8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report
(Date of earliest event reported) - October 14, 1994


                     VALLEY NATIONAL BANCORP
       (Exact Name of Registrant as Specified in Charter)


                           NEW JERSEY
         (State or Other Jurisdiction of Incorporation)

          0-11179                       22-2477875             
(Commission File Number)      (IRS Employer Identification No.)

           1445 Valley Road, Wayne, New Jersey  07470
            (Address of Principal Executive Offices)

                         (201) 305-8800
                 (Registrant's Telephone Number)


Item 5 - Other Events

     On October 14, 1994, Valley National Bancorp ("Valley")
entered into a letter of intent to acquire American Union Bank
("American"), a $55 million, two office bank headquartered in
Union, New Jersey.  The acquisition is anticipated to be a tax free
merger in which the shareholders of American will receive 0.50
shares of Valley Common Stock ("Valley Stock") for each of the
549,970 outstanding shares of the common stock of American,
resulting in the issuance by Valley of 274,985 shares of Valley
Stock, or approximately one percent of Valley's outstanding shares.

     The announced merger is subject to the negotiation of a
mutually satisfactory definitive agreement and then is subject to,
among other conditions, the approval of the Department of Banking
of the State of New Jersey, the Comptroller of the Currency, and
American shareholders.  Pursuant to the merger, American will be
merged into Valley National Bank, Valley's commercial bank
subsidiary.  In connection with the letter of intent, American
granted Valley an option to purchase 180,000 shares of American's
authorized but unissued common stock under certain conditions.

Item 7 - Exhibits

     99.1  Press release, dated October 17, 1994

     99.2  Letter of Intent, dated October 14, 1994

     99.3  Stock Option Agreement, dated October 14, 1994

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                   VALLEY NATIONAL BANCORP


Dated: October 19, 1994            By:/s/ GERALD H. LIPKIN  
                                        Gerald H. Lipkin, Chairman
                                        Chief Executive Officer


                        INDEX TO EXHIBITS
  
99.1      Press Release, dated October 17, 1994
     
99.2      Letter of Intent, dated October 14, 1994

99.3      Stock Option Agreement, dated October 14, 1994

EX-99.1

                                                     Exhibit 99.1

                          NEWS RELEASE

For Immediate Release:  October 17, 1994

    VALLEY NATIONAL BANCORP AND AMERICAN UNION BANK ANNOUNCE
                         INTENT TO MERGE


WAYNE, NEW JERSEY - Gerald H. Lipkin, Chairman and Chief Executive
Officer of Valley National Bancorp (NYSE: VLY), and Alan
Turtletaub, Chairman of American Union Bank, jointly announced
today that they have signed a letter of intent by which Valley will
acquire American Union Bank, a $55 million, two-office bank
headquartered in Union.

"The proposed merger with American Union is consistent with
Valley's strategy of growth within our market through acquisitions
of other strong financial institutions,"  Lipkin noted.  In its
most recent merger, completed just a year ago, Valley acquired
Peoples Bancorp, a $223 million institution based in Fairfield. 
That merger added seven branches in Essex County to the Valley
network.

During August 1994, Valley signed a definitive merger agreement
pursuant to which Valley agreed to acquire Rock Financial
Corporation, holding company for Rock Bank, a $190 million five-
office bank headquartered in North Plainfield.  

With its offices in Union and Roselle Park, the American Union
acquisition will enhance Valley's presence in Union County.

"Working with American Union's management we have been able to
identify some very significant cost savings.  Those savings can be
accomplished while still retaining American Union's officers and
employees", said Lipkin.

Pursuant to the merger, American Union Bank will be merged into
Valley's subsidiary, Valley National Bank.  The acquisition of
American Union is designed as a tax-free merger in which each of
the 549,970 presently outstanding shares of American Union common
stock will be exchanged for .50 shares of Valley common stock.  In
connection with the execution of the letter of intent, American
Union also granted Valley an option on 180,000 shares of American
Union's authorized but unissued stock which can be exercised in
certain circumstances.  

The parties are completing due diligence and negotiating a
definitive merger agreement.  The acquisition is conditioned upon
necessary bank regulatory approvals, the approval of American
Union's shareholders and other customary conditions.

Valley National Bank, the principal subsidiary of Valley National
Bankcorp, currently has a $3.5 billion in assets and operates 58
branches in Bergen, Essex, Hudson, Morris and Passaic counties.

