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                              EMPLOYMENT AGREEMENT


       THIS AGREEMENT ("Agreement") made as of the 1st day of June, 1999,
between BOARDWALK BANK, a New Jersey commercial banking corporation with its
principal executive office located at 201 Shore Road, Linwood, New Jersey 08221
("Boardwalk"), and MICHAEL D. DEVLIN, an individual residing at 834 Central
Avenue, Hammonton, New Jersey 08037 (the "Executive").

                              W I T N E S S E T H:

       WHEREAS, Boardwalk desires to employ the Executive and the Executive is
willing to accept employment on the terms and conditions as hereinafter set
forth.

       NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:

         1. Employment. Boardwalk hereby employs the Executive, and the
       Executive hereby accepts employment with Boardwalk, on the terms and
       conditions set forth in this Agreement.

         2. Duties of Executive. The Executive will perform and discharge well
       and faithfully such duties as an executive officer of Boardwalk as may be
       assigned to him from time to time by the Board of Directors of Boardwalk
       and as the same are set forth from time to time in Boardwalk's By-Laws.
       The Executive will be employed as Chairman, Chief Executive Officer and
       President of Boardwalk. The Executive will devote his full time,
       attention and energies to the business of Boardwalk and will not, during
       the Employment Period (as defined in Section 3), be employed or involved
       in any other business activity, whether or not such activity is pursued
       for gain, profit or other pecuniary advantage; provided, however, that
       this section will not be construed as preventing the Executive from (a)
       passively investing his personal assets, (b) acting as a member of the
       Board of Directors or Trustees of any corporation not in competition with
       Boardwalk or any company affiliated with Boardwalk, or (c) being involved
       in any community, civic or similar activity.






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         3. Term of Employment. The Executive's employment under this Agreement
       will be for a period (the "Employment Period") commencing upon the date
       of this Agreement and ending at the end of the term of this Agreement
       pursuant to Section 18, unless the Executive's employment is sooner
       terminated in accordance with Section 5 or one of the following
       provisions:

              (a) Termination for Cause. The Executive's employment under this
          Agreement may be terminated at any time during the Employment Period
          for "Cause" (as herein defined), by action of the Board of Directors
          of Boardwalk, upon giving notice of such termination to the Executive
          at least 15 days prior to the date upon which such termination is to
          take effect. As used in this Agreement, "Cause" means any of the
          following events:

                  (i)    the Executive is convicted of or enters a plea of
                guilty or nolo contendere to a felony, a crime of falsehood, or
                a crime involving fraud or moral turpitude, or the actual
                incarceration of the Executive for a period of 45 consecutive
                days;

                  (ii)   the Executive willfully and repeatedly fails to follow
                the lawful instructions of the Board of Directors of Boardwalk
                after the Executive's receipt of written notice of such
                instructions, other than a failure resulting from the
                Executive's incapacity because of physical or mental illness;

                  (iii)  a government regulatory agency issues a order in
                writing that the Boardwalk terminate the employment of the
                Executive; or

                  (iv)   the Executive violates the noncompetition provisions of
                Section 7 or the confidentiality provisions of Section 8.

          Notwithstanding the foregoing, the order of a government regulatory
          agency referred to in Section 3 (a) (iii) will not constitute "Cause"
          giving Boardwalk the right to terminate this Agreement unless and
          until the Executive or Boardwalk, as the case my be, has exhausted any
          right of appeal available to him or it.






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          In addition, the Executive's employment under this Agreement will not
          be deemed to have been terminated for "Cause" under Sections 3 (a) (i)
          or (ii) if such termination took place solely as a result of:

                  (i)    questionable judgment on the part of the Executive;

                  (ii)   any act or omission believed by the Executive, in good
                faith, to have been in, or not opposed to, the best interests of
                Boardwalk; or

                  (iii)  any act or omission in respect of which a determination
                could properly be made that the Executive met the applicable
                standard of conduct prescribed for indemnification or
                reimbursement or payment of expenses under the Charter or
                By-Laws of Boardwalk or the directors' and officers' liability
                insurance of Boardwalk, in each case as in effect at the time of
                such act or omission.

