BROAD NATIONAL BANCORPORATION, DEF 14A, 1998-03-26

BROAD NATIONAL BANCORPORATION
DEF 14A, 1998-03-26
NATIONAL COMMERCIAL BANKS

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Broad National Bancorporation
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:
_________________________________________________________________

2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________

4) Proposed maximum aggregate value of transaction:
_________________________________________________________________

5) Total fee paid:
_________________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

1) Amount Previously Paid:
____________________________________________________________

2) Form, Schedule or Registration Statement No.:
____________________________________________________________

3) Filing Party:
____________________________________________________________

4) Date Filed:
____________________________________________________________

<PAGE>

BROAD NATIONAL BANCORPORATION

March 25, 1998

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of
Shareholders of Broad National Bancorporation, to be held at the
principal executive offices of the Company, located at 905 Broad
Street, Newark, New Jersey, on Thursday, April 16, 1998,
commencing at 9:00 a.m., local time. The business to be
conducted at the meeting is described in the attached Notice of
Annual Meeting and Proxy Statement. In addition, there will be
an opportunity to meet with members of senior management and
review the business and operations of the Company and its
subsidiary, Broad National Bank.

Your Board of Directors joins with me in urging you to
attend the meeting. Whether or not you plan to attend the
meeting, however, please sign, date and return the enclosed proxy
card promptly. A prepaid return envelope is provided for this
purpose. You may revoke your proxy at any time before it is
exercised; and if you file written notice of revocation with the
Secretary of the Company before the proxy is exercised, it will
not be used if you attend the meeting and prefer to vote in
person.

Sincerely yours,

/s/ Donald M. Karp
Donald M. Karp
Chairman of the Board and
Chief Executive Officer

<PAGE>

BROAD NATIONAL BANCORPORATION
905 BROAD STREET
NEWARK, NEW JERSEY 07102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1998

NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Broad National Bancorporation, a New Jersey
corporation ("Bancorporation" or the "Company"), will be held at
the principal executive offices of Bancorporation located at 905
Broad Street, Newark, New Jersey, on Thursday, April 16, 1998,
commencing at 9:00 a.m., local time, and thereafter as it may
from time to time be adjourned, for the following purposes:

1. To elect twelve directors to hold office for a term
expiring at the 1999 Annual Meeting of Shareholders of
Bancorporation and until their respective successors
are duly elected and qualified or until their
respective earlier resignation or removal;

2. To consider and act upon ratification and approval of
the selection of the accounting firm of KPMG Peat
Marwick LLP as the Company's independent auditors for
the year ending December 31, 1998; and

3. To transact such other business as properly may come
before the meeting and any adjournment or adjournments
thereof.

The Board of Directors has fixed the close of business on
March 6, 1998 as the record date for determination of the
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournment or adjournments thereof.

All shareholders are cordially invited to attend the
meeting. Whether or not you intend to be present at the meeting,
the Board of Directors solicits you to sign, date, and return the
enclosed proxy card promptly. A prepaid return envelope is
provided for this purpose. You may revoke your proxy at any time
before it is exercised; and if you file written notice of
revocation with the Secretary of the Company before the proxy is
exercised, it will not be used if you attend the meeting and
prefer to vote in person. Your vote is important and all
shareholders are urged to be present in person or by proxy.

By Order of the Board of Directors

/s/ Donald M. Karp
Donald M. Karp
Chairman of the Board and
Chief Executive Officer
March 25, 1998
Newark, New Jersey

<PAGE>

BROAD NATIONAL BANCORPORATION
905 BROAD STREET
NEWARK, NEW JERSEY 07102

__________________

PROXY STATEMENT
__________________

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1998

__________________

INTRODUCTION

This Proxy Statement is being furnished to the shareholders
of Broad National Bancorporation, a New Jersey corporation
("Bancorporation" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of
Bancorporation for use at the Annual Meeting of Shareholders to
be held on Thursday, April 16, 1998, and at any adjournment or
adjournments thereof (the "Annual Meeting"). The Annual Meeting
will commence at 9:00 a.m., local time, and will be held at the
principal executive offices of the Company, located at 905 Broad
Street, Newark, New Jersey 07102. Bancorporation's business
activities are limited to ownership of the outstanding capital
stock of BNB Capital Trust, a statutory business trust created
under the laws of the State of Delaware, and Broad National Bank,
a national banking association (the "Bank") and to performing
certain services for the Bank.

This Proxy Statement and the enclosed form of proxy are
being first mailed to the Company's shareholders on or about
March 25, 1998.

PROXIES

You are requested to complete, date and sign the enclosed
form of proxy and return it promptly to the Company in the
enclosed postage prepaid envelope. Shares represented by
properly executed proxies will, unless such proxies previously
have been revoked, be voted in accordance with the shareholders'
instructions indicated in the proxies. If no instructions are
indicated, such shares will be voted in favor of the election of
the nominees for director named in this Proxy Statement, in favor
of ratifying the selection of the accounting firm of KPMG Peat
Marwick LLP as Bancorporation's independent auditors for the
current year, and, as to any other matter that properly may be
brought before the Annual Meeting, in accordance with the
discretion and judgment of the appointed proxies. Unless
otherwise indicated by the shareholder on the proxy, the
appointed proxies may cumulate proxy votes as to nominees for
director named in this Proxy Statement with respect to all shares
of Common Stock that they are authorized to vote, and, in
accordance with their discretionary authority, allocate such
votes in the manner that they determine will result in the
election of the greatest number of such nominees as directors of
the Company. A shareholder who has given a proxy may revoke it
at any time before it is exercised at the Annual Meeting by
filing written notice of revocation with the Secretary of the
Company, or by executing and delivering to the Secretary of the
Company a proxy bearing a later date. A shareholder who has
given a proxy may appear at the Annual Meeting and vote in person
if the shareholder has filed written notice of revocation with
the Secretary of the Company at any time before the proxy is
exercised or the shareholder votes by written ballot.

VOTING AT THE MEETING

For purposes of voting on the proposals described herein,
the presence in person or by proxy of shareholders holding a
majority of the total outstanding shares of the Company's Common
Stock, $1.00 par value, shall constitute a quorum at the Annual
Meeting. Only holders of record of shares of the Company's
Common Stock as of the close of business on March 6, 1998 (the
"Record Date"), are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or adjournments thereof. As of
the Record Date, 4,708,476 shares of the Company's Common Stock
were <PAGE> outstanding and entitled to be voted at the Annual Meeting.
Each share of Common Stock is entitled to one vote on each matter
properly to come before the Annual Meeting, except that
cumulative voting rights may be exercised with respect to the
election of directors. Each shareholder voting in the election
of directors shall have the right to cumulate such shareholder's
votes and cast as many votes in the aggregate as shall equal the
number of shares of Common Stock held by such shareholder
multiplied by the number of directors to be elected. Each such
shareholder may cast the whole number of votes for one candidate
or may divide the votes in any manner the shareholder may
determine among as many candidates as the shareholder may select.
There are no conditions precedent to the exercise of such
cumulative voting rights. Discretionary authority to cumulate
the votes represented by the proxies in the election of directors
is solicited.

Directors are elected by a plurality (a number greater than
those cast for any other candidates) of the votes cast, in person
or by proxy, by the shareholders entitled to vote at the Annual
Meeting for that purpose. The affirmative vote of the holders of
a majority of the shares of the Company's Common Stock,
represented in person or by proxy and entitled to vote at the
Annual Meeting, is required for (i) the ratification and approval
of the selection of KPMG Peat Marwick LLP as the Company's
independent auditors, and (ii) the approval of such other matters
as properly may come before the Annual Meeting or any adjournment
thereof.

A shareholder entitled to vote in the election of directors
can withhold authority to vote for all nominees for directors or
can withhold authority to vote for certain nominees for
directors. Abstentions from the proposal to approve the
ratification of the selection of the Company's independent
auditors are treated as votes against the proposal. Broker non-
votes on the election of directors or the Company's independent
auditors are treated as shares of Bancorporation capital stock as
to which voting power has been withheld by the respective
beneficial holders and, therefore, as shares not entitled to vote
on the proposal as to which there is the broker non-vote.

SOLICITATION OF PROXIES

This solicitation of proxies for the Annual Meeting is being
made by the Company's Board of Directors. The Company will bear
all costs of such solicitation, including the cost of preparing
and mailing this Proxy Statement and the enclosed form of proxy.
After the initial mailing of this Proxy Statement, proxies may be
solicited by mail, telephone, telegram, facsimile transmission or
personally by directors, officers, employees or agents of the
Company. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting materials to
beneficial owners of shares held of record by them; and their
reasonable out-of-pocket expenses, together with those of
Bancorporation's transfer agent, will be paid by Bancorporation.

In accordance with the Company's bylaws, a list of
shareholders entitled to vote at the Annual Meeting will be
available for examination at least ten days prior to the date of
the Annual Meeting during normal business hours at the principal
executive offices of Bancorporation located at 905 Broad Street,
Newark, New Jersey. The list also will be available at the
Annual Meeting.

ITEM 1

ELECTION OF DIRECTORS

The Company's Board of Directors currently consists of
twelve directors. One of the purposes of this Annual Meeting is
to elect twelve directors to serve for a one-year term expiring
at the Annual Meeting of Shareholders in 1999 and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal. The Board of
Directors has designated Licinio Cruz, John A. Dorman, Arthur
Fischman, John J. Iannuzzi, Donald M. Karp, James J. Lazarus,
Edward J. Lenihan, Stanley J. Lesnik, Catherine McFarland, Louis
J. Owen, A. Harold Schwartz and Hubert Williams as the twelve
nominees proposed for election at the Annual Meeting. Unless
authority to vote for the nominees or a particular nominee is
withheld, it is intended that the shares of Common Stock
represented by properly executed proxies in the form enclosed
will be voted for the election as directors of all twelve
nominees. In the event that one or more of the nominees should
become unavailable for election, it is intended that the shares
represented by the proxies will be voted for the election of such
substitute nominee or nominees as may be designated <PAGE> by the Board
of Directors, unless the authority to vote for all nominees or
for the particular nominee or nominees who have ceased to be
candidates has been withheld. Each of the nominees has indicated
his or her willingness to serve as a director if elected, and the
Board of Directors has no reason to believe that any nominee will
be unavailable for election. The Board of Directors does not
know if, and has no reason to believe that, anyone will nominate
another candidate for director at this Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF LICINIO CRUZ, JOHN A. DORMAN, ARTHUR FISCHMAN, JOHN
J. IANNUZZI, DONALD M. KARP, JAMES J. LAZARUS, EDWARD J. LENIHAN,
STANLEY J. LESNIK, CATHERINE MCFARLAND, LOUIS J. OWEN, A. HAROLD
SCHWARTZ AND HUBERT WILLIAMS AS DIRECTORS OF THE COMPANY.