EX-99.2

                                                     Exhibit 99.2



                                            October 14, 1994


American Union Bank
2784 Morris Avenue
Union, New Jersey  07083-4840

Gentlemen:

          Valley National Bancorp ("Valley") proposes to acquire
all of the outstanding shares of common stock of American Union
Bank ("American") in accordance with the following terms and
conditions:

          1.  Each holder of American common stock, $5.00 par value
("American Common Stock"), will receive for each share of American
Common Stock held .50 shares (the "Exchange Ratio") of Valley
common stock, no par value ("Valley Stock").  The Exchange Ratio
shall be appropriately adjusted for stock splits, stock dividends
and similar capital changes occurring with respect to Valley Stock
prior to the closing.  No fractional shares of Valley Stock will be
issued, and cash will be paid in lieu of fractional interests.  

          2.  American represents that there are 549,970 shares of
American Common Stock outstanding and no options or rights have
been granted to purchase American Common Stock.  American shall not
sell or issue, or agree to sell or issue, any shares of American
Common Stock after the date hereof (except as provided herein) and
shall terminate its current offering of American Common Stock or
suspend the offering until this letter of intent is terminated or
the parties enter into a definitive written agreement (at which
time the offering would be terminated).

          3.  The acquisition will take the form of a tax-free
merger of American into Valley National Bank (the "Bank") with the
Bank as the survivor (the "Merger").

          4.  American represents that there are no employment
contracts nor any severance agreements between American and any
other person.  American represents that it has no stock plans,
pension, profit sharing or retirement plans or similar plans for
officers, directors or employees.

          5.  American and Valley will consult with each other
before issuing any press release or otherwise making any public
statements with respect to the provisions of this letter of intent
and the Merger contemplated hereby, and will not issue any such
press release or make any such public statement prior to such
consultation, except as may be otherwise required by law or
regulation or as to which the party releasing such information has
used its best efforts to discuss with the other party in advance.

          6.  It will be a condition of closing for Valley under
the definitive agreement that the transaction will be treated as a
pooling-of-interests for accounting purposes.  All affiliates of
American will agree to sign a standard affiliates letter for a
pooling-of-interests transaction.

          7.  Upon acceptance of this proposal, American and Valley
shall proceed promptly to negotiate in good faith a definitive
merger agreement embodying the terms hereof and containing, among
other provisions, representations, warranties and covenants
mutually satisfactory to the parties and customary conditions to
the obligations of each party to consummate the transaction.  Among
the other provisions of the definitive agreement will be customary
provisions in which Valley agrees to indemnify the directors and
officers of American after consummation of the Merger.  The
obligations of the parties hereto to enter into the Merger
contemplated hereby is subject to the execution of the mutually
acceptable definitive agreement and the approval of the definitive
agreement by the respective Board of Directors of each party.  The
consummation of the Merger shall be conditioned upon American
receiving from a financial advisor selected by American's Board of
Directors a written opinion substantially to the effect that the
terms of the transactions contemplated hereby are fair to the
holders of the American Common Stock from a financial point of
view, the approval by the stockholders of American, the receipt of
appropriate governmental approvals, consents or waivers, including
those of the New Jersey Department of Banking.

          8.  Valley will endeavor to continue the employment of
the officers and employees of American to the maximum extent
possible.  If Valley is unable to continue the employment of any
officer or employee of American, the parties will mutually agree
upon a severance policy for such employees.

          9.  Valley and American shall have the right to commence
due diligence during normal business hours following the execution
of this letter agreement pursuant to a mutually acceptable
confidentiality agreement.  The parties acknowledge that they have
not commenced their due diligence as of the date hereof.  The
parties may continue their due diligence during normal business
hours after execution of the definitive merger agreement for the
purpose of assuring themselves that representations and warranties
in the definitive agreement were correct and that covenants and
conditions set forth in the agreement have been complied with.

          10.  The consummation of the Merger shall be targeted for
early in the first quarter of 1995 and it must occur not later than
April 30, 1995, unless extended by mutual agreement of the parties.

          11.  In the event of the termination of this letter of
intent or, after execution of the definitive merger agreement,
termination of such agreement other than by reason of the willful
default of the terminating party, each party will be responsible
for its own fees and costs and neither party will be liable to the
other party or its shareholders in connection with the transaction
or its termination.

