Exhibit 10.18

                               GUARANTEE AGREEMENT

                              CENTER BANCORP, INC.

                          Dated as of December 19, 2003


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                                TABLE OF CONTENTS

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                                                                                                               PAGE
                                                                                                               ----
                                                ARTICLE I

                                      DEFINITIONS AND INTERPRETATION
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SECTION 1.1          Definitions and Interpretation...............................................................1

                                                ARTICLE II

                            POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1          Powers and Duties of the Guarantee Trustee...................................................4
SECTION 2.2          Certain Rights of the Guarantee Trustee......................................................5
SECTION 2.3          Not Responsible for Recitals or Issuance of Guarantee........................................7
SECTION 2.4          Events of Default; Waiver....................................................................7
SECTION 2.5          Events of Default; Notice....................................................................8

                                               ARTICLE III

                                          THE GUARANTEE TRUSTEE

SECTION 3.1          The Guarantee Trustee; Eligibility...........................................................8
SECTION 3.2          Appointment, Removal and Resignation of the Guarantee Trustee................................9

                                                ARTICLE IV

                                                GUARANTEE

SECTION 4.1          Guarantee....................................................................................9
SECTION 4.2          Waiver of Notice and Demand.................................................................10
SECTION 4.3          Obligations Not Affected....................................................................10
SECTION 4.4          Rights of Holders...........................................................................11
SECTION 4.5          Guarantee of Payment........................................................................11
SECTION 4.6          Subrogation.................................................................................11
SECTION 4.7          Independent Obligations.....................................................................12
SECTION 4.8          Enforcement.................................................................................12

                                                ARTICLE V

                                LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1          Limitation of Transactions..................................................................12
SECTION 5.2          Ranking.....................................................................................13
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                                                ARTICLE VI

                                               TERMINATION

SECTION 6.1          Termination.................................................................................13

                                               ARTICLE VII

                                             INDEMNIFICATION

SECTION 7.1          Exculpation.................................................................................13
SECTION 7.2          Indemnification.............................................................................14
SECTION 7.3          Compensation; Reimbursement of Expenses.....................................................15

                                               ARTICLE VIII

                                              MISCELLANEOUS

SECTION 8.1          Successors and Assigns......................................................................15
SECTION 8.2          Amendments..................................................................................16
SECTION 8.3          Notices.....................................................................................16
SECTION 8.4          Benefit.....................................................................................16
SECTION 8.5          Governing Law...............................................................................16
SECTION 8.6          Counterparts................................................................................17
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                                       ii


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                               GUARANTEE AGREEMENT

      This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 19, 2003,
is executed and  delivered  by Center  Bancorp,  Inc.,  a bank  holding  company
incorporated in New Jersey (the  "Guarantor"),  and Wilmington Trust Company,  a
Delaware  banking  corporation,  as trustee (the "Guarantee  Trustee"),  for the
benefit of the  Holders  (as  defined  herein)  from time to time of the Capital
Securities (as defined herein) of Center Bancorp  Statutory Trust II, a Delaware
statutory trust (the "Issuer").

      WHEREAS,  pursuant to an Amended and  Restated  Declaration  of Trust (the
"Declaration"),  dated as of December 19, 2003, among the trustees named therein
of the Issuer,  Center Bancorp,  Inc., as sponsor,  and the Holders from time to
time of undivided  beneficial  interests in the assets of the Issuer, the Issuer
is issuing on the date hereof securities, having an aggregate liquidation amount
of  $5,000,000,   designated  in  the  Declaration  as  MMCapSSM  (the  "Capital
Securities"); and

      WHEREAS,  as incentive for the Holders to purchase the Capital Securities,
the Guarantor desires  irrevocably and  unconditionally  to agree, to the extent
set forth in this  Guarantee,  to pay to the Holders of Capital  Securities  the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration  of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

      SECTION 1.1 Definitions and Interpretation.

      In this Guarantee, unless the context otherwise requires:

      (a)  capitalized  terms  used in this  Guarantee  but not  defined  in the
preamble  above have the  respective  meanings  assigned to them in this Section
1.1;

      (b) a term  defined  anywhere  in  this  Guarantee  has the  same  meaning
throughout;

      (c) all  references  to "the  Guarantee" or "this  Guarantee"  are to this
Guarantee as modified, supplemented or amended from time to time;

      (d) all  references  in this  Guarantee  to Articles  and  Sections are to
Articles and Sections of this Guarantee, unless otherwise specified;

      (e) terms defined in the  Declaration  as of the date of execution of this
Guarantee have the same meanings when used in this Guarantee,  unless  otherwise
defined in this Guarantee or unless the context otherwise requires; and


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      (f) a reference to the singular includes the plural and vice versa.

      "Beneficiaries"  means  any  Person  to whom the  Issuer  is or  hereafter
becomes indebted or liable.

      "Common Securities" has the meaning specified in the Declaration.

      "Corporate  Trust  Office"  means the office of the  Guarantee  Trustee at
which at any particular  time its corporate  trust business shall be principally
administered,  which at all times shall be located  within the United States and
at the time of the  execution of this  Guarantee  shall be Rodney  Square North,
1100 North Market Street, Wilmington, DE 19890-0001.

      "Covered Person" means any Holder of Capital Securities.

