SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

BRUNSWICK BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 2002

Notice is hereby given that the Annual Meeting of Shareholders of
Brunswick Bancorp (the "Company"), will be held at 3:00 P.M. on Tuesday, April
23, 2002 at the office of Brunswick Bank and Trust Company (the "Bank"), located
at 439 Livingston Avenue, New Brunswick, New Jersey 08901, for the purpose of
considering and voting upon the following matters:

1. The election of 12 nominees named in the accompanying Proxy
Statement to serve as directors of the Company.

2. Such other business as may properly come before the Meeting.

Shareholders of record at the close of business on March 26, 2002 are
entitled to notice of and to vote at the meeting. Whether or not you contemplate
attending the meeting, it is suggested that the enclosed proxy be executed and
returned to the Company. You may revoke your proxy by delivering to the Company
a later-dated proxy or by delivering a written notice of revocation to the
Company.

By Order of the Board of Directors

THOMAS FORNALE, Secretary

April 10, 2002

IMPORTANT - PLEASE MAIL YOUR PROXY STATEMENT

You are urged to sign and return the enclosed Proxy to the Company
promptly in the envelope provided so that there may be sufficient representation
at the Annual Meeting.

BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901

PROXY STATEMENT
DATED APRIL 10, 2002

GENERAL PROXY STATEMENT INFORMATION

OUTSTANDING SECURITIES AND VOTING RIGHTS

This Proxy Statement is furnished in connection with the solicitation
of the Board of Directors of Brunswick Bancorp (the "Company") of proxies for
use at the Annual Meeting of Shareholders of the Company to be held at 3:00 P.M.
on Tuesday, April 23, 2002 at the office of Brunswick Bank & Trust Company (the
"Bank"), located at 439 Livingston Avenue, New Brunswick, New Jersey 08901. This
proxy is first being mailed to shareholders on approximately April 10, 2002.

The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting was March 26, 2002. Only shareholders of record as
of that date will be entitled to notice of and to vote at the Annual Meeting.

On the record date, 1,904,532 shares of common stock were outstanding
and eligible to be voted at the Annual Meeting.

Each share of common stock is entitled to one vote. All shares
represented by valid proxies received pursuant to this solicitation will be
voted in favor of the 12 nominees for director named in this Proxy Statement.
Should any other matter properly come before the Annual Meeting, the persons
named as proxies will vote upon such matters according to their discretion.

At the meeting, inspectors of election will tabulate both ballots cast
by shareholders present and voting in person, and votes cast by proxy. Under
applicable state law and the Company's Certificate of Incorporation and Bylaws,
abstentions and broker non-votes are counted for purposes of establishing a
quorum but otherwise do not count in the election of directors. Directors are
elected by a plurality of the votes cast. Thus, abstentions and broker non-votes
will have no effect on the outcome of the vote to elect directors.

REVOCABILITY OF PROXIES

Any shareholder given a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting by
delivering a later-dated proxy or a written revocation sent to Thomas Fornale,
Secretary of the Company, at the office of the Bank, P.O. Box 29, New Brunswick,
New Jersey 08903 or by hand delivery to 439 Livingston Avenue, New Brunswick,
New Jersey. A proxy may be revoked at the Annual Meeting by filing a later-dated
proxy or a written notice of such revocation with the Secretary of the Meeting
prior to the voting of such proxy.

SOLICITATION OF PROXIES

This proxy solicitation is being made by the Board of Directors of the
Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by officers, directors and employees of the Company or the Bank who
will not be specially compensated for such solicitation activities. Arrangements
may be made with brokerage houses and other custodians, nominees and fiduciaries
for forwarding solicitation materials to the beneficial owners of shares held of
record by such persons and the Company will reimburse such persons for their
reasonable expenses incurred in forwarding the materials.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The by-laws of the Company provides that the number of directors shall
not be less than 5 nor more than 25 and permits the exact number to be
determined from time to time by the Board of Directors. The Board has fixed the
number of directors at 12.

