YARDVILLE NATIONAL BANCORP
EXHIBIT 10.11
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exh10-11.txt
<DESCRIPTION>EXHIBIT 10.11
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                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                       OF

                             YARDVILLE NATIONAL BANK

                                     Purpose

                  The purpose of the Yardville National Bank Supplemental
Executive Retirement Plan is to provide those officers of Yardville National
Bank listed in Appendix A attached hereto with supplemental retirement benefits
in addition to those otherwise provided to employees of Yardville National Bank.

                  The Plan is an unfunded plan maintained for the purpose of
providing deferred compensation for selected officers of the Bank, each of whom
is a member of a select group of management or highly compensated employees for
purpose of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

                  Previously, the officers listed in Appendix A were
participants in either the Yardville National Bank Salary Continuation Plan or
the Yardville National Bank Survivor Income Plan (collectively the "Prior
Plans"). In order to achieve administrative efficiency, the Board has decided to
combine the Prior Plans in this restated Plan. Accordingly, Yardville National
Bank hereby adopts the Plan, effective January 1, 2001 (the "Effective Date")
pursuant to the terms and provisions set forth below:

                                    ARTICLE 1

                                   Definitions

                  For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases and terms shall have the indicated meanings:

                  1.1. "Accrued Benefit" shall mean a Participant's Target
Benefit, multiplied by a factor, no greater than one, the numerator of which is
his or her Years of Participation and the denominator of which is the full
number of years beginning on a Participant's Eligibility Date and ending on his
or her Normal Retirement Date.

                  1.2. "Actuarial Equivalent" shall mean an amount or a series
of payments that, at a given point in time, is determined to have the same or
equivalent value, at that point in time, as another given amount or another
given series of payments, taking into consideration the time value of money,
mortality and such other actuarial factors as may be appropriate.

                  1.3. "Beneficiary" shall mean those persons designated by the
Participant to receive benefits under the Plan as described in Article 6 upon
the death of the Participant.



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                  1.4. "Board" shall mean the Board of Directors of Yardville
National Bank.

                  1.5. "Cause" is defined in Section 6.3 of this Plan.

                  1.6. "Change of Control" is defined in Article 10 of this
Plan.

                  1.7. "Committee" shall mean the administrative committee
appointed to manage and administer this Plan in accordance with the provisions
of Article 13.

                  1.8. "Company" shall mean Yardville National Bank and any of
its subsidiaries that are selected by the Board to participate in this Plan.

                  1.9. "Considered Compensation" shall mean the total of all
payments (including salary, bonuses and all other elements of cash compensation
except as specifically provided otherwise herein) made to a Participant on
account of employment with the Company for services rendered, including any
amounts of salary that the Participant may from time to time elect to defer
under the Company's 401(k) Plan (or any similar successor plan or plans) or
under any cafeteria plan (within the meaning of Section 125 of the Internal
Revenue Code of 1986, as amended) or any nonqualified deferred compensation plan
from time to time maintained by the Company, but excluding:

                        (a) Payments arising from any stock bonus, stock option,
                  stock appreciation rights or restricted stock plan;

                        (b) Contributions to and payments from any qualified or
                  nonqualified employee benefit plan of the Company (except as
                  provided above); and

                        (c) Cost of living differential, and automobile
                  allowances.

Considered Compensation in a particular period shall include salary payments
actually received in that period as well as any amounts of salary that would
have been received in that period had payment not been deferred through
participation in the Company's 401(k) Plan (or any similar successor plan or
plans) or in a cafeteria plan or nonqualified deferred compensation plan of the
Company.

                  1.10. "Disability" shall mean a condition which qualifies for
receipt of disability income payments under the Disability Plan.

                  1.11. "Disability Offset Amount" shall mean the sum of the
following:

                        (a) The annual amount of any disability income payments
                  received by a Participant or his or her family members under
                  the Social Security Act; and



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                        (b) The annual amount of disability income payments
                  received by the Participant under the Disability Plan.

                  1.12. "Disability Plan" shall mean the long-term disability
plan of the Company, if any, as now or hereafter amended, including any similar
successor plan.

