<PAGE>
                                                                   Exhibit 10(b)

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") made effective as of May 25,
2003 by and among CITY NATIONAL BANK OF NEW JERSEY (the "Bank") a national
banking association, CITY NATIONAL BANCSHARES CORPORATION (the "Corporation"), a
New Jersey corporation, each with its principal office at 900 Broad Street,
Newark, New Jersey (the Bank and the Corporation sometimes collectively referred
to as the "Employer"), and LOUIS E. PREZEAU ("Executive").

      WHEREAS, the Corporation is a bank holding company, and the Bank is a
wholly-owned subsidiary of the Corporation; and

      WHEREAS, the Bank, the Corporation and the Executive have previously
entered into an Employment Agreement effective as of May 24, 2000, which
Employment Agreement is hereby revised, amended and extended pursuant to and in
accordance with the terms of this Employment Agreement; and

      WHEREAS, the Bank and the Corporation desire to continue to retain the
services of Executive as President and Chief Executive Officer of the
Corporation and the Bank for the period provided in this Agreement and subject
to the terms and conditions hereof; and

      WHEREAS, Executive is willing to serve in the employ of the Bank and the
Corporation as President and Chief Executive Officer on a full-time basis for
said period on the terms and conditions specified herein,

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:

      1. POSITION AND RESPONSIBILITIES.


      (a) During the period of his employment hereunder, Executive shall serve
as President and Chief Executive Officer of the Corporation and the Bank.
Executive shall have such duties as are customarily or appropriately vested in
the President and Chief Executive Officer of a publicly-held bank holding
company and a national bank, and as from time to time may be prescribed by the
Board of Directors of the Corporation (the "Board"), provided such duties are
consistent with Executive's present duties and with Executive's current position
as the President and Chief Executive Officer of the Employer. During the period
of his employment hereunder, Executive shall devote substantially all of his
business time, attention, skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation and management of the Employer.
<PAGE>
      (b) During the period of employment hereunder, Corporation shall elect
Executive as a director of the Bank and shall nominate and recommend the
Executive for election as a director of the Corporation.

      2. TERM. The period of Executive's employment under this Agreement shall
be deemed to have commenced as of the effective date first above written and
shall continue for a period of three (3) years thereafter. Thereafter, subject
to Section 9(b) hereof, the Employer may, in its discretion, renew this
Agreement upon such terms and conditions as shall be mutually agreeable to the
parties.

      3. COMPENSATION AND RELATED MATTERS.


      (a) Salary. As compensation for the responsibilities and duties described
in Section 1, the Employer shall pay Executive an annual salary of $200,000
during the first year of employment (such annual salary as adjusted from time to
time, the "Base Salary"), payable biweekly. Executive's Base Salary shall be
increased by two percent (2%) of the then current amount thereof effective on
each of May 25, 2004 and 2005. Executive's Base Salary may be further increased
during the second and third year of employment as determined by the Board or a
duly appointed committee. At Executive's option and expense, the Executive may
defer part of his salary pursuant to Section 83 of the Internal Revenue Code,
and Executive shall be responsible for notifying Employer of such election and
making all necessary arrangements for such deferral (with respect to any trusts
or other agreements relating thereto). In addition to his Base Salary, Executive
shall be entitled to the same director's fees as other directors of the Bank and
the Corporation. The difference between the Base Salary amount which would have
been paid to Executive between the effective date of this Agreement and the date
this Agreement is executed by the parties hereto, and the amount that was
actually paid to Executive as base salary during such time period shall be paid
to Executive (subject to normal payroll withholdings) within thirty (30) days of
the date this Agreement is executed by all the parties hereto.

      (b) Employee Benefits. So long as Executive shall be employed hereunder,
the Employer shall provide Executive, at no cost to Executive, with all such
other benefits as are provided uniformly to permanent full-time employees of the
Bank. In addition, Executive will be entitled to incentive compensation and
bonuses as provided in any plan of the Employer in which officers of the Bank
are eligible to participate.

