PARKE BANK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1 - Statement of Purpose

     This Plan is designed  and  implemented  for the purpose of  providing to a
limited group of key  management or highly  compensated  employees of Parke Bank
("the Bank") who are largely  responsible for the Bank's success the opportunity
to receive supplemental  executive  retirement benefits,  thereby increasing the
incentive of such key  employees to remain in the employ of the Bank and to make
the Bank more profitable.  Special  payments shall be made to Participants  upon
retirement  or death and are intended to provide  Participants  with  additional
financial security.

Section 2 - Definitions

     2.1 "Accrued Benefit" means a Participant's  normal retirement  benefit, as
described  in Section 5.1 hereof,  multiplied  by a fraction,  the  numerator of
which is the Participant's total number of Years of Service with the Bank at the
time of  determination,  and the denominator of which is the aggregate number of
Years of Service with the Bank the Participant  would have accumulated at his or
her Normal Retirement Date.

     2.2 "Actuarial  Equivalent"  means,  with respect to a given  benefit,  any
other benefit provided under the terms of the Plan which has the same present or
equivalent value on the date the given benefit payment commences,  as determined
by the Bank.

     2.3  "Administrator"  means the person(s) or entity designated by the Board
to administer the Plan on behalf of the Bank.

     2.4 "Bank"  means  Parke  Bank,  a New Jersey  corporation,  including  any
subsidiaries, successors and assigns thereto.

     2.5 "Beneficiary"  means any person or persons  designated by a Participant
in  writing on a form  satisfactory  to the Bank.  In the  absence of any living
designated  beneficiary,  a  deceased  Participant's  Beneficiary  shall  be the
deceased Participant's then living spouse, if any, for his or her life; if none,
or from and after such spouse's death,  then the living children of the deceased
Participant, if any, in equal shares, for their joint and survivor lives; and if
none,  or after their  respective  joint and survivor  lives,  the estate of the
deceased Participant.

     2.6 "Board"  means the Board of Directors of the Bank,  or any committee of
such Board that is authorized to oversee, administer and amend the Plan.

     2.7  "Disability"  means a physical or mental  condition  of a  Participant
resulting from bodily injury,  disease or mental disorder,  which renders him or
her incapable of continuing his or her usual and customary  employment  with the
Bank.  The  Disability  of a  Participant  shall  be  determined  by a  licensed
physician selected by the Bank.

     2.8 "Early  Retirement Date" means the date on which a Participant  attains
age  fifty-five  (55),  with ten Years of  Service  and at least one (1) year of
Participation in the Plan.


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     2.9 "Effective Date" means January 1, 2003.

     2.10 "Employee" means an employee of the Bank or subsidiary.

     2.11 "Employer"  means the Bank and any successors that shall maintain this
Plan. The Employer is a corporation,  with principal offices in the State of New
Jersey.

     2.12 "High  Recognized  Compensation"  means the highest annual  Recognized
Compensation of a Participant during the years of his or her Plan Participation.

     2.13 "Normal Retirement Date" means the date on which a Participant attains
age sixty (60), with at least one (1) year of Participation in the Plan.

     2.14   "Participant"   means  an   Employee   selected  by  the  Board  for
participation  in the Plan in accordance with Section 4 hereof,  and who has not
for any reason  become  ineligible  to  participate  further  in this  Plan.  An
individual  shall be deemed to  continue  as a  Participant  until all  benefits
payable to the Participant under this Plan have been distributed.

     2.15 "Plan" means the Parke Bank  Supplemental  Executive  Retirement  Plan
("SERP") as contained in this document, including all amendments thereto.

     2.16 "Plan Year" means the twelve month period commencing on January 1st of
each year and ending the following December 31st. The initial Plan Year shall be
July 1 through December 31, 2002.

     2.17 "Recognized  Compensation" means the base salary for the year to which
a Participant is entitled.

     2.18 "SERP Agreement" means a written  agreement  between a Participant and
the Bank in substantially the form attached hereto as Exhibit A.