                  1.13. "Eligibility Date" shall mean the date the Participant
began accruing benefits under the Plan. This date shall be established from the
Prior Plan for those individuals listed in Appendix A as of the Effective Date,
except as otherwise provided by the Board. For any other individuals, this date
will be established by the Board.

                  1.14. "Final Average Earnings" shall mean the average of the
highest annual Considered Compensation received by a Participant during the
three calendar years out of the current and preceding five calendar years during
which his considered Compensation was the highest. At any point in time, Final
Average Earnings shall be computed to the date of determination by taking into
account actual Considered Compensation during the current calendar year (without
annualization) and the five preceding calendar years.

                  1.15. "Normal Retirement Age" shall mean attainment of age 65
or attainment of both age 60 and 20 years of service, or such other date as
described in a Prior Plan.

                  1.16. "Normal Retirement Date" shall mean the first day of the
month following the month in which a Participant attains his or her Normal
Retirement Age.

                  1.17. "Participant" shall mean an executive of the Company
designated by the Board of Directors of the Company and approved by the
Committee who is a member of a select group of management or highly compensated
employees within the meaning of Section 201(2) of the Employee Retirement Income
Security Act of 1974, as amended.

                  1.18. "Plan" shall mean this Yardville National Bank
Supplemental Executive Retirement Plan.

                  1.19. "Prior Plan" shall mean either the Yardville National
Bank Salary Continuation Plan or the Yardville National Bank Survivor Income
Plan previously established by the Company for any Participant listed on
Appendix A as of the Effective Date.


                  1.20. "Plan Year" shall mean the 12-consecutive-month period
ending December 31 of each year.

                  1.21. "Target Benefit" shall mean an amount equal to a stated
percentage of a Participant's Final Average Earnings as described in Appendix A.



<PAGE>


                  1.22. "Trust" shall mean the Supplemental Executive Retirement
Plan Trust Agreement of
Yardville National Bank.

                  1.23. "Vested Amount" shall mean the percentage of a
Participant's Accrued Benefit which is nonforfeitable. The Vested Amount with
respect to a Participant shall be 100% upon the occurrence of any of the
following events: (a) attainment of his or her Normal Retirement Age, (b) the
Participant's Disability as provided in Article 4, (c) the Participant's death
as provided in Article 5, and (d) a Change of Control as described in Article
10. Upon a Participant's termination of employment for any other reason, except
as provided in Section 6.2, the Participant's nonforfeitable percentage shall be
equal to the percentage used in determining his or her Accrued Benefit. If a
Participant's termination of employment is subject to Section 6.2, his or her
nonforfeitable percentage shall be zero.

                  1.24. "Year of Participation" shall mean for a Participant the
full year measured from a Participant's Eligibility Date and anniversaries
thereafter.



                                    ARTICLE 2

                                  Participation

                  2.1. Participation. Upon nomination by the Board of Directors
of the Company and approval by the Committee, an executive of the Company shall
become a Participant effective as of the date specified in the nomination
document.

                                    ARTICLE 3

                                   Retirement

                  3.1. Normal Retirement Benefit. Except as provided in Section
6.2, upon retirement from the Company at or after his or her Normal Retirement
Date, a Participant shall be entitled to receive an annual retirement benefit
equal to his or her Target Benefit.





<PAGE>

                  3.2. Form and Time of Retirement Payments Pursuant to Articles
3 and 6.

                        (a) Form of Payment. The automatic form of benefits
                  pursuant to Articles 3 and 6 shall be monthly installments for
                  a period ending at the later of: (i) the Participant's death
                  or (ii) one hundred eighty (180) months measured from the date
                  on which benefits commence hereunder. Upon approval by the
                  Board, a Participant may elect, before his or her termination
                  of employment, not to receive his or her benefit in the
                  automatic form, but to have his or her benefit paid in a
                  single cash payment that is the Actuarial Equivalent of the
                  automatic form of benefit otherwise payable to the
                  Participant. Installment payments that would otherwise be
                  payable in amounts less than $100 per month shall
                  automatically be commuted to single cash payment that is the
                  Actuarial Equivalent of the automatic form of benefit
                  otherwise payable to the Participant.