      "Debenture  Issuer" means Center  Bancorp,  Inc. or any  successor  entity
resulting  from  any  consolidation,  amalgamation,  merger  or  other  business
combination, in its capacity as issuer of the Debentures.

      "Debentures"  means the junior  subordinated  debentures  of the Debenture
Issuer  that are  designated  in the  Indenture  as the  "Floating  Rate  Junior
Subordinated Debt Securities due 2034" and held by the Institutional Trustee (as
defined in the Declaration) of the Issuer.

      "Event of Default" has the meaning set forth in Section 2.4.

      "Guarantee  Payments"  means  the  following  payments  or  distributions,
without duplication,  with respect to the Capital Securities,  to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration)  which are required to be paid on such Capital Securities to
the extent the Issuer has funds available in the Property Account (as defined in
the  Declaration)  therefor  at such  time,  (ii)  the  price  payable  upon the
redemption  of any  Capital  Securities  to the  extent  the  Issuer  has  funds
available in the  Property  Account  therefor at such time,  with respect to any
Capital  Securities  that are (1)  called  for  redemption  by the Issuer or (2)
mandatorily  redeemed by the Issuer,  in each case, in accordance with the terms
of  such  Capital  Securities,   and  (iii)  upon  a  voluntary  or  involuntary
liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection  with the  distribution  of  Debentures to the Holders of the Capital
Securities in exchange therefor as provided in the  Declaration),  the lesser of
(a) the aggregate of the  liquidation  amount of the Capital  Securities and all
accrued  and  unpaid  Distributions  on the  Capital  Securities  to the date of
payment,  to the extent the Issuer has funds  available in the Property  Account
therefor  at such time,  and (b) the  amount of assets of the  Issuer  remaining
available  for  distribution  to Holders  in  liquidation  of the  Issuer  after
satisfaction of liabilities to creditors of the Issuer as required by applicable
law (in either case, the "Liquidation Distribution").

      "Guarantee  Trustee" means  Wilmington  Trust  Company,  until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms  of this  Guarantee  and  thereafter  means  each  such  Successor
Guarantee Trustee.



                                       2
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      "Holder"  means  any  Person  in whose  name any  Capital  Securities  are
registered on the books and records of the Issuer;  provided,  however, that, in
determining  whether  the  holders  of  the  requisite   percentage  of  Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

      "Indemnified  Person"  means  the  Guarantee  Trustee  (including  in  its
individual  capacity),  any Affiliate of the Guarantee Trustee, or any officers,
directors,   shareholders,   members,  partners,   employees,   representatives,
nominees, custodians or agents of the Guarantee Trustee.

      "Indenture"  means the Indenture,  dated as of December 19, 2003,  between
the  Debenture  Issuer  and  Wilmington  Trust  Company,  not in its  individual
capacity but solely as trustee, and any indenture  supplemental thereto pursuant
to which the  Debentures  are to be issued to the  Institutional  Trustee of the
Issuer.

      "Liquidation  Distribution" has the meaning set forth in the definition of
"Guarantee Payments" herein.

      "Majority in liquidation amount of the Capital Securities" means Holder(s)
of outstanding  Capital  Securities,  voting together as a class, but separately
from the  holders  of  Common  Securities,  of more  than  50% of the  aggregate
liquidation amount (including the amount that would be paid upon the redemption,
liquidation  or  otherwise  on the date upon  which the voting  percentages  are
determined,  plus  unpaid  Distributions  accrued  thereon  to such date) of all
Capital Securities then outstanding.

      "Obligations" means any costs,  expenses or liabilities (but not including
liabilities  related  to taxes) of the  Issuer,  other than  obligations  of the
Issuer to pay to holders of any Trust  Securities  the amounts due such  holders
pursuant to the terms of the Trust Securities.

      "Officer's  Certificate"  means, with respect to any Person, a certificate
signed by one  Authorized  Officer of such  Person.  Any  Officer's  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Guarantee shall include:

      (a) a statement that such officer  signing the Officer's  Certificate  has
read the covenant or condition and the definitions relating thereto;

      (b) a brief  statement  of the  nature  and  scope of the  examination  or
investigation undertaken by such officer in rendering the Officer's Certificate;

      (c)  a  statement   that  such  officer  has  made  such   examination  or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

      (d) a  statement  as to  whether,  in the  opinion of such  officer,  such
condition or covenant has been complied with.

      "Person"  means a legal  person,  including any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.


                                       3
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      "Responsible  Officer" means, with respect to the Guarantee  Trustee,  any
officer within the Corporate  Trust Office of the Guarantee  Trustee with direct
responsibility for the administration of any matters relating to this Guarantee,
including any vice president,  any assistant vice president,  any secretary, any
assistant secretary,  the treasurer,  any assistant treasurer, any trust officer
or  other  officer  of the  Corporate  Trust  Office  of the  Guarantee  Trustee
customarily  performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter,  any other  officer  to whom such  matter is  referred  because  of that
officer's knowledge of and familiarity with the particular subject.

      "Successor   Guarantee  Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

      "Trust Securities" means the Common Securities and the Capital Securities.

                                   ARTICLE II

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

      SECTION 2.1 Powers and Duties of the Guarantee Trustee.