          12.  Valley has informed American that it will not enter
into this letter without American granting valley an option on its
shares.  Consequently, simultaneously with the acceptance of this
proposal, American agrees to issue to Valley an option to purchase
180,000 shares of the authorized and unissued American Common Stock
at an option price of $10.00 per share and on the other terms and
conditions set forth in the form of option agreement annexed
hereto.  In the event no definitive agreement is entered into, then
the option to purchase shall expire three months from the date
hereof unless a Triggering Event (as defined in the Option
Agreement) has occurred.

          13.  Valley agrees that for so long as active
negotiations with respect to the Merger are continuing, it will
not, directly or indirectly, through corporations, partnerships or
other entities or groups controlled by it or otherwise, alone or
with others, purchase any additional securities of American or
make, or disclose to any party any plan or intent to make, any
proposal to acquire any securities or assets of American, other
than pursuant to this letter or with the consent of American.

          If the foregoing is acceptable to you, will you kindly so
indicate by signing, dating and returning the enclosed counterpart
of this letter.

                                   Very truly yours,

                                   VALLEY NATIONAL BANCORP
                                   VALLEY NATIONAL BANK

                                   By:                        
                                        Gerald H. Lipkin
                                        Chairman and
                                        Chief Executive Officer
AGREED AND ACCEPTED:
AMERICAN UNION BANK

By:                             
   Alan Turtletaub, Chairman
Dated:  October 14, 1994

EX-99.3

                                                     Exhibit 99.3
                     STOCK OPTION AGREEMENT


               THIS STOCK OPTION AGREEMENT ("Agreement") dated
October 14, 1994, is by and between Valley National Bancorp, a New
Jersey corporation and registered bank holding company ("Valley"),
and American Union Bank, a New Jersey banking corporation
("American").

                           BACKGROUND

          1.   Valley, American and Valley National Bank (the
"Bank"), a wholly-owned subsidiary of Valley, as of the date
hereof, have executed a letter of intent pursuant to which the
parties will negotiate a definitive agreement and plan of merger
(the "Merger Agreement") pursuant to which Valley will acquire
American through a merger of American with and into the Bank (the
"Merger").

          2.   As an inducement to Valley and the Bank to enter
into the letter of intent and negotiate the Merger Agreement and in
consideration for such entry and negotiation, American desires to
grant to Valley an option to purchase authorized but unissued
shares of common stock of American in an amount and on the terms
and conditions hereinafter set forth.

                            AGREEMENT

          In consideration of the foregoing and the mutual
covenants and agreements set forth herein and in letter of intent
and in any definitive Merger Agreement, Valley and American,
intending to be legally bound hereby, agree:

          1.   Grant of Option.  American hereby grants to Valley
the option to purchase 180,000 shares of common stock, $5.00 par
value (the "Common Stock") of American at a price of $10.00 per
share (the "Option Price"), on the terms and conditions set forth
herein (the "Option").

          2.   Exercise of Option.  This Option shall not be
exercisable until the occurrence of a Triggering Event (as such
term is hereinafter defined).  Upon or after the occurrence of a
Triggering Event (as such term is hereinafter defined), Valley may
exercise the Option, in whole or in part, at any time or from time
to time, subject to and in accordance with the terms hereof.

          The term "Triggering Event" means the occurrence of any
of the following events:

          A person or group (as such terms are defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder) other than Valley or an
affiliate of Valley:

               a.   acquires beneficial ownership (as such term is
defined in Rule 13d-3 as promulgated under the Exchange Act) of at
least 20% of the then outstanding shares of Common Stock;

               b.   enters into a letter of intent or an agreement,
whether oral or written, with American pursuant to which such
person or any affiliate of such person would (i) merge or
consolidate, or enter into any similar transaction with American,
(ii) acquire all or a significant portion of the assets or
liabilities of American, or (iii) acquire beneficial ownership of
securities representing, or the right to acquire beneficial
ownership or to vote securities representing 20% or more of the
then outstanding shares of Common Stock;

               c.   makes a filing with any bank or thrift
regulatory authorities or publicly announces a bona fide proposal
(a "Proposal") for (i) any merger, consolidation or acquisition of
all or a significant portion of all the assets or liabilities of 
American or any other business combination involving American, or
(ii) a transaction involving the transfer of beneficial ownership
of securities representing, or the right to acquire beneficial
ownership or to vote securities representing, 20% or more of the
outstanding shares of Common Stock, and thereafter, if such
Proposal has not been Publicly Withdrawn (as such term is
hereinafter defined) at least 15 days prior to the meeting of
stockholders of American called to vote on the Merger and American'
stockholders fail to approve the Merger by the vote required by
applicable law at the meeting of stockholders called for such
purpose;

