Unassociated Document


    


    AGREEMENT
      AND PLAN OF MERGER

     

    THIS
      AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 15, 2007, is
      by and between Center Bancorp, Inc., a New Jersey corporation ("Buyer"), and
      Beacon Trust Company, a limited purpose trust company chartered under the laws
      of the State of New Jersey (the “Company”). 

    


    RECITALS

     

    A.
       Buyer
      desires to acquire the Company and the Company’s Board of Directors has
      determined, based upon the terms and conditions hereinafter set forth, that
      the
      acquisition is in the best interests of the Company and its shareholders. The
      acquisition will be accomplished by (i) Buyer’s forming a limited purpose trust
      company chartered under the laws of the State of New Jersey as a wholly-owned
      Subsidiary of Buyer (such Subsidiary being hereinafter referred to as “Newco”),
      (ii) merging the Company with and into Newco with Newco as the surviving entity
      (the “Merger”) and (iii) the Company’s shareholders receiving the merger
      consideration hereinafter set forth. The Boards of Directors of the Company
      and
      Buyer have duly adopted and approved this Agreement and the Board of Directors
      of the Company has directed that it be submitted to its shareholders for
      approval. 

    


    B.
      Concurrently with the execution and delivery of this Agreement, and as a
      condition and inducement to Buyer's willingness to enter into this Agreement,
      certain shareholders of the Company have entered into a shareholders’ agreement
      with Buyer (the “Shareholders’ Agreement”).

    


    C.
      Concurrently with the execution and delivery of this Agreement, and as a
      condition and inducement to Buyer's willingness to enter into this Agreement,
      the Company has entered into employment agreements with thirteen of its
      employees, effective as of the consummation of the Merger (the “New Employment
      Agreements”). 

    


    D.
      Copies
      of the executed Shareholders’ Agreement and New Employment Agreements have been
      provided to Buyer’s counsel.

    


    E.
      As
      soon
      as practicable following the date hereof, Buyer will make application to the
      Department of Banking and Insurance of the State of New Jersey to form
      Newco as a limited purpose trust company chartered under the laws of the State
      of New Jersey
      and,
      following the organization of Newco as a limited purpose trust company, Buyer
      will apply to the Superior Court of the State of New Jersey to have Newco
      substituted in every fiduciary capacity in place of the Company as the successor
      trustee and fiduciary with respect to all of the Trust Accounts (as defined
      herein) pursuant to N.J.S.A. 17:16R-1 et seq. (the “Fiduciary
      Act”).

    


    F. The
      Company will provide Buyer with a certification, to be filed with the
      above-mentioned application, pursuant to which the Company will confirm that
      it
      understands and agrees that it shall be bound as a party to any order entered
      by
      the Superior Court of New Jersey in the proceeding on such
      application.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    G. The
      parties intend that, as soon as practicable following entry of a Substitution
      Order pursuant to the Fiduciary Act, the receipt of all other necessary consents
      and approvals and the expiration of all applicable waiting periods, the parties
      will effect the Merger.

    


    H. The
      Boards of Directors of the Company and Buyer have determined that it is in
      the
      best interests of their respective companies and their shareholders to
      consummate the transactions provided for herein.

    


    I.
      The
      parties desire to make certain representations, warranties and agreements in
      connection with the Merger and also to prescribe certain conditions to the
      Merger.

    


    J.
      Certain terms are defined in Section 10.14(a).

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants, representations, warranties and
      agreements contained herein, and intending to be legally bound hereby, the
      parties agree as follows: 

    


    ARTICLE
      I

    


    THE
      MERGER AND OTHER TRANSACTIONS

    


    1.1
      Establishing
      Newco.
      Promptly after the execution of this Agreement, Buyer shall use commercially
      reasonably efforts to organize an entity, referred to herein as “Newco”, as a
      limited purpose trust company chartered under the laws of the State of New
      Jersey. It is understood that from and after the date that Newco is organized,
      Newco shall be a wholly-owned Subsidiary of Buyer until such time as the capital
      stock of Newco is transferred to Buyer’s Union Center National Bank Subsidiary
      pursuant to this Article I.

    


    1.2
      The
      Merger.
      Subject
      to the terms and conditions of this Agreement, in accordance with the provisions
      of N.J.S.A. 17:9A-132 et
      seq.,
      at the
      Effective Time (as defined in Section 1.3 hereof) the Company shall merge with
      and into Newco, and Buyer shall cause Newco to merge with the
      Company,
      under
      the charter of Newco. Newco
      shall be the surviving entity (hereinafter sometimes called the "Surviving
      Trust
      Company") in the Merger, and shall continue its corporate existence under the
      laws of the State of New Jersey. The name of the Surviving Trust Company shall
      be Beacon Trust Company. Upon consummation of the Merger, the separate corporate
      existence of the Company shall terminate.

    


    
      
         

      

      
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    1.3
      Closing,
      Closing Date, Determination Date and Effective Time.
      Unless
      a different date, time and/or place are agreed to by the parties hereto, the
      closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the
      offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey
      07068, on a date determined by Buyer on at least five Business Days notice
      (the
      "Closing Notice") given to the Company, which date (the "Closing Date") shall
      be
      not more than ten (10) Business Days following the receipt of all necessary
      regulatory, governmental and shareholder approvals and consents and the
      expiration of all statutory waiting periods in respect thereof and the
      satisfaction or waiver of all of the conditions to the consummation of the
      Merger specified in Article VII (other than the delivery of certificates and
      other instruments and documents to be delivered at the Closing). In the Closing
      Notice, Buyer shall specify the "Determination Date", which date shall be the
      first date on which all bank regulatory approvals (and waivers, if applicable)
      necessary for consummation of the Merger have been received (disregarding any
      waiting period) and either party has notified the other in writing that all
      such
      approvals (and waivers, if applicable) have been received. Upon consummation
      of
      the Closing, the Buyer shall file with the New Jersey Department of Banking
      and
      Insurance (the “Department”) the notice of consummation of the Merger
(the
      “Departmental Notice”) contemplated by N.J.S.A.
      17:9A-137.B.
      The
      Merger shall become effective (and be consummated) at the date and time (the
      “Effective Time”) of the
      filing of the Departmental Notice with the Department.

    


    1.4
      Effect
      of the Merger.
      At the
      Effective Time, the Surviving Trust Company shall be considered the same
      business and corporate entity as each of Newco and the Company and thereupon
      and
      thereafter, all the property, rights, privileges, powers and franchises of
      each
      of Newco and the Company shall vest in the Surviving Trust Company and the
      Surviving Trust Company shall be subject to and be deemed to have assumed all
      of
      the debts, liabilities, obligations and duties of each of Newco and the Company
      and shall have succeeded to all of each of their relationships, as fully and
      to
      the same extent as if such property, rights, privileges, powers, franchises,
      debts, liabilities, obligations, duties and relationships had been originally
      acquired, incurred or entered into by the Surviving Trust Company. In addition,
      any reference to either of Newco and the Company in any contract or document,
      whether executed or taking effect before or after the Effective Time, shall
      be
      considered a reference to the Surviving Trust Company if not inconsistent with
      the other provisions of the contract or document; and any pending action or
      other judicial proceeding to which either of Newco or the Company is a party
      shall not be deemed to have abated or to have discontinued by reason of the
      Merger, but may be prosecuted to final judgment, order or decree in the same
      manner as if the Merger had not been made; or the Surviving Trust Company may
      be
      substituted as a party to such action or proceeding, and any judgment, order
      or
      decree may be rendered for or against it that might have been rendered for
      or
      against either of Newco or the Company if the Merger had not
      occurred.

    


    1.5
      Conversion
      of Company Common Stock.

    


    (a)
      At
      the Effective Time, subject to the other provisions of this Section 1.5, Section
      1.6, Section 1.9, Section 1.19 and Section 2.2(e), each shareholder of the
      Company shall, by virtue of this Agreement and without any action on the part
      of
      the Company, Buyer or such shareholder, be entitled to receive, in respect
      of
      the
      shares
      of
      common stock, par value $2.65 per share, of the Company (“Company Common Stock”)
      issued and outstanding immediately prior to the Effective Time and held by
      such
      shareholder, including Option Shares and Non-Option Shares (which, for the
      avoidance of doubt, shall not include (i) shares of Company Common Stock held
      in
      the Company's treasury or (ii) shares of Company Common Stock held directly
      or
      indirectly by Buyer or the Company or any of their respective Subsidiaries
      (except for Trust Account Shares and DPC Shares, as such terms are defined
      in
      Section 1.5(b) hereof), the following: 

     

    
      
         

      

      
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    (i)
      for
      all
      of
      the
      Option
      Shares held by such shareholder, a number of shares (such number of shares
      being
      herein called the “Buyer/Option
      Shares”)
      of
      common stock, no par value, of Buyer ("Buyer Common Stock") equal to
the
      lesser of (A) the product of (w)
      the
      Adjusted Stock Number divided by the
      Fully
      Diluted Number, such quotient to be rounded to four decimal places,
      multiplied by (x) the number of Option Shares held by such
      shareholder
      and (B)
the
      product of (y) the Stock
      Number divided by the Fully Diluted Number, such quotient to be rounded to
      four
      decimal places,
      multiplied by (z) the total number of shares of Company Common Stock held by
      such shareholder;

    


    (ii)
      for
      all
      of
      the
      Non-Option Shares held by such shareholder, a number of shares of Buyer Common
      Stock, equal to the excess of (x) the number
      of
      shares of Buyer Common Stock which is the product of (A) the Stock
      Number divided by the Fully Diluted Number, such quotient to be rounded to
      four
      decimal places,
      multiplied by (B) the total number of shares of Company Common Stock held by
      such shareholder
      over (y)
      the number of Buyer/Option Shares into which such shareholder’s Option Shares,
      if any, were converted pursuant to clause (a)(i) above;

    


    (iii)
      for
      all
      of
      the
      Non-Option Shares held by such shareholder, a cash payment, payable promptly
      after the Effective Time, without interest, in an amount equal to the
      product of (x)
      $3,259,480 divided by the
      Fully
      Diluted Number,
      multiplied by (y) the total number of shares of Company Common Stock held by
      such shareholder;

    


    (iv)
      subject to Article IX, for
      all
      of
      the
      Option
      Shares and Non-Option Shares held by such shareholder, a cash payment, payable
      promptly after the First Year Payment Date, without interest, in an amount
      equal
      to the
      product of (x)
      $1,125,000 (the “First Year Payment Amount”), subject to reduction in accordance
      with Section 1.6, divided by the
      Fully
      Diluted Number,
      multiplied by (y) the total number of shares of Company Common Stock held by
      such shareholder ;
      and

    


    (v)
      subject to Article IX, for
      all
      of
      the
      Option
      Shares and Non-Option Shares held by such shareholder, a cash payment, payable
      promptly after the Second Year Payment Date, without interest, in an amount
      equal to the
      product of (x)
      $1,125,000 (the “Second Year Payment Amount”), subject to reduction in
      accordance with Section 1.6, divided by the Fully Diluted Number,
      multiplied by (y) the total number of shares of Company Common Stock held by
      such shareholder.

    


    
      
         

      

      
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    Buyer
      and
      the Company have agreed upon a calculation of the shares of Buyer Common Stock
      that would be issued to each current shareholder of the Company pursuant to
      Sections 1.5(a)(i) and 1.5(a)(ii) based upon the assumptions set forth
      therein.

    


    (b)
      At
      the Effective Time, (i) all shares of Company Common Stock that are owned by
      the
      Company as treasury stock and (ii) all shares of Company Common Stock that
      are
      owned directly or indirectly by Buyer or the Company or any of their respective
      Subsidiaries (other than shares of Company Common Stock (x) held directly or
      indirectly in trust accounts, managed accounts and the like or otherwise held
      in
      a fiduciary capacity for the benefit of third parties (any such shares, and
      shares of Buyer Common Stock which are similarly held, whether held directly
      or
      indirectly by Buyer or the Company, as the case may be, being referred to herein
      as "Trust Account Shares") or (y) held by Buyer or the Company or any of their
      respective Subsidiaries in respect of a debt previously contracted (any such
      shares of Company Common Stock, and shares of Buyer Common Stock which are
      similarly held, being referred to herein as "DPC Shares")), shall be canceled
      and shall cease to exist and no stock of Buyer or other consideration shall
      be
      delivered in exchange therefor. All other shares of Company Common Stock
      (including Option Shares and Non-Option Shares) shall cease to be outstanding.
      All shares of Buyer Common Stock that are owned by the Company or any of its
      Subsidiaries (other than Trust Account Shares and DPC Shares) shall become
      treasury stock of Buyer.

    


    (c)
      On
      and after the Effective Time, holders of certificates which immediately prior
      to
      the Effective Time represented outstanding shares of Company Common Stock (the
      "Certificates") shall cease to have any rights as shareholders of the Company,
      except the right to receive the consideration set forth in this Article I for
      each such share held by them. The consideration which any one Company
      shareholder may receive pursuant to this Article I is referred to herein as
      the
“Merger Consideration” and the consideration which all of the Company
      shareholders are entitled to receive pursuant to this Article I is referred
      to
      herein as the “Aggregate Merger Consideration”. The right to receive the
      consideration described in Sections 1.5(a)(iv) and 1.5(a)(v) shall not be
      transferable (other than by will or by operation of law, in which case Buyer
      shall be given written notice of such transfer) without the prior written
      consent of Buyer.

    


    (d)
      Notwithstanding any provision herein to the contrary, if, between the date
      of
      this Agreement and the Effective Time, the shares of Buyer Common Stock shall
      be
      changed into a different number or class of shares by reason of any
      reclassification, recapitalization, split-up, combination, exchange of shares
      or
      readjustment, or a stock dividend thereon shall be declared with a record date
      within said period, appropriate adjustments shall be made to the merger
      consideration payable hereunder in shares of Buyer Common Stock.

    


    (e)
      At
      the Effective Time, Buyer shall pay $100,000 to an account designated by the
      Shareholder Representative. It is understood that funds in such account shall
      be
      used by the Shareholder Representative to defray out-of-pocket expenses that
      the
      Shareholder Representative may incur in performing the Shareholder
      Representative’s duties hereunder.

     

    
      
         

      

      
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    1.6
      Possible
      Adjustment of the First Year Payment Amount and the Second Year Payment
      Amount.
      The
      following provisions shall apply in determining the amounts to be paid pursuant
      to Sections 1.5(a)(iv) and 1.5(a)(v):

    


    (a)
      Promptly after the end of the First Year and the Second Year, the Shareholder
      Representative shall prepare and submit to Buyer an income statement of the
      Surviving Trust Company, prepared in accordance with GAAP, setting forth the
      Pre-Tax Income of the Surviving Trust Company for the First Year and the Second
      Year, respectively. Buyer shall cause the Surviving Trust Company to cooperate
      with the Shareholder Representative in the preparation of such income
      statements, including by arranging for personnel of the Surviving Trust Company
      to prepare such income statements.

    


    (b)
      During the 30-day period following Buyer’s receipt of an income statement
      furnished pursuant to Section 1.6(a) (each, a “Section 1.6 Income Statement”),
      Buyer and its representatives shall be permitted to review the working papers
      relating to such Section 1.6 Income Statement. The Section 1.6 Income Statement
      shall become final and binding upon the parties on the 30th day following
      delivery thereof, unless Buyer gives written notice of its disagreement with
      the
      Section 1.6 Income Statement (a “Notice of Disagreement”) to the Shareholder
      Representative prior to such date. Any Notice of Disagreement shall
      (i) specify in reasonable detail the nature of any disagreement so asserted
      and (ii) only include disagreements based on mathematical errors or based
      on Pre-Tax Income not being calculated in accordance with this Agreement. If
      a
      Notice of Disagreement is received by the Shareholder Representative in a timely
      manner, then the Section 1.6 Income Statement (as revised in accordance with
      this sentence) shall become final and binding on the earlier of (A) the
      date Buyer and the Shareholder Representative resolve in writing any differences
      they have with respect to the matters specified in the Notice of Disagreement
      and (B) the date any disputed matters specified in the Notice of
      Disagreement are finally resolved in writing by the Accounting Firm. During
      the
      30-day period following the delivery of a Notice of Disagreement, Buyer and
      the
      Shareholder Representative shall seek in good faith to resolve in writing any
      differences that they may have with respect to the matters specified in the
      Notice of Disagreement. At the end of such 30-day period, Buyer and the
      Shareholder Representative shall submit to a mutually acceptable independent
      accounting firm (the “Accounting Firm”) for arbitration any and all matters that
      remain in dispute and that were properly included in the Notice of Disagreement.
      In such submission, Buyer shall specify the amount of Pre-Tax Income that it
      believes the Surviving Trust Company earned during the First Year or the Second
      Year, whichever is applicable (the “Buyer’s Submitted Amount”), and the
      Shareholder Representative shall specify the amount of Pre-Tax Income that
      it
      believes the Surviving Trust Company earned during the First Year or the Second
      Year, whichever is applicable (the “Shareholder Representative’s Submitted
      Amount”). The Accounting Firm shall be instructed to render its determination of
      all matters submitted to it within 30 days following submission. The fees
      and expenses of the Accounting Firm incurred pursuant to this Section 1.06
      shall be (i) borne by the Buyer if the amount of Pre-Tax Income reflected in
      the
      Accounting Firm’s final determination is closer to the Shareholder
      Representative’s Submitted Amount than to the Buyer’s Submitted Amount, (ii)
      borne by the former shareholders of the Company if the amount of Pre-Tax Income
      reflected in the Accounting Firm’s final determination is closer to the Buyer’s
      Submitted Amount than to the Shareholder Representative’s Submitted Amount and
      (iii) borne equally by the Buyer and the former shareholders of the Company
      if
      the amount of Pre-Tax Income reflected in the Accounting Firm’s determination is
      precisely midway between the Shareholder Representative’s Submitted Amount and
      the Buyer’s Submitted Amount. Any fees to be paid by the former shareholders of
      the Company pursuant to the immediately preceding sentence shall be paid by
      reduction of the First Year Payment Amount or the Second Year Payment Amount,
      as
      applicable, or if that is insufficient to cover such fees, by the Shareholder
      Representative. The fees and disbursements of Buyer’s independent auditors
      incurred in connection with their review of the Section 1.6 Income Statement
      and
      of any Notice of Disagreement shall be borne by Buyer, and the fees and
      disbursements of any independent auditors retained by the Shareholder
      Representative incurred in connection with their review of the Statement and
      any
      Notice of Disagreement shall be paid by the Shareholder Representative. If
      (I) a
      determination of Pre-Tax Income is submitted to an Accounting Firm pursuant
      to
      this Section 1.6(b), (II) the amount of Pre-Tax Income reflected in the
      Accounting Firm’s final determination with respect to such matter is closer to
      the Shareholder Representative’s Submitted Amount than to the Buyer’s Submitted
      Amount, (III) the Shareholder Representative performs all of his obligations
      under this Section 1.6(b) in a timely manner and (IV) following such
      determination by the Accounting Firm, the First Year Payment or the Second
      Year
      Payment provided for in Section 1.6(c), whichever is applicable, is greater
      than
      zero, then there shall be added to the First Year Payment or Second Year Payment
      provided for in Section 1.6(c), whichever is applicable, an amount equal to
      interest on such payment, from the sixtieth day following the end of the First
      Year or the Second Year, whichever is applicable, to the date of such payment,
      at a rate of interest equal to the federal funds rate, as such rate may change
      from time to time.

     

    
      
         

      

      
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    (c)
      There
      shall be no reduction in the First Year Payment Amount in the event that First
      Year Pre-Tax Income equals or exceeds the First Year Milestone. Notwithstanding
      any provision herein to the contrary: 

     

    (i)
      in
      the event that the First Year Pre-tax Income is less than the First Year
      Milestone but equals or exceeds the First Year Base Amount, the First Year
      Payment Amount shall be reduced to an amount equal to $1,125,000 multiplied
      by a
      fraction, the numerator of which is the amount by which the First Year Pre-Tax
      Income exceeds the First Year Base Amount and the denominator of which is
      $361,664; and

     

    (ii)
      in
      the event that the First Year Pre-tax Income is less than the First Year Base
      Amount, the First Year Payment Amount shall be reduced to zero.

     

    (d)
      There
      shall be no reduction in the Second Year Payment Amount in the event that Second
      Year Pre-Tax Income equals or exceeds the Second Year Milestone. Notwithstanding
      any provision herein to the contrary: 

     

    (i)
      in
      the event that the Second Year Pre-tax Income is less than the Second Year
      Milestone but equals or exceeds the Second Year Base Amount, the Second Year
      Payment Amount shall be reduced to an amount equal to $1,125,000 multiplied
      by a
      fraction, the numerator of which is the amount by which the Second Year Pre-Tax
      Income exceeds the Second Year Base Amount and the denominator of which is
      $447,554; and

     

    (ii)
      in
      the event that the Second Year Pre-tax Income is less than the Second Year
      Base
      Amount, the Second Year Payment Amount shall be reduced to zero.

     

    (e) For
      purposes of this Agreement, “Pre-Tax Income” shall mean the net income of the
      Surviving Trust Company for a particular period before the provision for income
      taxes, determined in accordance with GAAP, except that unless otherwise agreed
      in writing by the Shareholder Representative and Buyer, the following provisions
      shall apply in calculating Pre-Tax Income:

    


    
      
         

      

      
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    (i) all
      inter-company expenses shall be omitted to the extent that such expenses do
      not
      represent reimbursement for expenses owed by the Surviving Trust Company for
      services performed by the Buyer or its Affiliates or any third-party
      vendor;

    


    (ii) the
      purchase and sales price of any goods and services sold by the Surviving Trust
      Company to Buyer or any of its Subsidiaries (other than the Surviving Trust
      Company), or by Buyer or any of its Subsidiaries (other than the Surviving
      Trust
      Company) to the Surviving Trust Company, shall be adjusted to reflect the
      amounts that the Surviving Trust Company would have paid or realized if dealing
      with an independent third party in an arm’s-length transaction;

    


    (iii) if
      the
      fees charged by the Surviving Trust Company to its Trust Account holders are
      decreased during the Transition Period at the Buyer’s direction and without the
      approval of the Shareholder Representative or increased during the Transition
      Period without the approval of Buyer, each fee payment made thereafter pursuant
      to the revised fee structure shall be deemed to have been made at the rate
      in
      existence before such increase or decrease was implemented;

    


    (iv)
      no
      expense shall be recorded in respect of any amortization of goodwill relating
      to
      Buyer’s acquisition of the Company;

    


    (v) no
      expense shall be recorded in respect of any depreciation for any capital asset
      purchased by the Surviving Trust Company during the Transition Period at the
      Buyer’s direction, other than with respect to capital assets purchased by the
      Surviving Trust Company in the ordinary course of business or with respect
      to
      capital assets purchased by the Surviving Trust Company with the approval of
      the
      Shareholder Representative;

    


    (vi)
       if
      the
      Surviving Trust Company acquires any business during the Transition Period,
      the
      results of operations of such business, as well as the costs or fees associated
      with such acquisition, shall not be reflected in First Year Pre-Tax Income
      or
      Second Year Pre-Tax Income unless otherwise agreed in writing by Buyer and
      the
      Shareholder Representative prior to the consummation of such acquisition;


    


    
      
         

      

      
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    (vii)
      no
      expense shall be recorded for any bonus payment approved in writing by Buyer;
      and

    


    (vii)
      if,
      during the Transition Period, (x) Buyer decides to cause the Surviving Trust
      Company to divest any line of business which has, since January 1, 2006,
      contributed in any material respect to the Company’s net income, (y) such action
      is not taken in response to instructions or directions from a Governmental
      Entity and (z) the Shareholder Representative objects in writing to such action
      before it is taken, then, during the portion of the Transition Period that
      remains after such divestiture is completed (the “Remaining Transition Period”),
      (I) there shall be added to the Surviving Trust Company’s revenues, for each
      month in the Remaining Transition Period, an amount equal to the average monthly
      revenues attributable to such line of business from January 1, 2007 through the
      date of such divestiture and (II) there shall be added to the Surviving Trust
      Company’s expenses, for each month in the Remaining Transition Period, an amount
      equal to the average monthly expenses attributable to such line of business
      from
      January 1, 2007 through the date of such divestiture. 

    


    (f)
      During the Transition Period, unless otherwise agreed to in writing by the
      Shareholder Representative and Buyer, Buyer shall cause Union Center National
      Bank and Subsidiaries of Union Center National Bank to refrain from offering
      estate planning, trust administration, tax or custody services to any high
      net
      worth individual customer unless (i) Buyer or Union Center National Bank offers
      to permit the Surviving Trust Company to perform such business for such customer
      and the Surviving Trust Company declines to perform such business, or (ii)
      such
      customer advises Union Center National Bank or Subsidiaries of Union Center
      National Bank that he or she is unwilling to be a customer of the Surviving
      Trust Company or (iii) prior to engaging in any such service, the Buyer offers
      a
      proposal which the Shareholder Representative accepts for adjusting the
      calculation of Pre-Tax Income hereunder to assure that such competition is
      neutral in its impact on the calculation of Pre-Tax Income hereunder, such
      acceptance not to be unreasonably withheld or delayed, or (iv) Buyer agrees
      that
      there shall be no reduction in the First Year Payment Amount (unless such
      competition commences in the Second Year, in which case there the First Year
      Payment Amount shall not be affected) or the Second Year Payment Amount. It
      is
      acknowledged that this Section 1.6(f) shall not apply to the acquisition of
      any
      business or business unit, which shall be governed by the provisions of section
      1.6(e)(vi).

