UNION CENTER NATIONAL BANK
                         SENIOR OFFICERS PROTECTION PLAN

SECTION 1. STATEMENT OF PURPOSE

            This Plan is designed and  implemented  for the purpose of providing
to a limited group of key  management or highly  compensated  employees of Union
Center  National  Bank (the "Bank") who are largely  responsible  for the Bank's
success  the  opportunity  to  receive  deferred  compensation  in the  form  of
supplemental executive retirement benefits,  thereby increasing the incentive of
such key employees to remain in the employ of the Bank and to make the Bank more
profitable.

SECTION 2. DEFINITIONS

            2.1 "Account" means the  bookkeeping  account created and maintained
by the Bank for the benefit of a  Participant  which shall  reflect the value of
amounts payable to such Participant, if any, under the Plan.

            2.2  "Beneficiary"  means one or more  persons,  trusts,  estates or
other entities  designated by a Participant in writing on a form satisfactory to
the Bank, that is/are entitled to benefits under this Plan upon the death of the
Participant or the death of the predecessor Beneficiary receiving benefits under
the Plan.

            2.3 "Board" means the Board of Directors of the Bank.

            2.4 "Cause" means any of the following  acts or  circumstances:  (i)
disloyal,  dishonest or felonious  conduct of the  Participant  that  materially
adversely affects the Bank or Center Bancorp;  or (ii) termination of the Bank's
business  due  to  unprofitability,   insolvency,  bankruptcy  or  directive  by
governmental  regulators;  provided,  however, that if a Participant has entered
into a written employment  agreement with the Bank that defines "cause" or words
of similar import,  then "Cause",  as applied to such Participant shall have the
meaning  ascribed  such term or words of similar  import  under such  employment
agreement.

            2.5  "Change in  Control"  means a change in control  required to be
reported  in response to Item 5(f) of  Schedule  14A of  Regulation  14A (or any
successor provision)  promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act");  provided that,  without  limitation,  such a change in control
shall be deemed to have occurred if (a) any "person"  (including as such term is
used in Section 13(d) and 14(d)(2) (or any successor  provision) of the Exchange
Act) is or becomes the beneficial owner,  directly or indirectly,  of securities
of Center Bancorp (the  "Company")  representing  thirty-three  percent (33%) or
more of the combined voting power of the Company's  outstanding  securities then
entitled to vote for the election of directors;  or (b) during any period of two
(2)  consecutive  years,  individuals  who  at  the  beginning  of  such  period
constituted  the Board  cease for any reason to  constitute  at least a majority
thereof (excluding for purposes of this calculation any director who dies during
such period);  or (c) the Company  shall meet the delisting  criteria of the New
York Stock Exchange,  Inc. or any successor exchange in respect of the number of
publicly  held shares or the number of  shareholders  holding one hundred  (100)
shares or more; or (d) the Board shall approve the sale of all or  substantially
all of the assets of the  Company;  or (e) the Board  shall  approve any merger,
consolidation, issuance of securities or purchase of assets, the result of which
would be the occurrence of any event described in clause (a), (b), or (c) above.

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            2.6 "Disability"  means, in the determination of the Committee,  the
inability of a  Participant  to engage in any  substantial  gainful  activity by
reason of any medically  determinable physical or mental impairment which can be
expected  to result  in death or which  can be  expected  to be  permanent.  The
Committee  may require  such proof of  Disability  as the  Committee in its sole
discretion deems appropriate, and the Committee's good faith determination as to
whether the  Participant  is disabled  shall be final and binding on all parties
concerned.

            2.7  "Normal  Retirement  Date"  means  the  first  day of the month
coincident with or next following the date on which the Participant  attains age
sixty-five (65).

            2.8 "Participant" means a senior officer of the Bank who has met the
requirements  of the  eligibility  and  participation  provisions  set  forth in
Section 4 hereof.

            2.9 "Plan"  means the Union  Center  National  Bank Senior  Officers
Protection Plan contained in this document, including all amendments thereto.

            2.10  "Vested  Account"  means  that   percentage,   if  any,  of  a
Participant's Account that has vested in accordance with Section 7 hereof.

            2.11 "Year of  Service"  means a period of twelve  (12)  consecutive
months  during which a Participant  is  continuously  employed by the Bank.  For
purposes of the Plan,  a  Participant  shall be  credited  with Years of Service
which have accrued both before and after the date of adoption of the Plan.

SECTION 3. PLAN ADMINISTRATION

            3.1 Power and Duties of the  Committee.  The Board  shall  designate
from among its members a compensation  committee (the "Committee") to administer
the Plan,  which shall  consist of no fewer than three  members of the Board.  A
majority of the members of the Committee shall constitute a quorum,  and the act
of a majority of the members of the Committee shall be the act of the Committee.
Any member of the  Committee  may be removed at any time  either with or without
cause by resolution  adopted by the Board,  and any vacancy on the Committee may
at any time be filled by resolution adopted by the Board.

