Exhibit 10.1

1ST CONSTITUTION BANCORP

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

ESTABLISHMENT OF PLAN

Effective as of October 1, 2002, 1st Constitution Bancorp ("Bancorp") hereby establishes a plan designed to provide a nonqualified pension benefit to certain selected key executives of Bancorp and 1st Constitution Bank ("Bank").

ARTICLE II

DEFINITIONS

2.1 ACTUARIAL EQUIVALENT

"Actuarial Equivalent" means an amount or benefit of equal value based on an interest rate established by the Committee from time to time, based upon market conditions, as determined in the sole discretion of the Committee.

2.2 BENEFICIARY

"Beneficiary" means one or more persons designated in writing by a Member in the manner specified by the Committee to receive the Member's benefits under the Plan in the event of his or her death, or in the event of no such designation, the term will mean the estate of the Member.

2.3 BOARD OF DIRECTORS

"Board of Directors" means the Board of Directors of Bancorp.

2.4 CAUSE

"Cause" shall mean conviction or a plea of nolo contendre with respect to a felony or a similar class crime committed while employed by the Company, or if any regulatory agency requires the Company to sever its relationship with the Member, or if the Member is required to not be associated with any public company arising out of actions of the Member as an employee of the Company. If the Member contests the determination of Cause, and if he or she is successful in causing such determination to be reversed, then he or she will be entitled to all benefits hereunder, plus interest and reasonable legal fees in connection with such contest. If he or she contests the determination of Cause and loses,

he or she will be responsible for the Company's legal fees if it is determined by a court of competent jurisdiction that his or her contesting the determination of Cause was done in bad faith. The Board of Directors shall have the complete discretionary responsibility to determine whether Cause exists, without participation of the Member involved.

2.5 CHANGE OF CONTROL

A "Change of Control" will be deemed to have occurred if -

(X) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a person engaging in a transaction of the type described in clause (Z) below of this definition but which does not constitute a change in control under such clause (Z), hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than 50% of the combined voting power of Bancorp's then outstanding securities; or

(Y) during any period of twenty-four (24) consecutive months during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with Bancorp to effect a transaction described in clauses (X) or (Z) of this definition) whose election by such Board of Directors, or nomination for election by Bancorp's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(Z) Bancorp completes a merger, consolidation or similar transaction of Bancorp with or into any other corporation or entity, or a binding share exchange involving Bancorp's securities, other than any such transaction which would result in the voting securities of Bancorp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Bancorp or

such surviving entity outstanding immediately after such transaction, or Bancorp completely liquidates, sells or otherwise disposes of all or substantially all of its assets.

2.6 COMMITTEE

"Committee" means a committee of the Board of Directors to which is delegated responsibility to administer this Plan.

2.7 COMPANY

"Company" means Bancorp and/or Bank.

2.8 DISABILITY

"Disability" means (i) the Member is determined to be disabled within the meaning of the Company's long term disability plan, (ii) the Member is unable to perform his or her job functions in full for a period of 180 days as a result of a physical or mental condition, or (iii) the Committee determines that the Member is disabled after appropriate medical consultants, all to be determined in the sole discretion of the Committee.

      "Eligible Employee" means any executive employed by the Company who is
      designated by the Committee as a Member under the Plan.

2.10  FINAL BASE COMPENSATION

      "Compensation" means a Member's highest annual rate of base compensation
      in effect during the twelve (12) month period prior to termination of
      employment, excluding bonuses, overtime pay, commissions, other
      extraordinary payments, reimbursements or other expense allowances, equity
      compensation, fringe benefits (cash and non-cash), moving expenses,
      deferred compensation, and welfare benefits, paid by the Company to such
      Employee for services rendered by him or her to the Company.
      Notwithstanding the foregoing, Compensation shall include any amount which
      is contributed by the Company pursuant to a salary reduction agreement and
      which is not includible in the gross income of the Member under Section
      125, 402(e)(3), or 402(h)(1)(B) of the Internal Revenue Code of 1986, as
      amended. Notwithstanding the above, in the event of the death of a Member
      (while still employed by the Company) prior to his or her attaining age 65
      and

                                       3

      also prior to a Change of Control, then Final Base Compensation used
      to calculate the SERP Benefit shall be determined for such Member in
      accordance with Appendix C.

2.11  MEMBER

      "Member" means an Eligible Employee who becomes a Member pursuant to
      Article III.

2.12  NORMAL RETIREMENT DATE

      "Normal Retirement Date" means a Member's 65th birthday.

2.13  PLAN

      "Plan" means this 1st Constitution Bancorp Supplemental Executive
      Retirement Plan, as set forth herein, as amended from time to time.

2.14  SERP BENEFIT

      "SERP Benefit" shall mean the annual retirement benefit payable to a
      Member pursuant to the terms of this Plan.

2.15  YEARS OF SERVICE

      "Years of Service" means each full year in which a Member serves as an
      employee of the Company (including years prior to implementation of this
      Plan).