                        (b) Time of Payment. Payments shall be made in equal
                  monthly installments commencing on the Normal Retirement Date
                  or the actual date of retirement if the Participant defers his
                  retirement beyond the Normal Retirement Date. A single cash
                  payment, if elected, shall be paid within 90 days following
                  the Participant's termination of employment. Neither
                  installment payments nor a single cash payment shall be
                  adjusted on account of a Participant's deferral of retirement
                  past his or her Normal Retirement Date, except to the extent
                  such adjustment results from changes in a Participant's Final
                  Average Earnings. The Company may withhold from any payment
                  any income tax or other amounts as required by law.

                                    ARTICLE 4

                                   Disability

                  4.1. Disability Benefit. If a Participant suffers a Disability
while employed by the Company prior to his or her Normal Retirement Date for
which he or she receives disability income payments under the Disability Plan,
the Participant shall be entitled to receive a monthly disability benefit under
this Plan equal to 100% of the Participant's Final Average Earnings, as of the
date which is the first day of the seventh month following an onset of the
Disability, reduced by the Disability Offset Amount.

                  4.2. Form and Duration of Disability Payment. The annual
disability benefit under Section 4.1 shall be payable in equal monthly
installments commencing on the date specified under Section 4.1 and continuing
until the earliest of the following dates:

                        (a) The date the Participant returns to active
                  employment with either the Company or another employer;

                        (b) The date that disability income payments cease under
                  the Disability Plan; or

                        (c) The Participant's Normal Retirement Date or date of
                  death.

                  4.3. Benefits on Cessation of Disability Payments. After a
Participant's disability benefits cease pursuant to Section 4.2, the Participant
shall be entitled to benefits under this Plan determined as follows:


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                        (a) If the Participant's disability benefits cease
                  because the Participant returns to active employment with the
                  Company, or if they cease pursuant to Section 4.2(b) and the
                  Participant returns to active employment with the Company
                  within six (6) months following such cessation, then (i) the
                  Participant shall be credited with Years of Participation for
                  the period during which disability benefits were provided
                  under this Plan; and (ii) the Participant shall thereafter be
                  entitled to receive such benefits, if any, as are available
                  under the other provisions of this Plan.

                        (b) If the Participant's disability benefits cease
                  because the Participant returns to active employment with
                  another employer, or if they cease pursuant to Section 4.2(b)
                  and the Participant does not return to active employment with
                  the Company within six (6) months following such cessation,
                  then (i) the Participant shall, for purposes of this Plan, be
                  considered to have terminated employment as of the date of
                  onset of his or her Disability and shall be credited with no
                  further Years of Participation after that date; and (ii) the
                  Participant shall thereafter be entitled to receive such
                  benefits, if any, as are available under the other provisions
                  of this Plan.

                        (c) If the Participant's disability benefits cease
                  because the Participant reaches his or her Normal Retirement
                  Date or dies, then (i) the Participant shall be credited with
                  Years of Participation for the period during which disability
                  benefits were provided under this Plan; and (ii) the
                  Participant shall be entitled to receive the benefit specified
                  in Section 3.1, as if he or she had retired on that date, or
                  the Participant's beneficiary shall be entitled to receive any
                  death benefit specified in Section 5.1 or 5.2, as the case may
                  be. Such benefit shall be computed as of the Participant's
                  Normal Retirement Date or date of death, as the case may be,
                  based on the Participant's Final Average Earnings as of the
                  date of onset of the Participant's Disability, without
                  reduction for disability benefits paid under this Plan. Such
                  benefit shall be paid at the time and in the form specified in
                  Section 3.2, 5.l or 5.2, as the case may be, except that, in
                  the case of payments pursuant to Section 3.2, if any
                  Disability Offset Amounts continue to be paid following the
                  Participant's Normal Retirement Date, the payments shall be
                  offset by such Amounts so long as they continue to be paid.

                  4.4. Disability After Normal Retirement Date. If a Participant
suffers a Disability after his or her Normal Retirement Date but prior to actual
retirement, the Participant shall be deemed to have retired as of the date of
onset of the Disability and shall thereafter be entitled to receive the benefit
specified in Section 3.1. Such benefit shall be computed as of the Participant's
deemed date of retirement. Such benefit shall be paid at the time and in the
form specified in Section 3.2, except that, if any Disability Offset Amounts are
paid following the Participant's deemed retirement, the annuity payments shall
be offset by such amounts so long as they continue to be paid.





