STANDBY PURCHASE AGREEMENT

This Standby Purchase Agreement (this “ Agreement ”), dated as of ________, 2009, is entered into by and between Center Bancorp, Inc., a New Jersey corporation (the “ Company ”), on the one hand, and Larry B. Seidman (“ Seidman ”), the following entities:  Seidman and Associates, LLC, Seidman Investment Partnership, LP, Seidman Investment Partnership II, LP, Broad Park Investors, LLC, Chewy Gooey Cookies, LP, Berggruen Holdings North America, Ltd. and LSBK 06-08, LLC (such entities collectively referred to as the “ Seidman Affiliates ”), Raymond Vanaria (“ Vanaria ”), Harold Schechter (“ Schechter ”), and Dennis Pollack (“ Pollack ”) (Seidman, the Seidman Affiliates, Vanaria, Schechter, and Pollack collectively referred to as the “ Standby Purchaser ”), on the other hand.

WHEREAS, the Company proposes, as soon as practicable after the Rights Offering Registration Statement (as defined herein) becomes effective, to commence an offering to each of the holders of its common stock, no par value (the “ Common Stock ”), of record as of the close of business on the record date to be determined by the Company’s Board of Directors or a committee of such Board (the “ Record Date ”), of non-transferable rights (the “ Rights ”) to subscribe for and purchase additional shares of Common Stock (the “ New Shares ”) at a subscription price per share to be determined by the Board or such committee, which is expected to be at a discount to the average market price for a specified number of trading days prior to the Record Date (the “the “ Subscription Price ”), for an aggregate offering amount of up to $11,000,000 (such offering, the “ Rights Offering ”); and

WHEREAS, pursuant to the Rights Offering, the Company will distribute to each of its shareholders of record, at no charge, one Right for each share of Common Stock held by the stockholder of record as of the Record Date, and each Right will entitle the holder thereof to purchase a fraction of a New Share from the Company (with fractional shares rounded down to the nearest whole share) at the Subscription Price (the “ Basic Subscription Privilege ”); and

WHEREAS, each holder of Rights who exercises its Basic Subscription Privilege in full will be entitled to subscribe for, at the Subscription Price, Unsubscribed Shares (as defined herein) to the extent that other holders of Rights do not exercise all of their respective Basic Subscription Privileges (the “ Over-Subscription Privilege ”); and

WHEREAS, in order to facilitate the Rights Offering, the Company has requested the Standby Purchaser to agree, and the Standby Purchaser has agreed, subject to the terms and conditions of this Agreement, that, to the extent New Shares are not purchased by the Company’s shareholders pursuant to the exercise of Rights, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Offering Period and shall purchase such shares from the Company at the Subscription Price (the “ Unsubscribed Shares ”); and

WHEREAS, Seidman, Vanaria and Schechter are directors of the Company and they, along with the Seidman Affiliates and Pollack, are existing shareholders of the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the Company and the Standby Purchaser, intending to be legally bound hereby, agree as follows:

(i)           “ Agreement ” has the meaning set forth in the preamble hereto.

(ii)          “ Basic Subscription Privilege ” has the meaning set forth in the recitals hereto.

(iii)         “ Board ” means the Board of Directors of the Company.

(iv)         “ Business Day ” shall mean any day that is not a Saturday, a Sunday, or a day on which banks are required or permitted to be closed in the State of New Jersey.

(v)          “ Closing ” has the meaning set forth in Section 2(b).

(vi)         “ Closing Date ” has the meaning set forth in Section 2(b).

(vii)        “ Commission ” means the United States Securities and Exchange Commission.

(viii)       “ Common Stock ” has the meaning set forth in the recitals hereto.

(ix)          “ Company ” has the meaning set forth in the preamble hereto.

(x)           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

(xi)           “ New Shares ” shall have the meaning set forth in the recitals hereto.

(xii)          “ Offering Period ” means the period of time from the commencement of the Rights Offering until the expiration of the Rights Offering.

(xiii)          “ Over-Subscription Privilege ” has the meaning set forth in the recitals hereto.

(xiv)          “ Person ” means an individual, corporation, partnership, association, joint stock company, limited liability company, joint venture, trust, governmental entity, unincorporated organization or other legal entity.

(xv)          “ Record Date ” has the meaning set forth in the recitals hereto.

(xvi)         “ Rights ” has the meaning set forth in the recitals hereto.

(xvii)       “ Rights Offering ” has the meaning set forth in the recitals hereto.

(xviii)      “ Rights Offering Expiration Date ” means the date on which the subscription period under the Rights Offering expires.

(xix)         “ Rights Offering Registration Statement ” means the Company’s Registration Statement on Form S-3 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which the Rights and the New Shares will be registered pursuant to the Securities Act.

(xx)          “ Rules and Regulations ” means the rules and regulations promulgated under the Securities Act.

(xxi)          “ Securities Act ” means the Securities Act of 1933, as amended and the rules and regulations promulgated by the Commission thereunder.

