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                                                                    EXHIBIT 10.1

                              1ST CONSTITUTION BANK

                              AMENDED AND RESTATED
                       STOCK OPTION PLAN FOR KEY EMPLOYEES


      1. Purpose. The purpose of this plan (the "Plan) is to provide a
continuing, long-term incentive for certain key employees of 1st Constitution
Bank (the "Bank"), to exert their best efforts on behalf of the Bank; to attract
to, and retain in, the employ of the Bank, the most qualified employees; and to
further the identify of interests between such employees and the Bank's
stockholders generally. It is the intention of the Board to have this plan
qualify for tax treatment as an "Employee Incentive Plan" pursuant to Section
442 of the Internal Revenue Code.

      2. Shares Covered By Plan. The number of shares of stock which may be
issued pursuant to options granted under the Plan shall not exceed Thirty
Thousand (30,000) (subject to adjustment in accordance with Section 14) shares
(the "Shares") of the Bank's authorized and unissued $5 par value common stock.

      3.    Administration.

            (a) The Plan shall be administered by a committee of Directors of
the Bank (the "Committee") to be appointed from time to time by the Bank's Board
of Directors and to consist of not less than three (3) members of the Board.

            (b) Subject to the terms of the Plan, the Committee shall have full
and final authority to determine the terms and conditions of the options, and to
make such other determinations as may be necessary or appropriate for the
administration of the Plan.

            (c) The Committee shall select one of its members as the Chairman,
and shall hold its meetings at such times and places as it shall deem advisable.
A majority of its members shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members who are preset. No
Committee member shall vote on any matter relating directly to an option for
himself. Any decision or determination reduced to writing and signed by a
majority of all of the members shall be fully as effective as if made by a
majority vote at a meeting duly called and held. The Committee may appoint a
Secretary, shall keep minutes of its meetings, and may make such rules and
regulations for the conduct of its business and for the carrying out of the Plan
as it shall deem appropriate.

            (d) The Committee, subject to the provisions of the Plan, may
prescribe rules and regulations for the administration of the Plan including the
manner in which the options shall be exercised. The interpretation and
construction by the committee of any provisions of the Plan and of the options
granted thereunder shall be final and conclusive on all persons having any
interest thereunder.
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      4. Eligible Participant. Key employees of the Bank shall be eligible to
participate in the Plan. Determinations of which employees are "key employees,"
which key employees shall participate in the Plan and how many Shares each such
participant shall be granted options to purchase, shall be made by the Committee
in their sole discretion.

      5. Option Price. The purchase price under each option shall be 100% of the
fair market value of the Bank's stock, but in no event less than the par value
of the stock, as of the time of the grant of the option as determined by the
Committee and/or the Board.

      6. Term of Options. Each option shall be fully exercisable within ten (10)
years from the date it is granted, after which it shall expire.

      7. Limitation on Transfer of Options. The options granted pursuant hereto
shall not be transferable except by will or by the laws of descent and
distribution and shall not be pledged, hypothecated or otherwise anticipated.
During the lifetime of the person to whom the option is granted (the
"Optionee"), only he or his guardian may exercise it.

      8. Exercise of Option. Each exercise of an option granted pursuant hereto,
whether in whole or in part, shall be written notice to the Chairman of the
Committee designating the number of Shares for which the option is exercised,
and shall be accompanied by payment in full for the number of Shares so
designated.

      9. Condition to Exercise of Option. In order to enable the Bank to comply
with the Bank Officers and Employees Stock Option Plan Act (the "Act"), the Bank
will, prior to the date of issuance of any Shares of stock pursuant to an option
granted hereunder, file with the New Jersey Department of Banking, a copy of
this Plan, together with such certificates as are required by the Act and shall
not issue any such Shares of stock pending approval thereof by the Commissioner
of Banking.

      10. Effect of Termination on Option. If the Optionee's employment is
terminated, he (or, in the event of the Optionee's death, his estate) may at any
time within not more than twelve (12) months after termination of his
employment, exercise all or any part of his options notwithstanding any
restrictions pursuant to Section 1l (a) below, provided that, in the event the
Optionee's employment is terminated (a) due to the Optionee's conviction of an
indictable crime, gross negligence or dependency on alcohol or other controlled
substance which adversely affects his performance of his duties; or (b) by the
Optionee, within the first three (3) years of his employment by the Bank, then
the Optionee shall be entitled to exercise only those options, or portions
thereof, which are already vested (pursuant to Section 11 (A) below) at the time
of such termination. Thereafter, the options granted pursuant hereto shall
terminate and no rights thereunder may be exercised.

      11. Limitations on Exercise of Option Rights.

            (a) Each option shall vest in the Optionee, and may be exercised,
twenty percent (20%) per year, commencing on the date the option is granted.

            (b) An option granted under the Plan may not be exercised while
there is outstanding any prior option granted to the Optionee, under the Plan or
otherwise.


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            (c) The minimum number of Shares with respect to which option rights
may be exercised in part at any time shall be as determined by the Committee at
the time the option is granted.

            (d) Notwithstanding anything to the contrary contained herein, upon
the merger of the Bank or upon the sale or exchange of all or substantially all
of the stock or assets of the Bank, or upon the terms and conditions stated in
Section 10 above, all options granted hereunder shall immediately become fully
vested and exercisable.

