EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN 2001

                                                                     Exhibit 6.3

                            1ST CONSTITUTION BANCORP

                 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN

                               ARTICLE I. PURPOSES

         The purposes of the Employee Stock Option and Restricted Stock Plan
(the "Plan") are (i) to attract and retain highly-qualified employees, (ii) to
align employee and stockholder long-term interests by creating a direct link
between compensation and stockholder return, (iii) to enable employees of 1st
Constitution Bancorp (the "Company") and its Subsidiaries to develop and
maintain stock ownership positions in the Company, and (iv) to provide
incentives to such employees to contribute to the success of the Company. To
achieve these objectives, the Plan provides for the granting of (a) "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, (b) nonqualified stock options and (c) Restricted Stock (as
defined herein).

                             ARTICLE II. DEFINITIONS

         Whenever the following term" are used in this Plan, they shall have the
meaning specified below:

         "AFFILIATE" shall mean the Company or a Subsidiary.

         "AGREEMENT" shall mean a written agreement between the Company and a
Participant reflecting the granting of an Option or Restricted Stock, as the
case may be.

         "BOARD" shall mean the Board of Directors of the Company.

         "CAUSE" shall mean (i) the conviction of the Participant of a felony by
a court of competent jurisdiction, (ii) the indictment of the Participant by a
state or Federal grand jury of competent jurisdiction for embezzlement or
misappropriation of funds of an Affiliate or for any act of dishonesty or lack
of fidelity towards an Affiliate, (iii) the written confession by the
Participant of any act of dishonesty towards an Affiliate or any embezzlement or
misappropriation of an Affiliate's funds, or (iv) any act which notwithstanding
the foregoing, results in the Employee's termination for Just Cause under any
separate Employment Agreement with any Affiliate.

         "CHANGE IN CONTROL" shall mean the occurrence of one or more of the
following events: (i) the Company acquires actual knowledge that any person as
such term in used in sections 13(d)(3) and 14(d)(2) of the Exchange Act) other
than an Affiliate is or becomes the beneficial owner (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company
representing more than 35% of the combined voting power of the Company's then
outstanding securities, (ii) the first purchase of Common Stock pursuant to a
tender or exchange offer (other than a tender or exchange offer made by an
Affiliate), (iii) the approval by the Company's stockholders of (a) a merger or
consolidation of the Company with or into another corporation (other than a
merger or consolidation in which the Company is the surviving
corporation and which does not result in any reclassification or reorganization
of the Company's then outstanding shares of Common Stock or a change in the
Company's directors, other than the addition of not more than three directors),
(b) a sale or disposition of all or substantially all of the Company's assets,
or (c) a plan of liquidation or dissolution of the Company, (iv) during any
period of two consecutive calendar years, individuals who at the beginning of
such period constitute the Board of Directors of the Company cease for any
reason to constitute at least two-thirds thereof, unless the election or
nomination for the election by the Company's stockholders of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period, or (v) a sale
(including a merger or consolidation) of (a) Common Stock of the Company if
after such sale any person (as defined above) other than an Affiliate owns a
majority of the Company's Common Stock or (b) all or substantially all of the
Company's assets (other than in the ordinary course of business).

         "CODE" shall mean the Internal Revenue Code of 1986, as now in effect
or as hereafter amended. (All citations to sections of the Code are to such
sections as they may from time to time be amended or renumbered.).

         "COMMITTEE" shall mean the committee consisting of at least three (3)
directors to the Company appointed by the Board to administer the Plan pursuant
to the provisions of Article III of the Plan.

         "COMMON STOCK" shall mean the common stock of the Company.

         "DISABILITY" shall mean permanent and total disability as defined by
the Company's employee welfare benefit plan offering a long term disability
benefit, or, if no such benefit is offered, as defined by Section 105(d)(4) of
the Code.