          If the Executive's employment is terminated under the provisions of
          this subsection, then all rights of the Executive under Section 4 will
          cease as of the effective date of such termination.

              (b) Termination Without Cause. The Executive's employment under
          this Agreement may be terminated at any time during the Employment
          Period without "Cause" (as defined in Section 3 (a)), by action of the
          Board of Directors of Boardwalk, upon giving notice of such
          termination to the Executive at least 30 days prior to the date upon
          which such termination is to take effect. If the Executive's
          employment is terminated under the provisions of this subsection, then
          the Executive will be entitled to receive the compensation set forth
          in Section 6.






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              (c) Voluntary Termination, Retirement or Death. If the Executive
          voluntarily terminates employment without Good Reason (as defined in
          Section 5), retires or dies, the Executive's employment under this
          Agreement will be deemed terminated as of the date of the Executive's
          voluntary termination, retirement or death, and all rights of the
          Executive under Section 4 will cease as of the date of such
          termination. Thereafter, any benefits payable to the Executive will be
          determined in accordance with the retirement and insurance programs of
          Boardwalk then in effect and in which he is a participant.

              (d) Disability. If the Executive is incapacitated by accident,
          sickness, or otherwise so as to render the Executive mentally or
          physically incapable of performing the essential duties required of
          the Executive under Section 2, notwithstanding reasonable
          accommodation, for a continuous period of six months, then, upon the
          expiration of such period or at any time thereafter (if such condition
          continues), by action of the Board of Directors of Boardwalk, the
          Executive's employment under this agreement may be terminated
          immediately upon giving the Executive notice to that effect. If the
          Executive's employment is terminated under the provisions of this
          subsection, then all rights of the Executive under Section 4 will
          cease as of the last business day of the week in which such
          termination occurs, and the Executive will thereafter be entitled to
          the benefits to which he is entitled under any disability plan of
          Boardwalk in which he is then a participant.

         4. Employment Period Compensation and Related Matters.

              (a) Salary. For services performed by the Executive under this
          Agreement, Boardwalk will pay the Executive a salary, during the
          Employment Period, at the annualized rate of $100,000, payable at the
          same times as salaries are payable to other executive employees of
          Boardwalk. Boardwalk may, from time to time, increase (but not
          decrease) the Executive's salary, and any and all such increases will
          be deemed to constitute amendments to this subsection to reflect the
          increased amounts, effective as of the dates established for such
          increases by the Board of Directors of Boardwalk in the resolutions
          authorizing such increases.
















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              (b) Bonus. For services performed by the Executive under this
          Agreement, in the event Boardwalk establishes an annual incentive plan
          for its executive officers, the Executive will be entitled to receive
          a bonus under such plan. The payment of any sum derived from the plan
          will be subject to the discretion of the Board. The payment of any
          such bonuses will not reduce or otherwise affect any other obligation
          of Boardwalk to the Executive provided for in this Agreement.

              (c) Pension and Welfare Benefits. Boardwalk will provide the
          Executive, during the Employment Period, with pension and welfare
          benefits (within the meaning of Section 3 of the Employee Retirement
          Income Security Act of 1974, as amended ("ERISA")) in the aggregate
          not less favorable than those received by other employees of
          Boardwalk; provided, however, that nothing in this subsection shall be
          construed as requiring Boardwalk to implement any particular benefit
          plan.

              (d) Fringe Benefits.

                  (i)    In General. Except as otherwise provided in this
                subscription, Boardwalk will provide the Executive, during the
                Employment Period, with such fringe benefits as may be provided
                generally from time to time for its executive officers.

                  (ii)   Vacation. The Executive will be entitled to not less
                than four weeks of vacation per calendar year. The right to
                carry over unused vacation days will be subject to the executive
                personnel policies of Boardwalk from time to time in effect.

                  (iii)  Automobile. Boardwalk will provide the Executive with
                the use of a purchased or leased automobile. The make and model
                of such automobile will be reasonably consistent with the
                Executive's position with Boardwalk. Expenses of the use of such
                automobile will be borne as provided from time to time in
                policies approved by Boardwalk's Board of Directors.








