BROAD NATIONAL BANK

               LONG-TERM CAPITAL ACCUMULATION PLAN
                          PLAN DOCUMENT


1.0  PLAN OBJECTIVES

     1.1  Provide a balance between short-term and long-range
          performance objectives.

     1.2  Provide strong financial incentive for key management
          to achieve long-term corporate objectives that relate
          to Broad National Bank's profitability and growth
          results.

     1.3  Provide an additional opportunity for increasing the
          Awards based on increased shareholder value.

2.0  PARTICIPATION

     2.1  Participation is limited to Top Management (the
          Chairman/Chief Executive officer and President/Chief
          Operating Officer of Broad National Bank, constituting
          Tier I of the Bank) and Senior Management (the senior
          officers of Broad National Bank constituting Tier II of
          the Bank), as selected and approved by the Committee of
          disinterested outside directors constituted pursuant to
          Section 5.1 below (the "Plan Administrators").

     2.2  A participant must be actively employed at the
          conclusion of the three (3) year Performance Period in
          order to be eligible to receive an Award.  Participants
          whose employment terminates during the Performance
          Period will forfeit all Awards for such Performance
          Period.  The Plan Administrators at their sole
          discretion may provide an Award under the terms of the
          Plan.

3.0  PERFORMANCE AWARDS

     3.1  The Performance Period cycles over three (3) years, and
          for the first Performance Period, will commence on
          January 1, 1996 and end on December 31, 1998.  The Plan
          will cycle two additional times, January 1, 1999
          through December 31, 2001, and January 1, 2002 through
          December 31, 2004, for a total of nine (9) years.



          1996  1997 1998  1999  2000   2001 2002   2003  2004

            P          A                  D
                             P            A                 D
                                               P            A

                P = Performance measure established
                A = Award earned 
                D = Award distributed

     3.2  Awards are specified at the beginning of each three (3)
          year Performance Period and earned at the end of the
          period.

     3.3  Performance will be measured against increases in
          shareholder value over the three (3) year Performance
          Period, as indicated by Return on Equity, as well as
          the Bank's Efficiency Ratio, equal to or better than
          peer banks.  The Plan Administrators will establish
          appropriate peer banks for each specific Performance
          Period.  In addition, the Plan Administrators may
          select other similar performance indices, as necessary.


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     3.4  Three (3) year Awards are equal to a percentage of a
          participant's base salary at the beginning of the
          Performance Period, as follows:

               Tier I   CEO and President              100%
               Tier II  Senior Management               70%

     3.5  Threshold performance will be determined at the
          beginning of the Performance Period by the Plan
          Administrators and must be met before any Awards will
          be paid.

     3.6  Awards will be paid in a combination of 60% stock and
          40% cash, with the cash portion being awarded to offset
          the potential tax liability.  The Plan Administrators
          may, prior to the beginning of any Performance Period,
          change the ratios of stock to cash for that period.

     3.7  For purposes of determining the number of shares of
          stock to be paid as part of the Award, the stock price
          will be the average closing sale price of Broad
          National Bancorporation's Common Stock over the prior
          30 business days preceding the beginning of each
          Performance Period.  The stock price (regardless of
          whether at the beginning or the end of the Performance
          Period) has no effect on the aggregate Award being
          distributed to a participant, although the stock price
          at the beginning of the Performance Period as
          determined pursuant to the immediately preceding
          sentence is relevant for purposes of determining the
          number of shares issued as part of an Award.  For
          example, if an aggregate Award of $100,000 is being
          distributed to a participant in the form of $60,000 of
          stock and $40,000 in cash, the number of shares of
          stock so issued to the participant shall be determined
          by dividing $60,000 by the stock price at the beginning
          of the Performance Period.  If such stock price is $10
          per share, for example, a total of 6,000 shares would
          be issued (regardless of the stock price at the end of
          the Performance Period or as of the date the stock is
          issued).  For income tax purposes, however, the shares
          will be valued as of the date vested.

     3.8  Awards paid in stock will become immediately vested on
          the date of issuance, and participants will have full
          rights to the stock (dividends and voting rights). 
          However, the stock may not be sold, transferred, or
          collateralized for three years from the date of
          issuance, under any circumstances, without the prior
          approval of the Plan Administrators.  Regardless of
          whether the prior approval of the Plan Administrators
          has been obtained for any sale, transfer or
          collateralization of stock, all shares issued to a
          participant under the Plan must be held at least six
          months from the date of issuance before any such sale,
          transfer or collateralization may be made.  Any resale
          must be in accordance with Federal and State Securities
          Laws.

