THIS AGREEMENT (the "Agreement"), made effective as of the 27th day of January, 1998 by and between PARKE BANK, a state chartered commercial bank (the "Bank"), and VITO S. PANTILIONE (the "Executive").

WITNESSETH:

WHEREAS, the Bank is willing to employ the Executive and the Executive is willing to accept employment on such terms and conditions as hereinafter stated;

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

The Bank hereby employs the Executive, and the Executive hereby accepts such employment and agrees to remain in the employ of the Bank, for the period stated in paragraph 3 below and upon the other terms and conditions herein provided.

During the Employment Period (as defined in Section 3(a)), the Executive agrees to serve as President and Chief Executive Officer of the Bank and shall perform such managerial duties and responsibilities for the Bank which are customarily assumed by the president of a commercial bank, including such duties as an executive officer of the Bank as may be assigned to the Executive from time to time by the Board of Directors of the Bank. Throughout the Employment Period, and except for illness, vacation periods and leaves of absence granted by the Bank (if any), the Executive shall devote all his business time, attention, skill and efforts to the faithful performance of his duties hereunder, and, subject to Section 7(f)(i), accept such office or offices to which he may be elected by the Board of Directors of the Bank. Nothing provided in this Agreement shall prevent Executive from investing in any business ventures and enterprises.

The Executive or Bank may elect to terminate the automatic extension of the Employment Period set forth in subsection 3(a) by giving written notice of such election. Any notice given hereunder shall be effective in the year in which the notice is given, if given between January 1 and June 30 of any calendar year, and in the year following the year in which the notice is given, if given between July 1 and December 31 of any calendar year. Upon effectiveness of any notice given hereunder, the Employment Period shall terminate on December 31, three (3) years after the year in which the notice to terminate is effective. In the event Executive shall tender notice pursuant to this paragraph, the Executive shall be compensated until the Expiration Date. In the event the Bank shall tender notice pursuant to this paragraph the Bank shall remain responsible for the payment to Executive of all monies due Executive pursuant to paragraph 7(h) of this Agreement until the Expiration Date which existed prior to the tender of notice to terminate the automatic extension.

The Bank shall pay or reimburse the Executive, in accordance with the Bank's policies and requirements, for all reasonable travel and other expenses incurred by the Executive in performing his obligations under this Agreement. In addition, the Bank agrees to pay Executive an automobile allowance of $700 per month. This allowance shall be adjusted annually to an amount which will permit Executive to have the same class of automobile and type of insurance coverage as $700 will permit as of the date of this Agreement. The Bank shall also supply Executive with corporate gas credit cards, as well as a reasonable corporate expense account in an amount to be commensurate with industry guidelines for similar institutions.

(c) Bank agrees to submit to Bank's shareholders for approval a stock option plan for the benefit of Executive and such other senior management officers of the Bank as the Board of Directors shall determine which will provide Executive, if adopted and approved by the Board of Directors and the shareholders, options to purchase additional shares of the Common Stock of the Bank in an amount equal to five percent (5%) of the outstanding shares of the Common Stock of the Bank at the time of the completion of the initial offering of the Bank's Common Stock at an exercise price of $5.00 per share. Such options may be exercised by Executive, subject to the vesting schedule described herein, at any time prior to 10 years after the date of adoption of the stock option plan. If adopted and approved by the Board of Directors and the shareholders, the options granted to Executive would provide twenty percent (20%) of such options would vest cumulatively during each of the first five years of the Employment Period.

Such options would not provide Executive with preemptive rights to maintain any level of stock ownership in the Bank.

In addition to the payments provided under this Agreement, the Executive (or his beneficiary) may be, or may become, entitled to benefits under any executive or contingent compensation plan, stock option, restricted stock or stock purchase plan, retirement income or pension plan, supplemental or excess benefit plan, group hospitalization, health care, or sick leave plan, life or other insurance or death benefit plan, travel and accident insurance, vacation plan, or other present or future group employee benefit plan or program of the Bank for which executive employees of the Bank generally are eligible, and the Executive may be eligible to receive, with respect to the Employment Period, all benefits and emoluments for which he is eligible under any such benefit plan or program of the Bank in accordance with the provisions and requirements of any such plan or program.

Executive shall be entitled to be compensated for annual vacation, personal and sick leave in accordance with established Bank policy.

(a) Termination without Cause.

Notwithstanding anything to the contrary contained in this Agreement, subject to Executive receiving the compensation set forth in subsection (h) of this Section 7, the Bank's Board of Directors may terminate the Executive's employment under this Agreement at any time.

The Bank's Board of Directors may terminate the Executive's employment under this Agreement at any time for cause. The Executive shall have no right to receive compensation or other benefits for any period after termination for cause. The term "for cause" shall include and shall be limited to the following events:

(i) The Executive is convinced of or enters a plea of guilty or nolo contendere to a felony, a crime of falsehood, or a crime involving fraud or moral turpitude, or the actual incarceration of the Executive for a period of 45 consecutive days; or

(ii) The Executive wilfully fails to follow the instructions of the Board of Directors after written notice of such instructions, other than a physical or mental illness, which willful failure results in demonstrable material injury and damage to the Bank; or

If the Bank's Board of Directors determines that Executive's employment under this Agreement shall be terminated for cause, then the Board of Directors shall forthwith provide Executive with a written notice of said determination. The notice shall contain a detailed statement of the facts which constitute the particulars of the cause for termination.

If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served by the New Jersey Department of Banking (the "Department of Banking") or the Federal Deposit Insurance Corporation (the "FDIC"), the Bank's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. Executive shall cease immediately his duties and responsibilities to the Bank under this Agreement until resolution of such suspension or temporary prohibition. If the charges in the notice are dismissed or otherwise resolved to the satisfaction of the Board of Directors, the Bank shall, unless prohibited by the Department of Banking or the FDIC: (i) pay the Executive all or part of the compensation withheld while the Bank's obligations under this Agreement were suspended and (ii) reinstate (in whole) any of the Bank's obligations under this Agreement which were suspended.

If the Executive is removed and/or permanently prohibited form participating in the conduct of the Bank's affairs by an order of the Department of Banking or the FDIC all obligations of the Bank under this Agreement shall terminate as of the effective date of the order and Executive shall cease immediately the performance of his duties and responsibilities to the Bank under this Agreement, but any options granted to Executive pursuant to Section 4(c) hereof which have then vested shall not be affected.

All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank, by the Department of Banking and/or the FDIC in connection with a supervisory merger to resolve problems related to the Bank or when the Bank is determined by the Department of Banking and/or the FDIC to be in an unsafe or unsound condition. Any options granted to Executive pursuant to Section 4(c) hereof which have then vested shall not be affected by such action.

The Executive shall be entitled to terminate his employment hereunder for good reasons. Any termination of employment hereunder under any of the following circumstances shall be for good reason, the occurrence of any of which shall be deemed a breach of this Agreement by the Bank:

(i) without the express written consent of the Executive, the Executive is assigned any duties inconsistent with his positions, duties, responsibilities and status with the Bank as in effect on the Effective Date, or his titles as in effect on the Effective Date are changed or the Executive is removed or not re-elected to any of such positions, except in connection with the termination of the Executive's employment pursuant to subsections (b), (c),
(d) or (e) of Section 7 of this Agreement, or as a result of his substantial disability or death;

(ii) the salary of the Executive set forth in Section 4, as the same hereafter may be increased from time to time, is materially reduced;

(iii) the Bank fails to continue for the Executive any benefit or compensation plan providing the Executive with substantially similar benefits to those plans in which the Executive is participating at the Effective Date or in which the Executive hereafter may participate, unless any substitute or similar plan or benefit has replaced such discontinued plan or benefit; or

(iv) the Bank shall fail to observe or perform any covenant or agreement in this Agreement to be observed or performed by the Bank;

(v) a change in control (as defined below) of the Bank occurs.

