentive Plan.
----
/ / AGAINST the Valley National Bancorp Executive Incentive Plan.
----
/ / WITHHOLD AUTHORITY to vote for the Valley National Bancorp
---- Executive Incentive Plan.
3. AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VALLEY NATIONAL BANCORP
/ / FOR the amendment to the Certificate of Incorporation of Valley
---- National Bancorp authorizing 30,000,000 shares of a new class of
"blank check" preferred stock.
/ / AGAINST the amendment to the Certificate of Incorporation of
----- Valley National Bancorp authorizing 30,000,000 shares of a new
class of "blank check" preferred stock.
/ / WITHHOLD AUTHORITY to vote for the amendment to the Certificate of
----- Incorporation of Valley National Bancorp authorizing 30,000,000
shares of a new class of "blank check" preferred stock.
4. In their discretion, upon such other matters as may properly come before
the meeting.
Dated: ________________, 2000
---------------------------
Signature
---------------------------
Signature (Please
sign exactly as your name
appears. When signing as an
executor, administrator,
guardian, trustee or
attorney, please give your
title as such. If signer is
a corporation, please sign
the full corporate name and
then an authorized officer
should sign his name and
print his name and title
below his signature. If the
shares are held in joint
name, all joint owners
should sign.)
PLEASE DATE, SIGN AND RETURN PROMPTLY