         "EMPLOYEE" shall mean any employee or any officer of an Affiliate, or
any other person who is an independent contractor, agent or consultant of an
Affiliate and excluding any director of an Affiliate who is not otherwise an
employee of an Affiliate.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "INCENTIVE OPTION" shall mean an option whose terms satisfy the
requirements imposed by Section 422 of the Code and which is intended by the
Committee to be treated as an Incentive Option.

         "NONQUALIFIED OPTION" shall mean either (i) any Option which, when
granted, is not an Incentive Option, and (ii) an Incentive Option which,
subsequent to its grant, ceases to qualify as an Incentive Option because of a
failure to satisfy the requirements of Section 422 of the Code.

         "OPTION" shall mean a right to purchase Common Stock which is awarded
in accordance with the terms of this Plan.

         "PARTICIPANT" shall mean an Employee that has been granted an Option or
Restricted Stock under the Plan.

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         "PLAN" shall mean this 1st Constitution Bancorp Employee Stock Option
and Restricted Stock Plan, as may be amended from time to time.

         "RESTRICTED STOCK" shall mean Shares which are awarded in accordance
with the terms of this Plan.

         "RETIREMENT" shall mean any normal or early retirement by a Participant
pursuant to the terms of any pension, profit sharing or 401(k) plan, or policy
of an Affiliate which is applicable to such Participant at the time of his
Termination of Service.

         "SECRETARY" shall mean the corporate secretary of the Company.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHARES" shall mean shares of Common Stock.

         "SUBSIDIARY(IES)" shall mean any corporation or other legal entity,
domestic or foreign, more than 50% of the voting power of which is owned or
controlled, directly or indirectly by the Company.

         "TERMINATE OR TERMINATION OF SERVICE" shall mean the time at which the
Participant ceases to provide services to an Affiliate as an Employee, but shall
not include a lapse in providing services which the committee determines to be a
temporary leave of absence.

                           ARTICLE III. ADMINISTRATION

         The Plan shall be administered by a committee (the "Committee") of the
Board, which shall consist of all members of the Board who are not eligible for
the grant of an option under the Plan, and are "outside director(s)" within the
meaning of Section 162(m) of the Code. The Committee shall hold meetings at such
times as may be necessary for the proper administration of the Plan and shall
keep minutes of its meetings. A majority of the Committee shall constitute a
quorum and a majority of the quorum may authorize any action. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or any Option or
Restricted Stock granted pursuant thereto. All members of the Committee shall be
indemnified by the Company with respect to any such action, determination or
interpretation to the fullest extent permitted by law.

         Subject to the provisions of the Plan, the Committee shall have sole
authority, in its absolute discretion: (i) to determine which eligible Employees
shall be granted Options or Restricted Stock; (ii) to grant Options or
Restricted Stock; (iii) to determine the times when Options or Restricted Stock
may be granted and the number of Shares that may be purchased pursuant to such
Options; (iv) to determine the exercise price of the Shares subject to each
Option, which price shall be not less than the minimum specified in Section 6.1;
(v) to determine the time or times when each Option becomes exercisable, the
duration of the exercise period, and any other restrictions on the exercise of
Options issued hereunder; (vi) to prescribe the form or forms of the Option
agreements under the Plan; (vii) to determine the circumstances under which

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the time for exercising Options should be accelerated and to accelerate the time
for exercising outstanding Options; (viii) to determine any vesting schedule for
Restricted Stock; (ix) to determine the duration and purposes for leaves of
absence which may be granted to a Participant without constituting a Termination
of Service for purpose of the Plan; (x) to adopt, amend and rescind such rules
and regulations as, in its opinion, may be advisable in the administration of
the Plan; and (xi) to construe and interpret the Plan, the rules and regulations
and the Option agreements under the Plan, and to make all other determinations
deemed necessary or advisable for the administration of the Plan. All decision,
determinations and interpretations of the Committee shall be final and binding.

         The provisions of this Article III shall survive any termination of the
Plan, with respect to Options then outstanding.