It is intended that the persons named in the proxy will vote for the
election of the 12 nominees named below to serve as directors. Discretionary
authority is solicited to vote for a lesser number of nominees or to vote for
the election of a substitute nominee if, for any reason, any nominee is unable
to serve or refuses to serve as a candidate for election. The Company has no
reason to believe any nominee would not serve if elected.

The following table sets forth the name and age of the Board's
nominees, the nominee's position with the Company, if any, the principal
occupation or employment of each nominee for the past five years and the period
during which each nominee has served as a director. The nominee's service as a
director includes prior service as a director of the Bank.

NAME, AGE AND POSITION PRINCIPAL OCCUPATIONS DIRECTOR
WITH COMPANY DURING PAST FIVE YEARS SINCE
- ---------------------- ------------------------------------------------------------ --------

Bruce Arbeiter, 62 President, Jupiter Equity Group (Real Estate Holding Company) 1981
Phillip W. Barrood, 76 President, Century 21 Barrood (Realty Company) 2000
Joseph DeMarco, 67 President, High Grade Beverage Company (Beverage Company) 1975
Dominick Faraci, 86 President, D&J Real Estate (Realty Company) 1975
James V. Gassaro, 58 Attorney at Law 2000
Carmen J. Gumina, 69 Chairman of the Board and Chief Executive Officer,
Chairman of the Board Brunswick Bank and Trust Company 1973
and Chief Executive Officer
Michael Kaplan, 61 President, Kaplan and Sons (Construction Company) 1980
Richard A. Malouf, 56 President, Malouf Auto Dealerships (Automobile Dealership) 1996
Robert McDaid, 41 President, Renaissance Properties, Inc. (Construction Company) 2000
Frederick H. Perrine, 75 President, Perrine Pontiac, Inc. (Automobile Dealership) 1975
Gary S. Russo, 47 President, Rure Associates (Window Contractor) 2000
Robert P. Sica, 68 President, New Brunswick Plating, Inc. (Metal Finishing Company) 1996

No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any
company registered as an investment company under the Investment Company Act of
1940.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports of holdings and
transactions in the Company's Common Stock with the Securities and Exchange
Commission (the "SEC"). Based on the Company's records and other information the
Company believes that all of the reports required to be filed under Section
16(a) were filed on a timely basis with respect to the year ended December 31,
2001.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

The Company held two meetings of the Board during 2001.

The directors of the Company also serve as directors of the Bank. The
Board of Directors of the Bank schedules regular meetings every second Tuesday
of each month and special meetings as circumstances require. During 2001, the
Board of Directors of the Bank held 8 meetings.

The Bank maintains an Audit Committee, Loan Committee, Finance
Committee, Compliance Committee, Nominating Committee, Compensation Committee,
Stock Option Committee, and Facilities Committee. The Committee members for each
committee were appointed by the Board of Directors at the annual reorganization
meeting held by the Board of Directors on May 8, 2001.

The Loan Committee consists of 3 directors and met 8 times during 2001.

The Audit Committee of the Bank arranges for the Bank's directors'
examination through its independent public accountant, reviews and evaluates the
recommendations of the directors' examination and recommends any action to be
taken in connection therewith. During 2001, the Audit Committee consisted of 5
directors, Joseph DeMarco, James Gassaro, Gary Russo, Frederick Perrine and
Richard Malouf, and met 8 times.

The Nominating Committee of the Bank recommends a slate of nominees for
election as directors. The Nominating Committee consists of 2 directors who in
2000 were Richard Malouf and Frederick Perrine. The Committee met once during
2001. The Nominating Committee will consider nominees recommended by
shareholders. Such recommendations should be sent in writing to the Secretary of
the Company no later than December 31, 2002 for consideration in connection with
the Company's 2003 Annual Meeting.

