Seidman Investment Partnership, L.P. Agreement

Exhibit C


AMENDED AND RESTATED


AGREEMENT OF LIMITED PARTNERSHIP


OF
SEIDMAN INVESTMENT PARTNERSHIP, L.P.


JANUARY 5, 1995


AMENDED AND RESTATED


AGREEMENT OF LIMITED PARTNERSHIP


Table of Contents


1.
Definitions............................................................
(a) "Act".................................................
(b) "Affiliate"...........................................
(c) "Agreement"...........................................
(d) "Capital Account"....................................
(e) "Certificate".........................................
(f) "Code"................................................
(g) "Fiscal
Period"...............................................
(h) "Fiscal Quarter"......................................
(i) "Fiscal Year".........................................
(j) "General Partner Percentage".........................
(k) "Net Profit".........................................
(l) "Net Loss"........................................
(m) "Partnership Percentage".............................


2. Organization.................................................


3. Name of
Partnership...................................................


4. Principal Office, Resident Agent,
Registered Office.............................................


5. Term of the Partnerships......................................


6. Purposes......................................................


7. Contributions of the
Partners; New Partners.....................................
8. Capital
Accounts......................................................


9. Adjustments to Capital Accounts...............................


10. Hot Issues...................................................


11. Valuation.....................................................


12. Determination by General Partners of
Certain Matters...............................................


13. Liability of Partners.........................................


14. Rights and Duties of General Partner..........................


15. Expensess.....................................................


16. Administrative Fee............................................


17. Limitation on Power of Limited Partners.......................


18. Other Business
Ventures......................................................


19. Limitation on Assignability of Interests
of Limited
Partners......................................................


20. Withdrawals by the Limited Partners...........................


21. Withdrawal by the General Partner and


Affiliates....................................................


22. Dissolution and Winding Up of the


Partnership...................................................


23. Accounting and
Reports.......................................................


24. Books and
Records.......................................................


25. Indemnification...............................................


26. Amendment of Partnership Agreement............................


27. Notices.......................................................


28. Agreement Binding on Successors
and Assigns...................................................


29. Governing Law.................................................


30. Consents......................................................


31. Miscellaneous.................................................


AMENDED AND RESTATED


AGREEMENT OF LIMITED PARTNERSHIP OF


SEIDMAN INVESTMENT PARTNERSHIP, L.P.


THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Seidman Investment Partnership, L.P. (the "Partnership"), dated as of January 5, 1995, by and between Veteri Place Corporation, as the General Partner (the "General Partner") and the persons and entities, referred to in schedule A on file at the offices of the Partnership, who have executed, either directly or indirectly by an attorney-in-fact, as limited partners (the "Limited Partners").


PREMISES:


A. The Partnership was organized in accordance with the New Jersey revised Uniform Limited Partnership act by the filing by the General Partner of a certificate of Limited Partnership with the office of the Secretary of State of the State of New Jersey on----------------, 1995.


B. The General Partner, pursuant to the authority granted to him under section 26 of the Agreement, desires to amend the Agreement and to restate the same.


NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, effective as of February 15, 1995, it is hereby agreed as follows:


The following terms shall have the following meaning when used in this Agreement:


(a) "Act" shall mean the New Jersey Revised Uniform Limited Partnership Act, amended from time to time.


(b) "Affiliate" shall mean any person performing services on behalf of the Partnership who (i) directly or indirectly controls, is controlled by, or is under common control with a General Partner; (ii) is any company of which a General Partner or its controlling shareholder is an officer, director, partner or trustee; (iii) a member of the family of the controlling shareholder of the General Partner; or (iv) an Individual Retirement account or similar trust for the benefit of one or more General Partner or its affiliates.


(c) "Agreement" shall mean this agreement of Limited Partnership, as originally executed and as amended, modified, supplemented or restated from time to time.


(d) "Capital account" shall mean the account described in Section 8 of this Agreement.


