0001193805-09-000187 Sample Contracts

COMMUNITY PARTNERS LETTERHEAD]
Incentive Compensation Agreement • January 30th, 2009 • Community Partners Bancorp • State commercial banks

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”).

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