Valley Federal Savings & Loan, facing a takeover threat from Citadel Holding, replaced Donald C. Headlund, 53, as president and chief executive with a four-member office of the chief executive. However, David Fleming, Valley Federal's outside counsel, said the change "is not related to the Citadel matter." Headlund, who remains on Valley Federal's board, had been chief executive since February.

The new panel consists of Joseph R. Biafora, chairman; Dan E. Nelms, chief lending officer; Jack R. Allewaert, chief financial officer, and Michael Laurin, chief operating officer.

Citadel, the Glendale-based parent of Fidelity Federal Savings & Loan, last week said it obtained options to buy 28% of Valley Federal's stock and is seeking a merger. Van Nuys-based Valley Federal, the biggest S&L; in the San Fernando Valley with $3.1 billion in assets, has not yet responded to the announcement.

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