The Compensation Committee recommends wage increases and other
compensation for senior officers of the Bank. The Compensation Committee
consists of two directors who in 2001 were Frederick Perrine and Robert Sica,
and met 2 times.

The Stock Option Committee recommends any stock option to key employees
or board members of the Bank. The Stock Option Committee consists of 3
directors, Robert Sica, Carmen Gumina, and Frederick Perrine and 3 employees,
Roman Gumina, Thomas Fornale and John Colligan. This Committee met 1 time in
2001 and the Committee recommended no new stock option plan.

The Facilities Committee reviews all Bank facilities and makes
recommendations on any major improvements and purchases or sales of property.
The Facilities Committee consists of 3 directors, Robert Sica, Frederick Perrine
and Dominick Faraci. This Committee met 3 times in 2001 and they made one major
recommendation. That was the sale and lease back of the Aaron Road, North
Brunswick branch.

During 2001 all directors except Robert McDaid attended at least 75
percent of the aggregate of the total number of Company Board meetings and
meetings of committees of the Board on which they served. Mr. McDaid attended
63% of the scheduled meetings.

DIRECTORS' COMPENSATION

There are no director fees for the Company. Director fees for the Bank
consist of $400 for each meeting of the Board of Directors attended. Directors
who are members of committees of the Bank receive a fee of $125 for each
committee meeting attended. Directors who render services in appraising the
value of property also receive appraisal fees.

In addition, on January 1, 2001 each non-employee director (Messrs.
Malouf, Arbeiter, Sica, Kaplan, Perrine, DeMarco, McDaid, Russo, Barrood,
Gassaro and Faraci) was granted options to purchase 8,500 shares of the
Company's common stock at an exercise price of $10.00 per share. All these
options are subject to a vesting schedule, wherein 20% of the total amount of
options granted to each optionee will become exercisable on each anniversary of
the date of grant, with 100% of the options becoming exercisable upon the fifth
(5th) anniversary of the grant date.

BENEFICIAL OWNERSHIP OF COMMON STOCK
BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of February 8, 2002, by each
director and by each executive officer of the Company for whom individual
compensation information is required to be set forth in the Proxy Statement
pursuant to SEC rules (the "Named Officer"), by all directors and executive
officers as a group,and by other principal shareholders. The Company knows of no
person or group which beneficially owns 5% or more of the Company's stock,
except as set forth below.

NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED (1) OF CLASS
------------------ ----------

Directors, Nominees for Director and Named Officers:
Bruce Arbeiter 40,492(2) 2.2%
Phillip W. Barrood 2,474(3) .1%
Joseph DeMarco 55,150(4) 2.9%
Dominick Faraci 9,504(5) .5%
James V. Gassaro 1,500 .1%
Carmen J. Gumina 404,281(6) 21.2%
Roman T. Gumina 197,620(7) 10.4%
Michael Kaplan 29,780(8) 1.6%
Richard A. Malouf 4,700 .3%
Robert McDaid 500 .1%
Frederick H. Perrine 4,680 .2%
Gary S. Russo 10,000 .5%
Robert P. Sica 7,504(9) .4%
Directors and Named
Officers as a Group (13 persons) 768,185 40.3%

Other Principal Shareholders:
Else M. Gumina
311 Coconut Row
Palm Beach, FL 33480 159,616 8.4%
--------------------

(1) Beneficially owned shares include shares over which the named
person exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or by
relatives sharing the same home, (ii) by entities owned or controlled by the
named person and (iii) by other persons if the named person has the right to
acquire such shares within 60 days by the exercise of any right or option.
Unless otherwise noted, all shares are owned of record and beneficially by the
named person.

(2) Of this total, 750 shares are held by Mr. Arbeiter in his name,
31,170 shares are held by Mr. Arbeiter and his wife jointly and 8,572 shares are
held by a profit sharing plan for the benefit of Mr. Arbeiter.

(3) Of this total, 2,362 shares are held by Mr. Barrood in his name and
112 shares are held jointly with his wife.