     2.19 "Year of Service" means a period of twelve  consecutive  months during
which a Participant is employed by the Bank. Unless otherwise provided in his or
her SERP Agreement,  in determining a Participant's  Years of Service, he or she
shall  receive  credit  for  service  from  and  after  his or her  most  recent
employment commencement date.

Section 3 - Plan Administration

     3.1 Powers and Duties of the Administrator.  The Employer shall appoint the
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Plan  Administrator,  who shall administer the Plan for the exclusive benefit of
the Participants and their  Beneficiaries,  subject to the specific terms of the
Plan. The  Administrator  shall administer the Plan in accordance with its terms
and shall have the power and discretion to construe the terms of the Plan and to
determine  all  questions   arising  in  connection  with  the   administration,
interpretation,  and  application of the Plan. The  Administrator  may establish
procedures,  correct  any  defect,  supply any  information,  or  reconcile  any
inconsistency  in such manner and to such extent as shall be deemed necessary or
advisable  to carry out the  purpose of the Plan;  provided,  however,  that any
procedure,  discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied. The
Administrator  shall have all powers  necessary or appropriate to accomplish his
duties under this Plan.


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     The  Administrator  shall  be  charged  with  the  duties  of  the  general
administration of the Plan, including, but not limited to, the following:

     (a) The discretion to determine all questions  relating to the  eligibility
     of  Employees  to  participate  or remain a  Participant  hereunder  and to
     receive benefits under the Plan;

     (b) To  compute  and make  determinations  with  respect  to the  amount of
     benefits to which any Participant shall be entitled hereunder;

     (c)  To  authorize  and  make   nondiscretionary   or  otherwise   directed
     disbursements to Participants.

     (d) To maintain all necessary records for the administration of the Plan;

     (e) To interpret  the  provisions  of the plan and to make and publish such
     rules  for the  regulation  of the Plan as are  consistent  with the  terms
     hereof;

     (f) To prepare and implement a procedure to notify employees that they have
     been selected as eligible to participate in the Plan;

     (g) To assist any Participant regarding his rights,  benefits, or elections
     available under the Plan.

     3.2  Records  and  Reports.  The  Administrator  shall keep a record of all
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actions taken and shall keep all other books of account, records, and other data
that may be  necessary  for  proper  administration  of the  Plan  and  shall be
responsible   for  supplying  all  information  and  reports  to  the  Employer,
Participants and Beneficiaries.

     3.3 Participant Statement. The Administrator shall provide each Participant
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each Plan Year a statement  indicating that Participant's  current and projected
retirement benefit under the Plan.

     3.4 Information from Employer.  To enable the  Administrator to perform his
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functions,  the  Employer  shall  supply  full  and  timely  information  to the
Administrator on all matters  relating to the compensation of all  Participants,
their  retirement,  death,  disability,  or termination of employment,  and such
other pertinent facts as the  Administrator  may require.  The Administrator may
rely upon such information as is supplied by the Employer and shall have no duty
or responsibility to verify such information.

     3.5 Claims Procedure.  Claims for benefits under the Plan may be filed with
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the  Administrator  on forms  supplied by the  Employer.  Written or  electronic
notice of the  disposition of a claim shall be furnished to the claimant  within
90 days after the claim is filed. If additional time (up to 90 days) is required
by the  Administrator to process the claim,  written notice shall be provided to
the  claimant  within the  initial 90 day period.  The  extension  notice  shall
indicate the special  circumstances  requiring an extension of time and the date
by which the Administrator expects to render a determination.

     In the event the claim is denied in whole or in part,  the notice shall set
forth in language  calculated  to be understood by the claimant (i) the specific
reason or reasons for the denial,  (ii)  specific  reference to  pertinent  Plan
provisions on which the denial is based,  (iii) a description  of any additional
material or  information  necessary for the claimant to perfect the claim and an
explanation of why such material or

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information is necessary, and (iv) a description of the Plan's review procedures
and the time limits applicable to such procedures,  including a statement of the
claimant's  rights,  if any, to bring a civil action under section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), following
an adverse benefit determination on review.