                  The Committee shall administer the Plan in accordance with its
terms and shall have the power and the  discretion  to construe the terms of the
Plan  and  to  determine   all  questions   arising  in   connection   with  the
administration,  interpretation,  and application of the Plan. The Committee may
establish procedures,  correct any defect, supply any information,  or reconcile
any inconsistency in such manner and to such extent as shall be deemed necessary
or  advisable  by the  Committee  to carry  out the  purpose  of the  Plan.  The
Committee shall have all power necessary or appropriate to accomplish his duties
under this Plan.


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

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

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

                  (c) to  authorize  and  make  non-discretionary  or  otherwise
            directed disbursements to Participants;

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

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

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

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

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

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

SECTION 4. ELIGIBILITY AND PARTICIPATION

            4.1 Eligibility. The Board, in its sole discretion, shall select the
employees  of the  Bank who are  eligible  to  become  Participants,  and  those
employees shall be listed on Schedule A attached hereto.

            4.2 Participation. The Committee shall notify those employees listed
on Schedule A attached hereto of their participation in the Plan.


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<PAGE>

SECTION 5. ACCOUNTS

            5.1  From  time to time  and in its  sole  discretion,  the Bank may
credit a Participant's Account with principal and, in the sole discretion of the
Bank,  interest  or  other  earnings.  The Bank  shall  be under no  obligation,
however,  to credit any Account  hereunder  and will choose to credit an Account
based on the employment performance of a Participant and on the operating profit
of the Bank. The Participant may from time to time inquire of the Bank the value
of his or her Account,  and the Bank will make reasonable efforts to provide the
Participant with such information on a timely basis.

            SECTION 6. PAYMENT OF RETIREMENT BENEFIT

            6.1 Normal Retirement Date. A Participant who terminates  employment
with the Bank on or after his or her Normal Retirement Date shall be entitled to
receive the value of his or her Vested  Account,  payable in a lump sum no later
than the  first day of the  fourth  month  following  the  Participant's  actual
retirement date;  provided,  however,  that such a Participant may, by filing an
election form with, and  acceptable  to, the Committee  elect to have payment of
his or her Vested  Account  made in annual  installments,  payable over not more
than ten (10)  years.  Such  election  shall not be given any  effect,  however,
unless such  election is filed with the  Committee at least a full calendar year
before  the  distribution  of the  Participant's  retirement  benefit  hereunder
begins.  If a Participant  elects to have his or her retirement  benefit paid in
installments,  as of the date of the Participant's actual retirement and on each
anniversary  date thereafter  during the benefit  payment period,  the amount of
each  installment  to be paid during  such year shall be equal to the  remaining
balance in the  Participant's  Vested Account as of each retirement  anniversary
date divided by the number of annual installment  payments remaining to be made.
The final installment  payment shall be equal to the remaining amount payable to
the Participant.  In no event shall the amount of any installment payment exceed
the remaining  amount payable to the  Participant.  If a Participant  should die
after  commencement  of  installments,  but  prior  to the  completion  of  such
installment   payments,   such  annual   benefit   shall  be  continued  to  the
Participant's  Beneficiary for the unexpired  portion of the  previously-elected
installment period.  Notwithstanding the foregoing,  the Bank reserves the right
to distribute a Participant's  retirement benefit in one lump sum rather than in
installments at any time.

            6.2 Death,  Disability.  In the event that a Participant  terminates
employment  with the Bank due to death or Disability  prior to his or her Normal
Retirement  Date, the Bank shall pay to the Participant or the  Beneficiary,  as
the case may be, the value of the  Participant's  Vested  Account.  Such payment
shall be made in a lump sum no later  than the  first  day of the  fourth  month
following the date of the  Participant's  death or termination of employment due
to Disability, as the case may be.

            6.3 Other Payments.  If a Participant's  employment with the Bank is
terminated  for any reason  other than Cause,  or if a  Participant  voluntarily
discontinues  employment  with  the  Bank  for any  reason  (other  than  death,
Disability or retirement),  then the Participant  shall be entitled to receive a
termination  benefit equal to the value of his Vested  Account as of the date of
his or her termination of employment.  This termination benefit shall be due and
payable  in a lump sum  amount on or about the  first  day of the  fourth  month
following the month of the Participant's termination of employment.