    


    1.7
      Stock
      Options.
      All
      outstanding options which may be exercised for issuance of Company Common Stock
      (each, a "Stock Option" and collectively the "Stock Options") are described
      in
      Section 1.7 of the Company Disclosure Schedule and are issued and outstanding
      pursuant to the Company’s 2001 Stock Option Plan (the "Company Stock Option
      Plan") and the agreements pursuant to which such Stock Options were granted
      (each, an "Option Grant Agreement"). True and complete copies of the Company’s
      Stock Option Plan and all Option Grant Agreements relating to outstanding Stock
      Options have been delivered to Buyer. At the Effective Time, each Stock Option
      which is outstanding and unexercised immediately prior thereto, whether or
      not
      then vested or exercisable, shall automatically be converted into an option
      to
      purchase Buyer Common Stock (a “New Option”) as follows: (i) the number of
      shares of Buyer Common Stock covered by each New Option shall equal the number
      of shares of Company Common Stock covered by the corresponding Stock Option
      immediately prior to the Effective Time multiplied by the Exchange Multiple
      (as
      hereinafter defined) and (ii) the exercise price for each New Option shall
      equal
      the exercise price of the corresponding Stock Option immediately prior to the
      Effective Time divided by the Exchange Multiple. In substantially all respects,
      the terms of each New Option shall otherwise be identical to the terms of the
      corresponding Stock Option in effect immediately prior to the consummation
      of
      the Merger, subject to any provisions in the Company Stock Option Plan which
      require acceleration of vesting as a result of the consummation of the Merger.
      In effecting such conversion, the aggregate number of shares of Buyer Common
      Stock to be subject to each New Option will be rounded up or down, if necessary,
      to the nearest whole share (with one-half being rounded up) and the aggregate
      exercise price shall be rounded up or down, if necessary, to the nearest whole
      cent (with one-half being rounded up). At the Effective Time, the Company Stock
      Option Plan shall be terminated. The adjustments provided herein with respect
      to
      any Stock Options that are "incentive stock options" (as defined in Section
      422
      of the Code) shall be effected in such manner as shall not cause a modification,
      extension or renewal of the Stock Options, within the meaning of Section 424(a)
      of the Code. Prior to the Effective Time, the Company shall take or cause to
      be
      taken all actions required under the Company Stock Option Plan to provide for
      the foregoing. For purposes of this Agreement, the “Exchange Multiple” shall be
      (x) the Option Number divided by (y) the Fully Diluted Number, such quotient
      to
      be rounded to four decimal places.

     

    
      
         

      

      
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    1.8
      Buyer
      Common Stock.
      Except
      for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries
      (other than Trust Account Shares and DPC Shares), which shall be converted
      into
      treasury stock of Buyer as contemplated by Section 1.5, the shares of Buyer
      Common Stock and shares of capital stock of Newco issued and outstanding
      immediately prior to the Effective Time shall be unaffected by the Merger and
      such shares shall remain issued and outstanding.

     

    1.9
      Shares
      of Dissenting Shareholders.
      Notwithstanding anything in this Agreement to the contrary, any shares of
      Company Common Stock that are issued and outstanding as of the Effective Time
      and that are held by a shareholder who has properly exercised his appraisal
      rights (the "Dissenting Shares") under applicable law,
      shall
      not be converted into the right to receive the Merger Consideration unless
      and
      until the holder shall have failed to perfect, or shall have effectively
      withdrawn or lost, his, her or its right to dissent from the Merger under
applicable
      law,
      and to
      receive such consideration as may be determined to be due with respect to such
      Dissenting Shares pursuant to and subject to the requirements of applicable
      law.
      If any
      such holder shall have failed to perfect or shall have effectively withdrawn
      or
      lost such right, each share of such holder's Company Common Stock shall
      thereupon be deemed to have been converted into and to have become, as of the
      Effective Time, the right to receive, without any interest thereon, the
      consideration provided for in Section 1.5 upon surrender of the Certificate
      or
      Certificates representing such Dissenting Shares. The Company shall give Buyer
      (i) prompt notice of any notice or demands for appraisal or payment for shares
      of Company Common Stock received by the Company and (ii) the opportunity to
      participate in and direct all negotiations and proceedings with respect to
      any
      such demands or notices. The Company shall not, without the prior written
      consent of Buyer, make any payment with respect to, or settle, offer to settle
      or otherwise negotiate, any such demands.

    


    1.10
      Certificate
      of Incorporation and By-Laws.
      Subject
      to Section 1.11, at the Effective Time, the Certificate of Incorporation of
      Newco (in the form of Exhibit
      A
      annexed
      hereto) as it shall exist immediately prior to the Effective Time shall continue
      as the Certificate of Incorporation of the Surviving Trust Company until
      otherwise amended as provided by law; provided
      however,
      that
      (i) Newco’s name shall change to Beacon Trust Company upon consummation of the
      Merger and (ii) Newco shall have the right, between the date hereof and the
      Closing, to modify the Certificate of Incorporation in a manner that will not
      adversely affect the shareholders of the Company and upon the acceptance of
      such
      modification by the Department, the Certificate of Incorporation of Newco as
      so
      modified shall be substituted for Exhibit
      A.
      Subject
      to Section 1.11, at the Effective Time, the By-Laws of Newco, as in effect
      immediately prior to the Effective Time, shall be the By-Laws of the Surviving
      Trust Company until thereafter amended in accordance with applicable
      law

     

    
      
         

      

      
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    1.11
      Limited
      Liability Company.
      In the
      event that the Buyer requests permission from the Department to organize Newco
      as a limited liability company and the Department permits Newco to be organized
      as a limited liability company, then, notwithstanding any provision herein
      to
      the contrary, (i) the operating agreement of Newco shall continue as the
      operating agreement of the Surviving Trust Company, except that Newco’s name
      shall change to Beacon Trust Company upon consummation of the Merger, (ii)
      the
      provisions of Sections 1.10 and 1.12 shall be inapplicable, (iii) three
      individuals to be designated by the Company immediately prior to the Effective
      Time (one of whom shall be Arthur Hyde, provided that he is then serving on
      the
      Board of Directors of the Company), together with John J. Davis and one other
      individual who shall be designated by Buyer prior to the Effective Time, shall
      be the managers of the Surviving Trust Company, each to hold office in
      accordance with such operating agreement until their respective successors
      are
      duly elected or appointed and qualified pursuant to the terms of such operating
      agreement and (iv) the officers of the Company immediately prior to the
      Effective Time shall be officers of the Surviving Trust Company, each to hold
      office in accordance with such operating agreement until their respective
      successors are duly elected or appointed and qualified pursuant to the terms
      of
      such operating agreement.

    


    1.12
      Directors
      and Officers.
      Three
      individuals to be designated by the Company immediately prior to the Effective
      Time (one of whom shall be Arthur Hyde, provided that he is then serving on
      the
      Board of Directors of the Company), together with John J. Davis and one other
      individual who shall be designated by Buyer prior to the Effective Time, shall
      be the directors of the Surviving Trust Company, each to hold office in
      accordance with the Certificate of Incorporation and By-Laws of the Surviving
      Trust Company until their respective successors are duly elected or appointed
      and qualified. The officers of the Company immediately prior to the Effective
      Time shall be officers of the Surviving Trust Company, each to hold office
      in
      accordance with the Certificate of Incorporation and By-Laws of the Surviving
      Trust Company until their respective successors are duly elected or appointed
      and qualified.

    


    1.13
      Tax
      Consequences.
      It is
      intended that the Merger shall constitute a reorganization within the meaning
      of
      Section 368(a) of the Code and that this Agreement shall constitute a "plan
      of
      reorganization" for purposes of Section 368 of the Code.

    


    
      
         

      

      
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    1.14
      Withholding
      Rights.
      Buyer
      shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct
      and withhold, from funds provided by the holder or from the consideration
      otherwise payable pursuant to this Agreement to any holder of Company Common
      Stock, the minimum amounts (if any) that Buyer is required to deduct and
      withhold with respect to the making of such payment under the Code, or any
      provision of state, local or foreign Tax law. To the extent that amounts are
      so
      withheld by Buyer, such withheld amounts shall be treated for all purposes
      of
      this Agreement as having been paid to the holder of Company Common Stock in
      respect of which such deduction and withholding was made by Buyer.

    


    1.15
      Newco’s
      Participation.
      Upon
      the organization of Newco and at such time as Newco shall have the authority
      to
      execute a joinder agreement, Buyer shall cause Newco to execute a joinder
      agreement, in form and substance satisfactory to Buyer and acceptable to the
      Company (such acceptance not to be unreasonably withheld), acknowledging Newco’s
      agreement to be a party to the Merger, subject to the terms and conditions
      of
      this Agreement. If requested by Buyer, the Company shall, at such time as such
      joinder agreement is executed, enter into an agreement with Newco, consistent
      in
      all respects with this Agreement, conforming to the requirements of N.J.S.A.
      17:9A-134. At such time as Newco shall have the authority to file the Fiduciary
      Petition, Buyer shall cause Newco to promptly file the Fiduciary
      Petition.

    


    1.16
      Post-Closing
      Transfer.
      It is
      acknowledged and understood that subsequent to the Effective Time, Buyer intends
      to contribute 100% of the equity interests of the Surviving Trust Company to
      Buyer’s subsidiary, Union Center National Bank.

    


    1.17
      Changes
      in Structure.
      As
      executed by the parties, this Agreement contemplates the merger of the Company
      with and into Newco. In the event that (a) prior to the date on which the Proxy
      Statement (as defined in Section 3.4 hereof) is mailed to the Company’s
      shareholders, Buyer proposes an alternative structure for the transactions
      contemplated hereby, and (b) such alternate structure does not adversely affect
      the Company’s shareholders in any material respect, then the Company shall
      negotiate in good faith with Buyer and shall use commercially reasonable efforts
      to restructure the transactions contemplated hereby in accordance with such
      proposal.

    


    
      
         

      

      
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    1.18
      Other
      Adjustments.
      In the
      event that Buyer declares or effects a stock dividend, reclassification,
      recapitalization, split-up, combination, exchange of shares or similar
      transaction between the date hereof and the Determination Date, all calculations
      to be made hereunder based on the market price of Buyer Common Stock at any
      time
      through the Determination Date shall be appropriately adjusted for the purposes
      of this Article I and the definitions incorporated in to this Article
      I.

     

    1.19
      Tax
      Opinion.
      If the
      tax opinion referred to in Section 7.1(d) and to be delivered at the Closing
      (the "Tax Opinion") cannot be rendered (as reasonably determined by Lowenstein
      Sandler PC and as reasonably concurred in by McCarter & English LLP as a
      result of the Merger’s potentially failing to satisfy continuity of interest
      requirements under applicable federal income tax principles relating to
      reorganizations under Section 368(a) of the Internal Revenue Code of 1986,
      as
      amended (the “Code”), then the parties hereto shall use commercially reasonable
      efforts to modify this Agreement such that the amount of cash to be paid
      pursuant to Section 1.5(a)(iii) shall be decreased, and the number of shares
      of
      Buyer Common Stock (valued at the Stock Price) shall be increased, to the
      minimum extent necessary to enable the Tax Opinion to be rendered. 

     

    ARTICLE
      II

    


    EXCHANGE
      OF SHARES

    


    2.1
      Buyer
      to Make Shares Available.
      The
      Company and Buyer hereby appoint Registrar and Transfer Company (or such other
      transfer agent as Buyer shall designate in good faith) as the exchange agent
      (the "Exchange Agent") for purposes of effecting the conversion of Company
      Common Stock hereunder. At or prior to the Effective Time, Buyer shall deposit,
      or shall cause to be deposited, with the Exchange Agent, for the benefit of
      the
      holders of Certificates, for exchange in accordance with this Article II,
      certificates representing the shares of Buyer Common Stock issuable hereunder
      and cash in an amount sufficient to pay the aggregate amount of cash payable
      pursuant to Section 1.5(a)(iii) (such cash and certificates for shares of Buyer
      Common Stock, together with any dividends or distributions with respect thereto,
      being hereinafter referred to as the "Exchange Fund") to be issued and paid
      pursuant to Section 2.2(a) in exchange for outstanding shares of Company Common
      Stock. On or about the First Year Payment Date, Buyer shall deposit, or shall
      cause to be deposited, with the Exchange Agent, for the benefit of the former
      holders of Certificates, cash in an amount sufficient to pay the aggregate
      amount of cash payable pursuant to Section 1.5(a)(iv) (such cash, together
      with
      any dividends or distributions with respect thereto, being hereinafter referred
      to as the "First Year Exchange Fund") to be paid pursuant to Section 2.2(a).
      On
      or about the Second Year Payment Date, Buyer shall deposit, or shall cause
      to be
      deposited, with the Exchange Agent, for the benefit of the former holders of
      Certificates, cash in an amount sufficient to pay the aggregate amount of cash
      payable pursuant to Section 1.5(a)( v) (such cash, together with any dividends
      or distributions with respect thereto, being hereinafter referred to as the
      "Second Year Exchange Fund") to be paid pursuant to Section 2.2(a).

    


    
      
         

      

      
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    2.2
      Exchange
      of Shares.

    


    (a)
      As
      soon as practicable after the Effective Time, the Exchange Agent shall mail
      to
      each holder of record of a Certificate or Certificates a letter of transmittal
      (which shall specify that delivery shall be effected, and risk of loss and
      title
      to the Certificates shall pass, only upon delivery of the Certificates to the
      Exchange Agent) and instructions for use in effecting the surrender of the
      Certificates in exchange for the Merger Consideration into which the shares
      of
      Company Common Stock represented by such Certificate or Certificates shall
      have
      been converted pursuant to this Agreement. The Company shall have the right
      to
      review both the letter of transmittal and the instructions prior to the
      Effective Time and provide reasonable comments thereon. After the Effective
      Time, upon surrender of a Certificate for exchange and cancellation to the
      Exchange Agent, together with such letter of transmittal, duly executed, the
      holder of such Certificate shall be entitled to receive in exchange therefor
      the
      portion of the Merger Consideration to which such holder of Company Common
      Stock
      shall have become entitled pursuant to the provisions of Sections 1.5(a)(i),
      1.5(a)(ii) and 1.5(a)(iii), and the Certificate so surrendered shall forthwith
      be canceled. After the First Year Payment Date, each individual or entity which
      theretofore has surrendered a Certificate for exchange and cancellation to
      the
      Exchange Agent, together with such letter of transmittal, duly executed, shall
      be entitled to receive the portion of the Merger Consideration, if any, to
      which
      such individual or entity shall have become entitled pursuant to the provisions
      of Section 1.5(a)(iv). After the Second Year Payment Date, each individual
      or
      entity which theretofore has surrendered a Certificate for exchange and
      cancellation to the Exchange Agent, together with such letter of transmittal,
      duly executed, shall be entitled to receive the portion of the Merger
      Consideration, if any, to which such individual or entity shall have become
      entitled pursuant to the provisions of Section 1.5(a)(v). No interest will
      be
      paid or accrued on any cash constituting Merger Consideration (including cash
      to
      be paid in lieu of fractional shares) or on any unpaid dividends or
      distributions, if any, payable to holders of Certificates.

    


    (b)
      No
      dividends or other distributions declared after the Effective Time with respect
      to Buyer Common Stock and payable to the holders of record thereof shall be
      paid
      to the holder of any unsurrendered Certificate until the holder thereof shall
      surrender such Certificate in accordance with this Article II. After the
      surrender of a Certificate in accordance with this Article II, the record holder
      thereof shall be entitled to receive any such dividends or other distributions,
      without any interest thereon, which theretofore had become payable with respect
      to shares of Buyer Common Stock, if any, represented by such
      Certificate.

    


    (c)
      If
      any certificate representing shares of Buyer Common Stock is to be issued in
      a
      name other than that in which the Certificate surrendered in exchange therefor
      is registered, it shall be a condition of the issuance thereof that the
      Certificate so surrendered shall be properly endorsed (or accompanied by an
      appropriate instrument of transfer) and otherwise in proper form for transfer,
      and that the person requesting such exchange shall pay to the Exchange Agent
      in
      advance any transfer or other taxes required by reason of the issuance of a
      certificate representing shares of Buyer Common Stock in any name other than
      that of the registered holder of the Certificate surrendered, or required for
      any other reason, or shall establish to the satisfaction of the Exchange Agent
      that such Tax has been paid or is not payable.

    


    
      
         

      

      
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    (d)
      After
      the Effective Time, there shall be no transfers on the stock transfer books
      of
      the Company of the shares of Company Common Stock which were issued and
      outstanding immediately prior to the Effective Time. If, after the Effective
      Time, Certificates representing such shares are presented for transfer to the
      Exchange Agent, they shall be canceled and exchanged for Merger Consideration
      as
      determined in accordance with Article I and this Article II.

    


    (e)
      Notwithstanding anything to the contrary contained herein, no certificates
      or
      scrip representing fractional shares of Buyer Common Stock shall be issued
      upon
      the surrender for exchange of Certificates, no dividend or distribution with
      respect to Buyer Common Stock shall be payable on or with respect to any
      fractional share, and such fractional share interests shall not entitle the
      owner thereof to vote or to any other rights of a shareholder of Buyer. In
      lieu
      of the issuance of any such fractional share, Buyer shall pay to each former
      shareholder of the Company who otherwise would be entitled to receive a
      fractional share of Buyer Common Stock an amount in cash determined by
      multiplying (i) the closing sale price of one share of Buyer Common Stock on
      the
      Nasdaq Global Select Market (the “Nasdaq/GSM”) on the Closing Date by (ii) the
      fraction of a share of Buyer Common Stock which such holder would otherwise
      be
      entitled to receive pursuant to Sections 1.5(a)(i) and 1.5(a)(ii).

    


    (f)
      Any
      portion of the Exchange Fund that remains unclaimed by the former shareholders
      of the Company for six months after the Effective Time, any portion of the
      First
      Year Exchange Fund that remains unclaimed by the former shareholders of the
      Company for six months after the First Year Payment Date and any portion of
      the
      Second Year Exchange Fund that remains unclaimed by the former shareholders
      of
      the Company for six months after the Second Year Payment Date shall be paid
      to
      Buyer. Any former shareholders of the Company who have not theretofore complied
      with this Article II shall thereafter look only to Buyer for payment of the
      cash, shares of Buyer Common Stock, cash in lieu of fractional shares and unpaid
      dividends and distributions on the Buyer Common Stock deliverable in respect
      of
      each share of Company Common Stock such shareholder holds as determined pursuant
      to this Agreement, in each case, without any interest thereon. None of Buyer,
      the Company, the Exchange Agent or any other person shall be liable to any
      former holder of shares of Company Common Stock for any amount properly
      delivered to a public official pursuant to applicable abandoned property,
      escheat or similar laws.

    


    (g)
      In
      the event any Certificate shall have been lost, stolen or destroyed, upon the
      making of an affidavit of that fact by the person claiming such Certificate
      to
      be lost, stolen or destroyed and, if required by Buyer, upon the posting by
      such
      person of a bond in such amount as Buyer may direct as indemnity against any
      claim that may be made against it with respect to such Certificate, the Exchange
      Agent will issue in exchange for such lost, stolen or destroyed Certificate
      the
      cash and/or shares of Buyer Common Stock and cash in lieu of fractional shares
      deliverable in respect thereof pursuant to this Agreement.

    


    
      
         

      

      
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    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    References
      herein to the “Company Disclosure Schedule" shall mean all of the disclosure
      schedules, dated as of the date hereof and referenced to the specific sections
      and subsections of this Agreement, which have been delivered on the date hereof
      by the Company to Buyer. Except as set forth in the Company Disclosure Schedule,
      the Company hereby represents and warrants to Buyer as follows: 

    


    3.1
      Corporate
      Organization.

    


    (a)
      The
      Company is a state-chartered limited purpose trust company duly organized and
      validly existing under the laws of the State of New Jersey. The Company does
      not
      have, and has never had, any Subsidiaries. The Company has the corporate power
      and authority to own or lease all of its properties and assets and to carry
      on
      its business as it is now being conducted and is duly licensed or qualified
      to
      do business in each jurisdiction in which the nature of the business conducted
      by it or the character or the location of the properties and assets owned or
      leased by it makes such licensing or qualification necessary, except where
      the
      failure to be so licensed or qualified would not have a Material Adverse Effect
      on the Company. The Company has delivered to Buyer’s counsel true and complete
      copies of the Certificate of Incorporation and By-laws of the Company. As used
      in this Agreement, the term "Material Adverse Effect" means, with respect to
      the
      Company, a material adverse effect on (i) the business, assets, results of
      operations or financial condition of the Company, other than any such effect
      attributable to or resulting from (A) any change, effect, event or occurrence
      relating to the United States economy or financial or securities markets in
      general, (B) any change, effect, event or occurrence relating to the Company’s
      industry to the extent not affecting the Company to a materially greater extent
      than it affects other entities in such industry, (C) any change in banking
      or
      similar laws, rules or regulations of general applicability or interpretations
      thereof by courts or governmental authorities, (D) any change in generally
      accepted accounting principles or regulatory accounting principles applicable
      to
      the Company and other entities in its industry or (E) any action or omission
      of
      the Company taken with the prior written consent of Buyer or (ii) the ability
      of
      the Company to consummate the transactions contemplated hereby.

    


    (b)
      The
      minute books of the Company contain true and correct records of all meetings
      and
      other corporate actions held or taken since December 31, 2001 of its
      shareholders and Board of Directors (including committees of its Board of
      Directors).

    


    
      
         

      

      
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    (c)
      Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, the
      Company does not own or control, directly or indirectly, any equity interest
      in
      any corporation, company, association, partnership, joint venture or other
      entity except for shares held by the Company in a fiduciary or custodial
      capacity in the normal course of its business (which, except as disclosed in
      Section 3.1(c) of the Company Disclosure Schedule, do not in the aggregate
      constitute more than 5% of the voting shares or interests in any such
      corporation, company, association, partnership, joint ventures or other entity).
      

    


    3.2
      Capitalization.

    


    (a)
      The
      authorized capital stock of the Company consists of one million five hundred
      thousand 1,500,000 shares of Company Common Stock and no shares of preferred
      stock. As of the date hereof, there are 601,740 shares of Company Common Stock
      outstanding, and 141,318 shares of Company Common Stock held by the Company
      as
      treasury stock. As of the date hereof, there are (i) no shares of Company Common
      Stock reserved for issuance upon exercise of outstanding stock options or
      otherwise except for 2,500 shares of Company Common Stock reserved for issuance
      pursuant to the Company Stock Option Plan and described in Section 1.7 of the
      Company Disclosure Schedule. All of the issued and outstanding shares of Company
      Common Stock have been duly authorized and validly issued and are fully paid,
      nonassessable and free of preemptive rights, with no personal liability
      attaching to the ownership thereof. Except as referred to above or reflected
      in
      Section 3.2(a) of the Company Disclosure Schedule, the Company does not have
      and
      is not bound by any outstanding subscriptions, options, warrants, calls,
      commitments or agreements of any character calling for the purchase or issuance
      of any shares of Company Common Stock or any other equity security of the
      Company or any securities representing the right to purchase or otherwise
      receive any shares of Company Common Stock or any other equity security of
      the
      Company. The names of the optionees, the date of each option to purchase Company
      Common Stock granted, the number of shares subject to each such option, the
      expiration date of each such option, and the price at which each such option
      may
      be exercised under the Company Stock Option Plan are set forth in Section 1.7
      of
      the Company Disclosure Schedule.

    


    (b)
      As
      of the
      date hereof, the shareholders of the Company who are parties to the
      Shareholders’ Agreement own of record or beneficially a total of 340,181 shares
      of Company Common Stock. 

    


    (c)
      Section 3.2(c) of the Company Disclosure Schedule sets forth the number of
      shares of Company Common Stock beneficially owned (computed in accordance with
      Rule 13d-3 of the Securities and Exchange Commission) by each of the members
      of
      the Board of Directors of the Company and by each executive officer of the
      Company.

    


    
      
         

      

      
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    3.3
      Authority;
      No Violation.

    


    (a)
      The
      Company has full corporate power and authority to execute and deliver this
      Agreement and, subject to (x) the parties’ obtaining (i) all regulatory
      approvals required to effectuate the Merger and (ii) the other approvals listed
      in Section 3.4 and (y) the approval of the Company's shareholders as
      contemplated herein, to consummate the transactions contemplated hereby. To
      the
      Company’s knowledge, each party to the Shareholders’ Agreement (other than
      Buyer) has full power and authority to execute and deliver the Shareholders’
Agreement and to perform such party’s obligations thereunder. The execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby have been duly and validly approved by the Board of Directors of the
      Company. The Board of Directors of the Company has directed that this Agreement
      and the transactions contemplated hereby be submitted to the Company's
      shareholders for approval at a meeting of such shareholders and, except for
      the
      adoption of this Agreement by the requisite vote of the Company's shareholders,
      no other corporate proceedings on the part of the Company are necessary to
      approve this Agreement and to consummate the transactions contemplated hereby.
      This Agreement has been duly and validly executed and delivered by the Company
      and (assuming due authorization, execution and delivery by Buyer) this Agreement
      constitutes a valid and binding obligation of the Company, enforceable against
      the Company in accordance with its terms, except as enforcement may be limited
      by general principles of equity whether applied in a court of law or a court
      of
      equity and by bankruptcy, insolvency and similar laws affecting creditors'
      rights and remedies generally.

