Exhibit 10.1
                                                                    ------------

                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT  AGREEMENT (the  "Agreement") made effective as of May 26,
2006 by and among  CITY  NATIONAL  BANK OF NEW  JERSEY  (the  "Bank") a national
banking association, CITY NATIONAL BANCSHARES CORPORATION (the "Corporation"), a
New Jersey  corporation,  each with its  principal  office at 900 Broad  Street,
Newark, New Jersey (the Bank and the Corporation sometimes collectively referred
to as the "Employer"), and LOUIS E. PREZEAU ("Executive").

      WHEREAS,  the  Corporation  is a bank holding  company,  and the Bank is a
wholly-owned subsidiary of the Corporation; and

      WHEREAS,  the Bank,  the  Corporation  and the Executive  have  previously
entered  into  an  Employment  Agreement  effective  as of May 25,  2003,  which
Employment Agreement is hereby revised,  amended and extended pursuant to and in
accordance with the terms of this Employment Agreement; and

      WHEREAS,  the Bank and the  Corporation  desire to  continue to retain the
services  of  Executive  as  President  and  Chief  Executive   Officer  of  the
Corporation  and the Bank for the period  provided in this Agreement and subject
to the terms and conditions hereof; and

      WHEREAS,  Executive  is willing to serve in the employ of the Bank and the
Corporation as President and Chief  Executive  Officer on a full-time  basis for
said period on the terms and conditions specified herein,

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:

      1. POSITION AND RESPONSIBILITIES.

      (a) During the period of his employment  hereunder,  Executive shall serve
as  President  and Chief  Executive  Officer  of the  Corporation  and the Bank.
Executive shall have such duties as are customarily or  appropriately  vested in
the  President  and Chief  Executive  Officer of a  publicly-held  bank  holding
company and a national  bank,  and as from time to time may be prescribed by the
Board of Directors of the  Corporation  (the "Board"),  provided such duties are
consistent with Executive's present duties and with Executive's current position
as the President and Chief Executive Officer of the Employer.  During the period
of his employment  hereunder,  Executive shall devote  substantially  all of his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation and management of the Employer.

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<PAGE>

      (b) During the period of  employment  hereunder,  Corporation  shall elect
Executive  as a  director  of the Bank and  shall  nominate  and  recommend  the
Executive for election as a director of the Corporation.


      2. TERM.

      The period of Executive's  employment under this Agreement shall be deemed
to have  commenced  as of the  effective  date  first  above  written  and shall
continue  for a period of three (3) years  thereafter.  Thereafter,  subject  to
Section 9(b) hereof,  the Employer may, in its discretion,  renew this Agreement
upon such terms and conditions as shall be mutually agreeable to the parties.

      3. COMPENSATION AND RELATED MATTERS.

      (a) Salary. As compensation for the  responsibilities and duties described
in Section 1, the  Employer  shall pay  Executive  an annual  salary of $268,000
during the first year of employment (such annual salary as adjusted from time to
time,  the "Base  Salary"),  payable  biweekly.  Executive's  Base Salary may be
further  increased  during the second and third year of employment as determined
by the Board or a duly appointed  committee.  At Executive's option and expense,
the  Executive  may defer  part of his Base  Salary;  provided  (a)  Executive's
deferral election is made at a time and in a manner so as to comply with Section
409A of the Internal Revenue Code and the regulations  promulgated thereunder (a
"Complying Deferral Election"),  and (b) Executive is responsible for making all
necessary  arrangements  for such deferral  (with respect to any trusts or other
agreements relating thereto). In addition to his Base Salary, Executive shall be
entitled  to the same  director's  fees as other  directors  of the Bank and the
Corporation. The difference between the Base Salary amount which would have been
paid to Executive between the effective date of this Agreement and the date this
Agreement  is executed by the parties  hereto,  and the amount that was actually
paid to  Executive  as base  salary  during  such time  period  shall be paid to
Executive  (subject to normal payroll  withholdings)  within thirty (30) days of
the date this Agreement is executed by all the parties hereto.

      (b) Employee Benefits.  So long as Executive shall be employed  hereunder,
the Employer  shall provide  Executive,  at no cost to Executive,  with all such
other benefits as are provided uniformly to permanent full-time employees of the
Bank.  In addition,  Executive  will be entitled to incentive  compensation  and
bonuses as  provided in any plan of the  Employer in which  officers of the Bank
are eligible to participate.

