Exhibit (10)(k)

                        PURCHASE AND ASSUMPTION AGREEMENT

                           dated as of August 18, 1995

                                     between

                                NATWEST BANK N.A.

                                       and

                        CITY NATIONAL BANK OF NEW JERSEY








                            Relating to the branch of
                                NatWest Bank N.A.
                                   located in
                               Newark, New Jersey



<PAGE>
                                TABLE OF CONTENTS

                                    ARTICLE I
                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

         Section

         1.01     Effective Date...............................................1
         1.02     Transfer of Assets and Consideration Therefor................1
         1.03     Purchase of Account Loans and Loans; Servicing Agreement;
                  Post Closing Adjustment......................................2
         1.04     Obligations of the Seller on the Effective Date..............3
         1.05     Operating Agreements.........................................4
         1.06     Assignment and Assumption Agreement..........................5
         1.07     Certain Transitional Matters.................................5
         1.08     Indemnification..............................................5
         1.09     Prorata Adjustment of Branch Expenses........................6
         1.10     Taxes....................................................... 6
         1.11     IRAs and Keogh Plans.........................................7
         1.12     Notices Regarding Operating Agreements.......................7
         1.13     Consents to Transfer of Operating Agreements.................7
         1.14     Notice to Branch Customers...................................7
         1.15     ATM Machine..................................................7

                                   ARTICLE II
             REPRESENTATIONS. WARRANTIES AND COVENANTS OF THE SELLER

         2.01     Corporate Organization and Powers............................7
         2.02     No Violation.................................................7
         2.03     Corporate Authority; Governmental Consents...................8
         2.04     Binding Effect; Enforceability...............................8
         2.05     Governmental Notices.........................................8
         2.06     Finders or Brokers...........................................8
         2.07     Deposit Liabilities..........................................8
         3.02     No Violation.................................................8
         3.03     Corporate Authority; Governmental Consents...................9
         3.04     Binding Effect; Enforceability...............................9
         3.05     Governmental Notices.........................................9
         3.06     Finders or Brokers...........................................9

                                   ARTICLE IV
                 CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE

         4.01     Continuation of Business; Compliance with Law................9

                                    ARTICLE V
                         CLOSING OBLIGATIONS OF PARTIES
                        PRIOR TO AND AFTER EFFECTIVE DATE
                                                                               
         5.01     Time and Place of Closing....................................9
         5.02     Full Access..................................................9
         5.03     Requirements of Regulatory Authorities......................10
         5.04     Application for Approval to Effect Purchase of
                  Assets and Assumption of Liabilities and to Operate Branch..10
         5.05     No Use of Seller's Name; Change of Name at the Branch.......10
         5.06     Further Assurances; Payment of Title and Real Estate 
                    Transfer Costs............................................10
         5.07     Right to Intervene..........................................10
         5.08     Retained Assets.............................................10
         5.09     Tax Allocation..............................................10
         5.10     [Intentionally Omitted].....................................10

                                   ARTICLE VI
                      CONDITIONS TO PURCHASER'S OBLIGATIONS

         6.01     Representations and Warranties True; Obligations Performed..11
         6.02     Transfer Documents; Payment of Net Consideration............11
         6.03     Evidence of Corporate Action; Status Certificate............11
         6.04     Opinion of Seller's Counsel.................................11

                                   ARTICLE VII
                     CONDITIONS TO THE SELLER'S OBLIGATIONS

         7.01     Representations and Warranties True; Obligations Performed..11
         7.02     Assignment and Assumption Agreement; Bulk Assignment of 
                    Loans.....................................................12
         7.03     Evidence of Corporate Action: Status Certificate............12
         7.04     Opinion of Purchaser's Counsel..............................12

                                  ARTICLE VIII
               CONDITIONS TO SELLER'S AND PURCHASER'S OBLIGATIONS

         8.01     Approval of Governmental Authorities........................12
         8.02     Absence of Litigation.......................................12

<PAGE>

                                   ARTICLE IX
                                   TERMINATION

         9.01     Methods of Termination......................................12
         9.02     Automatic Termination.......................................12
         9.03     Procedure Upon Termination; Effect of Termination...........12

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

         10.01    Confidentiality.............................................13
         10.02    Hiring of Employees.........................................13
         10.03    Amendment and Modification; Entire Agreement................14
         10.04    Successors and Assigns......................................14
         10.05    Counterparts................................................14
         10.06    Headings....................................................15
         10.08    Payment of Expenses.........................................15
         10.09    Choice of Law; Jurisdiction; Consent to Arbitration.........15
         10.10    Addresses for Notice etc....................................16
         10.11    No Third Party Beneficiaries................................16
         10.12    Public Announcements........................................16

Schedules

Schedule 1        Schedule of Real Estate Encumbrances Relating to the Real 
                  Estate and Other Assets(Section 1.02(a)(i))

Schedule 2        Schedule of Furniture, Fixtures and Equipment to be sold to 
                  the Purchaser (Section 1.02(a)(ii))

Schedule 3        Schedule of Furniture, Fixtures and Equipment to be retained 
                  by Seller (Section 1.02(a)(ii))

Schedule 4        Schedule of Rights and Preferences of the Preferred Stock 
                  (Section 1.02(b))

Schedule 5        Schedule of Operating Agreements (Section 1.02(c))

Schedule 6        Schedule of Deposit Liabilities (Section 1.02(c))

Schedule 7        Schedule of Account Loans (Section 1.03(a))

Schedule 8        Schedule of Loans (Section 1.03(a))

Schedule 9        Schedule of Excluded Employees (Section 10.02(a))

Exhibits

Exhibit A         Form of Servicing Agreement (Section 1.03(a))

Exhibit B         Form of Bill of Sale (Section 1.04(b)(i))

Exhibit C         Form of Deed (Section 1.04(b)(ii))

Exhibit D-1       Form of Bulk Assignment of Loans (Section 1.04(b)(iii))

Exhibit D-2       Form of Assignment of Mortgage (Section 1.04(d))

Exhibit E         Form of Assignment and Assumption Agreement (Section 1.06)

Exhibit F-1       Form of Seller's Compliance Certificate (Section 6.01(c))

Exhibit F-2       Form of Seller's Counsel Opinion (Section 6.04)

Exhibit G-1       Form of Purchaser's Compliance Certificate (Section 7.01(c))

Exhibit G-2       Form of Purchaser's Counsel Opinion (Section 7.04)


<PAGE>
                                       1

                        PURCHASE AND ASSUMPTION AGREEMENT
                               (Southside Branch)

                  AGREEMENT  made as of the 18th day of  August,  1995,  between
NatWest Bank N.A., a national banking association having its principal office at
10 Exchange Place Centre,  Jersey City, New Jersey 07302 (the "Seller") and City
National Bank of New Jersey, a national banking association having its principal
office at 900 Broad Street, Newark, New Jersey 07102 (the "Purchaser");

                  WHEREAS,  the Seller wishes to sell  substantially  all of the
assets of the branch office operated by it at 1074-1080  Bergen Street,  Newark,
New Jersey (the "Branch") and to transfer  certain  liabilities  relating to the
operations of the Branch; and

                  WHEREAS, the Purchaser wishes to buy such assets and assume
Such liabilities;

                  NOW,  THEREFORE,  IN  CONSIDERATION  of the  premises,  of the
mutual covenants  contained herein,  and other good and valuable  consideration,
the receipt and  sufficiency of which are hereby  acknowledged,  it is agreed as
follows:

                                    ARTICLE I

                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

        1.01      Effective Date.

                  Except  as  otherwise   provided  herein,   the  closing  date
(hereinafter termed the "Effective Date") shall be the date on which the closing
(the  "Closing") of this  transaction  shall occur,  which shall be a Friday and
shall be a date mutually acceptable to the Seller and the Purchaser, within five
(5)  business  days after the date on which all of the  conditions  set forth in
this  Agreement  shall have been  satisfied or shall have been  waived,  or such
other time or date as the parties  hereto may specify by agreement  set forth in
writing,  but not less than  thirty  (30) days  after the date the Office of the
Comptroller of the Currency (the "OCC") or any other legally required regulatory
authority approves the transactions contemplated herein, or such fewer number of
days as  required  by such  regulatory  approval.  The  transfer  of assets  and
assumption of liabilities of the Branch,  as set forth in this Agreement,  shall
become  effective,  and the risk of loss in  respect  thereof  shall pass to the
Purchaser, as of the close of business of the Branch on the Effective Date.