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SECTION 7. VESTING

            7.1 A  Participant's  interest in his or her  Account  shall vest in
accordance with the following schedule.

            Years of Service                                  Vesting Percentage
            ----------------                                  ------------------
            Less than 6                                                0%
            6 but less than 7                                         10%
            7 but less than 8                                         20%
            8 but less than 9                                         30%
            9 but less than 10                                        40%
            10 but less than 11                                       50%
            11 but less than 12                                       60%
            12 but less than 13                                       70%
            13 but less than 14                                       80%
            14 but less than 15                                       90%
            15 or more                                                100%

            Notwithstanding the foregoing, a Participant's Account shall vest in
full (i) in the event that the Participant's  employment terminates due to death
or Disability,  (ii) upon a Change in Control,  or (iii) upon the  Participant's
attainment of age 65 while employed by the Bank.

            Notwithstanding  anything  contained  herein to the  contrary,  if a
Participant's  employment  with the Bank  terminates for Cause,  the Participant
shall not be entitled to any benefits under the terms of the Plan  regardless of
whether he or she had any vested interest.

SECTION 8. CLAIMS PROCEDURES

            8.1  Claims  Procedure.  Claims for  benefits  under the Plan may be
filed with the Committee on forms  supplied by the Bank.  Written  notice of the
disposition  of a claim shall be furnished to the  claimant  within  ninety (90)
days after the claim is filed.  If  additional  time (up to ninety (90) days) is
required by the Committee to process the claim, written notice shall be provided
to the claimant within the initial ninety (90) day period.  The extension notice
shall indicate the special circumstances  requiring an extension of time and the
date by which the Committee expects to render a determination.  In the event the
claim is denied,  the reasons for the denial shall be specifically  set forth in
the notice in language calculated to be understood by the claimant. In addition,
the claimant  shall be furnished with an explanation of the Plan's claims review
procedure.

            8.2 Claims Review  Procedure.  Any  employee,  former  employee,  or
Beneficiary who has been denied a benefit by decision of the Committee  pursuant
to Section 8.1 hereof shall be entitled to request the Committee to give further
consideration to his claim by filing with the Committee a request for a hearing.
Such request,  together with a written  statement of the reason why the claimant
believes his claim should be allowed, shall be filed with the Committee no later
than sixty (60) days after receipt of the written  notification  provided for in
Section  8.1  hereof.  The  Committee  shall  make a  final  decision  as to the
allowance of the claim  within sixty (60) days of receipt of the appeal  (unless
there has been an extension due to special circumstances, provided the delay and
the special  circumstances  occasioning it are  communicated  to the claimant in
writing within the sixty (60) day period).  Such communication  shall be written
in a manner  calculated  to be  understood  by the  claimant  and shall  include
specific reasons for the decision and specific  references to the pertinent Plan
provisions on which the decision is based.


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<PAGE>

            8.3  Special  Notification  and Review  Procedure  for a  Disability
Claim.  In the event of a claim by a Participant on account of  Disability,  the
following claims procedure shall apply.

                  (a) Upon  receipt  of a claim  for a  benefit  on  account  of
Disability,  the  Committee  shall advise the claimant  that a decision  will be
forthcoming  within  forty-five  (45)  days and  shall,  in fact,  deliver  such
decision within that period. The Committee may, however,  extend this period for
an additional thirty (30) days if necessary due to matters beyond the control of
the  Committee,  and written  notice of the  extension  is given to the claimant
within  forty-five (45) days after receipt of the claim.  The Committee may also
extend the extension period for an additional  thirty (30) days if necessary due
to  matters  beyond the  control  of the  Committee  and  written  notice of the
additional  extension is given to the claimant  prior to the end of the original
thirty-day  extension  period.  If the claim is denied in whole or in part,  the
Committee  shall  adopt a  written  decision  using  language  calculated  to be
understood by the claimant,  setting forth:  (i) the specific  reason or reasons
for such denial; (ii) the specific reference to pertinent provisions of the Plan
on which such denial is based; (iii) a description of any additional material or
information  necessary  for the  claimant  to  perfect  his or her  claim and an
explanation  of why  such  material  or  such  information  is  necessary;  (iv)
appropriate  information  (including any applicable time limits) as to the steps
to be taken if the  claimant  wishes to submit the claim for  review;  (v) if an
internal rule or guideline was relied upon in denying the claim, and that a copy
of such rule or guideline will be provided free of charge and upon request;  and
(vi) if the denial of the claim is based on a medical  necessity or experimental
treatment or similar  exclusion or limit,  either an explanation of the clinical
judgment,  applying  the terms of the Plan to the medical  circumstances  of the
claimant,  or a statement that such  explanation will be provided free of charge
and upon request.