    


    (b)
      Neither the execution and delivery of this Agreement by the Company, nor the
      consummation by the Company of the transactions contemplated hereby, nor
      compliance by the Company with any of the terms or provisions hereof, will
      (i)
      violate any provision of the Certificate of Incorporation or By-Laws of the
      Company, or (ii) assuming that the consents and approvals referred to in Section
      3.4 hereof are duly obtained and except as set forth in Section 3.3(b) of the
      Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule,
      regulation, judgment, order, writ, decree or injunction applicable to the
      Company, or any of its properties or assets, or (y) violate, conflict with,
      result in a breach of any provision of or the loss of any benefit under,
      constitute a default (or an event which, with notice or lapse of time, or both,
      would constitute a default) under, result in the termination of or a right
      of
      termination or cancellation under, accelerate the performance required by,
      or
      result in the creation of any lien, pledge, security interest, charge or other
      encumbrance upon any of the respective properties or assets of the Company
      under, any of the terms, conditions or provisions of (i) any Governing Agreement
      or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease,
      agreement (other than a Governing Agreement) or other instrument or obligation
      (other than a Governing Agreement) to which the Company is a party, or by which
      the Company or any of its properties or assets may be bound or affected, except,
      with respect to clause (x) and clause (y)(ii) above, such as individually or
      in
      the aggregate will not have a Material Adverse Effect on the
      Company.

    


    
      
         

      

      
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    3.4
      Consents
      and Approvals.
      Except
      for (a) the filing of applications and notices, as applicable, with the Office
      of the Comptroller of the Currency (the “OCC”) and Federal Reserve Board and
      approval of such applications and notices, (b) the filing of applications and
      notices, as applicable, with the Department
      and
      approval of such applications and notices, (c) the
      filing with the Superior Court of New Jersey of the Fiduciary Petition and
      the
      issuance by the Superior Court of New Jersey of the Substitution
      Order,
      (d) the
      filing with the Securities and Exchange Commission (the “SEC”) of a proxy
      statement in definitive form relating to the meeting of the Company's
      shareholders to be held in connection with this Agreement and the transactions
      contemplated hereby (the "Proxy Statement") and the filing and declaration
      of
      effectiveness of the registration statement on Form S-4 (the "S-4") in which
      the
      Proxy Statement will be included as a prospectus, (e) the approval of this
      Agreement by the requisite vote of the shareholders of the Company, (f) the
      filing of the Departmental Notice, (g) approval of the listing of the Buyer
      Common Stock to be issued in the Merger on the Nasdaq/GSM, (h) such filings
      as
      shall be required to be made with any applicable state securities bureaus or
      commissions, (i) such consents, authorizations, approvals or exemptions under
      the Environmental Laws (as defined in Section 3.17) and notices and filings
      with
      the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty
      Corporation (the “PBGC”) with respect to employee benefit plans as are described
      in Section 3.4 of the Company Disclosure Schedule and (j) such other filings,
      authorizations or approvals as may be set forth in Section 3.4 of the Company
      Disclosure Schedule, no consents or approvals of or filings or registrations
      with any court, administrative agency or commission or other governmental
      authority or instrumentality (each a "Governmental Entity") or with any third
      party (including any party to a Governing Agreement) are necessary in connection
      with (1) the execution and delivery by the Company of this Agreement or (2)
      the
      consummation by the Company of the Merger and the other transactions
      contemplated hereby (including the succession by the Surviving Trust Company
      to
      all of the rights and obligations of the Company with respect to the
      Non-objecting Trust Accounts).

    


    3.5
      Reports.
      The
      Company has timely filed all reports, registrations and statements, together
      with any amendments required to be made with respect thereto, that they were
      required to file since December 31, 2001 with (i) the Department and (ii) any
      other Governmental Entity that regulates the Company (collectively with the
      Department, the "Company Regulatory Agencies"), and have paid all fees and
      assessments due and payable in connection therewith. Except for normal
      examinations conducted by the Company Regulatory Agencies in the regular course
      of the business of the Company, and except as set forth in Section 3.5 of the
      Company Disclosure Schedule, no Company Regulatory Agency has initiated any
      proceeding or, to the knowledge of the Company, investigation into the business
      or operations of the Company since December 31, 2001. There is no material
      unresolved violation, criticism, or exception by any Company Regulatory Agency
      with respect to any report or statement relating to any examinations of the
      Company.

    


    
      
         

      

      
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    3.6
      Financial
      Statements.

    


    (a)
      The
      Company has previously made available to Buyer copies of (a) the statements
      of
      financial condition of the Company as of December 31, 2004 and 2005, and the
      related statements of income, changes in shareholders' equity and cash flows
      for
      the years ended December 31, 2003, 2004 and 2005, in each case accompanied
      by
      the audit report of Clyne Eagan & Associates, P.A., independent public
      accountants with respect to the Company, and the notes related thereto; and
      (b)
      the internally prepared statements of financial condition of the Company as
      of
      September 30, 2005 and 2006, and the related internally prepared statements
      of
      income of the Company for the nine months ended September 30, 2005 and 2006
      (the
      financial statements referenced in clauses (a) and (b), the “Company Financial
      Statements”). Clyne Eagan & Associates, P.A. is independent with respect to
      the Company to the extent required by Regulation S-X of the SEC. Except as
      set
      forth in Section 3.6 of the Company Disclosure Schedule, the statements of
      financial condition of the Company (including the related notes, where
      applicable) included within the Company Financial Statements fairly present,
      and
      any statements of financial condition of the Company (including the related
      notes, where applicable) which may be filed with the SEC pursuant to SEC
      regulations upon consummation of the Merger will fairly present in accordance
      with GAAP consistently applied during the periods involved, the financial
      position of the Company as of the dates thereof, and the statements of income,
      changes in shareholders' equity and cash flows (including the related notes,
      where applicable) included within the Company Financial Statements fairly
      present in accordance with GAAP consistently applied during the periods
      involved, and any statements of income, changes in shareholders' equity and
      cash
      flows of the Company (including the related notes, where applicable) which
      may
      be filed with the SEC pursuant to SEC regulations upon consummation of the
      Merger will fairly present in accordance with GAAP consistently applied during
      the periods involved, the results of the operations and financial position
      of
      the Company for the respective fiscal periods therein set forth; each of the
      Company Financial Statements (including the related notes, where applicable)
      complies, and each of such financial statements (including the related notes,
      where applicable) which may be filed with the SEC pursuant to SEC regulations
      upon consummation of the Merger will comply, with applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto, including without limitation Regulation S-X; and each of the
      Company Financial Statements (including the related notes, where applicable)
      has
      been, and each of such financial statements (including the related notes, where
      applicable) which may be filed with the SEC pursuant to SEC regulations upon
      consummation of the Merger will be, prepared in accordance with GAAP
      consistently applied during the periods involved, except, in the case of
      unaudited statements, as permitted by the SEC with respect to financial
      statements included on Form 10-Q. The books and records of the Company have
      been, and are being, maintained in accordance with GAAP and any other applicable
      legal and accounting requirements.

    


    (b)
      Except as and to the extent reflected, disclosed or reserved against in the
      Company Financial Statements (including the notes thereto), as of December
      31,
      2005 the Company did not have any liabilities, whether absolute, accrued,
      contingent or otherwise, material to the financial condition of the Company
      which were required to be so disclosed under GAAP. Since December 31, 2005,
      the
      Company has not incurred any liabilities except in the ordinary course of
      business consistent with past practice, except as specifically contemplated
      by
      this Agreement.

    


    
      
         

      

      
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    (c)
      Since
      December 31, 2005, there have been no significant changes in the internal
      controls utilized by the Company with respect to their financial records (the
      “Internal Controls”) or in other factors that could significantly affect the
      Internal Controls, including any corrective actions with regard to significant
      deficiencies and material weaknesses. There are no significant deficiencies
      in
      the design or operation of the Internal Controls which could adversely affect
      the ability of the Company to record, process, summarize and report financial
      data and there are no material weaknesses in the Internal Controls. The Company
      is not aware of any fraud, whether or not material, that involves management
      or
      other employees who have a significant role in preparing the Company’s financial
      statements.

    


    3.7
      Broker's
      and Other Fees.
      Neither
      the Company nor any of its officers or directors has employed any broker or
      finder or incurred any liability for any broker's fees, commissions or finder's
      fees in connection with any of the transactions contemplated by this Agreement,
      except that the Company has engaged, and will pay a fee or commission to,
      Berkshire Capital Securities LLC (the “Firm”) in accordance with the terms of an
      agreement between the Firm and the Company, a true and correct copy of which
      has
      been previously made available by the Company to Buyer. Other than fees payable
      to its attorneys and accountants at their standard rates (the names and terms
      of
      retention of which are set forth in Section 3.7 of the Company Disclosure
      Schedule) and the fees payable to the Firm (as set forth in the above-mentioned
      agreement), there are no fees payable by the Company to its financial advisors,
      attorneys or accountants, in connection with this Agreement or the transactions
      contemplated hereby or which would be triggered by consummation of the Merger
      or
      the termination of the services of such advisors, attorneys or accountants
      by
      the Company.

    


    3.8
      Absence
      of Certain Changes or Events.

    


    (a)
      Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since
      December 31, 2005, the Company has carried on its business in the ordinary
      course consistent with past practices.

    


    (b)
      Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, since
      December 31, 2005, the Company has not (i) increased the wages, salaries,
      compensation, pension, or other fringe benefits or perquisites payable to any
      current or former executive officer, employee or director from the amount
      thereof in effect as of December 31, 2005 (which amounts have been previously
      disclosed to Buyer), granted any severance or termination pay, entered into
      any
      contract to make or grant any severance or termination pay, or paid any bonus
      (except for salary increases and bonus payments made in the ordinary course
      of
      business consistent with past practices following the date hereof), (ii)
      suffered any strike, work stoppage, slow-down, or other labor disturbance,
      (iii)
      been a party to a collective bargaining agreement, contract or other agreement
      or understanding with a labor union or organization, (iv) been subject to any
      union organizing activities
      or (v)
      entered into, or amended, any employment, deferred compensation, consulting,
      severance, termination or indemnification agreement with any such current or
      former executive officer, employee or director.
      

    


    
      
         

      

      
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    (c)
      Except as set forth in Section 3.8(c) of the Company Disclosure Schedule or
      as
      expressly contemplated by this Agreement, the Company has not taken or permitted
      any of the actions set forth in Section 5.1 between December 31, 2005 and the
      date hereof and, during that period, the Company has conducted its business
      only
      in the ordinary course, consistent with past practice.

    


    (d)
      Except for liabilities incurred in connection with this Agreement or the
      transactions contemplated hereby, and except as set forth in Section 3.8(d)
      of
      the Company Disclosure Schedule, since December 31, 2005, there has not been:
      

    


    (i)
      any
      act, omission or other event which has had a Material Adverse Effect on the
      Company, including, but not limited to, any Material Adverse Effect arising
      from
      or relating to fraudulent or unauthorized activity, 

    


    (ii)
      any
      issuance of Company Stock Options or restricted shares of Company Common Stock
      (in any event, identifying in Section 3.8(d) of the Company Disclosure Schedule
      the issue date, exercise price and vesting schedule, as applicable, for
      issuances since December 31, 2005), 

    


    (iii)
      any
      declaration, setting aside or payment of any dividend or other distribution
      (whether in cash, stock or property) with respect to any of the Company's
      capital stock, 

    


    (iv)
      any
      split, combination or reclassification of any of the Company's capital stock
      or
      any issuance or the authorization of any issuance of any other securities in
      respect of, in lieu of or in substitution for shares of the Company's capital
      stock, except for issuances of Company Common Stock upon the exercise in
      accordance with their present terms of Company Stock Options awarded prior
      to
      the date hereof, 

    


    (v)
      (A)
      any granting by the Company to any current or former director, executive officer
      or other employee of any increase in compensation, bonus or other benefits,
      except for increases to then current employees who are not directors or
      executive officers that were made in the ordinary course of business consistent
      with past practice, (B) any granting by the Company to any such current or
      former director, executive officer or employee of any increase in severance
      or
      termination pay, or (C) any entry by the Company into, or any amendment of,
      any
      employment, deferred compensation, consulting, severance, termination or
      indemnification agreement with any such current or former director, executive
      officer or any employee, 

    


    
      
         

      

      
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    (vi)
      except insofar as may have been required by a change in GAAP or regulatory
      accounting principles, any change in accounting methods, principles or practices
      by the Company affecting its assets, liabilities or business, including, without
      limitation, any reserving, renewal or residual method, or estimate of practice
      or policy, 

    


    (vii)
      any
      Tax election or change in any Tax election, amendment to any Tax Return (as
      defined in Section 3.10(e)), closing agreement with respect to Taxes, or
      settlement or compromise of any Tax liability by the Company, 

    


    (viii)
      any material change in investment policies or practices, or 

    


    (ix)
      any
      agreement or commitment (contingent or otherwise) to do any of the
      foregoing.

    


    3.9
      Legal
      Proceedings.

    


    (a)
      Except as set forth in Section 3.9(a) of the Company Disclosure Schedule, the
      Company is not a party to any, and there are no pending or, to the Company's
      knowledge, threatened, legal, administrative, arbitral or other proceedings,
      claims, actions or governmental or regulatory investigations of any material
      nature against the Company or challenging the validity or propriety of the
      transactions contemplated by this Agreement.

    


    (b)
      Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, there
      is no injunction, order, judgment, decree, or regulatory restriction imposed
      upon the Company or the assets of the Company, other than any such injunction,
      order, judgment, decree, or regulatory restriction which would not have a
      Material Adverse Effect upon the Company.

    


    (c)
       There
      are
      no pending accounting proceedings known to the Company relating to the Trust
      Accounts.

    


    3.10
      Taxes.

    


    (a)
      Except
      where a failure to file Tax Returns, a failure of any such Tax Return to be
      complete and accurate in any respect or the failure to pay any Tax, individually
      or in the aggregate, would not have a Material Adverse Effect on the Company,
      (i) the Company has duly filed all Tax Returns required to be filed by it;
      (ii)
      all such filed Tax Returns are complete and accurate in all respects, and (iii)
      the Company has duly and timely paid all Taxes (as defined below) that are
      required to be paid by it, except with respect to matters contested in good
      faith in appropriate proceedings and disclosed to Buyer in writing. The Company
      has established as of September 30, 2006, on its books and records reserves
      in
      accordance with GAAP consistently applied that are adequate in the opinion
      of
      management of the Company for the payment of all federal, state and local Taxes
      not yet due and payable, but are incurred in respect of the Company through
      such
      date. The Company has not waived any statute of limitations with respect to
      any
      material Taxes or, to the extent related to such Taxes, agreed to any extension
      of time with respect to a Tax assessment or deficiency, in each case to the
      extent such waiver or agreement is currently in effect. Except as set forth
      in
      Section 3.10(a) of the Company Disclosure Schedule, the federal, state, local
      income, franchise, sales and use Tax Returns of the Company have been examined
      by the IRS or the appropriate state, local or foreign Tax authority (or are
      closed to examination due to the expiration of the applicable statute of
      limitations) and no deficiencies were asserted as a result of such examinations
      which have not been resolved and paid in full. There
      is
      no action, suit, investigation, audit, claim or assessment pending or proposed
      or, to the knowledge of the Company, threatened, with respect to Taxes of the
      Company.
      To
      the
      knowledge of the Company, no
      claim
      has ever been made by a Tax authority in a jurisdiction where the Company does
      not file Tax Returns that the Company is or may be subject to Taxes assessed
      by
      such jurisdiction. The Company does not have
      any
      material liability for any Taxes of any person or entity, other than the
      Company, under Treasury Regulation Section 1.1502-6 or any comparable provision
      of state, local, or foreign law, as a transferee or successor, by contract
      or
      otherwise. The Company has made available to Buyer true and correct copies
      of
      the United States federal, state, local and foreign income Tax Returns filed
      by
      the Company for taxable years ended after December 31, 2002 and before the
      date
      hereof.

    


    
      
         

      

      
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    (b)
      Except
      as
      set forth in Section 3.10(b) of the Company Disclosure Schedule, the Company
      (i)
      has not requested any extension of time within which to file any Tax Return
      which Tax Return has not since been filed, (ii) is not a party to any agreement
      providing for the allocation or sharing of Taxes, (iii) is not required to
      include in income any adjustment pursuant to Section 481(a) of the Code, by
      reason of a voluntary change in accounting method initiated by the Company
      (nor
      does the Company have any knowledge that the IRS has proposed any such
      adjustment or change of accounting method) or has any
      application pending with the IRS or any other Tax authority requesting
      permission for any change in accounting method,
      (iv)
      has not filed a consent pursuant to Section 341(f) of the Code or agreed to
      have
      Section 341(f)(2) of the Code apply, (v) has not issued or assumed any
      obligation under Section 279 of the Code, any high yield discount obligation
      as
      described in Section 163(f)(1) of the Code or any registration-required
      obligation within the meaning of Section 163(f)(2) of the Code that is not
      in
      registered form, (vi) is not, or
      has
      not been during the applicable period specified in section 897(c)(1)(A)(ii)
      of
      the Code, a United States real property holding corporation within the meaning
      of Section 897(c)(2) of the Code,
      (vii)
      is not or has not been a member of an affiliated group (within the meaning
      of
      Section 1504(a) of the Code) filing consolidated United States federal income
      Tax Returns (other than such a group the common parent of which is or was the
      Company), (viii) has not been a party to any distribution occurring during
      the
      last three years in which the parties to such distribution treated the
      distribution as one to which Section 355 of the Code (or any similar provision
      of state, local or foreign law) applied, (ix) has disclosed on its federal
      income Tax Returns all positions taken therein that could give rise to
      substantial understatement of federal income Tax within the meaning of Section
      6662 of the Code; and (x) has not participated in a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4(b).

    


    (c)
      Except as set forth in Section 3.10(c) of the Company Disclosure Schedule,
      no
      officer, director, employee or agent (or former officer, director, employee
      or
      agent) of the Company is entitled to now, or will or may be entitled to as
      a
      consequence of this Agreement or the Merger or otherwise, to any payment or
      benefit from the Company or from Buyer, the Surviving Trust Company or any
      of
      Buyer’s other Subsidiaries which if paid or provided would constitute an "excess
      parachute payment", as defined in Section 280G of the Code or regulations
      promulgated thereunder.

    


    
      
         

      

      
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    (d)
      The
      Company (i) has complied in all material respects with all applicable laws,
      rules and regulations relating to the payment and withholding of Taxes from
      the
      wages or salaries of employees and independent contractors, (ii) has paid over
      to the proper governmental authorities all amounts required to be so withheld
      and (iii) is not liable for any Taxes for failure to comply with such laws,
      rules and regulations.

    


    (e)
      For
      the purposes of this Agreement, (i) the term “Taxes” shall
      include any of the following imposed by or payable to any Governmental Entity:
      any income, gross receipts, license, payroll, employment, excise, severance,
      stamp, business, occupation, premium, windfall profits, environmental (including
      taxes under Section 59A of the Code), capital stock, franchise, profits,
      withholding, social security (or similar Tax), unemployment, disability, real
      property, personal property, sales, use, transfer, registration, or value added
      Tax, any alternative or add-on minimum Tax, any estimated Tax, and any levy,
      impost, duty, assessment or withholding, in each case including any interest,
      penalty, or addition thereto, whether or not disputed; and (ii) the term “Tax
      Return” shall mean any return, declaration, report, claim for refund,
      information return or statement relating to Taxes, including any schedule or
      attachment thereto, and including any amendment thereof, to be filed (whether
      on
      a mandatory or elective basis) with any Governmental Entity responsible for
      the
      collection or imposition of Taxes.

    


    3.11
      Employee
      Benefits.

    


    (a)
      Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule,
      neither the Company nor any ERISA Affiliate (as defined herein) maintains or
      contributes to any "employee pension benefit plan", within the meaning of
      section 3(2) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA") ("the Company Pension Plans"), "employee welfare benefit plan", within
      the meaning of Section 3(l) of ERISA (the "Company Welfare Plans"), stock option
      plan, stock purchase plan, stock appreciation right plan, deferred compensation
      plan, severance plan, bonus plan, employment agreement or other similar plan,
      program or arrangement, whether formal or informal, written or unwritten, (the
      plans, programs and arrangements identified in Section 3.11(a) of the Company
      Disclosure Schedule being collectively referred to as the “Company Benefit
      Plans”). The Company has never had an obligation to contribute to any
      "multiemployer plan", within the meaning of sections 3(37) and 4001(a)(3) of
      ERISA. As used herein, “ERISA Affiliate” means any entity required to be
      aggregated with the Company under Section 414(b), (c), (m) or (o) of the Code
      or
      Section 4001 of ERISA.

    


    
      
         

      

      
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    (b)
      The
      Company has delivered to Buyer a complete and accurate copy of each of the
      following with respect to each of the Company Pension Plans and the Company
      Welfare Plans: (i) plan document, summary plan description, and summary of
      material modifications (or, if not available or unwritten, a detailed
      description of the foregoing); (ii) trust agreement or insurance contract,
      if
      any; (iii) most recent IRS determination letter, if any; (iv) three most recent
      actuarial reports, if any; and (v) three most recent annual reports on Form
      5500, including any schedules and attachments thereto.

    


    (c)
      At
      December 31, 2005, the fair value of plan assets of the Company Pension Plans
      subject to Title IV of ERISA exceeds the then projected benefit obligation
      of
      each of the Company Pension Plans based upon the actuarial assumptions used
      for
      purposes of the preparation of the Company Financial Statements for the year
      ended December 31, 2005.

    


    (d)
      During the last five years, the PBGC has not asserted any claim for liability
      against the Company which has not been paid in full.

    


    (e)
      All
      premiums (and interest charges and penalties for late payment, if applicable)
      due to the PBGC with respect to each Company Pension Plan have been paid. All
      contributions required to be made to each Company Pension Plan under the terms
      thereof, ERISA or other applicable law have been timely made, and all amounts
      properly accrued to date as liabilities of the Company which have not been
      paid
      have been properly recorded on the books of the Company.

    


    (f)
      Except as disclosed in Section 3.11(f) of the Company Disclosure Schedule,
      each
      of the Company Pension Plans, the Company Welfare Plans and each other plan
      and
      arrangement identified in Section 3.11(a) of the Company Disclosure Schedule
      has
      been operated in compliance in all material respects with the provisions of
      ERISA, the Code, all regulations, rulings and announcements promulgated or
      issued thereunder, and all other applicable governmental laws and regulations.
      Furthermore, except as disclosed in Section 3.11(f) of the Company Disclosure
      Schedule, the IRS has issued a favorable determination letter with respect
      to
      each of the Company Pension Plans and, except as disclosed in Section 3.11(f)
      of
      the Company Disclosure Schedule, no fact or circumstance exists which could
      disqualify any such plan that could not be retroactively corrected (in
      accordance with the procedures of the IRS). No event has occurred and no
      condition exists that could subject the Company or the fund of any Company
      Benefit Plan to an excise Tax or penalty, whether by indemnity or
      otherwise.

    


    (g)
      Except as disclosed in Section 3.11(g) of the Company Disclosure Schedule,
      no
      non-exempt prohibited transaction, within the meaning of Section 4975 of the
      Code or Section 406 of ERISA, has occurred with respect to any of the Company
      Welfare Plans or the Company Pension Plans.

    


    
      
         

      

      
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    (h)
      None
      of the Company Pension Plans or any trust created thereunder has been
      terminated, nor have there been any "reportable events" within the meaning
      of
      Section 4043(b) of ERISA, with respect to any of the Company Pension
      Plans.

    


    (i)
      No
      "accumulated funding deficiency", within the meaning of Section 412 of the
      Code
      and Section 302 of ERISA, has been incurred with respect to any of the Company
      Pension Plans.

    


    (j)
      Except as disclosed in Section 3.11(j) of the Company Disclosure Schedule,
      there
      are no pending, or, to the best knowledge of the Company, threatened or
      anticipated claims (other than routine claims for benefits) by, on behalf of,
      or
      against any, of the Company Pension Plans or the Company Welfare Plans, any
      trusts related thereto or any other plan or arrangement identified in any
      subsection of Section 3.11 of the Company Disclosure Schedule. No assets of
      the
      Company are subject to any lien under Section 412 of the Code.

    


    (k)
      Except as disclosed in Section 3.11(k) of the Company Disclosure Schedule,
      no
      Company Pension Plan or Company Welfare Plan provides medical or death benefits
      (whether or not insured) beyond an employee's retirement or other termination
      of
      service, other than (i) coverage mandated by law, or (ii) death benefits under
      any Company Pension Plan.