     3.6 Claims Review Procedure.  Any Employee, former Employee, or Beneficiary
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who has been  denied a benefit by a decision  of the  Administrator  pursuant to
Section  3.5 shall be  entitled to request  the  Administrator  to give  further
consideration  to his claim by filing  with the  Administrator  a request  for a
hearing. Such request,  together with a written statement of the reasons why the
claimant  believes  his  claim  should  be  allowed,  shall  be  filed  with the
Administrator  no later than 60 days after  receipt of the written  notification
provided for in Section 3.5.  The claimant  shall be provided,  upon request and
free of charge, reasonable access to, and copies of, all documents,  records and
other   information   relevant  to  the  claimant's  claim  for  benefits.   The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant shall have an opportunity to submit  comments,  documents,  records and
other  information  relating  to  the  claim  without  regard  to  whether  such
information was submitted or considered in the initial benefit determination.

     The  Administrator  shall make a final  decision as to the allowance of the
claim  within  60 days of  receipt  of the  appeal  (unless  there  has  been an
extension  due to  special  circumstances,  provided  the delay and the  special
circumstances  occasioning it are communicated to the claimant in writing within
the 60 day period), and a decision shall be rendered as soon as possible but not
later than 120 days after receipt of the request for review; provided,  however,
in the  event  the  claimant  fails to submit  information  necessary  to make a
benefit  determination  on review,  such period shall be tolled from the date on
which the extension  notice is sent to the claimant  until the date on which the
claimant  responds to the request for  additional  information.  The decision on
review  shall  be  written  or  electronic  and,  in  the  case  of  an  adverse
determination,  shall include  specific  reasons for the  decision,  in a manner
calculated  to be understood  by the  claimant,  and specific  references to the
pertinent Plan provisions on which the decision is based. The decision on review
shall also  include  (i) a statement  that the  claimant is entitled to receive,
upon  request  and free of  charge,  reasonable  access  to,  and copies of, all
documents,  records and other  information  relevant to the claimant's claim for
benefits,  and (ii) a  statement  describing  any  voluntary  appeal  procedures
offered by the Plan, and a statement of the claimant's  right,  if any, to bring
an action under Section 502(a) of ERISA and shall include  specific  reasons for
the decision and specific  references to the pertinent Plan  provisions on which
the decision is based.

Section 4 - Eligibility and Participation

     4.1  Eligibility.  The  Board,  in its sole  discretion,  shall  select the
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Employees of the Bank who are eligible to become Participants.

     4.2  Participation.  The Board or its designee shall notify those Employees
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selected for participation of the benefits available under the Plan. An eligible
Employee  becomes a  Participant  in the Plan upon the execution and delivery by
him or her and the Bank of a SERP Agreement.

Section 5 - Retirement Benefit

     5.1 Normal  Retirement  Benefit.  If a Participant  is employed by the Bank
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until his or her Normal  Retirement  Date and, if in the calendar  year prior to
retirement, such Participant furnishes a not less than sixty days written notice
of the date of  retirement,  the  Participant  shall be entitled to receive as a
normal retirement benefit annual payments equal to fifty percent (50%) of his or
her High Recognized

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Compensation.  This normal retirement  benefit shall be payable in equal monthly
installments   commencing   on  the  first  day  of  the  month   following  the
Participant's  actual  retirement  and  continuing  for  the  remainder  of  the
Participant's life.

     5.2 Early  Retirement  Benefit.  If a  Participant  is employed by the Bank
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until his or her Early  Retirement  Date,  and, if in the calendar year prior to
the desired  commencement of retirement,  such Participant  furnishes a not less
than sixty days  written  notice of the date of  retirement,  he or she shall be
entitled to receive as an Early  Retirement  Benefit an amount  calculated as if
Participant's Early Retirement Date was in fact Participant's  Normal Retirement
Date.  This  Retirement  Benefit shall be payable in equal monthly  installments
commencing  on the first  day of the  month  following  the  Participant's  60th
birthday and  continuing  for the  remainder of the  Participant's  life. If the
Participant  and the Bank agree that the payment of the Retirement  Benefit will
begin at an earlier date, the amount of the Benefit shall be actuarially reduced
to reflect the earlier payment commencement date.

