Exhibit
99.2
 
 
 
 I, Joseph M. Reardon, certify, based on
my knowledge, that:
 
 (i)           The
compensation committee of 1st Constitution Bancorp (the “Company”) has
discussed, reviewed, and evaluated with senior risk officers at least every six
months during the period beginning on the later of September 14, 2009, or ninety
days after the closing date of the agreement between the Company and Treasury
and ending with the last day of the Company’s fiscal year containing that date
(the applicable period), the senior executive officer (SEO) compensation plans
and the employee compensation plans and the risks these plans pose to the
Company.
 
 (ii)          The
compensation committee of the Company has identified and limited during the
applicable period any features of the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of
the Company, and during that same applicable period has identified any features
of the employee compensation plans that pose risks to the Company and has
limited those features to ensure that the Company is not unnecessarily exposed
to risks;
 
 (iii)         The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee, and has
limited any such features;
 
 (iv)         The
compensation committee of the Company will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii)
above;
 
 (v)          The
compensation committee of the Company will provide a narrative description of
how it limited during any part of the most recently completed fiscal year that
included a TARP period the features in
 
 (A)           SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of the Company;
 
 (B)           Employee
compensation plans that unnecessarily expose the Company to risks;
and
 
 (C)           Employee
compensation plans that could encourage the manipulation of reported earnings of
the Company to enhance the compensation of an employee;
 
 (vi)         The
Company has required that bonus payments, as defined in the regulations and
guidance established under section 111 of the Emergency Economic Stabilization
Act of 2008 as amended by the American Recovery and Reinvestment Act of 2009
(“EESA”) (bonus payments), of the SEOs and twenty next most highly compensated
employees be subject to a recovery or “clawback” provision during any part of
the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;
 
 (vii)        The
Company has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to a SEO or any
of the next five most highly compensated employees during the period beginning
on the later of the closing date of the agreement between the Company and
Treasury or June 15, 2009 and ending with the last day of the Company’s fiscal
year containing that date;
 
 (viii)       The
Company has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder
during the period beginning on the later of the closing date of the agreement
between the Company and Treasury or June 15, 2009 and ending with the last day
of the Company’s fiscal year containing that date;
 
 (ix)          The
board of directors of the Company has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, by the later of September 14, 2009, or ninety days
after the closing date of the agreement between the Company and Treasury; this
policy has been provided to Treasury and its primary regulatory agency; the
Company and its employees have complied with this policy during the applicable
period; and any expenses that, pursuant to this policy, required approval of the
board of directors, a committee of the board of directors, an SEO, or an
executive officer with a similar level of responsibility were properly
approved;
  
  (x)           The
Company will permit a non-binding shareholder resolution in compliance with any
applicable federal securities rules and regulations on the disclosures provided
under the federal securities laws related to SEO compensation paid or accrued
during the period beginning on the later of the closing date of the agreement
between the Company and Treasury or June 15, 2009 and ending with the last day
of the Company’s fiscal year containing that date;
 
 (xi)          The
Company will disclose the amount, nature, and justification for the offering
during the period beginning on the later of the closing date of the agreement
between the Company and Treasury or June 15, 2009 and ending with the last day
of the Company’s fiscal year containing that date of any perquisites, as defined
in the regulations and guidance established under section 111 of EESA, whose
total value exceeds $25,000 for any employee who is subject to the bonus payment
limitations identified in paragraph (viii);
 
 (xii)        
The Company will disclose whether the Company, the board of directors of the
Company, or the compensation committee of the Company has engaged during the
period beginning on the later of the closing date of the agreement between the
Company and Treasury or June 15, 2009 and ending with the last day of the
Company’s fiscal year containing that date, a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation
consultant provided during this period;
 
 (xiii)        The
Company has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the period beginning on
the later of the closing date of the agreement between the Company and Treasury
or June 15, 2009 and ending with the last day of the Company’s fiscal year
containing that date;
 
 (xiv)     
  The Company has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between the
Company and Treasury, including any amendments;
 
 (xv)      
  The Company has submitted to Treasury a complete and accurate list
of the SEOs and the twenty next most highly compensated employees for the
current fiscal year and the most recently completed fiscal year, with the
non-SEOs ranked in descending order of level of annual compensation, and with
the name, title, and employer of each SEO and most highly compensated employee
identified; and
 
 (xvi)     
   I understand that a knowing and willful false or fraudulent
statement made in connection with this certification may be punished by fine,
imprisonment, or both. (See, for example, 18 USC 1001).
 
 
 Date:
March 16, 2010
 
 
 /s/ JOSEPH M.
REARDON
 Joseph M.
Reardon
 Senior
Vice President and Treasurer