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                  (iv)   Stock Options, Etc. The Executive will be entitled to
                such stock option grants, stock grants, stock appreciation right
                awards and similar benefits as may be granted or awarded from
                time to time by the Board of Directors of Boardwalk and/or the
                Compensation Committee of such Board and as are consistent with
                the Executive's responsibilities and performance; provided,
                however, that nothing in this paragraph shall be construed as
                requiring Boardwalk to adopt any plan providing such benefits.

              (e) Expense Reimbursement. The Executive will be entitled to
          reimbursement of all expenses incurred by him in the discharge of his
          duties hereunder, or otherwise in furtherance of the business of
          Boardwalk, provided he renders an accounting of such expenses in such
          manner as may be required from time to time for employees generally.

              (f) Salary Deferral. The Executive may request that the payment of
          any portion of his base salary and/or bonus for any calendar year be
          deferred. Such request must be made in writing to Boardwalk before the
          beginning of such calendar year and must include the period of
          deferral requested by the Executive (the "Deferral Period"). If the
          Board of Directors of Boardwalk approves such request, the Executive
          will be entitled to receive, at the end of the Deferral Period, the
          deferred portion of his base salary and/or bonus plus interest at a
          compounded rate of 6% per annum. Any salary and/or bonus which is
          deferred as described herein will be credited to an account on the
          books of Boardwalk established in the name of the Executive. However,
          this account will not be funded, and Boardwalk will not be deemed to
          be a trustee for the Executive with respect to any deferred amount.
          The liability of Boardwalk to the Executive hereunder will be that of
          a debtor pursuant to such contractual obligations as are created by
          this Agreement. No liability of Boardwalk which arises under this
          subsection will be deemed to be secured by any pledge or other
          encumbrance on any property of Boardwalk. Boardwalk will not be
          required to segregate any funds representing such deferred amounts,
          and nothing herein will be construed as providing for such
          segregation.





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         5. Resignation of the Executive for Good Reason.

              (a) Events Giving Right to Terminate for Good Reason. The
          Executive may resign for Good Reason (as herein defined) at any time
          during the Employment Period, as hereinafter set forth. As used in
          this Agreement, the term "Good Reason" means any of the following:

                  (i)    any reduction in title or a material adverse change in
                the Executive's responsibilities or authority which are
                inconsistent with, the Executive's status as Chief Executive
                Officer and President of Boardwalk;

                  (ii)   any reassignment of the Executive to a principal office
                which is more than 50 miles from Linwood, New Jersey;

                  (iii)  any removal of the Executive from office except for any
                termination of the Executive's employment under the provisions
                of Section 3 (a) or (d);

                  (iv)   any reduction in the Executive's annual base salary as
                in effect on the date hereof or as the same may be increased
                from time to time;

                  (v)    any failure by Boardwalk to provide the Executive with
                the pension, welfare and other benefits required hereunder;

                  (vi)   any failure of Executive to be re-elected as a director
                of Boardwalk or any failure of Executive to be re-appointed as
                the Chairman of Boardwalk's Board of Directors; and

                  (vii)  any other material breach of this Agreement by
                Boardwalk, coupled with the failure to cure the same within 30
                days after receipt of a written notice of such breach from the
                Executive.






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              (b) Notice of Termination. At the option of the Executive,
          exercisable by the Executive within 90 days after the occurrence of
          the event constituting Good Reason, the Executive may resign from
          employment under this Agreement by a notice in writing (the "Notice of
          Termination") delivered to Boardwalk, and the provisions of Section 6
          will thereupon apply.

              (c) Special Right of Termination. Notwithstanding anything herein
          to the contrary, but subject to the provisions of Section 3 (a),
          within the six-month period following the occurrence of Change in
          Control (as defined below), the Executive may terminate his employment
          for any or no reason by delivering a written notice, similar to a
          Notice of Termination, to Boardwalk; and such termination will be
          deemed for all purposes to constitute a resignation for Good Reason.
          In such event, he will be entitled to the payments and benefits
          described in Section 6.