<PAGE>


                                    ARTICLE 5

                                  Death Benefit

                  5.1. Death Prior to Benefit Commencement. If a Participant
dies before receiving any benefits under Article 3 of this Plan, then, the
Participant's Beneficiary shall be entitled to receive an annual benefit,
payable in monthly installments equal to 100% of the monthly retirement benefit
that the Participant would have been entitled to receive under Section 3.1 if
the Participant had retired immediately prior to his or her death and such
benefit had been paid pursuant to Section 3.2. Such benefits will be payable to
the Beneficiary for the same period as described in Section 3.2(a).

                  5.2. Death After Benefit Commencement. If a Participant dies
after receiving any benefits under this Plan, then, the Participant's
Beneficiary will receive any remaining payments which otherwise are due under
Section 3.2(a).

                  5.3. Lack of Beneficiary Designation. In the absence of any
effective beneficiary designation by the Participant, any amounts becoming due
and payable upon the death of the Participant shall be paid to his or her
executor or administrator.

                                    ARTICLE 6

                            Termination of Employment

                  6.1. Termination Prior to Normal Retirement Date. Except as
provided in Sections 6.2 and 10.2, a Participant who terminates employment with
the Company prior to his or her Normal Retirement Date for a reason other than
death or Disability shall be entitled to receive an annual benefit commencing on
his or her Normal Retirement Date equal to the Vested Amount of his or her
Accrued Benefit as of the date of termination from employment.

                  6.2. Termination With Cause. If the Company terminates a
Participant's employment with cause, then, except as expressly provided in
Section 10.2 below, the Participant shall not thereafter be entitled to any
benefits under this Plan.

                  6.3. Definition of Cause. As used in this Article 6, the term
"Cause" shall include, without limitation, willful misconduct, fraud, violation
of any federal or state law involving the commission of a crime against the
Company, commission of a felony, or commission of a gross misdemeanor. The term
"willful misconduct," as used in this Section 6.3, shall mean any act or failure
to act which is done in bad faith with the intent to injure the Company's
business or reputation.





<PAGE>


                                    ARTICLE 7

                          Company/Participant Liability

                  7.1. General Assets. Amounts payable to a Participant shall be
paid exclusively from the general assets of the Company. However, the Company
has established the Trust to which the Company may make contributions in order
to provide for the payment of benefits under the Plan. Notwithstanding the
foregoing, Trust assets shall be treated as assets of the Company and shall
remain subject to the claims of the general creditors of the Company under the
circumstances set forth in the Trust.

                  7.2. Company's Liability. The Company's liability for the
payment of benefits shall be defined only by this Plan.

                  7.3. Limitation of Obligation. Except as expressly provided
for in this Plan, the Company shall have no obligation under this Plan to a
Participant or his or her Beneficiary, if any.

                  7.4. Participant Cooperation. A Participant must at all times
cooperate with the Company and the Committee and furnish all information
requested by the Company or the Committee in order to facilitate the
determination of benefits or the administration of this Plan. Such cooperation
shall include, without limitation, taking a physical or mental examination if so
requested by the Company or the Committee. If a Participant fails promptly to
cooperate or furnish requested information, the Committee, in its sole and
absolute discretion, may withhold benefits from the Participant.

                  7.5. Unsecured General Creditor. A Participant and his or her
Beneficiary, if any, shall not have, by reason of this Plan, any legal or
equitable rights, claims or interests in any property or assets of the Company
nor shall they be beneficiaries of, or have any legal or equitable rights,
claims or interest in the life insurance policies or annuities or the proceeds
therefrom owned, or which may be acquired, by the Company. Any and all of the
Company's assets shall be, and remain, the general, unpledged, unrestricted
assets of the Company. The Company's obligations under this Plan shall be merely
those of an unfunded and unsecured promise of the Company to pay money in the
future.

                                    ARTICLE 8

                           No Guarantee of Employment

                  8.1. No Guarantee of Employment. Nothing in this Plan shall
alter in any manner the employment relationship with a Participant.