                       ARTICLE IV. SHARES SUBJECT TO PLAN

         The maximum number of Shares that may be made subject to Options or
Restricted Stock granted pursuant to the Plan is 200,000 (or the number and kind
of Shares or other securities which are substituted for those Shares or to which
those Shares are adjusted pursuant to the provisions of Article VIII of the
Plan). The Company shall reserve such number of Shares for the purposes of the
Plan out of its authorized but unissued shares, or out of Shares held in the
Company's treasury, or partly out of each, as shall be determined by the Board.
No fractional Shares shall be issued with respect to Options or Restricted Stock
granted under the Plan.

         In the event that any outstanding Option under the Plan for any reason
expires, is terminated, forfeited or is canceled prior to the expiration date of
the Plan, the Shares called for by the unexercised portion of such Option may,
to the extent permitted by law, again be subject to the granting of an Option or
Restricted Stock under the Plan.

        ARTICLE V. ELIGIBILITY FOR AWARD OF OPTIONS AND RESTRICTED STOCK

         All Employees of one or more of the Affiliates shall be eligible to
receive Options or Restricted Stock under the Plan. Non-Employee directors shall
not be eligible to participate in the Plan. However, a person who otherwise is
an eligible Employee shall not be disqualified from participation in the Plan by
virtue of being a director of the Company or any Subsidiary.

                ARTICLE VI. GRANT OF OPTIONS AND RESTRICTED STOCK

         The Committee may in its sole discretion grant Options or Restricted
Stock to such Employees as it determines appropriate consistent with Article V.
Options and Restricted Stock shall be evidenced by Agreements (which need not be
identical) in such forms as the Committee may from time to time approve.
Agreements shall conform to the terms and conditions of the Plan. Such
agreements may provide that the grant of any Option or Restricted Stock under
the Plan, or that Shares acquired pursuant to the exercise of any Option, shall
be subject to such other conditions (whether or not applicable to the Option or
Restricted Stock received by any other optionee) as the Committee determines
appropriate, including, without limitation, provisions conditioning exercise or
vesting, as applicable, upon the occurrence of certain events

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or performance or the passage of time, provisions to assist the optionee in
financing the purchase of Shares through the exercise of Options, provisions for
forfeiture, or restrictions on resale or other disposition, of Shares acquired
under the Plan, provisions giving the Company the right to repurchase shares
acquired under the Plan in the event the Participant elects to dispose of such
shares, and provisions to comply with all applicable federal and state
securities laws and federal and state income tax and other payroll tax
withholding requirements. Options granted under this Plan which are intended to
qualify as Incentive Options shall be specifically designated as such in the
applicable Agreement.

         6.1 OPTION PRICE. The exercise price for each Option granted under the
Plan shall be determined by the Committee; provided, however, that it shall not
be less than the fair market value of the Shares on the date of grant. The fair
market value shall be determined for all purposes of the Plan as follows: (A) if
the Shares are admitted to quotation on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or other comparable quotation
system and have been designated a National Market System ("NMS") security, fair
market value on any date shall be the last sales price reported for the Shares
on such system on such date or on the last day preceding such date on which a
sale was reported, (B) if the Shares are admitted to quotation on NASDAQ and
have not been designated an NMS security, fair market value on any date shall be
the average of the highest bid and lowest asked prices of the Shares on such
system on such date, or (C) if the Shares are admitted to trading on a national
securities exchange, fair market value on any date shall be the last sale price
reported for the Shares on such exchange on such date or on the last date
preceding such date on which a sale was reported, or (D) if neither (A), (B) nor
(C) applies to the Shares, the price on any date shall be a price equal to the
mean between the closing bid and asked prices for Shares, as quoted in writing
to the Company by a principal market maker for transactions in the Company's
Common Stock on the over-the-counter market designated by the Committee, and,
finally, if no such quotation is obtainable, then as determined, in good faith,
by the Committee on the date of the grant.