2.16  For purposes of this Plan, unless the context requires otherwise, the
      masculine includes the feminine, the singular the plural, and vice versa.
      Any reference to a "Section" or "Article" shall mean the indicated section
      or article of this Plan unless otherwise specified.

ARTICLE III

PARTICIPATION

An Eligible Employee listed in Appendix A shall become a Member of the Plan effective as of October 1, 2002. Each other Eligible Employee shall become a Member upon appointment by the Committee (provided that the Committee also determines a percentage multiplier for such new Member).

ARTICLE IV

SERP BENEFIT

4.1 AMOUNT OF SERP BENEFIT

Each Member who retires on or after his or her Normal Retirement Date shall be entitled to a SERP Benefit. The amount of a Member's SERP Benefit at his or her Normal Retirement Date shall be equal to the percentage multiplier established by the Committee for such Member (as set forth in Appendix A) multiplied by the Member's Final Base Compensation.

4.2 BENEFITS UPON REEMPLOYMENT

If a Member is rehired by the Company after he or she becomes entitled to a SERP Benefit, his or her SERP Benefit shall not be paid during such period of reemployment, but shall commence or resume not sooner than the first day of the month following his or her subsequent retirement or separation. The SERP Benefit payable after his or her subsequent retirement or separation shall be recalculated under this Plan at such subsequent retirement under the terms of the Plan then in effect (but shall in no case be less than the SERP Benefit to which he or she was entitled at the time of the first retirement).

4.3 EARLY RETIREMENT BENEFIT

Upon a Member's separation from service from the Company prior to his or her Normal Retirement Date (for reasons other than Disability, death or Change of Control), the SERP Benefit (i.e., the benefit payable at Normal Retirement Date) will be reduced by five percent (5%) for each full or partial year by which such Member's date of separation from service precedes his or her Normal Retirement Date.

4.4 DISABILITY RETIREMENT BENEFIT

Upon a Member's separation from service from the Company as a result of Disability, he or she will be 100% vested and entitled to the SERP Benefit, which SERP Benefit shall

commence at Normal Retirement Date, unreduced for early retirement, in the form of a lifetime annuity with a 15-year guarantee.

Year(s) of Service                                Vested Percentage
------------------                                -----------------
Less than 1 Year of Service                               0%

1 Year of Service, but less than
2 Years of Service                                       10%

2 Years of Service, but less than
3 Years of Service                                       20%

3 Years of Service, but less than
4 Years of Service                                       30%

4 Years of Service, but less than
5 Years of Service                                       40%

5 Years of Service, but less than
6 Years of Service                                       50%

6 Years of Service, but less than
7 Years of Service                                       60%

7 Years of Service, but less than
8 Years of Service                                       70%

8 Years of Service, but less than
9 Years of Service                                       80%

9 Years of Service, but less than
10 Years of Service                                      90%

10 or more Years of Service                             100%

If a Member terminates employment with the Company and each affiliated employer with fewer than ten (10) Years of Service, any portion of the Member's SERP Benefit which is not vested shall be forfeited.

Notwithstanding the foregoing, a Member shall be one hundred percent (100%) vested in his or her SERP Benefit if, while he or she is employed by the Company, he or she dies, he or she

separates from service with the Company as a result of Disability, or a Change of Control occurs. In addition, a Member will be fully vested if he or she retires on or after the Member's Normal Retirement Date. All benefits under the Plan with respect to a Member will be forfeited if he or she is terminated (or treated as terminated following actual termination) for Cause.

ARTICLE VI

DEATH BENEFITS

6.1 DEATH PRIOR TO SERP BENEFIT COMMENCEMENT

If the Member dies prior to commencement of the SERP Benefit while employed by the Company (or after separating from service with the Company as a result of Disability, as set forth in Section 4.4), the Member's Beneficiary shall be entitled to a lump sum payment equal to the Actuarial Equivalent of the SERP Benefit payable at the Normal Retirement Date.

6.2 DEATH AFTER SERP BENEFIT COMMENCEMENT

If the Member dies after commencement of the SERP Benefit, the Member's Beneficiary shall be entitled to a lump sum payment equal to the Actuarial Equivalent of the remaining SERP Benefit otherwise payable to the Member.

ARTICLE VII

TIME AND FORM OF PAYMENT

7.1 TIME OF PAYMENT

Payment of a Member's SERP Benefit will commence as follows:

- for retirement on his or her Normal Retirement Date, on the first day of the month following retirement;

- for retirement from the Company prior to Normal Retirement Date, on the first day of the month following such retirement, or the first day of the month next following his or her 65th birthday (at the election of the Member);

- for payment to a Beneficiary as a result of death, on or about the first day of the month following such death;

- for termination following a Change of Control, the SERP Benefit will be 100% vested (with a deemed 10 Years of Service) and will be paid at age 65 or at any time following a Change of Control (as elected by the Member) (with a five percent (5%) reduction for each year (or portion thereof) by which the commencement date precedes his or her 65th birthday).

- for termination as a result of Disability, on the first day of the month following the Member's attainment of age 65.