      (a) This Guarantee shall be held by the Guarantee  Trustee for the benefit
of the Holders of the Capital  Securities,  and the Guarantee  Trustee shall not
transfer  this  Guarantee  to any Person  except a Holder of Capital  Securities
exercising  his or her  rights  pursuant  to Section  4.4 (b) or to a  Successor
Guarantee  Trustee on  acceptance  by such  Successor  Guarantee  Trustee of its
appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee  Trustee shall  automatically  vest in any Successor  Guarantee
Trustee,  and such vesting and cessation of title shall be effective  whether or
not  conveyancing  documents  have been executed and  delivered  pursuant to the
appointment of such Successor Guarantee Trustee.

      (b) If an Event of Default actually known to a Responsible  Officer of the
Guarantee  Trustee has occurred and is continuing,  the Guarantee  Trustee shall
enforce this Guarantee for the benefit of the Holders of the Capital Securities.

      (c) The Guarantee  Trustee,  before the occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee,  and no  implied  covenants  shall be read into this  Guarantee
against the Guarantee  Trustee.  In case an Event of Default has occurred  (that
has not been cured or waived  pursuant to Section  2.4(b)) and is actually known
to a Responsible  Officer of the Guarantee Trustee,  the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this  Guarantee,  and use
the same degree of care and skill in its exercise  thereof,  as a prudent person
would exercise or use under the  circumstances  in the conduct of his or her own
affairs.


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      (d) No  provision  of this  Guarantee  shall be  construed  to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct or bad faith, except that:

                  (i) prior to the  occurrence of any Event of Default and after
            the  curing  or  waiving  of all  Events  of  Default  that may have
            occurred:

                        (A) the duties and obligations of the Guarantee  Trustee
                  shall be determined  solely by the express  provisions of this
                  Guarantee,  and the  Guarantee  Trustee  shall  not be  liable
                  except for the  performance of such duties and  obligations as
                  are specifically  set forth in this Guarantee,  and no implied
                  covenants  or  obligations  shall be read into this  Guarantee
                  against the Guarantee Trustee; and

                        (B) in the  absence  of bad  faith  on the  part  of the
                  Guarantee  Trustee,  the  Guarantee  Trustee may  conclusively
                  rely, as to the truth of the statements and the correctness of
                  the  opinions  expressed  therein,  upon any  certificates  or
                  opinions  furnished to the Guarantee Trustee and conforming to
                  the  requirements  of this  Guarantee;  but in the case of any
                  such  certificates  or  opinions  furnished  to the  Guarantee
                  Trustee,  the  Guarantee  Trustee  shall  be  under  a duty to
                  examine  the same to  determine  whether  or not on their face
                  they conform to the requirements of this Guarantee;

                        (ii) the  Guarantee  Trustee shall not be liable for any
                  error of judgment made in good faith by a Responsible  Officer
                  of the Guarantee Trustee,  unless it shall be proved that such
                  Responsible  Officer of the Guarantee Trustee or the Guarantee
                  Trustee was negligent in ascertaining the pertinent facts upon
                  which such judgment was made;

                        (iii) the  Guarantee  Trustee  shall not be liable  with
                  respect  to any  action  taken or omitted to be taken by it in
                  good faith in  accordance  with the written  direction  of the
                  Holders of a Majority  in  liquidation  amount of the  Capital
                  Securities   relating  to  the  time,   method  and  place  of
                  conducting  any  proceeding  for any remedy  available  to the
                  Guarantee Trustee,  or exercising any trust or power conferred
                  upon the Guarantee Trustee under this Guarantee; and

                        (iv) no provision of this  Guarantee  shall  require the
                  Guarantee Trustee to expend or risk its own funds or otherwise
                  incur personal  financial  liability in the performance of any
                  of its  duties  or in the  exercise  of any of its  rights  or
                  powers, if the Guarantee Trustee shall have reasonable grounds
                  for  believing  that  the  repayment  of  such  funds  is  not
                  reasonably assured to it under the terms of this Guarantee, or
                  security  and  indemnity,   reasonably   satisfactory  to  the
                  Guarantee  Trustee,  against  such  risk or  liability  is not
                  reasonably assured to it.


                                       5
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      SECTION 2.2 Certain Rights of the Guarantee Trustee.

      (a) Subject to the provisions of Section 2.1:

                  (i) The Guarantee Trustee may conclusively  rely, and shall be
            fully  protected  in acting or  refraining  from  acting  upon,  any
            resolution,  certificate,  statement,  instrument,  opinion, report,
            notice, request,  direction,  consent, order, bond, debenture, note,
            other evidence of indebtedness  or other paper or document  believed
            by it to be genuine and to have been  signed,  sent or  presented by
            the proper party or parties.

                  (ii) Any  direction or act of the  Guarantor  contemplated  by
            this  Guarantee  shall be  sufficiently  evidenced  by an  Officer's
            Certificate.

                  (iii) Whenever,  in the administration of this Guarantee,  the
            Guarantee Trustee shall deem it desirable that a matter be proved or
            established   before  taking,   suffering  or  omitting  any  action
            hereunder,  the Guarantee  Trustee  (unless other evidence is herein
            specifically  prescribed)  may,  in the  absence of bad faith on its
            part, request and conclusively rely upon an Officer's Certificate of
            the Guarantor which, upon receipt of such request, shall be promptly
            delivered by the Guarantor.

                  (iv) The  Guarantee  Trustee  shall have no duty to see to any
            recording, filing or registration of any instrument or other writing
            (or any rerecording, refiling or reregistration thereof).