     3.9  Awards may be increased based on the level of
          performance actually achieved, subject to the
          determination of the Plan Administrators.  The
          aggregate number of shares of Broad National
          Bancorporation Common Stock that may be awarded under


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          the Plan is limited to 400,000 shares, subject to
          increase or decrease in the event of a change in the
          capital structure of Broad National Bancorporation.

     3.10 Additional Plan Feature:

          a.   At the sole discretion of the Plan Administrators,
               an additional feature may be included that will
               increase the Earned Awards under the Plan, based
               on above average increases in shareholder value.

4.0  AWARD DISTRIBUTION

     4.1  Awards will be calculated and paid within a reasonable
          period following the end of the three (3) year period
          for which the Awards have been earned.

     4.2  The Bank will make appropriate withholding for income
          taxes on Awards.

     4.3  A participant who has been involuntary terminated,
          other than for Cause, may be eligible to receive a
          prorated Award at the end of the Performance Period, as
          long as he/she has at least one year participation in
          the Plan.

     4.4  Participants terminated for cause will immediately
          forfeit any Earned Awards not yet paid, and they are
          ineligible to receive any Award regardless of the
          Bank's performance.

     4.5  In the event of the death, total disability or
          retirement of a participant during the Performance
          Period, a pro-rated Award may be paid at the conclusion
          of the three (3) year period based on overall results,
          if earned, at the determination of the Plan
          Administrators.

     4.6  If a participant is demoted during the Performance
          Period into an ineligible position, he/she may be
          eligible to receive a prorated Award at the end of the
          Performance Period, as long as he/she has at least one
          year participation in the Plan.  If a participant is
          promoted into a position where the eligibility and
          Target Award changes, he/she may receive, at the
          discretion of the Plan Administrator, the higher Award. 
          If the participant is promoted into an eligible
          position, and his/her participation in the Plan has
          been approved by appropriate management, he/she may be
          eligible to receive a pro-rated Award, subject to the
          determination of the Plan Administrators.

     4.7  Each participant would agree to sign an investment
          undertaking with respect to any shares issued, if
          requested by Broad National Bancorporation, and to have
          a legend placed on the certificate(s) for such
          participant's stock to prevent resale thereof in
          violation of Federal or State Securities Laws.


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     4.8  In the event of any merger transaction in which Broad
          National Bancorporation is not the surviving
          organization, the Performance Period shall terminate
          and Awards shall be prorated by the Plan
          Administrators.

     4.9  Awards may be adjusted to reflect changes in the equity
          structure of the Bank that may affect the number of
          outstanding shares (i.e., stock dividends, stock
          splits, combination or exchange of shares, merger,
          consolidation or other change in capitalization with a
          similar effect upon the Plan or the Awards granted
          under the Plan).  The Plan Administrators shall have
          the power and sole discretion to determine the nature
          and amount of the adjustment to be made in each case.

5.0  GENERAL

     5.1  The Plan Administrators, consisting of a Committee
          comprised of two or more disinterested outside
          directors, shall be responsible for the implementation
          and ongoing administration of the Plan.

     5.2  Interpretation of all matters related to this Plan,
          including but not limited to eligibility, selection of
          participants, and the timing of the calculation and
          determination of Awards, as well as the resolution of
          any questions relating to accounting procedures of the
          Plan, shall be at the sole and final determination of
          the Plan Administrators.

     5.3  The Bank may amend or discontinue this Plan at any time
          in respect to future Awards; however, any Awards earned
          up to the date of modification or termination will be
          distributed in accordance with Plan provisions at the
          time they were earned.

     5.4  Nothing in this Plan shall be interpreted as giving any
          participant the right to be retained as an employee of
          the Bank, or of limiting the Bank's rights to control
          or terminate the service of any employee at any time in
          the course of its business.

     5.5  This Plan shall be construed in accordance with all
          applicable Federal, State, securities and regulatory
          laws.  In the event that any section, or portion of a
          section, of the Plan shall be held invalid, illegal, or
          unenforceable, that section, or portion of that
          section, shall not affect any other section hereof. 
          This Plan shall be construed and enforced as if the
          invalid, illegal, or unenforceable section, or portion
          of the section, had never been contained herein.