<PAGE>


                                    ARTICLE 9

                         Plan Amendment and Termination

                  9.1. Amendment. The Company may amend this Plan at any time so
long as the rights required to be preserved on termination under Section 9.2 are
not reduced. No amendment of this Plan or waiver of any of the specific
provisions of this Plan shall be valid unless made pursuant to a duly executed
written document.

                  9.2. Termination. Subject to Article 10, the Company may
terminate this Plan at any time, for any reason, as follows:

                        (a) Termination shall be by notice to the Committee,
                  which shall notify Participants of the termination. The
                  effective date of the termination shall not be earlier than
                  the first day of the month in which notice is given..

                        (b) After the effective date of termination, no further
                  executives shall be selected for participation and no further
                  benefits shall accrue for existing Participants.

                        (c) In the event of termination, the retirement benefits
                  of each existing Participant shall be paid at the time and in
                  the amount and form specified under the terms of this Plan as
                  in effect on the day before termination, except that the
                  Participants' respective Accrued Benefits and Vested Amounts
                  shall be based on their Final Average Earnings, Years of
                  Service and Years of Participation as of the effective date of
                  Plan termination. Notwithstanding the foregoing, the Company
                  shall be entitled to provide retirement benefits in any
                  alternative form that is the Actuarial Equivalent of the form
                  in which the retirement benefits were payable under the
                  provisions of this Plan in effect before termination.

                        (d) Unless otherwise expressly provided at the time of
                  termination of the Plan, no Participant shall be entitled to
                  any benefit under this Plan on account of any Disability that
                  commences following the effective date of Plan termination.

                                   ARTICLE 10

                                Change of Control

                  10.1. Change of Control. For purposes of this Plan, the term
"Change of Control" means:




<PAGE>


                        (a) The acquisition by any person or entity of the
                  power, directly or indirectly, to exercise a controlling
                  influence over the management or policies of the Company
                  (either alone or pursuant to an arrangement or understanding
                  with one or more other persons or entities), whether through
                  ownership of voting securities, through one or more
                  intermediaries, by contract, or otherwise; or

                        (b) The acquisition directly or indirectly by any person
                  or entity (either alone or pursuant to an arrangement or
                  understanding with one or more other persons or entities) of
                  the ownership of or power to vote forty percent (40%) or more
                  of the outstanding voting securities of the Company.

                  10.2. Termination of Employment Following a Change of Control.
If, during the three-year period following a Change of Control, the employment
of a Participant terminates prior to his or her Normal Retirement Date, then,
except as provided in the next to last sentence of this Section 10.2, the
Participant shall be deemed to have retired at or after his or her Normal
Retirement Date under the provisions of this Plan, and shall be entitled to
receive a retirement benefit in an annual amount equal to the Participant's
Target Benefit (with the Target Benefit to be determined based on the Final
Average Earnings of the Participant as of the date of termination). Such
retirement benefit shall be paid in accordance with the provisions of Section
3.2 of this Plan effective as of the first month following the Participant's
termination. The Participant's Target Benefit shall not be payable under this
Section 10.2 if the Participant voluntarily terminates his or her employment
(unless such employment has been constructively terminated within the meaning of
Section 10.3 and the Participant terminates within six (6) months thereafter
following written notice to the Company of the reason for such termination), if
the Company terminates the Participant's employment for Cause, or if the
Participant's employment terminates on account of Disability or death. If the
Participant's employment terminates under any condition of the previous
sentence, then Participant shall be limited to the other compensation and
benefits payable under Articles 4, 5 and 6 of this Plan.

                  10.3. Constructive Termination of Employment. A Participant's
employment shall be deemed to be constructively terminated if:

                        (a) The Participant's salary is either reduced by more
                  than ten percent, or not increased for a period of two years,
                  unless the salaries of all other Participants and officers of
                  the Company are reduced in equal proportions or are not
                  increased during the same period;

                        (b) The title, duties or responsibilities of the
                  Participant's job are substantially reduced from those
                  existing immediately prior to the Change of Control;

                        (c) The Participant's place of employment is changed by
                  a distance of more than twenty-five miles without such
                  Participant's consent; or

                        (d) The Participant's salary is reduced by twenty-five
                  percent or more.