For the purposes of this Agreement, a "change in control of the Bank" shall mean a change in control whether by stock transfer, sale of assets, merger (except for a supervisory merger pursuant to Section 7(e) hereof), consolidation or otherwise; provided that, without limitation, such a change of control shall be deemed to have occurred if (1) any person, as such term is used in 12 C.F.R.
Section 303.4, other than those persons in control of Bank on the date hereof, acquires the power, directly or indirectly, to direct the management or policies of the Bank or to vote 25% or more of any class of voting securities of the Bank; or (2) within any period of three consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof.

Notwithstanding anything contained herein to the contrary, the Executive may terminate this Agreement by providing twelve (12) months prior notice thereof to Bank in the manner set forth in Section 20 hereof at any time after the date that the Executive first becomes eligible to receive benefits under any pension plan established by the Bank in which case benefits shall be payable to the Executive in accordance with the provisions of such pension plan. All rights and duties of the Executive under this Agreement shall cease upon the effective date of such termination, except for any options granted to Executive pursuant to Section 4(c) hereof which have then vested.

Upon termination of the Executive's employment under this Agreement pursuant to subsections (a) or (f) of this Section 7, any options granted to Executive pursuant to Section 4(c) hereof which are not then vested shall become vested as of the effective date of such termination, and the Executive shall be entitled to receive the discounted present value (using a discount rate of 8% per annum) of the aggregate of:

(i) 300% of an amount equal to the average of the three highest annual incentive compensation payments made to Executive by the Bank prior to the termination.

The foregoing amounts shall be payable in annual installments over a period of not more than three years with any unpaid amount bearing interest at the rate of 8% per annum.

Executive shall have the right, at any time within six months after the effective date of termination pursuant to subsections 7(a) and 7(f) hereof, to give notice to Bank in the manner provided in Section 20 hereof (the "Put Notice") of Executive's desire to have Bank repurchase all of the Common Stock of Bank then owned by Executive ("Executive's Stock"). Within 90 days after receipt of the put Notice, Bank shall purchase all, but not less than all, of Executive's Stock at a purchase price equal to the announced closing price on the business day immediately preceding the Put Notice if the Bank's Common Stock is then publicly traded, or if not publicly traded, then at a price equal to the proportion the number of shares of Executive's Stock bears to all of the issued and outstanding stock of Bank of ____ times the book value of Bank as at the end of the most recent calendar year determined by Bank's audited financial statements as at such year end. Payment for Executive's Stock shall be made in annual installments over a period of not more than three years with any unpaid amount bearing interest at the rate of 8% per annum. Notwithstanding the foregoing, the Bank may, in the sole determination of the Board of Directors, suspend any payment for the repurchase of Executive's Stock if the Bank does not have sufficient operating revenues, after giving effect to other obligations of the Bank, to make any such payment. In no event shall Bank be required to invade Bank's accumulated capital to effect the purchase of Executive's Stock.

Executive may retain and use the name "Eagle Valley Financial Services" in connection with any venture of Executive after the termination of this Agreement.

Any payment made by Bank under this Section shall be deemed to constitute liquidated damages and not a penalty for the Bank's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise.

In the event of Executive's total disability (as hereinafter defined) prior to the Expiration Date of this Agreement, the Bank shall have the right to terminate Executive's employment on ten (10) days written notice to Executive, provided the Bank shall pay the Executive a disability benefit which is equal to the annual base salary provided in Section 4, as the same may have been increased from time to time, received by Executive at the commencement of the Executive's total disability, reduced by the sum of (i) the amount of any benefits to which the Executive may be entitled with respect to the same period under any disability plan or pension plan, including related supplemental and excess benefit plans or agreements, of the Bank and (ii) the disability benefits payable under any government-regulated plan including workers' compensation benefits. Payment of such disability benefit shall commence with the week coincident with the termination of Executive's employment under this Agreement and shall continue until the earlier of the Expiration Date or the Executive's death. During any period the Executive shall be entitled to receive disability payments from the Bank, to the extent that he is physically and mentally able to do so, he shall furnish information and assistance to the Bank, and, in addition, upon reasonable request in writing from time to time, he shall make himself available to the Bank to undertake reasonable assignments with the dignity, importance, and scope of his prior position and his physical and mental health. As used in this Agreement, the term "total disability" shall mean the complete inability of the Executive to perform all of his duties under this Agreement as determined by an independent physician selected with the approval of the Board of Directors and the Executive.

(j) In the event of a partial disability or illness, the obligation of the Bank to pay the salary of Executive pursuant to Section (4) of this Agreement shall not be affected.

(a) Executive acknowledges and agrees that all customers and business which Executive generates because of or during his employment with Bank and all Confidential Information (hereinafter defined), shall be the sole property of Bank.

(b) Executive further acknowledges and agrees that in connection with his employment by Bank, Executive will have access to certain confidential and proprietary information owned by and/or related to Bank.

(c) Executive shall not at any time before or after termination of his employment with Bank willfully use or disclose or divulge any such Confidential Information to any person, firm or corporation, except (i) in connection with and as required by the discharge of his duties hereunder, and in such instance only to the most limited extent necessary and only in the best interests of the Bank; (ii) with the prior written consent of the Board of Directors, or (iii) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event Executive shall notify Bank as promptly as practicable (and, if possible, prior to making such disclosure). Executive shall use his best efforts to prevent any such disclosure by others.

(a) Executive agrees that until two years after ceasing to be employed by Bank (such period to commence when Executive ceases to be an employee whether under this Employment Agreement or otherwise), Executive shall not for himself or on behalf of any other person, corporation, firm or other entity, without the prior written consent of the Board of Directors (i) solicit, sell, service, accept, manage or otherwise seek to acquire the banking business of any person or entity who was, within the twenty-four months preceding such date a client, customer or active prospective client or customer of Bank, unless Executive provided any banking services, either alone or with others, to such person or entity prior to the date of this Agreement, or (ii) serve in the capacity as president or chief executive officer of any other federally-insured banking institution in the Counties of Gloucester, Camden, Salem, or Cumberland, New Jersey. The foregoing restrictive covenant shall not prohibit Executive from owning, for the purpose of passive investment, less than 5% of any class of securities of any publicly held corporation. For purposes of this Section 9(a), "active prospective client or customer" means any entity or individual identified by name in any of Bank's files as a prospect on whom a call has been made or work has been done to provide any banking services for such prospect.

(b) Executive further agrees that, until two years after ceasing to be employed by Bank (such period to commence when Executive ceases to be an employee whether under this Employment Agreement or otherwise), Executive shall not, without the prior written consent of the Board of Directors, directly or indirectly, solicit the employment, consulting or other services of any employee of any of Bank or otherwise induce any of such employees to leave Bank's employment or to breach an employment agreement therewith.

(c) In the event that the provisions of Section 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then any court of competent jurisdiction may reform such provisions in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law so that the provisions of Section 8 and 9 hereof may be enforced to the greatest extent permissible.

The Bank may withhold from any payments under this Agreement all applicable taxes, as shall be required pursuant to any law or governmental regulation or ruling.

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the Bank and the Executive.

Nothing in this Agreement shall preclude the Bank from consolidating or merging into or with, or transferring all or substantially all of its assets to, any Person which assumes this Agreement and all obligations of the Bank hereunder. Upon such a consolidation, merger or transfer of assets and assumption, the term, "Bank" shall refer to such other Person and this Agreement shall continue in full force and effect except for a supervisory merger pursuant to Section 7(c) hereof.