               d.   makes a bona fide Proposal and thereafter, but
before such Proposal has been Publicly Withdrawn, American
willfully takes any action in any manner which would materially
interfere with its desire or ability to enter into a definitive
Merger Agreement or its ability to consummate the Merger or
materially reduce the value of the transaction to Valley; or

               e.   which is the holder of more than 5% of the
Common Stock solicits proxies in opposition to approval of the
Merger.

          The term "Triggering Event" also means the taking of any
direct or indirect action by American or any of its directors,
officers or agents to invite, encourage or solicit any proposal
which has as its purpose a tender offer for the shares of American'
Common Stock, a merger, consolidation,  plan of exchange, plan of
acquisition or reorganization of American, or a sale of shares of
American' Common Stock or any significant portion of its assets or
liabilities.

          The term "significant portion" means 25% of the assets or
liabilities of American.

          "Publicly Withdrawn", for purposes of clauses (c) and (d)
above, shall mean an unconditional bona fide withdrawal of the
Proposal coupled with a public announcement of no further interest
in pursuing such Proposal or in acquiring any controlling influence
over American or in soliciting or inducing any other person (other
than Valley or any affiliate) to do so.

          Notwithstanding the foregoing, the Option may not be
exercised at any time (i) in the absence of any required
governmental or regulatory approval or consent necessary for
American to issue the Option Shares or Valley to exercise the
Option or prior to the expiration or termination of any waiting
period required by law, or (ii) so long as any injunction or other
order, decree or ruling issued by any federal or state court of
competent jurisdiction is in effect which prohibits the sale or
delivery of the Option Shares.

          American shall notify Valley promptly in writing of the
occurrence of any Triggering Event known to it, it being understood
that the giving of such notice by American shall not be a condition
to the right of Valley to exercise the Option.  American will not
take any action which would have the effect of preventing or
disabling American from delivering the Option Shares to Valley upon
exercise of the Option or otherwise performing its obligations
under this Agreement.

          In the event Valley wishes to exercise the Option, Valley
shall send a written notice to American (the date of which is
hereinafter referred to as the "Notice Date") specifying the total
number of Option Shares it wishes to purchase and a place and date
for the closing of such a purchase (a "Closing"); provided,
however, that a Closing shall not occur prior to two days after the
later of receipt of any necessary regulatory approvals and the
expiration of any legally required notice or waiting period, if
any.

          3.   Payment and Delivery of Certificates.  At any
Closing hereunder (a) Valley will make payment to American of the
aggregate price for the Option Shares so purchased by wire transfer
of immediately available funds to an account designated by
American, (b) American will deliver to Valley a stock certificate
or certificates representing the number of Option Shares so
purchased, free and clear of all liens, claims, charges and
encumbrances of any kind or nature whatsoever created by or through
American, registered in the name of Valley or its designee, in such
denominations as were specified by Valley in its notice of exercise
and bearing a legend as set forth below and (c) Valley shall pay
any transfer or other taxes required by reason of the issuance of
the Option Shares so purchased.

          Unless a registration statement is filed and declared
effective under Section 4 hereof, a legend will be placed on each
stock certificate evidencing Option Shares issued pursuant to this
Agreement, which legend will read substantially as follows:

               The shares of stock evidenced by this certificate
          have not been registered for sale under the Securities
          Act of 1933 (the "1933 Act").  These shares may not be
          sold, transferred or otherwise disposed of unless a
          registration statement with respect to the sale of such
          shares has been filed under the 1933 Act and declared
          effective or, in the opinion of counsel reasonably
          acceptable to American Union Bank, said transfer would be
          exempt from registration under the provisions of the 1933
          Act and the regulations promulgated thereunder.

          4.   Registration Rights.  Upon or after the occurrence
of a Triggering Event and upon receipt of a written request from
Valley, American shall prepare and file a registration statement
with the Securities and Exchange Commission, covering the Option
and such number of Option Shares as Valley shall specify in its
request, and American shall use its best efforts to cause such
registration statement to be declared effective in order to permit
the sale or other disposition of the Option and the Option Shares,
provided that Valley shall in no event have the right to have more
than one such registration statement become effective. 