<PAGE>


                                   ARTICLE 11

                          Other Benefits and Agreements

                  11.1. Coordination with Other Benefits. The benefits under
this Plan for a Participant and his or her Beneficiary, if any, are in addition
to any other benefits available under any other plan or program for employees of
the Company. This Plan shall supplement and shall not supersede, modify or amend
any other such plan or program.

                                   ARTICLE 12

                     Restrictions on Alienation of Benefits

                  12.1. Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey, in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof. No part of the amounts payable hereunder shall, prior to actual
payment, be subject to any claims of creditors and, in particular, they shall
not be subject to attachment, garnishment, seizure or sequestration by any
creditor for the payment of any debts, judgments, obligations, alimony or
separate maintenance owed by a Participant or his or her Beneficiary, if any.


                                   ARTICLE 13

                             Administration of Plan

                  13.1. Committee Administration. The general administration of
this Plan, as well as construction and interpretation hereof, shall be the
responsibility of the Committee, the number of members of which shall be
designated from time to time by the Board and the members of which shall be
appointed from time to time by, and shall serve at the pleasure of, the Board.

                  13.2. Committee Authority. The Committee shall have the
exclusive right and authority--

                        (a) To from time to time establish rules, forms and
                  procedures for the administration of this Plan;

                        (b) To interpret this Plan and to correct any defect,
                  supply any information and reconcile any inconsistency in such
                  manner and to such extent as the Committee, in its sole and
                  absolute discretion, shall deem necessary or advisable to
                  carry out the purpose of this Plan; and (1)

<PAGE>



                        (c) To make all other determinations that the Committee,
                  in its sole and absolute discretion, shall deem necessary or
                  advisable in connection with the administration of this Plan,
                  including, without limitation, determination of (i) the
                  benefit amounts to which a Participant is entitled (and the
                  appropriate Final Average Earnings, Disability Offset Amount,
                  Years of Participation to be used in determining such benefit
                  amounts); (ii) whether Cause existed for the termination of
                  employment of a Participant; (iii) whether a Participant's
                  employment has been constructively terminated (within the
                  meaning of Section 10.3) and (iv) whether benefits are to be
                  withheld or terminated pursuant to Section 7.4.

                  Subject to the claims procedures set forth in Article 14, all
rules, procedures, interpretations and determinations made by the Committee in
good faith shall be final, conclusive and binding upon all persons having or
claiming to have any right or interest under this Plan.

                  13.3. Committee Indemnity. No member of the Committee shall be
liable for any act or omission of any other member of the Committee, nor for any
act or omission on his or her own part, excepting his or her own gross
negligence. The Company shall indemnify and save harmless each member of the
Committee against any and all expenses and liabilities arising out of his or her
membership on the Committee, with the exception of expenses and liabilities
arising out of his or her own gross negligence.

                                   ARTICLE 14

                                Claims Procedures

                  14.1. Presentation of Claim. Any Participant or the surviving
Beneficiary, if any, of a deceased Participant (such Participant or Beneficiary
being referred to below as a "Claimant") may deliver to the Committee a written
claim for a determination with respect to the amounts distributable to such
Claimant from this Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days after
such notice was received by the Claimant. The claim must state with
particularity the determination desired by the Claimant.

                  14.2. Notification of Decision. The Committee shall consider a
Claimant's claim within a reasonable time and shall notify the Claimant in
writing:

                        (a) that the Claimant's requested determination has been
                  made, and that the claim has been allowed in full; or

                        (b) that the Committee has reached a conclusion
                  contrary, in whole or in part, to the Claimant's requested
                  determination, and such notice must set forth in a manner
                  calculated to be understood by the Claimant;



<PAGE>


                                    (i) the specific reason(s) for the denial of
                        the claim, or any part of it;

                                    (ii) specific reference(s) to pertinent
                        provisions of this Plan upon which such denial was
                        based;

                                    (iii) a description of any additional
                        material or information necessary for the Claimant to
                        perfect the claim, and an explanation of why such
                        material or information is necessary; and

                                    (iv) an explanation of the claim review
                        procedure set forth in Section 14.3.

                  14.3. Review of Denied Claim. Within sixty (60) days after
receiving a notice from the Committee that a claim has been denied, in whole or
in part, a Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the claim.
Thereafter, but not later than thirty (30) days after filing of the written
request for review, the Claimant (or the Claimant's duly authorized
representative):

                        (a) may review pertinent documents;

                        (b) may submit written comments or other documents;
and/or

                        (c) may request a hearing, which request the Committee,
in its sole and absolute discretion, may grant.

                  14.4. Decision on Review. The Committee shall render its
decision on review promptly, and not later than sixty (60) days after the filing
of a written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee's
decision must be rendered within one hundred twenty (120) days after such date.
Such decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:

                        (a) specific reasons for the decision;

                        (b) reference to the specific Plan provisions on which
the decision is based; and

                        (c) such other matters as the Committee deems relevant.

                  Any decision on review made by the Committee in good faith
shall be final, conclusive and binding upon the Claimant, unless the decision is
determined to have been arbitrary and capricious.


<PAGE>


                                   ARTICLE 15

                                  Grantor Trust

                  15.1. Funding of Trust. The Company may from time to time
transfer to the trustee of the Trust such assets as the Committee determines, in
its sole and absolute discretion, should be transferred thereto.

                  15.2. Interrelationship of the Plan and the Trust. The
provisions of this Plan shall govern the rights of a Participant and his or her
Beneficiary to distributions pursuant to this Plan. The provisions of the Trust
shall govern the rights of the Company, Participants and their Beneficiaries and
the creditors of the Company to the assets, if any, transferred to the Trust.
The Company shall at all times remain liable to carry out its obligations under
this Plan. The Company's obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust.


                                   ARTICLE 16

                                  Miscellaneous

                  16.1. Notice. Any notice required or permitted to be given
under this Plan by a Participant or a Claimant shall be in writing and shall be
hand delivered against receipt, or mailed via registered or certified mail
return receipt requested, to:

                                    Board of Directors
                                    Yardville National Bank
                                    2465 Kuser Road
                                    Hamilton, NJ 08690

                  Any notice to a Participant or his or her Beneficiary, if any,
required or permitted to be given under this Plan by the Committee or the Board
shall be in writing and shall be hand delivered to the Participant or
Beneficiary, or mailed via registered or certified mail, return receipt
requested, to the last known address for the Participant or Beneficiary as shown
on the records of the Company.

                  16.2. Successors. This Plan shall be binding upon the Company
and its successors and assigns, and upon a Participant, the Participant's
Beneficiary, if any, and their permitted assigns, heirs, executors and
administrators.

                  16.3. Governing Law. This Plan shall be governed by and
construed under the laws of the State of New Jersey to the extent such laws are
not superseded by federal law.



<PAGE>


                  16.4. Pronouns. Masculine pronouns wherever used shall include
feminine pronouns and the singular shall include the plural.

                  16.5. Headings. The headings cf the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.

                  16.6. Validity. In the event any provision of this Plan shall
be illegal or invalid for any reason, the illegality or invalidity of that
provision shall not affect the remaining provisions hereof, but this Plan shall
be construed and enforced as if such illegal and invalid provision had never
been inserted herein.

                  16.7. Incapacity of Recipient. If any person entitled to a
benefit under the Plan is deemed by the Company to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such benefit or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor.

                  IN WITNESS WHEREOF, Yardville National Bank has caused these
presents to be duly executed on this _______ day of ____________, 2001.



                                                     YARDVILLE NATIONAL BANK


Attest:

/s/  Maria M. Johnson               By   /s/  Patrick M. Ryan
------------------------------           ------------------------------------
Asst. Cashier                            President and CEO


<PAGE>



                                   APPENDIX A

                  The Company has designated the following persons as
Participants in its Supplemental Executive Retirement Plan as of the Effective
Date with (i) Years of Participation measured from the Eligibility Date and (ii)
the Target Benefit equal to the percentage of Final Average Earnings as noted
below

1.   Jay G. Destribats     Eligibility Date: December 31, 1994
                           Target Benefit: 60% of Final Average Earnings

2.   Patrick M.  Ryan      Eligibility Date:  October 28,  1994
                           Target Benefit: 60% of Final Average Earnings

3.   Stephen F. Carman     Eligibility Date:  January 22,  1996
                           Target Benefit: 40% of Final Average Earnings

4.   Timothy J.  Losch     Eligibility Date:  January 1,  1998
                           Target Benefit: 40% of Final Average Earnings




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