Exhibit
10.28

       

      CHANGE
IN CONTROL AGREEMENT

       

      This
CHANGE IN CONTROL AGREEMENT (the "Agreement") is made on of
this

       

      21st day of November, 2008,
effective as of the 14th of
July, 2008 by and among UNION CENTER NATIONAL BANK, a bank chartered under the
laws of Congress (the "Bank"), CENTER BANCORP INC., a New Jersey corporation
that owns all of the capital stock of the Bank (the "Company") and RONALD M.
SHAPIRO ("EMPLOYEE").

      


      BACKGROUND:

      WHEREAS,
EMPLOYEE is currently employed as a Senior Vice President and Chief Lending
Officer of the Bank and as a Vice President of the Company; and

       

      WHEREAS,
the Boards of Directors of the Bank and the Company believe it is imperative
that the Bank and the Company be able to rely upon EMPLOYEE to continue in his
position in the event that the Bank or the Company receives any proposal from a
third person concerning a possible acquisition of the equity securities or
assets of the Bank or the Company, and that the Bank and the Company be able to
receive and rely upon EMPLOYEE's advice, if they request it, as to the best
interests of the Company, the Bank and their respective shareholders, without
concern that EMPLOYEE might be distracted by the personal uncertainties and
risks created by such a proposal; and

       

      WHEREAS,
to achieve that goal, and to retain EMPLOYEE's services prior to any such
activity, the Bank, the Company and EMPLOYEE have agreed to enter into this
Agreement to govern EMPLOYEE's termination benefits in the event of a Change in
Control Event (as defined below).

       

      NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

       

      1.           Certain Definitions:
As used in the Agreement, the following terms shall have the respective meanings
set forth below:

      (a)
"Cause" means
(i) EMPLOYEE's conviction of, guilty plea to, or confession of guilt of, any
crime that constitutes a felony or criminal act involving moral turpitude, (ii)
EMPLOYEE's commission of a fraudulent, illegal, disloyal or dishonest act in
respect of the Bank or the Company, (iii) termination of the Bank's business due
to unprofitability, insolvency, bankruptcy or directive by governmental
regulators, (iv) EMPLOYEE's willful misconduct or gross negligence that
reasonably could be expected to be materially injurious to the business,
operations, or reputation of the Bank and/or the Company, (v) EMPLOYEE's
violation of a material nature of the Bank's or the Company's policies or
procedures in effect from time to time; provided, however, to the extent such
violation is subject to cure, such violation shall not constitute "Cause" unless
EMPLOYEE fails to cure such violation within 10 days after
written  notice thereof, (vi) EMPLOYEE's material failure to perform
EMPLOYEE's duties as assigned to EMPLOYEE by the Bank and/or the Company from
time to time; provided, however, to the extent such failure is subject to cure,
such failure shall not constitute "Cause" unless EMPLOYEE fails to cure such
failure within 10 days after written notice thereof, or (vii) EMPLOYEE's
death.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Termination
for "Cause" shall not be construed to include the takeover of the Bank or the
Company, in either a hostile or voluntary manner, by another person, firm or
corporation.

       

      (b)           "Change
in Control Event" means (i) the consummation of an acquisition by a third party
of a majority of the voting capital stock of the Company or the Bank or
substantially all of the assets of the Company or the Bank or (ii) a change in
the composition of the Board of Directors of the Company (the "Board") such that
the Continuing Directors (as hereinafter defined) no longer constitute a
majority of the Board.

       

      (c)           "Continuing
Directors" shall mean (i) each current member of the Company's Board of
Directors and (ii) each person who is hereinafter first nominated to such Board
by unanimous vote of the persons who then constitute Continuing
Directors.

       

      (d)           "Good Reason" means
the resignation by EMPLOYEE within 180 days after the occurrence of a Change in
Control Event.

       

      (e)           "Release"
means a general release agreement in a form acceptable to the Company and the
Bank, which Release shall include, among other things, a general release of the
Bank, the Company and related parties from all liability.

       

      (f)           "Trigger
Event" shall mean, the occurrence during the Term (as defined below) of either:
(i) the termination of EMPLOYEE's employment by the Bank and the Company (or
their respective successors) upon, or within 12 months following, a Change in
Control Event, other than a termination of EMPLOYEE's employment by the Bank and
the Company (or their respective successors) for Cause; or (ii) EMPLOYEE's
resignation for Good Reason, provided that EMPLOYEE delivers written notice of
EMPLOYEE's resignation to the Bank and the Company (or their respective
successors ) at least 30 days prior to the effective date of such
resignation.

