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SQL Server Encryption Certificate With Or Without Password

I run a client-server application and I am setting up a SQL Server 2008 R2 database with encryption. I am wondering if someone can give me the plus and minus of creating a certificate with a password versus creating one where the master key is used.
CREATE CERTIFICATE MY_Cert ENCRYPTION BY PASSWORD = 'MyPassword' WITH SUBJECT = 'MySubject';
versus
CREATE CERTIFICATE MY_Cert ENCRYPTION  WITH SUBJECT = 'MySubject';

What is the consensus up and down side when encrypting and decrypting?
Microsoft SQL Server 2008

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No one else had any thoughts so I will award the points to you. Thanks for your response.
Microsoft SQL Server 2008
Microsoft SQL Server 2008

Microsoft SQL Server 2008 is a suite of relational database management system (RDBMS) products providing multi-user database access functionality.Component services include integration (SSIS), reporting (SSRS), analysis (SSAS), data quality, master data, T-SQL and performance tuning. Major improvements include the Always On technologies and support for unstructured data types.

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