        1.02      Transfer of Assets and Consideration Therefor.

                  (a)  Subject to the terms and  conditions  of this  Agreement,
Seller will sell, assign, transfer,  convey and deliver to the Purchaser, on the
Effective Date:

(i)    all of its right, title and interest in the real estate pertaining to the
Branch which is described on Schedule I attached  hereto and made a part of this
Agreement,   together  with  all   improvements   thereon  and  subject  to  the
encumbrances set forth and described on Schedule 1 (the "Real Estate");

(ii)  all of its right, title and interest in and to the furniture, fixtures and
equipment  located at the Branch and used in the operation of the Branch,  which
is set forth on Schedule 2 attached hereto,  other than the furniture,  fixtures
and equipment  specified in Schedule 3 attached hereto (the furniture,  fixtures
and  equipment  transferred  by the  Seller to the  Purchaser  pursuant  to this
Agreement are collectively the "Furniture and Fixtures");

(iii) all of its right,  title and interest  in, to and under the Account  Loans
and the Loans (as defined herein); and

(iv)     cash (including, cash on hand at the Branch on the Effective Date) in
an amount  sufficient  to further and fully offset the  Liabilities  (as defined
herein)  assumed  by the  Purchaser  after  giving  effect to the offset of such
Liabilities  as more  fully set forth in Section  1.04(c)  hereof.  (The  assets
referred to in clauses (ii) through (iv) above are hereinafter collectively, the
"Other Assets").
<PAGE>
                                       2

                  (b) On the Effective Date, subject to the terms and conditions
of this Agreement,  in consideration  for the aforesaid sale of the Real Estate,
there  will be issued to the  Seller or its  designee,  20 shares of  non-voting
preferred stock (the "Preferred Stock") in City National Bancshares  Corporation
(the  "Issuer")  having  the  rights  and  preferences  set forth on  Schedule 4
attached hereto and valued at $500,000 (the "Real Estate Consideration"),  which
in all respects shall be  satisfactory to the Seller.  The Purchaser  heretofore
has made an  inspection  of' and has  requested  that the  Seller  make  certain
repairs at, the Branch.  In lieu of such  repairs,  on the Effective  Date,  the
Seller shall make available to the Purchaser cash in the amount of $115,000 (the
"Repairs  Cash") to be used by the  Purchaser to make Branch  repairs  after the
Effective  Date.  The Seller  makes no  representation  or warranty of any kind,
express or implied,  regarding  the  condition of the Branch or the Real Estate.
Additionally, the Purchaser's indemnity obligations set forth in Section 1.08(b)
hereof shall include,  without limitation,  any loss incurred by the Seller as a
result of the Purchaser's  failure to make Branch repairs or maintain the Branch
in compliance with all applicable laws, rules and regulations.

                  (c) On the Effective Date, subject to the terms and conditions
of this Agreement, and in consideration for the sale of the Other Assets (i) the
Purchaser  will  assume and agree to pay,  perform  and  discharge  all  deposit
liabilities  (as defined  herein) of the Seller which are reflected on the books
and records of the Seller as deposit  liabilities of the Branch on the Effective
Date including, without limitation,  interest accrued on the deposit liabilities
as of the Effective Date together with the obligation to pay interest in respect
of the  deposit  liabilities  from and after the  Effective  Date;  and (ii) the
Purchaser will assume and thereafter  fully and timely perform and discharge all
of the  liabilities  and  obligations  of the  Seller  with  respect to the Real
Estate,  the Other  Assets,  the  Branch  and all  agreements  relating  thereto
including,  without  limitation,  agreements relating to the deposit liabilities
(as  defined  below)  and all  leases and other  agreements  (collectively,  the
"Operating  Agreements")  listed on Schedule 5 attached hereto (the  liabilities
and  obligations  described in this  subsection  (c)  together  with the Deposit
Liabilities (as defined below) are collectively, the "Liabilities").

                  As used in this  Agreement,  the  term  "Deposit  Liabilities"
shall mean (i) all demand deposits,  negotiable order of withdrawal accounts and
other  transaction  accounts  reflected  on the books and  records of the Seller
relating to the Branch, not including  certified checks,  money orders and other
official  cashier or teller  checks which are  outstanding  and unpaid as of the
Effective  Date,  (ii) all time and savings  deposits,  including  money  market
deposit accounts,  statement savings accounts, deposits maintained in connection
with IRAs and Keogh Plans  (except as excluded  pursuant to Section 1.11 hereof,
certificates of deposit, and escrow or rental security deposits reflected on the
books and records of the Seller  relating  to the  Branch,  other than escrow or
rental  security  deposits  relating to loans or other assets not assumed by the
Purchaser,  (iii) all liabilities for unpaid interest accrued in accordance with
generally  accepted  accounting  principles  on any of the  Deposit  Liabilities
listed above  together  with the  obligation  to pay interest in respect of such
Deposit  Liabilities  from after the Effective  Date,  and (iv) all  uncollected
items included in depositors'  balances and credited on the books and records of
the Seller relating to the Branch subject to final  collection;  provided,  that
the term "Deposit  Liabilities" shall not include any deposit relating to a loan
originating at the Branch which is not transferred to the Purchaser  pursuant to
this Agreement.  The Deposit Liabilities shall have an aggregate value as of the
Effective Date as set forth on Schedule 6 hereto.

                  (d) The  Purchaser  shall obtain the benefit of and shall bear
the risk of all items (as defined  herein)  relating to the Deposit  Liabilities
which are in transit as of the close of business on the Effective  Date. As used
in this Agreement,  the term "items" shall have the meaning  ascribed thereto in
Article 4 of the New Jersey Uniform Commercial Code.

         1.03     Purchase of Account Loans and Loans; Servicing Agreement;
                  Post Closing Adjustment.

                  (a) The  Purchaser  shall have the option to  purchase  on the
Effective  Date certain loans  reflected on the books and records of the Seller.
Such loans shall  consist of: (i) loans of the Seller  (whether or not reflected
on the books and records of the Seller as  originating  at the Branch) which are
secured  by  Deposit  Liabilities  maintained  at the  Branch  and set  forth on
Schedule 7 attached hereto; (ii) loans reflected on the books and records of the
Seller as  originating  at the  Branch  created  by  writing a check or  similar
instrument on a deposit  account  maintained at the Branch with respect to which
the Seller has  established  a line of credit and  creating an overdraft on such
deposit account and set forth on Schedule 7 (the loans referred to in clause (i)
and (ii) above are hereinafter  collectively,  the "Account Loans"); (iii) loans
which are more fully  described  on  Schedule 8 attached  hereto  (the  "Special
Loans");  and (iv) residential  mortgages set forth on Schedule 8 (the "Mortgage
Loans")  underwritten in accordance with FNMA/FHLMC credit guidelines which will
not, in any one case (A) have original  principal amounts in excess of $400,000,

<PAGE>
                                       3

(B) have  loan to value  ratios  in  excess of 80%  unless  covered  by  private
mortgage insurance,  (C) as to fixed rate loans, have initial terms in excess of
15 years,  or (D) be secured by real property  located  outside the State of New
Jersey (the Special Loans and the Mortgage Loans are collectively, the "Loans").
The Loans shall be  transferred  by the Seller to the  Purchaser  on a servicing
retained  basis.  The Seller or an  affiliate  of the Seller (in its capacity as
Servicer,  the  "Servicer")  shall  continue  to  service  the  Loans  after the
Effective Date pursuant to a servicing agreement (the "Servicing  Agreement") in
the form of Exhibit A attached  hereto.  If the Purchaser  does not purchase any
Account Loan of the type set forth herein then the related  Deposit  Liabilities
will not be transferred to the Purchaser pursuant to this Agreement.

                  (b) The Real  Estate  and the Other  Assets  shall be sold and
transferred by the Seller and purchased by the Purchaser "as is" and without any
representation  or warranty  whatsoever.  All  Account  Loans and Loans (and any
notes,  other  evidences  of  indebtedness  or security  instruments  associated
therewith)  transferred  to  the  Purchaser  on  the  Effective  Date  shall  be
transferred  "as  is"  and  without  recourse  and  without  any  warranties  or
representations  whatsoever  except  as  expressly  and  specifically  stated in
clauses (i), (ii) and (iii) of the third  sentence of subsection  1.03(d) below.
The Seller hereby  disclaims any  representation  and warranty in respect of the
Account  Loans and the Loans  regarding  (i) the  collectability  thereof or the
creditworthiness  of any obligor with respect  thereto,  or (ii) any  insolvency
proceeding  instituted  in respect of any such  obligor.  The  Purchaser  hereby
confirms that the Account Loans and the Loans shall be purchased  based upon the
Purchaser's  independent credit analysis in respect thereof and a review of such
agreements,  instruments and documents as the Purchaser deems necessary in order
to make its determination regarding such purchase.

                  (c) The purchase  price for each Loan shall be an amount equal
to the unpaid  principal  balance of' and accrued and unpaid  interest  on, such
Loan as of the  Effective  Date  adjusted to the market value of the Loans as of
the Effective  Date. The purchase price for each Account Loan shall be an amount
equal to the unpaid  principal  balance of' and accrued and unpaid  interest on,
such Account Loan as of the Effective Date. The aggregate purchase price for all
Account Loans and Loans as set forth in the final  Schedules 7 and 8 referred to
in subsection 1.03 (d) below shall be paid by offsetting such aggregate purchase
price in the manner set forth in Section 1.04(c) below.