      (c)  Expenses.  In  addition  to the  salary and other  benefits  provided
hereunder,  the Employer shall  reimburse  Executive for all reasonable  travel,
commutation  and other  expenses  incurred  and  accounted  for by  Executive in
performing  his  obligations  under  this  Agreement.  Employer's  reimbursement
obligation hereunder shall be subject to Employer's  reimbursement  policies and
procedures as adopted and amended from time to time.

      (d) Life  Insurance.  So long as  Executive  is employed  by the  Employer
hereunder,  the Employer  shall pay, for the benefit of Executive,  100% of that
amount of annual premium on life insurance  policy no.  37-627041  issued by the
Equitable  Life  insurance  Company as is allocable to a death  benefit of up to
three (3) times the Executive's annual Base Salary then in effect.  Executive is
authorized to amend and/or  supplement such policy to increase the death benefit
to three (3) times his current Base Salary. Executive shall be the owner of such
life insurance and shall be entitled to exercise all rights of ownership of such
life insurance, including naming the beneficiary of such life insurance.

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<PAGE>


      (e) Automobile.  So long as Executive is employed hereunder,  the Employer
shall  provide  Executive,   for  his  exclusive  use,  with  an  automobile  of
Executive's  choice  (new or  used),  having a  purchase  price not in excess of
$50,000  or a lease  cost not in excess of $1,000 per month and which is no more
than three (3) years old. The Employer  shall pay (or reimburse  Executive  for)
all  expenses  related  to  the  operation,  maintenance  and  up-keep  of  such
automobile, including insurance, gas, service and repairs.

      (f) Vacation.  Executive  shall be entitled to six weeks paid vacation per
year, of which up to two weeks vacation may be carried  forward to the next year
(entitling Executive to a maximum of eight weeks vacation in any one year if two
weeks of  vacation  from the prior  year were not  used).  Time spent at banking
conventions shall not be counted as vacation time. Executive will be compensated
for all unused  vacation at the termination of his employment for any reason (to
extent  Executive  would have been entitled to such vacation time in the year of
termination).

      (g)  Conventions.  Employer  shall  reimburse  Executive  for all expenses
related to (i) his  attendance at three  banking  conventions a year selected by
the Executive (such as the National Bankers Association,  the New Jersey Bankers
Association and the American Bankers  Association,  etc.); and (ii) his spouse's
attendance  at the same  conventions,  but only to the extent the  presence  and
activities  of his spouse for which such  expenses are incurred  complement  and
assist Executive in satisfying Employer's objectives at such conventions.

      (h) Financial Tax/Legal Consultant. Employer shall reimburse Executive for
expenses related to the consultation of a financial tax/legal consultant for his
personal  finances.  This benefit is available  for one time anytime  during the
term of this Agreement.

      (i) Annual Medical  Checkup.  Employer shall  reimburse  Executive for the
expenses related to an annual, complete physical.

      4. PERFORMANCE BONUS.

      (a)  Calculation  of  Bonus.  Executive  shall be  entitled  to an  annual
performance  bonus  ("Performance  Bonus")  commencing with and for the calendar
year ended 2006, equal to the following:

      (a)  Calculation  of  Bonus.  Executive  shall be  entitled  to an  annual
performance  bonus  ("Performance  Bonus")  commencing with and for the calendar
year ended 2006,  equal to the bonus amount  opposite the  applicable ROE amount
for such year as follows:

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-------------------- --------------------- -------------------------------------
TIER                 ROE*                              BONUS AMOUNT

-------------------- --------------------- -------------------------------------
-------------------- --------------------- -------------------------------------
          1                  0 10%                           0
-------------------- --------------------- -------------------------------------
-------------------- --------------------- -------------------------------------
          2                 >10<15%        10% of the amount by which the
                            -              Corporation's net income (less
                                           preferred dividends) for such year
                                           equals or exceeds 10% of the
                                           Corporation's  average common equity
                                           for such year but is less than
                                           15% of the Corporation's average
                                           common equity for such year.