Neither this Agreement nor any right or interest hereunder shall be assignable by the Executive without the Bank's prior written consent; provided, however, that nothing in this subparagraph 13(a) shall preclude the executors, administrators, or other legal representatives of the estate of the Executive from assigning any right hereunder to the Person or Persons entitled thereto under the laws of intestacy applicable to the Executive's estate.

Except as otherwise required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

This Agreement shall be binding upon and inure to the benefit of the Executive and the Bank, the Executive's heirs, executors and assigns and the Bank's successors and assigns.

"Person" as used herein means a natural person, joint venture, corporation, sole proprietorship, trust, estate, partnership, cooperative, association, organization, government or governmental entity, or other entity.

The Bank shall reimburse the Executive for all reasonable legal fees and expenses incurred by the Executive in seeking to obtain or enforce any right or benefit provided by this Agreement.

If for any reason any provision of this Agreement shall be held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and all other such provisions shall to the full extent consistent with law continue in full force and effect. If any such provision shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall likewise to the full extent consistent with law continue in full force and effect.

The headings are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

If any provision of this Agreement shall be the subject of a dispute between the Bank and the Executive and a court or arbitrator to which such dispute has been brought shall be unable to resolve which of two reasonable interpretations of such provisions is the proper interpretation thereof, then the interpretation most favorable to the Executive shall control.

This Agreement has been executed and delivered in the State of New Jersey and its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws thereof applicable to contracts executed and to be wholly performed in New Jersey.

Executive and the Bank irrevocably consent to the exclusive jurisdiction of the Superior Court of New Jersey and/or the United States District Court for New Jersey in any action or proceeding pursuant to this Agreement and agree to service of process in accordance with Section 20 herein.

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt if requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notices.

(a) If to Executive, to:

403 Cynwyd Drive
Absecon, NJ 08201

(b) If to Bank, to:

601 Delsea Drive
Washington Township, NJ 08080

and to such other additional Person or Persons as either party shall have designated to the other party in writing by like notice.

(a) The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise), except any successor pursuant to a supervisory merger as provided in Section 7(e) hereof, to all or substantially all of the business and/or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. Failure by the Bank to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement and the provisions of Section 7(h) of this Agreement shall apply. As used in this Agreement, "Bank" shall mean the Bank as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representative, executors, administrators, heirs, distributees, devisees, and legatees. If the Executive should die while any amount is payable to the Executive under this Agreement if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legates, or other designee, or, if there is no such designee, to the Executive's estate.

PARKE BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1 - Statement of Purpose

This Plan is designed and implemented for the purpose of providing to a limited group of key management or highly compensated employees of Parke Bank ("the Bank") who are largely responsible for the Bank's success the opportunity to receive supplemental executive retirement benefits, thereby increasing the incentive of such key employees to remain in the employ of the Bank and to make the Bank more profitable. Special payments shall be made to Participants upon retirement or death and are intended to provide Participants with additional financial security.

Section 2 - Definitions

2.1 "Accrued Benefit" means a Participant's normal retirement benefit, as described in Section 5.1 hereof, multiplied by a fraction, the numerator of which is the Participant's total number of Years of Service with the Bank at the time of determination, and the denominator of which is the aggregate number of Years of Service with the Bank the Participant would have accumulated at his or her Normal Retirement Date.

2.2 "Actuarial Equivalent" means, with respect to a given benefit, any other benefit provided under the terms of the Plan which has the same present or equivalent value on the date the given benefit payment commences, as determined by the Bank.

2.3 "Administrator" means the person(s) or entity designated by the Board to administer the Plan on behalf of the Bank.

2.4 "Bank" means Parke Bank, a New Jersey corporation, including any subsidiaries, successors and assigns thereto.

2.5 "Beneficiary" means any person or persons designated by a Participant in writing on a form satisfactory to the Bank. In the absence of any living designated beneficiary, a deceased Participant's Beneficiary shall be the deceased Participant's then living spouse, if any, for his or her life; if none, or from and after such spouse's death, then the living children of the deceased Participant, if any, in equal shares, for their joint and survivor lives; and if none, or after their respective joint and survivor lives, the estate of the deceased Participant.

2.6 "Board" means the Board of Directors of the Bank, or any committee of such Board that is authorized to oversee, administer and amend the Plan.

2.7 "Disability" means a physical or mental condition of a Participant resulting from bodily injury, disease or mental disorder, which renders him or her incapable of continuing his or her usual and customary employment with the Bank. The Disability of a Participant shall be determined by a licensed physician selected by the Bank.

2.8 "Early Retirement Date" means the date on which a Participant attains age fifty-five (55), with ten Years of Service and at least one (1) year of Participation in the Plan.

2.9 "Effective Date" means January 1, 2003.

2.10 "Employee" means an employee of the Bank or subsidiary.

2.11 "Employer" means the Bank and any successors that shall maintain this Plan. The Employer is a corporation, with principal offices in the State of New Jersey.

2.12 "High Recognized Compensation" means the highest annual Recognized Compensation of a Participant during the years of his or her Plan Participation.

2.13 "Normal Retirement Date" means the date on which a Participant attains age sixty (60), with at least one (1) year of Participation in the Plan.

2.14 "Participant" means an Employee selected by the Board for participation in the Plan in accordance with Section 4 hereof, and who has not for any reason become ineligible to participate further in this Plan. An individual shall be deemed to continue as a Participant until all benefits payable to the Participant under this Plan have been distributed.

2.15 "Plan" means the Parke Bank Supplemental Executive Retirement Plan ("SERP") as contained in this document, including all amendments thereto.

2.16 "Plan Year" means the twelve month period commencing on January 1st of each year and ending the following December 31st. The initial Plan Year shall be July 1 through December 31, 2002.

2.17 "Recognized Compensation" means the base salary for the year to which a Participant is entitled.

2.18 "SERP Agreement" means a written agreement between a Participant and the Bank in substantially the form attached hereto as Exhibit A.

2.19 "Year of Service" means a period of twelve consecutive months during which a Participant is employed by the Bank. Unless otherwise provided in his or her SERP Agreement, in determining a Participant's Years of Service, he or she shall receive credit for service from and after his or her most recent employment commencement date.

Section 3 - Plan Administration

The Administrator shall be charged with the duties of the general administration of the Plan, including, but not limited to, the following:

(a) The discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;

(b) To compute and make determinations with respect to the amount of benefits to which any Participant shall be entitled hereunder;

(c) To authorize and make nondiscretionary or otherwise directed disbursements to Participants.

(d) To maintain all necessary records for the administration of the Plan;

(e) To interpret the provisions of the plan and to make and publish such rules for the regulation of the Plan as are consistent with the terms hereof;

(f) To prepare and implement a procedure to notify employees that they have been selected as eligible to participate in the Plan;

(g) To assist any Participant regarding his rights, benefits, or elections available under the Plan.

In the event the claim is denied in whole or in part, the notice shall set forth in language calculated to be understood by the claimant (i) the specific reason or reasons for the denial, (ii) specific reference to pertinent Plan provisions on which the denial is 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) a description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the claimant's rights, if any, to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), following an adverse benefit determination on review.

