EXHIBIT 10.12

West Essex Bank Supplemental Executive Retirement Plan, as amended and restated
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                                 WEST ESSEX BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                 (Amended and Restated as of February 8, 2002)

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                                 West Essex Bank
                     Supplemental Executive Retirement Plan

                                Table of Contents

Article I    -  Introduction...................................................1

Article II   -  Definitions....................................................2

Article III  -  Participation..................................................4

Article IV   -  Benefits.......................................................5

Article V    -  Accounts.......................................................7

Article VI   -  Supplemental Benefit Payments..................................8

Article VII  -  Claims Procedures..............................................9

Article VIII -  Amendment and Termination.....................................11

Article IX   -  General Provisions............................................12

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                                    Article I
                                  Introduction

Section 1.01 Purpose, Design and Intent.

(a) The purpose of the West Essex Bank Supplemental Executive Retirement Plan
(the "Plan") is to assist West Essex Bank (the "Bank") and its Affiliates (as
defined in Section 2.01(a) of the Plan), in retaining the services of key
employees until their retirement, to induce such employees to use their best
efforts to enhance the business of the Bank and its Affiliates, and to provide
certain supplemental retirement benefits to such employees.

(b) The Plan, in relevant part, is intended to constitute an unfunded "excess
benefit plan" as defined in Section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended. The Plan is designed, in large part, to
provide certain key employees with retirement benefits that would have been
payable under the various tax-qualified retirement plans sponsored by the Bank
and/or its Affiliates but for the limitations placed on the benefits and
contributions under such plans by the provisions of the Internal Revenue Code of
1986, as amended.

(c) This Plan constitutes an amendment, restatement, and consolidation of two
existing plan documents known as the West Essex Bank Supplemental Executive
Retirement Plan and the West Essex Bank Management Supplemental Executive
Retirement Plan. The effective date of this Plan, as amended and restated, is
February 8, 2002.

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                                   Article II
                                   Definitions

Section 2.01 Definitions. In this Plan, whenever the context so indicates, the
singular or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms "he," "his," and "him," shall refer to a
Participant or Beneficiary, as the case may be, and, except as otherwise
provided, or unless the context otherwise requires, the capitalized terms shall
have the following meanings:

(a) "Affiliate" means any corporation, trade or business, which, at the time of
reference, is together with the Bank, a member of a controlled group of
corporations, a group of trades or businesses (whether or not incorporated)
under common control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other organization
treated as a single employer with the Bank under Section 414(o) of the Code;
provided, however, that, where the context so requires, the term "Affiliate"
shall be construed to give full effect to the provisions of Sections 409(l)(4)
and 415(h) of the Code.

(b) "Applicable Limitations" means any of the following:

      (i) the maximum limitations on annual additions to a tax-qualified defined
contribution plan under Section 415(c) of the Code and

      (ii) the maximum limitation on the annual amount of compensation that may,
under Section 401(a)(17) of the Code, be taken into account in determining
contributions to and benefits under tax-qualified plans;

(c) "Bank" means West Essex Bank, and its successors.

(d) "Board of Directors" means the Board of Directors of the Bank.

(e) "Code" means the Internal Revenue Code of 1986, as amended.

(f) "Committee" means the person(s) designated by the Board of Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.

(g) "Common Stock" means the common stock of the Bank.

(h) "Company" means West Essex Bancorp, Inc., and its successors.

(i) "Eligible Individual" means any Employee of the Bank or an Affiliate who
participates in the ESOP and whom the Board of Directors determines is one of a
"select group of management or highly compensated employees," as such phrase is
used for purposes of Sections 101, 201 and 301 of ERISA.


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(j) "Employee" means any person employed by the Bank or an Affiliate.

(k) "Employer" means the Bank or its Affiliate that employs the Employee.

(l) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

(m) "ESOP" means the West Essex Bank Employee Stock Ownership Plan, as amended
from time to time.

(n) "ESOP Acquisition Loan" means a loan or other extension of credit incurred
by the trustee of the ESOP in connection with the purchase of Common Stock on
behalf of the ESOP.

(o) "ESOP Restoration Benefit" means the benefit credited to a Participant's
ESOP Restoration Benefit Account pursuant to Section 4.02 of the Plan.

(p) "ESOP Restoration Benefit Account" means the account established by an
Employer, pursuant to Section 5.02 of the Plan, with respect to a Participant's
ESOP Restoration Benefit.