     5.3 Death After  Commencement  of  Retirement  Benefits.  If a  Participant
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should  die after  the  commencement  of  retirement  benefits  but prior to the
completion of one hundred twenty (120) monthly  payments,  such monthly payments
shall be continued to the  Participant's  Beneficiary  until the completion of a
combined  total of one hundred twenty (120) monthly  payments.  If a Participant
should die after Early Retirement but before  retirement  benefits payments have
begun,  monthly payments of the actuarially  equivalent  amount shall be made to
the  Participant's  Beneficiary,  commencing  on the  first  day  of  the  month
following the  Participant's  death,  until a total of one hundred  twenty (120)
monthly payments have been made.

     5.4  Alternate  Form of  Payment.  The Bank may,  in its sole and  absolute
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discretion,  approve a retiring  Participant's  request of an alternate  form of
payment of the  benefit,  which  shall  include the option to receive a lump sum
payment,  in which case such payment(s)  shall be in the amount of the Actuarial
Equivalent of the benefit otherwise payable hereunder.

     5.5 Forfeiture of Benefits. If a Participant terminates employment with the
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Bank prior to attaining his or her Normal  Retirement Date, other than by reason
of  Early  Retirement,  death  or  Disability,  or a  Change  in  Control,  such
Participant shall not be entitled to any benefits under this Plan.

     5.6 Death While Employed After Age 60. A Participant  whose employment with
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the Bank continues after his or her Normal Retirement Date and who dies while so
employed shall be deemed to have retired immediately prior to such Participant's
death.

Section 6 - Pre-Retirement Survivor Benefit

     6.1 Pre-Retirement  Survivor Benefit.  If a Participant dies while employed
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by the Bank prior to reaching his or her Normal  Retirement Date, the Bank shall
pay to the deceased Participant's Beneficiary,  as a survivor benefit, an annual
amount equal to (1) one hundred percent (100%) of the  Participant's  Recognized
Compensation  at date of death for one year,  and (2) fifty percent (50%) of the
Participant's Recognized Compensation at date of death for each of the following
four (4) years.  This Survivor Benefit shall be payable in monthly  installments
commencing on the first day of the month following the Participant's death.



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Section 7 - Disability Benefit and Authorized Leave of Absence

     7.1 Disability Benefit. Notwithstanding anything to the contrary herein, if
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a Participant's employment with the Bank is terminated prior to attaining his or
her Normal  Retirement Date as a result of the Participant's  Disability,  then,
for purposes of this Plan, it shall be deemed that the  Participant has remained
in the employ of the Bank until the earliest to occur of: (a) the  Participant's
death; (b) the Participant's attaining his or her Normal Retirement Date; or (c)
the cessation of the Participant's Disability and the failure of the Participant
to return to active  employment  with the Bank  within a  reasonable  time after
recovery from the Disability.  The employment of a Participant  described in the
preceding  sentence  also  shall be deemed to  continue  in order to permit  the
Participant to elect early retirement pursuant to Section 5.2

     7.2 Authorized Leave of Absence.  A Participant's  employment with the Bank
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shall not be deemed to have  terminated  for  purposes  of this Plan  during any
authorized leave of absence.

Section 8 - Bank-Owned Life Insurance ("BOLI")

     8.1 Bank Owns All Rights.  In the event that, in its  discretion,  the Bank
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purchases  a  life  insurance  policy  or  policies  insuring  the  life  of any
Participant to allow the Bank to informally finance and/or recover,  in whole or
in part, the cost of providing the benefits  hereunder,  neither the Participant
nor any Beneficiary shall have any rights whatsoever therein.  The Bank shall be
the sole owner and  beneficiary of any such policy or policies and shall possess
and may exercise all incidents of ownership therein,  except in the event of the
establishment  of and transfer of said policy or policies to a trust by the Bank
as described in Section 14 hereof.