-------------------- --------------------- -------------------------------------
-------------------- --------------------- -------------------------------------
          3                 >15%           The Tier 2 Bonus Amount, PLUS 20% of
                            -              the amount by which the Corporation's
                                           net income (less preferred dividends)
                                           for such year equals or exceeds 15%
                                           of  the Corporation's average common
                                           equity for such year.

-------------------- --------------------- -------------------------------------

*Return on average common equity of the Corporation.

For  purposes  of this  chart,  average  common  equity  shall mean the  average
stockholders' equity for the Corporation less preferred stock.

      In any year,  the Board has the  discretion  to increase  the  Performance
Bonus award over the level indicated above.

      (b) Payment of Performance  Bonus. The Performance  Bonus shall be paid in
cash,  the  Corporation's  common  stock,  or any  combination  thereof,  as the
Executive shall decide subject to the limitations set forth below.

      (i) If all or any portion of the Performance  Bonus is to be paid in cash,
such cash payment  shall be made within  thirty (30) days after the  Corporation
has received the final  year-end audit report for the  Corporation  and the Bank
prepared and certified by the Corporation's independent auditors.

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<PAGE>


      (ii) If all or any portion of the  Performance  Bonus is to be paid in the
Corporation's  common  stock,  the  number of  shares  issued  to  Executive  in
satisfaction  of the  Performance  Bonus shall be  determined  based on the then
applicable  fair market value of such shares as determined by the Board,  giving
appropriate weight to the lack of marketability of such shares.

      At the  Executive's  option and expense,  Executive  may defer part of his
Performance  Bonus;  provided  Executive  shall be  responsible  for  giving the
Employer a Complying Deferral Election and making all necessary arrangements for
such deferral (with respect to any trusts or other agreement relating thereto).

      (c) Pro Rata Share on Termination. In the event the Executive's employment
shall be terminated for any reason (including,  without limitation, the death or
disability of the Executive) other than (x) by the Employer for "cause",  or (y)
by the Executive  without  "Good  Reason",  prior to the  expiration of the term
hereof,  the Executive shall  nonetheless be entitled to receive a bonus payable
in accordance with the terms hereof equal to (i) the Performance  Bonus to which
the Executive  would  otherwise be entitled as  calculated  in  accordance  with
Section 4(a) hereof, multiplied by (ii) a fraction the numerator of which is the
number  of  days  employed  by the  Executive  during  the  year  in  which  the
Executive's employment was terminated and the denominator of which is 365.

      (d) Certification of Bonus. If Executive and Employer shall disagree as to
the amount of the Performance  Bonus,  the Employer shall request the Employer's
independent  auditors  to  prepare  a  certificate  showing  the  amount  of net
operating profit,  common  stockholders'  equity and the Performance Bonus. Such
certificate shall be binding upon the parties, absent manifest error.

      5. RESTRICTED STOCK; STOCK OPTIONS.

      (a) The Board will consider each year in conjunction  with the Executive's
annual review, the outright grant of shares of the Corporation's common stock or
the granting of an option to purchase shares of the  Corporation's  common stock
(such shares being the "Option Shares").

      (b) The exercise  price to be paid by Executive for each Option Share (the
"Option  Price")  shall be  determined  by the  Board at the time the  option is
granted.  All payments of the exercise price must be made in cash in full at the
time of delivery of the Option Shares to  Executive.  Executive may exercise the
option granted  hereunder and purchase Option Shares by giving written notice of
his  election to exercise  his option  hereunder.  The notice  shall comply with
Section 22 hereof,  and shall state the number of Option Shares which  Executive
desires to purchase.

      (c) Subject to the provisions of this Section 5(c),  stock options granted
to Executive  under this Agreement are not  transferable  by the Executive other
than by will,  decent and distribution,  and during  Executive's life time, such
stock  options may be exercised  only by Executive  or  Executive's  guardian or
legal  representative.  Notwithstanding  the  foregoing,  Executive may transfer
stock options issued to the Executive by the  Corporation  pursuant to the terms
of this  Agreement to a family  member of the Executive or to one or more trusts
or other  legal  entities  organized  and  established  for the  benefit  of the
Executive and/or his family members (a "Family  Member")  provided such transfer
is a gift.  Subsequent  transfers of  transferred  stock options are  prohibited
except  to  other  Family  Members  or by  will  or  the  laws  of  descent  and
distribution.  Following a transfer of a stock  option,  such stock option shall
continue  to be  subject  to the same terms and  conditions  as were  applicable
immediately prior to such transfer.