         6.2 EXERCISABILITY AND TERMS OF OPTIONS. The Committee shall, subject
to the terms of the Plan, determine the dates after which Options may be
exercised, in whole or in part, and may establish a vesting schedule that must
be satisfied before Options may be exercised. Except as specifically provided in
this Plan, in the case of Incentive Options, no Incentive Option may be
exercised at any time unless the Grantee is an Employee at all times during the
period beginning on the granting date and ending on the day three (3) months
before the date of such exercise. An Option may provide that if it is
exercisable in installments, installments which are exercisable and not
exercised shall remain exercisable during the term of the Option.

         All Options shall have a term of no more than ten years from the date
of grant. Subject to applicable law, the Committee shall determine the
conditions under which Options that have not become excercisable shall be
forfeited as well as the period or periods of time subsequent to termination of
employment during which the Options may be exercised.

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         6.3 VESTING AND EXERCISE OF STOCK OPTIONS UPON TERMINATION OF SERVICE.
If a Participant shall Terminate Service by reason of his death or Disability,
all Options granted to such Participant that have not become exercisable on or
before the date of such Termination shall immediately become exercisable. All
options held by such Participant may be exercised by the Participant, his estate
or beneficiary, or his representative, as the case may be, for a period of up to
three (3) years from the date of such Termination (up to one (1) year in the
case of death or disability with respect to Incentive Options) or until the
expiration of the stated term of such Option, whichever period is shorter.

         In the event of the Termination of Service for reason other than the
death or Disability of a Participant, Options granted to such Participant which
have vested may, unless earlier terminated in accordance with their terms, be
exercised within one year after the date of such termination (or within three
(3) months with respect to Incentive Options).

         Notwithstanding anything contained herein to the contrary, (i) if there
is Termination of Service by an Affiliate for Cause, no part of any Option,
whether or not vested or exercisable, shall be exercisable after the date of
such termination and (ii) in the event of a Change In Control, any Option
granted under the Plan to a Participant which has not, as of the date of the
Change in Control, become exercisable shall become fully exercisable.

         6.4 NONTRANSFERABILITY OF OPTION RIGHTS AND RESTRICTED STOCK. No
Options shall be transferable except by will or the laws of descent and
distribution. During the lifetime of the Participant, the Option shall be
exercisable only by him. The Committee may, however, in its sole discretion,
allow for transfers of Nonqualified Options to family members, subject to such
conditions or limitations as it may establish to ensure compliance with Rule
16b-3 promulgated pursuant to the Exchange Act, or for other purposes.
Restricted Stock may be transferred only in accordance with applicable state or
federal securities laws.

         6.5 NO OBLIGATION TO EXERCISE OPTION. The grant of an Option shall
impose no obligation on the Participant to exercise such Option.

         6.6 CANCELLATION OF OPTIONS. The Committee, in its discretion, may,
with the consent of any Participant, cancel any outstanding Option.

         6.7 NO RIGHTS AS A STOCKHOLDER. A participant or a transferee of an
Option shall have no rights as a stockholder with respect to any Share covered
by his Option until he shall have become the holder of record of such Share, and
he shall not be entitled to any dividends or distributions or other rights in
respect of such Share for which the record date is prior to the date on which he
shall have become the holder of record thereof.

         6.8 SPECIAL PROVISIONS APPLICABLE TO INCENTIVE OPTIONS. To the extent
the aggregate fair market value (determined as of the time the Option is
granted) of the Shares with respect to which any Options granted hereunder which
are intended to be Incentive Options may be exercisable for the first time by
the Participant in any calendar year (under this

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Plan or any other stock option plan of the Company or any parent or Subsidiary
thereof) exceeds $100,000, such Options shall not be considered Incentive
Options.

         No Incentive Option may be granted to an individual who, at the time
the Option is granted, owns directly, or indirectly within the meaning of
Section 424(d) of the Code, stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any parent or
Subsidiary thereof, unless such Option (i) has an exercise price of at least 110
percent of the fair market value of the Shares on the date of the grant of such
option; and (ii) cannot be exercised more than five years after the date it is
granted.