     8.2  Participant  Cooperation.  If the  Bank  decides  to  purchase  a life
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insurance  policy or policies on any  Participant,  the Bank will so notify such
Participant.  Such Participant shall consent to being insured for the benefit of
the Bank and shall take whatever  actions may be necessary to enable the Bank to
timely apply for and acquire such life insurance and to fulfill the requirements
of the  insurance  carrier  relative to the  issuance  thereof as a condition of
eligibility to participate in the Plan.

     8.3 Participant  Misrepresentation.  If: (a) any Participant is required by
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this  Plan  to  submit  information  to  any  insurance  carrier;  and  (b)  the
Participant  makes a  material  misrepresentation  in any  application  for such
insurance; and (c) as a result of that material  misrepresentation the insurance
carrier is not  required to pay all or any part of the proceeds  provided  under
that insurance,  then the  Participant's  (or the  Participant's  Beneficiary's)
rights to any  benefits  under this Plan may be, at the sole  discretion  of the
Board,  reduced to the extent of any  reduction of proceeds  that is paid by the
insurance carrier because of such material misrepresentation.

     8.4 Suicide. Notwithstanding any other term or provision of the Plan or the
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SERP  Agreement,  if a  Participant  dies by reason of suicide and if the Bank's
receipt of insurance proceeds is as a result reduced, then the Participant's (or
the Participant's  Beneficiary's) rights to any benefits under this Plan may be,
at the sole  discretion of the Board,  reduced to the extent of any reduction of
proceeds that is paid by the insurance carrier.



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Section 9 - Resignation and Removal of the Administrator

     9.1 Resignation. The Administrator may resign at any time by written notice
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to the Board,  which shall be effective  thirty (30) days after  receipt of such
notice unless the Administrator and the Board agree otherwise.

     9.2 Removal.  The  Administrator may be removed by the Board on thirty (30)
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days notice or upon shorter notice accepted by the Administrator.

     9.3 Appointment of Successor. If the Administrator resigns or is removed, a
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successor  shall be appointed,  in accordance  with Section 10, by the effective
date of resignation or removal under this Section 9. If no such  appointment has
been made, the Administrator may apply to a court of competent  jurisdiction for
appointment   of  a  successor  or  for   instructions.   All  expenses  of  the
Administrator   in  connection   with  the   proceeding   shall  be  allowed  as
administrative expenses of the Bank.

Section 10 - Appointment of Successor Administrator

     10.1 Successor Administrator. If the Administrator resigns or is removed in
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accordance  with  Section  9.1 or 9.2,  the Board may appoint any third party as
successor  Administrator.  The  appointment  shall be effective when accepted in
writing by the new  Administrator.  The new Administrator  shall have all of the
rights and powers of the former Administrator.

Section 11 - The Administrator's Consultant

     11.1 Consultant. The Bank agrees to the designation by the Administrator of
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NYLEX Benefits LLC  (hereinafter  called  "NYLEX"),  headquartered  in Stamford,
Connecticut,   as  the  Administrator's   Consultant  (hereinafter  called  "the
Administrator's  Consultant")  under this Plan. The Administrator  shall have no
responsibility  for  the  performance  of  the  duties  of  the  Administrator's
Consultant.

     11.2  Independent  Consultant.  It is recognized that NYLEX also acts as an
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independent consultant for the Administrator with respect to the Administrator's
obligations under the Plan.

     11.3 Resignation of Consultant.  The Administrator's  Consultant may resign
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at any time by delivery of written notice of  resignation to the  Administrator.
The  Administrator's  Consultant may be removed by the Administrator at any time
by delivery of written notice of such removal to the Administrator's Consultant.
Any such  resignation or removal shall take effect as of a future date specified
in the notice,  which date shall not be earlier  than sixty (60) days after such
notice  is  delivered,  of  such  earlier  date  as  may  be  agreed  to by  the
Administrator's  Consultant and the Administrator.  As soon as practicable after
the  Administrator's  Consultant has resigned or has been removed hereunder,  it
shall deliver to the successor Administrator's  Consultant all reports, records,
documents,  and other written information in its possession  regarding the Plan,
the Participants and Beneficiaries, and thereupon shall be paid all unpaid fees,
compensation and reimbursements to which it is entitled under this Agreement and
shall be relieved of all responsibilities and duties under this Agreement.