NOMINEES

The following table sets forth certain information with
respect to each person nominated by the Board of Directors for
election as directors of the Company at the Annual Meeting.

Position with
Bancorporation
and the Bank
(Year First Principal
Name Age Elected) Occupation/1/

Licinio Cruz 55 Director (1977) Vice President and
Treasurer, Cruz
Construction Corp.
(general
construction)

John A. Dorman 59 President of Position with
Bancorporation Bancorporation
(1992) and the and the Bank /2/
Bank (1992)
Director (1992)

Arthur Fischman 72 Director (1978) Consultant

John J. Iannuzzi 60 Director (1988) President, 187
Corporation T/A
Gateway East (real
estate management)

Donald M. Karp 61 Chairman of the Position with
Board of Bancorporation and
Bancorporation the Bank /3/
(1985) and the
Bank (1985); Chief
Executive Officer of
Bancorporation (1991)
and the Bank (1991);
Vice Chairman of the
Board of Bancorporation
(1981-1985) and the
Bank (1978-1985);
Director (1972)

James J. Lazarus 60 Director (1980) President, L&R
Manufacturing
Company
(manufacturer of
ultrasonic cleaning
equipment and
chemicals)

Edward J.
Lenihan 81 Director (1977) Consultant /4/

<PAGE>

Stanley J.
Lesnik 79 Director (1970); Consultant /3/
Chairman of the
Board (1974-1985);
Chairman of
Executive Committee
(1985-1995); Chairman
Emeritus of the
Executive Committee
(1996)

Catherine
McFarland 57 Director (1993) Executive Officer
and Secretary,
Victoria Foundation,
Inc. (private
charitable
foundation)/5/

Louis J. Owen 74 Director (1976); Consultant
Chairman of
Executive Committee
(1996)

A. Harold
Schwartz 73 Director (1980) President, New
Jersey Tanning Co.
Inc. (tanning bovine
leathers)

Hubert Williams 58 Director (1988) President, Police
Foundation (private
not-for-profit organization)
_____________

/1/ Unless otherwise indicated, each of the persons listed has
been employed in the indicated principal occupation during
the last five years.

/2/ Prior to joining Bancorporation and the Bank, Mr. Dorman was
an executive vice president of Chemical Bank New Jersey
where he managed the Statewide Commercial Lending division.
For the two years prior to the merger in 1989 of Horizon
Bank Corp. and Chemical Bank, Mr. Dorman served as President
and Chief Executive Officer of Chemical New Jersey
Corporation, Chemical Banking Corporation's loan production
office in New Jersey.

/3/ Mrs. Donald M. Karp is the niece of Stanley J. Lesnik and
the daughter of Harriet M. Alpert, a principal shareholder
of Bancorporation.

/4/ Mr. Lenihan presently is a consultant to planning and
economic and development groups.

/5/ Ms. McFarland has served as executive officer and secretary
of Victoria Foundation, Inc. since 1989, and as its program
officer and assistant secretary from 1971 to 1989.

There is no arrangement or understanding between any
director and any other person pursuant to which such director was
selected as a director.

COMPENSATION OF DIRECTORS

No compensation is paid to members of the Board of Directors
of Bancorporation for service to the Company as such. All
directors of Bancorporation also are directors of the Bank,
however, and in that capacity receive compensation from the Bank
as described below.

During 1997, Messrs. Iannuzzi, Lazarus, Lenihan, Schwartz
and Williams and Ms. McFarland received $600 for each meeting of
the Bank's Board of Directors that they attended or for any
meeting of a committee of that Board that they attended, if such
meeting was not held on the same day as a regularly scheduled
Board of Directors meeting. For 1998, this fee per meeting is
being increased to $700. During 1997, all Bank directors
(excluding Messrs. Karp, Dorman and Lesnik) also were paid $400
per month. For 1998, this monthly payment to all Bank directors
(excluding Messrs. Karp, Dorman and Lesnik) will remain at $400.

<PAGE>

During 1997, the rotating member of the Executive Committee
of the Bank's Board of Directors received a fee of $600 per
meeting attended. For 1998, this fee per meeting is being
increased to $700.

Certain Bank directors are paid annual compensation in lieu
of the fee per meeting and monthly fee described above. Pursuant
to this arrangement, Messrs. Cruz and Fischman each received
$20,000 and Mr. Owen received $24,500 during 1997. For 1998,
Messrs. Cruz and Fischman each will receive $21,000 and Mr. Owen
will receive $25,500.

MEETINGS OF THE BOARD AND COMMITTEES

During 1997, the Boards of Directors of Bancorporation and
the Bank held seven meetings and twelve meetings, respectively.
All directors attended at least 75% of the meetings of such
Boards of Directors and the committees of such Boards of
Directors on which they served that were held during 1997, with
the exception of Mr. Cruz, who attended 75% of such meetings of
the Bank, 25% of the meetings of the Audit Committee, and 71% of
such meetings of Bancorporation; Mr. Fischman, who attended 84%
of such meetings of the Bank, including 100% of the meetings of
the Bank's Board of Directors and Audit Committee, and 74% of the
Bank's Executive Committee; Mr. Lazarus, who attended 43% of such
meetings of the Bank and 43% of such meetings of Bancorporation;
Mr. Lesnik, who attended 64% of such meetings of the Bank,
including 100% of the meetings of the Bank's Board of Directors,
and 48% of the meetings of the Bank's Executive Committee; Mr.
Owen, who attended 72% of such meetings of the Bank, including
100% of the meeting of the Bank's Board of Directors, 50% of the
meetings of the Audit Committee and 63% of the meeting of the
Executive Committee; and, Mr. Williams, who attended 71% of such
meetings of Bancorporation. It should be noted that the
Company's directors discharge their responsibilities throughout
the year, not only at such Board of Directors and committee
meetings, but through personal meetings and other communications
with members of management and others regarding matters of
interest and concern to the Company.

The only standing committee of Bancorporation's Board of
Directors is the Audit Committee. There currently are no
compensation, executive or nominating committees of
Bancorporation's Board of Directors, or committees performing
similar functions of the Board. The committees of the Bank's
Board of Directors consist of the Executive Committee,
Compensation Committee and Audit Committee as described below.

Bancorporation and the Bank each has an Audit Committee
which assists the Board of Directors in fulfilling its
responsibilities with respect to accounting and financial
reporting practices and the scope and expense of audit and
related services provided by external auditors, among others.
The Audit Committee is responsible for apprising the Board of
management's compliance with Board mandated policies, internal
procedures and applicable laws and regulations. This committee
works with the internal and external auditors and examiners and
supervises the internal audit function directly, reviews and
approves the hiring of audit personnel, reviews and provides
input regarding audit department compensation and evaluates the
performance of the internal audit department and the external
auditors. The members of both Bancorporation's and the Bank's
Audit Committee currently are Mr. Fischman, the Chairman of both
Audit Committees, Mr. Cruz, Mr. Iannuzzi and Mr. Owen.
Bancorporation's and the Bank's Audit Committees each met four
times during 1997.

The Bank's Executive Committee is authorized, subject to
certain limitations imposed by law and in the bylaws of the Bank,
to exercise all of the powers of the Board of Directors between
meetings of the Board. The committee currently is comprised of
seven members; six permanent members and one rotating member of
the Bank's Board of Directors. The members of the Executive
Committee currently are Mr. Owen, the Chairman, Mr. Cruz, Mr.
Dorman, Mr. Fischman, Mr. Karp and Mr. Lesnik, plus a rotating
member. The Executive Committee met twenty-seven times during
1997.

The Bank's Compensation Committee is responsible for
recommending changes in compensation for the Bank's Chairman of
the Board and Chief Executive Officer and the President and Chief
Operating Officer to the entire Board for their approval. The
members of the Compensation Committee currently are Mr. Schwartz,
the Chairman, Mr. Cruz, and Mr. Lazarus. The Compensation
Committee met two times during 1997.

<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Committee and Board of Directors Report on Executive
Compensation

This report has been prepared by the Compensation Committee
of the Bank's Board of Directors (the "Committee") and by the
Board of Directors of the Bank, which together have general
responsibility for the establishment, direction and
administration of all aspects of the compensation policies and
programs for Bancorporation's and the Bank's executive officers.
Under an agreement between Bancorporation and the Bank, all
employees of Bancorporation and of the Bank, including persons
who are employees of both Bancorporation and the Bank, are
compensated as such by the Bank. Bancorporation's executive
compensation program is therefore synonymous with that of the
Bank. The Bank's executive compensation program, insofar as it
pertains to the Chairman of the Board and Chief Executive Officer
(the "Chief Executive Officer") and the President and Chief
Operating Officer (the "President"), is administered by the
Committee. During 1997, the Committee was composed of three
independent outside directors, none of whom is an officer or
employee of Bancorporation or the Bank. All decisions by the
Committee relating to the compensation of the Chief Executive
Officer and President are reviewed by, and subject to the
approval of, the full Board of Directors of the Bank. The Bank's
executive compensation program, insofar as it pertains to
executive officers other than the Chief Executive Officer and the
President, is administered by the Chief Executive Officer and the
President. All decisions by the Chief Executive Officer and the
President relating to the compensation of the Bank's executive
officers are reviewed by, and subject to the approval of, the
full Board of Directors of the Bank. Mr. Karp, the Chief
Executive Officer, and certain other executive officers of the
Bancorporation and the Bank, may attend meetings of the Committee
and of the Bank's Board of Directors, but are not present during
discussions or deliberations regarding their own compensation.

COMPENSATION POLICY. The Bank's executive compensation
policy is premised upon three basic goals: (1) to attract and
retain qualified individuals who provide the skills and
leadership necessary to enable the Bank to achieve its earnings
growth, capital compliance and return on investment objectives,
while maintaining its commitment to Equal Employment Opportunity
and Affirmative Action guidelines and practices; (2) to create
incentives to achieve Bank and individual performance objectives
through the use of performance-based compensation programs; and
(3) to create a mutuality of interest between executive officers
and shareholders through compensation structures that create a
direct link between executive compensation and shareholder
return.