(e) "Certificate" shall mean the Partnership's certificate of Limited Partnership as defined in section 2 of this Agreement.


(f) "Code" shall mean the Internal Revenue code of 1986, or successor provision of law, and the regulations issued thereunder.


(g) "Fiscal Period" shall mean the period beginning on the day immediately succeeding the last day of the immediately preceding fiscal Period and ending on the earliest occurring of the following:


(i) The last day of the Fiscal Year;


(ii) The day immediately preceding the day on which a new Partner is admitted to the Partnership;


(iii) the day immediately preceding the date on which a Partner makes an additional capital contribution to the Partner's capital account;


(iv) The day on which a Partner withdraws, in whole or in part, the amount of his or its Capital account;


(v) The date of dissolution of the Partnership in accordance with Section 5 of this Agreement.


(h) "Fiscal "Quarter" shall mean a fiscal quarter of the Partnership.


(i) "Fiscal Year" shall mean the fiscal year of the Partnership, which shall be the calendar year.


(j) "General Partner Percentage" shall mean a percentage established by the General Partner for each General Partner on the Partnership's books as of the first day of each Fiscal Period. The sum of the General Partners Percentages for each Fiscal Period shall equal one hundred percent (100%).


(k) "Net Profit" of the Partnership shall mean, with respect to any Fiscal Period, the excess of the aggregate revenue, income and gains (realized and unrealized) earned on an accrual basis during the fiscal Period by the Partnership from all sources over the expenses and losses (realized and unrealized) incurred on an accrual basis during the fiscal Period by the Partnership.


(l) "Net Loss" of the Partnership shall mean, with respect to any fiscal Period, the excess of all expenses and losses (realized and unrealized) incurred on an accrual basis during the fiscal Period by the Partnership over the aggregate revenue, income and gains (realized and unrealized) earned on the accrual basis during the fiscal period by the Partnership from all sources.


(m) "Partnership Percentage" shall mean a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).


2. Organization.


The General Partner has executed a Certificate of Limited Partnership pursuant to the provisions of the Act (the "Certificate") and has cause the certificate to be filed as required by the Act. The General Partner shall also execute and record all amendments to the Certificate or additional certificates as may be required by this Agreement or by law.


3. Name of Partnership.


The name of the Partnership shall be Seidman Investment Partnership, L.P. or such other name as the General Partner may from time to time designate.


4. Principal Office, Resident Agent, Registered Office.


The principal office of the Partnership is 1235A Route 23 South, Wayne, New Jersey or any other place determined by the General Partner. The Partnership's phone number is (201) 633-7900. The name and address of the registered agent for service of process in the State of New Jersey is Lawrence B. Seidman, 1235A Route 23 South, Wayne, NJ 07470. The address of the registered office of the Partnership in the State of New Jersey is c/o Lawrence B. Seidman, 1235A Route 23 South, Wayne, New Jersey 07470.


5. Term of the Partnership.


(a) The term of the Partnership, having commenced on the date the Certificate was filed shall continue until the first of the following events occurs:


(i) December 31, 2014;


(ii) a written consent to dissolution of the Partnership by all Partners;


(iii) upon all of the General Partners ceasing to be general partners as a result of doing or being subject to one or more of the following:


(A) withdrawing from the Partnership in accordance with Section 21 of this Agreement;


(B) assigning all of its interest in the Partnership;


(C) making an assignment for the benefit of its creditors;


(D) filing a voluntary petition in bankruptcy;


(E) being adjudged bankrupt or insolvent or having entered against it an order of relief in any bankruptcy or insolvency proceeding;


(F) filing a petition or answer seeking for itself any reorganization, arrangement,composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;


(G) filling an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation;


(H) seeking consenting to, or acquiescing in the appointment of a trustee or receiver, or liquidator of all or any substantial part of its properties;


(I) being the subject of any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, which proceeding shall have continued for one hundred and twenty (120) days


after the commencement thereof; or the appointment of a trustee, receiver, or liquidator for such General Partner or all or any substantial part of it properties without its consent or acquiescence, which appointment is not vacated or stayed for ninety (90) days after the expiration of the stay during which period the appointment is not vacated;


(J) the death of a General Partner; or


(K) the entry by a court of competent jurisdiction adjudicating such General Partner incompetent to manage his person or his property; or


(iv) upon issuance of a non-appealable decree of dissolution of the Partnership by a New Jersey Court of competent jurisdiction.