     11.4  Records  to  be  Maintained.  The  Administrator's  Consultant  shall
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maintain  or cause  to be  maintained  all of the  records  contemplated  by the
current actuarial  agreement  between the Administrator and the  Administrator's
Consultant.  The Administrator's Consultant shall also perform such other duties
and  responsibilities  under the Plan Agreement as agreed in writing between the
Administrator's Consultant and the Administrator.

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     11.5  Furnishing of  Information.  The  Administrator  shall furnish to the
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Administrator's  Consultant  all the  information  necessary  to  determine  the
benefits payable to or with respect to each Participant and Beneficiary, and the
name,  address and Social Security number of each  Participant and  Beneficiary.
The Administrator shall regularly, at least annually, or promptly at the request
of the Administrator's  Consultant,  furnish to the  Administrator's  Consultant
revised  and  updated  information,   including  copies  of  any  amendments  or
supplements  to  the  Plan  or the  Administrator's  obligations.  Based  on the
foregoing  information,  the  Administrator's  Consultant  shall prepare  annual
statements for each Participant and Beneficiary and shall furnish a copy of same
to the  Administrator.  In the event the  Administrator  refuses or  neglects to
provide  updated  information,   as  contemplated  herein,  the  Administrator's
Consultant shall be entitled to rely upon the most recent furnished to it by the
Administrator.  The  Administrator's  Consultant has no responsibility to verify
information provided to it by the Administrator.

     11.6 Annual  Valuation.  The  Administrator's  Consultant  shall assist the
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Administrator  in  providing  all required  Plan  information  to the Bank.  The
Administrator's  Consultant shall also perform an annual actuarial  valuation of
the obligations  under the Plan and the funding  requirements  therefore,  based
solely on the most recent information furnished to it by the Administrator.

Section 12 - Amendment

     12.1  Amendment.  The Employer shall have the right at any time to amend or
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terminate this Plan.  However,  no amendment  shall be effective so as to reduce
the amount of any Participant's  Accrued Benefit, or to delay the payment of any
amount  to a  Participant  beyond  the time that such  amount  would be  payable
without regard to such amendment.

     12.2 Cessation of Accrual of Benefits. The Bank shall have the right at any
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time to notify the  Participants  that  benefits will no longer accrue under the
Plan.  Upon any such notice,  retirement  benefits  payable to a Participant  at
Normal  Retirement Date shall be based on the  Participant's  Accrued Benefit at
the date of the notice referred to in the preceding sentence.

Section 13 - Change in Control

     13.1 Change in Control.  Notwithstanding  anything to the contrary  herein,
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upon a Change in Control of the Bank then,  for purposes of this Plan,  for each
of the  individuals  who was a Participant  in the Plan and employed by the Bank
immediately  prior to such  Change,  the  Participant  shall be  deemed  to have
remained in the employ of the Bank and  continued as a  participant  in the Plan
until  attaining  his  or  her  Normal   Retirement  Date.  In  such  case,  the
Participant's  retirement  benefit shall be considered vested and not subject to
forfeiture  and the  Participant  shall be eligible  to receive  the  retirement
benefit as provided for by Section 5.1 of this Plan. If Participant's employment
is  terminated  after  a  Change  of  Control,  then at the  Participant's  sole
discretion,  he or she shall be entitled to commence receipt  immediately of the
Actuarial Equivalent amount of his or her retirement benefit.

