REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "AGREEMENT") is made and
entered into as of September 29, 2004, by and among Center Bancorp,  Inc., a New
Jersey corporation (the "COMPANY"),  and the investors  signatory hereto (each a
"PURCHASER" and collectively, the "PURCHASERS").

            This  Agreement is made  pursuant to the Stock  Purchase  Agreement,
dated as of the date hereof, among the Company and the Purchasers (the "PURCHASE
AGREEMENT").

            NOW,  THEREFORE,  IN CONSIDERATION of the mutual covenants contained
in this Agreement,  and for other good and valuable  consideration,  the receipt
and adequacy of which are hereby  acknowledged,  the Company and the  Purchasers
agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the respective meanings set forth in this Section 1:

            "Effective  Date"  means  the date that the  Registration  Statement
filed  pursuant  to  Section  2(a)  hereof is first  declared  effective  by the
Commission.

            "Effectiveness   Date"  means:  (a)  with  respect  to  the  initial
Registration  Statement  required to be filed to cover the resale by the Holders
of the Registrable  Securities,  the earlier of: (i) the 120th day following the
Closing  Date and (ii) the fifth  Trading  Day  following  the date on which the
Company is notified by the Commission  that the initial  Registration  Statement
will not be reviewed or is no longer subject to further review and comments, and
(b) with respect to any additional  Registration Statements that may be required
pursuant to Section 2(a) hereof, the earlier of: (i) the 120th day following the
date on which the Company  first knows,  or reasonably  should have known,  that
such additional  Registration  Statement is required under such Section and (ii)
the fifth Trading Day following the date on which the Company is notified by the
Commission that such additional  Registration  Statement will not be reviewed or
is no longer subject to further review and comments.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "Filing  Date" means:  (a) with respect to the initial  Registration
Statement  required  to be filed to  cover  the  resale  by the  Holders  of the
Registrable  Securities,  the 30th day following the Closing Date,  and (b) with
respect to any additional  Registration Statements that may be required pursuant
to Section 2(a)  hereof,  the 30th day  following  the date on which the Company
first knows, or reasonably should have known, that such additional  Registration
Statement is required under such Section.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.
<PAGE>

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus   included  in  a  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities  covered by a Registration  Statement,  and all other  amendments and
supplements to the Prospectus,  including,  without  limitation,  post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated by reference in such Prospectus.

            "Registrable  Securities"  means the Shares  issued  pursuant to the
Purchase  Agreement,  together with any securities issued or issuable in respect
of such Shares (including, without limitation, upon any stock split, dividend or
other distribution,  merger, consolidation,  recapitalization or similar event),
but only if and so long as they have not been sold  pursuant  to a  Registration
Statement or in a sale exempt from registration pursuant to Rule 144.

            "Registration Statement" means each of the following: (i) an initial
registration  statement  which  is  required  to  register  the  resale  of  the
Registrable Securities, and (ii) each additional registration statement, if any,
contemplated  by Section 2(a),  and  including,  in each case,  the  Prospectus,
amendments and  supplements to each such  registration  statement or Prospectus,
including pre- and  post-effective  amendments,  all exhibits  thereto,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shares" shall have the meaning set forth in the Purchase Agreement.