7.2 FORM OF PAYMENT

Upon becoming a Member in the Plan, the Member shall elect the form of distribution of his or her SERP Benefit on a form provided by the Committee for such purpose. If a Member fails to timely elect a form of distribution, the lump sum will be treated as the default election. An election hereunder shall be irrevocable except as hereinafter provided. A Member may elect a different form of distribution in accordance with procedures established by the Committee. However, any such election shall be null and void if made less than nine (9) months prior to the Member's termination of employment, in which case the form of distribution shall be determined by the terms of the last election (including a default election) validly in effect. The following distribution options are available:

- for payments commencing on or after Normal Retirement Date or following a Change of Control, the Member will be entitled to a lifetime annuity with a 15 year minimum guarantee, or a lump sum that is the Actuarial Equivalent of the annuity benefit

- for payments commencing prior to Normal Retirement Date (except following a Change of Control), the Member will be entitled to a 15 year guaranteed annuity (but not a lifetime annuity), commencing at the time set forth above, or a lump sum that is the Actuarial Equivalent of such annuity benefit.

For purposes of this Article VII, an Employee shall not be deemed to have terminated employment until he has terminated employment with the Company and all affiliated employers.

7.3 CALCULATION OF LUMP SUM AMOUNT

A lump sum amount payable under the Plan shall be calculated by determining the amount of the monthly immediate annuity payable in accordance with the otherwise applicable provisions of the Plan in the distribution form described in Section 6.2(a) and multiplying such amount by a factor derived from the Actuarial Equivalent assumptions described in
Section 2.1.

ARTICLE VIII

ADMINISTRATION

8.1 COMMITTEE

The Committee shall supervise the daily management and administration of the Plan.

8.2 RESPONSIBILITIES AND POWERS OF THE COMMITTEE

The Committee shall have the responsibility:

(a) To administer the Plan in accordance with the terms hereof, and to exercise all powers specifically conferred upon the Committee hereby or necessary to carry out the provisions thereof.

(b) To construe and interpret the Plan, which construction shall be conclusive, correct any defects, supply omissions, and reconcile inconsistencies to the extent necessary to effectuate the Plan.

(c) To keep all records relating to Members of the Plan and such other records as are necessary for proper operation of the Plan.

8.3 OPERATION OF THE COMMITTEE

In carrying out the Committee's functions hereunder:

(a) The Committee may adopt rules and regulations necessary for the administration of the Plan and which are consistent with the provisions hereof.

(b) All acts and decisions of the Committee shall be approved by a majority of the members of the Committee and shall apply uniformly to all Members in like circumstances. Written records shall be kept of all acts and decisions.

(c) The Committee may authorize one or more of its members to act on its behalf. The Committee may also delegate, in writing, any of its responsibilities and powers to an individual(s) who is not a Committee member.

(d) The Committee shall have the right to hire, at the expense of the Company, such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable, including, but not limited to, accountants, actuaries, consultants, counsel and such clerical assistance as is necessary for proper discharge of its duties.

8.4 INDEMNIFICATION

In addition to any other indemnification that a fiduciary, including but not limited to a member of the Committee, is entitled to, the Company shall indemnify such fiduciary from all claims for liability, loss or damage (including payment of expenses in connection with defense against such claim) arising from any act or failure to act which constitutes a

breach of such individual's fiduciary responsibilities with respect to this Plan under any aspects of the law.

ARTICLE IX

MISCELLANEOUS

9.1 BENEFITS PAYABLE BY THE COMPANY

All benefits payable under this Plan constitute an unfunded obligation of the Company. Payments shall be made, as due, from the general funds of the Company. The Company, at its option, may maintain one or more bookkeeping reserve accounts to reflect its obligations under the Plan and may make such investments as it may deem desirable to assist it in meeting with obligations. Any such investments shall be assets of the Company subject to claims of its general creditors. No person eligible for a benefit under this Plan shall have any right, title to interest in any such investments.

9.2 AMENDMENT OR TERMINATION

(a) The Board of Directors reserves the right to amend, modify, or restate or terminate the Plan; provided, however, that no such action by the Board of Directors shall reduce a Member's vested SERP Benefit calculated as of the time thereof, except as set forth in
Section 9.2(d). The provisions of this Section prohibiting an action by the Board of Directors which would reduce a Member's vested SERP Benefit cannot be amended without the consent of all Members (including those who have retired). Any amendment to the Plan shall be made in writing by the Board of Directors, with or without a meeting, or shall be made in writing by the Committee, to the extent that Board of Directors has specifically delegated the authority to make such amendment to the Plan to the Committee.

(b) This Plan constitutes the entire agreement of the Company with respect to the provision of SERP Benefits and cannot be modified orally or in any writing other than a resolution pursuant to the provisions of Section 9.2(a).