                  (d) Not later than five (5) days prior to the Effective  Date,
the Seller shall deliver to the Purchaser a final Schedule 7 listing the Account
Loans,  specifying  the  name of the  depositor  and the  outstanding  principal
balance  of such  Account  Loan.  Not  later  than  five (5)  days  prior to the
Effective Date, the Seller shall deliver to Purchaser a final Schedule 8 listing
the Loans,  specifying the borrower,  the initial principal amount,  the current
interest rate, the unpaid  principal  amount,  the loan number,  and whether the
interest  rate is fixed or  adjustable.  The Seller  warrants that (i) all Loans
listed  in such  final  schedule  will be  existing  loans,  made by Seller or a
predecessor in interest of Seller, (ii) unless otherwise specified in such final
schedule, the Seller has not delivered or received any written notice of default
or  any  written   notice  that  any  borrower  is  asserting  any  defenses  or
counterclaims  with respect to such  borrower's  Loan, and (iii) the information
listed in such  schedule  will be true,  complete  and  correct,  including  any
information  necessary to make the information  included  therein not materially
misleading.  The Seller will update such  information  at all times prior to the
Effective  Date as  necessary  to keep the  schedule  from  becoming  materially
misleading  as to any Loan or as to all the Loans in the  aggregate.  The values
set forth on the final Schedules 7 and 8 relating to the Account Loans and Loans
and delivered by the Seller to the Purchaser pursuant to this subsection 1.03(d)
shall be used for purposes of the Closing on the Effective Date.  Adjustments to
such  values in respect of the period of time  between the date of the value set
forth on such final Schedules 7 or 8, as the case may be, and the Effective Date
including, without limitation, the adjustment of the Loans to market value as of
the Effective Date shall be made by the Seller and the Purchaser within ten (10)
days  following  the  Effective  Date.  The net balance due to the Seller or the
Purchaser as a result of such adjustment and the prorata adjustments pursuant to
Section 1.09 hereof shall be made to the  applicable  party by wire  transfer of
immediately  available  funds on the tenth (10th) day  following  the  Effective
Date.

         1.04     Obligations of the Seller on the Effective Date.

                  On the Effective Date, the Seller will:

                  (a)      deliver to the Purchaser at the Branch such of the
assets purchased as shall be capable of physical delivery including, without
limitation, all keys to the Branch;

                  (b)      execute and deliver to the Purchaser:

(i)   a bill of sale substantially in the form attached hereto as Exhibit B (the
"Bill of Sale");
<PAGE>
                                       4

(ii)     a bargain and sale deed without covenant substantially ii' the form
attached hereto as Exhibit C (the "Deed");

(iii)    a bulk assignment of the Loans substantially in the form attached
hereto as Exhibit  D-1 (the "Bulk  Assignment  of  Loans"),  which shall also be
executed by the  Purchaser,  thereby  evidencing its receipt of ownership of the
Loans;

                  (c)  make  available  to the  Purchaser  cash  in  immediately
available  funds equal to (x) the sum of (i) the aggregate  value of the Deposit
Liabilities  as of the Effective  Date (net of cash on hand at the Branch at the
close of  business  on the  Effective  Date) plus (ii) the  aggregate  amount of
payments  due to be paid in respect of the  Operating  Agreements  to the extent
such payments  relate to periods prior to the Effective Date less (y) the sum of
(i) the  purchase  price  for the  Account  Loans and the Loans set forth in the
final  Schedules 7 and 8 referred to in Section I .03 above,  (ii) the aggregate
amount  of  prepaid  expenses  in  respect  of the  Branch  to the  extent  such
prepayments  relate to periods  after the  Effective  Date,  (iii) the amount of
Federal  Deposit  Insurance  Corporation  ("FDIC")  insurance  premiums paid and
payable by the Seller in respect of the Deposit  Liabilities  to the extent such
premiums  relate to periods  including the Effective  Date or any period of time
thereafter,  and (iv) the amount  allocable  to the  Furniture  and Fixtures set
forth on Schedule 2;

                  (d) subject to the terms of the  Servicing  Agreement,  assign
and deliver to the  Servicer all  documents  and records held by the Seller with
respect to any Loan being acquired by the Purchaser  including,  but not limited
to (i) the original note endorsed in blank without  recourse,  (ii) the original
recorded  mortgage,  (iii) the original  assignment of mortgage (a copy of which
shall be delivered to Purchaser),  in blank,  in the form of Exhibit D-2 annexed
hereto (in each case an "Assignment of Mortgage") suitable for recording but not
recorded,  (iv)  the  original  title  insurance  policy,  and (v) the  original
mortgage insurance certificate, if applicable;

                  (e) deliver to the Purchaser (by means of leaving such records
at the  Branch)  such  of  the  following  records  pertaining  to  the  Deposit
Liabilities  to be assumed by the  Purchaser as exist and are  available (in the
form existing whether original documentation or microfilm reproduction),  except
where the Purchaser waives expressly and in writing compliance with any document
delivery contemplated hereby:

                           (i)      Signature cards, orders and contracts 
between the Seller and Branch depositors  relating to the Deposit Liabilities to
be assumed by the Purchaser pursuant hereto, and records of similar character;

                           (ii)     Deposit slips and cancelled checks or 
withdrawal orders representing charges to depositors;

                           (iii)    Records of accounts;

                           (iv)     The form of rules and regulations applicable
to the Branch and other documents of similar  character  relating to the Deposit
Liabilities  to be assumed by the  Purchaser  hereunder;  and, if the  Purchaser
acquires any Account  Loans,  all files and records  pertaining  to such Account
Loans.  The  Purchaser  shall,  and shall  require any  successors or assigns or
purchasers to whom Purchaser may sell any of the assets or liabilities purchased
and assumed pursuant  hereunder to, preserve and safely keep, for as long as may
be required by applicable law (but in no event less than the applicable  statute
of  limitations  for any claim or suit which may be  asserted  or  commenced  in
respect of the assets and liabilities  purchased and assumed hereunder),  all of
the files, books of account, and records referred to in this subsection 1.04 (e)
and the Purchaser will permit the Seller and its  representatives to inspect and
make extracts from or copies of' any such files,  books of account,  or records,
during regular  business hours upon reasonable  notice to the Purchaser,  and at
the expense of the Seller, as shall be reasonably necessary to the Seller or its
counsel for purposes of their records.

                  (f)  Notwithstanding  the  foregoing,  the Seller shall retain
after the Effective Date all books and records  relating to the Branch which, in
accordance with its normal banking practice, are not kept at the Branch together
with copies of documents delivered pursuant to subsection 1.04(e) above.

         1.05     Operating Agreements.

                  (a) On the Effective  Date, the Seller shall assign,  transfer
and  deliver  to the  Purchaser  the  Operating  Agreements,  except  where  the
Purchaser waives expressly and in writing  compliance with any document delivery
contemplated hereby.

                  (b) The  Purchaser  shall assume and  discharge,  in the usual
course of banking  business,  the  liabilities,  duties and  obligations  of the
Seller, from and after the Effective Date, with respect to each of the Operating
Agreements, subject to the provisions of such Operating Agreements.
<PAGE>
                                       5

         1.06     Assignment and Assumption Agreement.

                  To  evidence  (i) the  assignment  by the Seller of all of its
right,  title and interest in, to and under the Account  Loans and the Operating
Agreements and any other  agreements,  instruments and documents  evidencing the
Liabilities;   and  (ii)  the  assumption  by  the  Purchaser  of  the  Seller's
performance  and payment  obligations  in respect of the  Liabilities  after the
Effective  Date,  the Seller and the Purchaser  will  execute,  on the Effective
Date,  an  assignment  and  assumption  agreement  substantially  in the form of
Exhibit E attached hereto (the "Assignment and Assumption Agreement").

         1.07     Certain Transitional Matters.

                  Following the Effective Date:

                  (a)  The  Purchaser  shall  pay in  accordance  with  law  all
properly drawn and presented  checks,  drafts and withdrawal orders presented to
the Purchaser by mail,  over its counters,  through any check  clearing house or
otherwise, by depositors whose Deposit Liabilities are assumed by the Purchaser,
whether drawn on the checks,  withdrawal or draft forms  provided by the Seller,
or by the Purchaser, and in all other respects to discharge, in the usual course
of the banking  business,  the duties and obligations of the Seller with respect
to the balances due and owing to the depositors  whose Deposit  Liabilities  are
assumed by the Purchaser. The Purchaser's obligation to honor checks, withdrawal
or draft forms  provided  by the Seller and  carrying  its imprint and  properly
presented to the Purchaser  shall expire on the later of (i) the date upon which
the Purchaser may, under applicable law, refuse to pay such check, withdrawal or
draft;  or (ii) the close of business on the 210th  business day  following  the
Effective Date.

                  (b) The Seller shall cooperate with the Purchaser and take all
reasonable  steps  requested by the  Purchaser  to ensure that,  with respect to
checks or drafts drawn against customer accounts included in Deposit Liabilities
assumed by Purchaser, each such item that is coded for presentment to the Seller
or to any bank for the account of the Seller is  available  for  delivery to the
Purchaser's  messenger at such time and place as the parties  shall  agree.  The
Seller shall be under no  obligation  with respect to any such items after their
delivery.

                  (c) The Purchaser agrees, at its cost and expense,  as soon as
reasonably  possible after the Effective  Date, but in no event more than thirty
(30) days  thereafter,  to notify  depositors of the  Purchaser's  assumption of
their Deposit  Liabilities  and to furnish each depositor of an assumed  Deposit
Liability  with  checks  on the forms of the  Purchaser,  with  instructions  to
utilize the Purchaser's  checks and to destroy unused checks of the Seller as of
the Effective Date. In addition,  the Purchaser agrees to notify the FDIC of the
Purchaser's  assumption  of the  Deposit  Liabilities  in the  form  and  manner
specified in Part 307 of the FDIC's regulations (12 C.F.R. Part 307(1989)).

                  (d) The Purchaser agrees to pay to the Seller,  not later than
the start of the fifth (5th) business day after demand by the Seller,  an amount
equal to the amount of any  uncollected  item in respect of a Deposit  Liability
assumed  by  Purchaser  which  is  returned  after  the  Effective  Date  as not
collected.