    


    (l)
      There
      are no unfunded benefits obligations which are not accounted for by reserves
      shown in the Company Financial Statements and established under GAAP, or
      otherwise noted on the Company Financial Statements. All contributions required
      to have been made or remitted and all expenses required to have been paid by
      the
      Company with respect to any Company Benefit Plan or under ERISA or the Code
      have
      been paid within the time prescribed by such Plan, ERISA or the Code. All
      contributions with respect to each Company Benefit Plan have been currently
      deductible under the Code when made.

    


    (m)
      Except as set forth in Section 3.11(m) of the Company Disclosure Schedule,
      with
      respect to each Company Pension Plan and Company Welfare Plan that is funded
      wholly or partially through an insurance policy, there will be no liability
      of
      the Company as of the Effective Time under any such insurance policy or
      ancillary agreement with respect to such insurance policy in the nature of
      a
      retroactive rate adjustment, loss sharing arrangement or other actual or
      contingent liability arising wholly or partially out of events occurring prior
      to the Effective Time.

    


    (n)
      Except as set forth in Section 3.11(n) of the Company Disclosure Schedule,
      neither the Company nor any ERISA Affiliates has announced to employees, former
      employees or directors an intention to create, or has otherwise created, a
      legally binding commitment to adopt any additional Company Benefit Plans which
      are intended to cover employees or former employees of the Company or any ERISA
      Affiliates or to amend or modify any existing Company Benefit Plan which covers
      or has covered employees or former employees of the Company or any ERISA
      Affiliate.

    


    
      
         

      

      
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    (o)
      No
      Company Pension Plan subject to Title IV of the Code has been terminated, and
      no
      filing of or notice of intent to terminate or initiation by the PBGC to
      terminate has occurred. In addition, there has not been, nor is there likely
      to
      be, a partial termination of a Company Pension Plan within the meaning of
      Section 411(d)(3) of the Code.

    


    (p)
      With
      respect to the Company Benefit Plans, no event has occurred and, to the
      knowledge of the Company, there exists no condition or set of circumstances
      in
      connection with which the Company, or any ERISA Affiliate could be subject
      to
      any liability (other than a liability to pay benefits thereunder) under the
      terms of such Company Benefit Plans, ERISA, the Code or any other applicable
      law, whether by way of indemnity or otherwise.

    


    (q)
      During the period from January 1, 2007 through the date hereof, the Company
      has
      received payments of $1,439,480 in connection with the exercise of stock options
      and has issued 143,948 shares of Company Common Stock in connection with such
      exercises.

    


    3.12
      Company
      Information.

    


    (a)
      The
      information relating to the Company to be contained in the Proxy Statement,
      as
      of the date the Proxy Statement is mailed to shareholders of the Company and
      up
      to and including the date of the meeting of shareholders of the Company to
      which
      such Proxy Statement relates (and, if applicable, the date of the meeting of
      shareholders of the Buyer to which such Proxy Statement may relate), will not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading. 

    


    (b)
      The
      information relating to the Company to be contained in the Company’s
      applications to the Department with respect to the transactions contemplated
      hereby will be accurate in all material respects.

    


    3.13
      Compliance
      with Applicable Law.
      Except
      as set forth in Section 3.13 of the Company Disclosure Schedule, the Company
      holds all material licenses, franchises, permits and authorizations necessary
      for the lawful conduct of its business, and the Company has complied in all
      material respects with and is not in default in any material respect under
      any
      applicable law, statute, order, rule, regulation, policy and/or guideline of
      any
      federal, state or local governmental authority relating to the Company or its
      Trust Accounts and except as disclosed in Section 3.13 of the Company Disclosure
      Schedule, the Company has not received notice of violation of, and does not
      know
      of any such violations of, any of the above.

    


    
      
         

      

      
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    3.14  Certain
      Contracts.

    


    (a)
      Except as disclosed in Section 3.14(a) of the Company Disclosure Schedule,
      the
      Company is not a party to or bound by any contract or understanding (whether
      written or oral) with respect to the employment, retention or termination of
      any
      present or former officers, employees, directors or consultants. The Company
      has
      delivered to Buyer true and correct copies of all employment agreements,
      consulting agreements and termination agreements with officers, employees,
      directors or consultants to which the Company is a party or is
      bound.

    


    (b)
      Except as disclosed in Section 3.14(b) of the Company Disclosure Schedule,
      (i)
      as of the date of this Agreement, the Company is not a party to or bound by
      any
      commitment, agreement or other instrument which is material to the results
      of
      operations or financial condition of the Company, (ii) no commitment, agreement
      or other instrument to which the Company is a party or by which it is bound
      limits the freedom of the Company to compete in any line of business or with
      any
      person, and (iii) the Company is not a party to any collective bargaining
      agreement. For purposes of subparagraph (i) above, any contract with a remaining
      term of greater than one (1) year or involving the payment of more than $10,000
      (other than contracts entered in the ordinary course of business consistent
      with
      past practice) shall be deemed material.

    


    (c)
      Except as disclosed in Section 3.14(c) of the Company Disclosure Schedule,
      neither the Company, nor to the best knowledge of the Company, any other party
      thereto, is in default in any material respect under any material lease,
      contract, mortgage, promissory note, deed of trust, loan or other commitment
      (except those under which the Company will be the creditor) or arrangement
      to
      which the Company is a party.

    


    (d)
      Except as set forth in Section 3.14(d) of the Company Disclosure Schedule,
      neither the entering into of this Agreement nor the consummation of the
      transactions contemplated hereunder will cause the Company, the Surviving Trust
      Company, Buyer or any of its other Subsidiaries to become obligated to make
      any
      payment of any kind to any party, including but not limited to, any termination
      fee, breakup fee or reimbursement fee, pursuant to any agreement or
      understanding between the Company and such party, other than the payments
      contemplated by this Agreement.

    


    (e)
      Except as set forth in Section 3.14(e) of the Company Disclosure Schedule,
      the
      Company is not a party to or bound by any contract (whether written or oral)
      (i)
      with respect to the employment of any directors or independent contractors,
      (ii)
      which, upon the consummation of the transactions contemplated by this Agreement,
      will (either alone or upon the occurrence of any additional acts or events)
      result in any payment or benefits (whether of severance pay or otherwise)
      becoming due, or the acceleration or vesting of any rights to any payment or
      benefits, from Buyer, the Company, the Surviving Trust Company or any of their
      respective Subsidiaries to any director or consultant thereof.

    


    (f)  Except
      as
      set forth in Section 3.14(f) of the Company Disclosure Schedule, the Company
      is
      not a party to or bound by any contract (whether written or oral) which (i)
      is a
      consulting agreement (including data processing, software programming and
      licensing contracts) not terminable on 30 days or less notice involving the
      payment of more than $25,000 per annum, or (v) which materially restricts the
      conduct of any line of business by the Company.

    


    
      
         

      

      
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    (g)
      Section 3.14(g) of the Company Disclosure Schedule contains a schedule showing
      the good faith estimated present value as of September 30, 2006 of the monetary
      amounts payable (including any Tax indemnification payments in respect of income
      and/or excise taxes) and identifying the in-kind benefits due under any plan
      other than a Tax-qualified plan for each director of the Company and each
      officer of the Company with the position of vice president or higher, specifying
      the assumptions in such schedule.

    


    Each
      contract, arrangement, commitment or understanding of the type described in
      this
      Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure
      Schedule, is referred to herein as a "Company Contract". The Company has
      previously delivered or made available to Buyer true and correct copies of
      each
      Company Contract.

     

    


    3.15
      Agreements
      with Regulatory Agencies.
      Except
      as set forth in Section 3.15 of the Company Disclosure Schedule, the Company
      is
      not subject to any cease-and-desist or other order issued by, or is a party
      to
      any written agreement, consent agreement or memorandum of understanding with,
      or
      is a party to any commitment letter or similar undertaking to, or is subject
      to
      any order or directive by, or is a recipient of any extraordinary supervisory
      letter from, or has adopted any board resolutions at the request of (each,
      whether or not set forth on Section 3.15 of the Company Disclosure Schedule,
      a
      "Regulatory Agreement"), any Governmental Entity that restricts the conduct
      of
      its business or that in any manner relates to its management or its business,
      nor has the Company been advised by any Governmental Entity that it is
      considering issuing or requesting any Regulatory Agreement.

    


    3.16 Properties
      and Insurance.

    


    (a)
      The
      Company has good and marketable title free and clear of all liens, encumbrances,
      mortgages, pledges, charges, defaults or equitable interests to all of the
      properties and assets, real and personal, tangible or intangible, which are
      reflected on the consolidated statement of financial condition of the Company
      as
      of September 30, 2006 or acquired after such date, except (i) liens for Taxes
      not yet due and payable or contested in good faith by appropriate proceedings,
      (ii) pledges to secure deposits and other liens incurred in the ordinary course
      of business consistent with past practice, (iii) such imperfections of title,
      easements and encumbrances, if any, as do not interfere with the use of the
      respective property as such property is used on the date of this Agreement,
      (iv)
      for dispositions and encumbrances of, or on, such properties or assets in the
      ordinary course of business consistent with prior practice and which do not
      detract materially from the value thereof and (v) mechanics', materialmen's,
      workmen's, repairmen's, warehousemen's, carrier's and other similar liens and
      encumbrances arising in the ordinary course of business consistent with prior
      practice (the items in clauses (i) through (v), “Permitted Liens”), which
      Permitted Liens do not materially detract from the Company’s property values.
      All leases pursuant to which the Company, as lessee, leases real or personal
      property are valid and enforceable in accordance with their respective terms
      and
      neither the Company nor, to the knowledge of the Company, any other party
      thereto, is in default thereunder in any material respect. All material tangible
      properties of the Company are in a good state of maintenance and repair,
      reasonable wear and tear excepted, conform in all material respects with all
      applicable ordinances, regulations and zoning laws and are considered by the
      Company to be adequate for the current business of the Company.

    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    (b)
      Section 3.16(b) of the Company Disclosure Schedule lists all policies of
      insurance covering business operations and all insurable properties and assets
      of the Company showing all risks insured against, in each case under valid,
      binding and enforceable policies or bonds, with such amounts and such
      deductibles as are specified. Except as disclosed in Section 3.16(b) of the
      Company Disclosure Schedule, the Company has not received any notice of
      cancellation or notice of a material amendment of any such insurance policy
      or
      bond or is in default under such policy or bond, no coverage thereunder is
      being
      disputed and all material claims thereunder have been filed in a timely fashion.
      Section
      3.16(b) of the Company Disclosure Schedule sets forth a complete and accurate
      list of all primary and excess insurance coverage held by the Company currently
      or at any time during the past three years. Copies of all insurance policies
      will be furnished to Buyer promptly after a written request
      therefor.

    


    (c)
      Section 3.16(c) of the Company Disclosure Schedule separately identifies all
      real estate leased by the Company (the “Real Property”). The Company does not
      own any real estate. The Company has furnished to Buyer copies of all leases
      pursuant to which the Real Property is leased by the Company (the “Real Property
      Leases”). The Company does not lease any real estate to any third-party. The
      Company is not in default under any real estate lease to which it is a party.
      The
      Company has valid leasehold interests in all the Real Property, in each case
      free of all liens, encumbrances, mortgages, pledges, charges, defaults or
      equitable interests other than Permitted Liens, none of which, individually
      or
      in the aggregate, impairs the utility, value or marketability of such Real
      Property. Each Real Property Lease is a valid and binding agreement of the
      Company, and no event has occurred and is continuing which, with or without
      notice or lapse of time, would constitute a material default or event of default
      by the Company under any Real Property Lease or, to the Company’s knowledge, by
      any other party thereto. All buildings owned or leased by the Company are in
      good operating condition and fit for operation in the ordinary course of
      business (subject to normal wear and tear). Neither the whole nor any portion
      of
      the Real Property is subject to any governmental decree or order to be sold
      nor
      have any proceedings for the condemnation, expropriation or other taking of
      all
      or any portion of the Real Property been instituted or, to the Company's
      knowledge, threatened by any Governmental Entity, with or without payment
      therefor.

    


    (d)
      Section 3.16(d) of the Company Disclosure Schedule sets forth an accurate and
      complete description of any key man life insurance owned by the Company on
      the
      lives of any of the Company’s executives or directors.

    


    
      
         

      

      
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    3.17 Environmental
      Matters.
      Except
      as set forth in Section 3.17 of the Company Disclosure Schedule: 

    


    (a)
      The
      Company, is in compliance in all material respects with all applicable
      Environmental Laws (as hereinafter defined), including common law, regulations
      and ordinances, and with all applicable decrees, orders and contractual
      obligations relating to pollution or the discharge of, or exposure to, Hazardous
      Materials (as hereinafter defined) in the environment or workplace.

    


    (b)
      There
      is no suit, claim, action or proceeding, pending or, to the knowledge of the
      Company, threatened, before any Governmental Entity or other forum in which
      the
      Company has been or, with respect to threatened proceedings, may be, named
      as a
      defendant (x) for alleged noncompliance (including by any predecessor) with
      any
      Environmental Laws, or (y) relating to the release, threatened release or
      exposure to any Hazardous Material whether or not occurring at or on a site
      owned, leased or operated by the Company; 

    


    (c)
      To
      the knowledge of the Company, during the period of the Company's ownership
      or
      operation of any of its current or former properties, there has been no release
      of Hazardous Materials in, on, under or affecting any such property. To the
      knowledge of the Company, prior to the period of the Company's ownership or
      operation of any of its current or former properties, there was no release
      of
      Hazardous Materials in, on, under or affecting any such property.

    


    (d)
      The
      following definitions apply for purposes of this Section 3.17: (x) "Hazardous
      Materials" means any chemicals, pollutants, contaminants, wastes, toxic
      substances, petroleum or other
      substances or materials regulated under Environmental Laws,
      (y)
“Environmental Laws” means all federal, state and local laws governing
      Environmental Matters, including, but not limited to, the Comprehensive
      Environmental Response, Compensation,
      and
      Liability Act, 42 U.S.C. §9601
      et
      seq.,
      (“CERCLA”),
      the Hazardous Material Transportation Act, 49 U.S.C. §1801 et
      seq.,
      the
      Solid Waste Disposal Act including the
      Resource Conservation and Recovery Act,
      of
      1976,
      42
      U.S.C. §6901
      et
      seq.
      (“RCRA”),
      Clean
      Water
      Act,
33
      U.S.
      C.
      §1251 et
      seq.,
      the
      Clean Air Act, 42 U.S.C. §7401 et
      seq.,
      the
      Toxic Substances Control Act, 15 U.S.C. §2601 et
      seq.,
      the
      Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et
      seq.,
      the
      Emergency Planning and Right-To-Know Act of 1986, 42 U.S.C. §11001 et
      seq.,
      the
      New
      Jersey
      Spill
      Compensation and Control Act, N.J.S.A. 58:10A-23.11, et
      seq.
      (“Spill
      Act”); the
      New
      Jersey Water
      Pollution Control
      Act,
      N.J.S.A. 58:
      10A-1 et
      seq.;
      the
      New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1, et
      seq.
      as in
      effect and amended,
      and
      all
      other
      applicable federal, state, municipal, county and local laws and ordinances,
      and
      the
      rules
      and regulations promulgated thereunder,
      and
      any
applicable
      provisions of
      common
      law and civil law providing for any remedy or right of recovery or right of
      injunctive relief with respect to Environmental Matters, as these laws,
      ordinances, rules and regulations were in the
      past
      or
      are in effect; and (z) "Environmental Matters" means all matters, conditions,
      liabilities, obligations, damages, losses, claims, requirements, prohibitions,
      and restrictions arising out of or relating to the environment, safety, or
      sanitation, or the production, storage, handling, use, emission, release,
      discharge, dispersal, or disposal of any substance, product or waste which
      is
      hazardous or toxic or which is regulated by any Environmental Law
      whatsoever.

    


    
      
         

      

      
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    3.18
      Opinion.
      Prior
      to the execution of this Agreement, the Company has received an oral opinion
      from Berkshire Capital Securities LLC to the effect that the Merger
      Consideration is fair to the shareholders of the Company from a financial point
      of view. 

    


    3.19
      Indemnification.
      Except
      as provided in the Company Contracts identified in Section 3.19 of the Company
      Disclosure Schedule or the Certificate of Incorporation or By-laws of the
      Company, the Company is not a party to any indemnification agreement with any
      of
      its present or former directors, officers, employees, agents or other persons
      who serve or served in any other capacity with any other enterprise at the
      request of the Company (a "Covered Person"), and, to the best knowledge of
      the
      Company, there are no claims for which any Covered Person would be entitled
      to
      indemnification under the Certificate of Incorporation or By-laws of the
      Company, applicable law or regulation or any indemnification
      agreement.

    


    3.20
      Business
      Matters.
      

    


    (a)
      Assuming that the Substitution Order is entered, no consent of any customer
      of
      the Company is required in order for the Company to consummate the Merger or
      for
      the Surviving Trust Company to succeed to all of the business and contractual
      rights of the Company.

    


    (b)  The
      Company has been validly appointed and is the duly acting trustee with respect
      to each of the Trust Accounts and in such capacity, to its knowledge, has valid
      legal title to the Trust Assets. Except as set forth in Section 3.20(b) of
      the
      Company Disclosure Schedule, the Company has not been disqualified or removed
      as
      trustee from any Trust Accounts since January 1, 2004.

    


    (c) The
      Company has made available to Buyer true copies of all Governing Agreements
      in
      the possession of the Company. All of the various Governing Agreements to which
      the Company is a party were duly executed and delivered by it. All of the
      Governing Agreements constitute valid and binding obligations of the Company
      and, to the Company’s knowledge, each of the other parties thereto, enforceable
      against the Company and, to the Company’s knowledge, each such other party in
      accordance with their respective terms, except as may be limited by general
      principles of equity whether applied in a court of law or a court of equity
      and
      by bankruptcy, insolvency, and similar laws affecting creditors’ rights and
      remedies generally. Assuming that the Substitution Order is entered, Newco
      and
      the parties hereto will not be required, in order to consummate the Merger,
      to
      obtain a consent from any party under any Governing Agreement with respect
      to a
      Non-objecting Trust Account.

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    (d)  The
      Company has performed, in all material respects, all duties and obligations,
      made all determinations and complied, in all material respects, with all
      administrative procedures required to be performed or made by it under each
      of
      the Governing Agreements with respect to each of the Trust
      Accounts.

    


    (e) The
      Company has properly administered in all material respects all of the Trust
      Accounts in accordance with the terms of the Governing Agreements, applicable
      state and federal statutory laws and regulations and applicable common law
      fiduciary standards (including standards with respect to conflicts of interest
      and self-dealing). To the Company’s knowledge, neither the Company nor any of
      their respective directors, officers or employees has committed any breach
      of
      trust with respect to any of the Trust Accounts.

    


       (f) 
      The Company has provided Buyer with a true, correct and complete listing, as
      of
      December 31, 2006, of all of the Trust Accounts, the Trust Assets and the Fair
      Market Value of the Trust Assets held in such Trust Accounts together with
      the
      account number, the Fair Market Value of the assets under management as of
      such
      date and the fees paid and accrued in 2006 with respect to each Trust
      Account.

    


    (g) To
      the Company’s knowledge, there is no default existing under any Governing
      Agreement and there is no event of default (as defined in any such Governing
      Agreement) or event, which with the lapse of time or giving of notice, or both,
      would constitute an event of default under any Governing Agreement.

    


    (h)
      The
      Company’s files relating to the Trust Accounts contain copies of all Governing
      Agreements that are in the Company’s possession or under its control and all
      other material documentation within its possession or under its control
      regarding the Company’s performance of and compliance with its duties and
      obligations under the Governing Agreements, including, without limitation,
      all
      material correspondence within the Company’s possession or under its control
      between the Company and other persons relating to any of the Trust
      Accounts.

    


    (i)
      The
      Company’s fee arrangements with respect to the Trust Accounts are enforceable in
      accordance with the terms of the applicable Governing Agreements, except as
      may
      be limited by general principles of equity whether applied in a court of law
      or
      a court of equity and by bankruptcy, insolvency, and similar laws affecting
      creditors’ rights and remedies generally. 

    


    3.21
      Reorganization.
      The
      Company has no reason to believe that the Merger will fail to qualify as a
      reorganization under Section 368(a) of the Code.

    


    3.22
      Related
      Party Transactions.
      Except
      as set forth in Section 3.22 of the Company Disclosure Schedule, since January
      1, 2005, the Company has not engaged in any transaction with an officer,
      director or shareholder of the Company of the type which would be required
      to be
      disclosed pursuant to Item 404 of Rule S-K of the Securities and Exchange
      Commission if the Company were subject to such Item.

    


    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    3.23
      Disclosure.
      No
      representation or warranty contained in Article III of this Agreement or in
      the
      Company Disclosure Schedules contains any untrue statement of a material fact
      or
      omits to state a material fact necessary to make the statements in Article
      III
      not misleading.

    


    3.24
      Employees;
      Employment Matters.

    


    (a)
      Section 3.24(a) of the Company Disclosure Schedule lists the
      names
      and titles of, and current annual compensation and most recent annual bonus
      for,
      each current employee of the Company, together with a description of any
      agreements concerning such employees and the individual’s employee status (e.g.,
      full-time, part-time, temporary, active, leave of absence, hourly,
      salaried).

    


    (b)
      There
      are no personnel policies applicable to the employees of the
      Company.

    


    (c)
      Section 3.24(c) of the Company Disclosure Schedule lists all shares of Company
      Common Stock issued pursuant to any restricted stock agreement (written or
      unwritten) including (i) the date such shares were sold or awarded, (ii) the
      purchase price per share, if any, (iii) the number of shares issued, (iv) the
      number of such shares which, as of the date hereof, have vested, and (v) the
      vesting schedule for such shares which, as of the date hereof, have not vested.
      

     

    (d)
      Except as set forth in Section 3.24(d) of the Company Disclosure Schedule,
      with
      respect to current and former employees and service providers of the Company
      (each an “Employee”):

    


    (i)
      The
      Company is and has been in compliance in all material respects with all
      applicable laws respecting employment and employment practices, terms and
      conditions of employment and wages and hours, including any laws respecting
      minimum wage and overtime payments, employment discrimination, workers’
compensation, family and medical leave, immigration, and occupational safety
      and
      health requirements, and has not and is not engaged in any unfair labor
      practice;

    


    (ii)
      there is no basis for any claim by any Employee that such Employee was subject
      to a wrongful discharge or any employment discrimination by the Company, or
      their respective management, arising out of or relating to such Employee’s race,
      sex, age, religion, national origin, ethnicity, handicap or any other protected
      characteristic under applicable laws;

    


    (ii)
      there is not now, nor within the past six years has there been, any actions,
      suits, claims, labor disputes or grievances pending, or, to the knowledge of
      the
      Company, threatened or reasonably anticipated relating to any labor, safety
      or
      discrimination matters involving any Employee, including charges of unfair
      labor
      practices or discrimination complaints, which, if adversely determined, would,
      individually or in the aggregate, result in any liability to the
      Company;

    


    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    (iii)
      the
      Employees of the Company are not and have never been represented by any labor
      union, no collective bargaining agreement is binding and in force against the
      Company or currently being negotiated by the Company, and to the Company’s
      knowledge, no union organization campaign is in progress with respect to any
      of
      the Employees, and no question concerning representation exists respecting
      such
      Employees;

    


    (iv)
      the
      Company has not entered into any agreement, arrangement or understanding
      restricting its ability to terminate the employment of any or all of its
      Employees at any time, for any lawful or no reason, without penalty or
      liability;

    


    (v)
      to
      the Company’s knowledge, each person classified by the Company as an independent
      contractor satisfies and has satisfied the requirements of any applicable law
      to
      be so classified, and the Company has fully and accurately reported such
      independent contractors’ compensation on IRS Forms 1099 when required to do
      so;

    


    (vi)
      the
      Company does not have any liability for any payment with respect to unemployment
      compensation benefits, social security or other benefits or obligations for
      Employees (other than routine payments to be made in the normal course of
      business and consistent with past practice); and

    


    (vii)
      there are no pending, threatened or reasonably anticipated claims or actions
      against the Company under any worker’s compensation policy or long-term
      disability policy.

    


    (f)
      No
“mass
      layoff,” “plant closing” or similar event as defined by the Worker Adjustment
      and Retraining Notification Act with respect to the Company has
      occurred.

