BROAD NATIONAL BANK

             NON-QUALIFIED DEFERRED COMPENSATION PLAN
                          PLAN DOCUMENT


1.0  PURPOSE

     The purpose of the Broad National Bank Non-Qualified
     Deferred Compensation Plan (the "Plan") is to provide funds
     for long-term capital accumulation to be used for retirement
     or other expenses for Board of Directors and certain
     executive employees by providing such Directors and
     employees with a means to defer receipt of director fees,
     salary, incentive bonuses, and/or other cash compensation to
     a future date.

2.0  DEFINITIONS

     2.1  Beneficiary.  "Beneficiary" means the person, persons,
          or entity designated by the Participant to receive any
          benefits payable under the Plan.  Any Beneficiary
          designation made by a Participant shall be made in a
          written instrument filed, received and accepted by the
          Plan Administrators.

     2.2  Bank.  "Bank" means Broad National Bank and its
          successors, any subsidiary or affiliated organizations
          authorized by the Plan Administrators to participate in
          the Plan and any organization into which or with which
          the Bank may merge or consolidate or to which all or
          substantially all of its assets may be transferred.

     2.3  Change of Control.  For purposes of this Plan, "Change
          of Control" shall mean any reorganization, merger,
          consolidation, or public offering of the Bank, with
          respect to which persons who were shareholders of the
          Bank immediately prior to such reorganization, merger,
          consolidation, or public offering do not immediately
          thereafter own, directly or indirectly, more than 50%
          of the combined voting power entitled to vote the
          Bank's then outstanding voting securities; or a
          liquidation or dissolution of the Bank or the sale of
          all or substantially all of the assets of the Bank.

     2.4  Compensation.  "Compensation" means director fees,
          salary, incentive bonuses, and/or other cash
          compensation that is paid by the Bank to a participant
          in a Plan Year.

     2.5  Deferred Account.  "Deferred Account" means the account
          maintained on the books of the Bank for each
          Participant pursuant to Article VI.  Separate Deferred
          Accounts shall be maintained for each Participant.      
          More than one Deferred Account may be maintained for
          each Participant as necessary to reflect (a) various
          interest credits and/or (b) separate year deferral
          elections.  A Participant's Deferred Account shall be
          utilized solely as a device for the measurement and
          determination of the amounts to be paid to the
          Participant pursuant to this Plan.  A Participant's
          Deferred Account shall not constitute or be treated as
          a trust fund of any kind.

     2.6  Election Form.  "Election Form" means the agreement
          filed by a Participant prior to the beginning of the
          first period for which the Participant's Compensation
          is to be deferred pursuant to the Plan and Election
          Form.  Notwithstanding the foregoing sentence, the
          Election Form for the first Plan Year of the Plan may
          be filed no later than ten days after notification of
          eligibility to participate in the Plan.



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     2.7  Participant.  "Participant" means any individual who is
          designated by the Plan Administrators to participate in
          the Plan and who elects to participate by filing an
          Election Form as provided in Article IV.

     2.8  Plan Administrators.  The Plan shall be administered by
          the Plan Administrators, consisting of three
          individuals selected by the Chairman/CEO and the
          President/COO of the Bank.  The Plan Administrators
          shall have the authority to make, amend, interpret, and
          enforce all appropriate rules and regulations for the
          administration of this Plan and decide or resolve any
          and all questions, including interpretations of this
          Plan, as may arise in connection with the Plan.  In
          addition, the Plan Administrators shall have the
          authority to select, monitor, instruct, and terminate
          any contractual relationship with a third-party Trustee
          who will be responsible to invest, manage and provide
          accounting for any deferred assets pursuant to this
          Plan.

     2.9  Plan Trustee.  If a trust is established pursuant to
          the Plan, the Plan Trustee shall be a financial
          institution selected by the Plan Administrators to
          invest, manage and maintain accounts on behalf of the
          Participants.  The Plan Trustee is responsible to
          maintain the Deferred Account, make proper
          distributions, pay taxes, purchase insurance as
          appropriate, and adhere to the rules as set forth by
          the Plan Administrators.

     2.10 Plan Year.  "Plan Year" means a twelve month period
          commencing January 1 and ending the following December
          31.  The first Plan Year shall commence on January 1,
          1996.

3.0  ADMINISTRATION

     3.1  Binding Effect of Decisions.  The decision or action of
          the Plan Administrators in respect to any questions
          arising out of or in connection with the
          administration, interpretation, and application of the
          Plan and the rules and regulations promulgated
          hereunder shall be final, conclusive, and binding upon
          all persons having any interest in the Plan.  In the
          event that a Participant or other interested party
          wishes to submit a written appeal, he or she may do so
          in writing, within sixty (60) days of the disputed
          action.   The appeal will be reviewed by the Plan
          Administrators, and the decision of the Plan
          Administrators shall be final, conclusive, and binding
          on the Participant and all persons claiming by,
          through, or under the Participant.

