<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex2-1.txt
<DESCRIPTION>PLAN OF ACQUISITION
<TEXT>
                               PLAN OF ACQUISITION
                          OF ALL THE OUTSTANDING STOCK
                                  OF PARKE BANK
                                       BY
                               PARKE BANCORP, INC.


         THIS PLAN OF  ACQUISITION  (the "Plan") is entered into as of this 26th
day of January  2005,  by and between  PARKE BANK, a commercial  bank  organized
under  the laws of the State of New  Jersey,  with its  principal  office at 601
Delsea  Drive,  Washington  Township,  New Jersey  08080 (the  "Bank") and PARKE
BANCORP, INC., a corporation organized under the laws of the State of New Jersey
with its principal office at 601 Delsea Drive,  Washington Township,  New Jersey
08080 ("Bancorp").

         WHEREAS, the Bank is desirous of forming a bank holding company because
it believes that the holding company will provide it with future  flexibility in
undertaking  the Bank's  current  activities  and future new  activities and may
assist the Bank in raising capital and remaining an independent institution,  if
the Board determines that remaining  independent is in the best interests of the
Bank and its shareholders; and

         WHEREAS,  the  Bank's  Board  of  Directors  has  determined  that  the
formation  of  a  holding  company  is  in  the  best  interest  of  the  Bank's
shareholders; and

         WHEREAS,  Bancorp was formed under the New Jersey Business  Corporation
Act on behalf of the Bank at the direction of the Bank's Board of Directors; and

         WHEREAS,  N.J.S.  17:9A-355 et seq. authorizes a New Jersey corporation
and a  state-chartered  bank to enter  into a plan of  acquisition  to  exchange
shares in the bank for shares in the holding company,  to submit the plan to the
New Jersey  Department  of Banking and  Insurance for approval and implement the
plan if it is approved by the Bank's  shareholders,  subject to the right of the
Bank's shareholders to dissent and receive the fair value of their shares; and

         WHEREAS,  the Boards of  Directors of the Bank and Bancorp have adopted
this Plan pursuant to the provisions of N.J.S. 17:9A-357.

         NOW, THEREFORE, the parties hereto agree as follows:


         1.0 Plan of Acquisition Required by Section 17:9A-357.

         1.1 Name and Address of Acquiring Corporation. The name and the address
of the acquiring corporation is:

                      Parke Bancorp, Inc.
                      601 Delsea Drive
                      Washington Township, New Jersey 08080

<PAGE>

         1.2 Name and Address of Participating Bank. The name and address of the
participating bank is:

                      Parke Bank
                      601 Delsea Drive
                      Washington Township, New Jersey 08080

         1.3 Names and Addresses of Directors of the Acquiring Corporation.  The
names and addresses of the members of the Board of Directors of Bancorp are:

                 Name                              Mailing Address
                 ----                              ---------------
                 Fred G. Choate                    601 Delsea Drive
                                                   Washington Township, NJ 08080

                 Daniel J. Dalton                  601 Delsea Drive
                                                   Washington Township, NJ 08080

                 Celestino R. Pennoni              601 Delsea Drive
                                                   Washington Township, NJ 08080

         1.4 Shares of Other Banks Owned by Acquiring Corporation.  Bancorp does
not own any shares of capital stock of any other bank.

         1.5 Terms and  Conditions of  Acquisition.  The terms and conditions of
the acquisition are the terms set forth in Sections 2, 3, 5, and 6 hereof.

         1.6 Effective  Date.  The effective  date shall be the date selected in
accordance with Section 7 hereof.

         1.7 Other Provisions.  There are no other provisions of the Plan except
as set forth herein.

         2.0 Capitalization; Terms of Acquisition.

         2.1   Capitalization  of  Bancorp.   Bancorp  is  authorized  to  issue
10,000,000  shares of common stock,  par value $0.10 per share ("Common  Stock")
and  1,000,000  shares of serial  preferred  stock,  par value  $0.10 per share.
Bancorp shall not issue any shares of capital stock prior to the Effective Date.

         2.2  Capitalization  of the  Bank.  The  Bank is  authorized  to  issue
10,000,000  shares of common stock,  par value $5.00 per share (the "Bank Common
Stock"). As of December 31, 2004, 2,175,559 shares were issued and outstanding.

         2.3 Terms of Exchange.  Upon the Effective Date, each outstanding share
of the Bank Common  Stock  shall be  converted  into one share of Common  Stock,
subject  to the  rights of  dissenting  shareholders  as  provided  in Section 4
hereof.  Each  outstanding  option to purchase shares of Bank Common Stock under
the Bank's 1999 Employee Stock Option Plan, 2002 Employee

                                       2

<PAGE>

Equity  Incentive  Plan and 2003 Stock  Option Plan shall be  converted  into an
option to purchase  the same number of shares of Common  Stock on the same terms
and conditions,  and each outstanding  Warrant to Purchase Common Stock of Parke
Bank  issued  upon the Bank's  organization  in 1998 shall be  converted  into a
warrant to purchase  the same number of shares of Common Stock on the same terms
and conditions.

         3.0 Mode of Carrying into Effect the Plan of Exchange.

         3.1 Exchange  Effective  Immediately.  Upon the  Effective  Date,  each
certificate representing shares of the Bank Common Stock (other than shares held
by a dissenting  shareholder) shall by virtue of the Plan and without any action
on the part of the holder  thereof,  be deemed to  represent  the same number of
shares of Common Stock,  and shall no longer represent the Bank Common Stock. As
set  forth in  Section  4  hereof,  after the  Effective  Date,  any  dissenting
shareholder who complies with the requirements of N.J.S. 17:9A-360 et seq. shall
have  only  the  rights  accorded   dissenting   shareholders   and  such  stock
certificates shall not be deemed to represent shares of Common Stock or the Bank
Common Stock.