                                      -2-
<PAGE>

      2. Registration.

            (a) On or prior to each Filing Date,  the Company  shall prepare and
file with the  Commission a  Registration  Statement  covering the resale of all
Registrable  Securities  not  already  covered  by  an  existing  and  effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form S-3  (except if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3,  in which case such  registration  shall be on another  appropriate
form for such purpose) and shall contain (subject to such modification as may be
required  pursuant to written comments received from the staff of the Commission
upon a  review  of such  Registration  Statement)  the  "Plan  of  Distribution"
attached hereto as Annex A. The Company shall use its reasonable best efforts to
cause the Registration  Statement to be declared  effective under the Securities
Act as soon as possible but, in any event, no later than the Effectiveness Date,
and shall use its  reasonable  best efforts to keep the  Registration  Statement
continuously  effective  under the  Securities  Act until the date  which is two
years after the date that the  Registration  Statement is declared  effective by
the Commission or such earlier date when all Registrable  Securities  covered by
the Registration Statement have been sold or may be sold without volume or other
restrictions pursuant to Rule 144(k) as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the  Company's  transfer  agent and the  affected  Holders  (the  "EFFECTIVENESS
PERIOD"). It is agreed and understood that the Company shall, from time to time,
be  obligated  to  file  an  additional  Registration  Statement  to  cover  any
Registrable  Securities  which  are not  registered  for  resale  pursuant  to a
pre-existing  Registration  Statement (e.g.,  following the receipt of a request
from a Holder,  whose  Registrable  Securities are not so registered for resale,
that the Holder's Registrable Securities be registered for resale).

            (b) If: (i) a Registration Statement is not filed on or prior to its
Filing Date (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)),
or (ii) a Registration  Statement is not declared effective by the Commission on
or prior to its required  Effectiveness Date, or (iii) after its Effective Date,
such  Registration  Statement or related  Prospectus ceases for any reason to be
available to the Holders as to all Registrable  Securities the offer and sale of
which  it is  required  to cover at any  time  prior  to the  expiration  of its
Effectiveness Period (whether due to the Registration  Statement ceasing for any
reason to be effective or because use of the  Prospectus  has been suspended for
any reason, including, without limitation,  pursuant to Section 3(j) hereof) for
an  aggregate  of more than 20  consecutive  Trading  Days or an aggregate of 40
Trading  Days (which need not be  consecutive)  in any twelve  month period (any
such  failure or breach  being  referred to as an "EVENT,"  and for  purposes of
clauses  (i) or (ii) the date on which such Event  occurs,  or for  purposes  of
clause (iii) the date which such 20  consecutive  or 40 Trading  Day-period  (as
applicable) is exceeded,  being referred to as "EVENT DATE"),  then, in addition
to any other rights available to the Holders: (x) on such Event Date the Company
shall pay to each Holder an amount in cash, as  liquidated  damages and not as a
penalty,  equal  to 1% of the  aggregate  purchase  price  paid by  such  Holder
pursuant to the Purchase Agreement;  and (y) on each monthly anniversary of each
such Event Date  thereof (if the  applicable  Event shall not have been cured by
such date,  subject to pro rata  payment  pursuant to the last  sentence of this
Section 2(b)) until the applicable Event is cured, the Company shall pay to each
Holder an additional amount in cash, as liquidated damages and not as a penalty,
equal to 1.5% of the aggregate  purchase  price paid by such Holder  pursuant to
the Purchase Agreement, provided, that all periods shall be tolled, with respect
to a Holder,  by the number of Trading  Days in excess of ten (10) during  which
such Holder fails to provide the Company with information  regarding such Holder
which was requested by the Company in order to effect the  registration  of such
Holder's Registrable  Securities  (provided further,  that in the event that the
Commission's  staff takes the  position in written  comments to the Company that
such  failure  precludes  such staff from  declaring  a  Registration  Statement
effective,  then such  Holder's  Registrable  Securities  may be excluded by the
Company from such Registration Statement).  It shall be a condition precedent to
the  obligations of the Company to pay any liquidated  damages  pursuant to this
Section 2 with  respect to the  Registrable  Securities  of any Holder that such
Holder shall furnish to the Company such  information  regarding  itself and the
Registrable  Securities  held by it. If the Company fails to pay any  liquidated
damages  pursuant  to this  Section  in full  within  seven  days after the date
payable,  the Company will pay  interest  thereon at a rate of 12% per annum (or
such lesser  maximum  amount that is permitted to be paid by applicable  law) to
the Holder,  accruing daily from the date such liquidated  damages are due until
such amounts,  plus all such interest thereon,  are paid in full. The liquidated
damages  pursuant  to the terms  hereof  shall apply on a pro rata basis for any
portion of a month prior to the cure of an Event. Notwithstanding the foregoing,
after such time as the  Company  shall have  become  obligated  pursuant to this
Section 3(b) to any Holder to make payments (and shall have made such  payments)
in the aggregate  (excluding for such purposes payments of any interest thereon)
of 5.0% of the  aggregate  Investment  Amount  paid by such  Holder  for  Shares
pursuant to the Purchase Agreement,  then the amount of liquidated damages to be
calculated in accordance  with the above  sentences  shall  thereafter  for such
Holder be reduced  from 1.0% to 0.5% and from 1.5% to 1.0%,  respectively,  with
respect to all such  liquidated  damages  (other  than with  respect to interest
thereon)  accruing in excess of 5.0% of the aggregate  Investment Amount paid by
such Holder for such Shares.