4.0  PARTICIPATION

     4.1  Participation.  Participation in the Plan shall be
          limited to the Board of Directors, as well as Top
          Management (the Chairman/Chief Executive Officer and
          President/Chief Operating Officer of the Bank,
          constituting Tier I of the Bank) and Senior Management
          (the senior officers of the Bank, constituting Tier II
          of the Bank) selected by the Compensation Committee of
          the Board who elect to participate in the Plan by
          filing an Election Form with the Plan Administrators. 
          An Election Form must be filed prior to the period for
          which the Compensation would be earned, and <PAGE> the
          election to participate shall be effective on the first
          day following receipt by the Plan Administrators of a
          properly executed and completed Election Form.

5.0  DEFERRED COMPENSATION

     5.1  Deferral Amount. 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 in the Election Form, and
          such specification of the deferral length is
          irrevocable and cannot be changed.

     5.2  Elective Deferred Compensation. The amount of
          Compensation that a Participant elects to defer as
          evidenced by the executed Election Form, with respect
          to each Plan Year of participation in the Plan, shall
          be credited by the Plan Administrators to the
          Participant's Deferred Account. To the extent that the
          Plan Administrators are required to withhold any taxes
          or other amounts from the Participant's deferred
          compensation pursuant to any state, Federal, or local
          law, such amounts shall be taken out of the portion of
          the Participant's Compensation that is not deferred
          under this Plan.

     5.3  Supplemental Contributions. In addition to earnings
          required to be credited to the amounts deferred under
          the Plan, the Bank may, but is not required to,
          contribute supplemental monies to the deferred account
          for any Participant. Such contribution is intended to
          reflect monies not paid by the Bank to its qualified
          plans on behalf of such Participant because of Internal
          Revenue Code limitations. For this purpose, the Bank
          may take into account Compensation, but shall not
          include any amounts earned or paid under the Bank's
          Long-Term Capital Accumulation Plan. The determination
          to make a supplemental contribution to the account of a
          Participant shall be made at the sole discretion of the
          Bank's Board of Directors, exclusive of members who are
          salaried employees of the Bank.

    5.4  Vesting of Deferred Account.  A Participant shall be
         100% vested in his/her account with respect to the
         Compensation deferred that he/she would have received,
         had it not been deferred, and interest earned thereon,
         consistent with the Bank's Employee's Retirement Plan
         (i.e., cliff vesting at five (5) vesting years of
         service).  If the Participant is 100% vested in the
         Bank's Employee's Retirement Plan, he/she will be deemed
         to be 100% vested in his/her account.  In any event,
         Participants will be 100% vested in the Bank's
         supplemental contribution and earnings thereon in the
         event of his/her death, permanent disability, Change of
         Control or normal retirement.

6.0 DEFERRED ACCOUNT

    6.1  Accrual Options.  A Participant may be entitled to elect
         one or both of two options with respect to the accrual
         of an investment return on the amounts deferred:

         a.   Interest Option.  A Participant may elect to defer
              any Compensation to which he/she would otherwise
              have been entitled and have interest accrued at an


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              interest rate equal to the 90-day treasury bill
              rate, adjusted quarterly, or a similar type of
              financial instrument as may be deemed appropriate
              by the Plan Administrators.

         b.   Rabbi Trust Option.  If permitted by the Bank, the
              Participant may elect to have any deferred amounts
              applied to fund 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 Trust shall approve.  In order
              to achieve income tax deferral it is necessary that
              the funds in such Trust remain subject to the
              claims of creditors of the Bank.  Any net annual
              income tax cost to the Bank of any such Rabbi Trust
              shall be charged to the Participants' accounts. 
              The Bank's net annual income tax cost with respect
              to any Participant's Rabbi Trust shall be the
              amount, if any, by which the income tax on any
              income or capital gains realized on the assets in
              the Trust in any year is greater than any income
              tax benefit realized by the Bank on payments made
              out of the Participant's deferred compensation
              account to such Participant.

    6.2  Statement of Accounts.  The Bank shall submit to each
         Participant, at least once per quarter, a statement in
         such form as the Bank deems desirable, setting forth the
         balance credited to such Participant in his/her Deferred
         Account as of the last day of the preceding quarter.

7.0 BENEFITS

    7.1  Payment of Benefits.  A Participant's Deferred Account
         will be paid to the Participant and/or his/her estate or
         beneficiary in ten (10) annual installments unless the
         Participant had selected a lump sum payment at the time
         the original election to defer was completed and signed.

    7.2  Form of Payment.  Payment of the balance of a
         Participant's Deferred Account will be in the form of
         cash.

    7.3  Withholding of Taxes.  To the extent required by the law
         in effect at the time payments are made, the Bank shall
         withhold from payments made hereunder, any taxes
         required to be withheld from a Participant's Deferred
         Account for the Federal or any state or local
         government.

    7.4  Commencement of Payments.  Commencement of payments
         under this Plan shall be made promptly following the
         expiration of the deferral period or occurrence of the
         event, which entitles a Participant (or a Beneficiary)
         to payments under this Plan.

    7.5  Legal Fees.  The reasonable legal fees incurred by any
         Participant to enforce his/her rights hereunder shall be
         paid for by the Bank to the Participant in addition to
         sums otherwise due hereunder, whether or not the
         Participant is successful in enforcing his/her rights or
         whether or not the matter is settled; provided, however,
         the Bank shall not be obligated to pay such legal fees
         in the event that the Plan <PAGE> Administrators determine, in
         their sole discretion, that such legal fees were
         incurred by the Participant in the pursuit of frivolous
         claims allegedly related to the enforcement of his/her
         rights under the Plan.

8.0 BENEFICIARY DESIGNATION

    8.1  Beneficiary Designation.  Each Participant shall have
         the right, at any time, to designate any person, persons
         or entity as his/her Beneficiary or Beneficiaries (both
         principal as well as contingent) to whom payment under
         this Plan shall be paid in the event of his/her death
         prior to complete distribution to the Participant or the
         Beneficiaries due him/her under the Plan.

    8.2  Amendments.  Any Beneficiary Designation may be changed
         by a Participant by the written filing of such change on
         a form reasonably acceptable to the Bank. The filing of
         a new Beneficiary Designation Form with the Plan
         Administrators will cancel all Beneficiary Designations
         previously filed.

    8.3  No Beneficiary Designation.  If a Participant fails to
         designate a Beneficiary as provided above, or if all
         designated Beneficiaries predecease the Participant,
         then any amounts to be paid to the Participant's
         Beneficiary shall be paid to the Participant's estate.

    8.4  Effect of Payment.  The payment to the Beneficiary or
         the Participant's estate as aforesaid shall completely
         discharge the Bank's obligations under this Plan with
         respect to the Participant.

9.0 AMENDMENT AND TERMINATION OF PLAN

    9.1  Amendment.  The Bank may at any time amend the Plan in
         whole or part, provided however, that no amendment shall
         be in effect to decrease or restrict any Deferred
         Account at any time of such amendment.

    9.2  Bank's Right to Terminate.  The Bank may at any time
         terminate the Plan with respect to new elections to
         defer if, in its judgment, the continuance of the Plan,
         the tax, accounting, other effects thereof, or potential
         payments thereunder, would not be in the best interests
         of the Bank.

10.0     MISCELLANEOUS PROVISIONS

    10.1 Unsecured General Creditor.  Participants and their
         Beneficiaries shall have no legal or equitable rights,
         interest, or claims in any property or assets of the
         Bank.  The assets of the Plan, except to the extent held
         in a Rabbi Trust established under the Plan, shall be
         and remain, the general, unpledged, unrestricted assets
         of the Bank.  The Bank's obligation under the Plan shall
         be merely that of an unfunded and unsecured promise of
         the Bank to pay money in the future.

    10.2 Non-assignability.  Neither a Participant nor any other
         person shall have the right to commute, sell, assign,
         transfer, pledge, anticipate, mortgage, nor otherwise


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         encumber, transfer, hypothecate, or convey in advance of
         actual receipt of amounts, if any, payable hereunder, or
         any part thereof, which are, and all rights to which
         are, expressly declared to be unassignable and
         non-transferable.  No part of the amounts payable shall,
         prior to actual payment, be subject to seizure or
         sequestration for the payment of any debts, judgments,
         alimony, or separate maintenance owed by a Participant
         or any other person, nor be transferable by operation of
         law in the event of a Participant's or any other
         person's bankruptcy or insolvency.

    10.3 Not a Contract of Employment.  The terms and conditions
         of this Plan shall not be deemed to constitute a
         contract of employment between the Bank and the
         Participant (or his/her Beneficiary) and the Participant
         (or his/her Beneficiary) shall have no rights against
         the Bank except as may otherwise be specifically
         provided herein.  Moreover, nothing in this Plan shall
         be deemed to give a Participant the right to be retained
         in the service of the Bank or to interfere with the
         right of the Bank to discipline or discharge him/her at
         any time.

    10.4 Protective Provisions.  A Participant will cooperate
         with the Bank by furnishing any and all information
         requested by the Bank in order to facilitate the payment
         of benefits hereunder, by taking such physical
         examinations as may be required by an insurance company
         as a condition to establishing an insurance policy under
         the Plan, and by taking such other action as may be
         requested by the Bank.

    10.5 Severability.  If any part of this Plan Document for any
         reason shall be declared invalid, such decision shall
         not affect the validity of any remaining portion, which
         shall remain in full force and effect.