      (c) Expenses. In addition to the salary and other benefits provided
hereunder, the Employer shall reimburse Executive for all reasonable travel,
commutation and other expenses incurred and accounted for by Executive in
performing his obligations under this Agreement. Employer's reimbursement
obligation hereunder shall be subject to Employer's reimbursement policies and
procedures as adopted and amended from time to time. In addition, Executive
shall receive an annual, non-accountable expense allowance equal to $18,000.
Executive may receive advances for business expenses to be incurred by Executive
in accordance with normal business practices. The non-accountable expense
allowance for 2003 shall be reduced by whatever non-accountable expense
allowance Executive received prior to the effective date of this Agreement for
2003.



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<PAGE>
      (d) Life Insurance. So long as Executive is employed by the Employer
hereunder, the Employer shall pay, for the benefit of Executive, 100% of that
amount of annual premium on life insurance policy no. 37-627041 issued by the
Equitable Life insurance Company as is allocable to a death benefit of up to
three (3) times the Executive's annual Base Salary then in effect. Executive
shall be the owner of such policy and shall be entitled to exercise all rights
of ownership of such policy, including naming the beneficiary of such policy.

      (e) Automobile. So long as Executive is employed hereunder, the Employer
shall provide Executive, for his exclusive use, with an automobile of
Executive's choice (new or used), having a purchase price not in excess of
$50,000 or a lease cost not in excess of $1,000 per month and which is no more
than three (3) years old. The Employer shall pay (or reimburse Executive for)
all expenses related to the operation, maintenance and up-keep of such
automobile, including insurance, gas, service and repairs.

      (f) Vacation. Executive shall be entitled to six weeks paid vacation per
year, of which up to two weeks vacation may be carried forward to the next year
(entitling Executive to a maximum of eight weeks vacation in any one year if two
weeks of vacation from the prior year were not used). Time spent at banking
conventions shall not be counted as vacation time. Executive will be compensated
for all unused vacation at the termination of his employment for any reason (to
extent Executive would have been entitled to such vacation time in the year of
termination).

      (g) Conventions. Employer shall reimburse Executive and his spouse for all
expenses related to their attendance at three banking conventions a year
selected by the Executive (such as the National Bankers Association, the New
Jersey Bankers Association and the American Bankers Association, etc.).

      (h) Financial Tax/Legal Consultant. Employer shall reimburse Executive for
expenses related to the consultation of a financial tax/legal consultant for his
personal finances. This benefit is available for one time anytime during the
term of this Agreement.

      (i) Annual Medical Checkup. Employer shall reimburse Executive for the
expenses related to an annual, complete physical.

      4. PERFORMANCE BONUS.


      (a) Calculation of Bonus. Executive shall be entitled to an annual
performance bonus ("Performance Bonus") commencing with and for the calendar
year ended 2003, equal to the following:


      (a)   Calculation of Bonus. Executive shall be entitled to an annual
            performance bonus ("Performance Bonus") commencing with and for the
            calendar year ended 2003, equal to the bonus amount opposite the
            applicable ROE amount for such year as follows:


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<PAGE>
<TABLE>
<CAPTION>
  TIER        ROE*                            BONUS AMOUNT
  ----        ----                            ------------
<S>        <C>           <C>
   1         0 < 10%                                0
               -

   2       > 10 < 15%    10% of the amount by which the Corporation's net
                -
                         income (less preferred dividends) for such year
                         exceeds 10% of the Corporation's average common equity
                         for such year but is less than 15% of the
                         Corporation's average common equity for such year.

   3          >15%       The Tier 2 Bonus Amount, PLUS 20% of the amount by
                         which the Corporation's net income (less preferred
                         dividends) for such year exceeds 15% of the
                         Corporation's average common equity for such year.
</TABLE>

*Return on average common equity of the Corporation.

For purposes of this chart, average common equity shall mean the average
stockholders' equity for the Corporation less preferred stock.

      In any year, the Board has the discretion to increase the Performance
Bonus award over the level indicated above.

      (b) Payment of Performance Bonus. The Performance Bonus shall be paid in
cash, the Corporation's common stock, or any combination thereof, as the
Executive shall decide subject to the limitations set forth below.


            (i) If all or any portion of the Performance Bonus is to be paid in
cash, such cash payment shall be made within thirty (30) days after the
Corporation has received the final year-end audit report for the Corporation and
the Bank prepared and certified by the Corporation's independent auditors.

