September 19, 1995 Regent Banchares Corp. 1430 Walnut Street Philadelphia, PA 19102 Attn: Harvey Porter, President and Chief Executive Officer Carnegie Bancorp 619 Alexander Road Princeton, NJ 08540 Attn: Thomas L. Gray, Jr., President and Chief...

                                                            September 19, 1995



Regent Banchares Corp.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn:  Xxxxxx Xxxxxx, President
       and Chief Executive Officer

Carnegie Bancorp
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn:  Xxxxxx X. Xxxx, Xx., President
       and Chief Executive Officer

Gentlemen:

         Reference is made to the Agreement and Plan of Merger dated as of
August 30, 1995 (the "Agreement") among Carnegie Bancorp ("Carnegie"), Carnegie
Bank, N.A. ("CBN"), Regent Banchares Corp. ("Regent") and Regent National Bank
(the "Bank") pursuant to which Regent will merge (the "Merger") with and into
Carnegie with Carnegie as the surviving corporation and the Bank will merge with
and into CBN with CBN as the surviving bank under the name "Carnegie Regent
Bank, N.A."

         The undersigned hereby consents to serve as a director of Carnegie upon
consummation of the Merger and further consents to the use of his name as a
director of Carnegie upon consummation of the Merger in the Joint Proxy
Statement/Prospectus that Carnegie and Regent are preparing for filing with the
Securities and Exchange Commission and for distribution to the respective
shareholders of Carnegie and Regent.

                                                      Sincerely,





                                                      O. XXXXXXX XXXXXX