(c) Except as provided in Section 9.2(d), if the Plan is terminated, a determination shall be made of each Member's SERP Benefit as of the Plan termination date, and if a Member has not then attained age 65, he or she shall be treated as if the Member had terminated employment with the Company and each affiliated employer at such date. A Member's SERP Benefit, as determined in accordance with the preceding sentence, shall be calculated as if such Member has ten Years of Service (regardless of the actual number of Years of Service), if such Member is an employee of the Company on the Plan termination date. The amount of such vested SERP Benefit shall be payable to the Member in accordance with the otherwise applicable terms of the Plan unless the Plan is amended to provide otherwise and the Member consents in writing to such amendment.

(d) Bancorp may terminate the Plan or suspend payments or suspend operation of the Plan if the Company is subjected to regulatory discipline limiting its ability to pay compensation to Members, or if the Company is advised by a regulatory agency that payments to a particular Member or continuation of the Plan will result in regulatory sanctions against the Company, its officers or directors.

9.3 STATUS OF EMPLOYMENT

Nothing herein contained shall be construed as conferring any rights upon any Member of any person for a continuation of employment, nor shall it be construed as limiting in any way the right of the Company to discharge any Member or to treat him or her without regard to the effect which such treatment might have upon him or her as a Member of the Plan.

9.4 PAYMENTS TO MINORS AND INCOMPETENTS

If a Member or beneficiary entitled to receive any benefit hereunder is a minor or is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they will be paid to the duly appointed guardian of such minor or incompetent or to such other legally appointed person as the Committee might

designate. Such payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under this Plan.

9.5 INALIENABILITY OF BENEFITS

The right of any person to any benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation or assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a person who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

9.6 TAXES

It is the intent of the Company that amounts deferred under the Plan shall not be subject to federal income tax until distributed from the Plan. However, the Company does not guarantee or warrant that Plan benefits will be excludable from a Member's gross income for federal or state income tax purposes until distributed, and the Member (or Beneficiary) shall in all cases be liable for any taxes due on benefits attributable to such Member or Beneficiary.

The Committee shall make appropriate arrangements to (a) withhold FICA/FUTA taxes due on amounts accrued and vested under the Plan and (b) withhold federal and state income taxes due on amounts distributed from the Plan. Further, the Committee may make any arrangements it deems appropriate to withhold for any other taxes required to be withheld by any government or governmental agency.

9.7 GOVERNING LAW

Except to the extent pre-empted by federal law, the provisions of the Plan will be construed according to the laws of the State of New Jersey.

                                        PERCENTAGE OF
    EXECUTIVE                      FINAL BASE COMPENSATION
    ---------                      -----------------------
 Robert Mangano                              50%
Richard Copeland                             25%
 Joseph Reardon                              25%
 Irving Wischik                              25%

APPENDIX B

EXAMPLE

The Member elects to retire at age 59. He has 8 years of service (and is therefore 80% vested). He is retiring 6 years before age 65 (30% reduction (6 years, multiplied by 5% per year) from the 50% of his final pay benefit = 35%). Therefore, his benefit will be 80% of 35% = 28% of his final base pay to be paid at age 60 or 65 for 15 years, or a lump-sum equivalent.

APPENDIX C

For purposes of this Appendix C only, Final Base Compensation shall mean Compensation determined at the date of death, but deemed adjusted by four percent (4%) increases, compounded annually, until age 65.

Exhibit 10.2

1ST CONSTITUTION BANCORP

DIRECTORS' DEFERRAL PLAN

1ST CONSTITUTION BANCORP
DIRECTORS' DEFERRAL PLAN

Section 1. Establishment of the Plan

Effective as of October 1, 2002, 1st Constitution Bancorp ("Bancorp") hereby establishes a plan whereby certain members of the Boards of Directors of Bancorp and of 1st Constitution Bank ("Bank"), who are not current employees of either Bancorp or Bank ("Directors"), may voluntarily defer receipt of some or all of the directors' fees payable to them by either Bancorp or Bank (the "Deferred Compensation").

Section 2. Definitions

In addition to the definitions set forth in Section 1, when used in the Plan, the following terms shall have the definitions set forth in this
Section 2:

2.1 Beneficiary: The term "Beneficiary" means the beneficiary or beneficiaries (including any contingent beneficiary or beneficiaries) designated by the Participant pursuant to Section 5.3. hereof.

2.2 Board of Directors: The term "Board of Directors" means the board of directors of the Company.

2.3 Change of Control: A Change of Control will be deemed to have occurred if -

(X) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of Bancorp or a person engaging in a transaction of the type described in clause (Z) below of this definition but which does not constitute a change in control under such clause (Z), hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than 50% of the combined voting power of Bancorp's then outstanding securities;

or

(Y) during any period of twenty-four (24) consecutive months during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with Bancorp to effect a transaction described in clauses (X) or (Z) of this definition) whose election by such Board of Directors, or nomination for election by Bancorp's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(Z) Bancorp completes, a merger, consolidation or similar transaction with or into any other corporation or entity, or a binding share exchange involving Bancorp's securities, other than any such transaction which would result in the voting securities of Bancorp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Bancorp or such surviving entity outstanding immediately after such transaction, or Bancorp completely liquidates, sells or otherwise disposes of all or substantially all of its assets.