(4) Of this total, 14,046 shares are held by Mr. DeMarco in his name,
25,692 shares are held by Mr. DeMarco and his wife jointly, 14,060 shares are
held by his wife in her name, and 1,352 shares are held by a company in which he
owns a substantial interest.

(5) Of this total, 4,634 shares are held by Mr. Faraci in his name and
4,870 shares are held jointly with his wife.

(6) Of this total, 265,526 shares are held by Mr. Gumina in his name,
5,283 shares are held in his account in the Brunswick Bank and Trust Profit
Sharing and Cash or Deferred Contribution Plan and 50,000 shares are held in a
Restricted Stock Award Plan. Also included in the shares reported for Mr. Gumina
are 83,472 shares held in a family trust for his sister. By virtue of Mr.
Gumina's service as trustee, it has been asserted that he has beneficial
ownership of such shares. He disclaims beneficial ownership of such shares.

(7) Of this total, 1,400 shares are held by Mr. Gumina in his name,
104,485 shares are held in a family trust, 6,640 shares are held in his account
in the Brunswick Bank and Trust Profit Sharing and Cash or Deferred Contribution
Plan, 7,474 shares are held in trust for his brother, and 50,000 shares are held
in a Restricted Stock Award Plan. Also included in the shares reported for Mr.
Gumina are 20,428 shares held by the Profit Sharing Plan (some of which are
shown in the table for Directors and Named Officers). By virtue of Mr. Gumina's
service as Trustee of the Plan, it has been asserted that he has beneficial
ownership of such shares. He disclaims beneficial ownership of such shares.

(8) Of this total, 24,380 shares are held by Mr. Kaplan in his name and
5,400 shares are held by his wife in her name.

(9) Of this total, 1,270 shares are held by Mr. Sica in his name and
6,234 shares are held jointly with his wife.

EXECUTIVE COMPENSATION

The following table summarizes all compensation earned in the past
three years for services performed in all capacities for the Company by Carmen
J. Gumina, the Company's CEO and Roman T. Gumina, President who are the only
persons that meet the definition of "Named Officer" under the SEC executive
compensation disclosure rules. Carmen J. Gumina and Roman T. Gumina are father
and son.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
-------
RESTRICTED
ANNUAL COMPENSATION STOCK
---------------------- AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1)($) COMPENSATION(2)($)
- --------------------------- ---- ------- ------ ------- ------------

Carmen J. Gumina, Chairman 2001 250,000 12,500 216,000 135,243
of the Board and CEO 2000 250,000 10,000 310,900 134,801
of the Company and the Bank 1999 250,000 10,000 0 134,480

Roman T. Gumina, 2001 205,500 10,300 216,000 87,243
President 2000 187,500 7,500 310,900 86,801
of the Bank 1999 169,500 6,800 0 14,480

NOTES

(1) As required by Securities and Exchange Commission rules, the dollar amounts
set forth in this column reflect the value of unrestricted stock as of the date
of the grants. All restrictions on restricted stock awards lapse at the rate of
10% per year commencing with the first anniversary of the date of grant.
Dividends are credited on restricted stock at the same time and in the same
amount as dividends paid to all other common stock holders. Credited dividends
are accumulated and are subject to the same restrictions as the underlying
restricted stock. The restricted stock awards are made pursuant to the Brunswick
Bancorp Restricted Stock Plan Award. Upon a "change in control" as defined in
that plan, all restrictions on shares of restricted stock will lapse and all
options will vest in full.

(2) The amount shown for all other compensation represents two other employee
benefit plans. In 1988, the Company established the Brunswick Bank and Trust
Profit Sharing, and Cash or Deferred Contribution Plan for eligible employees.
All employees of the Bank who are 21 years of age or older and have completed
one year of continuous service are eligible. The Plan consists of employer
contributions and voluntary employee contributions. For the year ended December
31, 2001, the Company contributed $111,001 to the Plan. Carmen J. Gumina
received a benefit of $15,243, $14,801 and $14,480 for the years ending 2001,
2000 and 1999 respectively. Roman T. Gumina received a benefit of $15,243,
$14,801 and $14,480 for the years ending 2001, 2000 and 1999 respectively.