                  (v) The  Guarantee  Trustee  may consult  with  counsel of its
            selection, and the advice or opinion of such counsel with respect to
            legal  matters  shall  be  full  and  complete   authorization   and
            protection in respect of any action taken, suffered or omitted by it
            hereunder  in good  faith  and in  accordance  with  such  advice or
            opinion.  Such counsel may be counsel to the Guarantor or any of its
            Affiliates  and may  include  any of its  employees.  The  Guarantee
            Trustee  shall  have  the  right  at any  time to seek  instructions
            concerning  the  administration  of this Guarantee from any court of
            competent jurisdiction.

                  (vi) The  Guarantee  Trustee  shall be under no  obligation to
            exercise any of the rights or powers vested in it by this  Guarantee
            at the request or direction of any Holder,  unless such Holder shall
            have provided to the Guarantee  Trustee such security and indemnity,
            reasonably satisfactory to the Guarantee Trustee, against the costs,
            expenses (including attorneys' fees and expenses and the expenses of
            the  Guarantee   Trustee's  agents,   nominees  or  custodians)  and
            liabilities  that might be  incurred  by it in  complying  with such
            request or direction,  including such reasonable  advances as may be
            requested by the Guarantee Trustee; provided,  however, that nothing
            contained in this Section  2.2(a)(vi)  shall be taken to relieve the
            Guarantee  Trustee,  upon the occurrence of an Event of Default,  of
            its  obligation  to exercise  the rights and powers  vested in it by
            this Guarantee.

                  (vii)  The  Guarantee  Trustee  shall not be bound to make any
            investigation  into the facts or matters  stated in any  resolution,
            certificate,   statement,   instrument,   opinion,  report,  notice,
            request,  direction,  consent,  order, bond, debenture,  note, other
            evidence  of  indebtedness  or  other  paper  or  document,  but the
            Guarantee Trustee, in its discretion,  may make such further inquiry
            or investigation into such facts or matters as it may see fit.


                                       6
<PAGE>


                  (viii) The Guarantee  Trustee may execute any of the trusts or
            powers  hereunder or perform any duties hereunder either directly or
            by or through  agents,  nominees,  custodians or attorneys,  and the
            Guarantee  Trustee shall not be  responsible  for any  misconduct or
            negligence on the part of any agent or attorney  appointed  with due
            care by it hereunder.

                  (ix) Any action taken by the  Guarantee  Trustee or its agents
            hereunder shall bind the Holders of the Capital Securities,  and the
            signature  of the  Guarantee  Trustee or its agents  alone  shall be
            sufficient and effective to perform any such action.  No third party
            shall be required to inquire as to the  authority  of the  Guarantee
            Trustee to so act or as to its compliance  with any of the terms and
            provisions of this  Guarantee,  both of which shall be  conclusively
            evidenced  by the  Guarantee  Trustee's  or its agent's  taking such
            action.

                  (x)  Whenever  in the  administration  of this  Guarantee  the
            Guarantee  Trustee  shall deem it desirable to receive  instructions
            with  respect to  enforcing  any remedy or right or taking any other
            action hereunder, the Guarantee Trustee (A) may request instructions
            from the Holders of a Majority in liquidation  amount of the Capital
            Securities,  (B) may refrain from  enforcing such remedy or right or
            taking such other  action until such  instructions  are received and
            (C)  shall be  protected  in  conclusively  relying  on or acting in
            accordance with such instructions.

                  (xi) The Guarantee  Trustee shall not be liable for any action
            taken,  suffered,  or  omitted  to be taken by it in good  faith and
            reasonably  believed by it to be authorized or within the discretion
            or rights or powers conferred upon it by this Guarantee.

            (b) No  provision  of this  Guarantee  shall be deemed to impose any
      duty or obligation on the Guarantee  Trustee to perform any act or acts or
      exercise any right, power, duty or obligation  conferred or imposed on it,
      in any jurisdiction in which it shall be illegal or in which the Guarantee
      Trustee shall be unqualified or incompetent in accordance  with applicable
      law to perform any such act or acts or to exercise any such right,  power,
      duty or  obligation.  No  permissive  power or authority  available to the
      Guarantee Trustee shall be construed to be a duty.

      SECTION 2.3 Not Responsible for Recitals or Issuance of Guarantee.

      The recitals  contained in this Guarantee shall be taken as the statements
of the Guarantor,  and the Guarantee Trustee does not assume any  responsibility
for their  correctness.  The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.

      SECTION 2.4 Events of Default; Waiver.

      (a) An "Event of Default" under this Guarantee will occur upon the failure
of the Guarantor to perform any of its payment or other obligations hereunder.


                                       7
<PAGE>


      (b) The  Holders  of a  Majority  in  liquidation  amount  of the  Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver,  any such Event of Default shall cease to exist,  and shall be
deemed to have been  cured,  for every  purpose of this  Guarantee,  but no such
waiver shall extend to any  subsequent  or other  default or Event of Default or
impair any right consequent thereon.

      SECTION 2.5 Events of Default; Notice.