         Each Participant who receives an Incentive Option must agree to notify
the Company in writing immediately after the Participant makes a disqualifying
disposition of any Shares acquired pursuant to the exercise of an Incentive
Option. A disqualifying disposition is any disposition (including any sale) of
such Shares before the later of (i) two years after the date the optionee was
granted the Incentive Option or (ii) one year after the date the Participant
acquired Shares by exercising the Incentive Option. Any transfer of ownership to
a broker or nominee shall be deemed to be a disposition unless the Participant
provides proof satisfactory to the Committee of his continued beneficial
ownership of the Shares.

         Any other provision of the Plan to the contrary notwithstanding, no
Incentive Option shall be granted after the date which is ten years from the
date this Plan is adopted, or the date the Plan is approved by the stockholders,
whichever is earlier.

         6.9 RESTRICTED STOCK. The Company may issue Restricted Stock under this
Plan as a bonus to any Employee for such consideration as determined by the
Committee in accordance with N.J.S.A. 14A:7-4. The Committee shall have full and
final authority in its discretion to determine and set forth in the Agreement
the period or periods of time during which the Company will have a right to
repurchase such Restricted Stock and the terms and conditions of such
repurchase, and any vesting schedule for the Restricted Stock. Each Agreement
related to Restricted Stock shall contain the acknowledgment of the Participant
that the shares of Restricted Stock have not been registered under the
Securities Act, and that such shares are not freely tradeable and must be held
indefinitely unless such shares are either registered under the Securities Act
or an exemption from such registration is available.

                         ARTICLE VII. EXERCISE OF OPTION

         Any Option may be exercised in whole or in part at any time subsequent
to such Option becoming exercisable during the term of such Option; provided,
however, that each partial exercise shall be for whole Shares only. Each Option,
or any exercisable portion thereof, may only be exercised by delivery to the
Secretary or his office of (i) notice in writing signed by the Participant (or
other person then entitled to exercise such Option) that such Option, or a
specified portion thereof, is being exercised; (ii) payment in full for the
purchased Shares (as specified in Section 7.2 below); (iii) such representations
and documents as, in the opinion of the Committee, are necessary or advisable to
effect compliance with all applicable provisions of Federal or state securities
laws or regulations; (iv) in the event that the Option or portion thereof shall
be exercised pursuant to Section 6.3 or 6.4 by any person or persons other than
the Participant,

                                       7

proof satisfactory to the Committee of the right of such person or person to
exercise the Option or portion thereof; and (v) full payment to the Company of
all amounts which, under federal or state law, it is required to withhold upon
exercise of the Option (as specified in Section 7.3 below).

         7.1 SHARE CERTIFICATES. Upon receiving notice and payment, the Company
will cause to be delivered to the Participant, as soon as practicable, a
certificate in the Participant's name for the Shares purchased. The Shares
issuable and deliverable upon the exercise of a Stock Option shall be fully paid
and non-assessable. The Company shall not be required to issue or deliver any
certificate or certificates for Shares purchased upon the complete or partial
exercise of the Stock Option prior to fulfillment of, if required by law, (i)
the completion of any registration or other qualification of such Shares under
any federal or state law or under rulings or regulations of any governmental
regulatory body, and (ii) the obtaining of any approval or other clearance from
any federal or state governmental agency.

         7.2 PAYMENT FOR SHARES. Except as otherwise provided in an Agreement,
payment for Shares purchased under an Option granted hereunder shall be made in
full upon exercise of the Option, by certified or bank cashier's check or other
good funds payable to the order of the Company or by delivery of full Shares of
the Company duly endorsed for transfer to the Company with signature guaranteed,
or by any combination thereof. Shares will be accepted at their fair market
value (as determined in accordance with Section 6.1) on the date of exercise of
the Option.