2.4 Company: The term "Company" means 1st Constitution Bancorp and/or 1st Constitution Bank.

2.5 Company Credit: The term "Company Credit" means an amount computed and credited to a Participant's Deferred Compensation Account, as described in Section 4.2.

2.6 Compensation: The term "Compensation" means the retainer and the aggregate of all fees for service and attendance at Board of Director and committee meetings to which a Director is entitled for services rendered to the Company as a Director.

2.7 Deferred Amount: The term "Deferred Amount" means the amount of Compensation that a Participant elects to defer in accordance with Section 3 hereof.

2.8 Deferred Compensation Account: The term "Deferred Compensation Account" means the account described in Section 4.1. A Participant's Deferred Compensation Account shall be fully vested at all times.

2.9 Effective Date: The term "Effective Date" has the definition set forth in Section 10.

2.10 Participant: The term "Participant" means a Director who has elected to defer receipt of Compensation pursuant to the terms of the Plan.

2.11 Plan: The term "Plan" means this 1st Constitution Bancorp Directors' Deferral Plan, as set forth herein, and as it may be amended from time to time.

Section 3. Participation

Prior to the Effective Date, and thereafter prior to the beginning of any calendar year, any Director who is not an employee of the Company may defer the receipt of some or all Compensation to be earned by the Director during such following calendar year and the ensuing calendar years by filing with the Company (or its delegate) a written election that:

(i) defers payment of a designated amount or a percentage of his/her Compensation for services attributable to such calendar years (the "Deferred Amount");

(ii) specifies the payment option selected by the Participant pursuant to Section 5.2 hereof for such Deferred Amount.

The amount deferred may not exceed the Director's Compensation for the period of deferral. Notwithstanding the foregoing, any individual who is not an employee of the Company, and who is newly elected or appointed to serve as a Director, may, not later than thirty (30) days after his/her election or appointment as a Director becomes effective, elect in accordance with the preceding provisions of this Section 3, to defer the receipt of Compensation earned during the portion of the current calendar year that follows his/her filing of the election with the Company. Any elections made pursuant to this
Section 3 shall be irrevocable when

made. Notwithstanding the foregoing, the Board of Directors, in its sole discretion, may make a distribution to a Participant under either Section 5.2(i)(a) or 5.4. If a Participant fails to discontinue an election under
Section 4 with respect to his/her Deferred Amount for a calendar year prior to the commencement of such year, then the Participant's current election shall remain in effect; provided, however, that the Participant may thereafter make a new election with regard to calendar years in the future at any time in accordance with the first paragraph of this Section 3.

Section 4. Individual Accrual Accounts

The Company shall maintain a notional individual account for each Participant, as follows:

4.1 Deferred Compensation Account: The Company shall maintain a Deferred Compensation Account in the name of each Participant with respect to any amounts deferred under the Plan.

4.2 Accrual of Company Credit: The Company shall credit to each Participant's Deferred Compensation Account an interest component calculated in one of two ways. The interest component for a given calendar year (for both amounts credited as of the first day of such calendar year and for all Deferred Amounts credited during such calendar year) will be credited at either the prime rate (compounded monthly) or based upon the performance of Bancorp's common stock (without regard to dividends) for such calendar year. For the above purpose, prime rate shall be determined each year as of the first business day of that calendar year (except with respect to the 2002 year, in which case the rate shall be determined as of the Effective Date (or the next business day if the Effective Date is not a business day)), as reported in The Wall Street Journal. Also for this purpose, the performance of Bancorp's common stock

shall be calculated by averaging the closing prices of Bancorp's common stock for each day on which the applicable stock exchange is open for business, or in the event there is no closing price for such day, the average of closing bid and asked prices. Notwithstanding the above, the rate of return for a given calendar year under the Bancorp common stock methodology will be a minimum of four percent (4%) and a maximum of twelve percent (12%). Any actual rate of return (positive or negative) that is not taken into account for a given year as a result of the above minimum or maximum limits, will be carried forward to succeeding years and will be netted against the next year's return (with cumulative carryover, if necessary). A Participant must elect which interest component methodology will apply for a given calendar year prior to the commencement of such calendar year (or, for the partial year beginning on the Effective Date, prior to the Effective Date). Unless changed (in a written notice delivered to Bancorp (or its delegate)) prior to the commencement of a calendar year, the prior year's methodology will continue to apply. In the absence of an affirmative election by a Participant, the prime rate methodology will apply. The Company Credit shall be compounded and credited to each Deferred Compensation Account as of the last day of each month.

4.3 Account Statements: Within a reasonable time following each December 31, the Company shall provide an annual statement of account to each Participant.

Section 5. Payment Provisions

5.1 Method of Payment. All payments to a Participant (or to a Participant's Beneficiary or estate, as the case may be) with respect to the Participant's Deferred Compensation Account shall be paid in cash only.