                  (b) Within one hundred and eighty (180) days after the receipt
by the  claimant of the written  decision  described  above,  the  claimant  may
request in writing that the  Disability  Review Board (as defined  below) of the
Bank review the decision of the Committee. Such request must be addressed to the
Disability Review Board c/o the Committee, at the Bank's then principal place of
business.  The "Disability Review Board" shall be a committee  consisting of one
or more individuals selected by the Board; directors, shareholders, officers and
employees  are  eligible  to serve on the  Disability  Review  Board,  provided,
however,  that neither any member of the  Committee nor any  subordinate  of any
member of the  Committee  shall be  eligible to serve on the  Disability  Review
Board. In connection with the review, the claimant or his or her duly authorized
representative  shall be  provided  with the  identification  of any  medical or
vocational experts whose advice was obtained in connection with the claim denial
(without regard to whether the advice was relied upon in denying the claim). The
claimant may, but need not, review the pertinent documents and submit issues and
comments in writing for consideration by the Disability Review Board.


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<PAGE>

                  (c) Within  forty-five  (45) days after the Disability  Review
Board's receipt of a request for review, it will review the Committee's decision
and make its determination on review.  The Disability Review Board may, however,
extend  the  review  period for an  additional  forty-five  (45) days if special
circumstances  require an extension of time and written  notice of the extension
is given to the  claimant  within  forty-five  (45) days  after  receipt  of the
written request for review.  In reviewing any decision based in whole or in part
on a medical  judgment,  the Disability  Review Board will consult with a health
care professional who has appropriate training in the field of medicine involved
in the  medical  judgment;  the health  care  professional  shall  neither be an
individual  consulted in connection with the decision that is subject to review,
nor be the subordinate of such individual.  The Disability Review Board's review
shall not afford deference to the Committee's  decision.  After  considering all
materials  presented by the claimant,  the Disability  Review Board will provide
its  written   determination  on  review.   If  the  Disability  Review  Board's
determination  on  review  is to deny the  claim  in any  respect,  the  written
determination  shall set forth:  (i) the  specific  reason or  reasons  for such
denial;  (ii) the specific  reference to  pertinent  provisions  of this Plan on
which  such  denial is  based;  (iii) a  statement  that the  claimant  shall be
provided upon request and free of charge  reasonable access to and copies of all
documents,  records  and  other  information  relating  to  the  claim;  (iv)  a
description of the  claimant's  right to bring an action under section 502(a) of
the  Employee  Retirement  Income  Security Act of 1974,  as amended;  (v) if an
internal  rule or  guideline  was relied upon in denying  the claim,  either the
specific  rule or  guideline,  or a statement  that such rule or  guideline  was
relied upon in denying the claim, and that a copy of such rule or guideline will
be provided free of charge and upon request; and (vi) if the denial of the claim
is based on a medical  necessity or experimental  treatment or similar exclusion
or limit, either an explanation of the clinical judgment,  applying the terms of
the Plan to the medical  circumstances of the claimant, or a statement that such
explanation will be provided free of charge and upon request.

                  (d) For purposes of this Section  8.3, the  Committee  and the
Disability  Review Board shall have the power to construe,  interpret  and apply
the  provisions  of the Plan  (except  to the  extent  such  power is  otherwise
specifically  allocated to another party by operation of law),  and to determine
any questions of fact which may arise under the Plan.

SECTION 9. AMENDMENT AND TERMINATION

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

SECTION 10. MISCELLANEOUS

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


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<PAGE>

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

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

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

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

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


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<PAGE>

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

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

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

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

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

            10.12 Governing Law. Except to the extent  preempted by federal law,
this Plan shall be construed and enforced  according to the laws of the State of
New Jersey, other than its laws respecting choice of law.

            10.13  Gender,   Number,   Headings.  The  masculine  gender,  where
appearing in the Plan, shall be deemed to include the feminine  gender,  and the
singular shall include the plural,  unless the context clearly  indicates to the
contrary.  All headings used in this Plan are for  convenience of reference only
and are not part of the substance of this Plan.

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

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


                                      -9-
<PAGE>

            IN WITNESS WHEREOF, this Plan, having been duly approved and adopted
by the Board of the Bank, has been executed by a duly authorized  officer of the
Bank as evidence of its adoption.

                                        UNION CENTER NATIONAL BANK

                                        By: /s/ Donald Bennetti
                                            ---------------------------------
                                            Name: Donald Bennetti
                                            Title: Senior Vice President


                                      -10-
<PAGE>

                                   SCHEDULE A

                                  Participants

                                William A. Arnold
                                 Donald Bennetti
                                 Mark S. Cardone
                                  John J. Davis
                                  Julia D'Aloia
                                 John F. McGowan
                               Anthony C. Weagley
                                   Lori Wunder