                                      -3-
<PAGE>

      3. Registration Procedures

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a) Not less than five (5)  Trading  Days  prior to the  filing of a
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the Company shall furnish to the Holders  copies of all such documents
proposed  to  be  filed  which  documents  (other  than  those  incorporated  by
reference) will be subject to the review of such Holders.  The Company shall not
file a  Registration  Statement  or any such  Prospectus  or any  amendments  or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities shall reasonably object in writing in good faith unless and until the
Company shall have reasonably responded to the written comments of such Holders,
including,  without  limitation,  by making  such  changes to such  Registration
Statement or any related Prospectus or any amendment thereto as are necessary to
reasonably address such objection.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to each  Registration  Statement and the
Prospectus  used in  connection  therewith  as may be necessary to (x) keep such
Registration  Statement  continuously effective as to the applicable Registrable
Securities  for its  Effectiveness  Period,  and  (y)  include  any  Registrable
Securities  held by any person who becomes a successor  or assign of a Holder (a
"SUCCESSOR  HOLDER") in  accordance  with Section 6(e) hereof and Section 6.6 of
the Purchase  Agreement;  such amendment shall be filed promptly after notice of
transfer by a Holder to such  Successor  Holder has been provided to the Company
(provided,  that if the inclusion of Registrable  Securities held by a Successor
Holder may be accomplished by a Prospectus supplement,  the Company may, in lieu
of filing an amendment to the Registration Statement,  promptly prepare and file
pursuant  to Rule  424 such  prospectus  supplement);  (ii)  cause  the  related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 424;  (iii)
respond as promptly as reasonably possible,  and in any event within ten Trading
Days,  to any  comments  received  from  the  Commission  with  respect  to each
Registration  Statement or any amendment  thereto and, as promptly as reasonably
possible provide the Holders true and complete copies of all correspondence from
and to the Commission  relating to such Registration  Statement that pertains to
the Holders as Selling  Stockholders  but not any comments  that would result in
the disclosure to the Holders of material and non-public  information concerning
the  Company;  (iv)  prepare  and  file  with  the  Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities;  and (v) comply in all material respects with
the  provisions of the  Securities Act and the Exchange Act with respect to each
Registration Statement and the disposition of all Registrable Securities covered
by each Registration Statement.


                                      -4-
<PAGE>

            (c) Notify the  Holders  in writing no later than two  Trading  Days
following the day (i)(A) when the Commission  notifies the Company whether there
will be a "review" of such  Registration  Statement and whenever the  Commission
comments in writing on such Registration Statement (the Company shall provide to
each of the Holders true and complete  copies thereof and all written  responses
thereto  that pertain to the Holders as Selling  Stockholders  or to the Plan of
Distribution,  but not information which the Company  reasonably  believes would
constitute  material and non-public  information);  and (B) with respect to each
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the  Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or  Prospectus  or for  additional  information  that pertains to the Holders as
Selling  Stockholders or the Plan of Distribution;  (iii) of the issuance by the
Commission of any stop order  suspending  the  effectiveness  of a  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) of the  receipt by the Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (v) subject to Section  3(j),  of the  occurrence  of any event or
passage of time that makes the financial  statements  included in a Registration
Statement  ineligible  for  inclusion  therein  or any  statement  made  in such
Registration  Statement or Prospectus or any document  incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions to such  Registration  Statement,  Prospectus  or other
documents so that, in the case of such Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.


