UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 6, 2006

                              CENTER BANCORP, INC.

             (Exact Name of Registrant as Specified in its Charter)


     New Jersey                         2-81353                 52-1273725
----------------------------     ------------------------      -------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
  of Incorporation)                                          Identification No.)

      2455 Morris Avenue, Union, New Jersey                             07083
      -------------------------------------                             -----
     (Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (800) 862-3683

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

Item 1.01         Entry into a Material Definitive Agreement.

      On February 6, 2006, Union Center National Bank (the "Bank") and Center
Bancorp Inc. (the "Corporation") entered into a change in control agreement with
Charles E. Nunn, Jr. Mr. Nunn is a Senior Vice President of the Bank and a Vice
President of the Corporation. The change in control agreement is effective as of
January 3, 2006.

      The change in control agreement is for an initial term commencing on
January 3, 2006 and ending on January 2, 2009, subject to renewal provisions
that, in effect, assure Mr. Nunn of at least twelve months' notice of
termination of the agreement. The change in control agreement automatically
terminates if his employment by the Bank and/or the Company is terminated prior
to a Change in Control Event (as defined herein).

      Mr. Nunn has the right under the change in control agreement to resign
with "Good Reason," which is defined in the agreement to mean a resignation by
Mr. Nunn within 180 days after the occurrence of a Change in Control Event
which, in turn is defined as the acquisition by a third party of a majority of
the voting stock or substantially all of the assets of the Corporation or the
Bank or a change in the composition of the Board of Directors of the Corporation
such that a majority of the members of the Board as of the date of the agreement
no longer serve on the Board. Upon termination for Good Reason, the change in
control agreement provides that Mr. Nunn will be entitled to: (a) a lump sum
severance payment equal to three (3) times the sum of (1) his annual base salary
as in effect immediately prior to the termination, (2) the largest annual cash
bonus he received by the Bank and/or the Corporation in the two years preceding
the termination, (3) the amount recorded on his W-2 (for the calendar year
preceding the calendar year in which the termination occurs) that is
attributable to fringe benefits provided to him by the Bank and/or the
Corporation, (4) the annual premium of his long-term care policy as in effect
immediately preceding the termination (to the extent such amount is not recorded
on his W-2 as attributable to fringe benefits), and (5) the maximum matching
contribution that could have been made under the Bank's 401(k) plan if he had
remained employed by the Bank and the Company for an additional year following
the date of termination; (b) subsidized COBRA coverage for 18 months; and (c)
acceleration of all unvested stock options. The severance payment and subsidized
COBRA coverage are conditioned upon Mr. Nunn's execution, delivery and
non-revocation of a general release in favor of the Corporation, the Bank and
related parties. Mr. Nunn would be entitled to comparable benefits if the Bank
and the Corporation were to terminate his employment without "Cause" upon, or
within twelve months following, a Change in Control Event.

      Mr. Nunn's change in control agreement contains a "gross up" provision
which provides for additional compensation in the event that any benefits
payable to him pursuant to that agreement are subject to certain excise taxes
imposed by the Internal Revenue Code.


            A copy of Mr. Nunn's change in control agreement is being filed with
this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01.  Financial Statements and Exhibits.

      (d) Exhibits

      Exhibit 10.1 - Change in Control Agreement among Center Bancorp, Union
Center National Bank and Charles E. Nunn, Jr. dated February 6, 2006.



<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        CENTER BANCORP, INC.

                                        By: /s/ John J. Davis

                                        Name:  John J. Davis
                                        Title: President and Chief Executive
                                               Officer

Dated:  February 8, 2006


<PAGE>

                                  EXHIBIT INDEX

      Exhibit 10.1 - Change in Control Agreement among Center Bancorp, Union
Center National Bank and Charles E. Nunn, Jr. dated February 6, 2006
{"company-data": {"conformed-name": "CENTER BANCORP INC", "cik": "0000712771", "assigned-sic": "6022", "irs-number": "521273725", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11486", "film-number": "06588735"}, "business-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "9086889500"}, "mail-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 6, 2006

                              CENTER BANCORP, INC.

             (Exact Name of Registrant as Specified in its Charter)

     New Jersey                         2-81353                 52-1273725
----------------------------     ------------------------      -------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
  of Incorporation)                                          Identification No.)

      2455 Morris Avenue, Union, New Jersey                             07083
      -------------------------------------                             -----
     (Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (800) 862-3683

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01         Entry into a Material Definitive Agreement.

      On February 6, 2006, Union Center National Bank (the "Bank") and Center
Bancorp Inc. (the "Corporation") entered into a change in control agreement with
Charles E. Nunn, Jr. Mr. Nunn is a Senior Vice President of the Bank and a Vice
President of the Corporation. The change in control agreement is effective as of
January 3, 2006.

      The change in control agreement is for an initial term commencing on
January 3, 2006 and ending on January 2, 2009, subject to renewal provisions
that, in effect, assure Mr. Nunn of at least twelve months' notice of
termination of the agreement. The change in control agreement automatically
terminates if his employment by the Bank and/or the Company is terminated prior
to a Change in Control Event (as defined herein).

      Mr. Nunn has the right under the change in control agreement to resign
with "Good Reason," which is defined in the agreement to mean a resignation by
Mr. Nunn within 180 days after the occurrence of a Change in Control Event
which, in turn is defined as the acquisition by a third party of a majority of
the voting stock or substantially all of the assets of the Corporation or the
Bank or a change in the composition of the Board of Directors of the Corporation
such that a majority of the members of the Board as of the date of the agreement
no longer serve on the Board. Upon termination for Good Reason, the change in
control agreement provides that Mr. Nunn will be entitled to: (a) a lump sum
severance payment equal to three (3) times the sum of (1) his annual base salary
as in effect immediately prior to the termination, (2) the largest annual cash
bonus he received by the Bank and/or the Corporation in the two years preceding
the termination, (3) the amount recorded on his W-2 (for the calendar year
preceding the calendar year in which the termination occurs) that is
attributable to fringe benefits provided to him by the Bank and/or the
Corporation, (4) the annual premium of his long-term care policy as in effect
immediately preceding the termination (to the extent such amount is not recorded
on his W-2 as attributable to fringe benefits), and (5) the maximum matching
contribution that could have been made under the Bank's 401(k) plan if he had
remained employed by the Bank and the Company for an additional year following
the date of termination; (b) subsidized COBRA coverage for 18 months; and (c)
acceleration of all unvested stock options. The severance payment and subsidized
COBRA coverage are conditioned upon Mr. Nunn's execution, delivery and
non-revocation of a general release in favor of the Corporation, the Bank and
related parties. Mr. Nunn would be entitled to comparable benefits if the Bank
and the Corporation were to terminate his employment without "Cause" upon, or
within twelve months following, a Change in Control Event.

      Mr. Nunn's change in control agreement contains a "gross up" provision
which provides for additional compensation in the event that any benefits
payable to him pursuant to that agreement are subject to certain excise taxes
imposed by the Internal Revenue Code.

            A copy of Mr. Nunn's change in control agreement is being filed with
this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01.  Financial Statements and Exhibits.

      (d) Exhibits

      Exhibit 10.1 - Change in Control Agreement among Center Bancorp, Union
Center National Bank and Charles E. Nunn, Jr. dated February 6, 2006.
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CENTER BANCORP, INC.

                                        By: /s/ John J. Davis

                                        Name:  John J. Davis
                                        Title: President and Chief Executive
                                               Officer

Dated:  February 8, 2006
EXHIBIT INDEX

      Exhibit 10.1 - Change in Control Agreement among Center Bancorp, Union
Center National Bank and Charles E. Nunn, Jr. dated February 6, 2006