SHAREHOLDERS? AGREEMENT

SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 15, 2007, between Center Bancorp, Inc. (“Buyer”) and the individuals and entities whose names and addresses are set forth on the signature pages hereto (collectively, the “Shareholders”, and each, individually, a “Shareholder”).

A. Concurrently with the execution and delivery of this Agreement, Buyer has executed and delivered an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), a copy of which is annexed hereto as Annex A, with Beacon Trust Company, a limited purpose trust company chartered under the laws of the State of New Jersey (the “Company”), which provides, among other things, that the Company will merge with and into a subsidiary of the Buyer (“Newco”) pursuant to a merger contemplated by the Merger Agreement (the “Merger”).

B. As of the date hereof, each Shareholder holds of record and beneficially owns the number of shares of common stock, par value $2.65 per share, of the Company (the “Company Common Stock”) set forth opposite his, her or its name on the signature pages hereto. In the aggregate, the shares of Company Common Stock held of record and beneficially by the Shareholders represents approximately 56.5% of the shares of Company Common Stock outstanding on the date hereof.

C. Buyer has advised the Company that it would not enter into the Merger Agreement unless each Shareholder agreed to enter into this Agreement, governing (i) the voting of all of the shares of Company Common Stock that are now held of record or beneficially owned by such Shareholder (collectively, the “Shares”) and (ii) all of the New Shares (as defined in Section 6) held or owned by such Shareholder.

D. Upon consummation of the Merger, each Shareholder will be entitled to receive, upon conversion of such Shareholder’s Shares, cash and certain shares of Buyer’s Common Stock (the “Buyer Shares”). The Shareholders understand that Buyer will rely upon the representations made herein in issuing the Buyer Shares without registration under federal and state securities laws.

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties, and covenants and agreements contained herein and in the above-mentioned Merger Agreement, the parties hereto hereby agree as follows:

1.    Definitions . Capitalized terms used herein but not defined herein have the respective meanings ascribed to such terms in the Merger Agreement.

2.    Agreement to Vote Shares . During the term of this Agreement, each Shareholder agrees that such Shareholder shall (a) consent to, approve, authorize and direct the voting of all Shares and any New Shares held or owned by such Shareholder, and cause all Shares and any New Shares held or owned by such Shareholder to be voted, at every meeting of the shareholders of the Company at which such matters are con-sidered and at every adjournment thereof or in connection with any written consent of the shareholders of the Company related to such matters, in favor of the adoption of the Merger Agreement and the consumma-tion of the Merger and the other transactions contemplated by the Merger Agreement (collectively, the “Merger Transaction”) and against any Acquisition Proposal (as defined in the Merger Agreement) and (b) if directed by Buyer, take or cause to be taken such actions under the by-laws of the Company as are required to call a special meeting of the shareholders of the Company in order to vote on the Merger Transaction. Each Shareholder agrees to deliver to Buyer promptly upon the request therefor a proxy in the form attached hereto as Exhibit A , which proxy is coupled with an interest and shall be irrevoc-able during the term of this Agreement to the fullest extent permitted under New Jersey law. The proxy granted by each Shareholder shall be revoked upon the termination of this Agreement in accordance with its terms.

3.    No Voting Trusts or Agreements . Each Shareholder agrees that such Shareholder will not, and will not permit any entity under such Shareholder’s control to, deposit any of the Shares or New Shares held or owned by such Shareholder in any voting trust, grant any proxies or powers of attorney with respect to the voting of such Shares or New Shares or subject any such Shares or New Shares to any agreement, instrument or arrangement with respect to the voting of such Shares or New Shares other than this Agreement.

4.    No Proxy Solicitations . Each Shareholder agrees that such Shareholder will not, and will not permit any entity under its control to, (a) solicit proxies in opposition to the consummation of the Merger Transaction or otherwise knowingly encourage or assist any party in taking or planning any action which would impede, inter-fere with or attempt to discourage the Merger Transaction or inhibit the timely consummation of the Merger Transaction, (b) directly or indirectly knowingly encourage, initiate or cooperate in a shareholders’ vote or action by consent of the Company’s shareholders in opposition to the consummation of the Merger Transaction, or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any vot-ing securities of the Company for the purpose of opposing the consummation of the Merger Transaction.

5.    Transfer and Encumbrance . Each Shareholder agrees not to voluntarily transfer, sell, offer, tender, pledge or otherwise dispose of or encumber (“ Transfer ”) any of the Shares or New Shares held or owned by such Shareholder prior to the earlier of (a) the Effective Time or (b) the date this Agreement shall be terminated in accordance with its terms, except that each Shareholder shall be permitted to Transfer any such Shares or New Shares to a family member of such Shareholder, provided that such family member agrees in writing (in a form acceptable to Buyer) to be bound by the terms of this Agreement with respect to such Shares or New Shares. No such family member shall have the right to effect a further Transfer of the Shares or New Shares prior to the earlier of (a) the Effective Time or (b) the date this Agreement shall be terminated in accordance with its terms.

6.    Additional Purchases or Acquisitions . Each Shareholder agrees that any shares of Company Common Stock or other capital stock of the Company of which such Shareholder becomes the record holder or acquires beneficial ownership following the execution and delivery of this Agreement (“New Shares”) shall be subject to the terms of this Agreement to the same extent as if they constituted Shares held or owned by such Shareholder on the date of this Agreement.

7.    Additional Shares . Each Shareholder agrees, while this Agreement is in effect, to promptly notify Buyer of the number of any New Shares acquired by such Shareholder, if any, after the date hereof. In the event that, between the date of this Agreement and the Closing, the Shares held or owned by any Shareholder shall have been affected or changed into a dif-ferent number of shares or a different class of shares as a result of a share split, reverse share split, share dis-tribution, spin-off, recapitalization, reclassification or other similar trans-action, the term “Shares” shall be deemed to refer to and include the Shares as well as any securities into which or for which any or all of the Shares may be converted or exchanged.

8.    Non-Interference . Each Shareholder agrees not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling any Shareholder from perform-ing such Shareholder’s obligations under this Agreement.

9.    Share Transaction Proposals . Each Shareholder shall immediately cease and terminate any existing activities, discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of such Shareholder’s Shares (a “Share Transaction”), other than the Merger. No Shareholder shall, directly or indirectly, knowingly encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information or data to, or have any discussions with, any corporation, partnership, person or other entity or group (other than Buyer) with respect to any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to the shareholders of the Company) concerning a Share Transaction (a “Share Transaction Proposal”) or otherwise facilitate any effort or attempt to make or implement a Share Transaction Proposal.

10.    No Limitation on Discretion as Director . Nothing in this Agreement shall be deemed to apply to, or to limit in any manner, the discretion of any Shareholder with respect to any action to be taken (or omitted) by such Shareholder in such Shareholder’s fiduciary capacity as a director of the Company (if applicable) and solely with respect to actions or omissions of such director in his or her capacity as a director; provided , however , it is agreed and understood by the parties hereto that the obligations, covenants and agreements of such Shareholder contained in this Agreement are separate and apart from such Shareholder’s fiduciary duties as a director of the Company (if applicable) and no fiduciary obligations that such Sharehold