              (d) Change in Control Defined. For purposes of this Agreement, the
          term "Change in Control" means any of the following:

                  (i)    any "person" (as such term is used in Sections 13 (d)
                and 14 (d) (2) of the Securities and Exchange Act of 1934 (the
                "Exchange Act")), other than Boardwalk, a subsidiary of
                Boardwalk, an employee benefit plan of Boardwalk or a subsidiary
                of Boardwalk (including a related trust), becomes the beneficial
                owner (as determined pursuant to Rule 13d-3 under the Exchange
                Act), directly or indirectly of securities of Boardwalk
                representing more than 20% of the combined voting power of
                Boardwalk's then outstanding securities;

                  (ii)   the occurrence of, or execution of an agreement
                providing for, a sale of all or substantially all of the assets
                of Boardwalk to an entity which is not a direct or indirect
                subsidiary of Boardwalk;







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                  (iii)  the occurrence of, or execution of an agreement
                providing for, a reorganization, merger, consolidation or
                similar transaction involving Boardwalk, unless (A) the
                shareholders of Boardwalk immediately prior to the consummation
                of any such transaction will initially own securities
                representing a majority of the voting power of the surviving or
                resulting corporation, and (B) the directors of Boardwalk
                immediately prior to the consummation of such transaction will
                initially represent a majority of the directors of the surviving
                or resulting corporation; and

                  (iv)   any other event which is at any time irrevocably
                designated as a "Change in Control" for purposes of this
                Agreement by resolution adopted by a majority of the then non
                employee directors of Boardwalk.

         6. Rights in Event of Certain Termination of Employment. In the event
       that the Executive resigns from employment for Good Reason, by delivery
       of a Notice of Termination or other permitted notice to Boardwalk, or the
       Executive's employment is terminated by Boardwalk without Cause,
       Executive will be entitled to receive the amounts and benefits set forth
       in this section.

              (a) Basic Payments. The Executive will be paid an amount equal to
          three times the sum of (i) the highest annualized base salary paid to
          him during the year of termination or the immediately preceding two
          calendar years, and (ii) the highest bonus paid to him with respect to
          one of the three calendar years immediately preceding the year of
          termination. Such amount will be paid to the Executive in one lump sum
          within 30 days following the date of termination of employment.

              (b) Supplemental Payment in Lieu of Certain Benefits. In lieu of
          continued pension, welfare and other benefits, a lump sum cash payment
          equal to 90% of the Executive's base salary immediately prior to the
          date of termination will be paid to the Executive within 30 days
          following such date.





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              (c) Excise Tax Matters in General. In the event that the amounts
          and benefits payable under this section, when added to other amounts
          and benefits which may become payable to the Executive by Boardwalk,
          are such that he becomes subject to the excise tax provisions of Code
          Section 4999, Boardwalk will pay him such additional amount or amounts
          as will result in his retention (after the payment of all federal,
          state and local excise, employment, and income taxes on such payments
          and the value of such benefits) of a net amount equal to the net
          amount he would have retained had the initially calculated payments
          and benefits been subject only to income and employment taxation. For
          purposes of the preceding sentence, the Executive will be deemed to be
          subject to the highest marginal federal, state and local tax rates.
          All calculations required to be made under this subsection will be
          made by Boardwalk's independent certified public accountants, subject
          to the right of Executive's representative to review the same. All
          such amounts required to be paid will be paid at the time any
          withholding may be required under applicable law, and any additional
          amounts to which the Executive may be entitled will be paid or
          reimbursed no later than 15 days following confirmation of such amount
          by Boardwalk's accountants. In the event any amounts paid hereunder
          are subsequently determined to be in error because estimates were
          required or otherwise, the parties agree to reimburse each other to
          correct such error, as appropriate, and to pay interest thereon at the
          applicable federal rate (as determined under Code Section 1274 for the
          period of time such erroneous amount remained outstanding and
          unreimbursed). The parties recognize that the actual implementation of
          the provisions of this subsection are complex and agree to deal with
          each other in good faith to resolve any questions or disagreements
          arising hereunder.

         7. Covenant Not to Compete. The Executive hereby acknowledges and
       recognizes the highly competitive nature of the business of Boardwalk and
       accordingly agrees that, during the Employment Period, he will not:












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                (a) except with respect to his serving as a director of
           Marquette National Bank, be engaged, directly or indirectly, either
           for his own account or as agent, consultant, employee, partner,
           officer, director, proprietor, investor (except as a investor owning
           less than 5% of the stock of a publicly owned company) or otherwise
           of, any person, firm, corporation, or enterprise engaged, in (A) the
           banking, thrift or credit union industry, or (B) any other activity
           in which Boardwalk or any of its subsidiaries is engaged during the
           Employment Period; and

                (b) Provide financial or other assistance to any person, firm,
           corporation, or enterprise engaged in (A) the banking or financial
           services industry, or (B) any other activity in which Boardwalk or
           any of its subsidiaries is engaged during the Employment Period.

         8. Confidentiality.

                (a) As used in this section, the term "Confidential Information"
           means any and all information regarding the organization, business or
           finances of Boardwalk or any of its subsidiaries and affiliates,
           including, but not limited to, and all business plans and strategies,
           financial information, proposals, reports, marketing plans and
           information, cost information, customer information, claims history
           and experience data, sales volume and other sales statistics,
           personnel data, pricing information, concepts and ideas, information
           respecting existing and proposed investments and acquisitions, and
           information regarding customers and suppliers, but the term
           "Confidential Information" will not include information created by
           the Executive or which prior to the Executive's receipt thereof

                   (i)   was generally publicly available, or (ii) was in the
                Executive's possession free of any restrictions on its use or
                disclosure and from a source other than Boardwalk or any of its
                subsidiaries or affiliates.
















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                (b) The Executive acknowledges and agrees that his employment by
           Boardwalk will afford him an opportunity to acquire Confidential
           Information and that the misappropriation or disclosure of any
           Confidential Information would cause irreparable harm to Boardwalk
           and its subsidiaries and affiliates.

                (c) During the Employment Period and for a period of one year
           thereafter, the Executive will not use for the benefit of anyone
           other than Boardwalk and its subsidiaries and affiliates or disclose
           any of the Confidential Information for any reason or purpose
           whatsoever except to authorized representatives of such business
           entities or as directed or authorized by Boardwalk.

                (d) With respect to those items of Confidential Information
           which constitute trade secrets under applicable law, the Executive's
           obligations of confidentiality and nondisclosure as set forth in this
           section will continue and survive after the one-year period as
           provided in Subsection (c) to the greatest extent permitted by
           applicable law.

                (e) The Executive will not remove any records, documents or any
           other tangible items (excluding the Executive's personal property)
           from the premises of Boardwalk or its subsidiaries or affiliates, in
           either original or duplicate form, except as needed in the ordinary
           course of performing services hereunder.

                (f) Upon termination of this Agreement, the Executive will
           immediately surrender to the owner thereof all documents (other than
           documents created by him) in his possession, custody or control
           embodying the Confidential Information or any part thereof and will
           not thereafter remove the same from the premises on which it is
           located.

         9. Remedies. Executive acknowledges and agrees that the remedy at law
            of Boardwalk for a breach or threatened breach of any of the
            provisions of Section 7 or 8 would be inadequate and, in recognition
            of this fact, in the event of a breach or threatened breach by the
            Executive of any of the provisions of Section 7 or 8, it is agreed
            that, in addition to the remedy at law, Boardwalk will be entitled
            to, without posting any bond, and the Executive agrees not to oppose
            any request of Boardwalk for, equitable relief in the form of
            specific performance, a temporary restraining order, a temporary or
            permanent injunction, or any other equitable remedy which may then
            be available. Nothing herein contained will be construed as
            prohibiting Boardwalk from pursuing any other remedies available to
            it for such breach or threatened breach.





