Exhibit (2) AGREEMENT AND PLAN OF MERGER (Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated February 28, 1997 filed by Registrant with respect to the Common Stock, par value $.01 per share, of Collective Bancorp, Inc.)

                                                                   Exhibit (2)

                          AGREEMENT AND PLAN OF MERGER

         (Incorporated  by reference to Exhibit  10(a) to the Schedule 13D dated
February  28, 1997 filed by  Registrant  with respect to the Common  Stock,  par
value $.01 per share, of Collective Bancorp, Inc.)