EXHIBIT 99.3
                                    AMENDMENT
                                        
                                       TO
                                        
                       NONSTANDARDIZED ADOPTION AGREEMENT
                                          
                                       TO
                                          
              VALLE DE ORO BANK, N. A. 401(k)/PROFIT SHARING PLAN
                                          

     This AMENDMENT TO NONSTANDARDIZED ADOPTION AGREEMENT TO VALLE DE ORO BANK,
N. A. 401(k)/PROFIT SHARING PLAN (hereinafter called the "Amendment"), dated as
of this 17th  day of March, 1999 is entered into by and between Valle de Oro
Bank, N.A. (the "Bank") and Prudential Bank and Trust Company (the "Trustee").

                                 WITNESSETH:

     WHEREAS, the Bank is in the process of organizing a one-bank holding
company; and

     WHEREAS, the one-bank holding company will be called Valley National
Corporation (the "Company") and the Bank will be a wholly-owned subsidiary of
the Company; and

     WHEREAS, the Bank and the Trustee previously entered into a 
NONSTANDARDIZED ADOPTION AGREEMENT TO VALLE DE ORO BANK, N. A. 401(k)/PROFIT 
SHARING PLAN (the "Agreement") as of January 1, 1996, and the organization of 
the one-bank holding company was not contemplated at the time the Agreement 
was entered into; and

     WHEREAS, the Bank desires to change the name of the Valle De Oro Bank, 
N. A. 401(k)/Profit Sharing Plan ("Plan") to Valley National Corporation 
401(k)/Profit Sharing Plan in light of the formation of the one-bank holding 
company by the Bank; and

     WHEREAS, Article 15, Paragraph 15.2 of the PruArray Prototype Plan and 
Trust provides, in effect, that the Bank may amend any option in the 
Agreement and may include language as permitted in the Agreement.

     NOW THEREFORE, in consideration of the mutual promises and covenants 
contained herein and other good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties agree to amend said 
Agreement as follows: 

     The name of the Plan shall be Valley National Corporation 401(k)/Profit 
Sharing Plan.

     IN WITNESS WHEREOF, the Bank and the Trustee have caused this Amendment 
to be executed in counterpart as of the date first above written.


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BANK

VALLE DE ORO BANK, N.A.                                               


By:  /s/ Paul M. Cable                                   
     ------------------------------------
     Paul M. Cable, Senior Vice President


TRUSTEE

PRUDENTIAL BANK & TRUST  
COMPANY
     


By:  /s/ James M. Peacock
     ------------------------------------





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