5.2 Payment Options:

(i) At the time each Director first elects to make a deferral, the Participant shall select a payment option with respect to the payment of the Participant's entire Deferred Compensation Account from the following payment options:

(a) a lump sum paid on or about the first day of the calendar year following termination of service as a Director;

(b) payments in substantially equal annual installments over a period of ten (10) years, commencing in January of the calendar year following the calendar year during which the Participant ceases to be a Director.

(ii) If the payment option described in paragraph (i)(a) above has been elected, the amount of the lump sum with respect to the Participant's Deferred Compensation Account shall be equal to the amount credited to the Participant's Deferred Compensation Account as of the last business day of the calendar year preceding the date of payment.

(iii) If the payment option described in paragraph (i)(b) above has been elected, the amount of each installment with respect to the Participant's Deferred Compensation Account shall be paid annually, in installment amounts. In such event, the Company Credit shall continue to be credited until all amounts are distributed.

(iv) Notwithstanding the above, a Director may elect to change the form of distribution from installments to lump sum, or vice versa, provided that

such new election may not be made less than nine (9) months prior to such Director's becoming entitled to a distribution hereunder. In addition, a Participant may not change his or her election after installment payments under Section 5(i)(b) have commenced.

5.3 Payment Upon Death. Notwithstanding any other provision of the Plan to the contrary, within a reasonable period of time following the death of a Participant, the amount credited to the Participant's Deferred Compensation Account shall be paid by the Company in a lump sum to the Participant's Beneficiary. For purposes of this Section 5.3, the amount credited to the Participant's Deferred Compensation Account shall be determined as of the date of payment. A Participant may designate a Beneficiary, in writing, in a form acceptable to the Board of Directors. A Participant may revoke a prior designation of a Beneficiary and may also designate a new Beneficiary without the consent of the previously designated Beneficiary, provided, however, that such revocation and new designation (if any) are in writing and filed with the Company before the Participant's death. If the Participant does not designate a Beneficiary, or if no designated Beneficiary survives the Participant, any amount not distributed to the Participant during the Participant's lifetime shall be paid to the Participant's estate in a lump sum in accordance with this
Section 5.3.

5.4 Payment on Unforeseeable Emergency. The Board of Directors may, in its sole discretion, direct payment to a Participant of all or of any portion of the Participant's Deferred Compensation Account, notwithstanding an election of a payment option under Section 5.2 above, at any time that the Board of Directors determines that such Participant has an unforeseeable emergency, and then only to the extent reasonably necessary to meet the emergency. For purposes of this section, "unforeseeable emergency" means severe financial

hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

5.5 Notwithstanding anything herein to the contrary, immediately following the occurrence of a Change of Control, all Deferred Compensation Accounts will be revalued (adjusting for earnings as of the date of the Change of Control), and will be distributed in the form of a lump sum to each Participant and/or Beneficiary, and the Plan will thereafter be terminated.

Section 6. Prohibition Against Transfer

The right of a Participant to receive payments under the Plan may not be transferred except by will or applicable laws of descent and distribution. A Participant may not assign, sell, pledge, or otherwise transfer amounts to which he/she is entitled hereunder prior to payment thereof to the Participant.

Section 7. General Provisions

7.1 Director's Rights Unsecured. The Plan is unfunded. The right of any Participant to receive payments of cash under the provisions of the Plan shall be an unsecured claim against the general assets of the Company.

7.2 Administration. Except as otherwise provided in the Plan, the Plan shall be administered by the Board of Directors of Bancorp, which shall have the authority to adopt rules and regulations for carrying out the Plan, and which shall interpret, construe, and implement the provisions of the Plan. The Board of Directors, however, shall have the right to delegate some or any of its administrative functions under the Plan to another person or entity.

7.3 Legal Opinions. The Board of Directors may consult with legal counsel, who may be counsel for the Company, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any good faith action taken, or omitted, by it pursuant to the advice of such counsel.

7.4 Liability. Any decision made or action taken by the Board of Directors, or any employee of the Company or any of its subsidiaries, arising out of or in connection with the construction, administration, interpretation or effect of the Plan, specifically including (but not limited to) the amount of the Company Credit, shall be absolutely discretionary, and shall be conclusive and binding on all parties. Neither the Board of Directors nor any employee of the Company shall be liable for any Deferred Compensation Account or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, for anything done or omitted to be done.

7.5 Withholding. The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld from such payments. The recipients of such payments shall bear all taxes on amounts paid under the Plan to the extent that no taxes are withheld thereon, irrespective of whether withholding is required.

Section 8. Amendment, Suspension, and Termination

The Board of Directors of Bancorp shall have the right at any time, and for any reason, to amend, suspend, or terminate the Plan, provided, however, that no amendment, suspension, or termination shall reduce the balance in any Participant's Deferred Compensation Account.

Section 9. Applicable Law

The Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey, except to the extent that such laws are preempted by federal law.

Section 10. Effective Date

The Effective Date of this Plan is October 1, 2002.