(xxii)         “ Standby Purchase Commitment ” means the number of New Shares allocated to the Standby Purchaser by the Company at the Standby Purchase Commitment Price following the close of the Offering Period pursuant to the terms of this Agreement.

(xxiii)        “ Standby Purchase Commitment Price ” means the Subscription Price.

(xxiv)        “ Standby Purchaser ” has the meaning set forth in the preamble hereto.

(xxv)         “ Subscription Agent ” means Registrar and Transfer Company.

(xxvi)        “ Subscription Price ” has the meaning set forth in the recitals hereto.

(xxvii)       “ Unsubscribed Shares ” has the meaning set forth in the recitals hereto.

(i)           If and to the extent Unsubscribed Shares are not purchased by the Company’s shareholders pursuant to the exercise of Rights (including both the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such remaining Rights immediately prior to the expiration of the Rights Offering and shall be entitled to, and hereby agrees to, purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such remaining Unsubscribed Shares.  The Standby Purchaser also hereby agrees to exercise all of its Basic Subscription Privileges and Over-Subscription Privileges in full.  Notwithstanding the foregoing, the Company shall not be required to issue any New Shares to the Standby Purchaser, and the Standby Purchaser shall not be required to purchase such New Shares, to the extent the issuance and sale of such New Shares would require the approval (the “ Approvals ”) of the Company’s shareholders or any bank regulatory or other governmental authority under applicable law.  If any Approvals are required for the issuance and sale of any New Shares to the Standby Purchaser, then the Company shall be required to sell to the Standby Purchaser, and the Standby Purchaser shall be required to purchase from the Company hereunder, only such number of New Shares as may be sold to the Standby Purchaser without obtaining the Approvals.

(ii)           The Standby Purchaser and the Company hereby agree that it is the intent of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and the Standby Purchaser and Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.

(b)            Closing .   On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the closing of the purchase and sale of the Standby Purchase Commitment (the “ Closing ”) shall take place at the Roseland, New Jersey offices of Lowenstein Sandler PC, at 10:00 a.m., New Jersey time, on or before the third Business Day after the Rights Offering Expiration Date; provided that the Closing may take place at such other place, time or date as shall be mutually agreed upon by the Company and the Standby Purchaser (the date of the Closing, the “ Closing Date ”).

(c)            Deliveries at Closing .

(i)           At the Closing, the Company shall deliver to the Standby Purchaser a certificate or certificates in book-entry form, registered in the name of the Standby Purchaser, representing the Standby Purchase Commitment. The certificate or certificates for the Standby Purchase Commitment shall be registered in such names and in such denominations as the Standby Purchaser may request not less than two Business Days prior to the Closing Date.

(ii)           At the Closing, the Standby Purchaser shall deliver to the Company the Standby Purchase Commitment Price for the Standby Purchase Commitment, which shall be paid by the Standby Purchaser to the Company in U.S. federal (same day) funds to an account designated in writing by the Company at least two Business Days prior to the Closing Date.

Section 3.  Representations and Warranties of the Standby Purchaser.   The Standby Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

(a)            Due Authorization .  The Standby Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and the execution and delivery by the Standby Purchaser of this Agreement, the purchase of the Standby Purchase Commitment and the consummation of the transactions contemplated hereby (a) are within the power and authority of the Standby Purchaser and (b) with respect to the Seidman Affiliates, have been duly authorized by all necessary action of such Seidman Affiliates. This Agreement has been duly and validly executed and delivered by the Standby Purchaser. Assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes a valid and binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies and the public policy underlying such laws.

(b)            No Conflicts .  The execution, delivery and performance of this Agreement by the Standby Purchaser, the purchase of the Standby Purchase Commitment and the compliance by the Standby Purchaser with the terms of this Agreement do not and will not conflict with and do not result and will not result in any breach or violation of any of the terms or provisions of, and do not constitute and will not constitute a default under, (i) the organizational documents of the Seidman Affiliates, (ii) any agreement or instrument to which the Standby Purchaser is a party or by which it is bound or to which its respective property is subject, or (iii) any statute, judgment, decree, order, rule or regulation applicable to the Standby Purchaser of any government, arbitrator, court, regulatory body or administrative agency or other governmental agency or body, domestic or foreign, having jurisdiction over the Standby Purchaser or its activities or properties.

(c)            No Consent .   No authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the Securities Act and the securities or blue sky laws of the various states) or of any other Person is required for the purchase by the Standby Purchaser of the shares of Common Stock underlying the Standby Purchase Commitment, if any, to be purchased by the Standby Purchaser hereunder and the consummation by such Standby Purchaser of the transactions contemplated by this Agreement.

(d)            Information .  The Standby Purchaser and its advisers have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the New Shares which have been requested by such Standby Purchaser or its advisers. The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, the Standby Purchaser is familiar with investments of the type that it is undertaking to purchase, is fully aware of the problems and risks involved in making an investment