          In connection with such filing, American shall use its
best efforts to cause to be delivered to Valley such certificates,
opinions, accountant's letters and other documents as Valley shall
reasonably request and as are customarily provided in connection
with registrations of securities under the Securities Act of 1933,
as amended.  All expenses incurred by American in complying with
the provisions of this Section 4, including without limitation, all
registration and filing fees, printing expenses, fees and
disbursements of counsel for American and blue sky fees and
expenses shall be paid by American.  Underwriting discounts and
commissions to brokers and dealers relating to the Option Shares,
fees and disbursements of counsel to Valley and any other expenses
incurred by Valley in connection with such registration shall be
borne by Valley.  In connection with such filing, American shall
indemnify and hold harmless Valley against any losses, claims,
damages or liabilities, joint or several, to which Valley may
become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in any preliminary or final registration
statement or any amendment or supplement thereto, or arise out of
a material fact required to be stated therein or necessary to make
the statements therein not misleading; and American will reimburse
Valley for any legal or other expense reasonably incurred by Valley
in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that American will
not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement of omission or alleged
omission made in such preliminary or final registration statement
or such amendment or supplement thereto in reliance upon and in
conformity with written information furnished by or on behalf of
Valley specifically for use in the preparation thereof.  Valley
will indemnify and hold harmless American to the same extent as set
forth in the immediately preceding sentence but only with reference
to written information specifically furnished by or on behalf of
Valley for use in the preparation of such preliminary or final
registration statement or such amendment or supplement thereto; and
Valley will reimburse American for any legal or other expense
reasonably incurred by American in connection with investigating or
defending any such loss, claim, damage, liability or action.

          5.   Adjustment Upon Changes in Capitalization.  In the
event of any change in the Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations,
conversions, exchanges of shares or the like, then the number and
kind of Option Shares and the Option Price shall be appropriately
adjusted.

          In the event any capital reorganization or
reclassification of the Common Stock, or any consolidation, merger
or similar transaction of American with another entity, or in the
event any sale of all or substantially all of the assets of
American shall be effected in such a way that the holders of Common
Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or
sale, lawful and adequate provisions (in form reasonably
satisfactory to the holder hereof) shall be made whereby the holder
hereof shall thereafter have the right to purchase and receive upon
the basis and upon the terms and conditions specified herein and in
lieu of the Common Stock immediately theretofore purchasable and
receivable upon exercise of the rights represented by this Option,
such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore purchasable and receivable
upon exercise of the rights represented by this Option had such
reorganization, reclassification, consolidation, merger or sale not
taken place; provided, however, that if such transaction results in
the holders of Common Stock receiving only cash, the holder hereof
shall be paid the difference between the Option Price and such cash
consideration without the need to exercise the Option.

          6.   Filings and Consents.  Each of Valley and American
will use its best efforts to make all filings with, and to obtain
consents of, all third parties and governmental authorities
necessary to the consummation of the transactions contemplated by
this Agreement.

          Exercise of the Option herein provided shall be subject
to compliance with all applicable laws including, in the event
Valley is the holder hereof, approval of the Board of Governors of
the Federal Reserve System and American agrees to cooperate with
and furnish to the holder hereof such information and documents as
may be reasonably required to secure such approvals.

          7.   Representations and Warranties of American. 
American hereby represents and warrants to Valley as follows:

               a.   Due Authorization.  American has full corporate
power and authority to execute, deliver and perform this Agreement
and all corporate action necessary for execution, delivery and
performance of this Agreement has been duly taken by American.

               b.   Authorized Shares.  American has taken and, as
long as the Option is outstanding, will take all necessary
corporate action to authorize and reserve for issuance all shares
of Common Stock that may be issued pursuant to any exercise of the
Option.

               c.   No Conflicts.  Neither the execution and
delivery of this Agreement nor consummation of the transactions
contemplated hereby (assuming all appropriate regulatory approvals)
will violate or result in any violation or default of or be in
conflict with or constitute a default under any term of the
certificate of incorporation or by-laws of American or any
agreement, instrument, judgment, decree, statute, rule or order
applicable to American.

          8.   Specific Performance.  The parties hereto
acknowledge that damages would be an inadequate remedy for a breach
of this Agreement and that the obligations of the parties hereto
shall be specifically enforceable.  Notwithstanding the foregoing,
Valley shall have the right to seek money damages against American
for a breach of this Agreement.

