Securities Purchase Agreement

January 30, 2009

As you know, Community Partners Bancorp (the “Company,” as further defined below) has entered into a Securities Purchase Agreement, dated January 23, 2009 (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (“CPP”).

For the Company to participate in the CPP, and as a condition to the closing of the investment contemplated by the Participation Agreement, the Company is required to establish specified standards for incentive compensation to its senior executive officers and to make changes to its compensation arrangements.  To comply with these requirements, and in consideration of the benefits that you will receive as a result of the Company’s participation in the CPP, you agree as follows:

(1)                           No Golden Parachute Payments .  The Company is prohibiting any golden parachute payments to you during any “CPP Covered Period”.  A “CPP Covered Period” is any period during which (A) you are a senior executive officer of the Company, and (B) Treasury holds an equity or debt position acquired from the Company in the CPP.

(2)                           Recovery of Bonus and Incentive Compensation .  Any bonus and/or incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

(3)                           Compensation Program Amendments .  Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agree