Exhibit 10.3
1ST CONSTITUTION BANCORP

DIRECTORS' INSURANCE PLAN

1ST CONSTITUTION BANCORP
DIRECTORS' INSURANCE PLAN

Section 1. Establishment of the Plan

Effective as of October 1, 2002, 1st Constitution Bancorp ("Bancorp") hereby establishes a plan to provide a death benefit to certain members of the Boards of Directors of Bancorp and/or 1st Constitution Bank ("Bank"), who are not current employees of either Bancorp or Bank ("Directors").

Section 2. Definitions

In addition to the definitions set forth in Section 1, when used in the Plan, the following terms shall have the definitions set forth in this
Section 2:

2.1 Beneficiary: The term "Beneficiary" means the beneficiary or beneficiaries (including any contingent beneficiary or beneficiaries) designated in writing by the Participant on a form determined by the Company (or, if none, the Participant's Beneficiary shall be his or her estate) to receive the death benefits payable pursuant to this Plan. A Participant may revoke a prior designation of a Beneficiary and may also designate a new Beneficiary without the consent of the previously designated Beneficiary, provided, however, that such revocation and new designation (if any) must be in writing and filed with the Board of Directors before the Participant's death.

2.2 Board of Directors: The term "Board of Directors" means the board of directors of the Company.

2.3 Change of Control: A "Change of Control" will be deemed to have occurred if -

(X) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a person engaging in a transaction of the type described in clause (Z) below of this definition but which does not constitute a change in control under such clause (Z), hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than 50% of the combined voting power of Bancorp's then outstanding securities; or

(Y) during any period of twenty-four (24) consecutive months during the term of this Agreement, individuals who at the beginning of such period constitute the Bancorp Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with Bancorp to effect a transaction described in clauses (X) or (Z) of this definition) whose election by such Board of Directors, or nomination for election by Bancorp's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(Z) Bancorp completes a merger, consolidation or similar transaction of Bancorp with or into any other corporation or entity, or a binding share exchange involving Bancorp's securities, other than any such transaction which would result in the voting securities of Bancorp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Bancorp or such surviving entity outstanding immediately

after such transaction, or Bancorp completely liquidates, sells or otherwise disposes of all or substantially all of its assets.

2.4 Company: The term "Company" means 1st Constitution Bancorp and/or 1st Constitution Bank.

2.5 Effective Date: The term "Effective Date" shall mean October 1, 2002.

2.6 Participant: The term "Participant" means an individual who is a Director as of the Effective Date. Thereafter, a member of the Board of Directors will become a Participant on the first day of the month following the date on which he or she has been a member of the Board of Directors for a total of ten years, but only if he or she is not then employed by the Company as an employee.

2.7 Plan: The term "Plan" means this 1st Constitution Bancorp Directors' Insurance Plan, as set forth herein, and as it may be amended from time to time.

Section 3. Death Benefit

3.1 Coverage Amount. Each Participant will be provided with term insurance coverage in the amount of one hundred thousand dollars ($100,000.00), to be paid to the Participant's Beneficiary following the Participant's death. Coverage will be in place from the date the individual becomes a Participant until the date of his or her death, regardless of whether the Participant continues to be a member of the Board of Directors.

Section 4. General Provisions

4.1 Director's Rights Unsecured. The Plan is unfunded, but the benefits to be paid hereunder will be paid pursuant to the terms of an insurance policy or policies. The right of any Participant to receive payments under the provisions of the Plan shall be an unsecured claim with respect to such policy or policies. As a condition of participation in this Plan the Participant

agrees to submit any reasonably required information (including health information and/or a physical examination from time to time), as may be required in connection with the insurance policy.

4.2 Administration. Except as otherwise provided in the Plan, the Plan shall be administered by the Board of Directors of Bancorp, which shall have the authority to adopt rules and regulations for carrying out the Plan, and which shall interpret, construe, and implement the provisions of the Plan. The Board of Directors, however, shall have the right to delegate some or any of its administrative functions under the Plan to another person or entity.

4.3 Legal Opinions. The Board of Directors may consult with legal counsel, who may be counsel for the Company, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any good faith action taken, or omitted, by it pursuant to the advice of such counsel.

4.4 Liability. Any decision made or action taken by the Board of Directors, or any employee of the Company or any of its subsidiaries, arising out of or in connection with the construction, administration, interpretation or effect of the Plan, shall be absolutely discretionary, and shall be conclusive and binding on all parties. Neither the Board of Directors nor any employee of the Company shall be liable for any amounts hereunder or any action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, for anything done or omitted to be done.

4.5 Tax Reporting. The Company shall have the right and obligation to report to the appropriate taxing authorities as income to the Participant the value (determined from time

to time in accordance with the rules then in effect for such reporting) of the death benefit coverage provided to such Participant.

4.6 Policy Title and Ownership. Title and ownership of the policy or policies shall reside in the Company for its use and for the use of the Participant all in accordance with this Plan. The Company alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Company and the Participant (or assignee, with the consent of the Participant) mutually agree to exercise the right to increase the coverage under the subject policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Plan.

4.7 Division of Death Proceeds. The division of the death proceeds of the policy or policies is as follows: the Participant's Beneficiary or Beneficiaries are entitled to the death benefit specifically set forth in
Section 3.1, and the Company shall be entitled to the remainder of such proceeds.

