EXHIBIT 10.6

                                      
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                               Pulse Bancorp, Inc.
                          1997 Stock Compensation Plan


                                    Article I
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                            ESTABLISHMENT OF THE PLAN

         1.01 Pulse Bancorp,  Inc.,  South River, New Jersey  ("Parent")  hereby
establishes  the 1997 Stock  Compensation  Plan (the  "Plan") upon the terms and
conditions hereinafter stated.

                                   Article II
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                               PURPOSE OF THE PLAN

         2.01 The purpose of the Plan is to compensate  and reward  personnel of
experience  and ability in key positions of  responsibility  with the Parent and
its  subsidiaries,   by  providing  such  personnel  of  the  Parent,   and  its
subsidiaries with an increased equity interest in the Parent as compensation for
their professional contributions and service to the Parent and its subsidiaries.
Awards  under  the Plan  shall be made in the  form of the  Common  Stock of the
Parent in lieu of other cash compensation.

                                   Article III
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                                                    DEFINITIONS

         The following  words and phrases when used in this Plan with an initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meaning as set forth below.  Wherever  appropriate,  the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.

         3.01 "Bank" means Pulse  Savings Bank,  and any  successor  corporation
thereto.

         3.02  "Board"  means  the  Board of  Directors  of the  Parent,  or any
successor corporation thereto.

         3.03 "Committee" means the Board of Directors of the Parent or the Plan
Committee  appointed by the Board of Directors of the Parent pursuant to Article
IV hereof.

         3.04  "Common  Stock" means shares of the common stock of the Parent or
any successor corporation or Parent thereto.

         3.05  "Director" means a member of the Board of the Parent or the Bank.

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         3.06 "Director Emeritus" means a person serving as a director emeritus,
advisory  director,  consulting  director,  or other similar  position as may be
appointed by the Board of Directors of the Bank from time to time.

         3.07  "Employee"  means any person who is employed  by the Parent,  the
Bank or a Subsidiary.

         3.08  "Effective  Date"  shall mean the date of adoption of the Plan by
the Board of the Parent.

         3.09 "Parent" shall mean Pulse Bancorp, Inc., the parent corporation of
the Bank.

         3.10 "Participant" means an Employee, Director or Director Emeritus who
receives a Plan Share Award or Tandem Stock Option under the Plan.

         3.11 "Plan  Shares"  means  shares of Common Stock which are awarded or
issuable to a Participant pursuant to the Plan.

         3.12  "Plan  Share  Award"  or  "Award"  means  a  right  granted  to a
Participant under this Plan to earn or to receive Plan Shares.

         3.13 "Plan Share Reserve" means the shares of Common Stock to be issued
to Participants in accordance with the Plan.

         3.14  "Subsidiary"  means those  subsidiaries of the Parent which, with
the consent of the Board, agree to participate in this Plan.

                                   Article IV
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                           ADMINISTRATION OF THE PLAN

         4.01  Role  of the  Committee.  The  Plan  shall  be  administered  and
interpreted by the Board of Directors of the Parent or a Committee  appointed by
said Board, which shall consist of not less than two non-employee members of the
Board,  which  shall  have all of the powers  allocated  to it in this and other
sections of the Plan. All persons  designated as members of the Committee  shall
be  "Non-Employee  Directors"  within  the  meaning  of  Rule  16b-3  under  the
Securities Exchange Act of 1934, as amended ("1934 Act"). The interpretation and
construction  by the Committee of any  provisions of the Plan shall be final and
binding. The Committee shall act by vote or written consent of a majority of its
members.  Subject to the express  provisions  and  limitations  of the Plan, the
Committee  may  adopt  such  rules,  regulations  and  procedures  as  it  deems
appropriate  for the conduct of its  affairs.  The  Committee  shall  report its
actions  and  decisions  with  respect  to the Plan to the Board at  appropriate
times, but in no event less than one time per calendar year.


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         4.02 Role of the Board. The members of the Committee shall be appointed
or approved  by, and will serve at the  pleasure of the Board.  The Board may in
its  discretion  from time to time remove  members  from, or add members to, the
Committee.  The Board shall have all of the powers  allocated  to it in this and
other  sections of the Plan,  may take any action  under or with  respect to the
Plan which the Committee is authorized to take,  and may reverse or override any
action  taken or decision  made by the  Committee  under or with  respect to the
Plan.