                  (e) If the balance due on any Account Loan purchased  pursuant
hereto  has been  reduced  by the  Seller as a result  of a  payment  of an item
received prior to the Effective Date, which item is returned after the Effective
Date as uncollected, the asset value represented by the Account Loan transferred
shall be correspondingly  increased and an amount in cash equal to such increase
shall be paid by the Purchaser to the Seller after the  Effective  Date no later
than five (5) business days after demand therefor by the Seller.

                  (f) If the  Seller  receives  after  the  Effective  Date  any
payment in respect of  principal  or interest  on an Account  Loan that has been
purchased by the Purchaser  pursuant  hereto,  the Seller shall promptly (and in
any event  within  five (5)  business  days after  receipt  thereof)  remit such
payment to the Purchaser.

         1.08     Indemnification.

                  (a) The  Seller  shall  indemnify,  hold  harmless  and defend
Purchaser  from  and  against  all  claims,  losses,  liabilities,  demands  and
obligations,  including  reasonable legal fees and expenses,  real estate, sales
and use, social security and  unemployment  taxes and other taxes payable by the
Seller  pursuant  to Section  1.10  hereof and the tax  filings  referred  to in
Section  5.09 hereof all  accounts  payable and  operating  expenses  (including
salaries,  rents,  and utility  charges) which Purchaser may receive,  suffer or
incur as a  result  of or in  connection  with (i) any  breach  of the  Seller's
covenants under this Agreement, or of any representation or warranty made by the

<PAGE>
                                       6

Seller  or  any of its  officers  under  this  Agreement  or in any  certificate
delivered by the Seller or any of its officers to the Purchaser hereunder,  (ii)
operations and  transactions  relating to the Branch and occurring  prior to the
Effective  Date,  and (iii) any  actions,  suits or  proceedings  arising out of
operations at the Branch prior to the Effective  Date.  The Purchaser  will give
the Seller  written  notice of a threatened or pending  claim,  action,  suit or
proceeding  within  twenty  (20)  calendar  days  (except  in the case where the
Purchaser's  first  notice is its receipt of (A) an order to show cause in which
case  such  time for  giving  notice  shall be at least one (1) day prior to the
return date thereof' or (B) the summons and complaint  commencing a legal action
in which case such notice  shall be given  promptly  but in any event within ten
(10) days) of its learning about such threatened or pending claim,  action, suit
or  proceeding,  together  with a statement of facts known to it regarding  such
threatened or pending claim, action, suit or proceeding.  In connection with any
such  third  party  claim,  the  Seller  may,  at its  expense,  select  counsel
reasonably  satisfactory  to the Purchaser for the purpose of defending any such
third party claim. The Seller will be given the Purchaser's full cooperation and
assistance  in  maintaining  the defense of such claim.  The Seller shall not be
liable for any amounts in settlement of a claim,  action,  suit or proceeding as
described  above if such  settlement  is effected  without the Seller's  written
consent, which consent shall not be unreasonably withheld. It is understood that
the  obligations of the Seller under this  subsection 1.08 (a) shall survive the
Effective Date.

                  (b) The Purchaser  shall  indemnify,  hold harmless and defend
the Seller  from and  against  all  claims,  losses,  liabilities,  demands  and
obligations,  including  reasonable legal fees and expenses,  real estate, sales
and use, social security and  unemployment  taxes and other taxes payable by the
Purchaser  pursuant to Section  1.10  hereof and the tax filings  referred to in
Section 5.09  hereof' all accounts  payable and  operating  expenses  (including
salaries,  rents and utility  charges)  which the Seller may receive,  suffer or
incur as a result of or in  connection  with (i) the failure of the Purchaser to
duly discharge (in  accordance  with all applicable  leases,  agreements,  laws,
rules or  regulations)  the duties,  liabilities  and  obligations of the Seller
assumed by the  Purchaser  pursuant  to this  Agreement,  (ii) any breach of the
Purchaser's covenants under this Agreement, or of any representation or warranty
made  by the  Purchaser  or any of its  officers  in  this  Agreement  or in any
certificate  delivered  by the  Purchaser  or any of its  officers to the Seller
hereunder,  (iii)  operations  and  transactions  relating  to  the  Branch  and
occurring  on or  after  the  Effective  Date and  (iv)  any  actions,  suits or
proceedings  arising out of  operations  at the Branch on or after the Effective
Date.  The Seller will give the  Purchaser  written  notice of a  threatened  or
pending  claim,  action,  suit or  proceeding  within  twenty (20) calendar days
(except in the case where the  Seller's  first  notice is its  receipt of (A) an
order to show cause in which case such time for giving  notice  shall be a least
one (1) day prior to the return date  thereof' or (B) the summons and  complaint
commencing a legal action, in which case such notice shall be given promptly but
in any event  within ten (10) days) of its  learning  about such  threatened  or
pending claim,  action,  suit or proceeding,  together with a statement of facts
known  to it  regarding  such  threatened  or  pending  claim,  action,  suit or
proceeding. In connection with any such third party claim, the Purchaser may, at
its  expense,  select  counsel  reasonably  satisfactory  to the  Seller for the
purpose of defending any such third party claim. The Purchaser will be given the
Seller's full  cooperation  and  assistance in  maintaining  the defense of such
claim.  The  Purchaser  shall not be liable for any amounts in  settlement  of a
claim,  action,  suit or  proceeding  as described  above if such  settlement is
effected  without the Purchaser's  written  consent,  which consent shall not be
unreasonably  withheld.  It is understood  that the obligations of the Purchaser
under this subsection 1.08 (b) shall survive the Effective Date.

         1.09     Prorata Adjustment of Branch Expenses.

                  All rents,  real property taxes,  utility payments and similar
expenses  relating to the Branch  together with other  expenses  relating to the
Branch including,  without limitation,  FDIC insurance premiums at the rate paid
and payable by the Seller and all charges under Operating  Agreements,  shall be
prorated  between  the  parties as of the close of business of the Branch on the
Effective Date.

         1.10     Taxes.

                  (a) All transfer  taxes imposed as a result of the sale of the
Real Estate shall be payable by the Seller.  All  sales/use  taxes  imposed as a
result of the sale of the Other  Assets shall be payable by the  Purchaser.  Any
other  excise taxes on Real Estate and Other Assets that are payable or arise as
a result of this Agreement or the consummation of the transactions  contemplated
by this Agreement  shall be shared  equally by Purchaser and Seller,  whether or
not such taxes are imposed, under applicable law, upon Purchaser or Seller.

                  (b) The Purchaser shall prepare and timely file all bulk sales
tax returns required in connection with the transactions  contemplated hereunder
and shall pay all taxes due in connection therewith.
<PAGE>
                                       7

                  (c)  Commencing  on  the  Effective  Date  and  at  all  times
thereafter,  the  Purchaser  shall  comply with all  reporting  and  withholding
requirements under applicable law in respect of interest on Deposit  Liabilities
and the Seller shall have no further obligation or liability in respect thereof.

         1.11     IRAs and Keogh Plans.

                  Within such period prior to the Effective  Date as is required
by applicable law,  regulation or contractual  obligation,  the Seller shall, at
its cost and expense,  resign as trustee or custodian of each IRA and Keogh plan
to be acquired by the  Purchaser  for which plan the Seller serves as trustee or
custodian.  The Seller shall use its best  efforts to cause the  Purchaser to be
appointed  as successor  trustee or custodian  for each such IRA and Keogh Plan.
Any deposit under any IRA or Keogh plan for which the Purchaser is not appointed
successor trustee or custodian shall be excluded from the Deposit Liabilities.

         1.12     Notices Regarding Operating Agreements.

                  The  Seller   shall  give  all  notices  and  take  all  other
appropriate actions, including actions required by applicable law, in connection
with  the  Seller's  assignment  of  and  the  Purchaser's   assumption  of  the
Liabilities  with respect to the Operating  Agreements  and such notice shall be
prepared in consultation with the Purchaser.

         1.13     Consents to Transfer of Operating Agreements.

                  In  connection   with  the  transfer  and  assignment  of  the
Operating Agreements to the Purchaser,  the Seller shall, to the extent required
by the  applicable  Operating  Agreements,  make its best  efforts to obtain all
consents of third parties necessary to consummate the transactions  contemplated
hereunder or to prevent a breach or default under any such Operating Agreements.
If the  Seller  is  unable  to obtain a  required  consent  under any  Operating
Agreement,  the Seller  shall  cooperate  with the  Purchaser  to obtain for the
Purchaser, at the Purchaser's cost, the benefits under such Operating Agreement,
including  enforcement  of any and all  rights of the Seller  against  the other
party or parties thereto.

         1.14     Notice to Branch Customers.

                  Subject to the  imposition by the OCC or any other  regulatory
agency of a shorter period of time within which the Closing must take place,  at
least thirty (30) days prior to the Effective  Date, all customers of the Branch
shall  be  notified  of the  transactions  contemplated  hereby  to  the  extent
applicable to such customers;  aided,  that no such notice shall be given unless
both the  Purchaser  and the Seller shall consent to the text and timing of such
notice prior to its release.

         1.15     ATM Machine.

                  On or prior to the  Effective  Date,  the  Seller  shall  have
installed at the Branch an automatic  teller  machine ("ATM  Machine").  The ATM
Machine  shall  operate in a manner  sufficient  to permit  Branch  customers to
effect banking  transactions similar to those effected by other automatic teller
machines  owned and operated by the Seller,  but Seller  makes no warranty,  and
shall have no  obligation  in respect of' the  operation or condition of the ATM
Machine after the Effective Date.