            (ii) If all or any portion of the Performance Bonus is to be paid in
the Corporation's common stock, the number of shares issued to Executive in
satisfaction of the Performance Bonus shall be determined based on the then
applicable fair market value of such shares as determined by the Board, giving
appropriate weight to the lack of marketability of such shares.

      At the Executive's option and expense, Executive may defer part of his
Performance Bonus; provided Executive shall be responsible for notifying
Employer of such deferral and making all necessary arrangements for such
deferral (with respect to any trusts or other agreement relating thereto).

      (c) Pro Rata Share on Termination. In the event the Executive's employment
shall be terminated for any reason (including, without limitation, the death or
disability of the Executive) other than by the Employer for "cause" or by the
Executive for other than "Good Reason", prior


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to the expiration of the term hereof, the Executive shall nonetheless be
entitled to receive a bonus payable in accordance with the terms hereof equal to
(i) the Performance Bonus to which the Executive would otherwise be entitled as
calculated in accordance with Section 4(a) hereof, multiplied by (ii) a fraction
the numerator of which is the number of days employed by the Executive during
the year in which the Executive's employment was terminated and the denominator
of which is 365.

      (d) Certification of Bonus. If Executive and Employer shall disagree as to
the amount of the Performance Bonus, the Employer shall request the Employer's
independent auditors to prepare a certificate showing the amount of net
operating profit, common stockholders' equity and the Performance Bonus. Such
certificate shall be binding upon the parties, absent manifest error.

      5. RESTRICTED STOCK; STOCK OPTIONS.


      (a) The Board will consider each year in conjunction with the Executive's
annual review, the outright grant of shares of the Corporation's common stock or
the granting of an option to purchase shares of the Corporation's common stock
(such shares being the "Option Shares").

      (b) The exercise price to be paid by Executive for each Option Share (the
"Option Price") shall be determined by the Board at the time the option is
granted. All payments of the exercise price must be made in cash in full at the
time of delivery of the Option Shares to Executive. Executive may exercise the
option granted hereunder and purchase Option Shares by giving written notice of
his election to exercise his option hereunder. The notice shall comply with
Section 22 hereof, and shall state the number of Option Shares which Executive
desires to purchase.

      (c) Subject to the provisions of this Section 5(c), stock options granted
to Executive under this Agreement are not transferable by the Executive other
than by will, decent and distribution, and during Executive's life time, such
stock options may be exercised only by Executive or Executive's guardian or
legal representative. Notwithstanding the foregoing, Executive may transfer
stock options and any other security issued to the Executive by the Corporation
pursuant to the terms of this Agreement to a family member of the Executive or
to one or more trusts or other legal entities organized and established for the
benefit of the Executive and/or his family members (a "Family Member") provided
such transfer is a gift. Subsequent transfers of transferred stock options are
prohibited except to other Family Members or by will or the laws of descent and
distribution. Following a transfer of a stock option, such stock option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to such transfer.

      (d) The existence of the options hereunder shall not affect in any way the
right or power of the Corporation or its stockholders to make or authorize any
or all adjustments recapitalizations, reorganizations or other changes in its
capital structure or its business, or any merger or consolidation, of the
corporation, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock or the rights thereof, or the
dissolution


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or liquidation of the Corporation, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

      (e) If after the date hereof while the options are outstanding, the
Corporation shall effect a subdivision or combination of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of
the number of shares of common stock outstanding (other than the issuance or
repurchase of shares for fair consideration), then (i) in the event of an
increase in the number of such shares outstanding, the number of Option Shares
then subject to the option shall be proportionately increased and the Option
Price shall be proportionately reduced, and (ii) in the event of a reduction in
the number of such shares outstanding, the number or Option Shares then subject
to the option shall be proportionately reduced and the Option Price shall be
proportionately increased.

      (f) Executive acknowledges that the shares of common stock issued to the
Executive under Section s 4 and 5 of this Agreement, including, without
limitation, the Option Shares may be "restricted stock" within the meaning of
Rule 144 of the Securities Act of 1933, as amended, and may be disposed of only
in accordance with Rule 144.