      (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default,  transmit by mail, first class postage prepaid, to the Holders
of the Capital Securities,  notices of all Events of Default actually known to a
Responsible  Officer of the  Guarantee  Trustee,  unless such defaults have been
cured before the giving of such notice,  provided,  however,  that the Guarantee
Trustee  shall be  protected  in  withholding  such  notice  if and so long as a
Responsible  Officer of the Guarantee  Trustee in good faith determines that the
withholding  of such  notice is in the  interests  of the Holders of the Capital
Securities.

      (b) The Guarantee Trustee shall not be charged with knowledge of any Event
of Default  unless the  Guarantee  Trustee shall have  received  written  notice
thereof  from  the  Guarantor  or a  Holder  of  the  Capital  Securities,  or a
Responsible  Officer of the Guarantee Trustee charged with the administration of
this Guarantee shall have actual knowledge thereof.

                                  ARTICLE III

                              THE GUARANTEE TRUSTEE

      SECTION 3.1 The Guarantee Trustee; Eligibility.

      (a) There shall at all times be a Guarantee Trustee which shall:

            (i) not be an Affiliate of the Guarantor; and

            (ii) be a corporation  or national  association  organized and doing
      business  under  the laws of the  United  States of  America  or any state
      thereof or of the District of Columbia,  or Person  authorized  under such
      laws to exercise  corporate  trust powers,  having a combined  capital and
      surplus of at least 50 million U.S. dollars ($50,000,000),  and subject to
      supervision  or  examination  by  federal,  state or  District of Columbia
      authority.  If such corporation or national association  publishes reports
      of condition at least annually,  pursuant to law or to the requirements of
      the supervising or examining  authority  referred to above,  then, for the
      purposes of this Section  3.1(a)(ii),  the combined capital and surplus of
      such  corporation  or  national  association  shall  be  deemed  to be its
      combined  capital and  surplus as set forth in its most  recent  report of
      condition so published.

      (b) If at any time the Guarantee  Trustee shall cease to be eligible to so
act under Section 3.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set forth in Section 3.2(c).

      (c)  If the  Guarantee  Trustee  has or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee  Trustee shall either  eliminate such interest or resign to the extent
and in the manner provided by, and subject to, this Guarantee.


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      SECTION 3.2 Appointment, Removal and Resignation of the Guarantee Trustee.

      (a) Subject to Section 3.2(b),  the Guarantee  Trustee may be appointed or
removed  without  cause at any time by the  Guarantor  except during an Event of
Default.

      (b) The Guarantee  Trustee shall not be removed in accordance with Section
3.2(a) until a Successor  Guarantee  Trustee has been appointed and has accepted
such  appointment by written  instrument  executed by such  Successor  Guarantee
Trustee and delivered to the Guarantor.

      (c) The  Guarantee  Trustee  appointed to office shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed or until its removal or
resignation.  The  Guarantee  Trustee may resign from office  (without  need for
prior or subsequent  accounting)  by an  instrument  in writing  executed by the
Guarantee  Trustee and delivered to the Guarantor,  which  resignation shall not
take effect  until a Successor  Guarantee  Trustee  has been  appointed  and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

      (d) If no  Successor  Guarantee  Trustee  shall  have been  appointed  and
accepted  appointment  as  provided  in this  Section  3.2  within 60 days after
delivery of an  instrument  of removal or  resignation,  the  Guarantee  Trustee
resigning or being removed may petition any court of competent  jurisdiction for
appointment of a Successor  Guarantee Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any, as it may deem  proper,  appoint a Successor
Guarantee Trustee.

      (e) No Guarantee  Trustee shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.

      (f) Upon  termination  of this  Guarantee or removal or resignation of the
Guarantee  Trustee  pursuant to this Section 3.2, the Guarantor shall pay to the
Guarantee  Trustee all amounts owing to the Guarantee Trustee under Sections 7.2
and 7.3 accrued to the date of such termination, removal or resignation.

                                   ARTICLE IV

                                    GUARANTEE

      SECTION 4.1 Guarantee.

      (a) The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without  duplication of amounts  theretofore
paid by the Issuer),  as and when due, regardless of any defense (except defense
of payment by the Issuer),  right of set-off or counterclaim that the Issuer may
have or assert.  The Guarantor's  obligation to make a Guarantee  Payment may be
satisfied  by direct  payment of the  required  amounts by the  Guarantor to the
Holders or by causing the Issuer to pay such amounts to the Holders.


                                       9
<PAGE>


      (b) The Guarantor  hereby also agrees to assume any and all Obligations of
the Issuer and in the event any such  Obligation  is not so assumed,  subject to
the  terms  and  conditions   hereof,   the  Guarantor  hereby  irrevocably  and
unconditionally  guarantees to each  Beneficiary  the full payment,  when and as
due,  of any and  all  Obligations  to such  Beneficiaries.  This  Guarantee  is
intended to be for the Beneficiaries who have received notice hereof.

      SECTION 4.2 Waiver of Notice and Demand.

      The Guarantor  hereby waives notice of acceptance of this Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding  first  against the Issuer or any other Person
before proceeding against the Guarantor,  protest, notice of nonpayment,  notice
of dishonor, notice of redemption and all other notices and demands.

      SECTION 4.3 Obligations Not Affected.

