Amended And Restated Directors' Insurance Plan

1ST CONSTITUTION BANCORP

AMENDED AND RESTATED
DIRECTORS' INSURANCE PLAN


Section 1. Establishment of the Plan

Effective as of June 16, 2005, 1st Constitution Bancorp, a New Jersey corporation (the " Bancorp" ), hereby amends and restates the 1stConstitution Bancorp Directors' Insurance Plan, established as of October 1, 2002 and amended as of February 19, 2004, which provides a death benefit to certain members of the Boards of Directors of the Bancorp and/or 1st Constitution Bank, a commercial bank formed under the laws of the State of New Jersey and a wholly-owned subsidiary of the Bancorp (the " Bank" ) who are not current employees of either the Bancorp or the 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 Bancorp (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 Bancorp.

2.3 Cause: " Cause" shall have the meaning ascribed to such term in Section 5.

2.4 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 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 the Bancorp representing more than 50% of the combined voting power of the 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 the 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 the 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) the Bancorp completes a merger, consolidation or similar transaction of the Bancorp with or into any other corporation or entity, or a binding share exchange involving the Bancorp' s securities, other than any such transaction which would result in the voting securities of the 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 the Bancorp or such surviving entity outstanding immediately after such transaction, or the Bancorp comp ...