          9.   Entire Agreement.  This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties or any of
them with respect to the subject matter hereof.

          10.  Assignment or Transfer.  Valley may not sell, assign
or otherwise transfer its rights and obligations hereunder, in
whole or in part, to any person or group of persons other than to
an affiliate of Valley, except upon or after the occurrence of a
Triggering Event.  Valley represents that it is acquiring the
Option for Valley's own account and not with a view to or for sale
in connection with any distribution of the Option or the Option
Shares.  Valley is aware that presently neither the Option nor the
Option Shares are being offered by a registration statement filed
with, and declared effective by, the Securities and Exchange
Commission, but instead are being offered in reliance upon the
exemption from the registration requirements pursuant to Section
4(2) of the Securities Act of 1933, as amended.  Valley shall have
the right to assign this Agreement to any party it selects after
the occurrence of a Triggering Event.

          11.  Amendment of Agreement.  By mutual consent of the
parties hereto, this Agreement may be amended in writing at any
time, for the purpose of facilitating performance hereunder or to
comply with any applicable regulation of any governmental authority
or any applicable order of any court or for any other purpose.

          12.  Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.

          13.  Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered
personally, by express service, cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:

          If to Valley:  

               Valley National Bancorp
               1445 Valley Road
               Wayne, New Jersey  07470
               Attn.:  Gerald H. Lipkin
                         Chairman and Chief Executive Officer

          With a copy to:

               Pitney, Hardin, Kipp & Szuch
               200 Campus Drive
               Florham Park, New Jersey  07932-0950

               P.O. Box 1945
               Morristown, New Jersey  07962-1945
               Attn.:  Ronald H. Janis, Esq.

          If to American:

               American Union Bank
               2784 Morris Avenue
               Union, New Jersey 07083
               Attn.:  Alan Turtletaub,
                        Chairman

          With a copy to:

               Sills, Cummis, Zuckerman, Radin, 
                 Tischman, Epstein & Gross, P.A.
               One Riverfront Plaza
               Newark, New Jersey  07102
               Attn.:  Steven Radin, Esq.

or to such other address as the person to whom notice is to be
given may have previously furnished to the others in writing in the
manner set forth above (provided that notice of any change of
address shall be effective only upon receipt thereof).

          14.  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New
Jersey.

          15.  Captions.  The captions in the Agreement are
inserted for convenience and reference purposes, and shall not
limit or otherwise affect any of the terms or provisions hereof.

          16.  Waivers and Extensions.  The parties hereto may, by
mutual consent, extend the time for performance of any of the
obligations or acts of either party  hereto.  Each party may waive
(i) compliance with any of the covenants of the other party
contained in this Agreement and/or (ii) the other party's
performance of any of its obligations set forth in this Agreement.

          17.  Parties in Interest.  This Agreement shall be
binding upon and inure solely to the benefit of each party hereto,
and nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement, except as provided
in Section 10 permitting Valley to assign its rights and
obligations hereunder.

          18.  Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.

          19.  Termination.  In the event no definitive Merger
Agreement is entered into, then this Agreement shall expire three
months from the date hereof unless a Triggering Event has occurred
prior to such expiration date, in which case this Agreement shall
not terminate until the later of 12 months or the consummation of
any proposed transactions which constitute the Triggering Event. 
In the event a definitive Merger Agreement is entered into by the
parties hereto, this Agreement shall terminate upon either the
termination of the Merger Agreement as provided therein or the
consummation of the transactions contemplated by the Merger
Agreement; provided, however, that if termination of the Merger
Agreement occurs after the occurrence of a Triggering Event, this
Agreement shall not terminate until the later of 12 months
following the date of the termination of the Merger Agreement or
the consummation of any proposed transactions which constitute the
Triggering Event.

          IN WITNESS WHEREOF, each of the parties hereto, pursuant
to resolutions adopted by its Board of Directors, has caused this
Agreement to be executed by its duly authorized officer, all as of
the day and year first above written.

ATTEST:                            AMERICAN UNION BANK


________________________           By:___________________________
               , Secretary              Alan Turtletaub,
                                        Chairman

ATTEST:                            VALLEY NATIONAL BANCORP


________________________           By:___________________________
               , Secretary              Gerald H. Lipkin,
                                        Chairman & Chief 
                                          Executive Officer