      The obligations,  covenants,  agreements and duties of the Guarantor under
this  Guarantee  shall  in no way be  affected  or  impaired  by  reason  of the
happening from time to time of any of the following:

      (a) the  release or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant,  term or condition  relating to the Capital Securities to be performed
or observed by the Issuer;

      (b) the  extension  of time for the  payment  by the  Issuer of all or any
portion of the  Distributions,  the price  payable  upon the  redemption  of the
Capital Securities, the Liquidation Distribution or any other sums payable under
the terms of the Capital Securities or the extension of time for the performance
of any other  obligation  under,  arising  out of, or in  connection  with,  the
Capital  Securities  (other  than an  extension  of time for the  payment of the
Distributions,  the price payable upon the redemption of the Capital Securities,
the  Liquidation  Distribution  or other  sums  payable  that  results  from the
extension of any interest payment period on the Debentures);

      (c) any failure,  omission,  delay or lack of diligence on the part of the
Holders to enforce,  assert or exercise  any right,  privilege,  power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;

      (d) the voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

      (e) any invalidity of, or defect or deficiency in, the Capital Securities;

      (f) the  settlement or compromise of any obligation  guaranteed  hereby or
hereby incurred; or


                                       10
<PAGE>


      (g) any other  circumstance  whatsoever that might otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  4.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

      There shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

      SECTION 4.4 Rights of Holders.

      (a) The  Holders  of a  Majority  in  liquidation  amount  of the  Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee  Trustee in respect of this
Guarantee  or to direct the  exercise of any trust or power  conferred  upon the
Guarantee  Trustee under this  Guarantee;  provided,  however,  that (subject to
Sections 2.1 and 2.2) the  Guarantee  Trustee shall have the right to decline to
follow any such  direction if the  Guarantee  Trustee shall  determine  that the
actions so directed would be unjustly prejudicial to the Holders not taking part
in such  direction or if the  Guarantee  Trustee  being advised by legal counsel
determines  that the action or  proceeding so directed may not lawfully be taken
or if the Guarantee Trustee in good faith by its board of directors or trustees,
executive  committee  or a trust  committee  of  directors  or  trustees  and/or
Responsible  Officers shall  determine that the action or proceeding so directed
would involve the Guarantee Trustee in personal liability.

      (b) Any Holder of Capital  Securities  may  institute  a legal  proceeding
directly  against the Guarantor to enforce the Guarantee  Trustee's rights under
this Guarantee, without first instituting a legal proceeding against the Issuer,
the  Guarantee  Trustee or any other Person.  The Guarantor  waives any right or
remedy to require that any such action be brought first against the Issuer,  the
Guarantee Trustee or any other Person before so proceeding  directly against the
Guarantor.

      SECTION 4.5 Guarantee of Payment.

      This Guarantee creates a guarantee of payment and not of collection.

      SECTION 4.6 Subrogation.

      The Guarantor shall be subrogated to all (if any) rights of the Holders of
Capital  Securities  against the Issuer in respect of any  amounts  paid to such
Holders by the  Guarantor  under this  Guarantee;  provided,  however,  that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise  any right that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under this  Guarantee,  if, after giving effect to any such
payment,  any amounts  are due and unpaid  under this  Guarantee.  If any amount
shall be paid to the  Guarantor  in  violation of the  preceding  sentence,  the
Guarantor  agrees to hold such  amount in trust for the  Holders and to pay over
such amount to the Holders.


                                       11
<PAGE>


      SECTION 4.7 Independent Obligations.

      The Guarantor  acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Capital Securities and that
the  Guarantor  shall be liable as  principal  and as debtor  hereunder  to make
Guarantee Payments pursuant to the terms of this Guarantee  notwithstanding  the
occurrence of any event referred to in subsections  (a) through (g),  inclusive,
of Section 4.3 hereof.

      SECTION 4.8 Enforcement.

      A Beneficiary  may enforce the  Obligations of the Guarantor  contained in
Section  4.1(b)  directly  against the Guarantor,  and the Guarantor  waives any
right or remedy to require that any action be brought  against the Issuer or any
other person or entity before proceeding against the Guarantor.

      The  Guarantor  shall  be  subrogated  to  all  rights  (if  any)  of  any
Beneficiary   against  the  Issuer  in  respect  of  any  amounts  paid  to  the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under  this  Guarantee,  if,  after  giving  effect to such
payment,  any amounts  are due and unpaid  under this  Guarantee.  If any amount
shall be paid to the  Guarantor  in  violation of the  preceding  sentence,  the
Guarantor agrees to hold such amount in trust for the  Beneficiaries  and to pay
over such amount to the Beneficiaries.

                                   ARTICLE V

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

      SECTION 5.1 Limitation of Transactions.

