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                                   EXHIBIT 4.3

                              CENTER BANCORP, INC.

                         AUTOMATIC DIVIDEND REINVESTMENT

                             AND STOCK PURCHASE PLAN

            (as amended and restated effective as of January 1, 2004)

The  Automatic  Dividend  Reinvestment  and Stock  Purchase Plan (the "Plan") of
Center Bancorp,  Inc. ("Bancorp") described herein provides holders of Bancorp's
Common Stock ("Common  Stock") with a simple and convenient  method of investing
cash  dividends and optional cash payments in additional  shares of Common Stock
without payment of any brokerage commission or service charge.

                                    Section 1

                           Administration of the Plan

The  administrator  of the Plan ("Plan  Administrator")  shall be Registrar  and
Transfer Company or such other financial institution as shall be selected by the
Board of Directors of Bancorp.  The Plan Administrator shall administer the Plan
for  participants,  keep records,  send  statements  of account to  participants
pursuant to Section 7 hereof and perform other duties  relating to the Plan. The
Plan Administrator will act in the capacity of agent for the participants.


                                    Section 2

                           Eligibility to Participate


All holders of record of shares of Common Stock are eligible to  participate  in
the Plan.  To  participate  in the Plan,  beneficial  owners of shares of Common
Stock whose shares are registered in other names (for instance, in the name of a
broker or a nominee) must first become owners of record of such shares by having
those shares transferred into their own names.


A  shareholder  of  Bancorp  may  join  the  Plan  at any  time  by  signing  an
authorization  card  ("Authorization   Card")  and  returning  it  to  the  Plan
Administrator.

                                    Section 3

                            Participation in the Plan


All Authorization  Cards shall be in a form satisfactory to Bancorp and the Plan
Administrator and must be received by the Plan Administrator for any participant
(i) not later than the  record  date of the first  dividend  to be  invested  in
Common Stock for such  participant  pursuant to the Plan and (ii) not later than
the sixth day prior to the first  business  day of the first  calendar  month in
which the  participant  wishes to invest in Common Stock by means of an optional
cash payment, in accordance with Section 4.



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                                    Section 4

                                  Cash Payments


At any time and from  time to time,  a  participant  may make an  optional  cash
payment  of not less than $100 per  calendar  month,  to be used for  purchasing
Common Stock pursuant to the Plan, as described below;  provided,  however, that
the sum of a  participant's  optional cash payments in any calendar year may not
exceed $50,000.  The limitations set forth in the preceding sentence  pertaining
to the minimum and maximum  amount of optional  cash payments may be modified in
accordance with Section 15.


An optional  cash  payment must be received by the Plan  Administrator  and must
clear by the sixth day prior to the first  business day of the calendar month in
which it is to be invested in  accordance  with  Section 6, which sixth day date
shall be the record date for such optional cash payments. Once made, an optional
cash  payment may be  withdrawn  prior to such  record  date.  Provided  that an
optional cash payment has cleared and is not  withdrawn,  then (x) if such first
business  day  of a  calendar  month  is  in  an  Original  Issuance  Month  (as
hereinafter  defined),  on such first business day the Plan Administrator  shall
invest the participant's optional cash payment by purchasing from Bancorp either
unissued  shares of Common  Stock or treasury  shares of Common  Stock or (y) if
such first  business day of a calendar  month is in a Market  Purchase Month (as
hereinafter defined), on such first business day, or as soon thereafter as shall
be  practicable,  the Plan  Administrator  shall  arrange for the  participant's
optional  cash  payment  to be used to  purchase  shares of Common  Stock in the
market pursuant to the procedures described in Section 20(c) hereof.


Optional  cash  payments may be made by check or money order payable to the Plan
Administrator.


The number of shares of Common Stock  purchased for each  participant  with such
participant's  optional cash payment shall be computed (to four decimal  places)
by dividing (a) such  participant's  optional cash payment by (b) the applicable
purchase price described in Section 6 hereof.

                                    Section 5

                      Payment and Reinvestment of Dividends

As and when dividends are paid on the Common Stock, Bancorp will promptly pay to
the Plan  Administrator all dividends payable on shares of Common Stock owned by
participants  in  the  Plan  with  respect  to  the  reinvestment  of  dividends
(including all shares credited to participants'  accounts) (less taxes withheld,


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if any). The Plan  Administrator  shall credit such dividends to the accounts of
the  respective  participants  (on  the  basis  of  such  shares  owned  by each
participant  on the most  recent  dividend  record  date)  and shall (x) on each
dividend payment date, reinvest such dividends by purchasing from Bancorp either
unissued shares of Common Stock or treasury  shares of Common Stock.  The number
of  shares  of Common  Stock  purchased  for each  participant  with  reinvested
dividends  shall be  computed  (to four  decimal  places)  by  dividing  (a) the
dividend  credited to the participant's  account by (b) the applicable  purchase
price described in Section 6 hereof.

                                    Section 6

                                    Purchases


Purchases of shares of Common Stock will be made on the relevant investment date
or,  in the  case of open  market  purchases,  as soon  thereafter  as  shall be
practicable.  With respect to the reinvestment of dividends,  an investment date
is a  dividend  payment  date.  With  respect  to  optional  cash  payments,  an
investment date is the first day of each calendar month or, if such day is not a
business  day for  Bancorp,  the  first  business  day for  Bancorp  immediately
following  such date shall be the  investment  date.  Participants  will  become
owners of the shares purchased for them under the Plan on the date on which such
shares are purchased.


The purchase prices of shares purchased under the Plan shall be as follows:

With respect to the  reinvestment of dividends,  the purchase price shall be 95%
(such  percentage,  the "Pricing  Percentage") of the average "Market Price" for
the five trading days  immediately  preceding the relevant  investment date (the
"Pricing  Period").  With respect to the investment of optional cash payments in
an Original  Issuance  Month,  the purchase  price shall be the average  "Market
Price"  during the Pricing  Period.  If the Common Stock is quoted on the NASDAQ
National  Market System,  the "Market Price" shall be the closing sales price of
the Common Stock as quoted on such system.  If the Common Stock is not quoted on
the NASDAQ National  Market System,  the "Market Price" shall be the "Mid Price"
if,  on  each of the  trading  days in the  Pricing  Period,  one or more of the
"Designated  Brokers"  quotes an asked  price for the  Common  Stock or the "Bid
Price" if none of the  Designated  Brokers  quotes an asked price for the Common
Stock on each such  trading  day.  For  purposes of the Plan,  (i) the term "Mid
Price" shall mean, on each trading day during the Pricing Period, the average of
the "Designated  Broker Quotes";  (ii) the term "Designated Broker Quotes" shall
mean, on each trading day during the Pricing Period,  for each Designated Broker
that quotes a bid price and an asked price for the Common  Stock on such trading
day,  the  average of the high bid price and the low asked  price for the Common
Stock as reported by each such Designated Broker on such trading day, (iii) "Bid
Price" shall mean, on each trading day during the Pricing Period, the average of
the high bid prices for the Common Stock as quoted by each Designated Broker and
(iv) "Designated Broker" shall mean each broker-dealer  selected by the Board of
Directors  of  Bancorp as a  "Designated  Broker" at least six days prior to the
applicable  investment  date. A trading day is a day on which bid prices for the
Common Stock are available  from a Designated  Broker or a closing sale price is
quoted on the NASDAQ National Market System.

With respect to the  investment of optional  cash payments in a Market  Purchase
Month,  the purchase price shall be the weighted  average  purchase price during
such Market Purchase Month of the Common Stock purchased with all such dividends
and with all such optional cash payments, respectively.




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The number of shares that will be purchased for each  participant will depend on
the amount of the participant's  reinvestment and/or investment and the purchase
price.  Each  participant's  account will be credited with that number of shares
(including  fractions computed to four decimal places) equal to the total amount
to be invested  divided by the applicable  purchase price (also computed to four
decimal places).


The Board of Directors of Bancorp shall reserve a sufficient number of shares of
Common Stock for issuance pursuant to the Plan.


The Pricing Percentage may be modified in accordance with Section 15.


                                    Section 7

                             Reports to Participants

Each  participant  in the Plan shall  receive a statement of account  after each
purchase.   The  statement  will  set  forth  the  amount  of  the  most  recent
reinvestment  and/or investment,  the number of shares purchased,  the price per
share, and the total number of shares held in the participant's  account.  These
statements are a  participant's  record of the costs of his purchases and should
be retained for income tax purposes. In addition, each participant shall receive
copies of other  communications  sent to holders  of shares of Common  Stock and
Internal Revenue Service information for reporting dividend income received.

                                    Section 8

                             Certificates for Shares


Shares of Common Stock purchased under the Plan for the accounts of participants
shall be  registered  in the name of the Plan  Administrator  or its nominee and
shall not be issued to participants  until a written request is sent to the Plan
Administrator.


Certificates  for any number of whole  shares  credited to an account  under the
Plan will be issued at any time upon the written request of a participant to the
Plan  Administrator.  Any  remaining  full shares and  fractions of a share will
continue to be credited to the participant's account.


