BROAD NATIONAL BANK

                 MANAGEMENT INCENTIVE PLAN (MIP)
                          PLAN DOCUMENT


1.0  PLAN OBJECTIVES:

     1.1  Focus attention on the achievement of corporate,
          functional area and individual performance measures.

     1.2  Foster a strong team working relationship and corporate
          identity among the Senior Management of Broad National
          Bank.

     1.3  Ensure that the objectives of the functional areas are
          consistent with corporate goals.

     1.4  Recognize the different contributions of line and staff
          functions.  Provide a method of establishing individual
          objectives that are consistent with and lead to the
          achievement of overall goals.

2.0  DEFINITIONS:

     2.1  Bank - Broad National Bank or BNB

     2.2  Board - The Board of Directors of Broad National Bank
          (BNB).

     2.3  Committee - The Compensation Committee of the Board of
          Directors of BNB.

     2.4  Corporate Performance - BNB's annual financial measures
          and specific objectives as established by Top
          Management, the attainment of which will be the basis
          for granting the Corporate Award Component.  For FY96,
          Corporate Performance will consist of Return on Assets
          (ROA) and the Bank's Efficiency Ratio.

     2.5  Earned Award - The MIP Award a participant would
          receive based on the level of performance achieved
          against each component: Corporate, Functional, and
          TOPs.

     2.6  Efficiency Ratio - Non-interest expenses divided by
          non-interest and net interest income, to be used as a
          measure of Corporate Performance.  Ideally, the
          Efficiency Ratio would be reduced over the previous
          Plan Year.

     2.7  Functional Performance - The specific financial and
          operation targets established for each functional area,
          the attainment of which will be the basis for granting
          the Functional Award Component.

     2.8  Plan Year - The twelve month performance period
          corresponding to BNB's fiscal year.

     2.9  Senior Management - The senior officers of Broad
          National Bank constituting Tier II of the Bank.

     2.10 Target Award - The percentage of a participant's base
          salary that he/she would receive assuming that 100%
          performance level on each of the assigned targets is
          achieved.


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     2.11 Targeted Objectives for Performance (TOPs)- Specific
          performance objectives established for each participant
          reflective of his/her functional area and individual
          responsibilities.

     2.12 Top Management - The Chairman/Chief Executive Officer
          and President/Chief Operating Officer of the Bank,
          constituting Tier I.

     2.13 Threshold Performance Level - The minimum level of
          performance that must be achieved before any Earned
          Awards are paid.


3.0  PARTICIPATION

     3.1  Participation is limited to Top Management and Senior
          Management of the Bank (Tiers I and II).

     3.2  A participant who has been with the Bank for less than
          one year, but more than six months, or promoted into an
          eligible position during the Plan Year, may receive a
          prorated Earned Award based on his/her evaluated
          performance.  A participant employed for less than six
          months may be eligible to receive an Earned Award
          subject to the approval of Top Management.


4.0  PERFORMANCE MEASURES

     4.1  Top Management will establish, subject to the approval
          of the Compensation Committee, the corporate and
          functional financial performance measures, as well as
          appropriate performance targets and performance
          thresholds.

     4.2  BNB's Corporate Performance must meet or exceed the
          Threshold (minimum) performance level in order for
          Earned Awards to be paid under the Corporate Component
          of this Plan.

     4.3  TOPs will be established for each participant that
          focuses attention on key desired results within their
          respective area of responsibility.

     4.4  The three performance components, Corporate,
          Functional, and TOPs, and their relative weighting,
          will be established for each Plan Year, based on the
          desired focus.  For FY96, the allocation of Performance
          measurements vades by tier as follows:


                         Performance Targets
          Tier      Corporate      Functional     TOPs

            I          80%              -         20%
            II         40%              40%       20%



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5.0  DETERMINATION OF EARNED AWARDS

     5.1  Earned Awards reflect a combination of Corporate,
          Functional, and TOPs performance which are indicative
          of each participant's performance and contribution. 
          Each performance component may be up to 150% of Target
          Performance.

     5.2  The Earned Award is the sum of the weighted performance
          components multiplied by a discretionary portion as
          determined by Top Management (for Tier II) and the
          Board (for Tier I).

     5.3  Each participant's Earned Award will be based on the
          level of performance achieved against assigned
          performance measures.  Awards may be adjusted up or
          down by up to 20% based on the discretion of Top
          Management.  For Tier I participants, the Board will
          recommend and approve the discretion portion and the
          Earned Awards; Top Management will be responsible for
          Tier II participants.  Ultimately, the Board is
          responsible for reviewing the overall Award budget for
          all participants.

6.0  ANNUAL AWARDS

     6.1  Target Awards are calculated as a percentage of the
          participant's base salary based on the participant's
          organizational level.  Earned Award may range from 0%
          to 150% of the Target Award.  The FY96 Target Awards
          are as follows:

          Tier I         Target         Tier II        Target
          CEO             45.0%         Line           30.0%
          President       37.5%         Staff          25.0%

     6.2  Earned Awards will be calculated and rounded to the
          nearest whole one hundred dollars.


7.0  AWARD DISTRIBUTION

     7.1  Earned Awards will be paid in cash.  Earned Awards will
          be calculated and paid within a reasonable period
          following the end of the Plan Year for which the Awards
          have been earned.

     7.2  A participant must be actively employed at the end of
          the Plan Year in order to be eligible to receive an
          Award.

     7.3  Earned Awards will be pro-rated if the participant has
          less than twelve (12) full months of service.

     7.4  In the event that a participant terminates during the
          Plan Year as a result of death, total disability or
          retirement at age 59 1/2 or older, a pro-rated Award
          may be paid at the <PAGE> conclusion of the Plan Year based on
          overall results, if earned, at the determination of Top
          Management.

     7.5  If a participant is demoted during the Plan Year into
          an ineligible position, he/she would not be eligible to
          receive any Award.  If a participant is promoted into a
          position where the eligibility and Target Award
          changes, he/she may receive, at the discretion of Top
          Management, the higher Award.


8.0  GENERAL

     8.1  The President/COO or his designee shall be responsible
          for the implementation and on-going administration of
          the Plan.

     8.2  Interpretation of all matters related to this Plan,
          including but not limited to eligibility, calculation
          and determination of Earned 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 Board.

     8.3  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.

     8.4  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.