      So long as any Capital Securities remain  outstanding,  if (a) there shall
have  occurred and be  continuing  an Event of Default or (b)  Debenture  Issuer
shall have  selected an Extension  Period as provided in the  Indenture and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (x) declare or pay any dividends or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Guarantor's  capital stock, (y) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Guarantor that rank in all respects pari passu with or junior in interest to the
Debentures  or (z) make any payment under any  guarantees of the Guarantor  that
rank in all  respects  pari passu with or junior in interest  to this  Guarantee
(other than (i)  repurchases,  redemptions  or other  acquisitions  of shares of
capital stock of the Guarantor (A) in connection  with any employment  contract,
benefit plan or other similar arrangement with or for the benefit of one or more
employees,  officers,  directors,  or  consultants,  (B)  in  connection  with a
dividend  reinvestment  or stockholder  stock purchase plan or (C) in connection
with the issuance of capital stock of the Guarantor (or  securities  convertible
into or exercisable for such capital stock),  as consideration in an acquisition
transaction  entered into prior to the occurrence of the Event of Default or the
applicable  Extension Period,  (ii) as a result of any exchange or conversion of
any class or series of the Guarantor's  capital stock (or any capital stock of a
subsidiary of the Guarantor) for any class or series of the Guarantor's  capital
stock or of any class or series of the Guarantor's indebtedness for any class or
series of the  Guarantor's  capital  stock,  (iii) the  purchase  of  fractional
interests in shares of the Guarantor's  capital stock pursuant to the conversion
or exchange  provisions of such capital stock or the security being converted or
exchanged,   (iv)  any   declaration  of  a  dividend  in  connection  with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior in  interest  to such
stock).


                                       12
<PAGE>


      SECTION 5.2 Ranking.

      This  Guarantee will  constitute an unsecured  obligation of the Guarantor
and will rank  subordinate  and junior in right of payment  to all  present  and
future Senior  Indebtedness  (as defined in the Indenture) of the Guarantor.  By
their  acceptance  thereof,  each  Holder of  Capital  Securities  agrees to the
foregoing provisions of this Guarantee and the other terms set forth herein.

                                   ARTICLE VI

                                   TERMINATION

      SECTION 6.1 Termination.

      This Guarantee shall terminate as to the Capital  Securities (i) upon full
payment of the price  payable upon  redemption  of all Capital  Securities  then
outstanding,  (ii) upon the distribution of all of the Debentures to the Holders
of all of the  Capital  Securities  or (iii) upon full  payment  of the  amounts
payable in accordance with the Declaration upon dissolution of the Issuer.  This
Guarantee will continue to be effective or will be  reinstated,  as the case may
be, if at any time any Holder of Capital  Securities must restore payment of any
sums paid under the Capital Securities or under this Guarantee.

                                  ARTICLE VII

                                 INDEMNIFICATION

      SECTION 7.1 Exculpation.

      (a) No Indemnified  Person shall be liable,  responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission of such Indemnified Person in
good  faith  in  accordance  with  this  Guarantee  and in a  manner  that  such
Indemnified  Person reasonably  believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that an
Indemnified  Person shall be liable for any such loss,  damage or claim incurred
by reason of such Indemnified  Person's  negligence,  willful  misconduct or bad
faith with respect to such acts or omissions.


                                       13
<PAGE>


      (b) An  Indemnified  Person  shall be fully  protected  in relying in good
faith upon the records of the Issuer or the Guarantor and upon such information,
opinions,  reports or statements presented to the Issuer or the Guarantor by any
Person as to matters the Indemnified Person reasonably  believes are within such
other Person's  professional  or expert  competence and who, if selected by such
Indemnified  Person,  has been selected with reasonable care by such Indemnified
Person, including information,  opinions,  reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  Distributions  to
Holders of Capital Securities might properly be paid.

      SECTION 7.2 Indemnification.

      (a) The Guarantor agrees to indemnify each Indemnified  Person for, and to
hold each  Indemnified  Person harmless  against,  any and all loss,  liability,
damage, claim or expense incurred without negligence,  willful misconduct or bad
faith on the part of the  Indemnified  Person,  arising out of or in  connection
with  the  acceptance  or  administration  of the  trust  or  trusts  hereunder,
including but not limited to the costs and expenses (including  reasonable legal
fees and  expenses) of the  Indemnified  Person  defending  itself  against,  or
investigating,  any  claim or  liability  in  connection  with the  exercise  or
performance of any of the Indemnified  Person's powers or duties hereunder.  The
obligation  to  indemnify  as set forth in this  Section  7.2 shall  survive the
resignation  or removal of the  Guarantee  Trustee and the  termination  of this
Guarantee.

      (b) Promptly after receipt by an Indemnified Person under this Section 7.2
of notice of the commencement of any action,  such Indemnified Person will, if a
claim in respect  thereof is to be made against the Guarantor under this Section
7.2,  notify  the  Guarantor  in writing of the  commencement  thereof;  but the
failure so to notify the  Guarantor  (i) will not  relieve  the  Guarantor  from
liability  under paragraph (a) above unless and to the extent that the Guarantor
did  not  otherwise  learn  of such  action  and  such  failure  results  in the
forfeiture  by the  Guarantor of  substantial  rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person  other than the  indemnification  obligation  provided in  paragraph  (a)
above.  The Guarantor  shall be entitled to appoint  counsel of the  Guarantor's
choice at the  Guarantor's  expense to represent the  Indemnified  Person in any
action for which  indemnification  is sought (in which case the Guarantor  shall
not thereafter be responsible for the fees and expenses of any separate  counsel
retained  by the  Indemnified  Person or  Persons  except  as set forth  below);
provided,  however,  that such counsel shall be  satisfactory to the Indemnified
Person. Notwithstanding the Guarantor's election to appoint counsel to represent
the  Indemnified  Person in any action,  the  Indemnified  Person shall have the
right to employ separate counsel  (including  local counsel),  and the Guarantor
shall bear the reasonable fees, costs and expenses of such separate counsel,  if
(i) the use of counsel  chosen by the  Guarantor  to represent  the  Indemnified
Person would  present such counsel with a conflict of interest,  (ii) the actual
or  potential  defendants  in, or targets of, any such action  include  both the
Indemnified  Person and the  Guarantor  and the  Indemnified  Person  shall have
reasonably  concluded  that there may be legal  defenses  available to it and/or
other  Indemnified  Persons  which are  different  from or  additional  to those
available to the Guarantor,  (iii) the Guarantor shall not have employed counsel
satisfactory  to the  Indemnified  Person to represent  the  Indemnified  Person
within a reasonable  time after notice of the institution of such action or (iv)
the Guarantor shall authorize the Indemnified  Person to employ separate counsel
at the  expense of the  Guarantor.  The  Guarantor  will not,  without the prior
written consent of the Indemnified  Persons,  settle or compromise or consent to
the entry of any  judgment  with  respect to any  pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought  hereunder  (whether or not the Indemnified  Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent  includes an unconditional  release of each Indemnified  Person from all
liability arising out of such claim, action, suit or proceeding.