     13.2 Change in Control  Defined.  "Change of Control" means the purchase or
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other acquisition by any person, entity or group of persons,  within the meaning
of section 13(d) or 14(d) of the  Securities  Exchange Act of 1934  (hereinafter
called "Act"), or any comparable successor  provisions,  of beneficial ownership
(within the meaning of Rule 13e-3  promulgated  under the Act) of  30-percent or
more of either the outstanding  equity interests or the combined voting power of
the Company,  or the approval by the owners of the Company of a  reorganization,
merger, or  consolidation,  in each case, with respect to which persons who were
owners of the Company immediately prior to such reorganization, merger or

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consolidation do not,  immediately  thereafter,  own more than 50-percent of the
combined voting power entitled to vote generally in the election of directors of
the reorganized,  merged or consolidated  Company's then  outstanding  ownership
interests,  or a liquidation or dissolution of the Company or the sale of all or
substantially all of the Company's assets.

Section 14 - Miscellaneous

     14.1  Nonalienation of Benefits.  No right or benefit under this Plan shall
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be subject to anticipation,  alienation, sale, assignment,  pledge, encumbrance,
or charge,  and any  attempt to  anticipate,  alienate,  sell,  assign,  pledge,
encumber,  or charge any right or benefit under this Plan or any SERP  Agreement
shall be void.  No such  right or  benefit  shall in any manner be liable for or
subject to the debts,  contracts,  liabilities  or torts of the person  entitled
thereto. If a Participant or any Beneficiary hereunder shall become bankrupt, or
attempt to anticipate,  alienate,  sell, assign, pledge, encumber, or charge any
right  hereunder,  then such right or benefit  shall,  in the  discretion of the
Board,  cease and terminate,  and in such event, the Board may hold or apply the
same or any  part  thereof  for the  benefit  of the  Participant  or his or her
Beneficiary,  spouse,  children,  or  other  dependents,  or any of them in such
manner and in such amounts and proportions as the Board may deem proper.

     14.2  Unsecured  Liability.  The  obligation  of the Bank to make  payments
           --------------------
hereunder to a Participant shall constitute an unsecured  liability of the Bank.
Such  payments  shall be made  from the  general  funds of the Bank and the Bank
shall not be required to establish or maintain any special or separate  fund, to
purchase or acquire life  insurance  on a  Participant's  life,  or otherwise to
segregate  assets  to  assure  that  such  payments  shall  be made.  Neither  a
Participant nor any other person shall have any interest in any particular asset
of the Bank by reason of its obligations  hereunder and the right of any of them
to receive  payments  under this Plan shall be no greater  than the right of any
other  unsecured  general  creditor of the Bank.  Nothing  contained in the Plan
shall  create  or be  construed  as  creating  a trust of any kind or any  other
fiduciary relationship between the Bank and a Participant or any other person.

     14.3 No Contract of Employment. This Plan shall not be deemed to constitute
          -------------------------
a contract  between the Bank and any Participant or to be a consideration  or an
inducement for the employment of any Participant or Employee.  Nothing contained
in this Plan shall be deemed to give any Participant or Employee the right to be
retained in the service of the  Employer or to  interfere  with the right of the
Employer to discharge any  Participant or Employee at any time regardless of the
effect which such  discharge may have upon him or her as a  Participant  of this
Plan.

     14.4 Designation of Beneficiary.  Each Participant shall file with the Bank
          --------------------------
a notice in writing, in a form acceptable to the Board,  designating one or more
Beneficiaries  to whom  payments  becoming  due by  reason of or after his death
shall be made.  Participants  shall have the right to change the  Beneficiary or
Beneficiaries so designated from time to time; provided,  however,  that no such
change shall become  effective until received in writing and acknowledged by the
Bank.

     14.5 Payment to  Incompetents.  The Bank shall make the  payments  provided
          ------------------------
herein directly to the Participant or Beneficiary  entitled  thereto or, if such
Participant  or  Beneficiary  has  been  determined  by  a  court  of  competent
jurisdiction  to be mentally or  physically  incompetent,  then payment shall be
made  to  the  duly   appointed   guardian,   committee   or  other   authorized
representative of such Participant or Beneficiary. The Bank shall have the right
to make payment  directly to a Participant or Beneficiary  until it has received
actual  notice of the  physical  or mental  incapacity  of such  Participant  or
Beneficiary   and  actual  notice  of  the  appointment  of  a  duly  authorized
representative of his or her estate. Any payment to

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<PAGE>



or for the benefit of a Participant or Beneficiary shall be a complete discharge
of all liability of the Bank therefore.