         3.2 Issuance of Shares of Bank to Bancorp. Upon the Effective Date, the
Bank shall  issue to Bancorp  one share of Bank  Common  Stock for each share of
Bank Common Stock outstanding immediately prior to the Effective Date.

         3.3 Means of  Effecting  Exchange  of  Certificates  of Bank  Stock for
Certificates in Bancorp.  Upon or immediately after the Effective Date, the Bank
shall notify each Bank  shareholder  of record on the  Effective  Date (except a
holder who is a dissenting  shareholder  as provided in Section 4 hereof) of the
procedure  by which  certificates  representing  the Bank  Common  Stock  may be
exchanged for certificates of Common Stock. The Bank's transfer agent, Registrar
and  Transfer  Company,  Cranford,  New Jersey,  shall act as exchange  agent in
effecting the exchange of certificates. After receipt of such notification, each
holder shall be obligated to surrender the  certificates  representing  the Bank
Common  Stock for  exchange  into  certificates  of Common  Stock as promptly as
possible.

         4.0 Dissenting Shareholders.

         Any   shareholder   of  the  Bank  who  desires  to  dissent  from  the
transactions  contemplated  by the Plan  shall  have the  right  to  dissent  by
complying with all of the  requirements  set forth in N.J.S.  17:9A-360 et seq.,
and, if the  transactions  contemplated  by the Plan are  consummated,  shall be
entitled  to be paid the fair  value of his  shares  in  accordance  with  those
provisions.

         5.0  Conditions for  Consummation  of the Plan and Right of the Bank to
Terminate the Plan Prior to Consummation.

         5.1 Conditions for  Consummation.  The consummation of the transactions
provided for under the Plan is conditioned upon the following:

                  (a) Approval of the Plan by the Commissioner of Banking of the
         State of New Jersey;

                                       3

<PAGE>

                  (b) Approval of the Plan by the holders of two-thirds (2/3) or
         more of the outstanding Bank Common Stock entitled to vote; and

                  (c)  Non-objection  of the Board of  Governors  of the Federal
         Reserve System to a notification by Bancorp of its proposed acquisition
         of Bank.

         5.2 Right of Bank to Terminate Plan Prior to the Effective Date. At any
time  prior  to the  Effective  Date,  the  Board of  Directors  of the Bank may
terminate the Plan if in the judgment of the Board of Directors the consummation
of the Plan is  inadvisable  for any reason.  To terminate the Plan,  the Bank's
Board of  Directors  shall adopt a resolution  terminating  the Plan and, in the
event such  termination  occurs after the shareholders of the Bank have voted on
the Plan,  promptly give written notice that the Plan has been terminated to the
shareholders  of the Bank. Upon the adoption of the Board  resolution,  the Plan
shall be of no  further  force or effect and the Bank and  Bancorp  shall not be
liable to each other,  to any  shareholder of the Bank or to any other person by
reason of the Plan or the termination thereof.  Without limiting the reasons for
which the  Bank's  Board of  Directors  may  terminate  the Plan,  the Board may
terminate the Plan if:

                  (a) The number of  shareholders  dissenting  from the Plan and
         demanding  payment  of the  fair  value of  their  shares  would in the
         judgment of the board render the Plan inadvisable; or

                  (b) The Bank or Bancorp fails to receive,  or fails to receive
         in form and substance  satisfactory to the Bank or Bancorp, any permit,
         license or qualification  from any federal or state authority  required
         in connection with the consummation of the Plan.

         6.0 Expenses.

         The Bank  will  bear all of the  expenses  incurred  by the Bank and by
Bancorp in connection with the Plan, including,  without limiting the foregoing,
all attorneys, accountants, and printing fees and all licensing fees incurred in
connection with the Plan and the formation of Bancorp.

         7.0 Effective Date.

         The Plan shall  become  effective  upon a date  selected  by the mutual
agreement of the parties  hereto (the  "Effective  Date").  The date so selected
shall be within a reasonable  period after the  conditions  set forth in Section
5.1 have been  complied with and the Bank has received any approvals or consents
without  which it might  terminate the Plan under Section 5.2. At least one week
prior to the agreed upon  Effective  Date,  the Plan shall be filed with the New
Jersey Department of Banking and Insurance  together with a certification by the
President  or a Vice  President  of the Bank that the Bank's  shareholders  have
approved the Plan and a writing specifying the Effective Date.

                                       4

<PAGE>

         IN WITNESS  WHEREOF,  the Board of  Directors of each of Parke Bank and
Parke  Bancorp,  Inc. have  authorized  the execution of the Plan and caused the
Plan to be executed as of the date first written above.

                                   PARKE BANK

ATTEST:


                                     By:   /s/Vito S. Pantilione
                                           -------------------------------------
David O. Middlebrook                       Vito S. Pantilione
---------------------------
Corporate Secretary                        President and Chief Executive Officer


                                           PARKE BANCORP, INC.

ATTEST:


                                     By:   /s/Vito S. Pantilione
                                           -------------------------------------
David O. Middlebrook                       Vito S. Pantilione
---------------------------
Corporate Secretary                        President and Chief Executive Officer



</TEXT>
</DOCUMENT>