The Administrator shall make a final decision as to the allowance of the claim within 60 days of receipt of the appeal (unless there has been an extension due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant in writing within the 60 day period), and a decision shall be rendered as soon as possible but not later than 120 days after receipt of the request for review; provided, however, in the event the claimant fails to submit information necessary to make a benefit determination on review, such period shall be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the request for additional information. The decision on review shall be written or electronic and, in the case of an adverse determination, shall include specific reasons for the decision, in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based. The decision on review shall also include (i) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant's claim for benefits, and (ii) a statement describing any voluntary appeal procedures offered by the Plan, and a statement of the claimant's right, if any, to bring an action under Section 502(a) of ERISA and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

Section 4 - Eligibility and Participation

Section 5 - Retirement Benefit

Compensation. This normal retirement benefit shall be payable in equal monthly installments commencing on the first day of the month following the Participant's actual retirement and continuing for the remainder of the Participant's life.

Section 6 - Pre-Retirement Survivor Benefit

Section 7 - Disability Benefit and Authorized Leave of Absence

Section 8 - Bank-Owned Life Insurance ("BOLI")

Section 9 - Resignation and Removal of the Administrator

Section 10 - Appointment of Successor Administrator

Section 11 - The Administrator's Consultant

Section 12 - Amendment

Section 13 - Change in Control

consolidation do not, immediately thereafter, own more than 50-percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company's then outstanding ownership interests, or a liquidation or dissolution of the Company or the sale of all or substantially all of the Company's assets.

Section 14 - Miscellaneous

or for the benefit of a Participant or Beneficiary shall be a complete discharge of all liability of the Bank therefore.

Section 15 - Construction

PARKE BANK

1999 NON-QUALIFIED STOCK OPTION PLAN

The objectives of this Plan are to assist Parke Bank (the "Company") in attracting and retaining qualified employees and to promote the identification of such employees' interests with those of the Company's shareholders.

"Board" shall mean the Board of Directors of the Company.

"Corporate Event" shall mean an occurrence in which the Company is succeeded by another corporation in a reorganization, merger, consolidation, acquisition of property or stock, separation or liquidation.

"Date of Grant" in relation to any option granted under this Plan shall mean the date on which the Board or the Committee grants that option.

"Eligible Employee" shall mean an officer (who may also be a director) or an employee regularly employed on a salaried basis by the Company.

"Exercise" in respect of any Option shall mean the delivery by the Optionee to the Company of (a) written notice of exercise of Options as to a specified number of Shares; and (b) payment of the option price for such shares.

"Option" shall mean a right to purchase Stock, granted pursuant to the Plan.

"Optionee" shall mean a person holding an Option granted under this Plan which has not been exercised or surrendered and has not expired.

"Plan" means this 1999 Non-Qualified Stock Option Plan.

"Shares" shall mean shares of Common stock, par value $5.00 per share, of the Company.

The maximum number of Shares for which Options may be granted hereunder is 30,000. This number shall be adjusted if the number of outstanding Shares of the Company is increased or reduced by split-up, reclassification, stock dividend or the like. The number of Shares previously optioned and not theretofore delivered and the option price per Share shall likewise be

adjusted whenever the number of outstanding Shares is increased or reduced by any such procedure. Shares for which Options have expired or have been surrendered may again be optioned pursuant to the Plan.

This Plan shall be administered by a committee of the Board (the "Committee"). The Committee may each make such rules and establish such procedures as each deems appropriate for the administration of this Plan. In the event of any disagreement as to the interpretation of the Plan or any rule or procedure thereunder, the decision of the Committee shall be final and binding upon all persons in interest.

The Board is authorized to grant Options to selected Eligible Employees pursuant to this Plan. The number of Shares, if any, optioned in each year, the Eligible Employees to whom Options are granted, and the number of Shares optioned to each Eligible Employee shall be wholly within the discretion of the Board, subject to the limitation that no Options shall be granted later than ten years after the date this Plan is adopted by the Board, or the date this Plan is approved by the shareholders of the Company, whichever is earlier.

Subject to the limitation prescribed in section 5 above, the Options granted under this Plan shall be on the terms stated in clauses (a) through (g) below. The Board may specify additional terms not inconsistent with this Plan by rules of general application or by specific direction in connection with a particular group of Options.

(a) The option price shall be fixed by the Board but shall not be less than 100% of the fair market value of the underlying Shares on the date of grant.

(b) The option price shall be payable in cash, property, services rendered or, under certain circumstances, in shares of stock of the Company having a fair market value equal to the option price on the date of exercise, or any combination thereof.

(c) The Options shall not be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable, during the Optionee's lifetime, only by him.

(d) The Options shall expire ten years after the date of grant, unless an earlier date is fixed by the Board.

(e) The Options shall terminate and may not be exercised if the Optionee ceases to be an employee of the Company, except to the extent provided in Section 7 hereof.

(f) If the Company is succeeded by another company because of a Corporate Event, the successor company shall assume the outstanding Options granted under this Plan or shall substitute new Options for the outstanding Options. In determining the substitution of Options, the Optionee shall be regarded as if the Optionee had been the holder of record of the number of Shares which were subject to Options immediately prior to the Corporate Event. The Optionee shall be entitled upon the exercise of such Options to receive such securities of the surviving or resulting corporation as the Board of Directors of such corporation shall determine to be equivalent, as nearly as practicable, to the nearest whole number and class of shares of stock or other securities to which the Optionee would have been entitled under the terms of the agreement governing the Corporate Event.

(g) The granting of any Options shall impose no obligation upon the Optionee to exercise such Options.

(a) If an Optionee becomes disabled, he or she may exercise his or her Options within one year after the date of disability, but in no event later than the date on which the Options would have expired if the Optionee had not become disabled. During such period the Options may be exercised only to the extent that the Optionee was entitled to do so at the date of disability. To the extent the Options are not so exercised, the Options shall expire at the end of such period. For purposes of this Section 7(a), an Optionee shall be deemed to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of more than 12 months. The Company reserves the right to require the Optionee to provide medical evidence of such disability.

(b) If an Optionee dies during a period in which he or she is entitled to exercise any Options (including the period referred to in subsection (a) above), the Options shall terminate one year after the date of death, but in no event later than the date on which any Options would have expired if the Optionee had lived. During such period the Options may be exercised by the Optionee's executor or administrator or by any person or persons who shall have acquired the Options directly from the Optionee by bequest or inheritance. The Options may only be exercised to the extent that the Optionee was entitled to do so at the date of death and, to the extent the Options are not so exercised, the Options shall expire at the end of such period.

(c) If an executive officer of the Company ceases to be an employee of the Company, he or she may exercise Options granted hereunder for a period not to exceed three months after the date of such termination, but in no event later than the date on which any Options would have expired if the Optionee had remained an employee of the Company. During such period the Options may be exercised only to the extent that the Optionee was entitled to do so on the date of termination of employment and, to the extent the Options are not so exercised, the Options shall expire at the end of such six-month period. The Optionee shall not have the right to exercise any

Options if the Optionee's employment was terminated for "cause." Termination for "cause" shall include theft; falsification of records; fraud; embezzlement; gross negligence or willful misconduct; causing the Company to violate any federal, state or local law, or administrative regulation or ruling having the force and effect of law; insubordination; conflict of interest; diversion of corporate opportunity; or conduct that results in publicity that reflects unfavorably on the Company.

Upon the exercise of any Options granted hereunder the Board may require the Optionee to deliver the following:

(a) A written statement that the Optionee (or such other person) is purchasing the Shares for investment and not with a view toward their distribution or sale and will not sell or transfer any shares received upon the exercise of the Options except in accordance with the Securities Act of 1933, as amended, and applicable state securities laws;

(b) Evidence reasonably satisfactory to the Company that at the time or exercise the Optionee (or such other Person) meets such other requirements as the Board may determine; and

(c) Evidence reasonably satisfactory to the Company that at the time of exercise, the exercise of the Options by the Optionee (for such other person) and the delivery of Shares upon exercise by the Company comply with all applicable Federal and state securities laws.

