CENTER BANCORP, INC.

                    OPEN MARKET SHARE PURCHASE INCENTIVE PLAN

                 ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION

      1.1 Establishment of the Plan. Center Bancorp, Inc. (the "Company"),
pursuant to authorization by its Board of Directors, hereby establishes a plan
to be known as the "Center Bancorp, Inc. Open Market Share Purchase Incentive
Plan" (hereinafter referred to as the "Plan"), as set forth in this document.
The Plan is effective as of January 1, 2006 and shall remain in effect until
terminated by the Board of Directors.

      1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by encouraging Participants to
become shareholders or to increase their share ownership in the Company, thereby
strengthening the link between the personal interests of Participants and those
of shareholders of the Company.

                             ARTICLE 2. DEFINITIONS

      Wherever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:

      "Affiliate" means any Parent and/or Subsidiary.

      "Annual Bonus Award" means a cash bonus awarded to an Employee with
respect to a particular year.

      "Applicable Gross-up Amount" means, with respect to each Participant, such
amount as shall be necessary such that the Participant's net after tax position
shall be identical to that which would have obtained had the amount of his or
her Annual Bonus Award that is equal to the amount expended by the Participant
to purchase the Open Market Shares not been subject to Federal, State and local
income taxes; provided, however, that in no event shall the Applicable Gross-up
Amount apply with respect to an amount expended by the Participant that exceeds
fifty percent (50%) of the Participant's Annual Bonus Award. For this purpose, a
Participant's Federal, State and local marginal income tax rate, combined, shall
be deemed to be forty percent (40%) or less.

      "Board" or "Board of Directors" means the Board of Directors of the
Company.

      "Bonus Payment Date" means the date on which a Participant is paid a bonus
with respect to services performed during the calendar year preceding such date.

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      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Committee" means the Compensation Committee of the Board or such other
committee as may be appointed by the Board to administer this Plan.

      "Common Stock" means the common stock, no par value per share, of the
Company.

      "Company" means Center Bancorp, Inc., a New Jersey corporation.

      "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

      "Employee" means an employee of the Company or any of its Affiliates.

      "Open Market Shares" has the meaning ascribed to such term in Section 6.1
hereof.

      "Parent" means a "parent corporation" of the Company, whether now or
hereafter existing, as defined in Section 424(e) of the Code.

      "Participant" means any Employee of the Company or any of its Affiliates
who is designated by the Committee as eligible to participate in the Plan with
respect to a particular Annual Bonus Award.

      "Shares" means the shares of Common Stock.

      "Subsidiary" means a "subsidiary corporation" of the Company, whether now
or hereafter existing, as defined in Section 424(f) of the Code.

                            ARTICLE 3. ADMINISTRATION

      3.1 The Committee. The Plan shall be administered by a Committee of the
Board.

      3.2 Authority of the Committee. The Committee shall have the power to
determine the Employees who may be Participants, to determine the terms and
conditions applicable to amounts payable under the Plan, to construe and
interpret the Plan and any agreement or instrument entered into under the Plan,
and to establish, amend, or waive rules and regulations for the Plan's
administration. Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan.

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      3.3 Decisions Binding. All interpretations of the Plan, determinations and
decisions made by the Committee pursuant to the provisions of the Plan and all
related orders or resolutions of the Board of Directors shall be final,
conclusive, and binding on all Participants.

                       ARTICLE 4. BENEFITS AND CONDITIONS

      4.1 Benefits. Any Participant who purchases Shares in the open market
("Open Market Shares") within thirty (30) days following the Bonus Payment Date
shall be paid an amount equal to the Applicable Gross-up Amount. Such payment
shall be made in a single lump sum, subject to, and promptly following,
satisfaction by the Participant of the conditions set forth in Section 4.2.
Purchases of Shares from the Company (including purchases pursuant to any
employee benefit or stock option plan of the Company) shall not constitute a
purchase of Shares in the open market.

      4.2 Conditions. No amount shall be payable to a Participant pursuant to
Section 4.1 unless the Participant has proven to the satisfaction of the
Committee that he or she has owned the Open Market Shares for at least thirty
(30) days from the date of the purchase thereof. The Committee shall develop
appropriate procedures for Participants to evidence the purchase of Open Market
Shares and that the conditions set forth in this Section 4.2 have been
satisfied. In addition, no amount shall be payable to a Participant pursuant to
Section 4.1 unless the Participant is in the employ or service of the Company or
an Affiliate on the date of payment; [provided, however, that such amount shall
be paid if the Participant terminates employment with the Company prior to the
date of payment due to death or disability.]

                            ARTICLE 5. MISCELLANEOUS

      5.1 Additional Conditions. The Committee shall have the authority to
condition the payment of any amount hereunder upon such other requirements or
restrictions as the Committee determines to be appropriate, provided that any
such condition is not inconsistent with the terms of the Plan.

      5.2 Trading Policy Restrictions. Open Market Shares acquired by any
Participant shall be subject to the terms and conditions of any insider trading
policy established by the Company or the Committee.

      5.3 No Right to Continued Employment. Nothing contained herein shall
confer upon any Employee any right to continued employment with the Company or
any Affiliate, nor shall it interfere in any way with the right of the Company
or any Affiliate to terminate the employment of any of any Employee at any time.

      5.4 Withholding; Notice of Sale. The Company shall be entitled to withhold
from any amounts payable to an Employee under the Plan, any amounts which the
Company determines, in its discretion, are required to be withheld under any
applicable law.

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      5.5 Governing Law. This Plan shall be governed by the laws of the state of
New Jersey, without regard to conflict of law principles.

      5.6 Amendment, Termination. The Board may at any time amend, alter,
suspend or terminate the Plan, without advance notice to any Employee.

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