In determining the structure and levels of each of the
components of executive compensation needed to achieve these
goals, all elements of the compensation package are considered in
total, rather than any one component in isolation. As more fully
described below, the determination of such levels of executive
compensation is a subjective process in which many factors are
considered, including the Bank's performance (as measured by
earnings growth, efficiency ratio and return on equity, among
other factors) and the individual executive's specific
responsibilities, historical and anticipated personal
contribution to the Bank's business, and length of service with
the Bank.

COMPENSATION COMPONENTS. The Committee, as well as the
Chief Executive Officer and the President, reviews the Bank's
compensation program annually to ensure that compensation levels
and incentive opportunities are competitive and reflect the
performance of the Bank and the individual executive officer.
Recommendations are then submitted to the Bank's Board of
Directors for approval. The particular elements of the
compensation program for executive officers are base salary,
incentive compensation and periodic stock option grants. The
Committee believes that these compensation components together
advance both the short- and long-term interests of shareholders.
In this regard, the Committee believes that the long-term
interests of shareholders are advanced by designing a significant
portion of executive compensation to be at risk: the incentive
compensation (which permits individual performance to be
recognized on an annual and long term basis based, in part, on an
evaluation of the executive's contribution to the Bank's
performance) and the grant of stock options (which directly ties
a portion of the executive's long-term remuneration to stock
price appreciation realized by shareholders). Each of the
components of the compensation program is addressed separately
below.

Base Salary. The base salary for each executive officer is
reviewed from the previous year. In determining whether to
adjust base salary levels, management's recommendations and
subjective assessments of each executive's growth and
effectiveness in the performance of his or her duties are taken
into account. In addition, the performance of <PAGE> the Bank is
considered. The increases in the base salaries of the Bank's
executives for 1997 were based primarily upon a subjective
analysis of the Bank's performance during the period since the
last salary increase and the individual executive's role in
generating that performance. In this regard, the analysis of the
Bank's performance included a review of the Bank's earnings,
efficiency ratio and return on equity. An analysis of the role
played by each individual executive in generating the Bank's
performance included a consideration of the executive's specific
responsibilities, contributions to the Bank's business, and
length of service. The determination in December 1997 to
increase Mr. Karp's base salary from $218,500 to $227,500 was
based on the same type of subjective analysis and took into
account the amount of time he spends on activities directly and
indirectly benefitting Bancorporation and the Bank. In addition,
the Committee considered the improvement in the Company's
earnings performance. The factors impacting base salary levels
are not independently assigned specific weights. Rather, all of
these factors are reviewed, and specific base pay recommendations
are made which reflect an analysis of the aggregate impact of
these factors. The Committee and the Chief Executive Officer and
the President believe that base pay levels for the executive
officers are maintained within a range that is considered to be
appropriate and necessary.

Incentive Compensation. The Bank's officers are eligible to
receive incentive bonus awards. Each of the participants in the
incentive bonus program are assigned to one of three bonus tiers,
which assignments are made primarily according to job category.
Tier one consists of the Chief Executive Officer and the
President. Tier two consists of seven senior officers of the
Bank, and tier three consists of the remaining officers of the
Bank.

Annual Incentive Program. Officers in each of the tiers of
the Bank's incentive bonus program are eligible to participate in
the Broad National Bank Management Incentive Plan ("MIP").
Participants in this plan may earn annual awards only upon the
achievement of performance objectives which are established at
the beginning of the year. Threshold, target and maximum levels
of awards are established, and no awards are paid if the
threshold is not met. The performance objectives are weighted
based upon their relative importance to each individual. The
performance objectives for tier one participants are corporate
performance objectives and personal targeted objectives for
performance. The performance objectives for tier two and tier
three participants include functional or operating unit
objectives, in addition to the corporate performance and personal
targeted objectives for performance, as well as a small
discretionary factor based upon the President's subjective
judgment of the officer's performance. For 1997, the corporate
performance objectives were net income, return on average equity
and the efficiency ratio. Each participant's target bonus is
expressed as a percentage of his or her base salary, dependent on
responsibility and function. The target award is 45% of base
salary in the case of the Chief Executive Officer, and in the
case of the President and senior officers ranges from 25% to
37.5% of base pay. The target award for tier three participants
is 6% of base pay. Earned awards may range from 0% to 150% of
the target award. For 1997, the Committee granted an incentive
bonus award of $111,600, or 51% of base pay, to Mr. Karp, the
Chief Executive Officer. In making this determination, the
Committee considered Mr. Karp's role in enabling the Bank to
achieve its corporate performance objectives, as well as
Mr. Karp's personal targeted objectives for performance.
Further, in recognition of outstanding leadership in elevating
the stature and presence of the Bank in the community and for the
overall performance of the Bank, a special award of $25,000 was
granted to Mr. Karp.

Long-Term Incentive Program. Officers in tiers one and two
of the Bank's incentive bonus program are eligible to participate
in the Bank's Long-Term Capital Accumulation Plan ("LCAP"). This
plan is designed to provide a balance between short-term and
long-range performance objectives and to serve as a strong
financial incentive for executive and senior management to
achieve long-term corporate objectives that relate to the Bank's
profitability and growth results and to increased shareholder
value. Awards are specified at the beginning of each three year
performance period and earned at the end of the period.
Performance is measured against pre-determined financial
indicators targeting increased shareholder value over a three-
year performance cycle. The financial indicators for the initial
three-year cycle are return on average shareholders' equity and
the Bank's efficiency ratio. Three year awards are equal to a
percentage of a participant's base salary at the beginning of the
performance period. The award for tier one participants, which
includes the Chief Executive Officer, is 100% of their base
salary at the beginning of the performance period. Tier two
participants may earn awards equal to 70% of their base salary at
the beginning of the performance period. If earned at the
conclusion of the performance cycle, awards will be paid in a
combination of Bancorporation Common Stock and cash, with the
stock price being equal to the average fair market value of the
stock at the beginning of the performance period.

<PAGE>

The initial performance period commenced January 1, 1996 and
will conclude December 31, 1998. No awards were paid out under
the LCAP during 1997.

Stock Options. The Committee believes that in order to
enhance long-term shareholder value it must provide incentives
that provide motivation beyond short-term results. The objective
of stock option grants is to advance the longer term interests of
the Company and its shareholders and complement incentives tied
to annual performance by rewarding executives upon the creation
of incremental shareholder value. Stock options only produce
value to executives if the price of Bancorporation's Common Stock
appreciates, thereby directly linking the interests of executives
with those of shareholders. Therefore, in order to provide long-
term incentives to executive officers and other employees related
to long-term growth in the value of the Bancorporation's Common
Stock, stock options are granted to such persons under
Bancorporation's stock option plans. The selection of the
persons eligible to receive stock options and the designation of
the number of stock options to be granted to such persons are
made by the Committee in its discretion, insofar as they relate
to the Chief Executive Officer and the President, and by the full
Board insofar as they relate to other executive officers, and are
made after taking into account management's assessment of each
person's relative level of authority and responsibility with the
Bank, years of service and base salary, among other factors. As
disclosed elsewhere in this proxy statement, for 1997 Mr. Karp
was granted options exercisable with respect to 1,000 shares of
Common Stock at an exercise price of $15.44 per share, and 15,000
shares of Common Stock at an exercise price of $22.55 per share.
The award of the 1,000 stock options was made pursuant to the
formula contained in the 1993 Broad National Directors Non-
Statutory Stock Option Plan and the 1996 Broad National
Bancorporation Directors Non-Statutory Stock Option Plan. The
award of the 15,000 stock options was made based on a subjective
assessment of Mr. Karp's specific responsibilities, effectiveness
in the performance of his duties, historical and anticipated
personal contribution to the Bank's business, and length of
service with the Bank, which assessment is comparable to that
described above under "Base Salary".

Compensation Committee of the Board of Directors:

A. Harold Schwartz
Licinio Cruz
James J. Lazarus

Board of Directors:

Licinio Cruz Donald M. Karp Catherine McFarland
John A. Dorman James J. Lazarus Louis J. Owen
Arthur Fischman Edward J. Lenihan A. Harold Schwartz
John Iannuzzi Stanley J. Lesnik Hubert Williams

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1997, the members of the Bank's Compensation Committee were Mr.
Schwartz, the Chairman, Mr. Cruz and Mr. Lazarus. As discussed above
under "Compensation Committee and Board of Directors Report on
Executive Compensation", Mr. Karp, the Chief Executive Officer, and
Mr. Dorman, the President, administer the executive compensation program
insofar as it pertains to executive officers other than the Chief Executive
Officer and the President. All decisions relating to the compensation of
executive officers are reviewed by, and subject to the approval of, the full
Board of Directors of the Bank. Among the members of the Bank's Board of
Directors, Messrs. Karp and Dorman are officers and employees of the Company
and the Bank, and Mr. Lesnik formerly served as Chairman of the Board of the
Company.

None of the members of the Bank's Compensation Committee were an officer
or employee of the Company or any of its subsidiaries during 1997, and none
were formerly an officer of the Company or any of its subsidiaries. Messrs.
Cruz, Lazarus and Schwartz, and certain corporations and firms in which such
persons have interests, have obtained loans from the Bank. Each of such loans
are believed to have been made to such persons, corporations or firms in the
ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal
risk of collectibility or present other unfavorable features.

EXECUTIVE COMPENSATION

The following table sets forth for the years ended December 31, 1997,
1996 and 1995, respectively, the compensation of the Company's chief
executive officer and of each of the Company's four other most highly
compensated executive officers for 1997 for services to the Company and
its subsidiaries in all capacities:

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

Long Term Compensation
Annual Compensation Awards Payouts

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus /1/ sation/2/ Award(s) SARs Payouts sation /3/

Donald M.
Karp 1997 $218,500 $136,000 $88,447 $-- 16,000 $-- $17,365
Chairman of the 1996 209,000 96,400 37,687 -- 15,500 -- 14,805
Board, Chief 1995 200,000 72,900 67,202 -- 15,500 -- 14,790
Executive
Officer and
Director of
Bancorporation
and the Bank

John A. Dorman 1997 $169,500 $ 72,200 $20,191 $-- 11,000 $-- $18,445
President, Chief 1996 162,500 62,400 14,251 -- 10,500 -- 15,885
Operation Officer 1995 157,500 50,000 19,840 -- 10,500 -- 15,585
and Director of
Bancorporation
and the Bank

Fred Perry, Jr./4/ l997 $102,000 $ 32,000 $0 $-- 5,000 $-- $13,147
Senior Vice 1996 97,000 37,800 0 -- 5,000 -- 10,731
President of the 1995 94,500 20,000 0 -- 5,000 -- 10,683
Bank

Peter Kenny /4/ 1997 $100,000 $ 36,900 $0 $-- 5,000 $-- $10,238
Senior Vice 1996 95,000 34,200 0 -- 5,000 -- 7,167
President of 1995 92,000 20,000 0 -- 5,000 -- 7,112
the Bank

James Boyle 1997 $ 93,000 $ 32,000 $0 $-- 5,000 $-- $ 5,418
Treasurer of 1996 90,000 24,800 0 -- 5,000 -- 4,923
Bancorporation, 1997 86,000 20,000 0 -- 5,000 -- 4,883
Senior Vice
President of
the Bank

/1/ Reflects bonus earned for 1997, 1996 and 1995, respectively. The 1997 bonus of $136,600 for Mr. Karp
includes a special award of $25,000 which was granted to Mr. Karp in recognition of his outstanding
leadership in elevating the stature and presence of the Bank in the community and for the overall
performance of the Bank.