(b) In the event a General Partner does or becomes subject to any of the provisions of subsection (a)(iii) of this Section 5, the remaining General Partner shall be permitted to carry on the business of the Partnership upon written notice provided to all Partners of the decision to continue the Partnership's business. Each Limited Partner shall have the right for a period of thirty (30) days from the date of the written notice (the "Election Period") to elect to withdraw from the Partnership as of ten (10) days after the last day of the Election Period. The Limited Partner will receive the proceeds of a withdrawal made pursuant to this subsection (b) within ninety (90) days of the date of withdrawal. The amount of such proceeds will be calculated after the adjustments to his capital account provided for in Section 9 hereof, made as if the withdrawal date were the end of a Fiscal Year.


(c) If any one or more of the termination events listed in this Section 5 occurs, and if the remaining General Partner chooses not to carry on the business of the Partnership in accordance with the provisions of subsection (b) of this Section 5, the Partnership shall be dissolved and its affairs wound up as provided in Section 22 of this Agreement.


6. Purposes


The Partnership is organized for the following purposes:


(a) to invest and trade, on margin or otherwise, in "Securities," as that term is defined in Section 2(1) of the Securities Act of 1933, as amended (the "1933 Act");


(b) to sell Securities short and cover short sales;


(c) to lend funds or properties of the Partnership, either with or without security; and


(d) to execute, deliver and perform all contracts and other undertakings, and engage in all activities and transactions, that the General Partner believes is necessary or advisable in carrying out the purposes specified all subsections (a), (b), and (c) of this Section 6, including without limitation:


(i) to purchase, transfer or acquire in any manner and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the investments described in subsection (a) of this Section 6; and


(ii) to register or qualify the Partnership under any applicable Federal or state laws, or to obtain exemptions under those laws, if registration qualification or exemption is deemed necessary by the General Partner.


7. Contributions of the Partners; New Partners.


(a) Each Partner shall make a contribution to the Partnership's capital ("Capital Contribution") in the amount set out opposite the Limited Partner's name in Schedule A attached to this Agreement.


(b) Any Partner may elect, with the consent of the General Partner to make an additional Capital Contribution, as of the first day of any fiscal Quarter. The General Partner may, in its sole discretion, permit additional Capital Contributions to be made more frequently than quarterly.


(c) No Partner shall be required to make any additional Capital Contributions.


(d) Capital Contributions made by Limited Partners must be in cash.


(e) The General Partner shall have the right, but not the obligation, to admit new Partners to the Partnership as of the first day of any Fiscal quarter. The General Partner may, however, in its sole discretion, admit new Partners more frequently than quarterly.


8. Capital Accounts.


A Capital account shall be established for each Partner. For the Fiscal Period during which a Partner is admitted to the Partnership, his or its capital account shall equal the amount of his or its initial Capital Contribution. For each subsequent Fiscal Period, the Partner's Capital account will equal the sum of the amount of his or its Capital account as finally adjusted for the immediately preceding fiscal Period and the amount of any additional Capital Contribution made by the Partner as of the first day of the current Fiscal Period.


9. Adjustments to Capital Accounts.


At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:


(a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows:


(i) Twenty percent (20%) of the Net Profit shall be reallocated to the General Partner for each Fiscal Year as a "Incentive Allocation".


(ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts.


(b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner unti ...