                                      -5-
<PAGE>

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued,  to obtain the withdrawal of (i) any order suspending the  effectiveness
of a Registration  Statement,  or (ii) any suspension of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (e) Furnish to each Holder,  without charge,  at least one conformed
copy of each Registration  Statement and each amendment thereto and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

            (f) Promptly deliver to each Holder,  without charge, as many copies
of each Prospectus or Prospectuses  and each amendment or supplement  thereto as
such Holders may reasonably  request.  The Company hereby consents to the use of
such Prospectus and each amendment or supplement  thereto by each of the selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

            (g) Prior to any public offering of Registrable Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders in connection with the registration or qualification  (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the  securities  or Blue Sky laws of those  jurisdictions  within the
United States identified by each Purchaser on such Purchaser's signature page to
the  Purchase  Agreement to keep each such  registration  or  qualification  (or
exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things  necessary or advisable  to enable the  disposition  in
such  jurisdictions  of the Registrable  Securities  covered by the Registration
Statements;  provided,  that  the  Company  shall  not be  required  to  qualify
generally to do business or file a general  consent to service of process in any
jurisdiction  where it is not then so  qualified  or subject  the Company to any
material tax in any such jurisdiction where it is not then so subject .

            (h) Cooperate with the Holders to facilitate the timely  preparation
and delivery of certificates representing Registrable Securities to be delivered
to a purchaser pursuant to the Registration Statements, which certificates shall
be free of all restrictive legends, and to enable such Registrable Securities to
be in such  denominations  and  registered in such names as any such Holders may
request.

            (i)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), as promptly as reasonably possible,  prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.


                                      -6-
<PAGE>

            (j) The Company may require  each  selling  Holder to furnish to the
Company a  certified  statement  as to the  number  of  shares  of Common  Stock
beneficially  owned by such Holder and any Affiliate thereof and as to any other
information for such Holder which the Commission requires to be disclosed in any
Registration Statements. For not more than twenty (20) consecutive days or for a
total of not more than  forty (40) days in any twelve  (12)  month  period,  the
Company  may  suspend the use of any  Prospectus  included  in any  Registration
Statement in connection with any of the events described in Section 3(c)(ii)-(v)
(an "ALLOWED DELAY");  provided,  that the Company shall promptly (a) notify the
Holders in  writing  of the  existence  of (but in no event,  without  the prior
written  consent of a Holder,  shall the Company  disclose to such Holder any of
the facts or circumstances  regarding)  material  non-public  information giving
rise to an Allowed  Delay,  (b) advise the Holders in writing to cease all sales
under the Registration  Statement until the end of the Allowed Delay and (c) use
reasonable efforts to terminate an Allowed Delay as promptly as practicable. The
periods set forth in Section 2(b) shall not be tolled during any Allowed Delay.

            (k)  Comply  with  all  applicable  rules  and  regulations  of  the
Commission.