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         10. Arbitration.  Boardwalk and the Executive recognize that in the
             event a dispute should arise between them concerning the
             interpretation or implementation of this Agreement, lengthy and
             expensive litigation will not afford a practical resolution of the
             issues within a reasonable period of time. Consequently, each party
             agrees that all disputes, disagreements and questions of
             interpretation concerning this Agreement are to be submitted for
             resolution to the American Arbitration Association ("Association")
             in accordance with the Individual Employment Dispute Resolution
             rules of the Association. Boardwalk or the Executive may initiate
             an arbitration proceeding at any time by giving notice to the other
             in accordance with the rules of the Association. The Association
             will designate a single arbitrator to conduct the proceeding, but
             Boardwalk and the Executive may, as a matter of right, require the
             substitution of a different arbitrator chosen by the Association.
             Each such right of substitution may be exercised only once. The
             arbitrator will not be bound by the rules of evidence and procedure
             of the courts of the State of New Jersey but will be bound by the
             substantive law applicable to this Agreement. The decision of the
             arbitrator, absent fraud, duress, incompetence or gross and obvious
             error of fact, will be final and binding upon the parties and will
             be enforceable in courts of proper jurisdiction.

         11. Legal Expenses. Boardwalk will pay to the Executive all reasonable
             legal fees and expenses when incurred by the Executive in seeking
             to obtain or enforce any right or benefit provided by this
             Agreement, provided he incurs such fees and expenses in good faith.





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         12. Indemnification. Boardwalk will indemnify the Executive, to the
             fullest extent permitted under applicable law, with respect to any
             threatened, pending or completed legal or regulatory action, suit
             or proceeding brought against him by a third party by reason of the
             fact that he is or was a director, officer, employee or agent of
             Boardwalk, or is or was serving at the request of Boardwalk as a
             director, officer, employee or agent of another person or entity.
             To the fullest extent permitted by applicable law, Boardwalk will,
             in advance of final disposition, pay any and all expenses incurred
             by the Executive in connection with any threatened, pending or
             completed legal or regulatory action, suit or proceeding with
             respect to which he may be entitled to indemnification hereunder.
             Boardwalk will use its best efforts to obtain insurance coverage
             for the Executive under a policy covering directors and officers
             thereof against litigation, arbitrations and other legal and
             regulatory proceedings; provided, however, that nothing herein is
             to be construed as requiring such action if the Board of Directors
             of Boardwalk determines that such insurance coverage cannot be
             obtained at commercially reasonable rates.

         13. Notices. All notices, requests, demands and other communications
             hereunder shall be in writing and shall be deemed to have been
             given if delivered by hand or mailed, certified or registered mail,
             return receipt requested, with postage prepaid, to the address of
             the party first set forth above, or to such other address as either
             party may specify by like notice.

         14. Waiver. No provision of this Agreement may be modified, waived, or
             discharged unless such waiver, modification, or discharge is agreed
             to in writing and signed by the Executive and a duly authorized
             executive officer of Boardwalk. No waiver by any party hereto at
             any time of any breach by the other party hereto of, or compliance
             with, any condition or provision of this Agreement to be performed
             by such other party will be deemed a waiver of similar or
             dissimilar provisions or conditions at the same or at any prior or
             subsequent time.











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         15. Assignment. This Agreement is not assignable by any party hereto,
             except by Boardwalk to any successor in interest to its business.

         16. Entire Agreement. This Agreement contains the entire agreement of
             the parties relating to the subject matter of this Agreement and
             supersedes any prior understanding or agreement of the parties.

         17. Successors; Binding Agreement.

                (a) Boardwalk will require any successor (whether direct or
           indirect, by purchase, merger, consolidation, or otherwise) to all or
           substantially all of the business and/or assets of Boardwalk to
           expressly assume and agree to perform this Agreement in the same
           manner and to the same extent that Boardwalk would be required to
           perform it if no such succession had taken place. Failure by
           Boardwalk to obtain such assumption and agreement prior to the
           effectiveness of any such succession will constitute a material
           breach of this Agreement. As used in this Agreement, "Boardwalk"
           means Boardwalk, as hereinbefore defined, and any successor to the
           business and/or assets of Boardwalk, as aforesaid, which assumes and
           agrees to perform this Agreement by operation of law, or otherwise.