Effective as of January 1, 1995, the Company adopted a Non-Qualified
Deferred Compensation Plan (the "Plan"). Under the Plan, the Company may award
deferred compensation to such key employees and in such amounts as are
determined from time to time by the Compensation Committee of the Board of
Directors. At the time of each award, the Compensation Committee is to establish
a vesting schedule for payment of the compensation on a deferred basis. The
contributions made by the Corporation under the Plan are to be held in trust and
managed by a plan administrator. For 2001, the only employees granted an award
under the Plan were Carmen J. Gumina and Roman T. Gumina. Carmen J. Gumina
received a deferred compensation benefit of $120,000 for the last three years,
and Roman T. Gumina received a deferred compensation benefit of $72,000 for the
years ending December 31, 2001 and 2000.

EXECUTIVE COMPENSATION REPORT

The following report was prepared by the Board of Directors of
Brunswick Bancorp.

Brunswick Bank and Trust is the primary subsidiary of Brunswick
Bancorp. The compensation of senior officers of the Bank is determined by, or
under the direction of, the full Board of Directors of the Bank. While the Board
of Directors of the Bank may set compensation itself, or act through its
Compensation Committee, which is currently composed of Directors, Frederick
Perrine and Robert Sica, actual practice in recent years has been for the Bank's
CEO to set compensation, with the exception of stock options, for all senior
officers, including himself, subject to the Board's right to modify or rescind
his decisions.

In determining the compensation of each senior officer for 2001, the
CEO based his decisions on the particular officer's responsibilities, background
and prior year's performance, as well as the performance of the Bank as a whole
and the performance anticipated from the officer during 2002. The Board of
Directors of the Bank did not modify or rescind any compensation decisions made
by the CEO with respect to 2001.

During 2001, Carmen J. Gumina's base compensation was set at $250,000
per year. This rate was based on Mr. Gumina's responsibilities, background and
performance, and the performance of the Bank as a whole.

The Bank has a profit sharing and 401K plan for which all employees,
including executive officers, are eligible for participation. Vested
contributions under this plan are one way in which executive compensation is
related to the performance of the Bank as a whole. In 2001, executive officers
of the Bank as a group received a total of $33,014 under the plan.

Effective as of January 1, 1995, the Company adopted the Non-Qualified
Deferred Compensation (the "Plan"). The Plan is intended to foster sustained
financial growth through the retention of valuable employees. Under the Plan,
the Company may award deferred compensation to key employees. For 2001, the
Company granted awards of $120,000 and $72,000 under the Plan to Carmen J.
Gumina and Roman T. Gumina, respectively.

In April 2000, the shareholders approved an amendment and restatement
of the Brunswick Bancorp 1998 Stock Option Plan now known as the Brunswick
Bancorp 2000 Stock Option Plan, and a Restricted Stock Award Plan to key
personnel of the Bank. The responsibility for establishing stock option awards
and the restricted stock awards rests with the Compensation Committee. The
Compensation Committee makes recommendations for awards based upon the following
criteria:

(1) The performance of the officer or employee of the Bank.

(2) The benefit which the Company has derived as a result of the
efforts of the award candidate.

(3) The Company's desire to encourage long-term employment of the award
candidate.

During the year 2001 no stock options were awarded to Carmen J. Gumina
or Roman T. Gumina. The Compensation Committee did issue a restricted stock
award to Carmen J. Gumina and Roman T. Gumina of 20,000 shares each. The value
of the restricted stock award is indicated in the Executive Compensation summary
table.