       

      2.            Term of Agreement.
Except as otherwise provided in the next sentence of this Section 2, the term of
this Agreement shall be two (2) years, effective as of July 14, 2008 and
terminating July 14, 2010(the "Initial Term"). This Agreement shall not
automatically renew or be automatically extended beyond July 14,
2010.  Notwithstanding the foregoing, if a "Change in Control Event"
occurs at any time prior to July 14, 2010,  then the term of this
Agreement shall automatically be extended for a period of one (1) year from the
date of such Change in Control Event.

       

      
        
          
          

        

        
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      3.            Trigger Event Payments and
Benefits.

       

      (A)           Upon
the occurrence of a Trigger Event (a) subject to EMPLOYEE's execution, delivery
and non-revocation of the Release, EMPLOYEE shall be entitled to: (i) a lump sum
payment equal to the product of (x) three (3) and (y) the sum of (1) EMPLOYEE's
annual base salary as in effect immediately prior to the Trigger Event, (2) the
largest annual cash bonus ever received by EMPLOYEE from the Bank and/or the
Company (the "Largest Bonus"), (3) the amount recorded on EMPLOYEE's W-2 (for
the calendar year preceding the calendar year in which the Trigger Event occurs)
that is attributable to fringe benefits provided to EMPLOYEE by the Bank and/or
the Company, and (4) the maximum matching contribution that could have been made
under the Bank's 401(k) plan if EMPLOYEE had remained employed by the Bank and
the Company for an additional one (1) year following the Trigger Event (the
"Trigger Event Payment" and together with the "Pension Trigger Event Payment"
described in subparagraph B below, the "Combined Trigger Event Payments"); and
(ii) if EMPLOYEE timely elects COBRA coverage and provided EMPLOYEE continues to
make contributions for such continuation coverage equal to EMPLOYEE's
contribution amount in effect immediately preceding the date of EMPLOYEE's
termination of employment, the Bank and/or the Company, as applicable, shall
waive the remaining portion of EMPLOYEE's healthcare continuation payments under
COBRA for an eighteen (18)-month period following the Trigger Event; and (b) all
stock options granted to EMPLOYEE by the Company shall be exercisable in full,
effective as of the date of the Trigger Event. Notwithstanding the foregoing, in
the event that EMPLOYEE becomes eligible to obtain alternate healthcare coverage
from a new employer before the 18-month anniversary of the Trigger Event, the
Bank's and/or the Company's obligation to waive the remaining portion of
EMPLOYEE's healthcare continuation coverage under COBRA shall cease. EMPLOYEE
understands and affirms that EMPLOYEE is obligated to inform the Bank and the
Company if EMPLOYEE becomes eligible to obtain alternate healthcare coverage
from a new employer before the 18-month anniversary of the Trigger Event. In
addition, for a period of three years following the Trigger Event, the Bank and
the Company, at their expense, shall continue to provide EMPLOYEE with life
insurance coverage commensurate with the coverage that was being provided to
EMPLOYEE immediately prior to EMPLOYEE's date of termination.

       

      (B)           Within thirty (30) days following the
occurrence of a Trigger Event, the EMPLOYEE shall, subject to EMPLOYEE's
execution, delivery and non-revocation of the Release, also be entitled to a
lump sum payment equal to the excess, if any, of (x) the lump sum present
value of the benefit that
the EMPLOYEE would have been entitled to under the Bank's tax-qualified defined benefit pension plan
(the "Pension Plan") had he continued to be employed by the Bank and the Company for an
additional three (3) year period following the Triggering Event (assuming that
he continued during such period to receive a salary equal to the salary in
effect on the date of the Trigger Event and an annual incentive bonus equal to
the Largest Bonus), over (y) the lump sum present value of the
benefit that the EMPLOYEE is entitled to under the Pension Plan as of the date of EMPLOYEE's
termination of employment. Present value calculations, for purposes of the foregoing, shall be
made in the manner used under the Pension Plan for purposes of determining lump sum
distributions.

       

      (C)           
The Trigger Event Payment (less applicable withholdings and deductions) shall be
paid to EMPLOYEE in a lump sum on the next regular payroll date following the
8th
day after EMPLOYEE's execution and delivery of the Release and the
Pension Trigger Event Payment shall be paid in accordance with subparagraph B
above (but no earlier than the 8th day
after EMPLOYEE's execution and delivery of the Release); provided, however, that
if necessary to comply with the restriction in Section 409A(a)(2)(B) of the
Internal Revenue Code of 1986, as amended (the "Code") concerning
payments to "specified EMPLOYEEs," the Combined Trigger Event Payments shall be
made on the first business day of the seventh month following the Trigger Event.
EMPLOYEE shall have no obligation to seek substitute employment or otherwise
mitigate the Bank's and the Company's obligations to make the payments set forth
in this Section 3.