                                   ARTICLE II

             REPRESENTATIONS. WARRANTIES AND COVENANTS OF THE SELLER


         The Seller hereby  represents,  warrants and covenants to the Purchaser
as follows:

         2.01     Corporate Organization and Powers.

                  The Seller was duly  organized and is validly  existing and in
good standing under the laws of the United States of America. The Seller has the
corporate  power and authority to own its  properties,  to execute,  deliver and
perform this Agreement and all other instruments and documents it is required to
execute hereunder,  to effect the transactions  contemplated hereby and carry on
its  business  as  presently  conducted.  The Seller is a member of the  Federal
Reserve System. The Seller's deposits are insured by the FDIC.

         2.02     No Violation.

                  Neither the execution and delivery of this Agreement,  nor the
consummation  of this sale,  will  violate or conflict  with,  or  constitute  a
default under (i) the Articles of Association or Bylaws of the Seller,  (ii) any
provision  of any  agreement or any other  restriction  of any kind to which the
Seller is a party or by which the  Seller  is bound or (iii) any  statute,  law,
decree,  rule,  regulation  or  order  of any  governmental  authority  once the
governmental consents referred to in this Agreement are obtained.
<PAGE>
                                       8

         2.03     Corporate Authority; Governmental Consents.

                  The  execution  and  delivery  of  this  Agreement,   and  the
consummation of the transactions  contemplated by this Agreement, have been duly
authorized by the  Executive  Committee of the Board of Directors of the Seller.
No further corporate  authorization on the part of the Seller, and no additional
corporate  consent or approval  is  necessary  to  consummate  the  transactions
contemplated hereby. No consent,  waiver, approval or other authorization of' or
registration,  declaration  or filing with,  any court,  governmental  agency or
commission  is required  for the valid  execution  and delivery by the Seller of
this Agreement,  or for the validity or enforceability of this Agreement against
the Seller or for the payment of any amounts by the Seller hereunder, other than
those that have been or will be applied for on or prior to the Effective Date.

         2.04     Binding Effect; Enforceability.

                  This  Agreement  constitutes,  and,  upon its execution by the
Seller, each of the Bill of Sale, the Assignment and Assumption  Agreement,  the
Deed,  the Bulk  Assignment  of  Loans  and the  Assignments  of  Mortgage  will
constitute,  the legal, valid and binding obligations of the Seller, enforceable
against the Seller in accordance  with their  respective  terms,  except as such
enforceability  maybe  limited by judicial  discretion,  applicable  bankruptcy,
insolvency,  reorganization,  moratorium or other similar laws, now or hereafter
in effect,  relating  to or  affecting  the  enforcement  of  creditors'  rights
generally, or by principles of equity.

         2.05     Governmental Notices.

                  The Seller has not  received  notice from any federal or state
governmental  agency  indicating  that it would oppose or not grant or issue any
consent or approval  required with respect to the  transactions  contemplated by
this Agreement.

         2.06     Finders or Brokers.

                  The  Seller  has not dealt  with any  broker,  finder or other
intermediary in connection with this Agreement or the transactions  contemplated
hereby.

         2.07     Deposit Liabilities.

                  To the best of the  Seller's  knowledge  (a) the  amounts  set
forth on Schedule 6 are the current  balances in the accounts  representing  the
Deposit  Liabilities;  and (b) the existing signature cards relating to accounts
representing Deposit Liabilities reflect the current owners of such accounts.

         2.08     Limitation of Warranties.

                  Except as may be expressly  and  specifically  represented  or
warranted in this Agreement by the Seller,  the Seller makes no  representations
or  warranties  whatsoever  implied or otherwise  with regard to any asset being
transferred  to the Purchaser,  or liability or obligation  being assumed by the
Purchaser.

                                   ARTICLE III

          REPRESENTATIONS.  WARRANTIES AND COVENANTS OF THE PURCHASER

                  The Purchaser hereby represents, warrants and covenants to the
Seller as follows:

         3.01     Corporate Organization: Preferred Stock.

                  The  Purchaser  is a  national  bank duly  organized,  validly
existing and in good standing under the laws of the United States. The Purchaser
has the corporate power and authority to own its properties, to execute, deliver
and  perform  this  Agreement  and all other  instruments  and  documents  it is
required to execute hereunder, to effect the transaction contemplated hereby and
to carry on its business as presently  conducted and as proposed to be conducted
at the Branch from and after the  Effective  Date.  The Purchaser is a member of
the Federal  Reserve System.  The Purchaser's  deposits are insured by the FDIC.
The Preferred  Stock has been validly issued,  is fully paid and  non-assessable
and has the rights and preferences set forth in Schedule 4.

         3.02     No Violation.

                  Neither the execution and delivery of this Agreement,  nor the
consummation  of this sale,  will  violate or conflict  with,  or  constitute  a
default  under  (i) the  Charter  or the  By-laws  of the  Purchaser,  (ii)  any
provision  of any  agreement or any other  restriction  of any kind to which the
Purchaser is a party or by which the  Purchaser is bound,  or (iii) any statute,
law,  decree,  rule regulation or order of any  governmental  authority once the
governmental consents referred to in this Agreement are obtained.
<PAGE>
                                       9

         3.03     Corporate Authority; Governmental Consents.

                  The  execution  and  delivery  of  this  Agreement,   and  the
consummation of the transactions  contemplated by this Agreement, have been duly
authorized  by the Board of  Directors  and,  in respect of the  issuance of the
Preferred  Stock and to the extent  necessary,  the Board of  Directors  and the
shareholders of the Issuer.  No further  corporate  authorization on the part of
the Purchaser or the Issuer, and no additional  corporate consent or approval is
necessary  to  consummate  the  transactions  contemplated  hereby.  No consent,
waiver,  approval or other  authorization  of' or  registration,  declaration or
filing with,  any court,  governmental  agency or commission is required for the
valid  execution  and delivery by the  Purchaser of this  Agreement,  or for the
validity or  enforceability  of this Agreement  against the Purchaser or for the
payment of any amounts by the  Purchaser  hereunder,  other than those that have
been or will be applied for on or prior to the Effective Date.

         3.04     Binding Effect; Enforceability.

                  This  Agreement  constitutes,  and,  upon its execution by the
Purchaser,  the Assignment and Assumption  Agreement and the Bulk  Assignment of
Loans  will  constitute,  the  legal,  valid  and  binding  obligations  of  the
Purchaser, enforceable against the Purchaser in accordance with their respective
terms,  except as such  enforceability  may be limited by  judicial  discretion,
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws,  now or hereafter in effect,  relating to or affecting the  enforcement of
creditors' rights generally, or by principles of equity.

         3.05     Governmental Notices.

                  The  Purchaser  has not  received  notice  from any federal or
state governmental  agency indicating that it would oppose or not grant or issue
any consent or approval  required with respect to the transactions  contemplated
by this Agreement.

         3.06     Finders or Brokers.

                  The Purchaser  has not dealt with any broker,  finder or other
intermediary in connection with this Agreement or the transactions  contemplated
hereby.

                                   ARTICLE IV

                 CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE

                  Pending the Effective Date, and except as otherwise  consented
to by the Purchaser:

         4.01     Continuation of Business; Compliance with Law.

                  The  Seller  will carry on the  business  of the Branch in the
ordinary  course of the business as  conducted as of the date hereof  except for
activities or transactions contemplated by this Agreement and will comply in all
respects with laws pertaining to the business and operation of the Branch.

                                    ARTICLE V

         CLOSING OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE DATE

         5.01     Time and Place of Closing.

                  The closing of the purchase  and  assumption  contemplated  by
this  Agreement  shall  take place at 10:00 A.M.  on the  Effective  Date at the
offices of the Seller at 10 Exchange  Place  Centre,  Jersey  City,  New Jersey.
Notwithstanding  the actual time of closing,  the purchase,  sale,  assignments,
assumptions  and transfers made at closing shall be effective as of the close of
business of the Branch on the Effective Date.

         5.02     Full Access.

                  Prior to the  Effective  Date,  the Seller shall afford to the
officers and authorized  representatives of the Purchaser during normal business
hours and upon  reasonable  notice,  reasonable  access to the Branch and to the
properties,  books and records  pertaining  to the Branch,  and shall permit the
Purchaser to make, at the sole cost and expense of the Purchaser,  extracts from
and copies of such  books and  records,  and the  officers  of the  Seller  will
furnish the Purchaser  with such  additional  financial  and operating  data and
other  information  as to its  business  and  properties  at the  Branch  as the
Purchaser shall from time to time reasonably  request and as shall be available,
including,  without  limitation,  information  required  for  inclusion  in  all
governmental  applications necessary to effect the transactions  contemplated by
this  Agreement.  Nothing in this  Section  5.02 shall be deemed to require  the
Seller to breach any obligation of  confidentiality.  The Purchaser  shall treat
all  information so obtained by it as  confidential  in accordance  with Section
10.01 hereof.
<PAGE>
                                       10

         5.03     Requirements of Regulatory Authorities.

                  The  Seller  shall   cooperate   with  the  Purchaser  in  all
reasonable  respects in obtaining the regulatory  approvals  necessary to effect
the  transactions  contemplated  by this  Agreement and to notify any regulatory
authorities of such transactions, to the extent the Seller is required to do so.

         5.04     Application for Approval to Effect Purchase of
                  Assets and Assumption of Liabilities and to Operate Branch.