      4. Registration  Expenses. All fees and expenses incident to the Company's
performance of its obligation  under this Agreement  (excluding any underwriting
discounts  and  selling  commissions  and all legal fees and  expenses  of legal
counsel for any Holder,  other than one counsel  designated by the Holders of no
less than a majority of the Registrable Securities then outstanding,  whose fees
and expenses shall be borne by the Company up to an aggregate amount of $20,000)
shall be borne by the Company whether or not any Registrable Securities are sold
pursuant to a Registration  Statement.  The fees and expenses referred to in the
foregoing sentence shall include,  without limitation,  (i) all registration and
filing fees (including, without limitation, fees and expenses (A) payable to the
Commission in connection with the filing of a Registration  Statement,  (B) with
respect  to filings  required  to be made with the  Trading  Market on which the
Common Stock is then listed for trading,  and (C) in compliance  with applicable
state securities or Blue Sky laws), (ii) printing expenses  (including,  without
limitation,  expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the  holders  of a  majority  of  the  Registrable  Securities  included  in the
Registration Statement), (iii) messenger,  telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company,  (v) Securities Act liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the  transactions  contemplated by this Agreement.  In addition,  the Company
shall be  responsible  for all of its internal  expenses  incurred in connection
with  the  consummation  of the  transactions  contemplated  by  this  Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing legal or accounting duties),  the expense of any annual or
other  audit or review of its  financial  statements  and the fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.


                                      -7-
<PAGE>

      5. Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder, the officers,  directors,  agents,  investment advisors,  partners,
members,  shareholders  and employees of each of them,  each Person who controls
any such  Holder  (within  the  meaning of Section 15 of the  Securities  Act or
Section  20 of the  Exchange  Act)  and  the  officers,  directors,  agents  and
employees of each such  controlling  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,   damages,
liabilities,   costs  (including,   without  limitation,   reasonable  costs  of
preparation  and  reasonable   attorneys'  fees)  and  expenses   (collectively,
"LOSSES"),  as  incurred,  arising  out of or  relating to any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any
Prospectus  or in any  amendment  or  supplement  thereto or in any  preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein (in the case of any  Prospectus  or supplement  thereto,  in
light of the circumstances under which they were made) not misleading, except to
the extent,  but only to the extent (1) that such untrue statements or omissions
are based solely upon information  regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly for use in the  Registration  Statement (it
being understood that each Holder has approved Annex A hereto for this purpose),
such Prospectus or in any amendment or supplement thereto,  (2) arising from any
offer or sale of Registrable Securities during a period in which the Company has
suspended use of the Prospectus  pursuant to Section  3(c)(ii)-(v)  and of which
suspension  such Holder has been  provided  notice by the Company  prior to such
offer or sale, or (3) if such Holder fails to deliver,  within the time required
by the  Securities  Act, a Prospectus  that is amended or  supplemented,  to the
extent,  but  only  to  the  extent,   that  such  Prospectus,   as  amended  or
supplemented,  would have corrected the untrue  statement or omission or alleged
untrue  statement  or  omission  of a  material  fact  giving  rise to such Loss
contained in the Prospectus delivered by such Holder, so long as the Prospectus,
as amended or  supplemented,  has been  delivered  to such Holder by the Company
reasonably  prior to such time. The Company shall notify the Holders promptly of
the  institution,  threat or assertion of any Proceeding of which the Company is
aware in connection with the transactions contemplated by this Agreement.

            (b) Indemnification by Holders.  Each Holder shall,  notwithstanding
any termination of this Agreement, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act),  and the  directors,  officers,  agents or
employees  of such  controlling  Persons,  to the fullest  extent  permitted  by
applicable law, from and against all Losses, as incurred,  arising solely out of
or based solely upon:  any untrue  statement of a material fact contained in any
Registration  Statement,  any  Prospectus,  or in any  amendment  or  supplement
thereto,  or  arising  solely  out of or based  solely  upon any  omission  of a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  to the  extent,  but only to the  extent (1) that such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the  Registration  Statement (it being  understood that each Holder has approved
Annex A  hereto  for this  purpose),  such  Prospectus  or in any  amendment  or
supplement thereto, (2) arising from any offer or sale of Registrable Securities
during a  period  in which  the  Company  has  suspended  use of the  Prospectus
pursuant to Section  3(c)(ii)-(v)  and of which  suspension such Holder has been
provided  notice  by the  Company  prior to such  offer or sale,  or (3) if such
Holder  fails to  deliver,  within the time  required by the  Securities  Act, a
Prospectus  that is amended or  supplemented,  to the extent,  but solely to the
extent, that such Prospectus,  as amended or supplemented,  would have corrected
the untrue  statement or omission or alleged  untrue  statement or omission of a
material fact giving rise to such Loss contained in the Prospectus  delivered by
such Holder,  so long as the Prospectus,  as amended or  supplemented,  has been
delivered  to such Holder by the Company  reasonably  prior to such time.  In no
event shall the liability of any selling  Holder  hereunder be greater in amount
than the dollar amount of the net proceeds received by such Holder upon the sale
of the Registrable Securities giving rise to such indemnification obligation.