     14.6 Interpretation. The interpretation and construction of the Plan by the
          --------------
Board, and any action taken hereunder,  shall be binding and conclusive upon all
parties in  interest.  No member of the Board  shall be liable to any person for
any action taken or omitted to be taken in connection  with the  interpretation,
construction or  administration  of the Plan, so long as such action or omission
be made in good faith.

     14.7 Authority to Appoint a Committee.  The Board,  within its  discretion,
          --------------------------------
shall have the  authority  to appoint a committee  of not less than three (3) of
its  members,  which  shall have  authority  over the Plan in lieu of the entire
Board.

     14.8 Authority to Establish a Trust.  The Board shall have the right at any
          ------------------------------
time to  establish  a trust to which  the Bank may  transfer  from  time to time
certain  assets  to be used by said  trustee(s)  to  satisfy  some or all of the
Bank's obligations and liabilities under the Plan. All assets held by such trust
shall be  subject  to the  claims of the  Bank's  creditors  in the event of the
Bank's Insolvency (as defined herein). The Bank shall be considered  "Insolvent"
for  purposes  of said trust if: (a) the Bank is unable to pay its debts as they
become due; or (b) the Bank is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

     14.9 Prepayment. The Board may, in its sole and absolute discretion, prepay
          ----------
all  or  any  part  of  the  monthly  installments  remaining  to be  paid  to a
Participant or Beneficiary  under this Plan. The amount of such prepayment shall
equal the  Actuarial  Equivalent  of the remaining  monthly  installments  being
prepaid,  as determined by the Board in its  discretion,  and receipt thereof by
the  Participant or Beneficiary  shall be in full  satisfaction of all remaining
obligations of the Bank under the Plan and applicable SERP Agreement.

     14.10  Binding  Effect.  Obligations  incurred by the Bank pursuant to this
            ---------------
Plan shall be binding upon and inure to the benefit of the Bank,  its successors
and  assigns,   and  the  Participant,   his  or  her  Beneficiaries,   personal
representatives, heirs, and legatees.

     14.11 Entire Plan. This document and any amendments  hereto contain all the
           -----------
terms and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.

     14.12 Merger,  Consolidation  or  Acquisition.  In the event of a merger or
           ---------------------------------------
consolidation  of the Bank with another  corporation  or entity,  or the sale or
lease of all or substantially all of the Bank's assets to another corporation or
entity, or the acquiring by another corporation or entity of a right to elect at
least thirty percent (30%) of the Board,  then and in such event the obligations
and  responsibilities  of the Bank  under this Plan shall be assumed by any such
successor or acquiring corporation or entity, and all of the rights,  privileges
and benefits of the Participants hereunder shall continue.

Section 15 - Construction

     15.1  Construction  of this Plan. This Plan shall be construed and enforced
           --------------------------
according to the laws of the State of New Jersey, other than its laws respecting
choice of law.


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<PAGE>


     15.2 Gender and Number. The masculine gender,  where appearing in the Plan,
          -----------------
shall be deemed to include the feminine  gender,  and the singular shall include
the plural, unless the context clearly indicates to the contrary.

     15.3  Headings.  All  headings  used in this  Plan are for  convenience  of
           --------
reference only and are not part of the substance of this Plan.

     15.4 Enforceability. If any term or condition of this Plan shall be invalid
          --------------
or unenforceable to any extent or in any application,  then the remainder of the
Plan, and such term or condition  except to such extent or in such  application,
shall not be affected thereby, and each and every term and condition of the Plan
shall  be  valid  and  enforced  to the  fullest  extent  and  in  the  broadest
application permitted by law.

     15.5  Uniformity.  All  provisions  of this Plan shall be  interpreted  and
           ----------
applied in a uniform,  nondiscriminatory  manner.  In the event of any  conflict
between the terms of this Plan and any summaries or other  descriptions  of this
Plan, the Plan provisions shall control.



                                       11