The shares issuable upon exercise of Options granted hereunder may be unissued shares or treasury shares, including shares bought on the open market. The Company at all times during the term of this Plan shall reserve for issuance the number of Shares issuable upon exercise of Options granted hereunder.

The Company will not be obligated to issue and sell the Shares issued pursuant to Options granted hereunder if, in the opinion of its counsel, such issuance and sale would violate any applicable Federal or state securities laws. The Company will seek to obtain from each regulatory commission or agency having jurisdiction such authority as may be required to issue and sell Shares issuable upon exercise of any Options granted hereunder. Inability of the Company to obtain from any such regulatory commission or agency authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares upon exercise of any Options granted hereunder shall relieve the Company from any liability for failure to issue and sell such Shares until the time when such authority is obtained or is obtainable.

Except as otherwise provided in Paragraph 6(c) hereof, any Options granted hereunder and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such option, right or privilege contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the rights and privileges conferred hereby, such Options and the rights and privileges conferred hereby shall immediately terminate.

Neither any Optionee nor the legal representatives, heirs, legatees or distributees of any Optionee, shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares issuable upon exercise of any Options granted hereunder unless and until such Shares are issued to him, her or them and such person or persons have received a certificate or certificates therefor.

Subject to the other terms and conditions of this Plan, upon the exercise of any Options granted hereunder, the Company shall sell to the Optionee the Shares with respect to which the Options have been exercised.

The Company shall have the right to reduce the number of Shares otherwise required to be issued upon exercise of any Options granted hereunder by an amount which would have a fair market value on the date of such exercise equal to all federal, state, city or other taxes as shall be required to be withheld by the Company pursuant to any statute or other governmental regulation or ruling. In connection with such withholding, the Company may make any such arrangements as are consistent with this Plan as it may deem appropriate.

Neither this Plan nor any Options granted hereunder shall confer upon any Eligible Employee any right to continue in the employ of the Company.

The Board may make any amendments to the Plan which it deems necessary or advisable, provided that the Board may seek shareholder approval of an amendment if determined to be

required by or advisable under regulations of the Securities and Exchange Commission or the Internal Revenue Service, the rules of any stock exchange or system on which the Company's stock is listed or other applicable law or regulation.

Any notice required or permitted hereunder shall be sufficiently given only if sent by registered or certified mail, postage prepaid, addressed to the Company at 601 Delsea Drive, Sewell, New Jersey 08080, and to the Optionee at the address on file with the Company at the time of grant hereunder, or to such other address as either party may hereafter designate in writing by notice similarly given by one party to the other.

The Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

If any part of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan which shall continue in full force and effect.

The Board may terminate this Plan at any time; otherwise this Plan shall terminate ten years after it is adopted by the Board. Termination of the Plan shall not deprive Optionees of their rights under previously granted Options.

This Plan shall be governed by the laws of the State of New Jersey, except to the extent superseded by Federal law.

This Plan shall become effective when it is approved by the Board, but the grant of any Options hereunder is subject to the express condition that within 12 months after the date on which the Plan is approved by the Board, the holders of two-thirds of the outstanding shares entitled to vote thereon shall have approved the Plan.

PARKE BANK

2002 EMPLOYEE EQUITY INCENTIVE PLAN

The purpose of this Plan is to further the growth, development and financial success of Parke Bank (the "Company") by enhancing the ability of the Company to attract and retain highly qualified officers and employees, to compensate them for their services to the Company, and, in so doing, to strengthen the alignment of the interests of these individuals with the interests of the Company's shareholders through ongoing ownership of the Company's Common Stock. The options granted under this Plan are not intended to qualify as "incentive stock options" within the meaning of ss. 422 of the Internal Revenue Code of 1986, as amended.

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Corporate Event" shall mean an occurrence in which the Company is succeeded by another corporation in a reorganization, merger, consolidation, acquisition of property or stock, separation or liquidation.

2.3 "Date of Grant" in relation to any Option shall mean the date on which the Board or the Committee grants that Option.

2.4 "Eligible Employee" shall mean an officer (who may also be a director) or an employee regularly employed on a salaried basis by the Company.

2.5 "Exercise" in respect of any Option shall mean the delivery by the Optionee to the Company of (a) written notice of exercise of Options as to a specified number of Shares; and (b) payment of the option price for those Shares.

2.6 "Option" shall mean a right to purchase Shares, granted pursuant to the Plan.

2.7 "Optionee" shall mean a person holding an Option which has not been exercised or surrendered and has not expired.

2.8 "Plan" means this 2002 Employee Equity Incentive Plan, as it may be amended from time to time.

2.9 "Shares" shall mean shares of Common Stock, par value $5.00 per share, of the Company.

The maximum number of Shares for which Options may be granted hereunder is 17,622. This number shall be adjusted if the number of outstanding Shares is increased or reduced by split- up, reclassification, stock dividend or the like. The number of Shares previously optioned and not theretofore delivered and the option price per Share shall likewise be adjusted whenever the number of outstanding Shares is increased or reduced by any such procedure. Shares for which Options have expired or have been surrendered may again be optioned pursuant to the Plan.

This Plan shall be administered by the Board or a committee of the Board (the "Committee"). The Board and the Committee may each make such rules and establish such procedures as each deems appropriate for the administration of this Plan. In the event of any disagreement as to the interpretation of the Plan or any rule or procedure thereunder, the decision of the Board shall be final and binding upon all persons in interest.

The Board and the Committee are each authorized to grant Options to selected Eligible Employees pursuant to this Plan. The number of Shares, if any, optioned in each year, the Eligible Employees to whom Options are granted, and the number of Shares optioned to each Eligible Employee shall be wholly within the discretion of the Board or the Committee, subject to the limitation that no Options shall be granted after April 23, 2012.

Subject to the limitation prescribed in Section 5 above, the Options granted under this Plan shall be on the terms stated in paragraphs (a) through
(g) below. The Board and the Committee may each specify additional terms not inconsistent with this Plan by rules of general application or by specific direction in connection with a particular group of Options.

(a) The option price shall be fixed by the Board or the Committee but shall not be less than 100% of the fair market value of the underlying Shares on the date of grant.

(b) The option price shall be payable in cash, property, services rendered or, under certain circumstances, in shares of stock of the Company having a fair market value equal to the option price on the date of exercise, or any combination thereof.

(c) The Options shall not be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable, during the Optionee's lifetime, only by him.

(d) The Options shall expire ten years after the date of grant, unless an earlier date is fixed by the Board.

(e) The Options shall terminate and may not be exercised if the Optionee ceases to be an employee of the Company, except to the extent provided in Section 7 below.

(f) If the Company is succeeded by another company because of a Corporate Event, the successor company shall assume the outstanding Options granted under this Plan or shall substitute new options for the outstanding Options. In determining the substitution of Options, the Optionee shall be regarded as if the Optionee had been the holder of record of the number of Shares which were subject to Options immediately prior to the Corporate Event. The Optionee shall be entitled upon the exercise of such Options to receive such securities of the surviving or resulting corporation as the board of directors of that corporation shall determine to be equivalent, as nearly as practicable, to the nearest whole number and class of shares of stock or other securities to which the Optionee would have been entitled under the terms of the agreement governing the Corporate Event.

(g) The granting of any Options shall impose no obligation upon the Optionee to exercise such Options.

7.1 If an Optionee becomes disabled, he may exercise his Options during the one year period commencing on his disability commencement date, but in no event later than the date on which the Options would have expired if the Optionee had not become disabled. During such period the Options may be exercised only to the extent that the Optionee was entitled to do so at his disability commencement date. To the extent the Options are not so exercised, the Options shall expire at the end of such period. For purposes of this Section 7.1, an Optionee shall be deemed to be disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of more than 12 months. The Company reserves the right to require the Optionee to provide medical evidence of such disability.

7.2 If an Optionee dies during a period in which he is entitled to exercise any Options (including the period referred to in Section 7.1 above), the Options shall terminate one year after the date of death, but in no event later than the date on which the Options would have expired if the Optionee had lived. During such period the Options may be exercised by the Optionee's executor or administrator or by any person or persons who shall have acquired the Options directly from the Optionee by bequest or inheritance. The Options may only be exercised to the extent that the Optionee was entitled to do so at the date of death and, to the extent the Options are not so exercised, the Options shall expire at the end of such period.

7.3 If an executive officer of the Company ceases to be an employee of the Company, he may exercise his Options during the three month period beginning on his employment termination date, but in no event later than the date on which any Options would have expired if the Optionee had remained an employee of the Company. During such period the Options may be exercised only to the extent that the Optionee was entitled to do so on his employment termination date and, to the extent the Options are not so exercised, the Options shall expire at the end of such three-month period. The Optionee shall not have the right to exercise any Options if the Optionee's employment was terminated for "cause." Termination for "cause" shall include theft; falsification of records; fraud; embezzlement; gross negligence or willful misconduct; causing the Company to violate any federal, state or local law, or administrative regulation or ruling having the force and effect of law; insubordination; conflict of interest; diversion of corporate opportunity; or conduct that results in publicity that reflects unfavorably on the Company.

Upon the exercise of any Options granted hereunder the Board may require the Optionee to deliver the following:

(a) A written statement that the Optionee (or such other person) is purchasing the Shares for investment and not with a view toward their distribution or sale and will not sell or transfer any shares received upon the exercise of the Options except in accordance with the Securities Act of 1933, as amended, and applicable state securities laws;

(b) Evidence reasonably satisfactory to the Company that at the time of exercise the Optionee (or such other Person) meets such other requirements as the Board may determine; and

(c) Evidence reasonably satisfactory to the Company that at the time of exercise, the exercise of the Options by the Optionee (or such other person) and the delivery of Shares by the Company upon exercise comply with all applicable federal and state securities laws.

The shares issuable upon exercise of Options granted hereunder may be unissued shares or treasury shares, including shares bought on the open market. The Company at all times during the term of this Plan shall reserve for issuance the number of Shares issuable upon exercise of Options granted hereunder.

The Company will not be obligated to issue and sell the Shares issued pursuant to Options granted hereunder if, in the opinion of its counsel, such issuance and sale would violate any applicable federal or state securities laws. The Company will seek to obtain from each regulatory commission or agency having jurisdiction such authority as may be required to issue and sell Shares issuable upon exercise of any Options granted hereunder. Inability of the Company to obtain from any such regulatory commission or agency authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares upon exercise of any Options granted hereunder shall relieve the Company from any liability for failure to issue and sell such Shares until the time when such authority is obtained or is obtainable.

Except as otherwise provided in Paragraph 6(c) above, any Options granted hereunder and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such Option, right or privilege contrary to the provisions hereof, or upon the levy or any attachment or similar process upon the rights and privileges conferred hereby, such Options and the rights and privileges conferred hereby shall immediately terminate.

Neither any Optionee nor the legal representatives, heirs, legatees or distributees of any Optionee, shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares issuable upon exercise of any Options granted hereunder unless and until such Shares are issued to him or them and such person or persons have received a certificate or certificates therefor.

Subject to the other terms and conditions of this Plan, upon the exercise of any Options granted hereunder, the Company shall sell to the Optionee the Shares with respect to which the Options have been exercised.

The Company shall have the right to reduce the number of Shares otherwise required to be issued upon exercise of any Options granted hereunder by an amount which would have a fair market value on the date of such exercise equal to all federal, state, city or other taxes as shall be required to be withheld by the Company pursuant to any statute or other governmental regulation

or ruling. In connection with such withholding, the Company may make any such arrangements as are consistent with this Plan as it may deem appropriate.

Neither this Plan nor any Options granted hereunder shall confer upon any Eligible Employee any right to continue in the employ of the Company.

16.1 The Plan shall remain in effect until all Options granted under it have been satisfied by the issuance of Shares; provided, however, that no Options may be granted after April 23, 2012.

16.2 The Board may amend, modify, suspend or terminate the Plan at any time, subject to any required shareholder approval or any shareholder approval that the Board may deem to be advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange listing requirements; provided, however, that no amendment, modification suspension or termination of the Plan will alter or impair any rights or obligations under any outstanding Option without the consent of the Optionee.

16.3 No Option may be granted during any period of suspension nor after termination of the Plan.

Any notice required or permitted hereunder shall be sufficiently given only if sent by registered or certified mail, postage prepaid, addressed to the Company at 601 Delsea Drive, Sewell, New Jersey 08080, and to the Optionee at the address on file with the Company at the time of grant hereunder, or to such other address as either party may hereafter designate in writing by notice similarly given by one party to the other.

The Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

If any part of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan, which shall continue in full force and effect.

This Plan shall be governed by the internal laws of the State of New Jersey, except to the extent superseded by federal law.

This Plan shall become effective when it is approved by the Board, but the grant of any Options hereunder is subject to the express condition that within 12 months after the date on which the Plan is approved by the Board, the holders of two-thirds of the outstanding shares entitled to vote thereon shall have approved the Plan.

PARKE BANK

"Award" means the grant by the Committee of an Incentive Stock Option or a Non-Incentive Stock Option, or any combination thereof, as provided in the Plan.

"Bank" shall mean Parke Bank and any successor or Parent thereto.

"Board" shall mean the Board of Directors of the Bank, or any successor or parent corporation thereto.

"Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Bank; (ii) the merger or recapitalization of the Bank whereby the Bank is not the surviving entity; (iii) a change in control of the Bank, as otherwise defined or determined by the New Jersey Department of Banking and Insurance, or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank by any person, trust, entity or group. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering of Bank stock. The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder.

"Committee" shall mean the Board or the administrative committee appointed by the Board in accordance with Section 5(a) of the Plan.

"Common Stock" shall mean the common stock of the Bank, or any successor or parent corporation thereto.

"Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of employment with the Bank or any present or future Parent or Subsidiary of the Bank. Employment shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Bank or in the case of transfers between payroll locations, of the Bank or between the Bank, its Parent, its Subsidiaries or a successor.

"Director" shall mean a member of the Board of the Bank, or any successor or parent corporation thereto.

"Disability" means (a) with respect to Incentive Stock Options, the "permanent and total disability" of the Employee as such term is defined at Section 22(e)(3) of the Code; and (b) with respect to Non-Incentive Stock Options, any physical or mental impairment which renders the Participant incapable of continuing in the employment or service of the Bank in his then current capacity as determined by the Committee.

"Effective Date" shall mean the date specified in Section 14 hereof.

"Employee" shall mean any person employed by the Bank or any present or future Parent or Subsidiary of the Bank.

"Fair Market Value" shall mean: (i) if the Common Stock is traded otherwise than on a national securities exchange, then the Fair Market Value per Share shall be equal to the mean between the last bid and ask price of such Common Stock on such date or, if there is no bid and ask price on said date, then on the immediately prior business day on which there was a bid and ask price. If no such bid and ask price is available, then the Fair Market Value shall be determined by the Committee in good faith; or (ii) if the Common Stock is listed on a national securities exchange, then the Fair Market Value per Share shall be not less than the average of the highest and lowest selling price of such Common Stock on such exchange on such date, or if there were no sales on said date, then the Fair Market Value shall be not less than the mean between the last bid and ask price on such date.