         7.3 SHARE WITHHOLDING. The Committee shall require that a Participant
pay to the Company, at the time of exercise of a Nonqualified Option, such
amount as the Committee deems necessary to satisfy the Company's obligation to
withhold federal or state income or other taxes incurred by reason of the
exercise or the transfer of Shares thereupon.

               ARTICLE VIII. ADJUSTMENT FOR RECAPITALIZATION, ETC.

         The aggregate number of Shares which may be purchased pursuant to
Options granted, the number of Shares covered by each outstanding Option, and
the price per share thereof in each such Option shall be appropriately adjusted
for any increase or decrease in the number of outstanding Shares resulting from
a stock split or other subdivision or consolidation of Shares or for other
capital adjustments or payments of stock dividends or distributions, other
increases or decreases in the outstanding Shares effected without receipt of
consideration by the Company, or reorganization, merger or consolidation, or
other similar change affecting the Shares.

         Such adjustment to an Option shall be made without a change to the
total price applicable to the unexercised portion of the Option (except for any
change in the aggregate price resulting from rounding-off of Share quantities or
prices). Any such adjustment made by the Committee shall be final and binding
upon all Participants, the Company, their representatives, and all other
interested persons. No fractional Shares shall be issued as a result of such
adjustment.

         In the event of a transaction involving (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in which the Company
is not the surviving corporation or (iii) the

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sale or disposition of all or substantially all of the Company's assets,
provision shall be made in connection with such transaction for the assumption
of Options theretofore granted under the Plan, or the substitution for such
Options of new options of the successor corporation, with appropriate adjustment
as to the number and kind of Shares and the purchase price for Shares
thereunder, or, in the discretion of the Committee, the Plan and the Options
issued hereunder shall terminate on the effective date of such transaction if
appropriate provision is made for payment to the Participant of an amount in
cash equal to the fair market value of a Share less the exercise price for such
Options (to the extent such Options have not been exercised) multiplied by the
number of Shares subject to the Options (to the extent such Options have not
been exercised); provided, however, that in no event shall the Committee take
any action or make any determination under this Article VIII which would prevent
a transaction described in clause (ii) or (iii) above from being treated as a
pooling of interests under generally accepted accounting principles.

                       ARTICLE IX. GOVERNMENT REGULATIONS

         The Plan, and the grant and exercise of Options and Restricted Stock
thereunder, and the Company's obligation to sell and deliver stock under such
Options, shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or governmental agency as
may be required.

         Each Option is subject to the requirement that if, at any time, the
Committee determines, in its absolute discretion, that the listing, registration
or qualification of Shares issuable pursuant to the Plan is required by state or
federal law, or the consent or approval of any governmental regulatory body is
necessary as a condition of, or in connection with, the issuance of Shares, no
Shares shall be issued, in whole or in part, unless such listing, registration,
qualification, consent or approval has been effected or obtained, provided,
however, a refusal to issue Shares upon exercise of an Option as a result of the
foregoing shall, notwithstanding any other provision of this Plan or any
Agreement, extend the period the Option may be exercised one day for each day of
delay, but not beyond the original term of the Option.

         The Company is relieved from any liability for the nonissuance or
non-transfer or any delay in issuance or transfer of any Shares subject to
Options under the Plan which results from the inability of the Company to
obtain, or in any delay in obtaining, from any regulatory body having
jurisdiction, all requisite authority to issue or transfer Shares upon exercise
of the Options under the Plan if counsel for the Company provides the Company
with a written opinion that such authority is necessary for the lawful issuance
or transfer of any such Shares.

         Notwithstanding any other provision of this Plan, Restricted Stock may
be issued pursuant to this Plan only after there has been compliance with all
applicable federal and state securities laws, and such issuance will be subject
to this overriding condition. The Company will not be required to register or
qualify Restricted Stock with the Securities and Exchange Commission or any
state agency.