      6. TERMINATION UPON DISABILITY.


      (a) Employer may terminate Executive's employment hereunder upon the
occurrence of Executive' Disability. As used herein, the terms "Disability" or
"Disabled" shall mean the inability of the Executive, by reason of injury,
illness or other similar cause, to perform a major part of his duties and
responsibilities in connection with the conduct of the business and affairs of
the Employer for a period of six (6) consecutive months. The determination of
whether the Executive is Disabled shall be made by the majority vote of the
Board, whose decision on this matter shall be final. Executive hereby authorizes
any physician, hospital or health care professional to furnish to the Employer
medical records covering his health or physical condition, but only in the event
that Executive is unable to perform a major part of his duties or
responsibilities for one (1) month.

      (b) Upon termination for Disability, Executive shall be entitled to
receive all compensation and benefits under Section 3 of this Agreement accrued
through the date of such termination, and the amount of any unpaid Performance
Bonus calculated in accordance with Section 4 hereof. In addition, the Executive
shall be entitled to long term disability benefits which shall be provided
pursuant to (i) any group disability insurance policy in which Executive is a
participant and (ii) an additional long-term disability policy providing such
amount of disability benefit as is necessary to cause the total amounts of
disability benefits under this Section 5(b), exclusive of amounts referred to in
the first sentence of this Section 5(b), to equal two-thirds of the Executive's
annual Base Salary in effect at the time of termination for Disability. Premiums
on the additional policy referred to in the preceding clause (ii) shall be paid
by Employer so long as Executive shall be employed hereunder.

      7. TERMINATION UPON DEATH. Executive's employment hereunder shall be
immediately terminated upon his death, in which case Employer shall pay
Executive's


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beneficiaries or his estate: (a) the amount of any accrued but unpaid Base
Salary pursuant to Section 3(a), (b) the amount of any unpaid Performance Bonus
calculated in accordance with Section 4 hereof, (c) Executive's other accrued
and unpaid benefits pursuant to Section 3. In addition, the Employer shall
continue all health insurance benefits for Executive's family member (which his
family members were receiving on the date of death) for one (1) year after the
date of death at the Employer's expense. Thereafter, the Employer shall have no
further obligation to compensate Executive except as expressly provided in this
Agreement.

      8. TERMINATION FOR CAUSE.

      (a) Employer may, at any time, terminate the Executive's employment for
"cause", defined as: (i) breach of fiduciary duty involving personal dishonesty
(ii) commission of a felony or of a misdemeanor involving dishonesty or moral
turpitude, or (iii) commission of embezzlement or fraud against Employer or any
of its affiliates, in each case which is material in amount or in injury to the
Employer or its reputation, (iv) continuous or habitual alcohol or drug abuse,
(v) habitual unexcused absence, or (vi) continuous gross negligence or willful
disregard for his duties hereunder. For purposes of this Section , no act, or
the failure to act, on Executive's part shall be considered "willful" unless
such act or failure to act was in bad faith, and without reasonable belief that
the action or omission was in the best interests of the Employer.

      (b) Upon termination of Executive's employment for "cause," Executive
shall be entitled to receive only the amount of any compensation and benefits
accrued and unpaid pursuant to Section 3 of this Agreement, but shall be
entitled to no further compensation or benefits hereunder.

      9. TERMINATION WITHOUT CAUSE: FAILURE TO RENEW SEVERANCE.


      (a) Except as otherwise provided herein, upon the termination of
Executive's employment by the Employer without "cause", the Employer shall pay
to Executive in one lump sum (in addition to (i) the amount of any accrued but
unpaid salary pursuant to Section 3(a), (ii) any unpaid Performance Bonus
calculated in accordance with Section 4 hereof, and (iii) Executive's other
accrued and unpaid benefits pursuant to Section 3) (1) an amount equal to two
times Executive's then applicable Base Salary, plus (2) an amount equal to
Executive's then most recently earned Performance Bonus.

      (b) Upon the expiration of this Agreement, if the Employer shall fail to
offer to renew this Agreement on substantially the same terms then in effect or
such other terms as shall be acceptable to Executive, the Employer shall pay to
the Executive (in addition to (i) the amount of any accrued but unpaid salary
pursuant to Section 3(a), (ii) any unpaid Performance Bonus calculated in
accordance with Section 4 hereof, and (iii) Executive's other accrued and unpaid
benefits pursuant to Section 3) in one lump sum (1) an amount equal to two times
Executive's then applicable Base Salary, plus (2) an amount equal to Executive's
then most recently earned Performance Bonus.