      12. Amendments to the Plan. The Bank's Board of Directors may from time to
time make such amendments to the Plan as it may deem proper and in the best
interests of the Bank provided that:

            (a) No amendment shall be made which (i) would impair, without the
consent of the Optionee, any option theretofore granted under the Plan or
deprive any Optionee of any shares of stock of the Bank which he may have
acquired through or as a result of the Plan; or (ii) would withdraw the
administration of the Plan from a Committee of Directors of the Bank meeting the
qualifications set forth in Section 3(a) hereof

            (b)  Any such amendment which would:

                  (i) Materially increase the benefits accruing to participants
under the Plan;

                  (ii) Materially increase the number of Shares which may be
issued under the Plan; or

                  (iii) Materially modify the requirements as to eligibility for
participation in the Plan;

shall be submitted to the stockholders of the Bank for their approval at the
next annual or special meeting after adoption by the Board of Directors, and if
approved by the stockholders of the Bank, then it shall be submitted to the
Commissioner of Banking for her approval and, if such stockholder approval or
Commissioner of Banking approval is not obtained, the amendment, together with
any actions taken under the Plan on the necessary authority of such amendment,
shall be null and void.

      13. Termination of Plan. The Plan may be terminated at any time by the
Bank's Board of Directors except with respect to options then outstanding under
the Plan.

      14. Adjustment in Shares Covered By Plan. If any change is made in the
stock subject to the Plan, or subject to any option granted under the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination of Shares, rights offerings, change in the corporate
structure of the Bank, or otherwise, appropriate adjustment shall be made as to
the maximum number of Shares subject to the Plan, and the number of Shares and
prices per Share of stock subject to outstanding options.


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      15. Rights of Optionee. No Optionee shall, by reason of any option granted
pursuant hereto, have any voting or other rights attributable to stockholders,
except as provided in Section 14 above.

      16. No Guarantee of Employment. Nothing contained herein or in any option
granted pursuant hereto shall be construed as a guarantee of continued
employment by the Bank. Except as expressly provided to the contrary, in
writing, by agreement between the parties, the Bank's right to terminate the
Optionee's employment by the Bank at will, with or without cause, shall remain
absolute.

      17. Investment Purposes and Restrictions on Sale. All options under the
Plan shall be granted on the condition that purchases of stock thereunder as to
which no registration statement is in effect under the Securities Act of 1933,
as amended ("Act") shall be for investment purposes in circumstances not
involving a public offering and thereby exempt for the registration requirements
of the Act by reason of Section 4(2) thereof. The exercise of an option shall
automatically be representation to the Bank by the person exercising the option
that the shares thereby being acquired are being acquired for investment
purposes and not with a view to resale or distribution and that the shares will
not be sold or transferred unless either (1) registered under the Act or (2)
exempt from such registration in the opinion of counsel for the Bank. The Bank
may require at the time of exercise such further evidence and assurances in this
respect, and such restrictions on transfer of such shares, which shall include
an appropriate legend on the stock certificates issued pursuant to the Plan, as
the Committee or the Board of Directors deems appropriate.

      This plan was approved by a two-thirds vote of the Stockholders of 1st
Constitution Bank at the Annual Meeting held on March 21, 1990 and amended by a
vote of the holders of two-thirds of the capital stock entitled to vote at a
Special Meeting of Stockholders held June 7, 1995.


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                       AMENDMENT TO 1ST CONSTITUTION BANK
                     AMENDED AND RESTATED STOCK OPTION PLAN
                                FOR KEY EMPLOYEES


      The current provisions of Section 3(a) are deleted and replaced with the
following provisions effective as of July 1, 1999:

      (a) The Plan shall be administered by a committee of Directors of 1st
Constitution Bancorp (the "Committee") to be appointed from time to time by 1st
Constitution Bancorp's Board of Directors and to consist of not less than three
(3) members of the Board.

      The following new Section 18 is added to the Plan effective as of July 1,
1999:

      18. Previously Granted and New Options. The Committee shall not grant any
further options under the Plan. As to options granted prior to July 1, 1999, a
Participant shall no longer exercise the option to purchase Shares. For each
Share that a Participant could purchase through exercise of a previously granted
option, the Participant can now exercise the option to purchase one share of
common stock of 1st Constitution Bancorp. All references in the Plan to actions
to be taken by the Bank shall refer to actions to be taken by 1st Constitution
Bancorp.



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              SECOND AMENDMENT TO 1ST CONSTITUTION BANK AMENDED AND
                  RESTATED STOCK OPTION PLAN FOR KEY EMPLOYEES


      The current provisions of Section 8 are replaced with the following
provisions effective as of April 25, 2002:

      (a) Each exercise of an Option granted pursuant hereto, whether in whole
or in part, shall be by written notice to the Chairman of the Committee
designating the number of Shares for which the Option is exercised.

      (b) Except as otherwise provided in any agreement with an Optionee,
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 1ST Constitution Bancorp (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.

      (c) Shares will be accepted at their fair market value on the date of
exercise of the Option. For purposes of this Plan, the fair market value shall
be determined as follows: (i) 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 as a National
Market System ("NMS") security, fair market value on any date shall be the last
sale 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; (ii) 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 (iii) 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 (iv) if neither (i), (ii) nor (iii) 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.



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