EXHIBIT 99.3
AMENDMENT
TO
NONSTANDARDIZED ADOPTION AGREEMENT
TO
XXXXX DE ORO BANK, N. A. 401(k)/PROFIT SHARING PLAN
This AMENDMENT TO NONSTANDARDIZED ADOPTION AGREEMENT TO XXXXX DE ORO BANK,
N. A. 401(k)/PROFIT SHARING PLAN (hereinafter called the "Amendment"), dated as
of this 17th day of March, 1999 is entered into by and between Xxxxx de Oro
Bank, N.A. (the "Bank") and Prudential Bank and Trust Company (the "Trustee").
WITNESSETH:
WHEREAS, the Bank is in the process of organizing a one-bank holding
company; and
WHEREAS, the one-bank holding company will be called Valley National
Corporation (the "Company") and the Bank will be a wholly-owned subsidiary of
the Company; and
WHEREAS, the Bank and the Trustee previously entered into a
NONSTANDARDIZED ADOPTION AGREEMENT TO XXXXX DE ORO BANK, N. A. 401(k)/PROFIT
SHARING PLAN (the "Agreement") as of January 1, 1996, and the organization of
the one-bank holding company was not contemplated at the time the Agreement
was entered into; and
WHEREAS, the Bank desires to change the name of the Xxxxx De Oro Bank,
N. A. 401(k)/Profit Sharing Plan ("Plan") to Valley National Corporation
401(k)/Profit Sharing Plan in light of the formation of the one-bank holding
company by the Bank; and
WHEREAS, Article 15, Paragraph 15.2 of the PruArray Prototype Plan and
Trust provides, in effect, that the Bank may amend any option in the
Agreement and may include language as permitted in the Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend said
Agreement as follows:
The name of the Plan shall be Valley National Corporation 401(k)/Profit
Sharing Plan.
IN WITNESS WHEREOF, the Bank and the Trustee have caused this Amendment
to be executed in counterpart as of the date first above written.
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BANK
XXXXX DE ORO BANK, N.A.
By: /s/ Xxxx X. Cable
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Xxxx X. Cable, Senior Vice President
TRUSTEE
PRUDENTIAL BANK & TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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