                  The Purchaser  shall prepare and file,  with the assistance of
the Seller,  as soon as  practicable  (but not later than 30 days  following the
date of this Agreement) all applications  required by law or regulation with the
appropriate  Federal and/or State regulatory  authorities for approval to effect
the transactions  contemplated by this Agreement,  and the parties hereto shall,
if required by applicable statute or regulation,  publish  appropriate notice of
such  transaction.  The parties  agree to use their good faith efforts to obtain
such approval and the Purchaser  further  agrees to pursue the  application in a
diligent manner and on a priority basis.  The Purchaser agrees that it shall pay
the  regulatory  authority  application  fees, if any. The  Purchaser  shall (i)
furnish to the Seller a copy of the public portion of each application  proposed
to be filed by the Purchaser with any Federal or State  regulatory  authority in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated hereby, and a copy of any portion of such application which relates
to or contains  information  obtained  from the Seller,  (ii) notify the Seller,
promptly after it files each application or notice required by law or regulation
for the consummation of the  transactions  contemplated  hereby,  of the date of
such filing and (iii) furnish to the Seller,  promptly after receipt  thereof by
the Purchaser,  a copy of each regulatory  consent or approval  required for the
consummation of the transactions contemplated hereby.

         5.05     No Use of Seller's Name; Change of Name at the Branch.

                  From and after the Effective Date, the Purchaser shall not use
any name, trademark, trade name, service mark, logo or symbol of the Seller and,
to the extent  not  previously  effected  by the  Seller,  the  Purchaser  shall
promptly change all signs and other  identifying  names,  logos and marks on all
facilities  relating to the Branch to reflect its transfer to the  Purchaser and
shall  discontinue  the use of  documents  and  instruments  (including  checks)
bearing the name of the Seller.  It is understood  and agreed that the Seller is
not transferring to the Purchaser any right,  title or interest in or to, or any
right or license to use, any name, trademark,  trade name, service mark, logo or
symbol of the Seller.

         5.06     Further Assurances; Payment of Title and Real Estate Transfer
                  Costs.

                  Each  party   hereby   agrees  to  execute  and  deliver  such
instruments  and take  such  other  actions  as the other  party may  reasonably
request in order to carry out the  transactions  contemplated by this Agreement.
The  Purchaser  shall  be  responsible  for the cost of  examining  title to and
surveys of the Real Estate  transferred to the Purchaser  pursuant hereto and of
recording any real estate documents delivered by the Seller pursuant hereto, and
any other costs or expenses related to any of the foregoing.

         5.07     Right to Intervene.

                  In the event that any  litigation  is  instituted  against the
Purchaser under or in connection with this Agreement,  the Seller shall have the
right at its sole and absolute  discretion to intervene in such  litigation  and
the Purchaser does hereby consent to such intervention.

         5.08     Retained Assets.

                  The Seller shall  remove from the Branch  within ten (10) days
after the Effective  Date, all of the assets of the Seller not sold by it to the
Purchaser  pursuant hereto,  and the Purchaser shall allow the Seller reasonable
access to the Branch to allow such assets to be removed.

         5.09     Tax Allocation.

         For federal income tax purposes,  Purchaser and Seller shall report the
transactions  contemplated  by this  Agreement in a manner  consistent  with the
Internal  Revenue Code of 1986, as amended or superseded.  The Purchaser and the
Seller each shall prepare and timely file all Internal Revenue Service forms and
all  requisite  state and local forms  required to be filed by either or both of
them with respect to the purchase and assumption under this Agreement.

         5.10     [Intentionally Omitted].

                                   ARTICLE VI

                      CONDITIONS TO PURCHASER'S OBLIGATIONS
<PAGE>
                                       11

                  Each  and  every   obligation  of  the  Purchaser  under  this
Agreement to be performed  on or before the  Effective  Date shall be subject to
the  satisfaction,   not  later  than  the  Effective  Date,  of  the  following
conditions:

         6.01     Representations and Warranties True; Obligations Performed.

                  (a) The  representations  and warranties made by the Seller in
this  Agreement  shall be true at and as of the  Effective  Date as though  such
representations  and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by the Purchaser.

                  (b) The Seller  shall have  performed  and  complied  with all
obligations  and  agreements  required  by this  Agreement  to be  performed  or
complied with by it on or before the Effective Date.

                  (c)  The  Seller  shall  have  delivered  to the  Purchaser  a
certificate of a Senior Vice President,  dated the Effective Date, certifying to
the fulfillment of all of the foregoing  conditions,  which certificate shall be
substantially in the form of Exhibit F- 1 annexed hereto.

                  (d)  On  the  Effective  Date,  the  heating,   plumbing,  air
conditioning  and electrical  systems at the Branch will be in as good operating
condition as they were on the date of this  Agreement,  reasonable wear and tear
excepted.  The  Purchaser  has the right to inspect such systems  within 30 days
prior to the Effective Date to determine their condition; provided, that, Seller
shall bear no  responsibility  for any repairs deemed necessary by the Purchaser
as a result of such inspection.

                  (e) The Purchaser  shall have  received  from the  appropriate
regulatory  authorities  unconditional approval (i) of this transaction and (ii)
to  operate  the  Branch.  For  purposes  of this  subparagraph,  "unconditional
approval" shall mean an approval which does not require divestiture or cessation
of any current  operation or business of Purchaser or impose any other condition
or requirement which divestiture, condition or requirement the Purchaser, in its
reasonable judgment, considers to be materially burdensome.

         6.02     Transfer Documents; Payment of Net Consideration.

                  The Seller shall have  executed and delivered to the Purchaser
the Bill of Sale, the Assignment  and Assumption  Agreement,  the Deed, the Bulk
Assignment  of Loans  and the  Assignments  of  Mortgage  and  shall  have  made
available to the Purchaser  the Repairs Cash  together with cash in  immediately
available funds in the amount determined pursuant to Section 1.04(c) hereof.

         6.03     Evidence of Corporate Action; Status Certificate.

                  The Purchaser  shall have received  copies of all  resolutions
adopted  by  the  executive   committee  of  the  Seller's  board  of  directors
authorizing  this  Agreement  and the  transactions  contemplated  hereby,  duly
certified by the Seller's  Secretary as of the  Effective  Date  together with a
status  certificate  relating to the Seller issued by the OCC and dated within 7
days prior to the Effective Date.

         6.04     Opinion of Seller's Counsel.

                  The Seller shall have  delivered to the  Purchaser the opinion
of Seller's  counsel (which may be in-house  counsel) in the form of Exhibit F-2
annexed hereto.

                                   ARTICLE VII

                     CONDITIONS TO THE SELLER'S OBLIGATIONS

                  Each and every  obligation of the Seller under this  Agreement
to be  performed  on or  before  the  Effective  Date  shall be  subject  to the
satisfaction, not later than the Effective Date, of the following conditions:

         7.01     Representations and Warranties True; Obligations Performed.

                  (a) The  representations  and warranties made by the Purchaser
in this  Agreement  shall be true at and as of the Effective Date as though such
representations  and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by the Seller.

                  (b) The Purchaser  shall have  performed and complied with all
obligations  and  agreements  required  by this  Agreement  to be  performed  or
complied with by it on or before the Effective Date.

                  (c)  The  Purchaser  shall  have  delivered  to the  Seller  a
certificate  of its  President or a Senior Vice  President,  dated the Effective
Date, certifying to the fulfillment of both of the foregoing  conditions,  which
certificate shall be substantially in the form of Exhibit G-l annexed hereto.
<PAGE>
                                       12

         7.02     Assignment and Assumption Agreement; Bulk Assignment of Loans.

                  The Purchaser  shall have executed and delivered to the Seller
the Assignment and Assumption Agreement and the Bulk Assignment of Loans.

         7.03     Evidence of Corporate Action: Status Certificate.

                  The  Seller  shall  have  received  copies of all  resolutions
adopted by the Purchaser's  board of directors in connection with this Agreement
and the  Issuer's  board  of  directors  and,  if  applicable,  shareholders  in
connection with the issuance of the Preferred Stock,  each duly certified by the
applicable  entity's  Secretary as of the Effective  Date together with a status
certificate  relating to the  Purchaser  issued by the OCC, and a good  standing
certificate  issued by the New Jersey Secretary of State relating to the Issuer,
each dated within 7 days prior to the Effective Date.

         7.04     Opinion of Purchaser's Counsel.

                  The Purchaser  shall have  delivered to the Seller the opinion
of Purchaser's counsel in the form of Exhibit G-2 annexed hereto.

                                  ARTICLE VIII

               CONDITIONS TO SELLER'S AND PURCHASER'S OBLIGATIONS

                  Each and every  obligation of the parties under this Agreement
to be  performed  on or  before  the  Effective  Date  shall be  subject  to the
satisfaction, on or before the Effective Date, of the following conditions:

         8.01     Approval of Governmental Authorities.

                  All required licenses, approvals, orders, notices and consents
of any relevant state or federal regulatory authorities shall have been obtained
and all necessary  conditions,  including the consent of the State of New Jersey
Division of Taxation  in respect of the  Purchaser's  bulk sales tax filing made
pursuant  to Section  1.l0  hereof  and all other  legally  required  waiting or
protest periods,  relating to such licenses,  approvals,  orders,  notices,  and
consents shall have been fully satisfied.