    


    ARTICLE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby represents and warrants to the Company as follows: 

    


    4.1
      Corporate
      Organization.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of New Jersey. Buyer has the corporate power and authority
      to
      own or lease all of its properties and assets and to carry on its business
      as it
      is now being conducted, and is duly licensed or qualified to do business in
      each
      jurisdiction in which the nature of the business conducted by it or the
      character or location of the properties and assets owned or leased by it makes
      such licensing or qualification necessary, except where the failure to be so
      licensed or qualified would not have a Material Adverse Effect on Buyer. As
      used
      in this Agreement, the term "Material Adverse Effect" means, with respect to
      the
      Buyer, a material adverse effect on (i) the business, assets, results of
      operations or financial condition of Buyer and its Subsidiaries, taken as a
      whole, other than any such effect attributable to or resulting from (A) any
      change, effect, event or occurrence relating to the United States economy or
      financial or securities markets in general, (B) any change, effect, event or
      occurrence relating to the financial services industry to the extent not
      affecting Buyer and its Subsidiaries to a materially greater extent than it
      affects other entities in such industry, (C) any change in banking or similar
      laws, rules or regulations of general applicability or interpretations thereof
      by courts or governmental authorities, (D) any change in generally accepted
      accounting principles or regulatory accounting principles applicable to Buyer
      and its Subsidiaries and other entities in Buyer’s industry or (E) any action or
      omission of Buyer or its Subsidiaries taken with the prior written consent
      of
      the Company or (ii) the ability of Buyer and its Subsidiaries to consummate
      the
      transactions contemplated hereby. Buyer is registered as a bank holding company
      under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Buyer
      has
      delivered to the Company’s counsel true and complete copies of the Certificate
      of Incorporation and By-laws of Buyer.

    


    
      
         

      

      
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    4.2
      Capitalization.

    


    (a)
      The
      authorized capital stock of Buyer consists of Twenty Million (20,000,000) shares
      of Buyer Common Stock and Five Million (5,000,000) shares of preferred stock,
      no
      par value (the "Buyer Preferred Stock"). As of December 31, 2006, there were
      13,248,406 shares of Buyer Common Stock outstanding, 1,219,556 shares of Buyer
      Common Stock held by Buyer as treasury stock, no shares of Buyer Preferred
      Stock
      outstanding and no shares of Buyer Preferred Stock held by Buyer as treasury
      stock. As of December 31, 2006, there were no shares of Buyer Common Stock
      or
      Buyer Preferred Stock reserved for issuance upon exercise of outstanding stock
      options or otherwise except for (x) 923,439 shares of Buyer Common Stock
      reserved for issuance pursuant to Buyer’s stock incentive plans (the “Buyer
      Option Plans”), copies of which have been delivered to the Company’s counsel,
      and (y) 573,954
      shares
      of Buyer Common Stock reserved for issuance pursuant to Buyer’s dividend
      reinvestment and stock purchase plan, a copy of which has been delivered to
      the
      Company’s counsel (the “DRP Plan”). All of the issued and outstanding shares of
      Buyer Common Stock have been duly authorized and validly issued and are fully
      paid, nonassessable and free of preemptive rights, with no personal liability
      attaching to the ownership thereof. Except for shares of capital stock issuable
      pursuant to the Buyer Option Plans and the DRP Plan, as of the date hereof
      Buyer
      does not have and is not bound by any outstanding subscriptions, options,
      warrants, calls, commitments or agreements of any character calling for the
      purchase or issuance of any shares of Buyer Common Stock or Buyer Preferred
      Stock or any other equity security of Buyer or any securities representing
      the
      right to purchase or otherwise receive any shares of Buyer Common Stock or
      any
      other equity security of Buyer. The shares of Buyer Common Stock to be issued
      pursuant to the Merger will be duly authorized and validly issued and, at the
      Effective Time, all such shares will be fully paid, nonassessable and free
      of
      preemptive rights, with no personal liability attaching to the ownership
      thereof.

    


    (b)
      Buyer
      owns all of the issued and outstanding shares of the capital stock of Union
      Center National Bank, free and clear of all liens, charges, encumbrances and
      security interests whatsoever, and all of such shares are duly authorized and
      validly issued and are fully paid, nonassessable and free of preemptive rights,
      with no personal liability attaching to the ownership thereof. As of the date
      of
      this Agreement, Union Center National Bank is not bound by any outstanding
      subscriptions, options, warrants, calls, commitments or agreements of any
      character with any party that is not a direct or indirect Subsidiary of Buyer
      calling for the purchase or issuance of any shares of capital stock or any
      other
      equity security of Union Center National Bank or any securities representing
      the
      right to purchase or otherwise receive any shares of capital stock or any other
      equity security of Union Center National Bank.

    


    
      
         

      

      
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    4.3
      Authority;
      No Violation.

    


    (a)
      Buyer
      has full corporate power and authority to execute and deliver this Agreement
      and, subject to the parties’ obtaining (i) all regulatory approvals required to
      organize Newco, effectuate the Merger and transfer the outstanding equity
      interests of the Surviving Trust Company to Union Center National Bank and
      (ii)
      the other approvals listed in Section 4.4, to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby have been duly and validly
      approved by the Board of Directors of Buyer. With the exception of steps to
      be
      taken to organize Newco and to cause Newco to execute the joinder agreement
      referred to herein, no other corporate proceedings on the part of Buyer are
      necessary to approve this Agreement and to consummate the transactions
      contemplated hereby. This Agreement has been duly and validly executed and
      delivered by Buyer and (assuming due authorization, execution and delivery
      by
      the Company) this Agreement constitutes a valid and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms, except as enforcement
      may be limited by general principles of equity whether applied in a court of
      law
      or a court of equity and by bankruptcy, insolvency and similar laws affecting
      creditors' rights and remedies generally.

    


    (b)
      Neither the execution and delivery of this Agreement by Buyer, nor the
      consummation by Buyer of the transactions contemplated hereby, nor compliance
      by
      Buyer with any of the terms or provisions hereof, will (i) violate any provision
      of the Certificate of Incorporation or By-Laws of Buyer or the certificate
      of
      incorporation, by-laws or similar governing documents of any of its
      Subsidiaries, or (ii) assuming that the consents and approvals referred to
      in
      Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance,
      rule, regulation, judgment, order, writ, decree or injunction applicable to
      Buyer or any of its Subsidiaries, or any of their respective properties or
      assets, or (y) violate, conflict with, result in a breach of any provision
      of or
      the loss of any benefit under, constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, result
      in
      the termination of or a right of termination or cancellation under, accelerate
      the performance required by, or result in the creation of any lien, pledge,
      security interest, charge or other encumbrance upon any of the respective
      properties or assets of Buyer or any of its Subsidiaries under, any of the
      terms, conditions or provisions of any note, bond, mortgage, indenture, deed
      of
      trust, license, lease, agreement or other instrument or obligation to which
      Buyer or any of its Subsidiaries is a party, or by which they or any of their
      respective properties or assets may be bound or affected, except, with respect
      to (x) and (y) above, such as individually or in the aggregate will not have
      a
      Material Adverse Effect on Buyer.

    


    
      
         

      

      
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    4.4
      Consents
      and Approvals.
      Except
      for (a) the filing of applications and notices, as applicable, with the OCC
      and
      Federal Reserve Board and approval of such applications and notices, (b) the
      formation of Newco and the filing of applications and notices, as applicable,
      with the Department and approval of such applications and notices, (c) the
      filing with the SEC of the Proxy Statement and the filing and declaration of
      effectiveness of the S-4, (d) the approval of this Agreement by the requisite
      vote of the shareholders of the Company, (e) the filing of the Departmental
      Notice with the Department, (f) approval of the listing of the Buyer Common
      Stock to be issued in the Merger on the Nasdaq/GSM, (g) such filings as shall be
      required to be made with any applicable state securities bureaus or commissions,
      (h) such consents, authorizations, approvals or exemptions as may be required
      under the Environmental Laws, (i) the
      filing with the Superior Court of New Jersey of the Fiduciary Petition and
      the
      issuance by the Superior Court of New Jersey of the Substitution
      Order,
      and (j)
      confirmation, to Buyer’s satisfaction, that all conditions to the issuance of
      Buyer Common Stock hereunder without registration under the Securities Act
      of
      1933 have been satisfied, no consents or approvals of or filings or
      registrations with any Governmental Entity or with any third party are necessary
      in connection with (1) the execution and delivery by Buyer of this Agreement
      and
      (2) the consummation by Newco of the Merger and the other transactions
      contemplated hereby.

    


    4.5
      Reports.
      Buyer
      and each of its Subsidiaries have timely filed all reports, registrations and
      statements, together with any amendments required to be made with respect
      thereto, that they were required to file since December 31, 2001 with (i) the
      Federal Reserve Board, (ii) the OCC, (iii) the Federal Deposit Insurance
      Corporation (the “FDIC”) and (iv) any other Governmental Entity that regulates
      Buyer or any of its Subsidiaries (collectively with the FRB, the OCC and the
      FDIC, the "Buyer’s Regulatory Agencies"), and have paid all fees and assessments
      due and payable in connection therewith. Except for normal examinations
      conducted by the Buyer’s Regulatory Agencies in the regular course of the
      business of Buyer and its Subsidiaries, no Buyer’s Regulatory Agency has
      initiated any proceeding or, to the knowledge of Buyer, investigation into
      the
      business or operations of Buyer or any of its Subsidiaries since December 31,
      2001 the effect of which is reasonably likely to have a Material Adverse Effect
      on Buyer. There is no unresolved violation, criticism, or exception by any
      Buyer’s Regulatory Agency with respect to any report or statement relating to
      any examinations of Buyer or any of its Subsidiaries the effect of which is
      reasonably likely to have a Material Adverse Effect on Buyer.

    


    
      
         

      

      
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    4.6
      Financial
      Statements.
      Buyer
      has previously made available to the Company copies of the consolidated
      statements of financial condition of Buyer and its Subsidiaries as of December
      31, 2004 and 2005 and the related consolidated statements of income, changes
      in
      shareholders' equity and cash flows for the years ended December 31, 2003,
      2004
      and 2005, in each case accompanied by the audit report of KPMG LLP, independent
      public accountants with respect to Buyer, and the notes related thereto; and
      (b)
      the consolidated statements of financial condition of Buyer and its Subsidiaries
      as of September 30, 2005 and 2006, and the related consolidated statements
      of
      income and cash flows of Buyer for the nine months ended September 30, 2005
      and
      2006 (the financial statements referenced in clauses (a) and (b), the “Buyer
      Financial Statements”). KPMG LLP was independent with respect to Buyer and its
      Subsidiaries to the extent required by Regulation S-X of the SEC. The
      consolidated statements of financial condition of Buyer (including the related
      notes, where applicable) included within the Buyer Financial Statements fairly
      present, and the consolidated statements of financial condition of Buyer
      (including the related notes, where applicable) to be incorporated by reference
      in the S-4 will fairly present, the consolidated financial position of Buyer
      and
      its Subsidiaries as of the dates thereof, and the consolidated statements of
      income, changes in shareholders' equity and cash flows (including the related
      notes, where applicable) included within the Buyer Financial Statements fairly
      present, and the consolidated statements of income, changes in shareholders'
      equity and cash flows of Buyer (including the related notes, where applicable)
      to be incorporated by reference in the S-4 will fairly present, the results
      of
      the consolidated operations and consolidated financial position of Buyer and
      its
      Subsidiaries for the respective fiscal periods therein set forth; each of the
      Buyer Financial Statements (including the related notes, where applicable)
      complies, and each of such consolidated financial statements (including the
      related notes, where applicable) to
      be
      incorporated by reference in the S-4 will comply, with applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto, including without limitation Regulation S-X; and each of the
      Buyer Financial Statements (including the related notes, where applicable)
      has
      been, and each of such consolidated financial statements (including the related
      notes, where applicable) to be incorporated by reference in the S-4 will be,
      prepared in accordance with generally accepted accounting principles
      consistently applied during the periods involved, except, in the case of
      unaudited statements, as permitted by the SEC with respect to financial
      statements included on Form 10-Q. The books and records of Buyer and its
      Subsidiaries have been, and are being, maintained in accordance with generally
      accepted accounting principles and any other applicable legal and accounting
      requirements.

    


    4.7
      SEC
      Reports.
      Buyer
      has previously made available to the Company’s counsel a true and correct copy
      of each final registration statement, prospectus, report, schedule and
      definitive proxy statement filed since December 31, 2004 by Buyer with the
      SEC
      pursuant to the Securities Act of 1933 (the “Securities Act”) or the Securities
      Exchange Act of 1934 (the “Exchange Act” and such statements, prospectuses,
      reports and schedules, the "Buyer Reports"), and no such registration statement,
      prospectus, report, schedule or proxy statement contained any untrue statement
      of a material fact or omitted to state any material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances in which they were made, not misleading, except that information
      as of a later date shall be deemed to modify information as of an earlier date.
      Buyer has timely filed all Buyer Reports and other documents required to be
      filed by it under the Securities Act and the Exchange Act, and, as of their
      respective dates, all Buyer Reports complied in all material respects with
      the
      published rules and regulations of the SEC with respect thereto.

    


    
      
         

      

      
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    4.8
      Absence
      of Certain Changes or Events.
      Except
      as disclosed in any Buyer Report filed with the SEC prior to the date of this
      Agreement, since December 31, 2005, there has been no change or development
      or
      combination of changes or developments which, individually or in the aggregate,
      has had a Material Adverse Effect on Buyer.

    


    4.9
      Legal
      Proceedings.

    


    (a)
      Except as disclosed in any Buyer Report filed with the SEC prior to the date
      of
      this Agreement or as may arise in connection with any proxy contest relating
      to
      Buyer’s 2007 annual meeting of shareholders, neither Buyer nor any of its
      Subsidiaries is a party to any, and there are no pending or, to Buyer's
      knowledge, threatened, legal, administrative, arbitral or other proceedings,
      claims, actions or governmental or regulatory investigations of any material
      nature against Buyer or any of its Subsidiaries or challenging the validity
      or
      propriety of the transactions contemplated by this Agreement.

    


    (b)
      There
      is no injunction, order, judgment, decree, or regulatory restriction imposed
      upon Buyer, any of its Subsidiaries or the assets of Buyer or any of its
      Subsidiaries, other than any such injunction, order, judgment, decree, or
      regulatory restriction which would not have a Material Adverse Effect upon
      Buyer.

    


    4.10
      Buyer
      Information.

    


    (a)
      The
      information relating to Buyer and Newco to be contained in the Proxy Statement,
      as of the date the Proxy Statement is mailed to shareholders of the Company,
      and
      up to and including the date of the meeting of shareholders of the Company
      to
      which such Proxy Statement relates, will not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The Proxy Statement (except for such portions thereof that relate
      only to the Company or any of its Subsidiaries) will comply in all material
      respects with the provisions of the Exchange Act and the rules and regulations
      thereunder.

    


    (b)
      The
      information relating to Buyer and Newco to be contained in Buyer’s and Newco’s
      applications to the OCC, the Federal Reserve Board and the Department will
      be
      accurate in all material respects.

    


    4.11
      Compliance
      with Applicable Law.
      Each of
      Buyer and its Subsidiaries hold all material licenses, franchises, permits
      and
      authorizations necessary for the lawful conduct of its business, and each of
      Buyer and each of its Subsidiaries has complied with and is not in default
      in
      any respect under any applicable law, statute, order, rule, regulation, policy
      and/or guideline of any federal, state or local governmental authority relating
      to Buyer or its Subsidiaries (other than where such defaults or non-compliance
      will not, alone or in the aggregate, have a Material Adverse Effect on Buyer
      and
      its Subsidiaries, taken as a whole) and Buyer and its Subsidiaries have not
      received notice of violation of, and do not know of any such violations of,
      any
      of the above which have had or are likely to have a Material Adverse Effect
      on
      Buyer.

    


    
      
         

      

      
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    4.12
      Agreements
      with Regulatory Agencies.
      Neither
      Buyer nor any of its Subsidiaries is subject to any Regulatory Agreement with
      any Governmental Entity that restricts the conduct of its business or that
      in
      any manner relates to its capital adequacy, its credit policies, its management
      or its business, nor has Buyer or any of its Subsidiaries been advised by any
      Governmental Entity that it is considering issuing or requesting any Regulatory
      Agreement.

    


    4.13
      Reorganization.
      Buyer
      has no reason to believe that the Merger will fail to qualify as a
      reorganization under Section 368(a) of the Code.

    


    4.14
      Disclosure.
      No
      representation or warranty contained in Article IV of this Agreement contains
      any untrue statement of a material fact or omits to state a material fact
      necessary to make the statements in Article IV not misleading.

    


    ARTICLE
      V

    


    COVENANTS
      RELATING TO CONDUCT OF BUSINESS

    


    5.1
      Covenants
      of the Company.
      Except
      as expressly provided in this Agreement, during the period from the date of
      this
      Agreement to the Effective Time, the Company shall use commercially reasonable
      efforts to (i) conduct its business in the ordinary and usual course consistent
      with past practices and prudent business practices; (ii) maintain and preserve
      intact its business organization, properties, leases, employees and advantageous
      business relationships and retain the services of its officers and key
      employees, (iii) take no action which would adversely affect or delay the
      ability of the Company, Buyer or Newco to perform its covenants and agreements
      on a timely basis under this Agreement and (iv) take no action which would
      adversely affect or delay the ability of the Company, Buyer or Newco to obtain
      any necessary approvals, consents, orders (including the Substitution Order)
      or
      waivers of any governmental authority required for the transactions contemplated
      hereby or which would reasonably be expected to result in any such approvals,
      consents, orders or waivers containing any material condition or restriction.
      Without limiting the generality of the foregoing, and except as set forth in
      Section 5.1 of the Company Disclosure Schedule or as otherwise specifically
      provided by this Agreement or consented to in writing by Buyer, the Company
      shall not: 

    


    (a)
      declare or pay any dividends on, or make other distributions in respect of,
      any
      of its capital stock;

    


    
      
         

      

      
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    (b)
      (i)
      repurchase, redeem or otherwise acquire (except for the acquisition of Trust
      Account Shares and DPC Shares, as such terms are defined in Section 1.5(b)
      hereof) any shares of the capital stock of the Company, or any securities
      convertible into or exercisable for any shares of the capital stock of the
      Company, (ii) split, combine or reclassify any shares of its capital stock
      or
      issue or authorize or propose the issuance of any other securities in respect
      of, in lieu of or in substitution for shares of its capital stock, or (iii)
      issue, deliver or sell, or authorize or propose the issuance, delivery or sale
      of, any shares of its capital stock or any securities convertible into or
      exercisable for, or any rights, warrants or options to acquire, any such shares,
      or enter into any agreement with respect to any of the foregoing, except, in
      the
      case of clauses (ii) and (iii), for the issuance of up to a total of 2,500
      shares of Company Common Stock upon the exercise of stock options granted under
      the Company Stock Option Plan prior to the date hereof, any such exercise to
      be
      in accordance with the present terms of such options; 

    


    (c)
      amend
      its Certificate of Incorporation, By-laws or other similar governing documents;
      

    


    (d)
      (i)
      initiate, solicit or encourage, directly or indirectly, any inquiries or the
      making of any proposal or offer (including, without limitation, any proposal
      or
      offer to shareholders of the Company) with respect to a merger, consolidation
      or
      similar transaction involving, or any purchase of, all or more than 10% of
      the
      assets or any equity securities of the Company (any such proposal or offer
      being
      hereinafter referred to as an "Acquisition Proposal") or (ii) engage in any
      negotiations concerning, or provide any confidential information or data to,
      or
      have any discussions with, any person relating to an Acquisition Proposal.
      The
      Company will notify Buyer immediately orally (within 12 hours) and in writing
      (within 24 hours) if any such inquiries, proposals or offers are received by,
      any such information is requested from, or any such negotiations or discussions
      are sought to be initiated or continued with the Company after the date hereof,
      and, as part of such notification, shall disclose to Buyer the identity of
      the
      person making such inquiry, proposal or offer and the substance of such inquiry,
      proposal or offer in reasonable detail and will keep Buyer informed of any
      developments with respect thereto immediately upon the occurrence thereof.
      The
      Company will immediately cease and cause to be terminated any existing
      activities, discussions or negotiations with any parties conducted heretofore
      with respect to any of the foregoing. The Company will take the necessary steps
      to inform its officers, directors, agents, and representatives (including,
      without limitation, any investment banker, attorney or accountant retained
      by
      it) of the obligations undertaken in this Section 5.1(d). The Company will
      promptly request each person (other than Buyer) that has executed a
      confidentiality agreement prior to the date hereof in connection with its
      consideration of a business combination with the Company to return or destroy
      all confidential information previously furnished to such person by or on behalf
      of the Company. The Company shall take all steps necessary to enforce all such
      confidentiality agreements.

    


    (e)
      make
      any capital expenditures other than those which (i) are made in the ordinary
      course of business consistent with past practice or are necessary to maintain
      existing assets in good repair and (ii) in any event are in an amount of no
      more
      than $50,000 in the aggregate; 

    


    
      
         

      

      
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    (f)
      enter
      into any new line of business or offer any new products or services;


    


    (g)
      acquire or agree to acquire, by merging or consolidating with, or by purchasing
      a substantial equity interest in or a substantial portion of the assets of,
      or
      by any other manner, any business or any corporation, partnership, association
      or other business organization or division thereof or otherwise acquire any
      assets, which would be material, individually or in the aggregate, to the
      Company (it being understood that for purposes of this clause “g”, any
      assumption of another institution’s liabilities shall be conclusively deemed to
      be material); 

    


    (h)
      take
      any action that is intended or may reasonably be expected to result in any
      of
      the conditions to the Merger set forth in Article VII not being satisfied;
      

    


    (i)
      change its methods of accounting in effect at December 31, 2005, except as
      required by changes in GAAP or regulatory accounting principles as concurred
      with in writing by the Company's independent auditors; 

    


    (j)(i)
      except as required by applicable law or as required to maintain qualification
      pursuant to the Code, adopt, amend, or terminate any Company Benefit Plan
      (including, without limitation, any plan) or any agreement, arrangement, plan,
      trust, other funding arrangement or policy between the Company and one or more
      of its current or former directors, officers, employees or independent
      contractors, change any trustee or custodian of the assets of any plan or
      transfer plan assets among trustees or custodians, (ii) except for normal salary
      increases in the ordinary course of business consistent with past practice,
      which increases do not exceed, for any employee, 4% of base salary in effect
      on
      the date of this Agreement, increase or accelerate payment of in any manner
      the
      compensation or fringe benefits of any director, officer or employee or pay
      any
      benefit not required by any Plan or agreement as in effect as of the date hereof
      or (iii) grant or award any stock options, stock appreciation rights, restricted
      stock, restricted stock units or performance units or shares; 

    


    (k)
      other
      than activities in the ordinary course of business consistent with past
      practice, sell, lease, encumber, assign or otherwise dispose of, or agree to
      sell, lease, encumber, assign or otherwise dispose of, any of its material
      assets, properties or other rights or agreements except as otherwise
      specifically contemplated by this Agreement; 

    


    (l)
      other
      than in the ordinary course of business consistent with past practice, incur
      any
      indebtedness for borrowed money or assume, guarantee, endorse or otherwise
      as an
      accommodation become responsible for the obligations of any other individual,
      corporation or other entity; 

    


    (m)
      relocate its business; 

    


    
      
         

      

      
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    (n)
      create, renew, amend or terminate or give notice of a proposed renewal,
      amendment or termination of, any material contract, agreement or lease for
      goods, services or office space to which the Company is a party or by which
      the
      Company or its properties is bound, other than the renewal in the ordinary
      course of business of any lease the term of which expires prior to the Closing
      Date; 

    


    (o)
      other
      than in the ordinary course of business consistent with past practice, make
      any
      investment either by purchase of stock or securities, contributions to capital,
      property transfers or purchase of any property or assets of any other
      individual, corporation or other entity; 

    


    (p)
      settle any claim, action or proceeding involving any liability of the Company
      for money damages in excess of $50,000 or involving any material restrictions
      upon the operations of the Company; 

    


    (q)
      except in the ordinary course of business consistent with past practice and
      in
      amounts less than $50,000, waive or release any material right or collateral
      or
      cancel or compromise any extension of credit or other debt or claim;


    


    (r)
      make
      any investment or commitment to invest in real estate or in any real estate
      development project; 

    


    (s)
      elect
      to the Board of Directors of the Company any person who is not a member of
      the
      Board of Directors of the Company as of the date hereof; 

    


    (t)
      make
      any material Tax election or file any claim for a material income Tax refund;
      

    


    (u)
      materially modify its Fee schedule or materially increase or decrease the
      individual Fees applicable to any of the Trust Accounts, unless such
      modification is required by the applicable Governing Agreement;

    


    (v)
      otherwise amend any Governing Agreement unless such amendment is requested
      by a
      beneficiary of the applicable Trust Account or a party to such Governing
      Agreement other than the Company and is otherwise permitted pursuant to the
      terms of such Governing Agreement;

    


    (w)
      take
      any other action outside of the ordinary course of business; or

    


    (x)
      agree
      to do any of the foregoing.

    


    5.2
      Covenants
      of Buyer.
      Except
      as expressly provided in this Agreement and except as may be required in
      connection with any proxy contest that may arise with respect to Buyer’s 2007
      annual meeting of shareholders, during the period from the date of this
      Agreement to the Effective Time, Buyer shall use commercially reasonably efforts
      to (i) maintain and preserve intact its business organization, properties,
      leases, employees and advantageous business relationships and retain the
      services of its officers and key employees, (ii) take no action which would
      adversely affect or delay the ability of the Company or Buyer to perform its
      covenants and agreements on a timely basis under this Agreement, and (iii)
      take
      no action which would adversely affect or delay the ability of the Company,
      Buyer or Newco to obtain any necessary approvals, consents or waivers of any
      governmental authority required for the transactions contemplated hereby or
      which would reasonably be expected to result in any such approvals, consents
      or
      waivers containing any material condition or restriction. Without limiting
      the
      generality of the foregoing, and except as otherwise specifically provided
      by
      this Agreement or consented to in writing by the Company, Buyer shall not,
      and
      shall not permit any of its Subsidiaries to: 

    


    
      
         

      

      
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    (a)
      take
      any action that is intended or may reasonably be expected to result in any
      of
      the conditions to the Merger set forth in Article VII not being satisfied;
      

    


    (b)
      change its methods of accounting in effect at December 31, 2005, except in
      accordance with changes in generally accepted accounting principles or
      regulatory accounting principles as concurred with by Buyer's independent
      auditors; or 

    


    (c)
      agree
      to do any of the foregoing.