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<PAGE>
      10. CONTINUATION OF BENEFITS FOLLOWING TERMINATION. In the event
Executive's Employment is terminated pursuant to Sections 6, 9 or 11(a) hereof,
the Employer shall cause to be continued for two (2) years following the date on
which Executive's employment is terminated, life and health coverage
substantially identical to any group coverage in which Executive participated
prior to termination, provided, however, that the Employer's obligation under
this Section 10 shall cease prior to expiration of such two (2) year period upon
(i) Executive's full-time employment by another employer, or (ii) the
Executive's death (subject to the provisions of Section 7).

      11. TERMINATION BY EXECUTIVE.


      (a) Executive may at any time for "Good Reason" voluntarily terminate his
employment hereunder by giving Notice of Termination in accordance with Section
12 hereof, in which case Executive shall be entitled to receive liquidated
damages and full satisfaction of any claims Executive may otherwise have
hereunder (in addition to (i) the amount of any accrued but unpaid salary
pursuant to Section 3(a), (ii) any unpaid Performance Bonus calculated in
accordance with Section 4 hereof, and (iii) Executive's other accrued and unpaid
benefits pursuant to Section 3).

      (b) If Executive terminates his employment other than for "Good Reason",
he shall be entitled to the amount of any compensation and benefits accrued and
unpaid pursuant to Section 3 of this Agreement as of the date of such
termination, but shall be entitled to no further compensation or benefits.

      (c) As used herein, "Good Reason" shall mean:

            (i) any change in control (A) of a nature that would require
approval under the Change in Bank Control Act, 12 U.S.C. Section 1817(j) or its
successor provisions and the regulations promulgated thereunder, whether or not
such change in control is approved pursuant to that act and (B) which is not
approved by the Board prior to such change in control;

            (ii) a failure by the Employer to comply with a material provision
of this Agreement which is not cured within thirty (30) days after notice of
such noncompliance has been given by Executive to the Employer; or

            (iii) a failure of the stockholders of the Corporation to elect
Executive as a director of the Corporation at a stockholders meeting held during
the term of this Agreement at which the Executive is up for election as a
director of the Corporation.

      12. NOTICE OF TERMINATION. Any purported termination by the Executive or
by the Employer shall be communicated by a Notice of Termination (as defined
below) to the other party thereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provisions in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated. Unless


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otherwise specified therein, a Notice of Termination shall be deemed effective
in accordance with Section 22.

      13. NON-COMPETITION; NON-DISCLOSURE.


      (a) Upon (i) voluntary termination by Executive of his employment
hereunder for any reason other than Good Reason, (ii) termination of Executive's
employment by the Employer for Cause, or (iii) expiration of this Agreement,
Executive agrees not to compete with the Employer or any of its affiliates for a
period of one (1) year following such termination within a 60 mile radius from
the Bank's main office located at 900 Broad Street, Newark, New Jersey.
Executive agrees that during such period and within said radius, Executive will
not work for or advise, consult or otherwise serve with, directly or indirectly,
any entity whose business materially competes with the depository, lending or
other business activities of the Employer or any affiliate. The parties hereto,
recognizing that irreparable injury will result to the Employer, its business
and property in the event of Executive's breach of this Section, agree that in
the event of any such breach by Executive, the Employer will be entitled, in
addition to any other remedies and damages available, to an injunction to
restrain the violation hereof by Executive, Executive's partners, agents,
servants, employers, employees and all persons acting for or with the Executive.

      (b) Executive agrees not to disclose, during or after the term of his
employment, any knowledge of the past, present, planned or considered business
activities of the Employer or affiliates thereof to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever.
Notwithstanding the foregoing, Executive may disclose any knowledge of, banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Employer. In
the event of a breach or threatened breach by the Executive of the provisions of
this Section, the Employer shall be entitled to an injunction restraining
Executive from disclosing, in whole or in part, the knowledge of the past,
present, planned or considered business activities of the Employer or affiliates
thereof, or from rendering any services to any person, firm, corporation,
association or other entity to whom such knowledge, in whole or in part, has
been disclosed or is threatened to be disclosed. Nothing herein will be
construed as prohibiting the Employer from pursuing any other remedies available
to the Employer for such breach or threatened breach, including the recovery of
damages from Executive.