Section 5. Amendment, Suspension, and Termination

The Board of Directors of Bancorp shall have the right at any time, and for any reason, to amend, suspend, or terminate the Plan, either in whole or as to a particular Director, except that no change shall be made following a Change of Control without the consent of an affected Participant, except as provided in the next following sentence. Without limiting the foregoing sentence, the Board of Directors of Bancorp may terminate the Plan or suspend operation of the Plan if the Company is subjected to regulatory discipline limiting its ability to pay compensation to Participants, or if the Company is advised by a regulatory agency that payments to (or coverage for) a particular Participant or continuation of the Plan will result in regulatory sanctions against the Company, its officers or directors.

Section 6. Applicable Law

The Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey, except to the extent that such laws are preempted by federal law.

Exhibit 10.4

EXECUTIVE LIFE INSURANCE AGREEMENT

Insurer:

Policy Number:

Bank: 1st Constitution Bank

Insured:

Relationship of Insured to Bank: Executive

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement, which contract is incorporated by reference.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service, as determined from time to time. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and X herein, the division of the death proceeds of the policy is as follows:

A. The Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to three hundred percent (300%) of the Executive's base annual salary (not including bonus, equity compensation, or any other forms of compensation) in effect at the time of death (if employed by the Bank at death), or in effect at the time of retirement.

B. The Bank shall be entitled to the remainder of such proceeds.

VII. OWNERSHIP OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to one hundred percent (100%) of the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank.

VIII. POST-TERMINATION COVERAGE

Except as otherwise provided herein, death benefit coverage for the Insured will cease at his or her termination of employment. In the event that the Insured has both attained age 60 and completed ten years of service with the Bank at the time that he or she terminates employment with the Bank (for reasons other than those set forth in
Section IX.A.), or if a Change of Control has occurred prior to such termination, then the death benefit coverage set forth in Section VI shall remain in effect until the Insured's death, unless this Agreement is otherwise terminated pursuant to its terms prior to such time. Coverage under this Plan for any Insured who terminates employment with the Bank (for reasons other than death) prior to attaining age 60 or prior to completing ten year of service with the Bank (and prior to the occurrence of a Change of Control) will cease on his or her last day of employment with the Bank. For purposes of this section only, the term "Bank" shall include all affiliates of the Bank (as well as its successors), and the term "years of service" means each full year (including any periods of time prior to the Effective Date) during which the Insured was continuously employed by the Bank, all as determined in the sole discretion of the Bank's Board of Directors.

For purposes of the above, A "Change of Control" will be deemed to have occurred if:

(X) any "person" (as such term is used in Sections 13(d) and 14(d)

of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Bank or of 1st Constitution Bancorp ("Bancorp") or a person engaging in a transaction of the type described in clause (Z) below of this definition but which does not constitute a change in control under such clause (Z), hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than 50% of the combined voting power of Bancorp's then outstanding securities; or

(Y) during any period of twenty-four (24) consecutive months during the term of this Agreement, individuals who at the beginning of such period constitute the Bancorp Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with Bancorp to effect a transaction described in clauses (X) or (Z) of this definition) whose election by such Board of Directors, or nomination for election by Bancorp's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(Z) Bancorp completes a merger, consolidation or similar transaction of Bancorp with or into any other corporation or entity, or a binding share exchange involving Bancorp's securities, other than any such transaction which would result in the voting securities of Bancorp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Bancorp or such surviving entity outstanding immediately after such transaction, or Bancorp completely liquidates, sells or otherwise disposes of all or substantially all of its assets.

IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

In the event the policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy's cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.

X. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one of the following:

A. The Insured shall be discharged from employment with the Bank for cause. The term "for cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

B. Surrender, lapse, or other termination of the Policy by the Bank. The Policy (and all rights of the Insured and his/her beneficiaries) will also terminate if any regulatory agency requires the Bank to sever its relationship with the Executive, if the Executive is required to not be associated with any public company, or if the Bank is subjected to regulatory discipline limiting its ability to pay compensation to executives, or as may otherwise be determined by the Bank in good faith.

Upon such termination, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be equal to the cash value of the policy on the date of such assignment, as defined in this Agreement.

If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate and the Insured (or assignee) agrees that all of the Insured's rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured's option to receive an absolute assignment of the policy as set forth herein.

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

XII. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

XIII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

XV. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.

XVI. EFFECTIVE DATE

The Effective Date of this Agreement shall be _____________ ______, 2002.

XVII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XVIII. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of New Jersey.

Executed at _____________________, New Jersey, this _____ day of ___________, 2002.

_______________________________     By:_______________________________________
Witness                             Title



_______________________________     __________________________________________
Witness                             Insured

BENEFICIARY DESIGNATION FORM
FOR EXECUTIVE LIFE INSURANCE AGREEMENT

PRIMARY DESIGNATION:

Name Address Relationship

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Agreement by reason of my death shall be paid to the Primary Beneficiary(ies), if he, she, or they survive me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary(ies).