                                      -8-
<PAGE>

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "INDEMNIFYING  PARTY") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection  with the defense  thereof;  provided,
that the failure of any Indemnified  Party to give such notice shall not relieve
the  Indemnifying  Party of its  obligations  or  liabilities  pursuant  to this
Agreement,  except (and only) to the extent that it shall be finally  determined
by a court of  competent  jurisdiction  (which  determination  is not subject to
appeal  or  further  review)  that  such  failure  shall  have  proximately  and
materially adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the Indemnifying  Party),  provided,  that the  Indemnifying  Party shall not be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition  to  local  counsel)  at any  time  for all  Indemnified  Parties.  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which  any  Indemnified  Party  is or  could  have  been a  party,  unless  such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

            All reasonable fees and expenses of the Indemnified Party (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating  or defending such  Proceeding)  shall be paid to the  Indemnified
Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).


                                      -9-
<PAGE>

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an  Indemnified  Party (by reason of public policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such action, statement or omission.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

      6. Miscellaneous

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No  Piggyback on  Registrations.  Neither the Company nor any of
its  security  holders  (other than the  Purchasers  in such  capacity  pursuant
hereto) may include  securities  of the  Company in the  Registration  Statement
other than the Registrable Securities,  and the Company shall not after the date
hereof and until the Registration  Statement is declared  effective,  enter into
any  agreement  providing  any such right to any of its  security  holders.  The
Company has not previously  entered into any agreement granting any registration
rights with respect to any of its  securities  to any Person which have not been
fully satisfied.


                                      -10-
<PAGE>

            (c) Purchasers' Piggy-Back  Registrations.  If at any time after the
Filing Date and prior to the expiration of the Effectiveness Period there is not
an effective  Registration  Statement covering all of the Registrable Securities
and the Company  shall  determine  to prepare and file,  or has filed,  with the
Commission a registration  statement relating to an offering for its own account
or the  account  of  others  under  the  Securities  Act  of  any of its  equity
securities,  other than (i) on Form S-4 or Form S-8 (each as  promulgated  under
the Securities Act) or their then equivalents  relating to equity  securities to
be issued solely in connection with any acquisition of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans or (ii) on Form S-3 (as  promulgated  under the Securities Act) or
its then  equivalent  relating  to  equity  securities  to be  issued  solely in
connection  with the Company's  dividend  reinvestment  and stock purchase plan,
then the Company shall send to each Holder written notice of such  determination
and, if within fifteen days after receipt of such notice,  any such Holder shall
so request in writing, the Company shall include in such registration  statement
all or any  part of such  Registrable  Securities  such  Holder  requests  to be
registered,  subject to customary underwriter cutbacks applicable to all holders
of registration rights.

            (d)  Amendments  and Waivers.  No provision of this Agreement may be
waived or amended except in a written  instrument  signed by the Company and the
Holder  or  Holders  (as  applicable)  of no less  than a  majority  of the then
outstanding Registrable Securities. No waiver of any default with respect to any
provision,  condition or requirement  of this Agreement  shall be deemed to be a
continuing  waiver  in the  future or a waiver of any  subsequent  default  or a
waiver of any other provision,  condition or requirement  hereof,  nor shall any
delay or omission of either party to exercise any right  hereunder in any manner
impair the exercise of any such right.

            (e)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 5:00 p.m. (New York time) on
a Business Day and confirmation of such delivery is received,  (ii) the Business
Day after the date of transmission, if such notice or communication is delivered
via  facsimile at the facsimile  telephone  number  specified in this  Agreement
later  than 5:00 p.m.  (New York time) on any date and  earlier  than 11:59 p.m.
(New York time) on such date and  confirmation  of such  delivery  is  received,
(iii) the Business Day following the date of transmission, if sent by nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:

         If to the Company:         Center Bancorp, Inc.
                                    2455 Morris Avenue
                                    Union, NJ  07083-0007
                                    Telephone:  (908) 688-9500
                                    Facsimile:  (908) 687-4992
                                    Attention:  Chief Executive Officer


                                      -11-
<PAGE>

              With a copy to:       Lowenstein Sandler PC
                                    65 Livingston Avenue
                                    Roseland, New Jersey 07068
                                    Telephone:  (973) 597-2350
                                    Facsimile:  (973) 597-2351 (fax)
                                    Attention:  Peter H. Ehrenberg, Esquire


         If to a  Purchaser:        To the address set forth under such
                                    Purchaser's name on the signature pages
                                    hereto.

         If to any other Person who is then the registered Holder:

                                    To the address of such Holder as it appears
                                    in the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

            (f)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder, except to any surviving or successor corporation in connection with
a merger or consolidation of the Company with another corporation,  after notice
duly given by the  Company  in writing to each  Holder at least 20 days prior to
the  consummation  of such  transaction.  Each Holder may assign  such  Holder's
rights  hereunder  in the  manner  and to the  Persons  as  permitted  under the
Purchase Agreement

            (g) Execution and  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together  shall  constitute one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

            (h)  Governing  Law.  All  questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party agrees that all Proceedings concerning the interpretation, enforcement and
defense of the  transactions  contemplated  by this Agreement  (whether  brought
against a party hereto or its respective Affiliates, employees or agents) may be
commenced in the state and federal  courts sitting in the State of New York (the
"NEW  YORK  COURTS").  Each  party  hereto  hereby  irrevocably  submits  to the
non-exclusive  jurisdiction  of the New York Courts for the  adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein,  and hereby  irrevocably  waives,  and agrees not to
assert in any  Proceeding,  any claim that it is not  personally  subject to the
jurisdiction  of any New York Court,  or that such Proceeding has been commenced
in an improper or  inconvenient  forum.  Each party  hereto  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such  Proceeding by mailing a copy thereof via  registered or certified  mail or
overnight  delivery  (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably  waives, to
the fullest  extent  permitted by applicable  law, any and all right to trial by
jury in any  Proceeding  arising  out of or relating  to this  Agreement  or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any  provisions of this  Agreement,  then the  prevailing  party in such
Proceeding  shall be reimbursed by the other party for its  attorney's  fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such Proceeding.


                                      -12-
<PAGE>

            (i) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (j) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

            (k) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (l)  Independent  Nature of Holders'  Obligations  and  Rights.  The
obligations  of each  Holder  hereunder  is  several  and  not  joint  with  the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the  performance of the  obligations of any other Holder  hereunder.
Nothing contained herein or in any other agreement or document  delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto,  shall be
deemed to  constitute  the Holders as a  partnership,  an  association,  a joint
venture or any other kind of entity,  or create a  presumption  that the Holders
are in any way  acting  in  concert  with  respect  to such  obligations  or the
transactions  contemplated by this Agreement.  Each Holder  acknowledges that no
other  Holder  has  acted  as agent  for  such  Holder  in  connection  with the
investment contemplated by the Purchase Agreement and this Agreement and that no
Holder will be acting as agent of such Holder in connection  with monitoring its
investment  in  the  Shares  or  enforcing  its  rights  under  the  Transaction
Documents.  Each  Holder  shall be  entitled  to protect and enforce its rights,
including  without  limitation the rights arising out of this Agreement,  and it
shall not be necessary for any other Holder to be joined as an additional  party
in any proceeding for such purpose.


