(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

CENTER BANCORP, INC.

Corporate Headquarters

2455 Morris301 Sylvan Avenue

Union,
Englewood Cliffs, New Jersey 0708307632

(908) 688-9500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 24, 2012

To Our Shareholders:Be Held on May 19, 2016

TheNOTICE IS HEREBY GIVEN that the Annual Meeting (the “Annual Meeting”) of Shareholders of CenterConnectOne Bancorp, Inc. ("Center Bancorp" or(the “Company”), the "Company"holding company for ConnectOne Bank (the “Bank”), will be held at Suburban Golf Club, 1730 Morris Avenue, Union, New Jersey145 Dean Dr., Tenafly, NJ 07670 on Thursday, May 24, 2012,19, 2016 at 9:008:15 a.m., for the purpose of considering and voting upon the following purposes:

1.     To elect ten directors for a one year term.

2.     To ratifymatters, all of which are more completely set forth in the appointment of ParenteBeard LLC as the Company's independent registered public accounting firm for 2012.accompanying Proxy Statement:

3.     To vote, on an advisory basis, to approve the executive compensation of Center Bancorp's named executive officers, as described in this proxy statement.

4.     To vote, on an advisory basis, on how often Center Bancorp will conduct an advisory vote on executive compensation.

5.     To transact such other business as may properly come before the Annual Meeting.

Only holders of record of Center Bancorpshares of the Company’s common stock (the “Common Stock”) at the close of business on April 2, 201213, 2016 will be entitled to notice of and to vote at the Annual Meeting. Each share of Center Bancorp's common stock is entitled

You are requested to one vote.

Please complete,fill in, sign, date and return the accompanyingenclosed proxy inpromptly, regardless of whether you expect to attend the Annual Meeting. A postage-paid return envelope is enclosed postage paid envelope atfor your earliest convenience.

If you are present at the Annual Meeting, you may vote in person even if you have already returned your proxy.  

	Very truly yours,
	Frank Sorrentino III
	Chairman of the Board of Directors
Englewood Cliffs, New Jersey
April 26, 2016

IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY

You are cordially invitedurged to attendsign and return the enclosed Proxy promptly in the envelope provided so that there may be sufficient representation at the Annual Meeting.

Important notice regarding the availability of proxy materialsProxy Materials for the 2012 annual meeting of shareholders: This Proxy Statement for the 2012 Annual Meeting of ShareholdersStockholders to be held on May 19, 2016. Our Proxy Statement and our 2011 Annual Report to Shareholders are also available online atwww.proxyvote.com.

:CONNECTONE BANCORP, INC. PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 19, 2016http://www.rtcoproxy.com/cnbc

By OrderThis Proxy Statement is being furnished to shareholders of the Board of Directors

CENTER BANCORP, INC.

2455 Morris Avenue, Union, New Jersey 07083

PROXY STATEMENT

We are providing this proxy statement to youConnectOne Bancorp, Inc. (the “Company”) in connection with the solicitation by ourthe Board of Directors of proxies to be used at our annual meetingthe Annual Meeting of shareholdersShareholders to be held at Suburban Golf Club, 1730 Morris Avenue, Union, New Jersey145 Dean Dr., Tenafly, NJ 07670, at 9:008:15 a.m. on Thursday, May 24, 2012, and any adjournments of that meeting. We are first sending copies of this

About the Annual Meeting

Why have I received these materials?

The accompanying proxy, statement and the enclosed proxy card to our shareholdersbeing mailed on or about April 16, 2012. Unless we indicate otherwise, all references26, 2016 to "we", us" and "our" and other similar terms are references to Center Bancorp, Inc.

Only holders of recordthe Common Stock, is solicited by the Board of CenterDirectors of ConnectOne Bancorp, common stockInc. (referred to throughout this Proxy Statement as the “Company” or “we”), the holding company for ConnectOne Bank, in connection with our Annual Meeting that will take place at 145 Dean Dr., Tenafly, NJ 07670 on May 19, 2016. You are cordially invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Holders of Common Stock as of the close of business on April 2, 2012, a date which we refer to as  the record date, will receive notice of our annual meeting and13, 2016, will be entitled to vote at our annual meeting. Forthe Annual Meeting. On April 13, 2016, there were outstanding and entitled to vote 30,160,530 shares of Common Stock, each matter thatof which is presented to our shareholders at our annual meeting, you will be entitled to one vote forwith respect to each share of our common stock that you ownmatter to be voted on at the record date. OnAnnual Meeting.

How do I vote my shares at the record date, there were 16,332,327 shares of our common stock outstanding.

In a joint Schedule 13D amendment dated September 9, 2011, on behalf of Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., Broad Park Investors, LLC, Chewy Gooey Cookies, LP, LSBK06-08, L.L.C., Lawrence Seidman, clients of Lawrence Seidman, CBPS, L.L.C., Dennis Pollack, Veteri Place Corporation and 2514 Multi-Strategy Fund, L.P., such persons stated that as of September 9, 2011, they beneficially own a total of 3,692,604 shares of our common stock, representing 22.7% of the shares outstanding as of August 9, 2011.  Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., LSBK06-08, LLC and Lawrence Seidman have an address of 100 Misty Lane, Parsippany, New Jersey 07054.  Mr. Seidman also has an address of 19 Veteri Place, Wayne, New Jersey 07470.  Broad Park Investors, L.L.C. and Chewy Gooey Cookies, L.P. have an address of 80 Main Street, West Orange, New Jersey 07052.  Mr. Pollack has an address of 825 Third Avenue, New York, New York 10022.  CBPS, LLC has an address of One Rockefeller Plaza, New York, NY 10020, and 2514 Multi-Strategy Fund, L.P. has an address of 15310 Amberly Drive, Suite 220 Tampa, Florida 33647.