                (b) This Agreement will inure to the benefit of and be
           enforceable by the Executive's personal or legal representatives,
           executors, administrators, heirs, distributees, devisees, and
           legatees. If the Executive should die while any amount is payable to
           the Executive under this Agreement if the Executive had continued to
           live, all such amounts, unless otherwise provided herein, will be
           paid in accordance with the terms of this Agreement to the
           Executive's devisee, legatee, or other designee, or, if there is no
           such person, to the Executive's estate.














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         18. Termination.

                (a) Unless the Executive's employment is terminated pursuant to
           the provisions of Section 3 or Section 5, the term of this Agreement
           will be for a period commencing on the date of this Agreement and
           ending on December 31, 2001; provided, however, that this Agreement
           will be automatically renewed on January 1, 2000 for the three-year
           period commencing on such date and ending on December 31, 2002,
           unless either party gives written notice of nonrenewal to the other
           party on or before November 1, 1999 (in which case this Agreement
           will continue in effect through December 31, 2001); and provided
           further, that if this Agreement is renewed on January 1, 2000, it
           will be automatically renewed on January 1 of each subsequent year
           (the "Annual Renewal Date") for a period ending three years from each
           Annual Renewal Date unless either party gives written notice of
           nonrenewal to the other party at least 60 days prior to an Annual
           Renewal Date (in which case this Agreement will continue in effect
           for a term ending two years from the Annual Renewal Date immediately
           following such notice).

                (b) Any termination of the Executive's employment under this
           Agreement or of this Agreement will not be construed to affect the
           provisions of Sections 6 and 11, which will, if relevant, survive any
           such termination and remain in full force and effect in accordance
           with their respective terms.

                (c) Nothing herein will be construed as limiting, restricting or
           eliminating any rights the Executive may otherwise have under any
           plan, contract or arrangement to which he is a party or in which he
           is a vested participant; provided, however, that any termination
           payments required hereunder will be in lieu of any severance benefits
           to which he may be entitled under a severance plan or arrangement of
           Boardwalk; and provided further, that if the benefits under any such
           plan or arrangement may not legally be eliminated, then the payments
           hereunder will be correspondingly reduced in such equitable manner as
           the Board of Directors of Boardwalk may determine.










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         19. No Mitigation or Offset. The Executive will not be required to
             mitigate the amount of any payment provided for in this Agreement
             by seeking employment or otherwise; nor will any amounts or
             benefits payable or provided hereunder be reduced in the event he
             does secure employment, except as otherwise provided herein.

         20. Validity. The invalidity or unenforceability of any provisions of
             this Agreement will not affect the validity or enforceability of
             any other provision of this Agreement, which will remain in full
             force and effect.

         21. Applicable Law. Except to the extent preempted by federal law, this
             Agreement will be governed by and construed in accordance with the
             domestic internal law of the State of New Jersey.

         22. Number. Words used herein in the singular will be construed as
             being used in the plural, as the context requires, and vice versa.

         23. Headings. The headings of the sections and subsections of this
             Agreement are for convenience only and will not control or affect
             the meaning or construction or limit the scope or intent of any of
             the provisions of this Agreement.

         24. Withholding For Taxes. All amounts and benefits paid or provided
             hereunder will be subject to withholding for taxes as required by
             law.

         25. Individual Agreement. This Agreement is an agreement solely between
             and among the parties hereto. It is intended to constitute a
             nonqualified unfunded arrangement for the benefit of a key
             management employee and will be construed and interpreted in a
             manner consistent with such intention.








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<PAGE>




         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                BOARDWALK BANK

                                                By______________________________

      (SEAL)
                                                Attest:_________________________
                                                       Corporate Secretary

                                                ("Boardwalk")



Witness:

____________________________                    __________________________(SEAL)
                                                Michael D. Devlin
                                                ("Executive")

















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