/2/ Excludes perquisites and other benefits, unless the aggregate amount of such compensation is the
lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the named
executive officer. Amounts reflected for Messrs. Karp and Dorman represent supplemental contributions
of employee pension retirement benefits contributed through the Bank's Non-Qualified Deferred
Compensation Plan.

/3/ All Other Compensation includes matching contributions made by the Company for the accounts of Messrs.
Karp, Dorman, Perry, Jr., Kenny and Boyle, respectively, under the Company's 401(k) Plan, and the
premiums on life insurance policies for such persons. Matching contributions made by the Company
under the Company's 401(k) Plan for 1997, 1996 and 1995 were $4,750, $2,190 and $2,175, respectively,
for Mr. Karp; $4,750, $2,190 and $2,175, respectively, for Mr. Dorman; $4,124, $1,708 and $1,660,
respectively, for Mr. Perry, Jr.; $4,750, $1,679 and $1,624, respectively, for Mr. Kenny; and $1,395,
$900 and $860, respectively, for Mr. Boyle. The premiums on life insurance policies paid by the
Company for 1997, 1996 and 1995 were $12,615, $12,615 and $12,615, respectively, for Mr. Karp;
$13,695, $13,695 and $13,695, respectively, for Mr. Dorman; $9,023, $9,023 and $9,023, respectively,
for Mr. Perry Jr.; $5,488, $5,488 and $5,488, respectively, for Mr. Kenny; and $4,023, $4,023 and $4,023,
respectively, for Mr. Boyle.

/4/ Messrs. Perry, Jr. and Kenny are not officers of Bancorporation, but are included among the five most
highly paid executive officers because each is a key policy making member of management of the Bank.

<TABLE\>

<PAGE>

OPTION/SAR GRANTS

The following table sets forth information with respect to
each officer named in the Summary Compensation Table under
"Executive Compensation" concerning grants of stock options and
stock appreciation rights ("SARs") during 1997.

OPTION/SAR GRANTS IN LAST FISCAL YEAR /1/

Number of % of Total
Securities Options/SARs
Underlying Granted to Grant
Options/ Employees in Exercise or Date
SARs Fiscal Base Price Expiration Present
Name Granted(#) Year ($/Share) Date /2/ Value ($)

Donald M.
Karp /3/ 15,000 20.4% $22.55 December 18, $117,750/4/
2002
1,000 1.4% $15.44 April 17, $ 7,840/5/
2007
John A.
Dorman/3/ 10,000 13.6% $20.50 December 18, $100,200/4/
2007
1,000 1.4% $15.44 April 17, $ 7,840/5/
2007
Fred Perry,
Jr. /3/ 5,000 6.8% $20.50 December 18, $ 50,100/4/
2007
Peter
Kenny /3/ 5,000 6.8% $20.50 December 18, $ 50,100/4/
2007
James
Boyle /3/ 5,000 6.8% $20.50 December 18, $ 50,100/4/
2007
___________________

/1/ No stock appreciation rights were granted by the Company during 1997.
The grants of stock options in the table were made on April 17, 1997 and
December 18, 1997.

/2/ The stock options are subject to early termination if the person to whom
they are granted dies, ceases to be employed by the Company or any of
its subsidiaries, or is unable to perform his duties for six months as
the result of such person's physical or mental incapacity.

/3/ The time at which the option may be exercised is prescribed at the time
such option is granted, and may be accelerated if the Company is not the
surviving corporation of any merger, consolidation, reorganization or
acquisition by another corporation or if a "change of control" occurs
with respect to the Company.

/4/ The dollar value of the stock options has been determined as of December
18, 1997 using the Black-Scholes option pricing model, based on the
assumptions that (a) the options were granted on that date, (b) the
closing price for the shares of Common Stock underlying the options on
the grant date was $20.50 per share, (c) the period during which the
options are exercisable is ten years from the grant date (five years in
the case of options for 15,000 shares granted to Mr. Karp), (d) the
option exercise price is $20.50 ($22.55 in the case of options for
15,000 shares granted to Mr. Karp), (e) the dividend yield for 1997 is
1.7%, (f) the expected lives of the options is eight years (five years
in the case of options for 15,000 shares granted to Mr. Karp), (g) the
"risk free" interest rate on U.S. Treasury Strips is a 5.84% yield in
eight years from the grant date (November 2005) (5.75% yield in five
years from the grant date (February 2003)), and (h) the price volatility
for the shares of Common Stock underlying the options is 45.00% (based
on the fluctuation in weekly closing stock prices from December 30, 1991
to December 26, 1997).

/5/ The dollar value of the stock options has been determined as of April
17, 1997 using the Black-Scholes option pricing model, based on the
assumptions that (a) the options were granted on that date, (b) the
closing price for the shares of Common Stock underlying the options on
the grant date was $15.44 per share, (c) the period during <PAGE> which
the options are exercisable is ten years from the grant date, (d) the
option exercise price is $15.44, (e) the dividend yield for 1997 is 1.7%,
(f) the expected lives of the options is eight years, (g) the "risk free"
interest rate on U.S. Treasury Strips is a 6.97% yield in eight years
from the grant date (November, 2005), and (h) the price volatility for
the shares of Common Stock underlying the options is 45.0% (based on the
fluctuation in weekly closing stock prices from December 30, 1991 to
April 11, 1997).

OPTION/SAR EXERCISES AND HOLDINGS

The following table sets forth information with respect to
each officer named in the Summary Compensation Table under
"Executive Compensation" concerning the exercise of options and
stock appreciation rights ("SARs") during 1997 and unexercised
options and SARs held as of December 31, 1997.

</TABLE>
<TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1997 OPTION/SAR VALUES/1/

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired on Value December 31, 1997(#)/3// December 31, 1997 ($)/4//
Name Exercise(#) Realized ($)/2/ Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
Donald M.
Karp 33,230 $407,161 22,206 58,134 $380,935 $623,492

John A.
Dorman 4,000 $ 60,640 23,086 37,315 404,014 434,681

Fred Perry,
Jr. 4,796 $ 60,445 8,685 17,480 150,720 201,837

Peter Kenny 1,000 $ 12,160 8,605 16,995 149,269 193,018

James Boyle -- -- 9,655 16,995 168,358 193,018
___________________

/1/ No stock appreciation rights were granted by the Company during 1997.

/2/ Value is calculated by determining the difference between the option exercise price and the last
reported sale price of the Company's Common Stock on the date of exercise.

/3/ The shares of the Company's Common Stock underlying unexercised options at December 31, 1997 includes
shares issuable upon the exercise of options granted on December 16, 1993, September 19, 1994,
December 15, 1994, April 20, 1995, December 21, 1995, April 18, 1996, December 19, 1996, April 17,
1997 and December 18, 1997.

/4/ As of December 31, 1997, the last reported sale price of the Company's Common Stock, which was
reported on the NASDAQ National Market System on December 31, 1997, was $23.75 per share. Value is
calculated by determining the difference between the option exercise price and $23.75, multiplied by
the number of shares of Common Stock underlying the options.

<TABLE\>

EMPLOYMENT AGREEMENTS

Donald M. Karp. On December 31, 1997, Bancorporation
entered into an employment agreement with Donald M. Karp. The
agreement has an initial five-year term which expires on December
31, 2002, subject to automatic extensions of one additional
calendar month upon the expiration of each calendar month, so
that at all times the agreement shall have a term of sixty
months, until such time as the Board of Directors notifies Mr.
Karp that the term of employment <PAGE> shall expire not later than five
years from the date of such notice. The agreement provides for an
annualized base salary of $227,500, which base salary was
increased from the previous $218,500 level, effective January 1,
1998, by action of the Board of Directors as contemplated by the
agreement. During the period of this Agreement, Mr. Karp's base
salary may not be decreased below $227,500 without the written
consent of Mr. Karp. In addition to base salary, the agreement
also provides Mr. Karp with the use of a motor vehicle and such
bonuses or other incentive compensation plans, fringe benefits
and insurance benefits as are established for executive officers
of the Bank.

Mr. Karp's employment with Bancorporation is subject to
early termination in the event of Mr. Karp's death or physical or
mental disability. If Mr. Karp's employment is terminated
because of his physical or mental disability, he will be entitled
to receive one year's base salary, less amounts paid to him under
any other disability program or policy maintained by
Bancorporation, payable in twelve monthly installments. In
addition, Bancorporation will maintain life and health insurance
benefits for Mr. Karp at least equivalent to those he had at the
date of termination. If Mr. Karp's employment is terminated
because of his death, Mr. Karp's beneficiaries, or his estate,
will receive a payment equal to one year's base salary.

Bancorporation may terminate Mr. Karp's employment at any
time with or without cause, with "cause" being defined as
improper action by Mr. Karp which results in his removal from
office by direction of a regulatory agency for Bancorporation or
the Bank, willful misconduct by Mr. Karp which causes material
injury to Bancorporation, or conviction of a crime, habitual
drunkenness, drug abuse, or excessive absenteeism. If Mr. Karp's
employment is terminated by Bancorporation for reasons other than
for cause, Mr. Karp will be entitled to receive a severance
payment equal to the aggregate amount of future base salary and
bonus payments he would have received (calculated at the highest
rates payable at any time under this agreement or within the then
immediately preceding two year period) had he continued in the
employ of Bancorporation for the remainder of the then existing
term of the agreement. In addition, Bancorporation will maintain
life and health insurance benefits for Mr. Karp at least
equivalent to those he had at the date of termination, and Mr.
Karp's retirement benefits will be supplemented to provide him
with a total benefit approximating the benefits he would have
received under all qualified retirement plans in which he
participates if he had continued in the employ of Bancorporation
for the remaining term of this agreement (or until his
retirement) and been fully vested. Mr. Karp would also be given
the use (or corresponding value) of a motor vehicle for 24 months
following the date of termination. Mr. Karp will have no right
to receive further compensation or other benefits if his
employment is terminated for cause.