The following table provides information regarding the beneficial ownership of our common stock by Leon G. Cooperman and certain of his affiliates:

Annual Meeting?

If you executeare a proxy card,“record” shareholder of Common Stock (that is, if you hold Common Stock in your own name as of April 13, 2016 on the Company’s stock records maintained by our transfer agent, Broadridge Financial Solutions, Inc., you may vote by proxy or in person at the Annual Meeting. To vote by proxy, you may use one of the following methods:

Can I change my vote after I return my proxy card?

Any shareholder of record has the power to revoke yourhis or her proxy at any time before it is exercised by either:

voted. You may revoke your proxy before it is voted at the Annual Meeting by:

All proxy cards that are properly executed and not revoked will be voted as specified in the proxy card. IfWhat constitutes a proxy is signed but no specification is given, the proxy will be voted in favorquorum for purposes of the Board's nominees for election toAnnual Meeting?

The presence at the Board,Annual Meeting in favorperson or by proxy of Proposals 2 and 3 and with respect to Proposal 4, for “every two years.”

Center Bancorp, which we refer to from time to time in this proxy statement as the "Company" or "Center," will bear the cost of soliciting proxies. In addition to our soliciting proxies by use of the mail, our officers and employees or officers or employees of our bank subsidiary may solicit proxies by telephone, telegraph or personal interview, with nominal expense to us. We will also pay the standard charges and expenses of brokerage houses or other nominees or fiduciaries for forwarding proxy soliciting material to the beneficial owners of shares. 

If holders of a majority of the voting power of all outstanding shares of our common stock areCommon Stock entitled to vote shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present in person or by proxy,at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

Why is it important to vote my shares?

If we willdo not have a quorum which means thatpresent at the Annual Meeting, we will be ableneed to transact business atadjourn the annual meeting.  meeting to solicit additional proxies. This will cause additional expense and delay for the Company.

What vote is required to approve each item?

The election of directors will requireat the Annual Meeting requires the affirmative vote of a plurality of the common stockvotes cast at the Annual Meeting by shares represented in person or by proxy and entitled to vote atfor the annual meeting.  In other words,election of directors. The non-binding resolution with respect to executive compensation and the ten persons who receive the highest number of votes will be deemed elected to our Board.  Proposals 2 and 3 will be approved if a majorityratification of the votes cast at the annual meeting by shareholders represented and entitled to vote at the annual meeting are "for" these proposals. With respect to Proposal 4, the option of one year, two years or three years that receives the highest number of votes cast will be the frequencyappointment of the vote on the compensation of our named executive officers that has been approved by the shareholders on an advisory basis. If any other matters are submitted to shareholders at the annual meeting, such matters will be deemed "approved" if they receiveindependent registered public accountants requires the affirmative vote of a majority of the votes cast at the annual meetingAnnual Meeting by shareholdersshares represented and entitled toin person or by proxy.

Summary of the Proposals

How does the Board recommend that I vote atmy shares?

Unless you give other instructions on your proxy card, the annual meeting.

For purposespersons named as proxies on the card will vote in accordance with the recommendations of determining the votes castBoard of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

With respect to any matterother matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. At the date this Proxy Statement went to press, the Board of Directors had no knowledge of any business other than that described in this proxy statement that would be presented for consideration at the annual meeting,Annual Meeting.

Who will bear the expense of soliciting proxies?

The Company will bear the cost of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our employees. In addition, we will only count those votes which are cast "for"have retained Laurel Hill Advisory Group, LLC at an estimated cost of $6,500 plus reimbursement of out of pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies. We also has agreed to indemnify Laurel Hill Advisory Group against certain liabilities in connection with this proxy solicitation.

PROPOSAL 1 - ELECTION OF DIRECTORS

The Certificate and By-Laws of the Company provide that the number of Directors shall not be less than five (5) or "against" (or,more than twenty-five (25) and permit the exact number to be determined from time to time by the Board of Directors.

On January 22, 2016, Raymond J. Vanaria, a director of the Registrant and the Bank, resigned from the Board of Directors of both the Registrant and the Bank. The Board of Directors, through its Nominating and Corporate Governance Committee (the “NCG”), is currently conducting a search to appoint a successor to Mr. Vanaria. In particular, the criteria being considered by the NCG with respect to Proposal 4, every one year, every twoMr. Vanaria’s successor include: (i) the ability to serve on the audit committee; (ii) qualification as an “audit committee financial expert”; and (iii) certain other qualifications routinely considered by the NGC when recommending new members of the Board of Directors, including diversity considerations.

In light of the foregoing, for 2016, there are eleven (11) nominees for Director. There are no arrangements or understanding between any director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee.

The Board of Directors of the Company has nominated for election to the Board of Directors the persons named below, each of whom currently serves as a member of the Board. If elected, each will serve until the 2017 Annual Meeting of Shareholders, and until his replacement has been duly elected and qualified.The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected.

The following table sets forth the names, ages, principal occupations, and business experience for all nominees, as well as their prior service on the Board, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more years.

NOMINEES FOR ELECTION

The Company encourages all directors to attend the Company’s annual meeting. Each then current member of the Company’s Board of Directors attended the Company’s 2015 Annual Meeting of Shareholders

Required Vote

DIRECTORS WILL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT THE ANNUAL MEETING WHETHER IN PERSON OR BY PROXY.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.