         8.02     Absence of Litigation.

                  On the Effective Date, no action,  suit or proceeding shall be
pending  or  threatened  (i)  against  the  Seller or the  Purchaser  which,  if
adversely determined,  would materially and adversely affect the business of the
Branch or (ii)  against  either  party which,  if  adversely  determined,  would
materially and adversely affect this transaction.

                                   ARTICLE IX

                                   TERMINATION

         9.01     Methods of Termination.  This Agreement may be terminated:

                  (a)      At any time prior to the Effective Date by the mutual
agreement of the Purchaser and the Seller; or

                  (b) On or prior to the Effective  Date (i) by the Purchaser if
any of the  conditions  provided for in Article VI of this  Agreement  shall not
have been  satisfied or waived in writing by the Purchaser or (ii) by the Seller
if any of the conditions provided for in Article VII of this Agreement shall not
have been  satisfied or waived in writing by the Seller or (iii) by either party
if any of the  conditions  provided  for in  Article  VIII  shall  not have been
satisfied or waived in writing by both parties.

                  In the event of  termination  of the Agreement by either party
pursuant to this Section 9.01,  written notice thereof shall  forthwith be given
to the other party, and this Agreement shall terminate  immediately upon receipt
of such  notice,  unless an  extension  is  consented to by the party or parties
having the right to terminate.

         9.02     Automatic Termination.

                  Unless  otherwise  agreed by the Purchaser and the Seller,  if
the purchase,  sale and assumption  contemplated hereby is not consummated on or
prior to March 29, 1996, this Agreement shall terminate, and the purchase, sale,
and assumption contemplated hereby shall be abandoned, automatically and without
action on the part of either party, on such date.

         9.03     Procedure Upon Termination; Effect of Termination.
<PAGE>
                                       13

                  (a) If this  Agreement  is  terminated  as provided in Section
9.01 or 9.02 hereof' each party will  redeliver all  documents,  work papers and
other  materials  of the  other  party  relating  to this  transaction,  whether
obtained before or after the execution  hereof' to the party which furnished the
same.

                  (b) No  termination  of this  Agreement  under this Article IX
shall  release  either  party hereto from any  liability  to, or  obligation  to
indemnify,  the other  party  hereto  arising  out of' in  connection  with,  or
otherwise relating to, directly or indirectly, such party's breach or default of
such party's covenants, agreements, duties or obligations hereunder.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         10.01    Confidentiality.

                  Until  the  Effective  Date,  and if for any  reason  the sale
contemplated hereby is not effected,  then at all times thereafter,  each of the
parties will, and will cause its respective agents and  representatives to, keep
confidential,  and will not use for any purpose except  presentment to its Board
of Directors,  any and all  information  ("Information")  furnished to it by the
other party  heretofore  or in the course of  negotiations.  In the event that a
closing under this Agreement does not take place, each of the parties will, upon
the  written  request of the other party  return to such  requesting  party,  or
destroy (and, if requested, certify destruction of), all information in whatever
form, including computer memory, and any documents, instruments, work papers and
other materials (and all copies  thereof)  containing  Information  submitted by
such requesting party or any of its agents or representatives to the other party
or any of its agents or representatives,  except Information which has been made
part of the minutes of its Board of Directors or committees thereof.

                  However,  nothing  herein  shall  preclude  either  party from
disclosing any Information: (i) that is in the public domain at the time of such
party's  receipt  thereof  other than as a result of such party's  dissemination
thereof in violation of the terms hereof and which is free of any obligations of
confidentiality; (ii) that such party has acquired otherwise than from the other
party,  its  agents  or  representatives  and  which  is  received  free  of any
obligations  of  confidentiality;  (iii) in  connection  with  seeking  required
regulatory approvals; or (iv) if required by law; provided, however, that in the
event that either party or their  respective  agents or  representatives  become
legally  compelled  (by any  regulatory  authority,  deposition,  interrogatory,
request for documents,  subpoena, civil investigation demand, or similar process
or legal  requirement)  to  disclose  any of the  Information,  such  party will
provide the other party with prior written  notice of such  requirement  so that
the other party may seek a protection order or other  appropriate  remedy and/or
waive compliance with the provisions  hereof.  In the event that such protective
order or other remedy is not obtained, or that the other party waives compliance
with the  provisions  hereof'  such party will  furnish only that portion of the
Information  that such party is advised by counsel is legally  required and such
party  will  exercise  its best  efforts  to obtain a  reliable  assurance  that
confidential treatment will be afforded such Information.

         10.02    Hiring of Employees.

                  (a) The Purchaser  shall offer  employment to all employees of
the Seller in good  standing  at the  Branch  other  than  those  identified  as
excluded employees in Schedule 9 attached hereto (the "Excluded Employees"),  if
any, on substantially the same terms and conditions of their current  employment
including eligibility and coverage under employee benefit plans. The Seller will
not change the position and/or compensation of any Branch employee who is not an
Excluded  Employee prior to the Effective  Date,  other than ordinary  scheduled
salary  increases.  Employment by the  Purchaser of the  employees  hired by the
Purchaser (in each case, an "Acquired Employee") will commence upon the close of
business at the Branch on the Effective  Date.  Termination by the Seller of the
Acquired  Employees  will be effective at the close of business at the Branch on
the  Effective  Date.  The  Purchaser  will not  discharge  any of the  Acquired
Employees for three (3) months after the Effective Date, except for cause.

                  (b) All  accruals  under  the  Seller's  retirement  plan  and
contributions  under the Seller's savings plan in respect of Acquired  Employees
shall cease as of the close of business on the  Effective  Date for  obligations
which had accrued prior to the Effective Date. On the Effective Date, the Seller
shall  discontinue  participation  of the Acquired  Employees in such plans. The
Purchaser shall cause its tax-qualified  employee benefit plans to be amended to
provide  that, in the case of an Acquired  Employee,  service for all periods of
employment  with the Seller (or any affiliate  thereof or with other entities as
provided  under  such  plan)  shall be  credited  for  purposes  of  determining
eligibility  to  participate  and vesting and benefit  entitlement  (but not for
purposes of benefit  accruals)  for purposes of such plans.  The  Purchaser  and
Seller agree to cause the transfer of assets and liabilities attributable to the
Acquired  Employees under the Seller's  savings plan to the Purchaser's  savings
plan, as soon as practicable following the Effective Date.
<PAGE>
                                       14

                  (c) The Acquired  Employees  shall cease to be participants in
all of the  Seller's  other  benefit  plans as of the  Effective  Date except as
otherwise  provided in this Section  10.2(c).  On the Effective Date, the Seller
shall  discontinue such  participation.  Except as may be required by applicable
law,  from  and  after  the  Effective  Date,  the  Seller  (a)  shall  have  no
responsibility  to, and shall not,  provide any benefits or coverage to Acquired
Employees,  or their  dependents,  under any Seller's benefit plan and (b) shall
have no  responsibility  for, and shall not process,  any claims filed under the
Seller's  benefit  plan by the Acquired  Employees,  or their  dependents,  with
respect to matters or events  occurring  after the  Effective  Date.  The Seller
shall be  responsible  for all, and the  Purchaser  shall have no  obligation or
liability for any, claims filed by Acquired Employees under the Seller's benefit
plans with respect to events occurring prior to the Effective Date. The Acquired
Employees  shall become  participants  in the  Purchaser's  benefit plans on the
Effective Date and the Purchaser shall make all amendments  necessary to provide
for  such  participants.  Except  as may be  required  by  applicable  law,  the
Purchaser  shall  (a)  waive  any  eligibility  requirements  based on length of
service for  coverage  under the  Purchaser's  benefit  plans,  and (b) waive or
eliminate  any  pre-existing  condition  provision or  limitation  in any of the
Purchaser's medical or major medical plan covering the Acquired Employees.

                  (d) If an Acquired Employee's employment with the Purchaser is
involuntarily  terminated  after the  Effective  Date other than for cause,  the
Purchaser  shall  pay such  individual  an  amount  of  severance  pay  equal to
severance pay such Acquired Employee would have received under the severance pay
policies,  plans  or  arrangements  maintained  by  the  Seller  for  all of its
employees  as  if  the  Acquired  Employee  had  been  involuntarily  terminated
immediately prior to the Effective Date.

                  (e) The Purchaser shall credit each Acquired Employee with the
period of  employment  with the Seller for  purposes of  determining  the annual
vacation leave of such Acquired Employee after the Effective Date. The Purchaser
shall give each Acquired Employee credit for the employee's  accrued vacation as
of the  Effective  Date and  shall  permit  the  Acquired  Employee  to take any
vacation as scheduled with the Seller,  except that the Purchaser may reschedule
any such vacation if necessary for the convenience of the Purchaser's business.

                  (f) Notwithstanding anything in this Agreement to the contrary
(a) the Seller and the Purchaser  shall retain the right to amend in any respect
or to terminate  in whole or in part any of their  benefit  plans in  accordance
with the provisions of such plans and applicable law;  provided,  however,  that
such  amendments  shall not  deprive  the  Acquired  Employees  of the  benefits
afforded  under the provisions of Sections 10.02 (b) and (c) hereof' (b) nothing
contained in this Agreement shall obligate or commit the Seller or the Purchaser
to  continue  any benefit  plan with  respect to  services  performed  after the
Effective  Date or to maintain in effect any such plan,  or any similar  plan or
any  level  or  type  of  benefits,  (c)  the  representations,  warranties  and
undertakings  contained in this Agreement shall be binding solely on the parties
to this Agreement,  and no other persons shall have any third party  beneficiary
or other right hereunder,  (d) in the event that the Closing does not take place
or this  Agreement is terminated  or  rescinded,  the rights and benefits of the
Acquired  Employees  under all benefit plans of the Seller shall not be affected
in any degree by this Agreement, and the nonforfeitable interest of the Acquired
Employees  in  benefits  under the  Seller's  retirement  plan and the  Seller's
savings plan shall be governed by such plans.