Certificates for fractions of shares will not be issued under any circumstances.

                                    Section 9

                         Pledge or Assignment of Shares

Shares credited to the account of a participant (those registered in the name of
the Plan  Administrator  or its  nominee) may not be pledged or assigned and any
such purported pledge or assignment will be void.





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                                   Section 10

                              Disposition of Shares

If a participant  disposes of Common Stock  registered  in his or her name,  the
dividends  on shares  previously  credited to his or her account  under the Plan
will continue to be reinvested  until the  participant  withdraws  from the Plan
pursuant to Section 11 herein.

                                   Section 11

                    Withdrawal; Termination of Participation


A participant may withdraw from the Plan by sending a written  withdrawal notice
to the Plan Administrator.  When a participant  withdraws from the Plan, or upon
termination of the participant's participation in the Plan or termination of the
Plan by Bancorp,  certificates  for whole shares  credited to the  participant's
account  under the Plan will be issued and a cash  payment  will be made for any
fraction of a share based on the then current Market Price of the Common Stock.


Upon a participant's  withdrawal from the Plan, the participant may also request
that all or part of the whole  shares  credited  to his  account  in the Plan be
sold.  If a  participant  makes such a  request,  the sale shall be made for the
participant by the Plan  Administrator as soon as practicable  after the request
is received.  The  participant  shall receive the proceeds from such sale,  less
related brokerage fees or commissions and less any applicable transfer taxes.


A participant  may withdraw  from the Plan by notice to the Plan  Administrator,
which notice must be received  prior to the applicable  dividend  record date in
order to apply with  respect to the  reinvestment  of  dividends on the dividend
payment date immediately  following such dividend record date. All optional cash
payments received prior to a record date for such optional cash payments will be
invested  in  shares  of  Common  Stock on the  next  relevant  investment  date
following  such record date unless a  withdrawal  notice is received by the Plan
Administrator before such record date.


The Plan  Administrator may terminate a participant's  participation in the Plan
upon mailing a notice of intention to terminate to the participant at his or her
address as it appears in the Plan Administrator's  records. Bancorp reserves the
right to terminate any  participant's  participation in the Plan at any time for
any  reason,  including,  without  limitation,   arbitrage-related   activities,
transactional profit activities and excessive re-enrollments.


When a participant  withdraws from the Plan, a cash adjustment  representing any
fraction  of a share  credited  to the  participant's  account  will  be  mailed
directly to the participant.  The cash payment will be based on the Market Price
of the Common Stock on the effective date of withdrawal.


A shareholder  may re-enter the Plan by following the procedures  applicable for
initial  enrollment in the Plan.  However,  Bancorp reserves the right to reject
any  Authorization  Card from a previous  participant  in the event of excessive
enrollments  and  withdrawals or in the event that such  participant's  previous
participation was terminated by Bancorp for any reason.



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                                   Section 12

              Non-Cash Dividends and Stock Splits; Rights Offerings


Any stock dividends or split shares distributed by Bancorp on shares credited to
the account of a participant  under the Plan will be added to the  participant's
account. Stock dividends or split shares distributed on shares registered in the
name of a participant  will be mailed  directly to the  participant  in the same
manner as to shareholders who are not participating in the Plan.


Warrants  representing  rights on any  shares of Common  Stock,  both  whole and
fractional,  credited to a participant's  account will be mailed directly to the
participant in the same manner as to shareholders  who do not participate in the
Plan.

                                   Section 13

                                  Voting Rights


Shares held by the Plan  Administrator  for a  participant  will be voted as the
participant directs with respect to shares held in his or her own name.


For each meeting of  shareholders,  the  participant  shall receive a proxy card
which will enable the  participant  to vote the shares  registered in his or her
own name. If the proxy card is returned  properly  signed and marked for voting,
all whole shares held for the  participant  under the Plan shall be voted in the
same manner as the shares owned directly by the participant. The total number of
whole shares held under the Plan may also be voted in person at a meeting.


If no  instructions  are received on a properly  signed returned proxy card with
respect  to  any  item  thereon,  all of a  participant's  whole  shares  (those
registered in his name and those credited to his account under the Plan) will be
voted in accordance with the recommendations of Bancorp's Board of Directors. If
the  proxy  card is not  returned  or if it is  returned  unsigned,  none of the
participant's shares will be voted unless the participant votes in person.

                                   Section 14

                              Foreign Shareholders

In the case of a foreign  shareholder  whose  dividends  are  subject to federal
income  tax  withholding,  the amount of tax  required  to be  withheld  will be
deducted from the amount of cash  dividends to determine the amount of dividends
to be reinvested.

                                   Section 15



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                      Modification and Termination of Plan

Bancorp (through its Board of Directors)  reserves the right to suspend,  modify
or terminate the Plan, or the  participation in the Plan by any participant,  at
any time. All  participants  affected by such action shall receive notice of any
such suspension, modification or termination. Bancorp's right to modify the Plan
includes  the right to increase or decrease  the minimum and maximum  amounts of
optional  cash  payments  which may be made  under the Plan.  Revisions  in such
minimum and  maximum  amounts  will only be made upon 30 days'  prior  notice to
participants.  Bancorp  also  has a right  to  revise  the  Pricing  Percentage.
Revisions in the Pricing  Percentage  must be made at least 30 days prior to the
first dividend record date for which it is to apply.

                                   Section 16

                              Fees and Commissions

Except as  described  in Section 11,  Bancorp  shall pay all fees and  brokerage
commissions in connection with the Plan.

                                   Section 17

                                 Interpretation

The Plan shall be interpreted and regulated by Bancorp. All such interpretations
and regulations shall be conclusive.

                                   Section 18

                                  No Liability

In administering the Plan, Bancorp and the Plan Administrator  (including all of
their officers, directors,  employees and agents) will not be liable for any act
done in good faith or for any good faith  omission  to act,  including,  without
limitation,  any claim of  liability  arising  out of  failure  to  terminate  a
participant's  account upon such participant's  death prior to receipt of notice
in writing of such death and any claim of  liability  with respect to the prices
at which  shares  are  purchased  for  participants'  accounts  or the time such
purchases are made.

                                   Section 19

            Termination or Resignation of Plan Administrator; Status

Bancorp may  terminate  the Plan  Administrator's  services  under the Plan upon
thirty  (30)  days  prior  written  notice to the Plan  Administrator.  The Plan
Administrator may resign upon ninety (90) days' prior written notice to Bancorp.
The Plan Administration may be a subsidiary of Bancorp.

                                   Section 20



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       Original Issuance Month and Market Purchase Month; Market Purchases


Each calendar month shall either be deemed to be an "Original Issuance Month" or
a "Market  Purchase  Month".  A  calendar  month  shall be deemed to be a Market
Purchase Month if either Bancorp's Board of Directors  determines,  prior to the
commencement of such month, that purchases of shares of Common Stock during such
month through optional cash payments under this Plan shall be made on the market
or the Board fails to make any determination,  prior to the commencement of such
month,  as to whether  purchases  of shares of Common  Stock  during  such month
through  optional  cash  payments  under this Plan shall be made from Bancorp or
shall be made on the market.  A calendar month shall be deemed to be an Original
Issuance  Month only if Bancorp's  Board of Directors  determines,  prior to the
commencement of such month, that purchases of shares of Common Stock during such
month through optional cash payments under this Plan shall be made from Bancorp.
Any such determination shall be within the absolute discretion of the Board. The
Board shall not change  from a Market  Purchase  Month to an  Original  Issuance
Month or from an Original  Issuance Quarter to a Market Purchase Month more than
once during any six month period.


All  purchases  of shares of Common Stock made through  optional  cash  payments
under this Plan during an Original  Issuance  Month shall be made  directly from
Bancorp.  In addition,  all purchases of shares of Common Stock made through the
automatic  reinvestment of dividends under this Plan shall be made directly from
Bancorp.  Shares of Common Stock purchased directly from Bancorp shall either be
authorized  but  unissued  shares of Common  Stock or treasury  shares of Common
Stock.


All  purchases  of shares of Common Stock made through  optional  cash  payments
under the Plan  during a Market  Purchase  Month  shall be made by means of open
market  purchases  in  the   over-the-counter   market  or  through   negotiated
transactions.  Such  purchases  shall be subject  to such terms with  respect to
price, delivery and similar factors as the Plan Administrator (or an independent
agent,  if the Plan  Administrator  is affiliated  with Bancorp) may  determine.
Neither Bancorp nor any affiliate of Bancorp nor any participant  shall have any
authority  or power to direct the time or price at which  shares of Common Stock
may be purchased or the  selection of the broker or dealer  through or from whom
market purchases are to be made.


If, during a Market Purchase Month, the Plan Administrator is unable to purchase
the full  number of shares of Common  Stock  required  to be  purchased  through
optional cash payments under this Plan, the Plan  Administrator  shall equitably
allocate among the participants the shares actually  purchased during such month
and the optional cash payments which could not be invested during such month.

                                   Section 21

                                  Governing Law

The terms, conditions and operation of the Plan shall be governed by the laws of
the State of New Jersey.




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