EMPLOYMENT CONTRACT

This AGREEMENT is made effective as of this thirty-first day of January, 2001 by
and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized
under the laws of the State of New Jersey, and Mary C. O'Donnell (the
"Officer").

                                    RECITALS

         WHEREAS, the Bank desires to employ and retain the services of the
Officer for the period provided in this Agreement; and

         WHEREAS, the Officer is willing to serve in the employ of the Bank on
a full-time basis for said period;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:

56.      POSITION AND RESPONSIBILITIES

         During the period of her employment hereunder, the Officer shall serve
as First Senior Vice President and Chief Credit Officer of the Yardville
National Bank (the "Bank") reporting to the President of the Bank.

57.      TERMS AND DUTIES

         (M) The period of the Officer's employment agreement shall commence as
of January 31, 2001 and shall continue for a period of twelve (12) full calendar
months thereafter, unless terminated by the Bank on account of death, disability
or cause (as herein defined). This Agreement is subject to approval, for
continuation, by the President/Chief Executive Officer and the Board of
Directors of the Yardville National Bank, at the conclusion of each contract
period. Renewals shall be on the same terms and conditions as set forth herein,
except for such modification of compensation and benefits as may hereafter be
agreed upon between the parties hereto from time to time.









         (N) During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the First Senior Vice President and
Chief Credit Officer of a commercial bank.

58.      DEFINITIONS

         For purposes of the Agreement,

         (CC)     "Cause" means any of the following:

                  (xxix)   the willful commission of an act that causes or that
                           probably will cause substantial economic damage to
                           the Bank or substantial injury to the Bank's business
                           reputation; or,

                  (xxx)    the commission of an act of fraud in the performance
                           of the Officer's duties; or

                  (xxxi)   a continuing willful failure to perform the duties of
                           the Officer's position with the Bank; or

                  (xxxii)  the order of a bank regulatory agency or court
                           requiring the termination of the Officer's
                           employment.

         (DD)     "Change in Control": means any of the following:

                  (xxii)   the acquisition by any person or group acting in
                           concert of beneficial ownership of forty percent
                           (40%) or more of any class of equity security of the
                           Bank or the Bank's Holding Company, or

                  (xxiii)  the approval by the Board, and appropriate regulatory
                           authorities of the sale of all or substantially all
                           of the assets of the Bank or Holding Company; or,

                  (xxiv)   the approval by the Board and appropriate regulatory
                           authorities of any merger, consolidation, issuance of
                           securities or purchase of assets, the result of which
                           would be the occurrence of any event described in
                           clause (i) or (ii) above.





         (EE) "Disability" means a mental or physical illness or condition
rendering the Officer incapable of performing his normal duties for the Bank.

         (FF) "Willfulness" means an act or failure to act done not in good
faith and without reasonable belief that the action or omission was in the best
interest of the Bank.

59.      COMPENSATION AND REIMBURSEMENT

         (X) During the period of employment, the Bank shall pay to the Officer
an annual salary of not less than $92,500.00 in the first year of the contract
period, and salary increase consideration of 4% to 5%, as determined by Bank
Management, in the second year of the contract period; which salary shall be
paid in bi-weekly installments.


60.      TERMINATION FOR CAUSE

         (L) The Officer shall not have the right to receive compensation or
other benefits provided hereunder for any period after termination for Cause,
except to the extent that Officer may be legally entitled to participate by
virtue of COBRA or any other State or Federal Law concerning employee rights to
benefits upon termination.


61.      TERMINATION BY THE OFFICER

         (F) In the event of the Officer's voluntary termination, the Officer
shall not have the right to receive compensation or benefits as provided
hereunder after such date of termination, except to the extent that the Officer
may be legally entitled to participate by virtue of COBRA or any other State of
Federal law concerning employee rights to benefits upon termination.









62.      CHANGE IN CONTROL


         (A) The Executive will have the option within six (6) months after a
Change in Control (as herein defined), to elect to resign his position. If the
Executive's voluntary departure is for other than death, disability or cause the
Executive shall be entitled to receive two (2) years' salary at an annual salary
currently being paid, which payment shall be made in a lump sum promptly after
the occurrence of such voluntary resignation.

         (B) In the event that within three (3) years after a Change in Control
(as herein defined), the Officer's employment is terminated by the Bank, other
than for death, disability or Cause, the Officer shall be entitled to receive
two (2) years' salary at the annual salary currently being paid, which payment
shall be made in a lump sum promptly after the occurrence of such termination.


63.      TERMINATION UPON DISABILITY

         (E) In the event that the Officer experiences a Disability during the
period of employment, salary shall continue at the same rate as was in effect on
the day of the occurrence of such Disability, reduced by an concurrent
disability benefit payments provided under disability insurance maintained by
the Bank. If such Disability continues for a period of six (6) consecutive
months, the Bank at its option may thereafter, upon written notice to the
Officer or personal representative, terminate the Officer's employment with no
further notice.

64.      GOVERNING LAW

         This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.

65.      ENTIRE AGREEMENT

         This instrument contains the entire agreement of the parties. It may
not be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.







         IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 31st day of January, 2001.


ATTEST:                                          YARDVILLE NATIONAL BANK



------------------------------                 ---------------------------------
                                                        Patrick M. Ryan
                                                         President/CEO

WITNESS



------------------------------                 ---------------------------------
                                                      Mary C. O'Donnell
                                                  First Senior Vice President