INFORMATION ABOUT THE BOARD OF DIRECTORS

Frank Sorrentino III, Chairman of the Board and Chief Executive Officer, 54: Mr. Sorrentino became Chairman and Chief Executive Officer of the Company commencing as of the closing of the Merger with Legacy ConnectOne Bancorp on July 1, 2014. Prior to this, Mr. Sorrentino served as Chairman and Chief Executive Officer of Legacy ConnectOne and the Bank. Prior to becoming an officer of Legacy ConnectOne and the Bank, Mr. Sorrentino was a founder of the Bank and a builder and construction manager in Bergen County. Through his business contacts in our market, Mr. Sorrentino has been able to bring customers and investors to the Company, and his real estate experience in our market is of great value to the Board. In addition, as the Company’s senior executive officer, his insight on the Company’s operations is invaluable to the Board.

Stephen T. Boswell, Lead Independent Director, 62: Mr. Boswell was a founding organizer of the Bank. His firm, Boswell Engineering, Inc., for which he has served as President and Chief Executive Officer since 1990, is involved in many projects in our market. Through his business activities, Mr. Boswell has a strong sense of business conditions in our market that is invaluable to the Board.

Frank W. Baier, Director, 50: Mr. Baier currently serves as Executive Vice President and Chief Financial Officer of Continental Grain Company, a diversified operating and investment company. Mr. Baier has an extensive background in finance, including service as Executive Vice President and Chief Financial Officer of Independence Community Bank Corp. from June 2001 until September 2005, Chief Financial Officer and Chief Accounting Officer of Securities Industry and Financial Markets Association from June until September of 2008, Special Advisor to Washington Mutual from September 2008 until October 2008, Chief Financial Officer of Capital Access Network, Inc. from February 2009 until February 2010, and a Partner at Columbia Financial Partners LP, from May 2010 until June 2011. Mr. Baier also served as Legacy ConnectOne’s Executive Vice President and Chief Financial Officer from July 2011 through September 2012. Mr. Baier’s extensive background and understanding of finance proves invaluable to the Board.

Alexander A. Bol, Director, 69: Mr. Bol founded Bol Architecture in 1974, and currently serves as a Principal of that firm. Mr. Bol is a member of the American Institute of Architects and the New Jersey Society of Architects and is certified by the National Council of Architectural Registration Boards. Mr. Bol is a New Jersey licensed Professional Planner and a registered Architect in the states of New Jersey, Massachusetts, New York, and Pennsylvania. Mr. Bol served as chairman of Company from 2011 until June 30, 2014. The leadership Mr. Bol has provided to the Company and Union Center National Bank prior to the consummation of the Merger, together with his knowledge of the banking industry and his stature in the community led the board to conclude that Mr. Bol should serve as a director of the Company.

Frederick Fish, Director, 71: Mr. Fish was appointed as a director of the Company and Union Center National Bank on March 30, 2012. Mr. Fish’s extensive knowledge of, and experience in, the real estate industry, his familiarity with complex financial transactions and his significant involvement with various charitable endeavors, led the Board to conclude that Mr. Fish should serve as a director.

Frank Huttle III, Director, 61: Mr. Huttle was a founding organizer of the Bank. He has over 30 years or every three years). We will count abstentionsof experience in the insurance, mortgage banking and broker non-votes solelyreal estate industries formerly as a practicing attorney and partner at DeCotiis, Fitzpatrick and Cole, prior to taking his current position, and as a certified public accountant and Partner at Touche Ross & Co. Mr. Huttle has served as Executive Vice President and General Counsel to Hudson Media, Inc., a diversified magazine service and holding company since February, 2010. His experience as a transactional attorney and as a businessman in our market allows him to provide unique insight to the Board on a variety of matters, including current business conditions impacting our customers. Mr. Huttle also currently serves as the mayor of the Borough of Englewood, New Jersey.

Michael Kempner, Director, 58: Mr. Kempner was a founding organizer of the Bank. He has over 30 years of public relations and media experience and has served as President and Chief Executive Officer for MWW Group, Inc since 1985. His experience as the head of a locally based media company has proved invaluable to the Board.

Nicholas Minoia, Director, 60: Mr. Minoia’s experience as a principal of a full-service real estate group and his knowledge about the real estate market led the Board to conclude that Mr. Minoia should serve as a director.

Joseph Parisi, Jr., Director, 56: Mr. Parisi was a founding organizer of the Bank. Mr. Parisi has served as President and Chief Executive Officer of Otterstedt Insurance Agency since 1979. He also served as Mayor for the purposeBorough of determining whetherEnglewood Cliffs, New Jersey, from November 2005 to January 2016. His experience in the insurance industry and as the former Mayor of a quorum is present attown in our market allow him to provide valuable insight to the annual meeting.  Broker non-votes occur when brokers who hold their customers' shares in street name submit proxies for such sharesBoard on someconditions affecting our customers.

Harold Schechter, Director, 71: Mr. Schechter’s financial acumen and experience as a chief financial officer of an import and distribution business, and his ability to understand complex financial matters, but not others.  Generally, this would occur when brokersled the Board to conclude that Mr. Schechter should serve as a director.

William A. Thompson, Director, 58: Mr. Thompson’s management and business experience led the Board to conclude that Mr. Thompson should serve as a director.

Diversity Statement

Although we have not receivedadopted a formal policy on diversity, the Board considers diversity when selecting candidates for board service. When the Board determines there is a need to fill a director position, we begin to identify qualified individuals for consideration. We seek individuals that possess skill sets that a prospective director will be required to draw upon in order to contribute to the Board, including professional experience, education, and local knowledge. While education and skills are important factors, we also consider how candidates will contribute to the overall balance of the Board, so that we will benefit from directors with different perspectives, varying view points and wide-ranging backgrounds and experiences. We view and define diversity in its broadest sense, which includes gender, ethnicity, education, experience and leadership qualities.

INFORMATION ABOUT THE BOARD OF DIRECTORS AND MANAGEMENT

Security Ownership of Management

The following table sets forth information as of April 13, 2016 regarding the number of equity securities beneficially owned by all Directors, executive officers described in the compensation table, and by all Directors and executive officers as a group. Beneficial ownership includes shares, if any, instructionsheld in the name of the spouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the Director or executive officer can vest title in himself at once or

within sixty (60) days. Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.

There are no shareholders other than those set forth above who are known to the Company to beneficially own 5% or more of the Common Stock of the Company.

Board of Directors; Independence; Committees

The Board of Directors held a total of thirteen (13) meetings in the year ended December 31, 2015. The Company’s policy is that all Directors make every effort to attend each meeting. For the year ended December 31, 2015, each of the Company’s Directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and Board committees on which the respective Directors served.

A majority of the Board consists of individuals who are “independent” under the Nasdaq listing standards. In making this determination with regard to Board member Michael Kempner, the Board considered the fact that the Company and the Bank have used Mr. Kempner’s firm, MWW Group, to provide advertising and public relations assistance and advice. The Board considered, among other factors, the fees paid to MWW Group as a percentage of the firm’s total revenue (less than 1%) and Mr. Kempner’s personal income and determined that the engagement of MWW Group did not interfere with Mr. Kempner’s exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Board has considered the fact that (i) several directors, including Messrs. Boswell, Huttle, Kempner and Parisi, each own a direct or indirect interest in a limited liability company which acts as a landlord for two of the Bank’s branches, See – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Board has further considered the fact that (i) Director Minoia also owns an interest in an entity which owns the Bank’s Summit branch, and (ii) Director Fish owns an interest in an entity which owns the Bank’s Englewood branch. The Board has concluded that based on each director’s respective interest in the rental payments compared to their customers.  In these cases,overall net worth and cash, membership in such limited liability company does not interfere with their exercise of independent judgment in carrying out the brokers,responsibilities of a director. Mr.Sorrentino, who serves as the holdersChairman and Chief Executive Officer is not independent. Shareholders wishing to communicate directly with the independent members of record, are permittedthe Board of Directors may send correspondence to voteConnectOne Bancorp, Inc., attn.: Stephen Boswell, Lead Independent Director, 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632.

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Conduct governing our Chief Executive Officer and senior financial officers, as required by the Sarbanes-Oxley Act and SEC regulations, as well as the Board of Directors and other senior members of management. Our Code of Conduct governs such matters as conflicts of interest, use of corporate opportunity, confidentiality, compliance with law and the like. Our Code of Conduct is available on "routine" matters, which typically includeour website at www.connectonebank.com.

Committees

Committees of Our Board of Directors

Audit Committee

We maintain an Audit Committee in accordance with Section 3(a)(58)(A) of the ratificationSecurities Exchange Act of 1934. The Audit Committee is responsible for the selection of the independent registered public accounting firm but not on non-routine matters.

PROPOSAL 1

ELECTION OF DIRECTORS

Our By-Laws provide that our Board will consist of not less than five nor more than twenty-five members. The exact number of directors is fixed and determined from time to time by resolution of the full Board or by resolution of the shareholders at any annual or special meeting.  Our Board has set the number of directors at ten as offor the annual meeting. Frederick S. Fish was appointedaudit and to our Board on March 30, 2012,establish, and he will stand for election atoversee the annual meeting. Oneadherence to, a system of our existing directors, Alan H. Straus, has decided that he will not stand for re-election at the annual meeting. Accordingly, all of the members of our current Board, other than Mr. Straus, will stand for re-election this year for a one year term.

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors. In response, Nasdaq adopted amendments to its definition of independence. Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee. As noted below, our Board has determined that the members of the Audit Committee satisfy all applicable definitions of independence. Our Board has also determined that the following members of our current Board (including all members of our Nominating and Compensation Committees) satisfy the Nasdaq definition of independence: Alexander A. Bol, Frederick S. Fish, James J. Kennedy, Howard Kent, Harold Schechter, Lawrence B. Seidman, Alan H. Straus, William A. Thompson and Raymond Vanaria.

Center does not contemplate that any nominee will be unable to serve as a director for any reason. Each of our Board's nominees has agreed to serve if elected. However, in the event that one or more of our Board's nominees should be unable to stand for election, discretionary authority is reserved to cast votes for the election of a substitute or substitutes selected by our Board of Directors and all proxies eligible to be voted for our Board's nominees will be voted for such other person or persons. Each of the nominees is also a member of the Board of Directors of our subsidiary, Union Center National Bank (the "Bank" or "UCNB").

The following table sets forth, for the ten nominees to our Board of Directors, their principal occupations for at least the past five years, their ages, the year in which they became a director of Center and UCNB, otherdirector positions held currently or at any time during the last five years,the number of shares of our common stock which they beneficially owned as of January 31, 2012 and their percentage of common stock ownership as of January 31, 2012:

For additional procedures, seecharter for the Audit Committee Charter, which was attached to the 2010 proxy statement as Annex B.is available on our website at www.connectonebank.com. The Audit Committee reviews related party transactions at leastcurrently consists of Messrs. Schechter (Chairman), Boswell, Huttle and Thompson, all of whom are “independent” under the Nasdaq listing standards, meet the independence standards of the Sarbanes-Oxley Act for service on a monthly basis.  By "related party transaction," we mean a transaction betweenan audit committee, and are financially literate and can read and understand financial statements, as required by the Company or anyAudit Committee charter.

The Audit Committee does not currently have an audit committee financial expert as defined under the rules of the Securities and Exchange Commission. As noted above, the qualification as an “audit committee financial expert” is among the criteria being considered by the Nominating and Corporate Governance Committee to fill the current vacancy in the Board of Directors.

Audit Committee Report

The Audit Committee meets periodically to consider the adequacy of the Company’s financial controls and the objectivity of its subsidiaries, onfinancial reporting. The Audit Committee meets with the one hand,Company’s independent auditors and an executive officer, director or immediate family memberthe Company’s internal auditors, all of an executive officer or a director, onwhom have unrestricted access to the other hand.Audit Committee.

Compensation Committee Report

The CompensationIn connection with this year’s financial statements, the Audit Committee has reviewed and discussed the information provided underCompany’s audited financial statements with the caption "Compensation DiscussionCompany’s officers and Analysis" set forth above.  Crowe Horwath LLP, our independent auditors. We have discussed with Crowe Horwath LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, (“Communication with Audit Committees”). We also have received the written disclosures and letters from Crowe Horwath LLP required by Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”), and have discussed with representatives of Crowe Horwath LLP their independence.

Based on that reviewthese reviews and those discussions, the CompensationAudit Committee recommended to ourthe Board of Directors that such "Compensation Discussion and Analysis"the audited financial statements be included in this proxy statement.

In addition, in accordance with U.S. Treasury regulations applicable to participants in the TARP Capital Purchase Program, in whichCompany’s Annual Report on Form 10-K for the Company participated in 2011, the Compensation Committee of Center Bancorp's Board of Directors certifies that:

As required under Treasury's initial interim final rule related to the TARP executive compensation limitations issued in October 2008, the Company's Senior Risk Officer in May 2009 reviewedfiscal year 2015 for filing with the Committee, at the direction of the Company's primary federal regulator, the Company's executive incentive compensation plans to ensure that the Company's executive officers were not encouraged to take unnecessaryU.S. Securities and excessive risks that could threaten the value of the Company. As required by the June 2009 interim final rule, the Committee engaged in December 2009, with the assistance of the Company's Senior Risk Officer, in a broader review that included all of the Company's incentive compensation plans for all employees. This latter review included discussion, evaluation and review of the plans applicable to the Company's senior executive officers and other eligible officers to ensure that such plans do not encourage such officers to take unnecessary and excessive risks that threaten the value of the Company; discussion, evaluation and review of all employee plans in light of the risks posed to the Company by such plans and how to limit such risks (including ensuring the plans do not encourage behavior focused on short-term results rather than long-term value creation); and discussion, evaluation and review of all employee plans to ensure the plans do not encourage the manipulation of reported earnings to enhance the compensation of any of the Company's employees.

In meeting with the Company's Senior Risk Officer and other members of executive management, the Committee identified the Company's senior executive officer compensation plans. For 2011, these plans were the Achievement Incentive Plan ("AIP") and the Loan Incentive Plan. The Committee also reviewed the Company's other non-senior executive officer compensation plan, the 2011 Branch Management Incentive Compensation Program and the Mortgage Lender Incentive Plan. See the Compensation Discussion and Analysis for the services provided by our consultant in 2011.

The Committee's review of the Company's AIP concluded with a determination by the Committee that the plan did not encourage unnecessary and excessive risks that threatened the value of the Company and did not encourage manipulation of the Company's reported earnings to enhance the compensation of any of the Company's employees. The AIP contained a soundness threshold that conditions any incentive payments to any plan participants on attaining very specific quantifiable goals verified by the CEO and Board of Directors. The review concluded that the exclusion of the CEO, due to TARP limitations, who must approve all awards under the Plan, provided a significant restraint to actions resulting in inappropriately higher risk to the Company. Furthermore, the plan limits the maximum amount of payout and participant inclusion in the Plan is determined annually and inclusion in one year does not guarantee inclusion in subsequent years, thus further limiting the risk to the Company. In connection with the review in December 2009, it was noted that the Company's chief executive officer was subject to the cash bonus prohibition for the TARP period, and thus not eligible to participate in the AIP. The December 2009 review recommended consideration of certain changes, including a minimum Company profitability requirement. The review also concluded that consideration be given to adopting a pooled incentive derived from the financial statements, which would allow for better peer comparisons. These recommendations will be included in any future plans and incorporated in existing plans as appropriate.  The Committee, with the assistance of the Senior Risk Officer, conducted similar reviews in June of 2010, December of 2010, June of 2011 and a final review in December 2011 as required by TARP. These reviews also concluded that no unnecessary risks were present and that the plans had sufficient controls in place to manage acceptable risk.  In light of the Company's performance, the Compensation Committee and our Board of Director's determined that no AIP awards for 2009, 2010 or 2011 would be granted to any of the SEOs participating in the AIP due to overall Company performance falling short of budget expectations.

The review of the Company's Loan Incentive Plan, which was modified during 2009 to incorporate additional risk mitigators, concluded with a determination by the Committee that the plan did not encourage unnecessary or excessive risks that threatened the value of the Company or that encouraged the manipulation of the Company's earnings to enhance the compensation of any of the Company's loan officers. Similar reviews in June of 2010, December of 2010, June of 2011 and a final review in December 2011as required under TARP determined the plan did not encourage unnecessary or excessive risks that threatened the value of the Company or that encouraged the manipulation of the Company's earnings to enhance the compensation of any of the Company's loan officers. The Company requires participants to be in good standing and prohibits awards based on transactions approved solely under the officer's authority.  Additionally, the plan requires that awards will be eligible only for loans that meet safety and soundness underwriting standards. Incentive awards earned under the plan may be adjusted based on current and historical credit quality results as measured by actual delinquency levels. Unacceptable performance in subsequent periods allows the Company to recover ("clawback") previously paid awards. The Company believes that there are adequate controls and clawback provisions embedded within the plan to mitigate the risk associated with the plan. Officers that participate in the Loan Incentive Plan do not participate in the AIP. The December 2009 and subsequent reviews recommended incorporating a deferral feature to allow for the evaluation of the time horizon associated with realizing the impact of loans generated in the current period.To date, the Company has not modified the plans to incorporate a deferral feature, preferring to limit the amount of awards available under the plan until such time as performance justifies meaningful awards. During 2011, the Company adopted the Residential Mortgage Lenders Incentive Plan with the assistance of the compensation consultant. Special attention was provided to ensure the plan complied with the recently enacted Dodd-Frank Act (effective April, 2012), revised provisions of Regulation Z (effective April, 2011) related to consumer safety and loan originations and the Fair Labor Standards Act concerning minimum wage requirements for exempt and non-exempt employees. The plan awards incentives for loan production without regard to the specific type of loan or size of the loan. Credit quality and delinquent payments are also components of the plan intended to minimize risk to the customer and the Company.Participants in the Residential Mortgage Lenders Incentive Plan do not participate in any other incentive plan offered by the Company. The December, 2011 review of the Company’s incentive plans determined the plan did not encourage unnecessary risks that threatened the value of the Company or that encouraged the participants to manipulate documentation to enhance their awards.

After its review of these incentive compensation arrangements, the Committee was able to conclude that none of these arrangements encourage manipulation of the Company's reported earnings to enhance the compensation of any of the Company's employees.

Alexander A. BolExchange Commission.

Harold Schechter

Lawrence B. Seidman

Stephen T. Boswell
Frank Huttle, III
William A. Thompson

Other Compensation Committee Matters

Charter.  Our

The Board of Directors has defined the duties of its Compensation Committee in a charter. A copy of the current Compensation Committee charter was attached to our 2010 proxy statement asAnnex A;is available on the charter is not presently included on our Web site.

Company’s website at www.connectonebank.com under Governance Documents.

Authority, Processes and Procedures.   ProceduresOur

The Compensation Committee is responsible for administering ourthe Company’s equity compensation plans, for establishing the compensation of our presidentthe Company’s President and chief executive officerChief Executive Officer and for recommending to the Board the compensation of ourthe other executive officers. OurThe Compensation Committee also establishes policies and monitors compensation for ourthe Company’s employees in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of employees in general, the Compensation Committee retains overall supervisory responsibility for employee compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from senior staff members, as well as outside compensation consultants, regarding issues relevant to determinations made by the Compensation Committee. Mr. WeagleySorrentino participates in Committee deliberations regarding the compensation of other executive officers, but does not participate in deliberations regarding his own compensation.

Consultants

Consultants.  The Compensation Committee recognizes that it is essential to receive objective advice from an outside compensation consultant. Currently, the Compensation Committee has engaged Meyer Chatfieldutilizes Meridian Compensation Advisors (MCCA), anPartners, LLC (“Meridian”) as its independent compensation consulting firm strictly devotedconsultant. Meridian had served as the compensation consultant to the community banking industry, as its outside consultant. MCCA was engaged byCompensation Committee of Legacy ConnectOne.

Meridian reports directly to the Compensation Committee and does not take direction from the executives, unless specifically advised to do so at the direction of the Compensation Committee.

Under the terms of this engagement, MCCA is required to obtain the prior approval of the Compensation Committee before MCCA performs any non-executive compensation related services to the Company. MCCA will report to the Compensation Committee any such services and fees annually and upon the reasonable request of the Committee.attends meetings as requested. The Compensation Committee determines whether MCCA's advice is objectivehas assessed Meridian’s independence relative to the NASDAQ listing rules and free from the influencedetermined that there are no conflicts of management.interest. The Compensation Committee also closely examines the safeguards and steps MCCAMeridian takes to ensure that its executive compensation consulting services are objective. The Compensation Committee takes into consideration that:

MCCA provided Management and the Committee with market data related to base salaries for all other employees to facilitate salary administration and appropriate cash incentives. Additionally, MCCA assisted with the design of a Mortgage Lender's Incentive Plan, TARP certifications and certain executive agreements, including a Non- Compete Agreement. MCCA provided additional information to the Committee as the Committee directed.

AuditNominating Committee Matters

Charter.  Our Board of Directors has established a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Our Board of Directors has defined the duties of its Audit Committee in a charter.  A copy of the current Audit Committee charter was attached to our 2010 proxy statement asAnnex B; the charter is not presently included on our Web site.

Independence of AuditNominating Committee Members.  Our common stock is listed on the Nasdaq Global Select Market and Center Bancorp is governed by the listing standards applicable thereto.

All members of the AuditNominating Committee of the Board of Directors have been determined to be "independent directors"“independent directors” pursuant to the definition contained in Rule 4200(a)(15)5605 of the National Association of Securities Dealers' Marketplace Rules and under the SEC's Rule 10A-3.

Audit Committee Financial Expert. Our Board of Directors has determined that one of the members of the Audit Committee, Raymond Vanaria, constitutes an "audit committee financial expert", as such term is defined by the SEC. As noted above, Mr. Vanaria - as well as the other members of the Audit Committee - has been determined to be "independent".