Mr. Karp may terminate his employment with Bancorporation
and remain entitled to receive specified benefits (i) in the
event of default or breach by Bancorporation, or (ii) for good
reason (as defined). If Mr. Karp terminates the agreement for
any of the above reasons, he will be entitled to receive a
severance payment equal to the aggregate amount of future base
salary and bonus payments he would have received (calculated at
the highest rates payable at any time under this agreement or
within the then immediately preceding two year period) had he
continued in the employ of Bancorporation for the then existing
term of the agreement. In addition, Bancorporation will maintain
life and health insurance benefits for Mr. Karp at least
equivalent to those he had at the date of termination, and Mr.
Karp's retirement benefits will be supplemented to provide him
with a total benefit approximating the benefits he would have
received under all qualified retirement plans in which he
participates if he had continued in the employ of Bancorporation
for the remaining term of this agreement (or until his
retirement) and been fully vested. Mr. Karp would also be given
the use (or corresponding value) of a motor vehicle for 24 months
following the date of termination. Mr. Karp will have no right
to receive further compensation or other benefits if Mr. Karp
voluntarily resigns his employment for reasons other than those
outlined above.

John A. Dorman. On December 31, 1997, Bancorporation
entered into an employment agreement with John A. Dorman. The
agreement has an initial three-year term which expires on
December 31, 2000. If there is a "change in control" (as defined
below) and Mr. Dorman does not choose to terminate the agreement,
the term automatically will be extended for an additional 24
months. The agreement provides for an annualized base salary of
$176,500, which base salary was increased from the previous
$169,500 level, effective January 1, 1998, by action of the Board
of Directors as contemplated by the agreement. During the term
of this Agreement, Mr. Dorman's base salary may not be decreased
below $176,500 without the written consent of Mr. Dorman. In
addition to base salary, the agreement also provides Mr. Dorman
with the use of a motor vehicle and such bonuses, fringe benefits
and insurance benefits as are established for executive officers
of the Bank.

<PAGE>

Mr. Dorman's employment with Bancorporation is subject to
early termination in the event of Mr. Dorman's death or physical
or mental disability. If Mr. Dorman's employment is terminated
because of his physical or mental disability, he will be entitled
to receive one year's base salary, less amounts paid to him under
any other disability program or policy maintained by
Bancorporation, payable in twelve monthly installments. In
addition, Bancorporation will maintain life and health insurance
benefits for Mr. Dorman at least equivalent to those he had at
the date of termination. If Mr. Dorman's employment is
terminated because of his death, Mr. Dorman's beneficiaries, or
his estate, will receive a payment equal to three month's base
salary.

Bancorporation may terminate Mr. Dorman's employment at any
time with or without cause, with "cause" being defined as the
failure by Mr. Dorman to perform his duties under the agreement,
willful misconduct by Mr. Dorman which causes material injury to
Bancorporation, or conviction of a crime, habitual drunkenness,
drug abuse, or excessive absenteeism. If Mr. Dorman's employment
is terminated by Bancorporation for reasons other than for cause,
Mr. Dorman will be entitled to receive a severance payment equal
to the aggregate amount of future base salary he would have
received (calculated at the highest rate of base salary and bonus
paid within the then immediately preceding two year period) had
he continued in the employ of Bancorporation for the remainder of
the then existing term of the agreement plus 24 months; provided,
however, that the aggregate severance payment shall not exceed an
amount equal to the future base salary and bonus payments
Mr. Dorman would have received if he continued in the employ of
Bancorporation for 36 months. In addition, Bancorporation will
maintain life and health insurance benefits for Mr. Dorman at
least equivalent to those he had at the date of termination, and
Mr. Dorman's retirement benefits will be supplemented to provide
him with a total benefit approximating the benefits he would have
received under all qualified retirement plans in which he
participates if he had continued in the employ of Bancorporation
for at least 60 consecutive months in the absence of early
termination (or until his retirement) and been fully vested. Mr.
Dorman would also be given the use (or corresponding value) of a
motor vehicle for 24 months following the date of termination.
Mr. Dorman will have no right to receive further compensation or
other benefits if his employment is terminated for cause.

Mr. Dorman may terminate his employment with Bancorporation
and remain entitled to receive specified benefits (i) in the
event of default or breach by Bancorporation, (ii) for good
reason (as defined), or (iii) after a "change in control". A
"change in control" generally is defined to take place when (a) a
person or group (other than Bancorporation or Mr. Karp) acquires
more than 20% of the combined voting power (whether through stock
ownership, proxies or otherwise) of Bancorporation's voting
securities or the ability to control the election of a majority
of the Board of Directors, (b) the Karp/Lesnik family sells or
disposes to nonfamily members 50% or more of Bancorporation
voting securities owned by such family as of the date Mr. Dorman
first became employed by Bancorporation, (c) a merger involving
Bancorporation or the Bank occurs following which a majority of
the voting securities of the surviving corporation is held by
persons who were not previously shareholders of Bancorporation,
or (d) a sale or transfer of all or substantially all of the
assets of Bancorporation or the Bank occurs. If Mr. Dorman
terminates the agreement for any of the above reasons, he will be
entitled to receive a severance payment equal to the aggregate
amount of future base salary and bonus payments he would have
received (calculated at the highest rates payable within the then
immediately preceding two year period) had he continued in the
employ of Bancorporation for the remainder of the then existing
term of the agreement plus 24 months; provided, however, that the
aggregate severance payment shall not exceed an amount equal to
the future base salary and bonus payments Mr. Dorman would have
received if he continued in the employ of Bancorporation for 36
months. In addition, Bancorporation will maintain life and
health insurance benefits for Mr. Dorman at least equivalent to
those he had at the date of termination, and Mr. Dorman's
retirement benefits will be supplemented to provide him with a
total benefit approximating the benefits he would have received
under all qualified retirement plans in which he participates if
he had continued in the employ of Bancorporation for at least 60
months in the absence of early termination (or until his
retirement) and been fully vested. Mr. Dorman would also be
given the use (or corresponding value) of a motor vehicle for 24
months following the date of termination. Mr. Dorman will have
no right to receive further compensation or other benefits if Mr.
Dorman voluntarily resigns his employment for reasons other than
those outlined above.

Stanley J. Lesnik. On January 1, 1998, Bancorporation
entered into a consultant agreement with Stanley J. Lesnik. The
agreement has an initial three-year term which expires on
December 31, 2000. The agreement is extended automatically for
one additional year on each December 31 during the term of the
agreement. If there is a "change in control", the term
automatically will be extended to a date ending three years from
the effective date of such change of <PAGE> control. A "change in
control" generally is defined to take place when a merger
involving Bancorporation or sale of substantially all of
Bancorporation occurs following which a majority of the voting
securities of the surviving or acquiring corporation is held by
persons other than those who held a majority of the voting
securities of Bancorporation. The agreement provides that Mr.
Lesnik is to be compensated for his services as a special
consultant at the rate of $110,000 a year. Mr. Lesnik has agreed
that if elected, he would serve as a member of the Board of
Directors and of the Executive Committee at no additional
compensation. In addition to compensation as a consultant, the
agreement also provides Mr. Lesnik with the use of a motor
vehicle and such medical and dental insurance benefits as are
established for other personnel of Bancorporation and the Bank.

Mr. Lesnik's agreement with Bancorporation is subject to
early termination in the event of Mr. Lesnik's death or physical
or mental disability. If the agreement is terminated because of
his physical or mental disability, or if Mr. Lesnik shall retire
from his position as a consultant, he will be entitled to receive
50% of the compensation that would otherwise be payable to him
for the remainder of the term of the agreement, less amounts paid
to him under any other disability program or policy maintained by
Bancorporation. In addition, Bancorporation will maintain
medical insurance benefits for Mr. Lesnik and his wife at least
equivalent to those in effect at the date of termination. If Mr.
Lesnik retires or becomes disabled following a change in control,
in lieu of the 50% of compensation that would otherwise be
payable during the remaining term of the agreement, Mr. Lesnik
will be entitled to receive 85% of such compensation. If Mr.
Lesnik's employment is terminated because of his death, Mr.
Lesnik's widow, or his legal representative, will receive the
compensation that would otherwise be payable to Mr. Lesnik for a
period of 90 days after his death.

If Mr. Lesnik should fail on a continuing basis to perform
consulting services in accordance with the agreement, the Board
of Directors may place Mr. Lesnik in retirement and thereafter he
shall receive only the compensation that would be payable under
the agreement upon his retirement. If Mr. Lesnik engages in
competition against the Bank, then Bancorporation will not be
required to make any further payments under the agreement.

CHANGE OF CONTROL AGREEMENTS.

On September 2, 1997, the Bank and Bancorporation entered
into change of control agreements with six executive officers,
including Messrs. Boyle, Kenny and Perry. The agreements
continue in effect through December 31, 1998; provided, however,
that commencing on January 1, 1998 and each succeeding January 1
thereafter, the term of the agreements automatically are extended
for one additional year, unless the Bank gives notice no later
than September 30 of the preceding year that it does not wish to
extend the Agreements.

If, within three years after a change in control (as defined
below) of the Bank, the Bank terminates the executive's
employment other than by reason of the executive's death,
disability, retirement, or for cause (as defined) or if the
executive terminates his employment for good reason (as defined),
the Bank will pay the executive a monthly salary for a period of
twelve months at a rate of pay equal to the highest periodic rate
of base pay paid to the executive during the twelve-month period
immediately prior to the executive's termination. Additionally,
the executive's retirement benefits will be supplemented to
provide the executive with a total benefit approximating the
benefits the executive would have received under all retirement
plans in which the executive participates if the executive
continued in the employ of the Bank for twelve months following
the date of termination (or until retirement, if earlier) and
been fully vested.

A "change in control" generally is defined to take place
when (a) a person or group (other than a Karp family member)
becomes the beneficial owner, directly or indirectly, of 35% or
more of the combined voting power of the Bank's or
Bancorporation's outstanding securities, (b) during any period of
two consecutive years during the term of the change of control
agreement, individuals who were Directors of the Board as of the
commencement date for the change of control agreement cease to
represent a majority of the Board of Directors, (c) a merger,
consolidation or similar transaction involving the Bank or
Bancorporation occurs following which at least 33 1/3% of the
combined voting power of the voting securities of the surviving
corporation is held by persons who were not previously
shareholders of the Bank or Bancorporation, or (d) a liquidation,
sale or disposition of all or substantially all of the assets of
the Bank or Bancorporation occurs.