         4.03  Limitation on Liability.  No member of the Board or the Committee
shall be liable for any  determination  made in good  faith with  respect to the
Plan or any Plan Share Awards granted. If a member of the Board or the Committee
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by any  reason  of  anything  done  or not  done  by him in such
capacity  under or with  respect  to the Plan,  the  Parent  and the Bank  shall
indemnify such member against expenses (including  attorney's fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him or
her in  connection  with such action,  suit or  proceeding if he or she acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests of the Parent,  the Bank and its Subsidiaries and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

                                    Article V
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                               PLAN SHARE RESERVE

         5.01 Plan Share  Reserve.  The Plan shall be  authorized to award up to
25,000 shares of Common Stock  representing the lessor of 1% of the total shares
of Common Stock  outstanding  as of the Effective  Date or 25,000  shares.  Such
shares shall  consist of authorized  but unissued  shares of Common Stock of the
Parent or shares  purchased in the open-market or through  privately  negotiated
transactions within the sole discretion of the Parent from time to time.

                                   Article VI
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                            ELIGIBILITY; ALLOCATIONS

         6.01  Eligibility.  Directors,  Employees  and  Directors  Emeritus are
eligible  to  receive  Plan  Share  Awards  within  the sole  discretion  of the
Committee and in accordance with the terms of the Plan.

         6.02 Awards to Employees.  The Committee  will  determine  which of the
Employees  will be granted Plan Share Awards and the number of Shares covered by
each Award,  provided,  however, that in no event shall any Awards be made which
will violate the Articles or Bylaws of the Bank or its Parent or Subsidiaries or
any applicable federal or state law or regulation.

         6.03 Form of Award. As promptly as practicable after a determination is
made pursuant that a Plan Share Award is to be made, the Committee  shall notify
the Participant in writing of the grant of the Award,  the number of Plan Shares
covered by the Award,  and the terms upon which the Plan  Shares  subject to the
award may be earned. The date on which the

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Committee  makes its award  determination  or the date the Committee so notifies
the  Participant  shall be considered the date of grant of the Plan Share Awards
as determined by the Committee.  The Committee shall maintain  records as to all
grants of Plan Share Awards under the Plan.

         6.04 Awards Not Required.  Notwithstanding anything to the contrary, no
Participant  shall have any right or  entitlement  to receive a Plan Share Award
hereunder,  such Awards being at the sole  discretion  of the  Committee and the
Board,  nor shall the  Participants as a group have such a right.  The Committee
may,  with the  approval of the Board (or,  if so directed by the Board),  cease
issuing Plan Share Awards.

         6.05  Awards  to  Directors.  Notwithstanding  anything  herein  to the
contrary,  as of the date of the Annual Meeting of Stockholders of Parent ("Date
of Grant"),  each Director of the Parent shall be awarded a number of Plan Share
Awards  ("Annual  Award")  represented by the fraction equal to the annual Board
retainer fee ("Annual  Board Fee") in effect as of such date divided by the last
reported sale price of the Common Stock on the business day immediately prior to
the Date of Grant  ("Stock  Price").  Such Annual  Award shall be in lieu of the
Annual Board Fee for such fiscal year for the Parent.  Additionally,  as of such
Date of Grant,  each recipient of such Annual Award,  shall receive an option to
purchase a number of shares of Common  Stock  represented  by the product of two
(2)  multiplied  by such  number of shares of Common  Stock  represented  by the
Annual Award ("Tandem Stock  Option").  The option exercise price for each share
of Common Stock under such Tandem  Stock  Option shall be the Stock Price.  Such
Annual  Award  and  Tandem  Stock  Option  shall  be   immediately   earned  and
non-forfeitable  as of the  Date of  Grant.  Such  Tandem  Stock  Options  shall
continue to be exercisable for a period of ten years following the Date of Grant
without  regard to the  continued  services  of such  Director  as a Director or
Director  Emeritus.  In the event of the Participant's  death, such Tandem Stock
Options may be exercised by the personal  representative of his estate or person
or persons to whom his rights  under such Option shall have passed by will or by
the laws of descent and distribution.