THE BOARD OF DIRECTORS OF BRUNSWICK BANCORP

Bruce Arbeiter James V. Gassaro Robert McDaid
Phillip W. Barrood Carmen J. Gumina Frederick H. Perrine
Joseph DeMarco Michael Kaplan Gary S. Russo
Dominick Faraci Richard A. Malouf Robert P. Sica

AUDIT COMMITTEE

Beginning in 2000, the Securities and Exchange Commission requires each
publicly-registered company to include in its annual proxy statement certain
information about its audit committee and a report from that committee. This
required information and report are set forth below.

INFORMATION ABOUT OUR AUDIT COMMITTEE AND ITS CHARTER

Brunswick Bank and Trust Company has a standing Audit Committee. Their
Board of Directors has adopted a written charter for the Audit Committee. Each
member of the Audit Committee is independent, as that term is defined in the
listing standards of the American Stock Exchange relating to audit committees.

REPORT OF THE AUDIT AND EXAMINING COMMITTEE

March 12, 2002

To the Board of Directors of Brunswick Bancorp:

We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended December 31, 2001.

We have discussed with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Pubic Accountants.

We have received and reviewed the written disclosures and the letter
from the independent auditor required by Independence Standard No. 1,
Independence Discussions with Audit Committee, as amended, by the Independence
Standards Board, and have discussed with the auditor the auditor's independence.

Based on the reviews and discussions referred to above, we recommend to
the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.

Frederick Perrine, Chairman
Joseph DeMarco
James Gassaro
Gary Russo
Richard Malouf

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Among those who served on the board of directors of the Bank during
2001 and thus was ultimately responsible for setting executive officer
compensation, Carmen J. Gumina is himself an executive officer of the Bank.

Mr. Gumina and his associates were customers of and had transactions
with the Bank in the ordinary course of business during the year ended December
31, 2001. Similar transactions may be expected to take place with the Bank in
the future. Outstanding loans and commitments made by the Bank in transactions
with Mr. Gumina and his associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than a
normal risk of collectability or present other unfavorable features.

The Bank leases two of its operating locations from Cardal Associates
LLC and Aaron Road Associates LLC. Carmen J. Gumina, CEO and Chairman of the
Board of the Company, is the sole principal owner of these companies. Rent paid
to these two companies by the Bank totaled $402,122 for the year ended December
31, 2001. The Company anticipates a rental amount relatively unchanged for 2002.

The Bank performs servicing of three loans, which are owned by Carmen
J. Gumina, CEO and Chairman of the Board of the Company. As of December 31,
2001, loans serviced for Carmen J. Gumina totaled $995,956. The loan
participation sold and the servicing performed is done on substantially the same
terms as those prevailing at the time for comparable transactions with other
parties.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The Company has had, and may be expected to have in the future,
transactions with directors, principal officers, their immediate families, and
affiliated companies in which directors are principal stockholders (commonly
referred to as related parties). The Bank has made loans to its directors and
officers and their associates. All such loans (i) were made in the ordinary
course of business, (ii) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and (iii) did not involve more than the normal
risk of collectability or present other unfavorable features. Other material
transactions are described above under the caption "Compensation Committee
Interlocks and Insider Participation."

PERFORMANCE GRAPH

This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 1996 in: (a) Brunswick Bancorp common stock; (b)
the Standard & Poor's (S&P) 500 Stock Index; and (c) SNL Securities less than
$250 million Bank Index. The graph is calculated assuming that all dividends are
reinvested during the relevant periods. The graph shows how a $100 investment
would increase or decrease in value over time, based on dividends, (stock or
cash) and increases or decreases in the market price of the stock.