"Incentive Stock Option" or "ISO" shall mean an option to purchase Shares granted by the Committee pursuant to Section 8 hereof which is subject to the limitations and restrictions of Section 8 hereof and is intended to qualify as an incentive stock option under Section 422 of the Code.

"Non-Incentive Stock Option" or "Non-ISO" shall mean an option to purchase Shares granted pursuant to Section 9 hereof, which option is not intended to qualify under Section 422 of the Code.

"Option" shall mean an Incentive Stock Option or Non-Incentive Stock Option granted pursuant to this Plan providing the holder of such Option with the right to purchase Common Stock.

"Optioned Stock" shall mean stock subject to an Option granted pursuant to the Plan.

"Optionee" shall mean any person who receives an Option or Award pursuant to the Plan.

"Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Sections 424(e) and (g) of the Code.

"Participant" means any officer or employee of the Bank or any Parent or Subsidiary of the Bank providing a service to the Bank who is selected by the Committee to receive an Award, or who by the express terms of the Plan is granted an Award.

"Plan" shall mean the Parke Bank 2003 Stock Option Plan.

"Share" shall mean one share of the Common Stock.

"Subsidiary" shall mean any present or future corporation which constitutes a "subsidiary corporation" as defined in Sections 424(f) and
(g) of the Code.

Subject to vesting requirements, if applicable, except in the event of death or Disability of the Optionee or a Change in Control of the Bank, a minimum of six months must elapse between the date of the grant of an Option and the date of the sale of the Common Stock received through the exercise of such Option.

(a) Composition of the Committee. The Plan shall be administered by the Board of Directors of the Bank or a Committee which shall consist of not less than two Directors of the Bank appointed by the Board and serving at the pleasure of the Board. All persons designated as members of the Committee shall meet the requirements of a "Non-Employee Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as found at 17 CFR ss.240.16b-3 to the extent feasible.

(b) Powers of the Committee. The Committee is authorized (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In no event may the Committee revoke outstanding Awards without the consent of the Participant.

The President of the Bank and such other officers as shall be designated by the Committee are hereby authorized to execute written agreements evidencing Awards on behalf of the Bank and to cause them to be delivered to the Participants. Such agreements shall set forth the Option exercise price, the number of shares of Common Stock subject to such Option, the expiration date of such Options, and such other terms and restrictions applicable to such Award as are determined in accordance with the Plan or the actions of the Committee.

(c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby.

(a) The Committee shall from time to time determine the officers and employees who shall be granted Awards under the Plan, the number of Awards to be granted to each such persons, and whether Awards granted to each such Participant under the Plan shall be Incentive and/or Non-Incentive Stock Options. In selecting Participants and in determining the number of Shares of Common Stock to be granted to each such Participant, the Committee may consider the nature of the prior and anticipated future services rendered by each such Participant, each such Participant's current and potential contribution to the Bank and such other factors as the Committee may, in its sole discretion, deem relevant. Participants who have been granted an Award may, if otherwise eligible, be granted additional Awards.

(b) The aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by each Employee during any calendar year (under all Incentive Stock Option plans, as defined in Section 422 of the Code, of the Bank or any present or future Parent or Subsidiary of the Bank) shall not exceed $100,000. Notwithstanding the prior provisions of this Section 6, the Committee may grant Options in excess of the foregoing limitations, provided said Options shall be clearly and specifically designated as not being Incentive Stock Options.

(c) In no event shall Shares subject to Options granted to any Participant exceed more than 50% of the total number of Shares authorized for delivery under the Plan.

(a) Option Price.

(i) The price per Share at which each Incentive Stock Option granted by the Committee under the Plan may be exercised shall not, as to any particular Incentive Stock Option, be less than the Fair Market Value of the Common Stock on the date that such Incentive Stock Option is granted. Notwithstanding anything to the contrary, in no event shall the exercise price of such Options be less than $5.00 per Share, representing the par value of such Common Stock.

(ii) In the case of an Employee who owns Common Stock representing more than ten percent (10%) of the outstanding Common Stock at the time the Incentive Stock Option is granted, the Incentive Stock Option exercise price shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Common Stock on the date that the Incentive Stock Option is granted.

(b) Payment. Full payment for each Share of Common Stock purchased upon the exercise of any Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Incentive Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at the Fair Market Value at the date of exercise. The Bank shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment has been received by the Bank, and no Optionee shall have any of the rights of a stockholder of the Bank until Shares of Common Stock are issued to the Optionee.

(c) Term of Incentive Stock Option. The term of exercisability of each Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Incentive Stock Option is granted, provided that in the case of an Employee who owns stock representing more than ten percent (10%) of the Common Stock outstanding at the time the Incentive Stock Option is granted, the term of exercisability of the Incentive Stock Option shall not exceed five (5) years.

(d) Exercise Generally. Except as otherwise provided in
Section 10 hereof, no Incentive Stock Option may be exercised unless the Optionee shall have been in the employ of the Bank at all times during the period beginning with the date of grant of any such Incentive Stock Option and ending on the date three (3) months prior to the date of exercise of any such Incentive Stock Option. The Committee may impose additional conditions upon the right of an Optionee to exercise any Incentive Stock Option granted hereunder which are not inconsistent with the terms of the Plan or the requirements for qualification as an Incentive Stock Option.

(e) Cashless Exercise. Subject to vesting requirements, if applicable, an Optionee who has held an Incentive Stock Option for at least six months may engage in the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee shall give the Bank written notice of the exercise of the Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Bank to pay the Option exercise price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, the Optionee can give the Bank written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option exercise price plus any applicable withholding taxes to the Bank. The Option shall not be deemed exercised until the Bank has received full payment for the exercise price of such Option.

(f) Transferability. An Incentive Stock Option granted pursuant to the Plan shall be exercised during an Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution.

(a) Option Price. The exercise price per Share of Common Stock for each Non-Incentive Stock Option granted pursuant to the Plan shall be at such price as the Committee may determine in its sole discretion, but in no event less than the Fair Market Value of such Common Stock on the date of grant as determined by the Committee in good faith. Notwithstanding anything to the contrary, in no event shall the exercise price of such Options be less than $5.00 per Share, representing the par value of such Common Stock.

(b) Payment. Full payment for each Share of Common Stock purchased upon the exercise of any Non-Incentive Stock Option granted under the Plan shall be made at the time of exercise of each such Non-Incentive Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its Fair Market Value at the date of exercise. The Bank shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment has been received by the Bank and no Optionee shall have any of the rights of a stockholder of the Bank until the Shares of Common Stock are issued to the Optionee.

(c) Term. The term of exercisability of each Non-Incentive Stock Option granted pursuant to the Plan shall be not more than ten (10) years from the date each such Non-Incentive Stock Option is granted.

(d) Exercise Generally. The Committee may impose additional conditions upon the right of any Participant to exercise any Non-Incentive Stock Option granted hereunder which is not inconsistent with the terms of the Plan.

(e) Cashless Exercise. Subject to vesting requirements, if applicable, an Optionee who has held a Non-Incentive Stock Option for at least six months may engage in the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee shall give the Bank written notice of the exercise of the Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Bank to pay the Option exercise price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, the Optionee can give the Bank written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option exercise price plus any applicable withholding taxes to the Bank. The Option shall not be deemed exercised until the Bank has received full payment for the exercise price of such Option.

(f) Transferability. Any Non-Incentive Stock Option granted pursuant to the Plan shall be exercised during an Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution.

(a) Termination of Employment. In the event that any Optionee's employment with the Bank shall terminate for any reason, other than Disability or death, all of any such Optionee's Incentive Stock Options, and all of any such Optionee's rights to purchase or receive Shares of Common Stock pursuant thereto, shall automatically terminate on the earlier of (i) or (ii):
(i) the respective expiration dates of any such Incentive Stock Options, or (ii) the date which is three months following the date of such termination of employment. In the event that a Subsidiary ceases to be a Subsidiary of the Bank, the employment of all of its employees who are

not immediately thereafter employees of the Bank shall be deemed to terminate upon the date such Subsidiary so ceases to be a Subsidiary of the Bank.

(b) Disability. In the event that any Optionee's employment with the Bank shall terminate as the result of the Disability of such Optionee, such Optionee may exercise any Incentive Stock Options granted to the Optionee pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is one (1) year after the date of such termination of employment, but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of such termination of employment.

(c) Death. In the event of the death of an Optionee, any Incentive Stock Options granted to such Optionee may be exercised by the person or persons to whom the Optionee's rights under any such Incentive Stock Options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) at any time prior to the earlier of (i) the respective expiration dates of any such Incentive Stock Options or (ii) the date which is two (2) years after the date of death of such Optionee but only if, and to the extent that, the Optionee was entitled to exercise any such Incentive Stock Options at the date of death. For purposes of this Section 10(c), any Incentive Stock Option held by an Optionee shall be considered exercisable at the date of his death if the only unsatisfied condition precedent to the exercisability of such Incentive Stock Option at the date of death is the passage of a specified period of time. At the discretion of the Committee, upon exercise of such Options the Optionee may receive Shares or cash or a combination thereof. If cash shall be paid in lieu of Shares, such cash shall be equal to the difference between the Fair Market Value of such Shares and the exercise price of such Options on the exercise date.

(d) Incentive Stock Options Deemed Exercisable. For purposes of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any Optionee shall be considered exercisable at the date of termination of employment if any such Incentive Stock Option would have been exercisable at such date of termination of employment without regard to the Disability or death of the Participant.

(e) Termination of Incentive Stock Options. Except as may be specified by the Committee at the time of grant of an Option, to the extent that any Incentive Stock Option granted under the Plan to any Optionee whose employment with the Bank terminates shall not have been exercised within the applicable period set forth in this Section 10, any such Incentive Stock Option, and all rights to purchase or receive Shares of Common Stock pursuant thereto, as the case may be, shall terminate on the last day of the applicable period.

(a) Adjustment. Subject to any required action by the stockholders of the Bank, within the sole discretion of the Committee, the aggregate number of Shares of Common Stock for which Options may be granted hereunder, the number of Shares of Common Stock covered by each outstanding Option, and the exercise price per Share of Common Stock of each such Option, shall all be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares of Common Stock resulting from a subdivision or consolidation of Shares (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such Shares of Common Stock effected without the receipt or payment of consideration by the Bank (other than Shares held by dissenting stockholders).

(b) Change in Control. All outstanding Awards shall become immediately exercisable in the event of a Change in Control of the Bank. In the event of such a Change in Control, the Committee and the Board of Directors will take one or more of the following actions to be effective as of the date of such Change in Control:

(i) provide that such Options shall be assumed, or equivalent options shall be substituted, ("Substitute Options") by the acquiring or succeeding corporation (or an affiliate thereof), provided that: (A) any such Substitute Options exchanged for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, and (B) the shares of stock issuable upon the exercise of such Substitute Options shall constitute securities registered in accordance with the Securities Act of 1933, as amended, ("1933 Act") or such securities shall be exempt from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered Securities"), or in the alternative, if the securities issuable upon the exercise of such Substitute Options shall not constitute Registered Securities, then the Optionee will receive upon consummation of the Change in Control transaction a cash payment for each Option surrendered equal to the difference between (1) the Fair Market Value of the consideration to be received for each share of Common Stock in the Change in Control transaction times the number of shares of Common Stock subject to such surrendered Options, and (2) the aggregate exercise price of all such surrendered Options, or

(ii) in the event of a transaction under the terms of which the holders of the Common Stock of the Bank will receive upon consummation thereof a cash payment (the "Merger Price") for each share of Common Stock exchanged in the Change in Control transaction, to make or to provide for a cash payment to the Optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such Options held by each Optionee (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such surrendered Options in exchange for such surrendered Options.

(c) Extraordinary Corporate Action. Notwithstanding any provisions of the Plan to the contrary, subject to any required action by the stockholders of the Bank, in the event of any Change in Control, recapitalization, merger, consolidation, exchange of Shares, spin-off, reorganization, tender offer, partial or complete liquidation or other extraordinary corporate action or event, the Committee, in its sole discretion, shall have the power, prior or subsequent to such action or event to:

(i) appropriately adjust the number of Shares of Common Stock subject to each Option, the Option exercise price per Share of Common Stock, and the consideration to be given or received by the Bank upon the exercise of any outstanding Option;

(ii) cancel any or all previously granted Options, provided that appropriate consideration is paid to the Optionee in connection therewith; and/or

(iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate or advisable; provided, however, that no action shall be taken by the Committee which would cause Incentive Stock Options granted pursuant to the Plan to fail to meet the requirements of Section 422 of the Code without the consent of the Optionee.

(d) Acceleration. The Committee shall at all times have the power to accelerate the exercise date of Options previously granted under the Plan.

(e) Non-recurring Dividends. Upon the payment of a special or non-recurring cash dividend that has the effect of a return of capital to the stockholders, the Option exercise price per share shall be adjusted proportionately and in an equitable manner.

Except as expressly provided in Sections 12(a), 12(b) and 12(e) hereof, no Optionee shall have any rights by reason of the occurrence of any of the events described in this Section 12.

(a) Action by the Board. The Board may alter, suspend or discontinue the Plan, except that no action of the Board may increase (other than as provided in Section 12 hereof) the maximum number of Shares permitted to be optioned under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to approval or ratification by the stockholders of the Bank.

(b) Change in Applicable Law. Notwithstanding any other provision contained in the Plan, in the event of a change in any federal or state law, rule or regulation which would make the exercise of all or part of any previously granted Option unlawful or subject the Bank to any penalty, the Committee may restrict any such exercise without the consent of the Optionee or other holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty.

(a) Shares shall not be issued with respect to any Option granted under the Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of applicable law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed.

(b) The inability of the Bank to obtain any necessary authorizations, approvals or letters of non-objection from any regulatory body or authority deemed by the Bank's counsel to be necessary to the lawful issuance and sale of any Shares issuable hereunder shall relieve the Bank of any liability with respect to the non-issuance or sale of such Shares.

(c) As a condition to the exercise of an Option, the Bank may require the person exercising the Option to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

(d) Notwithstanding anything herein to the contrary, upon the termination of employment or service of an Optionee by the Bank or its Subsidiaries for "cause" as determined by the Board of Directors, all Options held by such Participant shall cease to be exercisable as of the date of such termination of employment or service.

(e) Upon the exercise of an Option by an Optionee (or the Optionee's personal representative), the Committee, in its sole and absolute discretion, may make a cash payment to the Optionee, in whole or in part, in lieu of the delivery of shares of Common Stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be equal to the difference between the Fair Market Value of the Common Stock on the date of the Option exercise and the exercise price per share of the Option. Such cash payment shall be in exchange for the cancellation of such Option. Such cash payment shall not be made in the event that such transaction would result in liability to the Optionee or the Bank under Section 16(b) of the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder.