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EXHIBIT 10.8.1
AMENDMENT NO. 1
TO
CHANGE OF CONTROL AGREEMENT
THIS
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (this
"Amendment"),
dated as of the 21st day of February, 2007, is by and between
CENTRAL JERSEY
BANCORP, a New Jersey corporation (the "Company" or "Bancorp"), and
James S.
Vaccaro (the "Executive").
WHEREAS,
the Company and the Executive entered into a Change of Control
Agreement as of August 1, 2006 (the "Agreement");
WHEREAS,
the Company and the Executive would like to amend Section 1 of
the Agreement to remove certain inconsistencies therein and to
otherwise clarify
the meaning thereof.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants, undertakings and representations contained herein, and
for other good
and valuable consideration, the receipt and adequacy of which are
hereby
acknowledged, the Company and the Executive agree as follows:
1.
Amendment. Section 1 of the Agreement is hereby amended to read
as
follows:
1. Term of Agreement. This Agreement shall be effective as of
August
1, 2006
(the "Effective Date"), and shall continue in full force and
effect for
so long as the Executive is employed by Bancorp and/or Central
Jersey
Bank, N.A., the bank subsidiary of Bancorp (the "Bank");
provided,
however,
that this Agreement shall continue in effect after the
termination of Executive's
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