(q) "ESOP Valuation Date" means any day as of which the investment experience of
the trust fund of the ESOP is determined and individuals' accounts under the
ESOP are adjusted accordingly.

(r) "Effective Date" means January 1, 2002.

(s) "Participant" means an Eligible Individual who is entitled to benefits under
the Plan.

(t) "Plan" means this West Essex Bank Supplemental Executive Retirement Plan.

(u) "Retirement" means, except as provided for in Sections 4.02(c) and 4.03(c)
of the Plan, termination of employment at any time following the satisfaction
the requirements for early or normal retirement under either the ESOP.

(v) "Supplemental ESOP Account" means an account established by an Employer,
pursuant to Section 5.01 of the Plan, with respect to a Participant's
Supplemental ESOP Benefit.

(w) "Supplemental ESOP Benefit" means the benefit credited to a Participant's
Supplemental ESOP Account pursuant to Section 4.01 of the Plan.


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                                   Article III
                                  Participation

Section 3.01 Participation.

(a) An Eligible Individual shall become a Participant in the Plan upon
designation as such by the Board of Directors. An Eligible Individual whom the
Board of Directors designates as a Participant in the Plan shall commence
participation as of the date established by the Board of Directors. The Board of
Directors shall establish an Eligible Individual's date of participation at the
same time it designates the Eligible Individual as a Participant in the Plan.

(b) The Board of Directors may designate an Eligible Individual as a Participant
with respect to any or all supplemental benefits provided for under Article IV
of the Plan.


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                                   Article IV
                                    Benefits

Section 4.01 Supplemental ESOP Benefit.

As of the last day of each plan year of the ESOP, the Employer shall credit a
Participant's Supplemental ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:

(a) equals the annual contributions made by the Employer and/or the number of
shares of Common Stock released for allocation in connection with the repayment
of an ESOP Acquisition Loan, together with any forfeitures, earnings or
dividends, that would otherwise be allocated to the accounts of the Participant
under the ESOP for the applicable plan year if the provisions of the ESOP were
administered without regard to any of the Applicable Limitations; and

(b) equals the annual contributions made by the Employer and/or the number of
shares of common stock released for allocation in connection with the repayment
of an ESOP Acquisition Loan, together with any forfeitures, earnings or
dividends, that are actually allocated to the accounts of the Participant under
the ESOP for that particular plan year after giving effect to any reduction of
such benefits required by, or as the result of, the limitations imposed by any
of the Applicable Limitations.

Section 4.02 ESOP Restoration Benefit.

(a) Upon a Participant's Retirement from the Employer, the Employer shall credit
to the Participant's ESOP Restoration Account, an ESOP Restoration Benefit equal
to (i) less (ii), the result of which is multiplied by (iii), where:

      (i)   equals the total number of shares of Common Stock acquired with the
            proceeds of all ESOP Acquisition Loans (together with any dividends,
            cash proceeds or other medium related to such ESOP Acquisition
            Loans) that would have been allocated or credited for the benefit of
            the Participant under the ESOP and/or Section 4.01 of this Plan, as
            the case may be, had the Participant continued in the employ of the
            Employer through the first ESOP Valuation Date following the last
            scheduled payment of principal and interest on all ESOP Acquisition
            Loans outstanding at the time of the Participant's Retirement; and

      (ii)  equals the total number of shares of Common Stock acquired with the
            proceeds of all ESOP Acquisition Loans (together with any dividends,
            cash proceeds, or other medium related to such ESOP Acquisition
            Loans) and allocated for the benefit of the Participant under the
            ESOP and/or Section 4.01 of this Plan, as the case may be, as of the
            first ESOP Valuation Date following the Participant's Retirement;
            and

      (iii) equals the higher of the closing price of the Common Stock as of:


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            (A)   The first ESOP Valuation Date following the Participant's
                  Retirement, or

            (B)   The last day of the Participant's employment with the
                  Employer.

(b) For purposes of clause (i) of subsection (a) of this Section 4.02, the total
number of shares of Common Stock that would have been allocated or credited for
the benefit of the Participant shall be determined by multiplying the sum of (i)
and (ii) by (iii), where:

      (i)   equals the average of the total shares of Common Stock acquired with
            the proceeds of an ESOP Acquisition Loan and allocated for the
            benefit of the Participant under the ESOP as of three most recent
            ESOP Valuation Dates preceding the Participant's Retirement (or
            lesser number if the Participant has not participated in the ESOP
            for three full years);

      (ii)  equals the average number of shares of Common Stock credited to the
            Participant's Supplemental ESOP Account for the three most recent
            plan years of the ESOP (such that the three recent plan years
            coincide with the three most recent ESOP Valuation Dates referred to
            in (b)(i) above); and

      (iii) equals the total number of originally scheduled payments on the ESOP
            Acquisition Loans as of the Participant's Retirement.