                                      -13-
<PAGE>

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]


                                      -14-
<PAGE>

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


                               CENTER BANCORP, INC.


                               By:    /s/ Anthony C. Weagley
                               Name:  Anthony C. Weagley
                               Title: Vice President and Treasurer


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                    SIGNATURE PAGES OF PURCHASERS TO FOLLOW]


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
<PAGE>

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

                                  PURCHASERS:

                                  BANC FUNDS V
                                  By:  /s/

                                  BANC FUNDS VI
                                  By:  /s/

                                  ENDICOTT PARTNERS, L.P.
                                  By:  /s/

                                  ENDICOTT PARTNERS II, L.P.
                                  By:  /s/

                                  ENDICOTT OFFSHORE INVESTORS LTD
                                  By:  /s/

                                  ENGINEERS JOINT PENSION PLAN
                                  By:  /s/

                                  SUNOVA PARTNERS, L.P.
                                  By:  /s/

                                  SUNOVA LONG TERM OPPORTUNITY FUND, L.P.
                                  By:  /s/

                                  SUNOVA OFFSHORE LTD
                                  By:  /s/

                                  FFC MANAGEMENT
                                  By:  /s/


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                     ANNEX A

                              PLAN OF DISTRIBUTION

      The Selling Stockholders and any of their pledgees,  donees, assignees and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

o     ordinary   brokerage   transactions   and   transactions   in  which   the
      broker-dealer solicits purchasers;

o     block trades in which the broker-dealer will attempt to sell the shares as
      agent but may  position  and resell a portion of the block as principal to
      facilitate the transaction;

o     purchases by a broker-dealer as principal and resale by the  broker-dealer
      for its account;

o     an exchange  distribution  in accordance  with the rules of the applicable
      exchange;

o     privately negotiated transactions;

o     short sales;

o     sales  by  broker-dealers  pursuant  to  an  agreement  with  the  Selling
      Stockholders  to sell a specified  number of such  shares at a  stipulated
      price per share;

o     a combination of any such methods of sale; and

o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

      The Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of Common Stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell  shares of Common  Stock from time to time under this
prospectus,  or under  an  amendment  to this  prospectus  amending  the list of
Selling  Stockholders to include the pledgee,  transferee or other successors in
interest as Selling Stockholders under this prospectus.
<PAGE>

      Upon the Company being notified in writing by a Selling  Stockholder  that
any material arrangement has been entered into with a broker-dealer for the sale
of shares of common stock  through a block  trade,  special  offering,  exchange
distribution  or  secondary  distribution  or purchase by a broker or dealer,  a
supplement to this  prospectus  will be filed,  if required,  disclosing (i) the
name of each such Selling Stockholder and of the participating broker-dealer(s),
(ii) the number of shares  involved,  (iii) the price at which  such  shares are
sold,  (iv) the  commissions  paid or discounts or  concessions  allowed to such
broker-dealer(s),  where  applicable,  (v) that  such  broker-dealer(s)  did not
conduct any  investigation  to verify the information set out or incorporated by
reference in this prospectus,  and (vi) other facts material to the transaction.
In addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledge  intends to sell more than 500 shares of common stock,  a
supplement to this  prospectus will be filed if then required in accordance with
applicable securities law.

      The Selling  Stockholders  also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus.

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
represented  and warranted to the Company that it does not have any agreement or
understanding,  directly or indirectly, with any person to distribute the shares
of common stock.

      The Company has advised the Selling Stockholders that they are required to
comply with Regulation M promulgated  under the Exchange Act during such time as
they may be engaged in a  distribution  of the shares.  The foregoing may affect
the marketability of the common stock.

      The  Company is  required  to pay all fees and  expenses  incident  to the
registration  of the shares.  The Company  has agreed to  indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.