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<PAGE>


      (d) The existence of the options hereunder shall not affect in any way the
right or power of the  Corporation or its  stockholders to make or authorize any
or all adjustments  recapitalizations,  reorganizations  or other changes in its
capital  structure  or its  business,  or any  merger or  consolidation,  of the
corporation,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead of or  affecting  the common  stock or the rights  thereof,  or the
dissolution or liquidation of the Corporation, or any sale or transfer of all or
any part of its assets or business,  or any other  corporate act or  proceeding,
whether of a similar character or otherwise.

      (e) If after  the date  hereof  while the  options  are  outstanding,  the
Corporation shall effect a subdivision or combination of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of
the number of shares of common  stock  outstanding  (other than the  issuance or
repurchase  of  shares  for fair  consideration),  then  (i) in the  event of an
increase in the number of such shares  outstanding,  the number of Option Shares
then subject to the option  shall be  proportionately  increased  and the Option
Price shall be proportionately  reduced, and (ii) in the event of a reduction in
the number of such shares outstanding,  the number or Option Shares then subject
to the option  shall be  proportionately  reduced and the Option  Price shall be
proportionately increased.

      (f) Executive  acknowledges  that the shares of common stock issued to the
Executive  under  Sections  4  and  5  of  this  Agreement,  including,  without
limitation,  the Option Shares may be  "restricted  stock" within the meaning of
Rule 144 of the Securities Act of 1933, as amended,  and may be disposed of only
in accordance with Rule 144.

      6. TERMINATION UPON DISABILITY.

      (a) Employer  may  terminate  Executive's  employment  hereunder  upon the
occurrence of Executive'  Disability.  As used herein, the terms "Disability" or
"Disabled"  shall  mean the  inability  of the  Executive,  by reason of injury,
illness  or other  similar  cause,  to  perform a major  part of his  duties and
responsibilities  in connection  with the conduct of the business and affairs of
the Employer for a period of six (6) consecutive  months.  The  determination of
whether the  Executive  is Disabled  shall be made by the  majority  vote of the
Board, whose decision on this matter shall be final. Executive hereby authorizes
any physician,  hospital or health care  professional to furnish to the Employer
medical records covering his health or physical condition, but only in the event
that   Executive   is  unable  to   perform  a  major  part  of  his  duties  or
responsibilities for one (1) month.  Executive shall cooperate with the Employer
by executing  whatever  documents,  and taking  whatever  actions,  that will be
reasonably  required under  applicable law to permit  Employer's  access to such
medical records.

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<PAGE>

      (b) Upon  termination  for  Disability,  Executive  shall be  entitled  to
receive all compensation and benefits under Section 3 of this Agreement  accrued
throu gh the date of such termination,  and the amount of any unpaid Performance
Bonus calculated in accordance with Section 4 hereof. In addition, the Executive
shall be  entitled  to long term  disability  benefits  which  shall be provided
pursuant to (i) any group  disability  insurance  policy in which Executive is a
participant and (ii) an additional  long-term  disability  policy providing such
amount of  disability  benefit  as is  necessary  to cause the total  amounts of
disability benefits under this Section 5(b), exclusive of amounts referred to in
the first sentence of this Section 5(b), to equal  two-thirds of the Executive's
annual Base Salary in effect at the time of termination for Disability. Premiums
on the additional  policy referred to in the preceding clause (ii) shall be paid
by Employer so long as Executive shall be employed hereunder.

      7.  TERMINATION  UPON DEATH.  Executive's  employment  hereunder  shall be
immediately  terminated  upon  his  death,  in which  case  Employer  shall  pay
Executive's  beneficiaries  or his  estate:  (a) the amount of any  accrued  but
unpaid  Base  Salary  pursuant  to  Section  3(a),  (b) the amount of any unpaid
Performance   Bonus  calculated  in  accordance  with  Section  4  hereof,   (c)
Executive's  other  accrued  and  unpaid  benefits  pursuant  to  Section  3. In
addition,  the  Employer  shall  continue  all  health  insurance  benefits  for
Executive's  family member (which his family  members were receiving on the date
of death)  for one (1) year after the date of death at the  Employer's  expense.
Thereafter,  the  Employer  shall  have  no  further  obligation  to  compensate
Executive except as expressly provided in this Agreement.