(c) In the event of a Change in Control:

      (i)   a Participant's Retirement shall be deemed to have occurred as of
            the effective date of the Change in Control, as determined by the
            Board of Directors, regardless of whether the Participant continues
            in the employ of the Employer following the Change in Control;
            provided, however, that if the Participant continues to benefit
            under the ESOP following the effective date of the Change in
            Control, his benefit determined under this Plan as of the effective
            date of the Change in Control shall be reduced by benefits allocated
            or credited to following (which relate to an Acquisition Loan) in a
            manner consistent with the provisions of Sections 4.02(a)(i) and
            (ii) of the Plan; and

      (ii)  the determination of fair market value of the Common Stock shall be
            made as the effective date of the Change in Control.


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                                    Article V
                                    Accounts

Section 5.01 Supplemental ESOP Benefit Account.

For each Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account. Each year, the Committee shall credit to the
Participant's Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year. The Employer shall credit the account
with an amount equal to the appropriate number of shares of Common Stock or
other medium of contribution that would have otherwise been made to the
Participant's accounts under the ESOP but for the Applicable Limitations. Shares
of Common Stock shall be valued under this Plan in the same manner as under the
ESOP. Cash and other (non-stock) contributions credited to a Participant's
Supplemental ESOP Account shall be credited annually with interest at a rate
equal to the investment rate of return provided to the Participant's non-stock
accounts under the ESOP.

Section 5.02 Employee Stock Ownership Plan Restoration Account.

The Employer shall establish, as a memorandum account on its books, an ESOP
Restoration Benefit Account. Upon a Participant's Retirement or in the event of
a Change in Control, the Committee shall credit to the Participant's ESOP
Restoration Benefit Account the amount of benefits determined under Section 4.02
of the Plan. The Committee shall credit the account with an amount equal to the
appropriate number of shares of Common Stock or other medium of contribution
that would have otherwise been made to the Participant's accounts under the ESOP
but for the Participant's Retirement or the occurrence of the Change in Control.
Shares of Common Stock shall be valued under this Plan in the same manner as
under the ESOP. Cash and other (non-stock) contributions credited to a
Participant's ESOP Restoration Benefit Account shall be credited annually with
interest at a rate equal to the investment rate of return provided to the
Participant's non-stock accounts under the ESOP.


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                                   Article VI
                          Supplemental Benefit Payments

Section 6.01 Payment of Supplemental ESOP Benefit.

(a)   A Participant's Supplemental ESOP Benefit shall be paid to the Participant
      or, in the event of the Participant's death, to his beneficiary, in the
      same form, time and medium (i.e., cash and/or shares of Common Stock) as
      his benefits are paid under the ESOP.

(b)   A Participant shall have a non-forfeitable right to the Supplemental ESOP
      Benefit credited to him under this Plan in the same percentage as he has
      to benefits allocated to him under the ESOP at the time the benefits
      become distributable to him under the ESOP.

Section 6.02 Payment of Employee Stock Ownership Plan Restoration Benefit.

(a)   A Participant's ESOP Restoration Benefit shall be paid to the Participant
      or, in the event of the Participant's death, to his beneficiary, in the
      same form, time and medium (i.e., cash and/or shares of Common Stock) as
      his benefits are paid under the ESOP.

(b)   A Participant shall always have a fully non-forfeitable right to the ESOP
      Restoration Benefit credited to him under this Plan.

Section 6.03 Alternative Payment of Benefits

Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee may impose, request that the Supplemental ESOP Benefit and/or the ESOP
Restoration Benefit to which he is entitled, be paid commencing at a different
time, over a different period, in a different form, or to different persons,
than the benefit to which he or his beneficiary may be entitled under the ESOP.

Section 6.04 Hardships

Notwithstanding the foregoing, the Committee may, at its sole discretion, allow
for the early payment of a Participant's Supplemental ESOP Benefit in the event
of an "unforeseeable emergency" or in the event of the death or disability of
the Participant. An "unforeseeable emergency" means an unanticipated emergency
caused by an event beyond the control of the Participant that would result in
severe financial hardship if the distribution were not permitted. Such
distributions shall be limited to the amount necessary to sufficiently address
the financial hardship. Any distributions under this provision, shall be
consistent with the Code and any applicable regulations.