                                       14
<PAGE>


      SECTION 7.3 Compensation; Reimbursement of Expenses.

      The Guarantor agrees:

      (a) to pay to the  Guarantee  Trustee from time to time such  compensation
for all services  rendered by it  hereunder  as the parties  shall agree to from
time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

      (b) except as  otherwise  expressly  provided  herein,  to  reimburse  the
Guarantee  Trustee upon request for all reasonable  expenses,  disbursements and
advances  incurred  or made  by it in  accordance  with  any  provision  of this
Guarantee   (including  the  reasonable   compensation   and  the  expenses  and
disbursements of its agents and counsel), except any such expense,  disbursement
or advance as may be attributable to the negligence,  willful  misconduct or bad
faith of the Guarantee Trustee.

      The  provisions  of this  Section  7.3 shall  survive the  resignation  or
removal of the Guarantee Trustee and the termination of this Guarantee.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.1 Successors and Assigns.

      All guarantees and agreements  contained in this Guarantee  shall bind the
successors,  assigns,  receivers,  trustees and representatives of the Guarantor
and shall inure to the benefit of the  Holders of the  Capital  Securities  then
outstanding.  Except  in  connection  with any  merger or  consolidation  of the
Guarantor  with or into  another  entity or any sale,  transfer  or lease of the
Guarantor's assets to another entity, in each case to the extent permitted under
the  Indenture,  the  Guarantor  may not  assign  its  rights  or  delegate  its
obligations  under this Guarantee without the prior approval of the Holders of a
Majority in liquidation amount of the Capital Securities.


                                       15
<PAGE>


      SECTION 8.2 Amendments.

      Except  with  respect  to any  changes  that do not  adversely  affect the
powers, preferences, rights or interests of Holders of the Capital Securities in
any material  respect (in which case no approval of Holders  will be  required),
this  Guarantee may be amended only with the prior  approval of the Holders of a
Majority in liquidation amount of the Capital Securities.  The provisions of the
Declaration with respect to amendments  thereof shall apply equally with respect
to amendments of the Guarantee.

      SECTION 8.3 Notices.

      All notices  provided  for in this  Guarantee  shall be in  writing,  duly
signed by the party giving such notice,  and shall be  delivered,  telecopied or
mailed by first class mail, as follows:

      (a) if given to the Guarantee Trustee,  at the Guarantee Trustee's mailing
address set forth below (or such other address as the Guarantee Trustee may give
notice of to the Holders of the Capital  Securities):  Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington,  Delaware 19890-0001,
Attention: Corporate Trust Administration,  Telecopy:  302-651-8882,  Telephone:
302-651-1000;

      (b) if given to the  Guarantor,  at the  Guarantor's  mailing  address set
forth below (or such other  address as the  Guarantor  may give notice of to the
Holders of the Capital Securities and to the Guarantee Trustee): Center Bancorp,
Inc.,  2455  Morris  Avenue,  Union,  New Jersey  07083,  Attention:  Anthony C.
Weagley, Telecopy: (908) 810-7304, Telephone: (908) 206-2886; or

      (c) if given to any Holder of the Capital  Securities,  at the address set
forth on the books and records of the Issuer.

      All such  notices  shall be deemed to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

      SECTION 8.4 Benefit.

      This  Guarantee  is solely for the  benefit of the  Holders of the Capital
Securities and, subject to Section 2.1(a),  is not separately  transferable from
the Capital Securities.

      SECTION 8.5 Governing Law.

      THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO CONFLICT OF LAW PRINCIPLES OF
SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


                                       16
<PAGE>


      SECTION 8.6 Counterparts.

      This Guarantee may contain more than one counterpart of the signature page
and this  Guarantee  may be executed by the  affixing  of the  signature  of the
Guarantor and the Guarantee Trustee to any of such counterpart  signature pages.
All of such  counterpart  signature  pages shall be read as though one, and they
shall have the same force and effect as though all of the  signers  had signed a
single signature page.



                                       17
<PAGE>



      THIS GUARANTEE is executed as of the day and year first above written.


                                           CENTER BANCORP, INC.,
                                           as Guarantor

                                           By:
                                              -------------------------------
                                              Name:
                                              Title:



                                           WILMINGTON TRUST COMPANY,
                                           as Guarantee Trustee

                                           By:
                                              -------------------------------
                                              Name:
                                              Title:



                                       18