      8. TERMINATION FOR CAUSE.

      (a) Employer may, at any time,  terminate the  Executive's  employment for
"cause",  defined as: (i) breach of fiduciary duty involving personal dishonesty
(ii)  commission of a felony or of a misdemeanor  involving  dishonesty or moral
turpitude,  or (iii) commission of embezzlement or fraud against Employer or any
of its affiliates,  in each case which is material in amount or in injury to the
Employer or its reputation,  (iv) continuous or habitual  alcohol or drug abuse,
(v) habitual unexcused  absence,  or (vi) continuous gross negligence or willful
disregard for his duties hereunder. For purposes of this Section, no act, or the
failure to act, on Executive's  part shall be considered  "willful"  unless such
act or failure to act was in bad faith, and without  reasonable  belief that the
action or omission was in the best interests of the Employer.

      (b) Upon  termination  of Executive's  employment  for "cause,"  Executive
shall be entitled to receive  only the amount of any  compensation  and benefits
accrued  and  unpaid  pursuant  to  Section  3 of this  Agreement,  but shall be
entitled to no further compensation or benefits hereunder.

      9. TERMINATION WITHOUT CAUSE: FAILURE TO RENEW SEVERANCE.

      (a)  Except  as  otherwise  provided  herein,   upon  the  termination  of
Executive's  employment by the Employer without "cause",  the Employer shall pay
to  Executive  in one lump sum (in addition to (i) the amount of any accrued but
unpaid  salary  pursuant  to Section  3(a),  (ii) any unpaid  Performance  Bonus
calculated  in accordance  with Section 4 hereof,  and (iii)  Executive's  other
accrued and unpaid benefits pursuant to Section 3) (1) in one lump sum an amount
equal to two times  Executive's then applicable Base Salary,  plus (2) an amount
equal to Executive's then most recently earned Performance Bonus.


                                       11
<PAGE>


      (b) Upon the expiration of this  Agreement,  if the Employer shall fail to
offer to renew this Agreement on substantially  the same terms then in effect or
such other terms as shall be acceptable to Executive,  the Employer shall pay to
the  Executive  (in addition to (i) the amount of any accrued but unpaid  salary
pursuant to Section 3) (a),  (ii) any unpaid  Performance  Bonus  calculated  in
accordance with Section 4 hereof, and (iii) Executive's other accrued and unpaid
benefits pursuant to Section 3) in one lump sum (1) an amount equal to two times
Executive's then applicable Base Salary, plus (2) an amount equal to Executive's
then most recently earned Performance Bonus.

      10.  CONTINUATION  OF  BENEFITS  FOLLOWING   TERMINATION.   In  the  event
Executive's  Employment is terminated pursuant to Sections 6, 9 or 11(a) hereof,
the Employer shall cause to be continued for two (2) years following the date on
which   Executive's   employment  is  terminated,   life  and  health   coverage
substantially  identical to any group coverage in which  Executive  participated
prior to termination,  provided,  however,  that the Employer's obligation under
this Section 10 shall cease prior to expiration of such two (2) year period upon
(i)  Executive's   full-time  employment  by  another  employer,   or  (ii)  the
Executive's death (subject to the provisions of Section 7).

      11. TERMINATION BY EXECUTIVE.

      (a) Executive may at any time for "Good Reason" voluntarily  terminate his
employment  hereunder by giving Notice of Termination in accordance with Section
12 hereof,  in which case Executive shall be entitled to receive in one lump sum
(in  addition  to (i) the amount of any accrued  but unpaid  salary  pursuant to
Section 3(a), (ii) any unpaid  Performance  Bonus  calculated in accordance with
Section 4 hereof,  and (iii)  Executive's  other  accrued  and  unpaid  benefits
pursuant  to  Section  3) (1) in one  lump  sum an  amount  equal  to two  times
Executive's then applicable Base Salary, plus (2) an amount equal to Executive's
then most recently earned Performance Bonus.