                  (g) For a period of  twenty-four  (24)  months  following  the
Effective Date, the Purchaser shall not, and shall use its best efforts to cause
its affiliates not to, directly solicit or seek to employ any Excluded Employee;
aided,  however,  that nothing herein  contained shall prohibit the Purchaser or
any of its affiliates from advertising generally any employment opportunities or
from hiring any persons who respond to such general advertising or who otherwise
seek employment without inducement from the Purchaser or its affiliates.

         10.03    Amendment and Modification; Entire Agreement.

                  This  Agreement  may be amended or modified  only by a written
instrument  signed by all the parties  hereto.  This Agreement  constitutes  the
entire  agreement  between the parties  hereto  pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements,  understandings,
negotiations and discussions of the parties in connection therewith not referred
to herein including, without limitation, the letter of intent dated December 10,
1993 between the Purchaser and the Seller.

         10.04    Successors and Assigns.

                  This  Agreement  and all of the  provisions  hereof  shall  be
binding  upon,  and  inure to the  benefit  of' the  parties  hereto  and  their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other party hereto.

         10.05    Counterparts.
<PAGE>
                                       15

                  This Agreement may be executed  simultaneously  in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         10.06    Headings.

                  The headings of the  Sections  and Articles of this  Agreement
arc inserted for convenience only and shall not constitute a part hereof.

         10.07    Waiver.

Any  condition to a party's  obligations  hereunder may be waived by such party,
but  such  waiver  shall  be  effective  only if in  writing  and  signed  by an
authorized  officer of such party.  No waiver of any provision of this Agreement
shall be deemed to  constitute  a waiver  of any other  provision  hereof or any
subsequent  breach or default (whether or not similar) nor shall any such waiver
constitute a continuing waiver.

         10.08    Payment of Expenses.

                  Each  party  hereto  shall pay its own  expenses  and costs in
connection  with the  preparation,  negotiation,  execution and delivery of this
Agreement and the consummation of the transactions  contemplated hereby,  except
as stated otherwise herein.  Notwithstanding the foregoing,  any expenses, fees,
and costs  necessary for any approvals of the  appropriate  Federal and/or State
regulatory authorities or for any notice to depositors or other customers of the
Branch of the assumption by the Purchaser of the Deposit  Liabilities  and other
duties, liabilities and obligations of the Seller provided for in this Agreement
(other than  approvals or notices  required by applicable  laws,  regulations or
regulatory  authorities  to be obtained or given by the Seller) shall be paid by
the Purchaser.

         10.09    CHOICE OF LAW; JURISDICTION; CONSENT TO ARBITRATION.

                  (a)      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
ACCORDING TO THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO
AGREEMENTS ENTERED INTO THEREIN WITHOUT REGARD TO THE CONFLICTS OF
LAW PROVISIONS THEREOF.

                  (b) (i) SUBJECT TO THE  PROVISIONS OF SUBSECTION  10.09(b)(ii)
BELOW,  EITHER  PARTY  HERETO MAY SEEK TO ENFORCE  ANY RIGHT  HEREUNDER  OR SEEK
DAMAGES AGAINST THE OTHER PARTY BY REASON OF ANY BREACH OF THIS AGREEMENT OR ANY
MATTER OR THING  RELATING  THERETO  BY  COMMENCING  A CIVIL  ACTION AT LAW OR IN
EQUITY.  IN THE EVENT OF SUCH  LITIGATION  OR SUCH  ACTION  THE  PARTIES  HERETO
EXPRESSLY AND IRREVOCABLY  CONSENT TO PERSONAL  JURISDICTION OF ANY COURT OF THE
STATE OF NEW JERSEY.

                  (ii)  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN  SUBSECTION
10.09(b)(i) ABOVE, THE PARTIES MAY, SOLELY UPON JOINT WRITTEN CONSENT,  AGREE TO
SUBMIT ANY CLAIM HEREUNDER TO, AND THEREBY COMMENCE,  BINDING ARBITRATION BEFORE
A THREE  ARBITRATOR  PANEL  PURSUANT  TO THE RULES OF THE  AMERICAN  ARBITRATION
ASSOCIATION  (THE "AAA").  EACH PARTY HERETO  SHALL SELECT ONE  ARBITRATOR.  THE
THIRD  ARBITRATOR  SHALL BE  SELECTED  BY THE  JOINT  AGREEMENT  OF  SELLER  AND
PURCHASER.  IF THE SELLER AND PURCHASER HAVE NOT SELECTED A THIRD ARBITRATOR WHO
IS MUTUALLY ACCEPTABLE WITHIN TEN (10) DAYS AFTER THE DATE OF SUCH JOINT WRITTEN
CONSENT,  THE THIRD ARBITRATOR  SHALL BE SELECTED BY THE AAA. UPON  CONFIRMATION
AND ENTRY OF JUDGMENT, ANY AWARD RENDERED BY THE ARBITRATORS SHALL BE CONCLUSIVE
AND BINDING  UPON THE PARTIES  HERETO;  PROVIDED,  HOWEVER,  THAT ANY SUCH AWARD
SHALL BE ACCOMPANIED BY A WRITTEN OPINION OF THE ARBITRATORS GIVING THE SPECIFIC
FACTUAL AND LEGAL REASONS FOR THE AWARD. THIS PROVISION FOR ARBITRATION SHALL BE
SPECIFICALLY  ENFORCEABLE BY THE PARTIES AND THE DECISION OF THE  ARBITRATORS IN
ACCORDANCE  HEREWITH  SHALL BE FINAL AND  BINDING AND THERE SHALL BE NO RIGHT OF
APPEAL  THEREFROM.  EACH PARTY SHALL PAY ITS OWN EXPENSES OF ARBITRATION AND THE
EXPENSES OF THE ARBITRATORS SHALL BE EQUALLY SHARED; PROVIDED,  HOWEVER, THAT IF
IN THE OPINION OF THE ARBITRATORS ANY CLAIM FOR  INDEMNIFICATION  OR ANY DEFENSE
OR OBJECTION  THERETO WAS  UNREASONABLE,  THE ARBITRATORS MAY ASSESS, AS PART OF
THEIR  AWARD,  ALL OR ANY PART OF THE  ARBITRATION  EXPENSES  OF THE OTHER PARTY
(INCLUDING  REASONABLE  ATTORNEYS' FEES) AND OF THE ARBITRATOR AGAINST THE PARTY
RAISING SUCH UNREASONABLE CLAIM,  DEFENSE OR OBJECTION.  SHOULD THE PARTIES FAIL
TO CONSENT TO ARBITRATION, THE PROVISIONS OF 10.09(b)(i) ABOVE SHALL GOVERN.

         10.10    Addresses for Notice etc.

                  All  notices,   requests,  demands  and  other  communications
provided  for  hereunder  and under the  related  documents  shall be in writing
(including telecopies and telegraphic  communications) and mailed (by registered
or certified mail, return receipt requested),  telecommunicated,  telegraphed or
delivered to the applicable party at its address indicated below:

                  If to the Seller:
<PAGE>
                                       16

                  Mr.  Lawrence Nicholls
                  Senior Vice President
                  NatWest Bank N.A.
                  10 Exchange Place
                  Jersey City, New Jersey 07302

                  With a copy to:
                  Kenneth L.  Spangler, Esq.
                  Senior Vice President - Law
                  National Westminster Bancorp Inc.
                  10 Exchange Place
                  Jersey City, New Jersey 07302

                  if to the Purchaser:
                  Louis E.  Prezeau
                  President and Chief Executive Officer
                  City National Bank of New Jersey
                  900 Broad Street
                  Newark, New Jersey 07102

                  with a copy to:

                  Lee Albanese, Esq.
                  Robinson, St.  John & Wayne
                  2 Penn Plaza East
                  Newark, New Jersey 07108

         or, as to each party,  at such other  address as shall be designated by
         such  party in a  written  notice to the other  party  complying  as to
         delivery with the terms of this Section. Any notice, request, demand or
         other  communication given pursuant to the provisions of this Agreement
         shall be  deemed  to have a  delivered  by hand,  on the date  actually
         delivered,  if sent by mail,  three days after being  deposited  in the
         mail, postage prepaid,  and, if telecommunicated  or telegraphed,  when
         sent.

         10.11    No Third Party Beneficiaries.

                  Each  party  hereto  intends  that  this  Agreement  shall not
benefit  or create  any right or action in or on behalf of any  person or entity
other than the parties hereto.

         10.12    Public Announcements.

                  All  releases  and   statements  to  the  press  and/or  media
concerning this Agreement ant  transaction and the financial terms  contemplated
hereby,  shall be subject  to the prior  written  the Seller and the  Purchaser,
except as may be required by applicable law, rule or regulation.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed by their duly  authorized  officers as of the date
first written above.

                                                     NATWEST BANK N.A.



                                            By:________________________________
                                               Name:
                                               Title:


                                               CITY NATIONAL BANK OF NEW JERSEY


                                            By:________________________________
                                               Title: