EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             CENTRAL JERSEY BANCORP

                                    ARTICLE I

                                     OFFICES

      Section 1. Principal Office. The principal office of Central Jersey
Bancorp (the "Corporation") shall be located at 627 Second Avenue, Long Branch,
New Jersey 07740, or at such other location as is designated by the
Corporation's Board of Directors (the "Board" or "Board of Directors").

      Section 2. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of New Jersey, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                   ARTICLE II

                                  SHAREHOLDERS

      Section 1. Place of Meeting. All meetings of the shareholders for the
election of directors and for any other purpose may be held at such time and
place, within or without the State of New Jersey, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

      Section 2. Annual Meeting. Annual meetings of shareholders shall be held
in the month of April, May or June, on such day and at such time as the Board of
Directors shall designate, at which the shareholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

      Section 3. Notice of Annual Meeting. Notice of the annual meeting shall be
given by mailing, not more than sixty (60) days nor less than ten (10) days
prior thereto, a written notice stating the time and place thereof, directed to
each shareholder of record entitled to vote at the meeting at his, her or its
address as the same appears upon the records of the Corporation.

      Section 4. List of Shareholders. Prior to each annual or special meeting
of the shareholders, the officer who has charge of the stock ledger of the
Corporation shall prepare and make a complete list of the shareholders entitled
to vote at said meeting, which shall be arranged in alphabetical order and
include the address of and the number of shares registered in the name of each
shareholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any shareholder
who may be present.


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      Section 5. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation of the Corporation, as may be amended from time to
time (the "Certificate of Incorporation"), may be called by the Chairman of the
Board, any Vice Chairman of the Board, the Chief Executive Officer or the
President, and shall be called by the Chief Executive Officer, the President or
the Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting.

      Section 6. Notice of Special Meeting. Written or telegraphic notice of a
special meeting of shareholders, stating the time, place and object thereof,
shall be given to each shareholder entitled to vote thereat, not more than sixty
(60) nor less than ten (10) days before the date fixed for the meeting.

      Section 7. Business Transacted at a Special Meeting. Business transacted
at any special meeting of shareholders shall be limited to the purposes stated
in the notice.

      Section 8. Quorum. Except as otherwise provided in the Certificate of
Incorporation, a majority of the issued and outstanding shares of the
Corporation's common stock, par value $.01 per share ("Common Stock"), present
in person or by proxy, shall constitute a quorum for the transaction of business
at any meeting of the shareholders; provided, that when a specified matter is
required to be voted on by a class or series of capital stock, voting as a
separate class, the holders of a majority of the issued and outstanding shares
of such class or series shall constitute a quorum for the transaction of
business with respect to such matter.

      Section 9. Method of Voting. Each holder of Common Stock shall, at every
meeting of the shareholders, be entitled to one vote for each share of Common
Stock held by such shareholder.

      Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him, her or it by proxy. Every proxy shall be executed in writing by the
shareholder or his, her or its agent, except that a proxy may be given by a
shareholder or his, her or its agent by telegram or cable or its equivalent. No
proxy shall be valid for more than 11 months, unless a longer time is expressly
provided therein. Unless it is coupled with an interest, a proxy shall be
revocable at will. A proxy shall not be revoked by the death or incapacity of a
shareholder but such proxy shall continue in force until revoked by the personal
representative or guardian of the shareholder. The presence at any meeting of
any shareholder who has given a proxy shall not revoke such proxy unless the
shareholder shall file written notice of such revocation with the secretary of
the meeting prior to the voting of such proxy.

      A person named in a proxy as the attorney or agent of a shareholder may,
if the proxy so provides, substitute another person to act in his, her or its
place, including any other person named as an attorney or agent in the same
proxy. The substitution shall not be effective until an instrument effecting it
is filed with the Secretary of the Corporation.

      Section 10. Action by Shareholders Without a Meeting. Whenever the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any


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corporate action by any provision of the New Jersey Business Corporation Act or
the Certificate of Incorporation, the meeting and the vote of shareholders may
be dispensed with if all the shareholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken, and in the case of any action to be taken pursuant
to Chapter 10 of Title 14A of the Revised Statutes of the State of New Jersey,
the Corporation provides to all other shareholders the advance notification
required by Section 14A:5-6(2)(b) of the New Jersey Business Corporation Act.

      Subject to the provisions of Section 14A:5-6(2) of the New Jersey Business
Corporation Act, whenever the vote of shareholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provision of the New Jersey Business Corporation Act or the Certificate of
Incorporation, other than the election of directors, the meeting and vote of
shareholders may be dispensed with and the action may be taken without a meeting
upon the written consent of shareholders who would have been entitled to cast
the minimum number of votes which would be necessary to authorize such action at
a meeting at which all shareholders entitled to vote thereon were present and
voting.

      Section 11. Conduct at Meetings. At each meeting of shareholders, the
Chairman of the Board of Directors, or in his or her absence any Vice Chairman
of the Board, or in his or her absence the Chief Executive Officer of the
Corporation, or in his or her absence the President of the Corporation, or in
his or her absence any Vice President of the Corporation, or in his or her
absence a chairman chosen by the vote of a majority in interest of the
shareholders present in person or represented by proxy and entitled to vote at
the meeting, shall act as chairman. The Secretary or in his or her absence an
Assistant Secretary or in the absence of the Secretary and all Assistant
Secretaries a person whom the chairman of the meeting shall appoint shall act as
secretary of the meeting and keep a record of the proceedings thereof. The Board
of Directors shall be entitled to make such rules or regulations for the conduct
of meetings of shareholders as it shall deem necessary, appropriate or
convenient. Subject to such rules and regulations, the chairman shall have the
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing: an agenda or order of business for the meeting; rules and
procedures for maintaining order at the meeting and the safety of those present;
limitations on participation in such meeting to shareholders of record of the
Corporation and their duly authorized and constituted proxies, and such other
persons as the chairman shall permit; restrictions on entry at the meeting after
the time fixed for the commencement thereof; limitations on the time allotted to
questions or comments by participants; and regulations with respect to the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. The chairman shall have absolute authority over matters of
procedure and there shall be no appeal from the ruling of the chairman. The
chairman may rule that a resolution, nomination or motion not be submitted to
the shareholders for a vote unless seconded by a shareholder or a proxy for a
shareholder. The chairman may require that any person who is neither a bona fide
shareholder nor a proxy for a bona fide shareholder leave the meeting, and upon
the refusal of a shareholder to comply with a procedural ruling of the chairman
which the chairman deems necessary for the proper conduct of the meeting, may
require that such shareholder leave the meeting. The chairman may, on his or her
own motion, summarily adjourn any meeting for any period he or she deems
necessary if he or she rules that orderly procedures cannot be maintained at the
meeting. Unless, and to the extent, determined


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by the Board of Directors or the chairman of the meeting, meetings of
shareholders shall not be required to be held in accordance with rules of
parliamentary procedure.

      Section 12. Procedure Necessary to Bring Business Before an Annual
Meeting. To be properly brought before an annual meeting of shareholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
properly brought before the meeting by or at the direction of the Board, or (c)
properly brought before the meeting by a shareholder. In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not less than one hundred and
twenty (120) days in advance of the date of the Corporation's proxy statement
released to shareholders in connection with the previous year's annual meeting
of shareholders; provided, however, that if the Corporation did not release a
proxy statement in connection with the previous year's annual meeting, then the
shareholder must give such notice not later than one hundred and twenty (120)
days prior to the anniversary date of the immediately preceding annual meeting.
A shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the shareholder proposing such business, (iii) the class and number
of shares of the Corporation which are beneficially owned by the shareholder,
and (iv) any material interest of the shareholder in such business.

      Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 12 of this Article II and any other
applicable requirements; provided, however, that nothing in this Section 12 of
this Article II shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting.

      The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 12 of this Article II
or any other applicable requirements, which determination shall be conclusive,
and, as a result, any such business shall not be transacted.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. Number and Election of Directors. The number of directors which
shall constitute the whole Board shall be not less than three (3) nor more than
fifteen (15) directors. The Board, upon adoption of these By-laws, as amended
and restated as of January 1, 2005, shall consist of twelve (12) directors, and
thereafter the number of directors which shall constitute the whole Board may be
increased or decreased by resolution of the Board of Directors, but shall in no
case be less than three (3) directors. The directors shall be elected at the
annual meeting of the shareholders, except as provided in Section 9 of this
Article III, and each director elected shall hold office until his or her
successor is elected and qualifies. Directors need not be shareholders.


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      Section 2. Regular Meetings. Regular meetings of the Board of Directors
may be held on five (5) days written notice, at such time as shall be from time
to time determined by the Board, or, if the Chief Executive Officer is also a
member of the Board, the Chief Executive Officer. Written notice for any such
meeting shall state the place, date and hour of the meeting and shall be
delivered either personally or by first class mail or overnight courier service.

      Section 3. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, any Vice Chairman of the Board, the
Chief Executive Officer or the President and shall be called by the Chief
Executive Officer, the President or the Secretary at the request in writing of
at least three (3) directors. Written notice of any special meeting shall state
the place, date and hour of the meeting and shall be delivered, either
personally or by first class mail or overnight courier service, to each director
at least two (2) days prior to the date thereof.

      Section 4. Place of Meeting; Waiver of Notice. Meetings of the Board of
Directors shall be held at such place as shall be designated in the notice of
meeting if notice is required. Notice of any meeting, if required, need not be
given to any director who signs a waiver of notice before or after the meeting.
The attendance of any director at any meeting without the director protesting
prior to the conclusion of such meeting the lack of notice thereof shall
constitute a waiver of notice by such director.

      Section 5. Quorum. Except as otherwise provided in the Certificate of
Incorporation, a majority of the directors then in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.

      Section 6. Manner of Acting. Except as otherwise provided in the
Certificate of Incorporation or herein, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

      Section 7. Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors or by a committee thereof may be taken
without a meeting if, prior to such action, all of the members of the Board or
committee consent in writing to a resolution authorizing the action. Such
written consents may be executed in counterparts, and shall be filed with the
minutes of the Corporation.

      Section 8. Telephonic Attendance at Meeting. Any or all directors may
participate in a meeting of the Board of Directors or a committee of the Board
by means of conference telephone or any means of communication by which all
persons participating in the meeting are able to hear each other.

      Section 9. Vacancies. If the office of any director becomes vacant for any
reason, such vacancy shall be filled by a majority vote of the directors
remaining in office.

      Section 10. Chairman and Vice Chairmen of the Board. A Chairman of the
Board and one or more Vice Chairmen of the Board may be elected by the Board of
Directors from among its members.


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      Section 11. Compensation of Directors. The directors may be paid their
expenses, if any, relating to their attendance at meetings of the Board of
Directors, and directors who are not full-time employees of the Corporation may
be paid a fixed sum for attendance at meetings of the Board of Directors or a
stated salary as a director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

      Section 12. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the Board, designate one or more committees
of the Board of Directors, including an executive committee, each committee to
consist of three (3) or more directors of the Corporation. The Board may
designate one or more directors as alternative members of any committee who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the enabling resolution and permitted
under Section 14A:6-9 of the New Jersey Business Corporation Act, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report them to the Board of Directors when
required.

                                   ARTICLE IV

                                    OFFICERS

      Section 1. Officers. The Corporation's officers shall be a Chief Executive
Officer, a President, a Chief Operating Officer, a Chief Financial Officer and
Treasurer, a Secretary and, if desired, one or more Vice Presidents or such
other officers or agents as the Board of Directors deems necessary or desirable.
The officers shall be elected by the Board of Directors. One person may hold two
(2) or more offices, but the person serving as President may not serve
simultaneously as Secretary.

      Section 2. Term; Removal. The officers of the Corporation shall hold
office until their successors are chosen and qualify. The Board of Directors may
remove any officer at any time by the affirmative vote of a majority of the
directors at any meeting of the Board at which there is a quorum, without the
necessity of specifying any cause therefor and without any prior notice of such
action to the person removed.

      Section 3. Vacancies. Any vacancy in the Office of the Chief Executive
Officer, the Office of the President or any other office shall be filled by the
Board of Directors.

      Section 4. Chief Executive Officer. The Chief Executive Officer shall, in
general, subject to the control of the Board of Directors, supervise and control
all of the business and affairs of the Corporation. All other officers shall be
subject to the authority and supervision of the Chief Executive Officer. The
Chief Executive Officer may enter into and execute in the name of the
Corporation contracts or other instruments not in the regular course of business
which are authorized, either generally or specifically, by the Board of
Directors.


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      Section 5. President. The President shall, subject to the control of the
Board of Directors and the Chief Executive Officer, supervise and manage the day
to day operations of the Corporation. With the exception of the Chief Executive
Officer, all other officers shall be subject to the authority and supervision of
the President. The President may enter into and execute in the name of the
Corporation contracts or other instruments not in the regular course of business
which are authorized, either generally or specifically, by the Board of
Directors. The President shall have the general powers and duties of management
usually vested in the office of president of a corporation.

      Section 6. Chief Operating Officer. The Chief Operating Officer shall
perform such duties and possess such powers as shall be assigned him or her by
the Board of Directors or the Chief Executive Officer.

      Section 7. Vice Presidents. The Board of Directors may appoint one or more
Vice Presidents, each of whom shall perform such duties and possess such powers
as shall be assigned him or her by the Board of Directors.

      Section 8. Chief Financial Officer, Treasurer and Assistant Treasurer. The
Chief Financial Officer, who shall be the Treasurer, shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation,
shall keep or cause to be kept regular books of account for the Corporation and
shall perform such other duties and possess such other powers as are incident to
the office of treasurer or as shall be assigned to him or her by the Board of
Directors. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers, in the order determined by the Board of Directors, shall,
in the absence or disability of the Chief Financial Officer (Treasurer), perform
the duties and exercise the powers of the Chief Financial Officer (Treasurer)
set forth herein and as the Board of Directors from time to time may prescribe.

      Section 9. Secretary and Assistant Secretary. The Secretary shall cause
notices of all meetings to be served as prescribed in these By-laws or by
statute, shall keep or cause to be kept the minutes of all meetings of the
shareholders and the Board of Directors, shall have charge of the corporate
records and seal of the Corporation and shall keep a register of the post-office
address of each shareholder which shall be furnished to the Secretary by such
shareholder. The Secretary shall perform such other duties and possess such
other powers as are incident to the office of the secretary or as are assigned
by the Board of Directors. The Assistant Secretary, or if there shall be more
than one, the Assistant Secretaries, in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary set forth herein and as the
Board of Directors from time to time may prescribe.

      Section 10. Subordinate officers and Agents. The Board of Directors may
elect or appoint such other officers and agents as the Board shall deem
necessary or desirable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.


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                                    ARTICLE V

                             EXECUTION OF DOCUMENTS

      Section 1. Commercial Paper and Contracts. All checks, notes, drafts and
other commercial paper of the Corporation shall be signed by the Chief Executive
Officer, the President or the Chief Financial Officer (Treasurer) of the
Corporation or by such other person or persons as the Board of Directors may
from time to time designate.

      Section 2. Other Instruments. All contracts, deeds, mortgages and other
instruments shall be executed by the Chief Executive Officer, the President, the
Chief Operating Officer, any Vice President or any such other person or persons
as the Board of Directors may from time to time designate, and, if necessary, by
the Secretary or any Assistant Secretary.

                                   ARTICLE VI

                                   FISCAL YEAR

      The fiscal year of the Corporation shall end on December 31st of each
year.

                                   ARTICLE VII

                        CERTIFICATES REPRESENTING SHARES

      Certificates representing shares of capital stock of the Corporation shall
be in such form as shall be determined by the Board of Directors and shall be
executed by the Chief Executive Officer, the President or any Vice President and
by the Secretary or the Treasurer, unless the Board of Directors shall direct
otherwise.

                                  ARTICLE VIII

                                   RECORD DATE

      For the purpose of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without any meeting or for the purpose
of determining shareholders entitled to receive payment of any dividend or
allotment of any right, or in order to make a determination of shareholders for
any other purpose, the Board of Directors shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action or event to
which it relates. When a determination of shareholders of record for a
shareholders' meeting has been made as provided in this Article VIII, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.


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                                   ARTICLE IX

                                    DIVIDENDS

      To the extent permitted by applicable laws and regulations, the Board of
Directors may from time to time declare, and the Corporation may pay, dividends
or make other distributions on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by the Certificate of
Incorporation and by statute.

                                    ARTICLE X

                                    AMENDMENT

      These By-laws may be altered, amended or repealed, or new by-laws may be
adopted by the Board of Directors, at any regular meeting of the Board of
Directors or of any special meeting of the Board of Directors. These By-laws, or
any new By-laws adopted by the Board, may also be altered, amended, or repealed,
or new by-laws may be adopted, by the holders of Common Stock, at any annual or
special meeting if notice of such alteration, amendment, repeal or adoption of
new by-laws is contained in the notice of such meeting.

                                   ARTICLE XI

                                 INDEMNIFICATION

      Section 1. The Corporation shall indemnify a corporate agent against his
or her expenses and liabilities actually and reasonably incurred in connection
with the defense of any proceeding involving the corporate agent by reason of
his or her being or having been such a corporate agent, other than a proceeding
by or in the right of the Corporation, if (a) such corporate agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation and (b) with respect to any criminal
proceeding, such corporate agent had no reasonable cause to believe his or her
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that such corporate agent did not meet
the applicable standards of conduct set forth in subparagraphs (a) and (b)
herein.

      Section 2. The Corporation shall indemnify a corporate agent against his
or her liabilities and expenses, actually or reasonably incurred by him or her
in connection with the defense, in any proceeding, by or in the right of the
Corporation to procure a judgment in its favor which involves the corporate
agent by reason of his or her being or having been such corporate agent, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation. However, in such
proceeding no indemnification shall be provided in respect of any claim, issue
or matter as to which such corporate agent shall have been adjudged liable to
the Corporation unless and only to the extent that the New Jersey Superior Court
or the court in which such proceeding was brought shall determine upon
application that despite the adjudication of liability, but in view of all
circumstances of the case, such corporate agent is fairly and reasonably
entitled to indemnity for


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such expenses or liabilities as the New Jersey Superior Court or such other
court shall deem proper.

      Section 3. The Corporation shall indemnify a corporate agent against
expenses (including attorneys fees) to the extent that such corporate agent has
been successful on the merits or otherwise in any proceeding referred to in
Sections 1 and 2 of this Article XI or in defense of any claim, issue or matter
therein.

      Section 4. Any indemnification under Section 1 of this Article and, unless
ordered by a court, under Section 2 of this Article XI, may be made by the
Corporation only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent met
the applicable standard of conduct set forth in Section 1 or 2 of this Article
XI. Such determination shall be made: (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to or
otherwise involved in the proceeding; (b) if such a quorum is not obtainable,
or, even if obtainable and such quorum of the Board of Directors by a majority
vote of the disinterested directors so directs, by independent legal counsel in
a written opinion, such counsel to be designated by the Board of Directors; or
(c) by the shareholders.

      Section 5. Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the Corporation in advance of the final disposition of
the proceeding, as authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
as provided in this Article XI.

      Section 6. The indemnification and advancement of expenses provided by or
granted pursuant to the other sections of this Article XI shall not exclude any
other rights to which a corporate agent may be entitled under the Corporation's
Certificate of Incorporation, a By-law, agreement, vote of shareholders, or
otherwise; provided, that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his or her acts or omissions (a) were in breach
of his or her duty of loyalty to the Corporation or its shareholders, (b) were
not in good faith or involved a knowing violation of law, or (c) resulted in
receipt by the corporate agent of an improper personal benefit.

      Section 7. The Corporation shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him or her by reason of his or
her being or having been a corporate agent, whether or not the Corporation would
have the power to indemnify him or her against such expenses and liabilities
under the provisions of this section. The Corporation may purchase such
insurance from, or such insurance may be reinsured in whole or in part by, an
insurer owned by or otherwise affiliated with the Corporation, whether or not
such insurer does business with other insureds.

      Section 8. For purposes of this Article XI the following definitions, as
well as all other definitions set forth in N.J.S.A. 14A:3-5 shall apply:


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            (a) "corporate agent" shall mean any person who is or was a
director, officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent corporation,
or the legal representative of any such director, officer, trustee, employee or
agent. Furthermore, any corporate agent also serving as a "fiduciary" of an
employee benefit plan governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974" (ERISA) as amended from time to time,
shall serve in such capacity as a corporate agent, if the Corporation shall have
requested any such person to serve. Additionally, the Corporation shall be
deemed to have requested such person to serve as a fiduciary of an employee
benefit plan, only where the performance by such person of his or her duties to
the Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan.

            (b) "other enterprise" shall mean any domestic or foreign
corporation other than the indemnifying corporation, and any partnership, joint
venture, sole proprietorship, trust or other enterprise (including employee
benefit plans governed by ERISA), whether or not for profit, served by a
corporate agent.

                                   ARTICLE XII

                     LOANS TO AND GUARANTEES OF OBLIGATIONS
                      OF OFFICERS, DIRECTORS AND EMPLOYEES

      To the extent permitted by applicable federal and state laws and
regulations, including corporate and securities laws and regulations, the
Corporation may lend money to, or guarantee any obligation of, or otherwise
assist, any officer or other employee of the Corporation or of any subsidiary,
even if said officer or other employee is also a director of the Corporation or
of any subsidiary, whenever, in the judgment of the Board of Directors, such
loan, guarantee or assistance may reasonably be expected to benefit the
Corporation; such loan, guarantee or assistance, if made to an officer or
employee who is also a director, must be authorized by a majority of the
directors then in office; any such loan, guarantee or other assistance may be
made with or without interest, and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of this Corporation, and may be made upon such other terms and
conditions as the Board may determine; and the proceeds of any such loan may be
applied to the purchase of shares of the Corporation and any shares so purchased
shall be deemed to be fully paid and non-assessable.

                                  ARTICLE XIII

                                      SEAL

      The Corporate Seal shall have inscribed thereon the following: "Central
Jersey Bancorp, Incorporated 2000, New Jersey." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Amended and Restated as of January 1, 2005


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