      (b) If Executive  terminates his employment  other than for "Good Reason",
he shall be entitled to the amount of any  compensation and benefits accrued and
unpaid  pursuant  to  Section  3 of  this  Agreement  as of  the  date  of  such
termination, but shall be entitled to no further compensation or benefits.

      (c) As used herein, "Good Reason" shall mean:

      (i) any change in control  (A) of a nature  that  would  require  approval
under the Change in Bank Control Act, 12 U.S.C. Section 1817(j) or its successor
provisions  and the  regulations  promulgated  thereunder,  whether  or not such
change in control is approved pursuant to that act and (B) which is not approved
by the Board prior to such change in control;


                                       12
<PAGE>

      (ii) a failure by the Employer to comply with a material provision of this
Agreement  which is not  cured  within  thirty  (30) days  after  notice of such
noncompliance has been given by Executive to the Employer; or

      (iii) a failure of the  stockholders of the Corporation to elect Executive
as a director of the Corporation at a stockholders  meeting held during the term
of this Agreement at which the Executive is up for election as a director of the
Corporation.

      12. NOTICE OF TERMINATION.  Any purported  termination by the Executive or
by the Employer shall be  communicated  by a Notice of  Termination  (as defined
below) to the other party thereto. For purposes of this Agreement,  a "Notice of
Termination"  shall mean a written  notice  which shall  indicate  the  specific
termination  provisions  in this  Agreement  relied  upon and shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Executive's  employment under the provision so indicated.  Unless
otherwise  specified  therein, a Notice of Termination shall be deemed effective
in accordance with Section 22.

      13. NON-COMPETITION; NON-DISCLOSURE.

      (a)  Upon  (i)  voluntary  termination  by  Executive  of  his  employment
hereunder for any reason other than Good Reason, (ii) termination of Executive's
employment by the Employer for Cause,  or (iii)  expiration  of this  Agreement,
Executive agrees not to compete with the Employer or any of its affiliates for a
period of one (1) year following such  termination  within a 60 mile radius from
the Bank's main office located at 900 Broad Street, Newark, New Jersey or within
a five (5) mile radius from the  location of any branch of the Bank  existing as
of the date of such  termination.  Executive  agrees that during such period and
within said radius,  Executive will not work for or advise, consult or otherwise
serve  with,  directly  or  indirectly,  any entity  whose  business  materially
competes  with the  depository,  lending  or other  business  activities  of the
Employer or any affiliate.  The parties  hereto,  recognizing  that  irreparable
injury will result to the  Employer,  its  business and property in the event of
Executive's  breach of this Section,  agree that in the event of any such breach
by Executive,  the Employer will be entitled,  in addition to any other remedies
and damages  available,  to an injunction  to restrain the  violation  hereof by
Executive,  Executive's partners, agents, servants, employers, employees and all
persons acting for or with the Executive.

      (b)  Executive  agrees  not to  disclose,  during or after the term of his
employment,  any knowledge of the past, present,  planned or considered business
activities  of  the  Employer  or  affiliates  thereof  to  any  person,   firm,
corporation,  association or other entity for any reason or purpose  whatsoever.
Notwithstanding the foregoing, Executive may disclose any knowledge of, banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business plans and activities of the Employer.  In
the event of a breach or threatened breach by the Executive of the provisions of
this  Section,  the  Employer  shall be  entitled to an  injunction  restraining
Executive  from  disclosing,  in whole or in part,  the  knowledge  of the past,
present, planned or considered business activities of the Employer or affiliates
thereof,  or from  rendering  any  services  to any person,  firm,  corporation,
association  or other entity to whom such  knowledge,  in whole or in part,  has
been  disclosed  or is  threatened  to be  disclosed.  Nothing  herein  will  be
construed as prohibiting the Employer from pursuing any other remedies available
to the Employer for such breach or threatened breach,  including the recovery of
damages from Executive.


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      14. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. This Agreement
contains the entire understanding  between the parties hereto and supersedes any
prior  employment  agreement  between  or among the Bank,  the  Corporation  and
Executive.

      15. BINDING EFFECT. This Agreement shall be binding upon, and inure to the
benefit of,  Executive,  the Bank, the Corporation and their  respective  heirs,
personal representatives, successors and assigns.

      16. MODIFICATION AND WAIVER.

      (a) This  Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.

      (b) No term or  condition of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

      17. SEVERABILITY.  If, for any reason, any provision of this Agreement, or
any part of any provision, is held invalid, such invalidity shall not affect any
other  provision  of this  Agreement or any part of such  provision  not held so
invalid and each such other  provision and part thereof shall to the full extent
consistent with law continue in full force and effect.

      18.  HEADINGS FOR REFERENCE  ONLY. The headings of Sections and paragraphs
herein are included  solely for  convenience  of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.

      19.  GOVERNING  LAW. This Agreement has been executed and delivered in the
State  of  New  Jersey,  and  its  validity,  interpretation,  performance,  and
enforcement shall be governed by the laws of the State of New Jersey.

      20. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be settled  exclusively by arbitration,  in accordance
with the rules of the American Arbitration Association.  Judgment may be entered
on the arbitrator's award in any court having jurisdiction.  Notwithstanding the
foregoing,  Employer may seek an injunction or other equitable relief in a court
of competent  jurisdiction regarding violations of the Executive's covenants set
forth in Section 13.



                                       14
<PAGE>


      21. REFERENCES TO EMPLOYER; CONSTRUCTION. All references to Employer shall
mean each of the Bank and the Corporation, and both of them collectively, as the
context may  require.  All  compensation,  benefits  and other  amounts  paid to
Executive are from the Bank and the Corporation collectively, and nothing herein
shall be deemed to entitle Executive to duplicate  compensation or benefits. All
references  to the  singular  shall  include the  plural,  and  vice-versa,  and
reference to one gender shall include the other gender, as the context requires.

      22. NOTICES. All notices required or permitted to be given herein shall be
in writing and delivered to the parties at the following addresses:

          If to the Bank and/or the Corporation:

          City National Bank of New Jersey
          900 Broad Street
          Newark, New Jersey 07102
          Attn:  Chairman of the Board of Directors

          If to Executive:

          Louis E. Prezeau
          85-27 Edgerton Boulevard
          Jamaica, New York 11532

or, at such other  address as each party may  designate  in writing to the other
parties. All notices shall be effective, if by mail, two days after mailing, and
in all other instances upon delivery.

      23.  INDEMNIFICATION  AND  COOPERATION.  Employer  agrees to continue  and
maintain a directors'  and officers'  liability  insurance  policy  covering the
Executive to the extent the Employer  provides such coverage for other executive
officers,   including,   without   limitation,   insurance  coverage  after  the
termination of this Agreement.  Employer shall  indemnify  Executive to the same
extent the Employer indemnifies its then current executive officers,  including,
without  limitation,  indemnification  after the  termination of this Agreement.
Following the termination of this Agreement,  to the extent reasonably requested
by  Employer,  Executive  shall  cooperate  with  Employer on matters  involving
Executive's  unique  personal  knowledge,  including  the  defense of any action
brought by any third party  against  Employer.  The  obligation  of Executive to
cooperate as provided for above shall be conditioned  upon (a) reasonable  prior
notice to the Executive by the Company of any request for such cooperation,  (b)
no  interference  as  a  result  of  such  cooperation  with  Executive's  other
activities, (c) no conflict of interest between Executive and Employer exists in
the subject matter of such  cooperation,  (d) Executive is  compensated  for his
time  devoted to such  cooperation  in excess of three (3) hours in any calendar
month,  and (e) Executive is provided  with prompt  expense  reimbursements  and
advances for reasonable  out-of-pocket expenses incurred in connection with such
cooperation.


                                       15

<PAGE>


      IN  WITNESS  WHEREOF,  the  Bank  and the  Corporation  have  caused  this
Agreement to be executed by their duly  authorized  officers,  and the Executive
has duly executed this Agreement.

                                     CITY NATIONAL BANCSHARES CORPORATION,
                                     a New Jersey corporation

                                     By: /s/ Eugene Giscombe
                                         ---------------------------------------
                                         Eugene Giscombe,  Chairman of the Board



                                     CITY NATIONAL BANK OF NEW JERSEY,
                                     a national banking association


                                     By: /s/ Eugene Giscombe
                                         ---------------------------------------
                                         Eugene Giscombe, Chairman of the Board


                                     By: /s/ Louis E. Prezeau
                                         ---------------------------------------
                                         Louis E. Prezeau, Executive



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