      14. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. This Agreement
contains the entire understanding between the parties hereto and supersedes any
prior employment agreement between or among the Bank, the Corporation and
Executive.


      15. BINDING EFFECT. This Agreement shall be binding upon, and inure to the
benefit of, Executive, the Bank, the Corporation and their respective heirs,
personal representatives, successors and assigns.





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      16. MODIFICATION AND WAIVER.


      (a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.

      (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.

      17. SEVERABILITY. If, for any reason, any provision of this Agreement, or
any part of any provision, is held invalid, such invalidity shall not affect any
other provision of this Agreement or any part of such provision not held so
invalid and each such other provision and part thereof shall to the full extent
consistent with law continue in full force and effect.

      18. HEADINGS FOR REFERENCE ONLY. The headings of Section s and paragraphs
herein are included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.


      19. GOVERNING LAW. This Agreement has been executed and delivered in the
State of New Jersey, and its validity, interpretation, performance, and
enforcement shall be governed by the laws of the State of New Jersey.


      20. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, in accordance
with the rules of the American Arbitration Association. Judgment may be entered
on the arbitrator's award in any court having jurisdiction. Notwithstanding the
foregoing, Employer may seek an injunction or other equitable relief in a court
of competent jurisdiction regarding violations of the Executive's covenants set
forth in Section 13.

      21. REFERENCES TO EMPLOYER; CONSTRUCTION. All references to Employer shall
mean each of the Bank and the Corporation, and both of them collectively, as the
context may require. All compensation, benefits and other amounts paid to
Executive are from the Bank and the Corporation collectively, and nothing herein
shall be deemed to entitle Executive to duplicate compensation or benefits. All
references to the singular shall include the plural, and vice-versa, and
reference to one gender shall include the other gender, as the context requires.



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<PAGE>
      22. NOTICES. All notices required or permitted to be given herein shall be
in writing and delivered to the parties at the following addresses:


If to the Bank and/or the Corporation:

         City National Bank of New Jersey
         900 Broad Street
         Newark, New Jersey 07102
         Attn:  Chairman of the Board of Directors

If to Executive:

         Louis E. Prezeau
         85-27 Edgerton Boulevard
         Jamaica, New York 11532

or, at such other address as each party may designate in writing to the other
parties. All notices shall be effective, if by mail, two days after mailing, and
in all other instances upon delivery.

23. INDEMNIFICATION AND COOPERATION. Employer agrees to continue and maintain a
directors' and officers' liability insurance policy covering the Executive to
the extent the Employer provides such coverage for other executive officers,
including, without limitation, insurance coverage after the termination of this
Agreement. Employer shall indemnify Executive to the same extent the Employer
indemnifies its then current executive officers, including, without limitation,
indemnification after the termination of this Agreement. Following the
termination of this Agreement, to the extent reasonably requested by Employer,
Executive shall cooperate with Employer on matters involving Executive's unique
personal knowledge, including the defense of any action brought by any third
party against Employer. The obligation of Executive to cooperate as provided for
above shall be conditioned upon (a) reasonable prior to the Executive by the
Company of any request for such cooperation, (b) no interference as a result of
such cooperation with Executive's other activities, (c) no conflict of interest
between Executive and Employer exists in the subject matter of such cooperation,
(d) Executive is compensated for his time devoted to such cooperation in excess
of three (3) hours in any calendar month, and (e) Executive is provided with
prompt expense reimbursements and advances for reasonable out-of-pocket expenses
incurred in connection with such cooperation.



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      IN WITNESS WHEREOF, the Bank and the Corporation have caused this
Agreement to be executed by their duly authorized officers, and the Executive
has duly executed this Agreement.

                                     CITY NATIONAL BANCSHARES CORPORATION,
                                     a New Jersey corporation

                                     By: /s/ Eugene Giscombe
                                     -----------------------
                                     Title:  Chairman of the Board

                                     CITY NATIONAL BANK OF NEW JERSEY,
                                     a national banking association

                                     By: /s/ Eugene Giscombe
                                     -----------------------
                                     Title:  Chairman of the Board

                                     By: /s/ Louis E. Prezeau
                                     ------------------------
                                     Title:  President and CEO

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