POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas L. Gray, Jr. and/or Mark A.
Wolters as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments and post-effective
amendments to that certain Registration Statement of Carnegie Bancorp on Form
S-4, and to file the same with all exhibits thereto, and grants unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         This Power of Attorney may be executed in one or more counterparts.

         The foregoing Power of Attorney was prepared in conjunction with the
Registration Statement on Form S-4 and has been duly signed by the following
persons in the capacities and dates indicated.


Signature                               Title                     Date
/s/BRUCE A. MAHON
- -----------------------
Bruce A. Mahon                        Director             September 14, 1995

/s/THEODORE H. DOLCI, JR
- ----------------------
Theodore H. Dolci, Jr.                Director             September 14, 1995

/s/MICHAEL E. GOLDEN
- ----------------------
Michael E. Golden                     Director             September 14, 1995

/s/JAMES O. HAAS
- ----------------------
James O. Haas                         Director             September 14, 1995

/s/JOSEPH J. OAKES, III
- ----------------------
Joseph J. Oakes, III                  Director             September 14, 1995

/s/JAMES E. QUACKENBUSH
- ----------------------
James E. Quackenbush                  Director             September 14, 1995

/s/STEVEN L. SHAPIRO
- ----------------------
Steven L. Shapiro                     Director             September 14, 1995

/s/SHELLY M. ZEIGER
- -----------------------
Shelly M. Zeiger                      Director             September 14, 1995