<PAGE>

COMPENSATION PURSUANT TO PLANS

RETIREMENT PLAN. All regular full-time employees and part-
time employees of Bancorporation and the Bank who have attained
the age of 20 years and six months and who have worked at least
1,000 hours during a 12-month period are eligible for membership
in the Bank's pension plan on the January 1st following the
completion of six months' service. The pension plan provides for
a specified annual pension payable upon retirement.

The basis of calculation of benefits under the Plan is the
average of the total compensation paid or accrued during the
highest ten consecutive calendar years of service prior to the
Normal Retirement Date (as defined below). The amount of annual
pension pursuant to the plan will be 65% of compensation up to
the Covered Compensation (as defined in the plan) plus 87.5% of
the excess, prorated for less than 35 years of credited service.

Normal Retirement Date is the date of the participant's 65th
birthday. Early retirement may be taken after the participant
reaches 50 years of age provided the participant has five years
of vested service.

The following table illustrates estimated annual benefits
payable to a participant upon reaching normal retirement age in
1998 for specified final average compensation and years of
benefit service classifications. These plan benefits are in
addition to Social Security benefits.

Estimated Annual Benefit for Representative
Final Average Years of Benefit Service
Compensation 15 20 25 30 35

$ 25,000 $ 6,964 $ 9,286 $11,607 $ 13,929 $ 16,250
50,000 15,748 20,998 26,247 31,497 36,746
75,000 25,123 33,498 41,872 50,247 58,621
100,000 34,498 45,998 57,497 68,997 80,496
125,000 43,873 58,498 73,122 87,747 102,371
150,000 53,248 70,998 88,747 106,497 124,246
160,000 56,998 75,998 94,997 113,997 132,996

Regulations of the Internal Revenue Service provide that the
maximum benefit permitted to be paid under a defined benefit plan
in 1998 is $130,000 to participants with ten or more years of
participation. The minimum annual pension for a participant
shall be the accrued retirement pension under the retirement plan
as of December 31, 1988. Benefits under the pension plan are
payable in a variety of ways, and in each case benefits are
computed by the actuarial method.

As of January 1, 1998, the estimated credited years of
service under the retirement plan for each of the individuals
named in the summary compensation table is as follows: Mr. Karp,
16 years; Mr. Dorman, 5 years; Mr. Perry, 23 years; Mr. Kenny, 6
years; and Mr. Boyle, 9 years.

INCENTIVE COMPENSATION PLANS. The Bank provides short-term
and longer-term incentive bonus programs for its officers. Each
of the participants in the incentive bonus programs are assigned
to one of three bonus tiers, which assignments are made primarily
according to job category. Tier one consists of the Chief
Executive Officer and the President, tier two consists of seven
senior officers of the Bank, and tier three consists of the
remaining officers of the Bank (77 officers in 1997). For 1997,
$598,225 was paid under the Bank's incentive bonus programs. The
following information is provided regarding the Bank's incentive
bonus programs:

Management Incentive Plan. The Bank has established a
Management Incentive Plan (the "Incentive Plan") providing annual
awards to participants for the achievement of corporate,
functional area or departmental and individual performance
objectives. Threshold, target and maximum levels of awards are
established at the beginning of each year, and no awards are paid
if the threshold is not met. Each participant's target bonus is
expressed as a percentage of his or her base salary, dependent on
responsibility and function. The target award is 45% of base
salary in the case of the Chief Executive Officer, and ranges
from 25% to 37.5% of base salary in the case of the President and
senior officers. <PAGE> The target bonus for tier three participants is
6% of base salary. Earned awards may range from 0% to 150% of
the target award. All awards are paid in cash, and the
participants must be actively employed at the end of the plan
year to be eligible to receive an award. For 1997, a total of
$598,225 was paid among all participants in the Incentive Plan,
including $183,800 to tier one participants, $191,900 to tier two
participants and $222,525 to tier three participants. Bonuses
paid to executive officers under the Incentive Plan for 1997 are
detailed in the Summary Compensation Table under the heading
"Executive Compensation" above.

Long-Term Capital Accumulation Plan. The Bank has
established a Long-Term Capital Accumulation Plan (the "Capital
Accumulation Plan") providing bonus awards to participants for
the achievement of corporate objectives relating to the Bank's
growth and profitability. Participation in the Capital
Accumulation Plan is limited to officers in tiers one and two of
the Bank's incentive bonus program. Awards under the plan are
specified at the beginning of each of three consecutive three-
year performance periods and earned at the end of each such
period if the performance objectives set by the Plan
Administrators at the beginning of the performance period are
achieved. The achievement of performance objectives is measured
against increases in shareholder value over each performance
period (as indicated by return on equity and the Bank's
efficiency ratio). The awards for each performance period that
tier one and tier two participants are eligible to receive will
be equal to 100% and 70%, respectively, of the participant's base
salary in effect at the beginning of the performance period.
Payment of any awards will be made 60% in Bancorporation common
stock and 40% in cash. The aggregate number of shares of the
Company that may be awarded under the Capital Accumulation Plan
is limited to 400,000 shares. The Company currently intends to
register these shares on Form S-8 under the Securities Act of
1933 and any applicable state securities laws. The initial
performance period commenced January 1, 1996 and will conclude
December 31, 1998. No awards were paid out under the Capital
Accumulation Plan during 1997.

STOCK OPTION PLANS. Bancorporation currently has five stock
option plans: (1) the Incentive Stock Option Plan (the "1987 ISO
Plan"); (2) the 1993 Broad National Incentive Stock Option Plan
(the "1993 ISO Plan"); (3) the 1993 Broad National Directors Non-
Statutory Stock Option Plan (the "1993 Directors Plan); (4) the
1996 Broad National Bancorporation Incentive Stock Option Plan
(the "1996 ISO Plan"); and (5) the 1996 Broad National
Bancorporation Directors Non-Statutory Stock Option Plan (the
"1996 Directors Plan).

The 1987 ISO Plan expired April 16, 1996, although the
outstanding options under the Plan remain in effect. Options
exercisable with respect to 9,690 shares (subject to adjustment
for any change in the capital structure of Bancorporation) that
were granted prior to April 16, 1996 remain outstanding and
exercisable until their expiration dates. No additional options
may be granted under this Plan.

No options were granted under the 1987 ISO Plan in 1997.
During 1997, 27,896 options were exercised under the 1987 ISO
Plan.

Under the 1996 ISO Plan and the 1993 ISO Plan, options may
be granted for a maximum of 210,000 shares and 242,550 shares,
respectively (subject to adjustment for any change in the capital
structure of Bancorporation), of Common Stock to employees of
Bancorporation or its subsidiaries. Grants of options under both
the 1996 ISO Plan and the 1993 ISO Plan may be made only to
employees who possess no more than 10% of the combined voting
power of all classes of stock of Bancorporation, unless the
option exercise price is at least 110% of the stock's market
value and the option expires five years from the date of grant.
The aggregate fair market value of shares of Common Stock for
which an employee may be granted options under the 1996 ISO Plan
and the 1993 ISO Plan in any calendar year has no limit.
However, the aggregate fair market value (determined at the time
the options are granted) of shares of Common Stock with respect
to which incentive stock options are exercisable for the first
time by such individual during any calendar year under either ISO
Plan (and under any other plan of the employer corporation, its
parent or its subsidiaries) cannot exceed $100,000. To the
extent such fair market value exceeds $100,000 during any
calendar year, amounts in excess of $100,000 are treated as
nonqualified stock options.

The 1996 ISO Plan and the 1993 ISO Plan are administered by
a committee of Bancorporation's Board of Directors composed of
non-employee directors who advise the Board in matters such as
selection of the individuals to whom options shall be granted,
determination of the number of shares and share price under each
option, and other similar questions of plan administration.
Options are granted to those participants who, in the sole
discretion of the committee, <PAGE> have made material contributions in
the past, or are expected to make material contributions in the
future, to the success of Bancorporation and its subsidiaries.
The option exercise period for options granted under the 1996 ISO
Plan and the 1993 ISO Plan is established by the committee, and
the maximum period during which an option is exercisable is ten
years from the date that it is granted. An option may be
exercised upon payment in full of the option exercise price in
cash or in other shares of Common Stock. The exercise price for
purchase of shares under an option granted under the 1996 ISO
Plan and the 1993 ISO Plan is determined by the committee, but
cannot be less than 100% of the fair market value of the shares
on the date the option is granted.

At the December 18, 1997 meeting of the Board of Directors,
the Board approved the grant of options under the 1996 ISO Plan
to individuals named in the summary compensation table as
follows: Mr. Karp, 15,000 options; Mr. Dorman, 8,846 options;
Mr. Perry, Jr., 4,000 options; Mr. Kenny, 4,000 options; and
Mr. Boyle, 4,000 options. In addition, at that meeting the Board
approved the grant of options under the 1993 ISO Plan to such
individuals as follows: Mr. Karp 0 options; Mr. Dorman 1,154
options; Mr. Perry, Jr. 1,000 options; Mr. Kenny 1,000 options;
and Mr. Boyle 1,000 options. No options were exercised under the
1996 ISO Plan in 1997. During 1997, 22,317 options were exercised
under the 1993 ISO Plan.

Under the 1996 Directors Plan and the 1993 Directors Plan,
options may be granted for a maximum of 78,750 shares and 90,956
shares, respectively (subject to adjustment for any change in the
capital structure of Bancorporation), of Common Stock to
directors of Bancorporation. The 1996 Directors Plan provides
for the automatic grants of options to purchase shares of Common
Stock to directors of Bancorporation serving as such on the date
of each annual meeting of the Board held following the annual
meeting of shareholders. The 1993 Directors Plan provides for
the automatic grants of options to purchase shares of Common
Stock to directors of Bancorporation serving as such on the date
the 1993 Directors Plan was adopted by the Board of Directors and
for directors of Bancorporation serving as such on the date of
each annual meeting of the Board held following the annual
meeting of shareholders. The number of options granted to each
director of Bancorporation serving as such on the date the 1993
Directors Plan was adopted by the Board of Directors was
determined on the basis of the respective director's length of
service on Bancorporation's Board of Directors in accordance with
a schedule provided in the 1993 Directors Plan. Both the 1996
Directors Plan and the 1993 Directors Plan provides for the grant
of options to purchase 500 shares of Common Stock to each person
serving as a director of Bancorporation on the date of each
annual meeting of the Board of Directors held following the
annual meeting of Bancorporation's shareholders (regardless of
whether such person was also serving as a director of
Bancorporation on the date the respective Plan was adopted).
Neither Bancorporation's Board of Directors nor any committee
thereof had or will have any discretion under the 1996 Directors
Plan or the 1993 Directors Plan to determine the selection of the
directors to whom options were granted, the frequency of option
grants, the number of shares of Common Stock subject to an
option, or the terms and conditions of the options.

Each option granted under the 1996 Directors Plan and the
1993 Directors Plan will become exercisable upon the later of (i)
the expiration of two years from the date on which such option
was granted or (ii) the date on which Bancorporation shall have
paid a cash dividend with respect to its Common Stock in each of
two consecutive calendar years during the term of such option.

Subject to the conditions and limitations of the 1996
Directors Plan and the 1993 Directors Plan, the period during
which each option granted under these Plans may be exercised is
ten years from the date on which such option was granted.

The exercise price at which shares of Common Stock may be
purchased under an option granted pursuant to the 1996 Directors
Plan and the 1993 Directors Plan cannot be less than 100% of the
fair market value of such shares on the date that the option was
granted. The fair market value of shares of Common Stock for
purposes of the 1996 Directors Plan and the 1993 Directors Plan
is determined by a fixed formula established by the Plan.

Pursuant to the 1993 Directors Plan, Mr. Karp and Mr. Dorman
each received 525 (adjusted for the 5% stock dividend declared
December 18, 1997) options on April 17, 1997. During 1997, 1,212
options were exercised under the 1993 Directors Plan. Pursuant
to the 1996 Directors Plan, Mr. Karp and Mr. Dorman each received
525 (adjusted for the 5% stock dividend declared December 18,
1997) options on April 17, 1997.

<PAGE>

401(K) PLAN. During 1989 the Bank implemented a 401(k) Plan
providing several tax-deferred investment opportunities to
salaried employees of the Bank. Employees are eligible to enter
the plan on the January 1 or July 1 following the date that they have
attained age 20 1/2 years and have completed twelve months of service.
Employees may contribute from 1% to 15% of their salary, subject
to the Internal Revenue Code of 1986, as amended, limits on
maximum annual contributions. The Bank will make a "matching"
contribution equal to 50% of the employee's 401(k) contribution,
subject to a maximum "match" of 4% of the employee's annual pay.
Matching contributions are made only for participants who are
still employed on December 31st and who completed 1,000 hours of
service during the plan year. The employee's contribution is
100% vested and is distributable at death, retirement, or
termination of employment. In addition, the plan also provides
for early hardship withdrawals and loans. The Bank's matching
contribution is 20% vested after one vesting year (a calendar
year during which the employee completes 1,000 hours of service),
plus 20% for each additional vesting year, and is 100% vested
after five vesting years. Employees are automatically 100%
vested if they have attained age 65. Employer matching
contributions for all participants for 1997 totaled $114,565.
Employer matching contributions for 1997 for each of the
individuals named in the Summary Compensation Table under
"Executive Compensation" are as follows: Mr. Karp, $4,750;
Mr. Dorman, $4,750; Mr. Perry, Jr., $4,124; Mr. Kenny, $4,750;
and Mr. Boyle, $1,395.

DEFERRED COMPENSATION PLAN. During 1996 the Bank
implemented a Non-Qualified Deferred Compensation Plan (the
"Deferred Compensation Plan") to provide the Bank's board of
directors, the Chairman/Chief Executive Officer, the
President/Chief Operating Officer and seven senior officers of
the Bank with a means to defer receipt of director fees, salary,
incentive bonuses, and/or other cash compensation to a future
date. A participant may elect in any plan year to defer all or a
portion of his/her compensation in one percent (1%) increments,
whole one thousand dollar amounts, or an amount over a specified
dollar amount. The length of the deferral period will be
specified by the participant and is irrevocable. A participant
also may elect either (i) to have interest accrued on deferred
funds at an interest rate equal to the 90-day treasury bill rate
or a similar type of financial instrument, or (ii) to have
deferred amounts applied to a Rabbi Trust that will invest such
deferred amounts under such investment policy or directive as the
Bank, the participant, and the plan trustee of such Rabbi Trust
shall approve. At the end of the specified deferral period, the
deferred funds will be paid to the participant, his/her estate or
beneficiary in the form of cash in ten annual installments,
unless a lump sum payment was selected on the original election
form. For 1997, the Bank made supplemental contributions of
$88,447 for Mr. Karp and $20,191 for Mr. Dorman pursuant to the
Deferred Compensation Plan. The Administrators of such Plan
determined that such amounts were equal to the amounts that would
have been contributed for the benefit of Messrs. Karp and Dorman
under the Bank's retirement and 40l(k) plans in the absence of
Internal Revenue Code provisions placing a ceiling on the amount
of contributions which may be made for the benefit of any one
participant.

COMPANY PERFORMANCE

The following performance graph shows a comparison of
cumulative total returns for the Company, the NASDAQ Stock Market
(U.S. Companies) and the NASDAQ Bank Stocks for the period from
December 31, 1992, through December 31, 1997. The cumulative
total return on investment for each of the periods for the
Company, the NASDAQ Stock Market (U.S. Companies) and the NASDAQ
Bank Stocks is based on the stock price or index at December 31,
1992. The performance graph assumes that the value of an
investment in the Company's Common Stock and each index was $100
at December 31, 1992 and that all dividends were reinvested. The
information presented in the performance graph is historical in
nature and is not intended to represent or guarantee future
returns.

<PAGE>

COMPARISON OF CUMULATIVE TOTAL RETURNS
(Bancorporation, NASDAQ, NASDAQ Banks)

The comparison of cumulative total returns presented in the
above graph was plotted using the following index values and
Common Stock price values:

12/31/92 12/31/93 12/30/94

Broad National Bancorporation $100.00 $121.74 $117.24
NASDAQ Stock Market $100.00 $114.80 $112.21
(U.S. Companies)
NASDAQ Bank Stocks $100.00 $114.04 $113.63

12/29/95 12/31/96 12/31/97

Broad National Bancorporation $180.92 $254.29 $548.95
NASDAQ Stock Market $158.70 $195.19 $239.53
(U.S. Companies)
NASDAQ Bank Stocks $169.22 $223.41 $377.44

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 1997 the Bank made loans to certain officers and
directors of Bancorporation and the Bank and to certain firms and
corporations in which various directors have interests. Each of
such loans are believed to have been made to <PAGE> such directors or
officers or to such firms or corporations in the ordinary course
of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve
more than the normal risk of collectibility or present other
unfavorable features.

Effective September 14, 1994, Mr. Henry D. Hayman elected to
take early retirement from his position as Senior Vice President
with the Bank. In recognition of his years of service to the
Bank, the Bank has agreed to continue Mr. Hayman's medical/dental
coverage through 1997, subject to Mr. Hayman making his premium
contribution. The Bank also will continue to pay the annual
premium in the amount of $9,010 for Mr. Hayman's split-dollar
life insurance policy until it is paid in full.

OWNERSHIP OF BANCORPORATION CAPITAL STOCK

The following table sets forth certain information, as of
January 31, 1998, relating to the beneficial ownership of
Bancorporation's Common Stock by each person known to the Board
of Directors to own beneficially 5% or more of Bancorporation's
stock, by each director of Bancorporation, by each officer named
in the Summary Compensation Table under "Executive Compensation
and Other Information -- Executive Compensation" and by all
directors and officers of Bancorporation as a group. All
information with respect to beneficial ownership has been
furnished by the respective directors, officers or 5% or more
shareholders, as the case may be. Except as otherwise indicated,
each beneficial owner listed has sole voting and investment power
with respect to the shares of Common Stock reported.

Amount and
Nature of Percentage of
Name Beneficial Shares
Ownership/1/ Outstanding/1/

Harriet M. Alpert /2/ 661,502 14.1%
360 East 72nd Street
New York, New York

James Boyle /3/ 10,315 *

Licinio Cruz /4//5/ 23,342 *

John A. Dorman /4//6/ 61,296 1.3

Arthur Fischman /4//7/ 24,668 *

John J. Iannuzzi /4//8/ 15,124 *

Donald M. Karp /4//9/ 1,129,799 23.9
18 Shawnee Road
Short Hills, New Jersey

Peter Kenny /10/ 13,224 *

James J. Lazarus /4//11/ 26,116 *

Edward J. Lenihan /4//12/ 27,837 *

Stanley J. Lesnik /4//13/ 33,105 *

Catherine McFarland /4//14/ 4,763 *

Louis J. Owen /4//15/ 17,030 *

<PAGE>

Fred Perry, Jr. /16/ 20,057 *

A. Harold Schwartz /4//17/ 57,256 1.2

Hubert Williams /4//18/ 24,615 *

All directors and officers
as a group (27 persons)/19/ 1,527,015 31.4

___________

* Less than one percent

/1/ Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or
investment power with respect to those securities. Unless
otherwise indicated, the persons or entities identified in
this table have sole voting and investment power with respect
to all shares shown as beneficially owned by them. Percentage
ownership calculations are based on 4,707,321 shares of Common
Stock outstanding.

/2/ Includes 656,854 shares of Common Stock as to which Ms. Alpert
has shared voting and investment power with Donald M. Karp;
and 4,648 shares of Common Stock beneficially owned by
Ms. Alpert's husband and as to which Ms. Alpert disclaims
beneficial ownership.

/3/ Treasurer of Bancorporation and Senior Vice President of the
Bank. Includes 9,655 shares of Common Stock subject to
immediately exercisable options.

/4/ Director of Bancorporation and of Bank.

/5/ Includes 7,246 shares of Common Stock subject to an
immediately exercisable option; 4,903 shares of Common Stock
held by Mr. Cruz individually; and 11,193 shares of Common
Stock held by him as custodian for his children.

/6/ Includes 23,086 shares of Common Stock subject to an
immediately exercisable option, 7,716 shares of Common Stock
held by Mr. Dorman jointly with his wife and as to which he
has shared voting and investment power; 15,004 shares of
Common Stock held by Mr. Dorman individually; and 15,490
shares of Common Stock owned by Mr. Dorman's wife.

/7/ Includes 7,246 shares of Common Stock subject to an
immediately exercisable option; 14,965 shares of Common Stock
held by Mr. Fischman individually; and 2,457 shares of Common
Stock beneficially owned by Mr. Fischman's wife and as to
which Mr. Fischman disclaims beneficial ownership.

/8/ Includes 4,821 shares of Common Stock subject to an
immediately exercisable option; 3,558 shares of Common Stock
held by Mr. Iannuzzi jointly with his wife and as to which Mr.
Iannuzzi has shared voting and investment power; 3,952 shares
of Common Stock held by Mr. Iannuzzi individually; 174 shares
of Common Stock held by him as trustee of a trust for the
benefit of his grandsons; and 2,619 shares of Common Stock
held by Mr. Iannuzzi's wife.

/9/ Includes 22,206 shares of Common Stock subject to immediately
exercisable options. Also includes 277,656 shares of Common
Stock held by Mr. Karp individually; 50,428 shares of Common
Stock held by Mr. Karp for the benefit of his children, and
3,008 shares of Common Stock held by Mr. Karp as agent for
Harriet M. Alpert. The number of shares reported for Mr. Karp
also includes 656,854 shares of Common Stock held by Ms.
Alpert, as to which Mr. Karp shares voting and investment
power. The number of shares reported for Mr. Karp <PAGE> includes
119,647 shares of Common Stock owned by Mr. Karp's wife, as to
which Mr. Karp disclaims beneficial ownership.

/10/ Senior Vice President of the Bank. Includes 8,605 shares of
Common Stock subject to an immediately exercisable option,
3,181 shares of Common Stock held by Mr. Kenny individually;
and 120 shares of Common Stock held by Mr. Kenny jointly with
his minor son and as to which he has shared voting and
investment power. Also includes 1,100 shares of Common Stock
held Mr. Kenny's wife and 218 shares of Common Stock held by
Mr. Kenny's wife jointly with his two minor children, as to
which 1,318 shares of Common Stock Mr. Kenny disclaims
beneficial ownership.

/11/ Includes 6,034 shares of Common Stock subject to an
immediately exercisable option, and 20,082 shares of Common
Stock.

/12/ Includes 7,246 shares of Common Stock subject to an
immediately exercisable option.

/13/ Includes 8,459 shares of Common Stock subject to an
immediately exercisable option; 20,381 shares of Common Stock
held individually by Mr. Lesnik; and 4,265 shares of Common
Stock beneficially owned by Mr. Lesnik's wife, as to which Mr.
Lesnik disclaims beneficial ownership.

/14/ Includes 1,183 shares of Common Stock subject to an
immediately exercisable option and 1,155 shares of Common
Stock held by Ms. McFarland's husband.

/15/ Includes 7,246 shares of Common Stock subject to an
immediately exercisable option. Mr. Owen has sole voting and
investment power with respect to 4,410 shares of Common Stock
held by him individually and shared voting and investment
power with respect to 5,374 shares of Common Stock held
jointly with his wife.

/16/ Senior Vice President of the Bank. Shares beneficially owned
by Mr. Perry, Jr. include 8,685 shares of Common Stock subject
to an immediately exercisable option and 11,372 shares of
Common Stock held by Mr. Perry, Jr. jointly with his wife and
as to which he has shared voting and investment power.

/17/ Includes 6,034 shares of Common Stock subject to an
immediately exercisable option.

/18/ Includes 4,821 shares of Common Stock subject to an
immediately exercisable option; 6,547 shares of Common Stock
held by Mr. Williams individually; 660 shares of Common Stock
held by him jointly with his wife and as to which he has
shared voting and investment power; 1,436 shares of Common
Stock held by him as trustee for the benefit of his son; 7,845
shares of Common Stock held by Mr. Williams jointly with his
brother and as to which he has shared voting and investment
power; and 3,306 shares of Common Stock held by Mr. Williams'
wife.

/19/ Includes 159,944 shares of Common Stock subject to immediately
exercisable options.

ITEM 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Board's
Audit Committee, has selected the independent certified public
accounting firm of KPMG Peat Marwick LLP as Bancorporation's
independent auditors to audit the books, records and accounts of
the Company for the year ending December 31, 1998. Shareholders
will have an opportunity to vote at the Annual Meeting on whether
to ratify the Board's decision in this regard.

<PAGE>

A representative of KPMG Peat Marwick LLP is expected to be
present at the Annual Meeting. Such representative will have an
opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions.

Submission of the selection of the independent auditors to the
shareholders for ratification will not limit the authority of the
Board of Directors to appoint another independent certified public
accounting firm to serve as independent auditors if the present
auditors resign or their engagement otherwise is terminated. If
the shareholders do not ratify the selection of KPMG Peat Marwick
LLP at the Annual Meeting, the Company intends to call a special
meeting of shareholders to be held as soon as practicable after the
Annual Meeting to ratify the selection of another independent
certified public accounting firm as independent auditors for the
Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL
OF THE SELECTION OF KPMG PEAT MARWICK LLP.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Bancorporation's
directors and executive officers, and persons who own more than 10%
of a class of Bancorporation's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership in Bancorporation common stock and
other equity securities. Securities and Exchange Commission
regulations require directors, executive officers and greater than
10% shareholders to furnish Bancorporation with copies of all
Section 16(a) reports they file.

To Bancorporation's knowledge, based solely on review of the
copies of such reports furnished to Bancorporation and written
representations that no other reports were required, during the
year ended December 31, 1997, all Section 16(a) filing requirements
applicable to its directors, executive officers, greater than 10%
shareholders were complied with, except that Messrs. Cruz, Dorman,
Fischman, Iannuzzi, Karp, Lazarus, Lenihan, Lesnik, Owen, Schwartz,
and Williams, Ms. McFarland, Messrs. Boyle, Campo, Kenny and Perry
and Ms. Rogoff each failed to timely file a statement of changes in
beneficial ownership on Form 4 with respect to one transaction in
which stock options were granted.

OTHER BUSINESS OF THE MEETING

The Board of Directors is not aware of, and does not intend to
present, any matter for action at the Annual Meeting other than
those referred to in this Proxy Statement. If, however, any other
matter properly comes before the Annual Meeting or any adjournment,
it is intended that the holders of the proxies solicited by the
Board of Directors will vote on such matters in their discretion in
accordance with their best judgment.

ANNUAL REPORT

Bancorporation's Annual Report to Shareholders, containing
financial statements for the year ended December 31, 1997, is being
mailed with this Proxy Statement to all shareholders entitled to
vote at the Annual Meeting. Such Annual Report is not to be
regarded as proxy solicitation material.

A COPY OF BANCORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1997 (THE "FORM 10-K"), EXCLUDING EXHIBITS,
WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER OF RECORD AS OF
MARCH 6, 1998 AS SOON AS IT IS AVAILABLE, UPON WRITTEN REQUEST TO
JAMES BOYLE, BROAD NATIONAL BANCORPORATION, 905 BROAD STREET,
NEWARK, NEW JERSEY 07102. Bancorporation will provide a copy of
any exhibit to the Form 10-K to any such person upon written
request and the payment of Bancorporation's reasonable expenses in
furnishing such exhibits.

SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

It is presently anticipated that the 1999 Annual Meeting of
Shareholders will be held on April 15, 1999. Shareholder proposals
intended for inclusion in the proxy statement for the 1999 Annual
Meeting of Shareholders must <PAGE> be received at the Company's offices,
located at 905 Broad Street, Newark, New Jersey 07102, within a
reasonable time before the solicitation with respect to the meeting
is made, but in no event later than November 25, 1998. Such
proposals must also comply with the other requirements of the proxy
solicitation rules of the Securities and Exchange Commission.
Shareholder proposals should be addressed to the attention of the
Secretary of Bancorporation.

By Order of the Board of Directors

/s/ Donald M. Karp
Donald M. Karp
Chairman of the Board and
Chief Executive Officer
March 25, 1998
Newark, New Jersey

<PAGE>
APPENDIX -- PROXY

PROXY
1998 ANNUAL MEETING OF SHAREHOLDERS

BROAD NATIONAL BANCORPORATION
905 Broad Street
Newark, NJ 07102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Peter Kenny,
Richard Saitta and Fred S. Campo, and each of them, jointly and
severally, as proxies of the undersigned, with full power of
substitution, to vote all of the shares of common stock of Broad
National Bancorporation (the "Corporation") standing in the name
of the undersigned as of the close of business on March 6, 1998
and which the undersigned is entitled to vote, and hereby grants
discretionary authority to cumulate the undersigned's votes in
the election by the holders of common stock of directors for any
nominee other than a nominee as to which the undersigned has
withheld authority to vote (the authorization to cumulate votes
may be withheld by lining through or otherwise striking out the
words following the preceding comma), at the annual meeting of
the shareholders of the Corporation to be held April 16, 1998 and
at any adjournment or adjournments thereof, as fully and with the
same effect as the undersigned might or could do if present in
person, with respect to the following matters, all as set forth
in the Notice of Annual Meeting of Shareholders and Proxy
Statement, dated March 25, 1998:

(1) Election of twelve directors to hold office for a term
expiring at the 1999 Annual Meeting of Shareholders of the
Corporation.

____ FOR all nominees listed below (except as
marked to
the contrary below)

____ WITHHOLD AUTHORITY to vote for all nominees
listed below

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME BELOW:

NOMINEES: Licinio Cruz; John A. Dorman; Arthur
Fischman; John J. Iannuzzi; Donald M. Karp;
James J. Lazarus; Edward J. Lenihan; Stanley
J. Lesnik; Catherine McFarland; Louis J.
Owen; A. Harold Schwartz; Hubert Williams.

(2) Ratification of the selection of the accounting firm of KPMG
Peat Marwick LLP as

<PAGE>

the Corporation's independent auditors for the year ending
December 31, 1998.

____ FOR ____ AGAINST ____ ABSTAIN

In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS MADE, THE SHARES REPRESENTED HEREBY SHALL BE VOTED
FOR THE PROPOSALS SPECIFICALLY SET FORTH ABOVE. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.

Please sign exactly as your name appears on stock
certificates(s). Where stock is issued in two or more names, all
should sign. If signing as attorney, executor, administrator,
trustee or guardian, give full title as such. A corporation
should sign by an authorized officer and affix seal. A
partnership should sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PREPAID ENVELOPE.

Dated: _______________________________________, 1998

Signature: ___________________________________________

Signature: ___________________________________________
(If held jointly)

____ STOP ANNUAL REPORT MAILINGS
TO THIS SHAREHOLDER SINCE
DUPLICATE COPIES NOW COME TO
THIS ADDRESS

</TABLE>