Audit Committee  Report.  In connection with the preparation and filing of Center Bancorp's Annual Report on Form 10-K for the year ended December 31, 2011:

By: The Audit Committee of the Board of Directors

James J. Kennedy

Howard Kent

Harold Schechter

William Thompson

Raymond Vanaria

Accounting Fees and Other Accounting Matters

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee's charter, all audit and audit-related work and all non-audit work performed by our principal independent accountant is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered that was approved through its pre-approval process.

Audit Fees. Audit fees billed or expected to be billed to us by our principal independent accountant for the audit of the financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2010 and 2011, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q during 2010 and 2011, totaled $255,299 and $267,816, respectively.

Audit-Related Fees. A total of $116,676 and $31,577 in audit-related fees was billed for fiscal years 2010 and 2011, respectively. Such services are defined as services which are reasonably related to the performance of the audit or review of our financial statements but are not reported under the immediately preceding paragraph.

Tax Fees. We were billed an aggregate of $25,984 and $23,083 by our principal independent accountant for the fiscal years ended December 31, 2010 and 2011, respectively, for tax services, principally representing advice regarding the preparation of income tax returns.

All Other Fees. We were billed $0 and $19,500 by our principal independent accountant for the fiscal years ended December 31, 2010 and 2011, respectively, for all services not covered in the immediately three preceding paragraphs.

Other Matters. The Audit Committee has determined that the provision of all services provided by our principal independent accountant during the years ended December 31, 2010 and December 31, 2011 is compatible with maintaining the independence of our principal independent accountant.

Nominating Committee Matters

Independence of Nominating Committee Members.  All members of the Nominating Committee of our Board of Directors have been determined to be "independent directors" pursuant to the definition contained in Rule 4200(a)(15) of the National Association of Securities Dealers'Dealers’ Marketplace rules.

Procedures for Considering Nominations Made by Shareholders.  

The Nominating Committee'sand Corporate Governance Committee charter describes procedures for nominations to be submitted by shareholders and other third-parties, other than candidates who have previously served on the Boardboard or who are recommended by the Board. The charter states that a nomination must be delivered to ourCompany’s corporate Secretary at the principal executive offices of Center Bancorpthe Company not later than the close of business on the 90th90^th day noror earlier than the close of business on the 120th120^th day prior to the first anniversary of the preceding year'syear’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the 120th120^th day prior to such annual meeting and not later than the close of business on the later of the 90th90^th day prior to such annual meeting or the close of business on the 10th10^th day following the day on which public announcement of the date of such meeting is first made by us. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requires a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (including such person'sperson’s written consent to being named in the proxy statement as a nominee and to serving as a director it elected), and (b) information that will enable the Nominating Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

Qualifications.  

The charter of the Nominating and Corporate Governance Committee describes the minimum qualifications for nominees to the Board and the qualities or skills that are necessary for directors to possess. Each nominee:

Identification and Evaluation of Candidates for the Board.  

Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The Nominating Committee'sCommittee’s charter provides that there will be no differences in the manner in which the nominating committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing Boardboard members will include:

together with a review of such other information as the Nominating Committee shall determine to be relevant.

Third Party Recommendations.  

In connection with the 20112016 annual meeting, the Nominating Committee did not receive any nominations from any shareholder or group of shareholders whichthat owned more than 5% of our common stock for at least one year.

Compensation Committee Interlocks and Insider Participation

Charter.  There are no compensation committee “interlocks,” which generally means that no executive officer of the Company or the Bank served as a director or member of the compensation committee of another entity, one of whose executive officers serves as a director or member of the Compensation Committee.

Board Leadership; Lead Independent Director

Historically the Company had an independent Chairman of the Board, separate from the Chief Executive Officer. However, upon consummation of the Merger with Legacy ConnectOne, the Board appointed Mr. Frank Sorrentino III, the Company’s President and CEO, to also serve as Chairman. The Board considered the fact that Mr. Sorrentino had served as Chairman, President and CEO of Legacy ConnectOne, believed that Board structure had worked well for Legacy ConnectOne and noted the success that Mr. Sorrentino had in growing Legacy ConnectOne. The Board believes that the combination of these two roles at this time provides the benefit of a more consistent communication and coordination throughout the organization. This in turn will result in a more effective and efficient implementation of corporate strategy and is important in unifying the Company’s strategy behind a single vision.

Our Board has also appointed Mr. Stephen T. Boswell, an independent director, to serve as Lead Independent Director of the Board. As Lead Independent Director, Mr. Boswell presides over all Board meetings when the Chairman is not present, and presides over meetings of the non-management directors held in executive session. The Lead Independent Director has the responsibility of meeting and consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive and advising him on the efficiency of the Board meetings, and facilitating teamwork and communication between the non-management directors and management.

Risk Oversight

Risk is an inherent part of the business of banking. Risks faced by the Bank include credit risk relating to its loans and interest rate risk related to its entire balance sheet. The Board of Directors oversees these risks through the adoption of policies and by delegating oversight to certain committees, including the Audit Committee and the Loan and Asset/Liability Committees of the Bank. These committees exercise oversight by establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability and compliance with all applicable laws and regulations.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee (the “Committee”) and the Company are both committed to a pay-for-performance philosophy. This Compensation Discussion & Analysis (CD&A) provides information about the strategies and policies developed to ensure that executive compensation is strongly correlated with the Company’s overall performance and the individual performance of our executives.

Our Named Executive Officers (NEOs) for 2015 were:

Executive Summary

2015 marked a return to more normalized operations for the Company and attendant organic growth after completing our merger with Legacy ConnectOne Bancorp and our operational integration in 2014. Our long range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and customers we serve. These goals are reflected in the Company’s compensation programs for its executive officers by:

Business Results

Fiscal year 2015 represented our first full post-merger year of operations. The merger, in combination with strong organic growth, led us to become the second largest commercial bank headquartered in New Jersey. During 2015, we accomplished the following:

Performance-Based Compensation

Pay-for-performance is a key objective of our executive compensation program. Our compensation program focuses on performance-based pay that reflects our achievements on an annual basis and our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay, a proportion of cash and equity and a proportion of short- and long-term incentive compensation. For the fiscal year 2015, our compensation targets and pay mix were the following:

CEO Target Pay Mix	Other NEOs Target Pay Mix

Compensation Design Principles and Governance Best Practices

The design principles of our executive compensation programs are intended to protect and promote the interests of our stockholders. Below we summarize certain practices we have implemented to drive performance and those we have not implemented because we do not believe they would serve our stockholder’s long-term interests.

Results of 2015 Say on Pay Advisory Vote

The Company solicited a shareholder advisory vote on executive compensation in 2014 which received 96% approval. Company shareholders approved a bi-annual advisory vote, thus our next shareholder vote is in connection with this Annual Meeting.

Executive Compensation Objectives and Policies

We use our executive compensation programs to align the interests of executive officers with our shareholders. Our programs are designed to attract, retain and motivate leadership to support our growth and sustain our competitive advantage. Our compensation opportunities are aligned with the competitive market with actual pay that is designed to vary dependent on performance. We utilize a balance of fixed and variable pay components, cash and equity, and short and long-term performance horizons to determine our pay. Our compensation program is designed to support our business strategies, align our pay with our performance and reinforce sound compensation governance to mitigate excessive risk taking. The table below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described above.

Setting Annual Compensation

Roles & Responsibilities

Compensation Committee

The Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. This includes oversight of the total compensation programs for the Company’s CEO and other executive officers, including all Named Executive Officers. The Committee is comprised solely of independent directors. The Committee receives input and data from Finance and Human Resources functions as well as outside consultants and advisors to provide external reference and perspective.

The Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, long-term incentives/equity and other benefits and perquisites. The Committee reviews the Chief Executive Officer’s performance annually and makes decisions regarding the Named Executive Officers’ compensation, including base salary, incentives and equity grants based on this review. The Compensation Committee reviews its decisions with the full Board of Directors.

The Committee has defined the dutiessole authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting or other advisors, or consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants throughout the year as they relate to executive compensation. The Committee has direct access to and meets periodically with the compensation consultant independently of management.

Independent Compensation Consultant

The Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian) as its compensation consultant. Meridian reports directly to the Committee and performs no other work for the Company. The Consultant reports directly to the Committee and carries out their responsibilities to the Committee in coordination with the Company’s Finance and Human Resources staff as requested by the Committee. The Committee has reviewed and concluded that Meridian’s consultation services comply with the standards adopted by the SEC and by NASDAQ with respect to compensation advisor independence and conflicts of interest.

Management

Although the Committee makes independent determinations on all matters related to compensation of the Named Executive Officers, certain members of management may be requested to attend or provide input to the Committee. Input may be sought from the Chief Executive Officer, Chief Financial Officer, or others to ensure the Committee has the information and perspective it needs to carry out its duties.

In particular, the Committee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance goals and input on his assessment of the Named Executive Officers, including contribution and individual performance of each of his direct reports. The Chief Executive Officer and the Chief Financial Officer often assist the Committee on matters of design, administration and operation of the Company’s compensation programs.

Although executives may provide insight, suggestions or recommendations regarding executive compensation, they are not present during the Compensation Committee’s deliberations or vote. Only Compensation Committee members vote on decisions regarding executive compensation. The Committee regularly meets in executive session without management present. While the Chief Executive Officer makes recommendations on other Named Executive Officers, the Committee is ultimately responsible for approving compensation for all Named Executive Officers. The Chief Executive Officer’s compensation is discussed in executive session without members of management, including the Chief Executive Officer, present.

Peer Group & Competitive Benchmarking

Following the merger, in November, 2014, Meridian provided market compensation data to the Compensation Committee based on the peer group set forth below. This data was used to assist the Committee in setting pay levels and target pay opportunities (short and long-term) for the 2015 pay programs.

The Committee worked with the consultant to develop a peer group that was appropriate for the newly-combined Company. The Committee considered commercial banks that were similarly-sized (approximately ½x to 2x the Company’s post-Merger assets) and primarily located in similar regions. Based on this assessment, the Committee approved the following peer group to be used for benchmarking purposes. The median assets for this peer group were $3.1 billion, compared to $3.4 billion for the Company, as of December 31, 2014.

2015 Executive Compensation Program and Pay Decisions:

Base Salary

The Compensation Committee determined that an increase in the base salary for each of the Named Executive Officers was appropriate based on a review of market data, performance assessments and in consideration of the increased responsibilities resulting from the larger size and diversification of the Company.

Annual Incentive

An important element of our performance-based pay program is our Executive Annual Incentive Plan which provides cash incentives based on attaining pre-established goals. Each participant has a target incentive opportunity expressed as a percentage of base salary although actual payouts can range from no payout to 150% of target at stretch performance. The 2015 incentive targets are summarized below.

The Compensation Committee establishes performance measures on an annual basis that are tied specifically to the Company’s financial performance (return on average assets, efficiency ratio and tangible book value). The Committee may also adjust awards based upon individual performance. The weights and performance goals of these factors are summarized in the following table:

At the end of the year, the Compensation Committee determined a payout percentage based on the Company’s financial performance. The Corporate results were as follows: