Exhibit 10.10


                    1ST COLONIAL BANCORP, INC.

                         STOCK OPTION PLAN
                    FOR NON-EMPLOYEE DIRECTORS



Article 1.  PURPOSE OF THE PLAN

     1.1  Purpose - The 1st Colonial Bancorp, Inc. Stock Option
Plan For Non-Employee Directors (the "Plan") is intended and
designed to provide certain directors of 1st Colonial Bancorp,
Inc. (the "Corporation") and 1st Colonial National Bank (the
"Bank") with an opportunity to acquire Common Stock of the
Corporation, thereby giving them a stake in the continued growth
and success of the Corporation's business.

     1.2  Stock Options to be Granted - Only Nonqualified Stock
Options may be granted within the limitations of the Plan herein
described.

Article 2.  DEFINITIONS

     2.1  "Agreement" - The written instrument evidencing the
grant of an Option.  A Participant may be issued one or more
Agreements from time to time, reflecting one or more Options.

     2.2  "Bank" - 1st Colonial National Bank.

     2.3  "Board" - The Board of Directors of the Corporation.

     2.4  "Code" - The Internal Revenue Code of 1986, as
amended.

     2.5  "Committee" - The Committee which the Board appoints
to administer the Plan.

     2.6  "Common Stock" - The common stock of the Corporation
(no par value) as described in the Corporation's Articles of
Incorporation, or such other stock as shall be substituted
therefor.

     2.7  "Corporation" - 1st Colonial Bancorp, Inc., a
Pennsylvania corporation.

     2.8  "Director" - Any director of the Corporation or the
Bank who is not also, at the time of a grant, a common law
employee of the Corporation or a Subsidiary.

     2.9  "Discretionary Option" - A Stock Option granted
pursuant to Section 5.1(b) hereof.

     2.10  "Exchange Act" - The Securities Exchange Act of 1934,
as amended.

     2.11 "Incentive Stock Option" - A Stock Option intended to
satisfy the requirements of Code Section 422(b).

     2.12  "Mandatory Option" - A Stock Option granted pursuant
to Section 5.1(a) hereof.

     2.13  "Nonqualified Stock Option" - A Stock Option other
than an Incentive Stock Option.

     2.14  "Optionee" - A Participant who is awarded a Stock
Option pursuant to the provisions of the Plan.

     2.15  "Participant" - A Director selected by the Committee
to receive a grant of an Option under the Plan.

     2.16  "Plan" - The 1st Colonial Bancorp, Inc. Stock Option
Plan for Non-Employee Directors.

     2.17  "Retirement" - The voluntary termination of an
individual as a Director upon or following the attainment of age
sixty-five.

     2.18  "Stock Option" or "Option" - An award of a right to
purchase Common Stock pursuant to the provisions of the Plan.

     2.19  "Subsidiary" - Any corporation that qualifies as a
"subsidiary corporation" of the Corporation under Code
Section 424(f).

Article 3.  ADMINISTRATION OF THE PLAN

     3.1  The Committee - The Plan shall be administered by a
committee of the Board (the "Committee") composed of two or more
members of the Board, all of whom are "outside directors" within
the meaning of Code Section 162(m), and all of whom satisfy any
other requirement of applicable law.  The Board may from time to
time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by
the Board.

     3.2  Powers of the Committee -

          (a)  The Committee shall be vested with full authority
to make such rules and regulations as it deems necessary or
desirable to administer the Plan and to interpret the provisions
of the Plan, unless otherwise determined by a majority of the
members of the Board.  Any determination, decision or action of
the Committee in connection with the construction,
interpretation, administration or application of the Plan shall
be final, conclusive and binding upon all Optionees and any
person claiming under or through an Optionee, unless otherwise
determined by a majority of the members of the Board.

          (b)  Subject to the terms, provisions and conditions
of the Plan and subject to review and approval by a majority of
the members of the Board, the Committee shall have exclusive
jurisdiction to:

               (i)  determine and select (except, with respect
to each member of the Committee, as to herself or himself), the
Directors to be granted Discretionary Options (it being
understood that more than one Option may be granted to the same
person);

               (ii)  determine the number of shares subject to
each Discretionary Option;

               (iii)  determine the date or dates when
Discretionary Options will be granted;

               (iv)  determine the date or dates when each
Option may be exercised within the term of the Option specified
pursuant to Article 7 of the Plan; and

               (v)  prescribe the form, which shall be
consistent with the Plan, of the Agreement evidencing any
Options granted under the Plan.

     3.3  Terms - The grant of an Option under the Plan shall be
evidenced by an Agreement and may include any terms and
conditions, consistent with this Plan, as the Committee may
determine.

     3.4  Liability - No member of the Board or the Committee
shall be liable for any action or determination made in good
faith by the Board or the Committee with respect to this Plan or
any Options granted under this Plan.

Article 4.  COMMON STOCK SUBJECT TO THE PLAN

     4.1  Common Stock Authorized - The aggregate number of
shares of Common Stock for which Options may be granted under
the Plan shall not exceed 50,000.  The limitation established by
the preceding sentence shall be subject to adjustment as
provided in Article 9 of the Plan.

     4.2  Shares Available - The Common Stock to be issued upon
exercise of Options granted under the Plan shall be made
available, at the discretion of the Board, either from
authorized but unissued Common Stock or from Common Stock
acquired by the Corporation, including shares purchased in the
open market.  In the event that any outstanding Option under the
Plan for any reason expires or is terminated, the shares of
Common Stock allocable to the unexercised portion of such Option
may thereafter be regranted subject to Option under the Plan.

Article 5.  STOCK OPTIONS

     5.1  Grant of Options; Exercise Price -

          (a)  Each Director shall be granted, on the date of
his or her election and on each date of his or her reelection
(whether at an annual meeting, an adjournment thereof or
otherwise), a Mandatory Option to acquire 750 shares of Common
Stock.  In the event the Corporation's or the Bank's Board shall
at any time be classified, for purposes of this Plan, any
continuing Director not on the slate for reelection at an annual
meeting of the Corporation's stockholders shall, notwithstanding
such fact, be treated as being reelected at such meeting (or any
adjournment thereof).  Notwithstanding the foregoing, no
Director shall be granted more than one Mandatory Option per
calendar year.

          (b)  Discretionary Options may also be granted to any
Director from time to time, in the discretion of a majority of
the members of the Committee (excluding the Director receiving
the grant), subject to ratification by a majority of the members
of the Board (excluding the Director receiving the grant).  Such
ratification by the Board shall include a determination, which
may be based on an opinion of legal counsel, that such grants do
not violate the laws governing corporate self-dealing applicable
to the Corporation.

          (c)  The exercise price of a Nonqualified Stock Option
to purchase a share of Common Stock shall be the fair market
value of a share on the grant date, as determined in
Section 5.2.  The exercise price shall be subject to adjustment
as provided in Article 9 of the Plan.

     5.2  Determination of Fair Market Value -

          (a)  During such time as Common Stock is not listed on
an established stock exchange or exchanges but is listed in the
NASDAQ National Market System, the fair market value per share
shall be the closing sale price for the Common Stock on the day
the Option is granted.  If no sale of Common Stock has occurred
on that day, the fair market value shall be determined by
reference to such price for the next preceding day on which a
sale occurred.

          (b)  During such time as the Common Stock is not
listed on an established stock exchange or in the NASDAQ
National Market System, fair market value per share shall be the
mean between the closing dealer "bid" and "asked" prices for the
Common Stock for the day of the grant, and if no "bid" and
"asked" prices are quoted for the day of the grant, the fair
market value shall be determined by reference to such prices on
the next preceding day on which such prices were quoted.

          (c)  If the Common Stock is listed on an established
stock exchange, the fair market value shall be deemed to be the
closing price of Common Stock on such stock exchange on the day
the Option is granted or, if no sale of Common Stock has been
made on such stock exchange on that day, the fair market value
shall be determined by reference to such price for the next
preceding day on which a sale occurred.

          (d)  In the event that the Common Stock is not traded
on an established stock exchange or in the NASDAQ National
Market System, and no closing dealer "bid" and "asked" prices
are available on the date of a grant (or within a reasonable
period of time preceding the grant date), then fair market value
will be the price established by the Committee in good faith.

     5.3  Transferability of Options - Unless otherwise
designated by the Committee to the contrary, each Option granted
under the Plan shall by its terms be non-transferable by the
Optionee (except by will or the laws of descent and
distribution), and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee, his or her guardian or
legal representative or by such other means as the Committee may
approve from time to time, provided that, if the Corporation is
at the time of such approval subject to the provisions of either
Section 16(b) of the Exchange Act or Rule 16b-3 thereunder, as
either may be amended from time to time (or any law, rule,
regulation or other provision that may hereafter replace such
Section or Rule), such means is not inconsistent with or
contrary to such Section or Rule or replacement thereof.  An
Optionee may also designate a beneficiary to exercise his or her
Options after the Optionee's death.  The Committee may amend
outstanding Options to provide for transfer, without payment of
consideration, to immediate family members of the Optionee or to
trusts or partnerships for such family members.

     5.4  Limitation on Grants - Grants to any Director under
this Plan during any calendar year shall not exceed in the
aggregate Options to acquire more than 3,000 shares of Common
Stock.  Such limitation shall be subject to adjustment in the
manner described in Article 9 and by giving effect to any
adjustment in other Options granted during the relevant calendar
year.

Article 6.  ELIGIBILITY

     6.1  Participation - Options shall be granted only to
persons who are Directors.

Article 7.  TERM AND EXERCISE OF OPTIONS

     7.1  Termination - Each Option granted under the Plan shall
terminate on the date determined by the Committee and approved
by a majority of the members of the Board, and specified in the
Agreement; provided, however, that no Option shall terminate
later than ten years after the date of grant  Each Option
granted under the Plan shall become exercisable only after the
date on which the Optionee has completed 11 months of continuous
service as a Director with the Corporation or the Bank
immediately following the date of the grant of the Option.  The
Committee, at its discretion, may provide further limitations on
the exercisability of Options granted under the Plan.  An Option
may be exercised only during the continuance of the Optionee's
service as a Director, except as provided in Article 8.

     7.2  Exercise -

          (a)  A person electing to exercise an Option shall
give written notice to the Corporation of such election and of
the number of shares he or she has elected to purchase, in such
form as the Committee shall have prescribed or approved, and
shall at the time of exercise tender the full purchase price of
the shares he or she has elected to purchase.  The purchase
price shall be paid in full, in cash, upon the exercise of the
Option; provided, however, that in lieu of cash, with the
approval of the Committee at or prior to exercise, an Optionee
may exercise his or her Option by tendering to the Corporation
shares of Common Stock owned by him or her and having a fair
market value equal to the cash exercise price applicable to his
or her Option (with the fair market value of such stock to be
determined in the manner provided in Section 5.2 hereof) or by
delivering such combination of cash and such shares as the
Committee in its sole discretion may approve.

          (b)  A person holding more than one Option at any
relevant time may, in accordance with the provisions of the
Plan, elect to exercise such Options in any order.

          (c)  In addition, at the request of the Participant
and to the extent permitted by applicable law, the Corporation
may, in its sole discretion, selectively approve arrangements
with a brokerage firm under which such brokerage firm, on behalf
of the Participant, shall pay to the Corporation the exercise
price of the Options being exercised, and the Corporation,
pursuant to an irrevocable notice from the Participant, shall
promptly deliver the shares being purchased to such firm.

Article 8.  TERMINATION OF STATUS AS DIRECTOR

     8.1  Retirement - In the event of Retirement, an Option
shall lapse at the earlier of the expiration of the term of the
Option or three months from the date of Retirement.

     8.2  Death or Disability - In the event of termination of
an individual's status as a Director due to death or disability
(as defined in Code Section 72(m)(7)), the Option shall lapse at
the earlier of the expiration of the term of the Option or three
months after termination due to any such cause.

     8.3  Other Termination - In the event of termination of an
individual's status as a Director for any reason other than is
described in Section 8.1 or 8.2, all Options shall lapse as of
the date of termination; provided, however, that the Committee
may, in its discretion, waive the lapse provisions of
Section 8.3 and permit the exercise of an Option until a date
which is the earlier of the expiration of the term of such
Option or up to three months from the date of termination.

Article 9.  ADJUSTMENT PROVISIONS

     9.1  Share Adjustments -

          (a)  In the event that the shares of Common Stock, as
presently constituted, shall be changed into or exchanged for a
different number or kind of shares of stock or other securities
of the Corporation or of another corporation (whether by reason
of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number
of such shares of stock shall be increased or decreased through
the payment of a stock dividend or split or the implementation
of a reverse stock split, then, subject to the provisions of
Subsection (c) below, there shall be substituted for or added to
(or an appropriate adjustment shall otherwise be made with
respect to) each share of Common Stock which was theretofore
appropriated, or which thereafter may become subject to an
Option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be
exchanged or to which each such share shall be entitled, as the
case may be.  Outstanding Options shall also be appropriately
amended as to price and other terms, as may be necessary to
reflect the foregoing events.

          (b)  If there shall be any other change in the number
or kind of the outstanding shares of the Common Stock, or of any
stock or other securities in which such Common Stock shall have
been changed, or for which it shall have been exchanged, and if
a majority of the members of the Board shall, in its sole
discretion, determine that such change equitably requires an
adjustment in any Option which was theretofore granted or which
may thereafter be granted under the Plan, then such adjustment
shall be made in accordance with such determination.

          (c)  The grant of an Option pursuant to the Plan shall
not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes
of its capital or business structure, to merge, to consolidate,
to dissolve, to liquidate or to sell or transfer all or any part
of its business or assets.

     9.2  Corporate Changes - A dissolution or liquidation of
the Corporation, or a merger or consolidation in which the
Corporation is not the surviving entity, shall cause each
outstanding Option to terminate, except to the extent that
another corporation may and does in the transaction assume and
continue the Option, substitute its own options or otherwise pay
value therefor.

     9.3  Fractional Shares - Fractional shares resulting from
any adjustment in Options pursuant to this Article 9 may be
settled as a majority of the members of the Board or the
Committee (as the case may be) shall determine.

     9.4  Binding Determination - To the extent that the
foregoing adjustments relate to stock or securities of the
Corporation, such adjustments shall be made by a majority of the
members of the Board, whose determination in that respect shall
be final, binding and conclusive.  Notice of any adjustment
shall be given by the Corporation to each holder of an Option
which shall have been adjusted.

Article 10.  GENERAL PROVISIONS

     10.1  Effective Date - The Plan is effective as of the date
of its adoption by the Board (March 19, 2003); provided,
however, that no Option shall be granted hereunder unless the
Plan is approved by the Corporation's shareholders within 12
months of such date.

     10.2  Termination of the Plan - Unless previously
terminated by the Board of Directors, the Plan shall terminate
on, and no Option shall be granted after, the tenth anniversary
of the adoption by the Board of this Plan.

     10.3  Limitation on Termination, Amendment or Modification

          (a)  The Board may at any time terminate, amend,
modify or suspend the Plan, provided that without the approval
of the stockholders of the Corporation no amendment or
modification shall be made by the Board which otherwise requires
the approval of such stockholders under applicable tax,
securities or other law.

          (b)  No amendment, modification, suspension or
termination of the Plan shall in any manner affect any Option
theretofore granted under the Plan without the consent of the
Optionee or any person validly claiming under or through the
Optionee.

     10.4  No Right To Continued Status As Director - Neither
anything contained in the Plan or in any instrument under the
Plan nor the grant of any Option hereunder shall confer upon any
Optionee any right to continue as a Director (or to be nominated
for such position) of the Corporation or the Bank.

     10.5  Withholding Taxes - The Corporation will require that
an Optionee, as a condition of the exercise of an Option, or any
other person or entity receiving Common Stock upon exercise of
an Option, pay or reimburse any taxes which the Corporation may
be required to withhold in connection with the exercise of the
Option.

     10.6  Listing and Registration of Shares - No Option
granted pursuant to the Plan shall be exercisable in whole or in
part if  at any time a majority of the members of the Board
shall determine in its discretion  that the listing,
registration or  qualification of the shares of Common Stock
subject to such Option on any securities  exchange or under any
applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable  as a condition of,
or in connection with,  the granting of such Option or the issue
of  shares thereunder, unless such listing,  registration,
qualification, consent or  approval shall have been effected or
obtained free of any conditions not acceptable to a majority of
the members of  the Board.








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