    


    ARTICLE
      VI

    


    ADDITIONAL
      AGREEMENTS

    


    6.1
      Regulatory
      Matters.

    


    (a)
      Buyer
      shall promptly prepare and file with the SEC the S-4, in which the Proxy
      Statement will be included as a prospectus. The Company shall cooperate with
      Buyer in the preparation of the Proxy Statement to be included within the S-4.
      Each of the Company and Buyer shall use its reasonable best efforts to have
      the
      S-4 declared effective under the Securities Act as promptly as practicable
      after
      such filing, and the Company shall thereafter mail the Proxy Statement to its
      shareholders in connection with a special meeting of the Company’s shareholders
      to be held as promptly as practicable after the date hereof in connection with
      the approval of this Agreement by the Company’s shareholders (the “Company
      Shareholders’ Meeting”). Buyer shall use its reasonable best efforts to obtain
      all necessary state securities law or "Blue Sky" permits and approvals required
      to carry out the transactions contemplated by this Agreement.

    


    (b)
      The
      parties hereto shall cooperate with each other and use their reasonable best
      efforts to promptly prepare and file all necessary documentation, to effect
      all
      applications, notices, petitions and filings, and to obtain as promptly as
      practicable all permits, consents, orders (including the Substitution Order),
      approvals and authorizations of all third parties and Governmental Entities
      which are necessary or advisable to consummate the transactions contemplated
      by
      this Agreement (including without limitation the organization of Newco, the
      consummation of the Merger, the filing of the Fiduciary Petition, the submission
      of any certification, document or other instrument contemplated by the Fiduciary
      Act, the issuance of the Substitution Order, the performance of all steps
      contemplated by the recitals to this Agreement and the transfer of the equity
      interests of the Surviving Company Subsidiary to Union Center National Bank).
      The Company and Buyer shall have the right to review in advance, and to the
      extent practicable each will consult the other on, in each case subject to
      applicable laws relating to the exchange of information, all the information
      relating to the Company or Buyer, as the case may be, and any of Buyer’s
      Subsidiaries, which appears in any filing made with, or written materials
      submitted to, any third party or any Governmental Entity in connection with
      the
      transactions contemplated by this Agreement. In exercising the foregoing right,
      each of the parties hereto shall act reasonably and as promptly as practicable.
      The parties hereto agree that they will consult with each other with respect
      to
      the obtaining of all permits, consents, approvals and authorizations of all
      third parties and Governmental Entities necessary or advisable to consummate
      the
      transactions contemplated by this Agreement and each party will keep the other
      apprised of the status of matters relating to completion of the transactions
      contemplated herein.

    


    
      
         

      

      
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    (c)
      Buyer
      and the Company shall, upon request, furnish each other with all information
      concerning themselves, their Subsidiaries, directors, officers and shareholders
      and such other matters as may be reasonably necessary or advisable in connection
      with the Proxy Statement, the S-4 and any other statement, filing, notice or
      application made by or on behalf of Buyer, the Company or any of Buyer’s
      Subsidiaries to any Governmental Entity in connection with the Merger (including
      any documentation required pursuant to the Fiduciary Act) and the other
      transactions contemplated by this Agreement. Buyer agrees promptly to advise
      the
      Company if at any time prior to the Company Shareholders’ Meeting any
      information provided by Buyer for the Proxy Statement becomes incorrect or
      incomplete in any material respect and promptly to provide Company with the
      information needed to correct such inaccuracy or omission. Buyer shall promptly
      furnish the Company with such supplemental information as may be necessary
      in
      order to cause the Proxy Statement, insofar as it relates to Buyer and its
      Subsidiaries, to comply with all applicable legal requirements. The Company
      agrees promptly to advise Buyer if at any time prior to the Company
      Shareholders’ Meeting any information provided by the Company for the Proxy
      Statement becomes incorrect or incomplete in any material respect and promptly
      to provide Buyer with the information needed to correct such inaccuracy or
      omission. The Company shall promptly furnish Buyer with such supplemental
      information as may be necessary in order to cause the Proxy Statement, insofar
      as it relates to the Company, to comply with all applicable legal
      requirements.

    


    (d)
      Buyer
      and the Company shall promptly furnish each other with copies of written
      communications received by Buyer or the Company, as the case may be, or any
      of
      their respective Subsidiaries, affiliates or associates (as such terms are
      defined in Rule 12b-2 under the Exchange Act as in effect on the date of this
      Agreement) from, or delivered by any of the foregoing to, any Governmental
      Entity in respect of the transactions contemplated hereby.

    


    
      
         

      

      
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    6.2
      Access
      to Information.

    


    (a)
      The
      Company shall permit Buyer and its representatives, and Buyer shall permit,
      and
      shall cause each of Buyer’s Subsidiaries to permit, the Company and its
      representatives, reasonable access to their respective properties, and shall
      disclose and make available to Buyer and its representatives, or the Company
      and
      its representatives, as the case may be, all books, papers and records relating
      to its assets, stock ownership, properties, operations, obligations and
      liabilities, including, but not limited to, all books of account (including
      the
      general ledger), Tax records, minute books of directors' and shareholders'
      meetings (excluding information related to the Merger), organizational
      documents, Bylaws, material contracts and agreements, filings with any
      regulatory authority, accountants' work papers, litigation files, plans
      affecting employees, and any other business activities or prospects in which
      Buyer and its representatives or the Company and its representatives may have
      a
      reasonable interest, all to the extent reasonably requested by the party seeking
      such access. Neither party shall be required to provide access to or to disclose
      information where such access or disclosure would violate or prejudice the
      rights of any customer, would contravene any law, rule, regulation, order or
      judgment or would waive any privilege. The parties will use their reasonable
      best efforts to obtain waivers of any such restriction (other than waivers
      of
      the attorney-client privilege) and in any event make appropriate substitute
      disclosure arrangements under circumstances in which the restrictions of the
      preceding sentence apply. For
      purposes of Buyer’s investigation pursuant to this Section 6.2(a), the
      Company, upon reasonable written or oral notice, shall use its commercially
      reasonable efforts to attempt to cause any third party under contract to the
      Company to furnish to Buyer, and to its authorized representatives, reasonable
      access to such party’s books, records and properties, including, without
      limitation, all investment, regulatory, financial, accounting, and tax records
      and files relating to the administration of the Trust Accounts, and all files,
      computer records and account information necessary for the conversion after
      the
      Closing Date of the Trust Accounts, from the operating systems of the Company
      to
      such systems as Buyer may designate. To the extent necessary, the Company shall
      use its reasonable efforts to attempt to cause any third party servicer or
      other
      third party to provide access to such party’s premises and adequate space and
      facilities and the cooperation of its personnel, including, without limitation,
      copying facilities, to the end that such examination shall be completed
      expeditiously, completely and accurately. Any such investigation or examination
      pursuant to this Section 6.2(a) shall be at Buyer’s expense. Without
      limiting any of the foregoing, Buyer and its authorized representatives shall
      be
      specifically entitled to conduct (and the Company shall use its commercially
      reasonable efforts to attempt to enable it to conduct) tests of any matters
      as
      they deem reasonably appropriate.

    


    (b)
      During the period from the date of this Agreement to the Effective Time, each
      of
      the Company and Buyer will cause one or more of its designated representatives
      to confer with representatives of the other party on a monthly or more frequent
      basis regarding its business, operations, properties, assets and financial
      condition and matters relating to the completion of the transactions
      contemplated herein. On a monthly basis, the Company agrees to provide Buyer
      with internally prepared consolidated profit and loss statements no later than
      20 days after the close of each calendar month. As soon as reasonably available,
      but in no event more than 40 days after the end of each fiscal quarter (other
      than the last fiscal quarter of each fiscal year), the Company will deliver
      to
      Buyer and Buyer will deliver to the Company their respective consolidated
      quarterly financial statements. As soon as reasonably available, but in no
      event
      more than 75 days after the end of each calendar year, the Company will deliver
      to Buyer and Buyer will deliver to the Company their respective consolidated
      annual financial statements.

    


    
      
         

      

      
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    (c)
      All
      information furnished pursuant to Sections 6.2(a) and 6.2(b) shall be subject
      to, and each of the Company and Buyer shall hold all such information in
      confidence in accordance with, the provisions of the confidentiality
      agreement.

    


    (d)
      No
      investigation by either of the parties or their respective representatives
      shall
      affect the representations, warranties, covenants or agreements of the other
      set
      forth herein.

    


    6.3
      Company
      Shareholders’ Meeting.
      The
      Company shall take all steps necessary to duly call, give notice of, convene
      and
      hold the Company Shareholders’ Meeting to be held as soon as is reasonably
      practicable after the date on which the S-4 becomes effective for the purpose
      of
      voting upon the approval and adoption of this Agreement and the consummation
      of
      the transactions contemplated hereby. The Company will, through its Board of
      Directors, except to the extent legally required for the discharge by the Board
      of Directors of its fiduciary duties as advised by such Board's legal counsel
      and the provisions of Article VIII, recommend to its shareholders approval
      of
      this Agreement and the transactions contemplated hereby and such other matters
      as may be submitted to its shareholders in connection with this Agreement.
      Buyer, in reasonable consultation with the Company, shall make all arrangements
      with respect to the printing and mailing of the Proxy Statement.

    


    6.4
      Legal
      Conditions to Merger.
      Each of
      Buyer and the Company shall, and shall cause its Subsidiaries to, use their
      reasonable best efforts (a) to take, or cause to be taken, all actions
      necessary, proper or advisable to comply promptly with all legal requirements
      which may be imposed on such party or Buyer’s Subsidiaries with respect to the
      Merger and, subject to the conditions set forth in Article VII hereof, to
      consummate the transactions contemplated by this Agreement and (b) to obtain
      (and to cooperate with the other party to obtain) any consent, authorization,
      order or approval of, or any exemption by, any Governmental Entity and any
      other
      third party which is required to be obtained by the Company or Buyer or any
      of
      Buyer’s Subsidiaries in connection with the Merger and the other transactions
      contemplated by this Agreement, and to comply with the terms and conditions
      of
      such consent, authorization, order or approval.

    


    6.5 Affiliates.
      The
      Company has confirmed to Buyer’s counsel the identity of all "affiliates" of the
      Company under Rule 145 of the Securities Act, including, without limitation,
      all
      directors and executive officers of the Company. Promptly, but in any event
      within two weeks after the execution and delivery of this Agreement, the Company
      shall deliver to Buyer executed letter agreements, each substantially in the
      form of Exhibit
      B
      hereto,
      executed by each such person so identified as an affiliate of the Company
      agreeing (i) to comply with Rule 145 and (ii) if such person has not executed
      the Shareholders’ Agreement, to be present in person or by proxy and vote in
      favor of the Merger at the Company Shareholders’ Meeting.

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    6.6
      Nasdaq
      Listing.
      Buyer
      shall use its reasonable best efforts to cause the shares of Buyer Common Stock
      to be issued in the Merger to be approved for listing for quotation on the
      Nasdaq/GSM, subject to official notice of issuance, as of the Effective
      Time.

    


    6.7
      Indemnification.

    


    (a)
      For a
      period of six years after the Effective Time, Buyer shall indemnify, defend
      and
      hold harmless each person who is now, or has been at any time prior to the
      date
      hereof or who becomes prior to the Effective Time, a director or officer of
      the
      Company or who serves or has served at the request of the Company as a director
      or officer with any other person (collectively, the "Indemnitees") against
      any
      and all claims, damages, liabilities, losses, costs, charges, expenses
      (including, subject to the provisions of this Section 6.7, reasonable costs
      of
      investigation and the reasonable fees and disbursements of legal counsel and
      other advisers and experts as incurred), judgments, fines, penalties and amounts
      paid in settlement, asserted against, incurred by or imposed upon any Indemnitee
      by reason of the fact that he or she is or was a director or officer of the
      Company or serves or has served at the request of the Company as a director
      or
      officer with any other person, in connection with, arising out of or relating
      to
      (i) any threatened, pending or completed claim, action, suit or proceeding
      (whether civil, criminal, administrative or investigative) relating to any
      act
      or omission occurring at or prior to the Closing, including, without limitation,
      any and all claims, actions, suits, proceedings or investigations by or on
      behalf of or in the right of or against the Company or any of their respective
      affiliates, or by any former or present shareholder of the Company (each a
      "Claim" and collectively, "Claims"), including, without limitation, any Claim
      which is based upon, arises out of or in any way relates to the Merger, the
      Proxy Statement, this Agreement, any of the transactions contemplated by this
      Agreement, the Indemnitee's service as a member of the Board of Directors of
      the
      Company or of any committee thereof at any time at or prior to the Closing,
      the
      events leading up to the execution of this Agreement, any statement,
      recommendation or solicitation made in connection therewith or related thereto
      and any breach of any duty in connection with any of the foregoing, or (ii)
      the
      enforcement of the obligations of Buyer set forth in this Section 6.7, in each
      case to the fullest extent which the Company would have been permitted under
      any
      applicable law and its Certificate of Incorporation or Bylaws had the Merger
      not
      occurred (and Buyer shall also advance expenses as incurred to the fullest
      extent so permitted). Notwithstanding the foregoing, Buyer shall not provide
      any
      indemnification or advance any expenses with respect to any Claim which relates
      to a personal benefit improperly paid or provided, or alleged to have been
      improperly paid or provided, to the Indemnitee, but Buyer shall reimburse the
      Indemnitee for costs incurred by the Indemnitee with respect to such Claim
      when
      and if a court of competent jurisdiction shall ultimately determine, and such
      determination shall have become final and nonappealable, that the Indemnitee
      was
      not improperly paid or provided with the personal benefit alleged in the
      Claim.

    


    
      
         

      

      
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    Any
      Indemnitee wishing to claim indemnification under this Section 6.7 shall
      promptly notify Buyer upon learning of any Claim, but the failure to so notify
      shall not relieve Buyer of any liability it may have to such Indemnitee except
      to the extent that such failure prejudices Buyer. In the event of any Claim
      (whether arising before or after the Effective Time) as to which indemnification
      under this Section 6.7 is applicable, (x) Buyer shall have the right to assume
      the defense thereof and Buyer shall not be liable to such Indemnitees for any
      legal expenses of other counsel or any other expenses subsequently incurred
      by
      such Indemnitee in connection with the defense thereof, except that if Buyer
      elects not to assume such defense, or counsel for the Indemnitees advises that
      there are issues which raise conflicts of interest between Buyer and the
      Indemnitees, the Indemnitees may retain counsel satisfactory to them, and Buyer
      shall pay the reasonable fees and expenses of such counsel for the Indemnitees
      as statements therefor are received; provided, however, that Buyer shall be
      obligated pursuant to this Section 6.7 to pay for only one firm of counsel
      for
      all Indemnitees in any jurisdiction with respect to a matter unless the use
      of
      one counsel for multiple Indemnitees would present such counsel with a conflict
      of interest that is not waived, and (y) the Indemnitees will cooperate in the
      defense of any such matter. Buyer shall not be liable for the settlement of
      any
      claim, action or proceeding hereunder unless such settlement is effected with
      its prior written consent. Notwithstanding anything to the contrary in this
      Section 6.7, Buyer shall not have any obligation hereunder to any Indemnitee
      when and if a court of competent jurisdiction shall ultimately determine, and
      such determination shall have become final and nonappealable, that the
      indemnification of such Indemnitee in the manner contemplated hereby is
      prohibited by applicable law or public policy.

    


    (b)
      Buyer
      shall cause the persons serving as officers and directors of the Company
      immediately prior to the Effective Time to be covered for a period of six years
      from the Effective Time by the directors' and officers' liability insurance
      policy maintained by the Company (provided that Buyer may substitute therefor
      policies of at least the same coverage and amounts containing terms and
      conditions which are not materially less advantageous than such policy or single
      premium tail coverage with policy limits equal to the Company's existing annual
      coverage limits) with respect to acts or omissions occurring prior to the
      Effective Time which were committed by such officers and directors in their
      capacity as such; provided, however, that (A) in no event shall Buyer be
      required to expend an aggregate premium in excess of 200% of the current annual
      premium expended by the Company (the "Insurance Amount") to maintain or procure
      insurance coverage (which current annual premium is set forth in Section 6.7(b)
      of the Company Disclosure Schedule), (B) if Buyer is unable to maintain or
      obtain the insurance called for by this Section 6.7(b), Buyer shall use all
      reasonable efforts to obtain as much comparable insurance as is available for
      the Insurance Amount and (C)
      notwithstanding any provision herein to the contrary, Buyer shall be deemed
      to
      have satisfied all of its obligations pursuant to this Section 6.7(b) in the
      event that it acquires single premium tail insurance at an aggregate premium
      of
      250%
of
      the
      current annual premium expended by the Company. 

    


    
      
         

      

      
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    (c)
      The
      provisions of this Section 6.7 are intended to be for the benefit of, and shall
      be enforceable by, each Indemnified Party and his or her heirs and
      representatives.

    


    6.8
      Additional
      Agreements.
      In case
      at any time after the Effective Time any further action is necessary or
      desirable to carry out the purposes of this Agreement or to vest the Surviving
      Trust Company with full title to all properties, assets, rights, approvals,
      immunities and franchises of any of the parties to the Merger, the proper
      officers and directors of each party to this Agreement and Buyer’s Subsidiaries
      shall take all such necessary action as may be reasonably requested by
      Buyer.

    


    6.9
      Notification
      of Certain Matters.
      Each
      party shall give prompt notice to the others of (a) any event, condition,
      change, occurrence, act or omission which causes any of its representations
      hereunder to cease to be true in all material respects (or, with respect to
      any
      such representation which is qualified as to materiality, causes such
      representation to cease to be true in all respects); and (b) any event,
      condition, change, occurrence, act or omission which individually or in the
      aggregate has, or which, so far as reasonably can be foreseen at the time of
      its
      occurrence, is reasonably likely to have, a Material Adverse Effect on such
      party. Each of the Company and Buyer shall give prompt notice to the other
      party
      of any notice or other communication from any third party alleging that the
      consent of such third party is or may be required in connection with the
      transactions contemplated by this Agreement.

    


    6.10
      Failure
      to Fulfill Conditions.
      In the
      event that Buyer or the Company determines that a material condition to its
      obligation to consummate the transactions contemplated hereby cannot be
      fulfilled on or prior to the Cut-off Date (as defined in Section 8.1(c)) and
      that it will not waive that condition, it will promptly notify the other
      party.

    


    6.11
      Employment
      Matters.
      From
      and after the Effective Time, Buyer shall credit employees of the Company who
      are employed at the Closing Date for service with the Company for purposes
      of
      eligibility and vesting under all employee benefit plans of the Buyer in which
      they become participants on or after the Effective Time. 

    


     

    
      
         

      

      
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    6.12
      Accountings.
      The
      Company shall make all accountings required under any Governing Agreement to
      be
      performed with respect to the Trust Accounts and the Company’s Trust Asset
      portfolio through the Closing Date. From and after the date of this Agreement,
      the Company shall, to the extent permitted by law, send Buyer copies of
      (i) all documents filed by it, (ii) all documents filed or served by
      any other person, and (iii) any orders, judgments or notices issued by any
      court, in each case in connection with all such accountings.

     

    6.13 Status.
      Pursuant
      to Treas. Reg. Sec. 1.897-2(h) and Treas. Reg. Sec. 1.1445-2(c)(3)(i), at the
      Closing the Company shall furnish to Buyer a statement certifying that the
      Company is not, and has never been during the applicable period specified in
      Section 897(c)(1)(A)(ii) of the Code, a United States real property holding
      corporation within the meaning of Section 897(c)(2) of the Code.

    


    


    ARTICLE
      VII

    


    CONDITIONS
      PRECEDENT

    


    7.1
      Conditions
      to Each Party's Obligations Under this Agreement.
      The
      respective obligations of each party under this Agreement to consummate the
      Merger shall be subject to the satisfaction, or, where permissible under
      applicable law, waiver at or prior to the Effective Time of the following
      conditions:

    


    (a)
      Approval
      of Shareholders.
      This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      the requisite vote of the shareholders of the Company. The S-4 shall have been
      declared effective by the SEC and shall not be subject to a stop order or any
      threatened stop order, and the issuance of the Buyer Common Stock shall have
      been qualified in every state where such qualification is required under the
      applicable state securities laws.

    


    (b)
      Regulatory
      Filings.
      All
      necessary regulatory or governmental approvals, orders and consents (including
      without limitation the issuance of the Substitution Order and any required
      approval of the OCC, the SEC, the Federal Reserve Board and the Department
      required to consummate the transactions contemplated hereby (including without
      limitation the organization and formation of Newco, the Merger and the transfer
      of the outstanding equity interests of the Surviving Trust Company to Union
      Center National Bank)) shall have been obtained without the imposition of any
      term or condition which would impair, in any material respect, the value of
      the
      Company to Buyer. All conditions required to be satisfied prior to the Effective
      Time by the terms of such approvals, orders and consents shall have been
      satisfied; and all statutory waiting periods in respect thereof shall have
      expired.

    


    (c)
      Suits
      and Proceedings.
      No
      order, judgment or decree shall be outstanding against a party hereto or a
      third
      party that would have the effect of preventing completion of the Merger; no
      suit, action or other proceeding shall be pending or threatened by any
      Governmental Entity seeking to restrain or prohibit the Merger; and no suit,
      action or other proceeding shall be pending before any court or Governmental
      Entity seeking to restrain or prohibit the Merger or obtain other substantial
      monetary or other relief against one or more parties hereto in connection with
      this Agreement and which Buyer or the Company determines in good faith, based
      upon the advice of their respective counsel, makes it inadvisable to proceed
      with the Merger because any such suit, action or proceeding has a significant
      potential to be resolved in such a way as to deprive the party electing not
      to
      proceed of any of the material benefits to it of the Merger.

    


    
      
         

      

      
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    (d)
      Tax
      Opinion.
      Buyer
      and
      Company shall each have received an opinion, dated as of the Effective Time,
      of
      Lowenstein Sandler PC, reasonably satisfactory in form and substance to Company
      and its counsel and to Buyer, based upon representation letters reasonably
      required by Lowenstein Sandler PC dated on or about the date of such opinion,
      and such other facts and representations as such counsel may reasonably deem
      relevant, to the effect that the Merger will be treated for federal income
      Tax
      purposes as a reorganization qualifying under the provisions of Section 368(a)
      of the Code. In connection therewith and in connection with any Tax opinion
      which is included within the S-4, each of Buyer and the Company shall deliver
      to
      Lowenstein Sandler PC representation letters, in each case in form and substance
      reasonably satisfactory to Lowenstein Sandler PC. Neither Buyer nor the Company
      shall, nor shall Buyer cause any of its Subsidiaries to, take any action
      inconsistent with the treatment of the Merger as a "reorganization" under
      Section 368(a) of the Code.

    


    (e)
      Listing
      of Shares.
      The
      shares of Buyer Common Stock which shall be issued to the shareholders of the
      Company upon consummation of the Merger shall have been authorized for listing
      for quotation on the Nasdaq/GSM, subject to official notice of
      issuance.

    


    7.2
      Conditions
      to the Obligations of Buyer Under this Agreement.
      The
      obligations of Buyer under this Agreement shall be further subject to the
      satisfaction or waiver, at or prior to the Effective Time, of the following
      conditions:

    


    (a)
      Representations
      and Warranties; Performance of Obligations of the Company and the
      Company.
      Except
      for those representations and warranties which are made as of a particular
      date,
      the representations and warranties of the Company contained in this Agreement
      shall be true and correct in all material respects (except with respect to
      those
      representations and warranties which are qualified as to materiality, which
      shall be true in all respects) on the Closing Date as though made on and as
      of
      the Closing Date. The representations and warranties of the Company contained
      in
      this Agreement which are made as of a particular date shall be true and correct
      in all material respects (except with respect to those representations and
      warranties which are qualified as to materiality, which shall be true in all
      respects) as of such date. The Company shall have performed in all material
      respects the agreements, covenants and obligations to be performed by it prior
      to the Closing Date.

    


    (b)
      Certificates.
      The
      Company shall have furnished Buyer with such certificates of its officers or
      other documents to evidence fulfillment of the conditions set forth in this
      Section 7.2 as Buyer may reasonably request, including without limitation the
      fulfillment of the conditions set forth in Sections 7.2(a) and
      7.2(h).

    


    
      
         

      

      
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    (c)
      Legal,
      Accounting and Investment Banking Fees.
      The
      Company shall have furnished Buyer with letters from all attorneys, accountants,
      investment bankers and other service providers representing the Company and
      its
      Subsidiaries in any matters relating to the Merger or the other transactions
      contemplated hereby confirming that all fees and disbursements have been paid
      in
      full for all services rendered through and including the consummation of the
      Merger.

    


    (d) Third
      Party Consents.
      All
      consents, waivers and approvals of any third parties (other than Governmental
      Entities) which are necessary to permit the consummation of the Merger and
      the
      other transactions contemplated hereby shall have been obtained or made except
      for those the failure to obtain would not have a Material Adverse Effect (i)
      on
      the Company or (ii) on Buyer and its Subsidiaries taken as a whole. None of
      the
      approvals or waivers referred to in this Section 7.2(d) shall contain any term
      or condition which would have a Material Adverse Effect on the Buyer and its
      Subsidiaries, taken as a whole, after giving effect to the Merger.

    


    (e)
      Continuing
      in Effect.
      The
      Shareholders’ Agreement and each of the Employment Agreements have remained in
      full force and effect up to the Effective Time.

    


    (f)
      Dissenting
      Shares.
      No more
      than 30,000 shares of Company Common Stock shall be eligible to constitute
      “Dissenting Shares” as of the commencement of the Closing.

    


    (g)
      Trust
      Assets.
      As of
      the Closing Date, the Company will not hold any Trust Assets other than the
      Trust Assets of the Non-objecting Trust Accounts, and the Trust Assets held
      in
      each Non-Objecting Trust Account as of the Closing Date shall constitute all
      of
      the Trust Assets required by the Governing Agreements to be held in such
      Non-objecting Trust Accounts.

    


    (h)
      Status.
      The
      Company shall have delivered to Buyer the statement, in form and substance
      satisfactory to Buyer, contemplated by Section 6.13.

    


    7.3
      Conditions
      to Obligations of the Company Under this Agreement.
      The
      obligation of the Company to effect the Merger is also subject to the
      satisfaction or waiver by the Company at or prior to the Effective Time of
      the
      following conditions: 

    


    (a)
      Representations
      and Warranties; Performance of Obligations of Buyer.
      Except
      for those representations and warranties which are made as of a particular
      date,
      the representations and warranties of Buyer contained in this Agreement shall
      be
      true and correct in all material respects (except with respect to those
      representations and warranties which are qualified as to materiality, which
      shall be true in all respects) on the Closing Date as though made on and as
      of
      the Closing Date. The representations and warranties of Buyer contained in
      this
      Agreement which are made as of a particular date shall be true and correct
      in
      all material respects (except with respect to those representations and
      warranties which are qualified as to materiality, which shall be true in all
      respects) as of such date. Buyer shall have performed in all material respects
      the agreements, covenants and obligations to be performed by it prior to the
      Closing Date.

    


    
      
         

      

      
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    (b)
      Certificates.
      Buyer
      shall have furnished the Company with such certificates of its officers or
      other
      documents to evidence fulfillment of the conditions set forth in this Section
      7.3 as the Company may reasonably request.

    


    


    ARTICLE
      VIII

    


    TERMINATION
      AND AMENDMENT

    


    8.1
      Termination.
      This
      Agreement may be terminated at any time prior to the Effective Time, whether
      before or after approval of the matters presented in connection with the Merger
      by the shareholders of the Company: 

    


    (a)  by
      mutual
      consent of the Company and Buyer; 

    


    (b)
      by
      either Buyer or the Company upon written notice to the other party (i) 60 days
      after the date on which any request or application for a required regulatory
      approval shall have been denied or withdrawn at the request or recommendation
      of
      the Governmental Entity which must grant such approval, unless within the 60-day
      period following such denial or withdrawal a petition for rehearing or an
      amended application has been filed with the applicable Governmental Entity,
      provided, however, that no party shall have the right to terminate this
      Agreement pursuant to this Section 8.1(b)(i) if such denial or request or
      recommendation for withdrawal shall be due to the failure of the party seeking
      to terminate this Agreement to perform or observe the covenants and agreements
      of such party set forth herein or (ii) if any Governmental Entity of competent
      jurisdiction shall have issued a final nonappealable order enjoining or
      otherwise prohibiting the Merger; 

    


    (c)
      by
      either Buyer or the Company, if the Merger shall not have been consummated
      on or
      before the date (the “Cut-off Date”) which is nine months from the date hereof,
      provided, however, that the right to terminate this Agreement pursuant to this
      Section 8.1(c) shall not be available to any party whose failure to fulfill
      any
      of its obligations under this Agreement has been the cause of or resulted in
      the
      failure of the Closing to occur on or prior to the aforesaid date (the “Delaying
      Party”), unless the Delaying Party fulfills such obligations subsequent to the
      Cut-Off Date (in which case the Delaying Party shall have the right to terminate
      this Agreement pursuant to this Section 8.1(c) in the event that the other
      parties hereto are unable or unwilling to consummate the Closing within fifteen
      (15) days after receipt of notice that the Delaying Party has fulfilled its
      obligations and is prepared to consummate the Closing); 

    


    
      
         

      

      
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    (d)
      by
      either Buyer or the Company if the approval of the shareholders of the Company
      required for the consummation of the Merger shall not have been obtained by
      reason of the failure to obtain the required vote at a duly held meeting of
      such
      shareholders or at any adjournment or postponement thereof; 

    


    (e)
      by
      either Buyer or the Company (provided that the terminating party is not then
      in
      material breach of any representation, warranty, covenant or other agreement
      contained herein), if there shall have been a breach of any of the
      representations or warranties set forth in this Agreement on the part of the
      other party, which breach is not cured within thirty days following written
      notice to the party committing such breach, or which breach, by its nature,
      cannot be cured prior to the Closing; provided, however, that neither party
      shall have the right to terminate this Agreement pursuant to this Section 8.1(e)
      unless the breach of representation or warranty, together with all other such
      breaches, would entitle the party receiving such representation not to
      consummate the transactions contemplated hereby under Section 7.2(a) (in the
      case of a breach of representation or warranty by the Company) or Section 7.3(a)
      (in the case of a breach of representation or warranty by Buyer); 

    


    (f)
      by
      either Buyer or the Company (provided that the terminating party is not then
      in
      material breach of any representation, warranty, covenant or other agreement
      contained herein), if there shall have been a material breach of any of the
      covenants or agreements set forth in this Agreement on the part of the other
      party hereto, which breach shall not have been cured within thirty days
      following receipt by the breaching party of written notice of such breach from
      the other party hereto, or which breach, by its nature, cannot be cured prior
      to
      the Closing; 

    


    (g)
      by
      Buyer if any of the conditions set forth in Sections 7.1 and 7.2 are not
      satisfied and are not capable of being satisfied by the Cut-off Date; or


    


    (h)
      by
      the Company if any of the conditions set forth in Sections 7.1 and 7.3 are
      not
      satisfied and are not capable of being satisfied by the Cut-off
      Date.

    


    8.2
      Effect
      of Termination.
      In the
      event of termination of this Agreement by either Buyer or the Company as
      provided in Section 8.1, this Agreement shall forthwith become void and have
      no
      effect except that (i) Sections 8.2 and Article X shall survive any termination
      of this Agreement and (ii) notwithstanding anything to the contrary contained
      in
      this Agreement, in the event that either of the parties shall willfully default
      in its obligations hereunder, the non-defaulting party may pursue any remedy
      available at law or in equity to enforce its rights and shall be paid by the
      willfully defaulting party for all damages, costs and expenses, including
      without limitation legal, accounting, investment banking and printing expenses,
      incurred or suffered by the non-defaulting party in connection herewith or
      in
      the enforcement of its rights hereunder.

    


    8.3
      Amendment.
      Subject
      to compliance with applicable law, this Agreement may be amended by the parties
      hereto at any time before or after approval of the matters presented in
      connection with the Merger by the shareholders of the Company; provided,
      however, that after any approval of the transactions contemplated by this
      Agreement by the Company's shareholders, there may not be, without further
      approval of such shareholders, any amendment of this Agreement which reduces
      the
      amount or changes the form of the consideration to be delivered to the Company’s
      shareholders hereunder other than as contemplated by this Agreement. This
      Agreement may not be amended except by an instrument in writing signed on behalf
      of each of the parties hereto.

    


    
      
         

      

      
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    8.4
      Extension;
      Waiver.
      At any
      time prior to the Effective Time, each of the parties hereto may, to the extent
      legally allowed, (a) extend the time for the performance of any of the
      obligations or other acts of the other party hereto, (b) waive any inaccuracies
      in the representations and warranties of the other party contained herein or
      in
      any document delivered pursuant hereto and (c) waive compliance with any of
      the
      agreements or conditions of the other party contained herein. Any agreement
      on
      the part of a party hereto to any such extension or waiver shall be valid only
      if set forth in a written instrument signed on behalf of such party, but such
      extension or waiver or failure to insist on strict compliance with an
      obligation, covenant, agreement or condition shall not operate as a waiver
      of,
      or estoppel with respect to, any subsequent or other failure.

    


     

    ARTICLE
      IX

     

     

    SET-OFF
      RIGHT

     

    


     

    9.1
      Survival.
      For
      purposes of determining Buyer’s set-off rights hereunder, the Company’s
      representations and warranties contained in this Agreement shall survive the
      Closing until the amounts described in Sections 1.5(a)(iv) and 1.5(a)(v) are
      paid or reduced to zero and shall in no event be affected by any investigation,
      inquiry or examination made for or on behalf of Buyer prior to the Closing.
      Notwithstanding the foregoing, in the event that Buyer notifies the Shareholder
      Representative in writing of a Set-Off Claim (as defined herein) prior to the
      end of such survival period, the Company’s representations and warranties
      contained in this Agreement shall survive beyond the end of such survival period
      with respect to any such Set-Off Claim. 

     

    9.2
      Right
      of Set-Off.
      Subject
      to Section 9.3, Buyer shall have the right to set-off, against any amounts
      payable pursuant to Sections 1.5(a)(iv) and 1.5(a)(v), the amount of any and
      all
      claims, costs, expenses, damages, liabilities, losses or deficiencies (including
      attorneys’ fees and other costs and expenses incident to any suit, action or
      proceeding) (the “Losses”) which Buyer may suffer, sustain or become subject to,
      as a result of any inaccuracy in or breach of any representation or warranty
      of
      the Company contained in this Agreement or in any certificate delivered by
      or on
      behalf of the Company hereunder.

     

    9.3
      Limitations
      on Right of Set-Off.
      Notwithstanding the foregoing, in the absence of intentional fraud: (A) Buyer
      shall not have a set-off right under this Article IX with respect to any Losses
      until the aggregate amount of all such Losses exceeds $100,000 (the
“Threshold
      Amount”),
      and
      then only to the extent that such Losses exceed the Threshold Amount, (B)
      Buyer’s right to recover for Losses shall not extend beyond the amounts payable
      pursuant to Sections 1.5(a)(iv) and 1.5(a)(v) and (C) once amounts are actually
      paid pursuant to Sections 1.5(a)(iv) and 1.5(a)(v), such amounts shall not
      be
      recoverable with respect to any claim that Buyer is entitled to a set-off
      pursuant to Section 9.2 (each such claim, a “Set-Off Claim”) made after such
      amounts are paid pursuant to this Agreement.

     

    
      
         

      

      
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    9.4
      Procedure.
      In
      the
      event that Buyer determines that it has a valid Set-Off Claim, Buyer shall
      notify the Shareholder Representative and shall provide the Shareholder
      Representative with a description of such claim in reasonable detail. Buyer
      shall provide the Shareholder Representative with reasonable access to its
      books
      and records for the purpose of allowing the Shareholder Representative a
      reasonable opportunity to verify any such Set-Off Claim. Buyer shall negotiate
      in good faith regarding the resolution of any disputed Set-Off Claim. If Buyer
      and the Shareholder Representative agree that Buyer has suffered a Loss and
      agree upon the amount of such Loss, the amounts next payable pursuant to
      Sections 1.5(a)(iv) and 1.5(a)(v) shall be reduced by the amount so agreed
      upon.
      In the event that the Shareholder Representative does not reach such agreement
      with Buyer, then Buyer may institute legal proceedings in order to determine
      whether Buyer has suffered a Loss hereunder. In the event that such legal
      proceedings are commenced and Buyer prevails in such proceedings, the cost
      of
      such proceedings (including costs of investigation and reasonable attorneys’
fees and disbursements) incurred by Buyer shall be added to the amount of Losses
      deemed to be suffered by Buyer. In the event that such legal proceedings are
      commenced and the Shareholder Representative prevails in such proceedings,
      the
      cost of such proceedings (including costs of investigation and reasonable
      attorneys’ fees and disbursements) incurred by the Shareholder Representative
      shall be paid by Buyer to the Shareholder Representative.

    


    9.5
      Appointment
      of the Shareholder Representative.
      By
      virtue of the approval of the Merger and this Agreement by the requisite vote
      of
      the Company’s shareholders, each of such shareholders and their transferees
      (collectively, the “Shareholders”) shall be deemed to have appointed the
      Shareholder Representative to act on behalf of the Shareholders with respect
      to
      all matters relating to this Article IX, including in considering and certifying
      the amount of any Losses, in taking any action on behalf of the Shareholders
      pursuant to this Article IX, and generally in performing all acts expressly
      required or permitted to be performed by the Shareholder Representative pursuant
      hereto; provided, however, that the Shareholder Representative shall have no
      obligation to act on behalf of the Shareholders except as expressly provided
      herein. Buyer shall have the right to deal exclusively with the Shareholder
      Representative with respect to all matters under this Article IX and Buyer
      shall
      not have any liability to any Shareholder for any acts or omissions of the
      Shareholder Representative, or any acts or omissions taken or not taken by
      Buyer
      at the direction of the Shareholder Representative. The Shareholder
      Representative will have no liability to the Shareholders with respect to
      actions taken or omitted to be taken in the Shareholder Representative’s
      capacity as the Shareholder Representative, except with respect to any liability
      resulting from the Shareholder Representative’s gross negligence or willful
      misconduct. The Shareholder Representative shall be entitled to rely upon any
      directions received from holders of a majority of the Buyer Common Stock
      received in the Merger; provided, however, that the Shareholder Representative
      shall not be required to follow any such direction, and shall be under no
      obligation to take any action in his capacity as the Shareholder Representative,
      unless the Shareholder Representative has been provided with funds, security
      or
      indemnities from the Shareholders which, in the sole determination of the
      Shareholder Representative, are sufficient to protect the Shareholder
      Representative against the costs, expenses and liabilities which may be incurred
      by the Shareholder Representative in responding to such direction or taking
      such
      action. The Shareholder Representative shall be entitled to engage such counsel,
      experts and other agents and consultants as the Shareholder Representative
      shall
      deem necessary in connection with exercising the Shareholder Representative’s
      powers and performing the Shareholder Representative’s function hereunder and
      (in the absence of bad faith on the part of the Shareholder Representative)
      shall be entitled to conclusively rely on the opinions and advice of such
      persons. In the event that the Shareholder Representative expends all funds
      reserved for him pursuant to Section 1.5(e), the Shareholder Representative
      shall be entitled to reimbursement by the Shareholders, from cash payable to
      the
      Shareholders pursuant to Sections 1.5(a)(iv) and 1.5(a)(v), for all reasonable
      expenses, disbursements and advances (including fees and disbursements of the
      Shareholder Representative’s counsel, experts and other agents and consultants)
      incurred by the Shareholder Representative in such capacity. 

    


    
      
         

      

      
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    ARTICLE
      X

    


    GENERAL
      PROVISIONS

    


    10.1
      Interpretation.
      When a
      reference is made in this Agreement to Sections, Exhibits or Schedules, such
      reference shall be to a Section of or Exhibit or Schedule to this Agreement
      unless otherwise indicated. The table of contents, if any, and headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. Whenever the words
      "include", "includes" or "including" are used in this Agreement, they shall
      be
      deemed to be followed by the words "without limitation". No provision of this
      Agreement shall be construed to require the Company, Buyer or any of Buyer’s
      Subsidiaries or affiliates to take any action that would violate any applicable
      law, rule or regulation.

    


    10.2
      Nonsurvival
      of Representations, Warranties and Agreements.
      None of
      the representations, warranties, covenants and agreements in this Agreement
      or
      in any instrument delivered pursuant to this Agreement shall survive beyond
      the
      time contemplated by Section 9.1, except for those covenants and agreements
      contained herein and therein which by their terms apply in whole or in part
      after the Effective Time.

    


    10.3
      Expenses.
      Except
      as otherwise provided in Articles I and IX, all costs and expenses incurred
      in
      connection with this Agreement and the transactions contemplated hereby shall
      be
      paid by the party incurring such costs and expenses.

    


    10.4
      Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally, telecopied (with confirmation), mailed
      by
      registered or certified mail (return receipt requested) or delivered by an
      express courier (with confirmation) to the parties at the following addresses
      (or at such other address for a party as shall be specified by like notice):
      

    


    
      
         

      

      
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                (a)

              	if to Buyer, to: 
	 	 	 
	 	 	Center Bancorp, Inc. 
	 	 	2455 Morris Avenue 
	 	 	Union, New Jersey 07083 
	 	 	Attn: John J. Davis 
	 	 	 
	 	 	
                with
                  a copy to:

              
	 	 	 
	 	 	Lowenstein Sandler PC 
	 	 	65 Livingston Avenue 
	 	 	Roseland, New Jersey 07068 
	 	 	Attn: Peter H. Ehrenberg,
                Esq. 
	 	 	 
	 	and  	 
	 	 	 
	 	
                (b)

              	if to the Company,
                to:  
	 	 	Beacon Trust Company 
	 	 	333 Main Street 
	 	 	P.O. Box 810 
	 	 	Madison, New Jersey 07940
	 	 	Attn: Arthur W. Hyde
	 	 	 
	 	 	
                with
                  a copy to:

              
	 	 	 
	 	 	McCarter & English
	 	 	Four Gateway Center 
	 	 	100 Mulberry St. 
	 	 	Newark, NJ 07102 
	 	 	Attn: Michael M. Horn,
                Esq.


      

    

     
      

    10.5
      Counterparts;
      Facsimile.
      This
      Agreement may be executed in counterparts, all of which shall be considered
      one
      and the same agreement and shall become effective when counterparts have been
      signed by each of the parties and delivered to the other parties, it being
      understood that all parties need not sign the same counterpart. Execution
      and delivery of this Agreement or any agreement contemplated hereby by facsimile
      transmission shall constitute execution and delivery of this Agreement or such
      agreement for all purposes, with the same force and effect as execution and
      delivery of an original manually signed copy hereof.

    


    
      
         

      

      
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    10.6
      Entire
      Agreement.
      This
      Agreement (including the documents and the instruments referred to herein),
      together with the Shareholders’ Agreement and all confidentiality agreements
      executed by the Company and Buyer with respect to the transactions contemplated
      herein, constitute the entire agreement and supersedes all prior agreements
      and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof.

    


    10.7
      Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New Jersey, without regard to any applicable conflicts of
      law.

    


    10.8
      Severability.
      Any
      term or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provision shall be interpreted to be only so broad as is
      enforceable.

    


    10.9
      Publicity.
      Except
      as otherwise required by law, so long as this Agreement is in effect, the
      Company shall not issue or cause the publication of any press release or other
      public announcement with respect to, or otherwise make any public statement
      concerning, the transactions contemplated by this Agreement without the consent
      of Buyer, which consent shall not be unreasonably withheld.

    


    10.10
      Assignment;
      No Third Party Beneficiaries.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other parties. Subject
      to
      the preceding sentence, this Agreement will be binding upon, inure to the
      benefit of and be enforceable by the parties and their respective successors
      and
      assigns. Except as otherwise expressly provided in Section 6.7, this Agreement
      (including the documents and instruments referred to herein) is not intended
      to
      confer upon any person other than the parties hereto any rights or remedies
      hereunder.

    


    10.11
      Waiver
      of Jury Trial.
      Each party hereto (each, a “Party”) hereby waives to the fullest extent
      permitted by applicable law, any right it may have to a trial by jury in respect
      to any suit, action or other proceeding directly or indirectly arising out
      of,
      under or in connection with this Agreement or any transaction contemplated
      hereby. Each Party (a) certifies that no representative of any other Party
      has represented, expressly or otherwise, that such other Party would not, in
      the
      event of any suit, action or other proceeding, seek to enforce that foregoing
      waiver and (b) acknowledges that it and the other Parties have been induced
      to enter into this Agreement, by, among other things, the mutual waivers and
      certifications in this Section 10.11.

    


    10.12 Enforcement
      of this Agreement.
      The
      Company acknowledges and agrees that Buyer would be irreparably damaged if
      any
      of the provisions of this Agreement are not performed in accordance with their
      specific terms and that any breach of this Agreement by the Company may not
      be
      adequately compensated in all cases by monetary damages alone. Accordingly,
      in
      addition to any other right or remedy to which Buyer may be entitled, at law
      or
      in equity, it shall be entitled to enforce any provision of this Agreement
      by a
      decree of specific performance and to temporary, preliminary and permanent
      injunctive relief to prevent breaches or threatened breaches of any of the
      provisions of this Agreement, without posting any bond or other
      undertaking.

    


    
      
         

      

      
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    10.13
      Construction.
      In
      the
      event of any ambiguity in, or dispute regarding the interpretation of, any
      of
      the provisions of this Agreement, the interpretation to be afforded any such
      provision will not be resolved by any rule of interpretation or construction
      providing for interpretation against the Party which causes the uncertainty
      or
      against the Party which drafts the Agreement, and all Parties hereto expressly
      agree that in the event of any ambiguity or dispute regarding the interpretation
      of any provision contained in this Agreement, such provision will be interpreted
      as if each Party hereto participated in the drafting thereof. Unless
      otherwise indicated to the contrary herein by the context or use thereof: (i)
      the words, “herein,” “hereto,” “hereof” and words of similar import refer to
      this Agreement as a whole and not to any particular Section or paragraph hereof;
      (ii) words importing the masculine gender shall also include the feminine and
      neutral genders, and vice versa; (iii) words importing the singular shall also
      include the plural, and vice versa; and (iv) the word “including” means
“including without limitation.”

    


    10.14
      Definitions.
      

    


    (a) The
      following terms shall have the following meanings:

    


    “Adjusted
      Stock Number” shall equal $8,089,480 divided by the Stock Price, rounded to four
      decimals.

     

    


    “Business
      Day” shall mean any
      day
      except a Saturday, Sunday or any day which is a legal holiday or a day on which
      banking institutions in the State of New Jersey are authorized or required
      by
      law or other government action to close. All time periods in this Agreement
      based on a number of days shall be deemed to refer to calendar days unless
      the
      term Business Day is specifically used.

    


    “Buyer
      Common Stock Average Price” means the average of the daily closing sales prices
      of Buyer Common Stock as reported on the Nasdaq/GSM (as reported in The Wall
      Street Journal or, if not reported thereby, another authoritative source as
      chosen by Buyer) for the 10 consecutive full trading days in which such shares
      are quoted on the Nasdaq/GSM ending at the close of trading on the Determination
      Date.

    


    “Fair
      Market Value” shall mean (a) as
      to any Securities which are listed or admitted to trading on any national
      securities exchange, on any Business Day, the amount equal to (i) the last
      sale price of such Securities, regular way, on such date or, if no such sale
      takes place on such date, the average of the closing bid and asked prices
      thereof on such date, in each case as officially reported on the principal
      national securities exchange on which such Securities are then listed or
      admitted to trading, or (ii) as to Securities which are not then listed or
      admitted to trading on any national securities exchange but are reported through
      the automated quotation system of a registered securities association, the
      last
      trading price of such Securities on such date, or if there shall have been
      no
      trading on such date, the average of the closing bid and asked prices of such
      Securities on such date as shown by such automated quotation system, and
      (b) as to any other property on any date, the price which could be
      negotiated in an arm’s-length, free market transaction, for cash, between a
      willing seller and a willing and able buyer, neither of whom is under undue
      pressure or compulsion to complete the transaction.

    


    
      
         

      

      
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    “Fees”
      shall mean, with respect to any Trust Account, all fees which the Company is
      entitled to receive with respect to such Trust Account pursuant to the Governing
      Agreements, including, without limitation, all account administration fees
      (whether payable annually, quarterly, monthly or otherwise) and any asset
      administration fees.

    


    “Fiduciary
      Petition” shall mean
      a
      petition to the Superior Court of the State of New Jersey to be filed by Buyer
      and Newco in accordance with the Fiduciary Act, pursuant to which Newco will
      be
      substituted in every existing fiduciary capacity for Buyer with respect to
      all
      Non-objecting Trust Accounts.

    


    “First
      Year” shall mean the twelve month period commencing on the first day of the
      calendar month immediately following the calendar month in which the Effective
      Time occurs.

    


    “First
      Year Base Amount” shall mean $783,604.

     

    “First
      Year Payment Date” shall mean the date on which the First Year Pre-Tax Income is
      finally determined pursuant to Section 1.6.

    


    “First
      Year Pre-Tax Income” shall mean the Surviving Trust Company’s Pre-Tax Income for
      the First Year, as set forth in the Section 1.6 Income Statement for the First
      Year when such Section 1.6 Income Statement becomes final and binding pursuant
      to Section 1.6(b).