       

      
        
          
          

        

        
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      4.           Affects
of Section 4999 Excise Taxes.  Notwithstanding any provisions in this
Agreement to the contrary, in the event that either the Company's independent
public accountants or the Internal Revenue Service determines that any payment,
coverage or benefit provided to EMPLOYEE is subject to the excise tax imposed by
Section 4999 (or any successor provision) of the Code ("Section 4999"), the
EMPLOYEE shall have no right under this Agreement or otherwise to receive all or
any portion of such payment, coverage or benefit that if received would result
in the imposition of the excise tax under Section 4999 (“Excess Benefit”), and
neither the Bank nor the Company shall have any obligation to pay the EMPLOYEE
an Excess Benefit.  If notwithstanding the foregoing the Bank or the
Company pays the EMPLOYEE an Excess Benefit, the EMPLOYEE shall promptly repay
the Excess Benefit upon notice and demand by the Bank or the Company. This
Section 4 shall survive termination of this Agreement.

       

      5.           At
Will Employment. This Agreement shall not affect any rights of the Bank, the
Company or the EMPLOYEE prior to a Change in Control Event or any of your rights
granted in any other agreement, plan or arrangements, except that if EMPLOYEE
receives all payments under this Agreement, EMPLOYEE shall not be entitled to
receive any payments or benefits under any other severance arrangement (if any)
with the Bank or the Company. The rights, duties and benefits provided under
this Agreement only shall become effective upon a Change in Control Event.
Nothing in this Agreement shall alter EMPLOYEE's status as an "at-will"
EMPLOYEE. If EMPLOYEE's employment by the Bank and/or the Company is terminated
for any reason prior to a Change in Control Event, this Agreement shall
thereafter be of no further force and effect.

       

      6.           Headings.
Headings used in this Agreement are for convenience of reference only and do not
affect the meaning of any provision.

       

      7.           Counterparts.
This Agreement may be executed as of the same effective date in one or more
counterparts, each of which shall be deemed an original.

       

      8.           Binding
Agreement; Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
assigns.

       

      9.           Governing
Law; Jurisdiction. This Agreement and any and all matters arising directly or
indirectly herefrom shall be governed by, and construed in accordance with, the
internal laws of the State of New Jersey, without reference to the choice of law
principles thereof. Any legal action, suit or other proceeding arising out of or
in any way connected with this Agreement shall be brought in the courts of the
State of New Jersey, or in the United States courts for the District of New
Jersey. With respect to any such proceeding in any such court: (i) each party
generally and unconditionally submits itself and its property to the exclusive
jurisdiction of such court (and corresponding appellate courts therefrom), and
(ii) each party waives, to the fullest extent permitted by law, any objection it
has or hereafter may have the venue of such proceeding as well as any claim that
it has or may have that such proceeding is in an inconvenient
forum.

       

      
        
          
          

        

        
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      10.           Amendments.
This Agreement may only be amended or otherwise modified, and the provisions
hereof may only be waived, by a writing executed by the parties
hereto.

       

      11.           Entire
Agreement. This Agreement shall constitute the entire agreement of the parties
with respect to the matters covered hereby and shall supersede all previous
written, oral or implied understandings between them with respect to such
matters.

       

      12.           Opportunity
to Consult Counsel. EMPLOYEE hereby acknowledges that he has read and fully
understands this Agreement, that he has been advised that Lowenstein Sandler PC
is counsel to the Bank and the Company and not to EMPLOYEE, and that EMPLOYEE
has been advised to, and has had the opportunity to, consult with counsel and
EMPLOYEE's personal financial or tax advisor with respect to this
Agreement.

       

      13.           No Effect on Other
Benefits. Notwithstanding anything contained herein to the contrary,
nothing contained herein shall adversely effect the rights of the EMPLOYEE and
his dependents and beneficiaries to any and all benefits to which any of them
may be entitled under the benefit plans and arrangements of the Company and/or
the Bank in accordance with the terms of such benefit plans and
arrangements.

       

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

       

      UNION
CENTER NATIONAL BANK

       

      
        
          	By: 	
                  /s/
      Anthony
      C. Weagley

                	 	 	
                   

                	 
	 	
                  Anthony C. Weagley

                	 	 	
                   

                	 
	 	
                  President & CEO

                	 	 	
                   

                	 


        

      

       

      CENTER
BANCORP, INC.

      
         

        
          
            	By: 	
                    /s/
      Anthony
      C. Weagley

                  	 	 	
                     

                  	 
	 	
                    Anthony C. Weagley

                  	 	 	
                     

                  	 
	 	
                    President & CEO

                  	 	 	
                     

                  	 


          

        

         

      

      EMPLOYEE

       

      
        
          
            
              	By: 	
                      /s/
      Ronald M. Shapiro

                    	 	 	
                       

                    	 
	 	
                      Ronald M. Shapiro

                    	 	 	
                       

                    	 
	 	 	 	 	
                       

                    	 


            

          

           

        

      

       

      
        
          
          

        

        
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