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                                   Article VII
                                Claims Procedures

Section 7.01 Claims Reviewer.

For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee, unless the Committee designates another person or group
of persons as Claims Reviewer.

Section 7.02 Claims Procedure.

(a) An initial claim for benefits under the Plan must be made by the Participant
or his or her beneficiary or beneficiaries in accordance with the terms of this
Section 7.02.

(b) Not later than ninety (90) days after receipt of such a claim, the Claims
Reviewer will render a written decision on the claim to the claimant, unless
special circumstances require the extension of such 90-day period. If such
extension is necessary, the Claims Reviewer shall provide the Participant or the
Participant's beneficiary or beneficiaries with written notification of such
extension before the expiration of the initial 90-day period. Such notice shall
specify the reason or reasons for the extension and the date by which a final
decision can be expected. In no event shall such extension exceed a period of
ninety (90) days from the end of the initial 90-day period.

(c) In the event the Claims Reviewer denies the claim of a Participant or any
beneficiary in whole or in part, the Claims Reviewer's written notification
shall specify, in a manner calculated to be understood by the claimant, the
reason for the denial; a reference to the Plan or other document or form that is
the basis for the denial; a description of any additional material or
information necessary for the claimant to perfect the claim; an explanation as
to why such information or material is necessary; and an explanation of the
applicable claims procedure.

(d) Should the claim be denied in whole or in part and should the claimant be
dissatisfied with the Claims Reviewer's disposition of the claimant's claim, the
claimant may have a full and fair review of the claim by the Committee upon
written request submitted by the claimant or the claimant's duly authorized
representative and received by the Committee within sixty (60) days after the
claimant receives written notification that the claimant's claim has been
denied. In connection with such review, the claimant or the claimant's duly
authorized representative shall be entitled to review pertinent documents and
submit the claimant's views as to the issues, in writing. The Committee shall
act to deny or accept the claim within sixty (60) days after receipt of the
claimant's written request for review unless special circumstances require the
extension of such 60-day period. If such extension is necessary, the Committee
shall provide the claimant with written notification of such extension before
the expiration of such initial 60-day period. In all events, the Committee shall
act to deny or accept the claim within 120 days of the receipt of the claimant's
written request for review. The action of the Committee shall be in the form of
a written notice to the claimant and its contents shall include all of the
requirements for action on the original claim.


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(e) In no event may a claimant commence legal action for benefits the claimant
believes are due the claimant until the claimant has exhausted all of the
remedies and procedures afforded the claimant by this Article VII.


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                                  Article VIII
                            Amendment and Termination

Section 8.01 Amendment of the Plan.

The Company may from time to time and at any time amend the Plan; provided,
however, that such amendment may not adversely affect the rights of any
Participant or beneficiary with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously become entitled prior to the
effective date of such amendment without the consent of the Participant or
beneficiary. The Committee shall be authorized to make minor or administrative
changes to the Plan, as well as amendments required by applicable federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.

Section 8.02 Termination of the Plan.

The Company may at any time terminate the Plan; provided, however, that such
termination may not adversely affect the rights of any Participant or
beneficiary with respect to any benefit under the Plan to which the Participant
or beneficiary may have previously become entitled prior to the effective date
of such termination without the consent of the Participant or beneficiary. Any
amounts credited to the supplemental accounts of any Participant shall remain
subject to the provisions of the Plan and no distribution of benefits shall be
accelerated because of termination of the Plan.


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                                   Article IX
                               General Provisions

Section 9.01 Unfunded, Unsecured Promise to Make Payments in the Future.

The right of a Participant or any beneficiary to receive a distribution under
this Plan shall be an unsecured claim against the general assets of the Company
or its Affiliates and neither a Participant nor his designated beneficiary or
beneficiaries shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Company or an Affiliate. The
Plan at all times shall be considered entirely unfunded both for tax purposes
and for purposes of Title I of ERISA. Any funds invested hereunder shall
continue for all purposes to be part of the general assets of the Company or an
Affiliate and available to its general creditors in the event of bankruptcy or
insolvency. Accounts under this Plan and any benefits which may be payable
pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or a Participant's beneficiary. The
Plans constitute a mere promise by the Company or Affiliate to make benefit
payments in the future. No interest or right to receive a benefit may be taken,
either voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such Participant or beneficiary, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.