    


    “First
      Year Milestone” shall mean $1,145,268.

     

    “Fully
      Diluted Number” shall mean the sum of (i) the aggregate number of shares of
      Company Common Stock outstanding immediately prior to the Effective Time and
      (ii) the aggregate number of shares of Common Stock issuable immediately prior
      to the Effective Time upon exercise, conversion or exchange of all outstanding
      stock options, warrants, subscription rights, securities convertible into
      Company Common Stock, securities exchangeable for Company Common Stock and
      any
      other rights to receive, acquire or otherwise obtain Company Common
      Stock.

    


    
      
         

      

      
        64

        
          

        

      

      
         

      

    

    “GAAP”
      shall mean U.S. generally accepted accounting principles applied consistently
      with the manner in which the Company’s 2005 audited financial statements were
      prepared. 

    


    “Governing
      Agreements” shall mean all
      trusts, wills, contracts, resolutions, agreements and other written
      documentation pursuant to which the Trust Accounts have been established and/or
      are governed, including any amendments thereto.

    


    “Non-objecting
      Trust Account” shall mean any Trust Account with respect to which Newco is named
      the successor trustee pursuant to the Substitution Order. 

    


    “Non-Option
      Shares” shall mean, for any shareholder of the Company, all shares of Company
      Common Stock held by such shareholder which are not Option Shares.

    


    “Option
      Number” shall equal $10,289,480 divided by the Stock Price.

    


    “Option
      Shares” shall mean, for any shareholder of the Company, the lesser of (i) all
      shares of Company common stock issued by the Company on or after March 15,
      2006
      upon the exercise of stock options by such shareholder, and (ii) fifty-five
      percent (55%) of all shares of Company Common Stock held by such shareholder
      at
      the Effective Time.

     

    “Second
      Year” shall mean the twelve month period commencing on the first day after the
      First Year ends.

    


    “Second
      Year Base Amount” shall mean $969,699.

     

    “Second
      Year Pre-Tax Income” shall mean the Surviving Trust Company’s Pre-Tax Income for
      the Second Year, as set forth in the Section 1.6 Income Statement for the Second
      Year when such Section 1.6 Income Statement becomes final and binding pursuant
      to Section 1.6(b).

    


    “Second
      Year Payment Date” shall mean the date on which the Second Year Pre-Tax Income
      is finally determined pursuant to Section 1.6.

    


    “Second
      Year Milestone” shall mean $1,417,253.

    


    “Securities”
      shall mean any
      (a) privately or publicly issued capital stock, bonds, notes, debentures,
      commercial paper, bank acceptances, trade acceptances, trust receipts and other
      obligations, partnership interests, instruments or evidences of indebtedness
      commonly referred to as securities, warrants, options, including puts and calls
      or any combination thereof and the writing of such options and
      (b) commodities and commodity futures contracts or options, foreign
      exchange and foreign exchange futures contracts or options, other futures
      contracts or options of any kind whatsoever, including any such contract
      relating to a financial or other index of any kind, rights with respect to
      any
      of the foregoing, and any other arrangements for investment of financial
      instruments that may from time to time be available to the public or to any
      individual.

    


    
      
         

      

      
        65

        
          

        

      

      
         

      

    

    “Shareholder
      Representative” shall mean Arthur Hyde or, if Arthur Hyde ceases to serve in
      such capacity hereunder subsequent to the Effective Time, such other individual
      as shall be designated as such by persons who received a majority of the shares
      of Buyer Common Stock issued pursuant to Sections 1.5(a)(i) and
      1.5(a)(ii).

    


    “Stock
      Number” shall equal $4,680,000 divided by the Stock Price, rounded to four
      decimals.

    


    “Stock
      Price” shall mean the Buyer Common Stock Average Price, except that (i) if the
      Buyer Common Stock Average Price is greater than $17.22 (the “Ceiling Price”),
      the Stock Price shall be the Ceiling Price and (ii) if the Buyer Common Stock
      Average Price is less than $14.09 (the “Floor Price”), the Stock Price shall be
      the Floor Price.

    


    “Subsidiary”,"
      when used with respect to any party, shall mean any corporation, partnership
      or
      other organization, whether incorporated or unincorporated, which is
      consolidated with such party for financial reporting purposes.

    


    “Substitution
      Order” shall mean an order entered by the Superior Court of New Jersey, pursuant
      to the Fiduciary Act, in form and substance satisfactory to Buyer, pursuant
      to
      which Newco
      shall be substituted in every fiduciary capacity in place of the Company as
      the
      successor trustee and fiduciary with respect to all of the Trust
      Accounts.

    


    “Transition
      Period” shall mean the period commencing as of the Effective Time and ending on
      the last day of the Second Year.

    


    “Trust
      Accounts” shall mean all of the trust and fiduciary accounts or relationships
      for which the Company acts as a fiduciary and any additional accounts or
      relationships with respect to which the consent of a third-party would be
      required in order to enable Newco to be substituted for the Company in the
      absence of the Substitution Order.

    


    “Trust
      Assets” shall mean, with respect to any trust account, the cash, properties,
      assets, deposits, funds, investments, agreements, bills, notes, Securities,
      instruments, demands, contracts and rights that are administered, utilized,
      or
      held for payment to or other benefit of other persons (whether or not
      constituting all or a portion of the corpus of any trust) by the Company as
      fiduciary, custodian or trustee, pursuant to or in connection with such trust
      account.

    


    
      
         

      

      
        66

        
          

        

      

      
         

      

    

    (b) The
      following terms are defined in the following sections of this Agreement:


    


    
      	
              Defined
                Term

            	
              Section
                of this Agreement

            
	
              Accounting
                Firm

            	
              Section
                1.6(b)

            
	
              Acquisition
                Proposal

            	
              Section
                5.1(d)(i)

            
	
              Adjusted
                Stock Number

            	
              Section
                10.14(a)

            
	
              Aggregate
                Merger Consideration

            	
              Section
                1.5(c)

            
	
              Agreement

            	
              Lead-in

            
	
              BHCA

            	
              Section
                4.1

            
	
              Business
                Day

            	
              Section
                10.14(a)

            
	
              Buyer

            	
              Lead-in

            
	
              Buyer
                Common Stock

            	
              Section
                1.5(a)(i)

            
	
              Buyer
                Financial Statements

            	
              Section
                4.6

            
	
              Buyer/Option
                Shares

            	
              Section
                1.5(a)(i)

            
	
              Buyer
                Option Plans

            	
              Section
                4.2

            
	
              Buyer
                Preferred Stock

            	
              Section
                4.2

            
	
              Buyer’s
                Regulatory Agencies

            	
              Section
                4.2

            
	
              Ceiling
                Price

            	
              Definition
                of Stock Price

            
	
              CERCLA

            	
              Section
                3.17(d)

            
	
              Certificates

            	
              Section
                1.5 (c)

            
	
              Closing

            	
              Section
                1.3

            
	
              Closing
                Date

            	
              Section
                1.3

            
	
              Closing
                Notice

            	
              Section
                1.3

            
	
              Company

            	
              Lead-in

            
	
              Company
                Common Stock

            	
              Section
                1.5

            
	
              Company
                Contract

            	
              Section
                3.14

            
	
              Company
                Disclosure Schedule

            	
              Article
                III

            
	
              Company
                Financial Statements

            	
              Section
                3.6

            
	
              Company
                Pension Plans

            	
              Section
                3.11(a)

            
	
              Company
                Regulatory Agencies

            	
              Section
                3.5

            
	
              Company
                Shareholder Meeting

            	
              Section
                6.1(a)

            
	
              Company
                Stock Option Plan

            	
              Section
                1.7

            
	
              Company
                Welfare Plans

            	
              Section
                3.11(a)

            
	
              Covered
                Persons 

            	
              Section
                3.19

            
	
              Cut-off
                Date

            	
              Section
                8.1(c

            
	
              Delaying
                Party

            	
              Section
                8.1(c)

            
	
              Departmental
                Notice

            	
              Section
                1.3

            
	
              Department

            	
              Section
                1.3

            
	
              Dissenting
                Shares

            	
              Section
                1.9

            
	
              DPC
                Shares

            	
              Section
                1.5 (b)

            
	
              DRP
                Plan

            	
              Section
                4.2

            
	
              Effective
                Time

            	
              Section
                1.3

            
	
              Environmental
                Laws

            	
              Section
                3.17(d)

            
	
              Environmental
                Matters"

            	
              Section
                3.17(d)

            


    

     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

    
      	
              ERISA

            	
              Section
                3.11(a)

            
	
              ERISA
                Affiliate

            	
              Section
                11(a)

            
	
              Exchange
                Act

            	
              Section
                4.7

            
	
              Exchange
                Agent

            	
              Section
                2.1

            
	
              Exchange
                Fund

            	
              Section
                2.1

            
	
              Fair
                Market Value

            	
              Section
                10.149a0

            
	
              FDIC

            	
              Section
                4.5

            
	
              Fees

            	
              Section
                10.14(a)

            
	
              Fiduciary
                Act

            	
              Recital
                E

            
	
              Fiduciary
                Petition

            	
              Section
                10.14(a)

            
	
              Firm

            	
              Section
                3.7

            
	
              First
                Year Exchange Fund

            	
              Section
                2.1

            
	
              First
                Year

            	
              Section
                10.14(a) 

            
	
              First
                Year Payment Amount

            	
              Section
                1.5(a)(iv)

            
	
              First
                Year Payment Date

            	
              Section
                10.14(a)

            
	
              First
                Year Pre-Tax Income

            	
              Section
                10.14(a)

            
	
              First
                Year Milestone

            	
              Section
                10.14(a)

            
	
              Floor
                Price

            	
              Definition
                of Stock Price

            
	
              Fully
                Diluted Number

            	
              Section
                10.14(a)

            
	
              Governmental
                Entity

            	
              Section
                3.4

            
	
              GAAP

            	
              Section
                10.14(a)

            
	
              Governing
                Agreements

            	
              Section
                10.14(a)

            
	
              Hazardous
                Materials

            	
              Section
                3.17(d)

            
	
              Indemnitees

            	
              Section
                6.7(a)

            
	
              Insurance
                Amount

            	
              Section
                6.7(b)

            
	
              Internal
                Controls

            	
              Section
                3.6(c)

            
	
              IRS

            	
              Section
                3.4

            
	
              Investment
                Letter

            	
              Section
                6.5

            
	
              Losses”

            	
              Section
                9.2

            
	
              Material
                Adverse Effect

            	
              Sections
                3.1 and 4.1

            
	
              Merger

            	
              Recital
                A

            
	
              Merger
                Consideration

            	
              Section
                1.5(c)

            
	
              Nasdaq/GSM

            	
              Section
                2.2(e)

            
	
              Newco

            	
              Recital
                A

            
	
              New
                Employment Agreements

            	
              Recital
                C

            
	
              New
                Option

            	
              Section
                1.7

            
	
              Non-objecting
                Trust Account

            	
              Section
                10.14(a)

            
	
              Non-Option
                Shares

            	
              Section
                10.14(a)

            
	
              Notice
                of Disagreement

            	
              Section
                1.6(b)

            
	
              OCC

            	
              Section
                3.4

            
	
              Option
                Grant Agreement

            	
              Section
                1.7

            
	
              Option
                Shares

            	
              Section
                10.14(a)

            
	
              Party

            	
              Section
                10.11

            
	
              PBGC

            	
              Section
                3.4

            
	
              Prime
                Rate

            	
              Section
                10.14(a)

            


    

     

    
      
         

      

      
        68

        
          

        

      

      
         

      

    

    
      	
              Proxy
                Statement

            	
              Section
                3.4

            
	
              Regulatory
                Agreement

            	
              Section
                3.16(a)

            
	
              Pre-Tax
                Income

            	
              Section
                1.6(e)

            
	
              RCRA

            	
              Section
                3.17(d)

            
	
              Real
                Property

            	
              Section
                3.16(c)

            
	
              Real
                Property Leases

            	
              Section
                3.16(c)

            
	
              Remaining
                Transition Period

            	
              Section
                1.6(e)(vii)

            
	
              Regulatory
                Agreement

            	
              Section
                3.15

            
	
              S-4

            	
              Section
                3.4

            
	
              SEC

            	
              Section
                3.4

            
	
              Second
                Year

            	
              Section
                10.14(a)

            
	
              Second
                Year Exchange Fund

            	
              Section
                2.1

            
	
              Second
                Year Payment Amount

            	
              Section
                1.5(a)(v)

            
	
              Second
                Year Pre-Tax Income

            	
              Section
                10.14(a)

            
	
              Second
                Year Payment Date

            	
              Section
                10.14(a)

            
	
              Second
                Year Milestone

            	
              Section
                10.14(a)

            
	
              Section
                1.6 Income Statement

            	
              Section
                1.6(b)

            
	
              Securities

            	
              Section
                10.14(a)

            
	
              Securities
                Act

            	
              Section
                4.7

            
	
              Shareholders

            	
              Section
                9.5

            
	
              Shareholders’
                Agreement

            	
              Recital
                B

            
	
              Shareholder
                Representative

            	
              Section
                10.14(a)

            
	
              Spill
                Act

            	
              Section
                3.17(d)

            
	
              Stock
                Option

            	
              Section
                1.7

            
	
              Subsidiary

            	
              Lead-in

            
	
              Substitution
                Order

            	
              Section
                10.14(a)

            
	
              Surviving
                Trust Company

            	
              Section
                1.2

            
	
              Taxes

            	
              Section
                3.10(e)

            
	
              Tax
                Opinion

            	
              Section
                1.19

            
	
              Threshold
                Amount

            	
              Section
                9.3

            
	
              Transition
                Period

            	
              Section
                10.14(a)

            
	
              Trust
                Account

            	
              Section
                10.14(a)

            
	
              Trust
                Assets

            	
              Section
                10.14(a)

            


    

    
      
         

      

      
        69

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, Buyer and the Company have caused this Agreement to be executed
      by their respective officers thereunto duly authorized as of the date first
      above written.

     

    
      	 	 	 
	 	CENTER
              BANCORP,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
              J.
              Davis
	 	
              
Name:
              John J. Davis
	 	Title:
              President and Chief Executive Officer


    

    
      	 	 	 
	 	 
	 	BEACON
              TRUST
              COMPANY
	 
 	 
 	 
 
	Date: 	By:  	/s/ Arthur
              W.
              Hyde
	 	
              
Name:
              Arthur W. Hyde
	 	
              Title:
                Chairman, President and Chief  Executive
                Officer

            


    

     

    


    
      
         

      

      
        70

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      A

    


    FORM
      OF

    


    CERTIFICATE
      OF INCORPORATION

    OF

    UNION
      CENTER TRUST COMPANY

    


     

    THIS
      IS
      TO CERTIFY that we, the undersigned, do hereby make and subscribe this
      Certificate of Incorporation, and do associate ourselves into a bank pursuant
      to
“The Banking Act of 1948”, being Chapter 67 of the laws of 1948, as amended (the
“Act”), and each of us does severally agree to take and pay for the number of
      shares of the capital stock of the bank as hereinafter set forth after our
      respective names, together with our proportionate share of the surplus and
      reserve fund for organization expense and reserve for contingencies herein
      provided.

     

    FIRST:
      The
      name by which the bank shall be known is Union Center Trust
      Company.

     

    SECOND:
      The
      principal office of the bank is to be located at 2445 Morris Avenue in the
      Town
      of Union, Union County, New Jersey.

     

    THIRD:
      Subject
      to the limitations set forth in this Article THIRD, the bank shall have power
      to
      transact the business of banking in all its branches and, to that end, shall
      have and may exercise all those powers authorized to be exercised by banks
      under
      the provisions of “The Banking Act of 1948” as presently enacted and as from
      time to time amended, and all those powers which are presently, or in the future
      may be authorized by law to be exercised by banks. In particular, but without
      limitation, the bank shall have the power to exercise any fiduciary power which
      may be law be exercised only by banks which are qualified to act as fiduciaries;
      provided, however, that the bank shall not have the power to make loans, and
      provided further that it shall not have the power to accept
      deposits.

     

    FOURTH:
      The
      amount of the authorized capital stock of the bank shall be $_________ divided
      into _____ shares of the par value of _________ each. The amount of issued
      capital stock of the bank shall be $___________ divided into ______ shares
      of
      the par value of $_____. Authorized but unissued capital stock may be issued
      by
      the Board of Directors under the provisions of The Banking Act of 1948, as
      presently enacted, and as from time to time amended and
      supplemented.

     

    FIFTH:
      The
      amount of surplus with which the bank will commence business is
      $________________.

     

    SIXTH:
      The
      amount of the fund reserved for organization expense is $__________ and the
      amount of the reserve for contingencies is $_________.

     

    
      
         

      

      
        71

        
          

        

      

      
         

      

    

    SEVENTH:
      The
      names and residences of the incorporators, and the number of shares subscribed
      for by each, are as follows:

     

    All
      shares shall be subscribed for by Center Bancorp, Inc., a New Jersey
      corporation.

     

    EIGHTH:
      The
      number of directors of the bank shall be not less than five, and not more than
      twenty-five, as shall from time to time be fixed by the By-Laws.

     

    NINTH:
      The
      persons who shall serve as directors until the first annual meeting of the
      stockholders are as follows:

     

    Name                         Address

     

    


     

    TENTH:
      The
      Board of Directors of the bank shall have power to make, alter and repeal
      By-Laws, subject to alteration or repeal by the stockholders at any meeting.
      The
      power conferred by this Article TENTH shall be subject to such limitations
      as
      may from time to time be imposed by law.

     

    ELEVENTH:
      The
      Board of Directors may, between annual meetings, increase the number of
      directors by not more than two, and may appoint persons to fill the vacancies
      so
      created, subject to the limitations, however, (a) that there shall not at any
      time be more directors than authorized by Section 101 of The Banking Act of
      1948, and (b) that there shall not be more than twenty-five directors at any
      time.

     

    TWELFTH:
      The
      Board of Directors shall have power to pay dividends from time to time, in
      whole
      or in part in stock, without approval or ratification of the stockholders,
      in
      the manner provided by and subject to the limitations contained in Section
      52 of
      The Banking Act of 1948, as amended, or as may be further amended.

     

    THIRTEENTH:
      The
      Board of Directors shall have power to appoint an executive committee, from
      time
      to time, from among its members, in accordance with the statute in such case
      made and provided. Such committee shall have and may exercise such powers as
      are
      authorized by law, subject to the time and provisions of the B-Laws of this
      bank.

     

    FOURTEENTH:
      A
      director of the bank shall not be personally liable to the bank or its
      stockholders for damages, for breach of any duty owed to the bank or its
      stockholders, except that this provision shall not relieve a director from
      liability for any breach of duty based upon an act or omission (a) in breach
      of
      such person’s duty of loyalty to the bank or its stockholders, (b) not in good
      faith or involving a knowing violation of law, or (c) resulting in receipt
      by
      such person of an improper personal benefit.

     

    
      
         

      

      
        72

        
          

        

      

      
         

      

    

    FIFTEENTH:
      For the
      duration permitted b y the New Jersey Banking Act, as amended from time to
      time,
      an officer shall not be personally liable to the bank or its stockholders for
      damages for breach of any duty owed to the bank or its stockholders, except
      that
      this provision shall not relieve an officer from liability for any breach of
      duty based upon an act or omission (a) in breach of such person’s duty of
      loyalty to the bank or its stockholders, (b) not in good faith or involving
      a
      knowing violation of law, or (c) resulting in receipt by such person of an
      improper personal benefit.

     

    SIXTEENTH:
      The
      bank shall have perpetual existence, subject to liquidation and dissolution
      as
      provided by law.

     

    SEVENTEENTH:
      The
      bank is authorized to purchase and maintain insurance on behalf of all
      individuals serving as directors thereof against any expense incurred in any
      proceedings and any claims asserted against them or any of them by reason of
      being or having been a director. The bank may indemnify its directors in every
      matter where permitted by law.

     

    EIGHTEENTH:
      The
      bank is authorized to acquire, through purchase, shares of its own capital
      stock. Shares so purchased may, pursuant to the Act, be sold by the bank to
      those of its stockholders who pay therefor with cash dividends declared by
      the
      bank on its capital stock. Subject to the requirements of the Act, these shares
      may be purchased by the bank for such other uses and purposes, not contrary
      to
      law or sound banking principles, and for such consideration as the Board of
      Directors may from time to time determine. All shares so acquired shall be
      designated as “treasury stock” and, so long as they remain the property of the
      bank, they shall not constitute capital stock for the purposes of the
      Act.

     

    NINETEENTH:
      Unless
      otherwise restricted by statute, any director or the entire board of directors
      may be removed, with or without cause, by the holders of a majority of the
      shares then entitled to vote at an election of directors.

     

    IN
      WITNESS WHEREOF, we have hereunto set our hands and seals the ___ day of
      ___________, 2007.

     

    
      
         

      

      
        73

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    FORM
      OF AFFILIATE’S LETTER

    


    


    March
      __,
      2007

    


    Center
      Bancorp, Inc.

    2455
      Morris Avenue

    Union,
      New Jersey 07083

    


    Ladies
      and Gentlemen:

    


    I
      am
      delivering this letter to you in connection with the proposed acquisition of
      Beacon Trust Company, a limited purpose trust company chartered under the laws
      of the State of New Jersey (the “Company”), by Center Bancorp, Inc., a New
      Jersey corporation and a registered bank holding company (“Buyer”),
      pursuant to the merger (the “Merger”)
      described in the Agreement and Plan of Merger, dated as of March 15, 2007 (the
      “Agreement”),
      between Company and Buyer.

    


    I
      currently own ________ shares of the Company’s common stock, par value $2.65 per
      share (“Company
      Common Stock”).
      As a
      result of the Merger, I will receive shares of Buyer’s common stock, no par
      value (“Buyer
      Common Stock”),
      in
      exchange for my Company Common Stock. 

     

    I
      have
      been advised that as of the date of this letter I may be deemed to be an
      "affiliate" of the Company, as the term "affiliate" is used in and for purposes
      of paragraphs (c) and (d) of Rule 145 (“Rule
      145”)
      promulgated by the Securities and Exchange Commission (the “SEC”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”).
      I
      acknowledge that if I am deemed to be an affiliate of the Company for purposes
      of the Securities Act, my ability to sell, assign, transfer or otherwise dispose
      of (“transfer”)
      shares
      of Buyer Common Stock that I may receive in the Merger will be restricted unless
      such transaction is registered under the Securities Act or an exemption from
      such registration is available. 

    


    I
      represent to and agree with Buyer that:

    


    A. Compliance
      with Rule 145.
      I have
      been advised that any issuance of Buyer Common Stock to me pursuant to the
      Merger will be registered with the SEC under the Securities Act on a
      Registration Statement on Form S-4. However, I have also been advised that,
      since I may be deemed to be an affiliate of the Company at the time the Merger
      is submitted for a vote of the Company’s stockholders, any transfer by me of
      Buyer Common Stock is restricted under Rule 145. I agree not to transfer the
      Buyer Common Stock received by me or any of my affiliates pursuant to the Merger
      unless (i) such transfer is made in conformity with the volume and other
      limitations of Rule 145, (ii) in the opinion of Buyer’s counsel or counsel
      reasonably acceptable to Buyer, such transfer is otherwise exempt from
      registration under the Securities Act, or (iii) such transfer is registered
      under the Securities Act.

    


    
      
         

      

      
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    B. Stop
      Transfer Instructions; Legend on Certificates.
      I also
      understand and agree that stop transfer instructions will be given to Buyer’s
      transfer agent with respect to my Buyer Common Stock and that there may be
      placed on the certificates of my Buyer Common Stock a legend stating in
      substance:

    


    
      	 	
              "THE
                SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION
                TO
                WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933
                APPLIES."

            


    

    


    C. Voting
      with Respect to the Agreement.
      Until
      the earlier of the consummation of the Merger or the termination of the
      Agreement, I agree that I will be present in person or by proxy and consent
      to,
      approve, authorize and direct the voting of all shares of my Company Common
      Stock (whether owned on the date hereof or subsequently acquired) at every
      meeting of the shareholders of Company at which such matters are considered
      and
      at every adjournment thereof or in connection with any written consent of the
      shareholders of Company related to such matters, in favor of the adoption of
      the
      Agreement and the consummation of the Merger and the other transactions
      contemplated by the Agreement and against any Acquisition Proposal (as defined
      in the Agreement).

     

    D. Consultation
      with Counsel.
      I have
      carefully read this letter and the Agreement and discussed the requirements
      of
      such documents and other applicable limitations upon my ability to transfer
      Buyer Common Stock to the extent I felt necessary with my counsel or counsel
      for
      the Company or Buyer.

    


    Execution
      of this letter is not an admission on my part that I am an "affiliate" of the
      Company or Buyer, or a waiver of any rights I may have to object to any claim
      that I am such an affiliate on or after the date of this letter. This letter
      shall terminate concurrently with any termination of the Agreement in accordance
      with its terms.

    


    Very
      truly yours,

    


    


    ____________________________________

    Name:

    


    Accepted
      this _____ day of ______________,2007.

    


    CENTER
      BANCORP, INC.

    


    


    By:
      _____________________________________

    Name:

    Title:

    


    
      
         

      

        75