                           ARTICLE X. OTHER PROVISIONS

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         The validity, interpretation and administration of the Plan and any
rules, regulations, determinations or decisions made thereunder, and the rights
of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of New Jersey, except to the extent that federal law shall apply.

         As used herein, the masculine gender shall include the feminine gender.

         The headings in the Plan are for reference purposes only and shall not
affect the meaning or interpretation of the Plan.

         All notices or other communications made or given pursuant to this Plan
shall be in writing and shall be sufficiently made or given if hand-delivered or
mailed by certified mail, addressed to any Participant at the address contained
in the records of the Company or to the Company at its principal office.

         The proceeds received from the exercise of Options pursuant to the Plan
shall be used for general corporate purposes.

         Nothing in the Plan or in any Option or Restricted Stock granted
hereunder shall confer on any Participant or eligible Employee any right to
continue in the employ of the Company or any of its Subsidiaries, or to
interfere in any way with the right of the Company or any of its Subsidiaries
may otherwise have to terminate such Participant's or Employee's employment at
any time.

         All expenses and costs incurred in connection with the operation of the
Plan shall be borne by the Company.

         The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Affiliates, or any them. Nothing in this Plan
shall be construed to limit the right of any Affiliate (i) to establish, alter
or terminate any other forms of incentives, benefits or compensation for
Employees, including, without limitation, conditioning the right to receive
other incentives, benefits or compensation on an Employee not participating in
this Plan; or (ii) to grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of the business, stock, or
assets of any corporation, firm or association.

         Participants shall have no rights as shareholders unless and until
certificates for Shares are registered in their names in satisfaction of a
properly exercised Option.

         If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim therefore has been made by a duly appointed legal
representative), may, if the Committee so directs the Company, be paid to his
spouse, child, relative, an institution maintaining or having custody of such
person, or any

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other person deemed by the Committee to be a proper recipient on behalf of such
person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefore. The terms
of this Plan shall be interpreted and administered in compliance with Section 16
of the Exchange Act and the rules and regulations applicable to the Company
thereunder.

             ARTICLE XI. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN

         The Plan is effective as of such date as it is approved by the
stockholders of the Company in a manner which complies with section 422 of the
Code and applicable state law. The expiration date of the Plan, after which no
Option or Restricted Stock may be granted hereunder, shall be ten years from
such effective date; provided, however, that the Plan shall remain effective
after the expiration date for purposes of administering any Options outstanding
as of such expiration date.

                ARTICLE XII. AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board may, without the consent of the Company's stockholders or
Participants under the Plan, at any time terminate the Plan entirely, and at any
time or from time to time amend or modify the Plan, provided that no such action
shall adversely affect Options or Restricted Stock theretofore granted hereunder
without the Participant's consent, and provided further that no such action by
the Board, without approval of the stockholders, may (i) materially increase the
total number of Shares which may be purchased or acquired pursuant to Options or
Restricted Stock granted under the Plan, either in the aggregate or for any
Participant or eligible Employee, except as contemplated in Article VIII; (ii)
expand the class of employees eligible to receive Options or Restricted Stock
under the Plan; (iii) decrease the minimum Option price; (iv) extend the maximum
term of Options granted hereunder; (v) extend the term of the Plan. No amendment
or modification may become effective if it would cause the Plan to fail to meet
the applicable requirements of state or federal law.

                       ARTICLE XIII. SHAREHOLDER APPROVAL

         Anything in the Plan to the contrary notwithstanding, the grant of
Options and Restricted Stock hereunder shall be of no force or effect, and no
Option or Restricted Stock granted hereunder shall vest or become exercisable in
any respect, unless and until the Plan is approved by the affirmative vote of
the holders of at least fifty percent of the Shares outstanding and entitled to
vote at a meeting of the shareholders of the Company duly held in accordance
with the laws of New Jersey.

         As adopted by the Board of Directors of 1st Constitution Bancorp on
April 22, 2001.

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