         6.06 Awards to Directors Emeritus.  Notwithstanding  anything herein to
the  contrary,  the Board may grant Plan Shares to any Director  Emeritus of the
Parent or the Bank that is not  otherwise  an  Employee.  Such Plan Share  Award
shall be  immediately  earned and non-  forfeitable  upon delivery of the Common
Stock represented by such Plan Share Award.

                                   Article VII
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                           DISTRIBUTION OF PLAN SHARES

         7.01     Distribution of Plan Shares.

         (a)  Timing of  Distributions:  General  Rule.  Except as  provided  in
Subsection (d) below,  Plan Shares shall be  distributed  to the  Participant as
soon as practicable  after they have been earned.  No fractional shares shall be
distributed.

         (b) Form of  Distribution.  All Plan Shares shall be distributed in the
form of Common  Stock.  One share of Common  Stock  shall be given for each Plan
Share earned.


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         (c)  Withholding.  The Parent or the Bank may withhold from any payment
or  distribution  made under this Plan  sufficient  amounts of cash or shares of
Common Stock necessary to cover any applicable withholding and employment taxes,
and if the  amount  of such  payment  or  distribution  is not  sufficient,  the
Committee  may  require  the  Participant  to pay to the  Parent or the Bank the
amount  required to be withheld in taxes as a condition of  delivering  the Plan
Shares.

         (d)  Regulatory  Exceptions.  No  Plan  Shares  shall  be  distributed,
however,  unless and until all of the  requirements  of all  applicable  law and
regulation shall have been fully complied with as determined by the Committee.




                                  Article VIII
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                           RESTRICTIONS ON DISPOSITION

         8.01  Right  of  Repurchase  and   Restrictions  on  Disposition.   The
Committee,  in its sole  discretion,  may  include,  as a term of any Plan Share
Award,  the right,  but not the obligation for the Parent,  to repurchase all or
any amount of the Common  Stock  acquired by a  Participant  under the Plan (the
"Repurchase Right"). The Repurchase Right shall provide that for a period of one
year from the date of  delivery of shares of Common  Stock  under the Plan,  the
Parent shall have a first right of  repurchase  at the fair market value of such
Common Stock at the time of such repurchase as determined by the Committee.  The
Repurchase  Right may  permit  the Parent to  transfer  or assign  such right to
another party.  The Parent may exercise the Repurchase  Right only to the extent
permitted by applicable law.

                                   Article IX
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                                  MISCELLANEOUS

         9.01  Adjustments  for Capital  Changes.  The aggregate  number of Plan
Shares  available for issuance  pursuant to the Plan Share Awards and the number
of  Shares  to which  any Plan  Share  Award  relates  shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding  shares
of Common Stock issued  subsequent to the Effective  Date of the Plan  resulting
from any  split,  subdivision  or  consolidation  of the  Common  Stock or other
capital adjustment, change or exchange of the Common Stock, or other increase or
decrease in the number or kind of shares effected  without receipt or payment of
consideration by the Parent.

         9.02  Amendment  and  Termination  of  the  Plan.  The  Board  may,  by
resolution, at any time, amend or terminate the Plan.

         9.03 No  Employment  Rights.  Neither  the Plan nor any grant of a Plan
Share Award or Plan Shares  hereunder  nor any action taken by the  Committee or
the Board in connection with the Plan shall create any right,  either express or
implied,  on the part of any Participant to continue in the employ or service of
the Parent, the Bank, or a Subsidiary thereof.

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         9.04 Voting and Dividend Rights.  No Participant  shall have any voting
or dividend rights of a stockholder with respect to any Plan Shares covered by a
Plan Share Award prior to the time said Plan Shares are actually  distributed to
such Participant in the form of Common Stock.

         9.05 Compliance with Applicable Law and Regulation.  Common Stock shall
not be issued to a  Participant  under the Plan unless the issuance and delivery
of such Common  Stock shall comply with all relevant  provisions  of  applicable
law, including,  without limitation, the Securities Act of 1933, as amended, the
rules and regulations  promulgated  thereunder,  any applicable state securities
laws and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

         9.06 Governing  Law. The Plan shall be governed by and construed  under
the laws of the State of New Jersey, except to the extent that Federal Law shall
be deemed applicable.

         9.07 Term of Plan.  This Plan shall  remain in effect until the earlier
of (i) termination by the Board, or (ii) 10 years from the Effective Date.




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