Section 9.02 Committee as Plan Administrator.

(a) The Plan shall be administered by the Committee designated by the Board of
Directors.

(b) The Committee shall have the authority, duty and power to interpret and
construe the provisions of the Plan as it deems appropriate. The Committee shall
have the duty and responsibility of maintaining records, making the requisite
calculations and disbursing the payments hereunder. In addition, the Committee
shall have the authority and power to delegate any of its administrative duties
to employees of the Bank or Affiliate, as they may deem appropriate. The
Committee shall be entitled to rely on all tables, valuations, certificates,
opinions, data and reports furnished by any actuary, accountant, controller,
counsel or other person employed or retained by the Company with respect to the
Plan. The interpretations, determination, regulations and calculations of the
Committee shall be final and binding on all persons and parties concerned.

Section 9.03 Expenses.

Expenses of administration of the Plan shall be paid by the Company or an
Affiliate.


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Section 9.04 Statements.

The Committee shall furnish individual annual statements of accrued benefits to
each Participant, or current beneficiary, in such form as determined by the
Committee or as required by law.

Section 9.05 Rights of Participants and Beneficiaries.

(a) The sole rights of a Participant or beneficiary under this Plan shall be to
have this Plan administered according to its provisions, to receive whatever
benefits he or she may be entitled to hereunder.

(b) Nothing in the Plan shall be interpreted as a guaranty that any funds in any
trust which may be established in connection with the Plan or assets of the
Company or an Affiliate will be sufficient to pay any benefit hereunder.

(c) The adoption and maintenance of this Plan shall not be construed as creating
any contract of employment or service between the Company or an Affiliate and
any Participant or other individual. The Plan shall not affect the right of the
Company or an Affiliate to deal with any Participants in employment or service
respects, including their hiring, discharge, compensation, and conditions of
employment or other service.

Section 9.06 Incompetent Individuals.

The Committee may from time to time establish rules and procedures which it
determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person legally charged with that Participant's or beneficiary's care is
appointed. Except as otherwise provided herein, when the Committee determines
that such Participant or beneficiary is unable to manage his or her financial
affairs, the Committee may pay such Participant's or beneficiary's benefits to
such conservator, person legally charged with such Participant's or
beneficiary's care or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary. Any such payment shall
constitute a complete discharge of any liability of the Company or an Affiliate
and the Plan for such Participant or beneficiary.

Section 9.07 Sale, Merger, or Consolidation of the Employer.

The Plan shall be continued after a sale of assets of the Company or the Bank or
a merger or consolidation of the Company or the Bank into or with another
corporation or entity until all benefits have been paid pursuant to the Plan.
Additionally, upon a merger, consolidation or other Change in Control any
amounts credited to Participant's accounts under the Plan shall be placed in a
grantor trust to the extent not already in such a trust. Any legal fees incurred
by a Participant in determining benefits to which he is entitled under


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the Plan following a sale, merger, consolidation or other Change in Control of
the Company or the Bank shall be paid by the resulting or succeeding entity.

Section 9.08 Location of Participants.

Each Participant shall keep the Company informed of his current address and the
current address of his designated beneficiary or beneficiaries. The Company
shall not be obligated to search for any person. If such person is not located
within three (3) years after the date on which payment of the Participant's
benefits payable under this Plan may first be made, payment may be made as
though the Participant or his beneficiary had died at the end of such three-year
period.

Section 9.09 Liability of the Bank and its Affiliates.

Notwithstanding any provision herein to the contrary, neither the Bank nor any
individual acting as an employee or agent of the Bank shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim,
loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of the Bank or any such
employee or agent of the Bank.

Section 9.10 Governing Law.

All questions pertaining to the construction, validity and effect of the Plan
shall be determined in accordance with the laws of the United States and to the
extent not preempted by such laws, by the laws of New Jersey.

West Essex Bank has adopted this SERP, to be executed by a designee of the Board
and duly attested, on this the 8 day of February, 2002.

ATTEST:                                     WEST ESSEX BANK

/s/ Dennis A. Petrello                       /s/ Leopold w. Montanaro
--------------------------                  ------------------------------------
Dennis A. Petrello                               Leopold w. Montanaro
                                            For the Entire Board of Directors


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