INDEX OF TOTAL RETURNS
BASED ON DIVIDENDS AND MARKET PRICE OF STOCK -
DOES NOT REFLECT EARNINGS PERFORMANCE

[TOTAL RETURN PERFORMANCE LINE GRAPH ]

<Table>
<Caption>
BRUNSWICK BANCORP
COMPUTATION OF GROWTH
DECEMBER 31, 2001

31-Dec-96 31-Dec-97 31-Dec-98 31-Dec-99 31-Dec-00 31-Dec-01
--------- --------- --------- --------- --------- ---------
BEGINNING SHARE PRICE 7.50 7.50 13.00 16.00 11.50 12.00
ENDING SHARE PRICE 7.50 13.00 16.00 11.50 12.00 11.90
DIVIDENDS
DATE
PER SHARE
TOTAL
MARKET AT THAT DATE

INVEST $100
BEGINNING
MARKET 100.00 173.29 213.28 180.90 188.76
# SHARES 13.33 13.33 13.33 15.73 15.73

DIVIDEND REINVESTMENT
MARKET
# SHARES 2.40

ENDING
MARKET 100.00 173.29 213.28 180.90 188.76 187.19
# SHARES 13.33 13.33 13.33 15.73 15.73 15.73

==============================================================================================
| INDEX 1996 1997 1998 1999 2000 2001 |
| ---- ---- ---- ---- ---- ---- |
| Brunswick Bancorp 100.00 173.29 213.28 180.90 188.76 187.19 |
| S&P 500 100.00 122.86 163.86 210.64 254.97 231.74 |
| SNL<$250M Bank Index 100.00 126.34 206.17 195.98 172.09 170.38 |
==============================================================================================
</Table>

INDEPENDENT PUBLIC ACCOUNTANT

Michael R. Ferraro, Certified Public Accountant, and its predecessor
firms, have served as the Bank's and the Company's independent public
accountants since 1978. Michael R. Ferraro, Certified Pubic Accountant, audited
the Company's 2001 financial statements. Selection of the Company's independent
public accountants for the 2002 fiscal year will be made by the Board of
Directors subsequent to the Annual Meeting.

A representative of Michael R. Ferraro, Certified Public Accountant,
will be present at the Annual Meeting to be available to answer appropriate
questions and will have the opportunity to make a statement if he so desires.

AUDIT FEES

The fees billed for services rendered for Brunswick Bancorp by Michael
R. Ferraro, Certified Public Accountant for the year 2001 were as follows:

Audit Fees $57,001
All Other Fees $22,100

The Audit Committee has considered whether the provision of the
services covered under the caption "All Other Fees" above is compatible with
maintaining the outside auditor's independence.

SHAREHOLDER PROPOSALS

New Jersey corporate law requires that the notice of a regular or
special shareholders' meeting specify the purposes of the meeting. Thus, a
shareholder proposal must be referred to in the Company's notice of the meeting
for the proposal to be validly considered at an annual meeting.

Any shareholder who wishes to have a proposal included in the Company's
notice of shareholders' meeting, proxy statement and proxy card for its 2003
annual meeting must submit the proposal to the Secretary of the Company by the
applicable deadline. The deadline is December 1, 2002, subject to change as
noted below.

If the Company changes its 2003 annual meeting date to a date more than
30 days from the date of its 2002 annual meeting, then the deadline will be
changed to a reasonable time before the Company begins to print and mail its
proxy materials. If the Company changes its meeting date and alters the
deadline, the Company will specify the new deadline in Item 5 of its first Form
10-Q filed with the SEC after the date change. If it is not practical to use the
10-Q to inform shareholders, the Company will inform its shareholders about the
change in another way.

OTHER MATTERS

The Board of Directors is not aware of any other matters which may come
before the annual meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendations of the Board of
Directors.

Shareholders are urged to sign the enclosed proxy, which is solicited
on behalf of the Board of Directors, and return it to the Company in the
enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

Carmen J. Gumina
Chairman of the Board

New Brunswick, New Jersey
April 10, 2002

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (EXCEPT EXHIBITS)
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED TO ANY
SHAREHOLDER UPON WRITTEN REQUEST ADDRESSED TO MR. THOMAS FORNALE, SECRETARY,
BRUNSWICK BANCORP, 439 LIVINGSTON AVENUE, NEW BRUNSWICK, NEW JERSEY 08901.