Exhibit 10.9


                   1ST COLONIAL BANCORP, INC.

                   EMPLOYEE STOCK OPTION PLAN



Article 1.  PURPOSE OF THE PLAN

     1.1  Purpose - The 1st Colonial Bancorp, Inc. Employee
Stock Option Plan (the "Plan") is intended to provide key
employees of 1st Colonial Bancorp, Inc. (the "Corporation") and
any of its Subsidiaries an opportunity to acquire Common Stock
of the Corporation.  The Plan is designed to help the
Corporation and its Subsidiaries attract, retain and motivate
key employees to make substantial contributions to the success
of their businesses.  Stock Options are granted under the Plan
based on, among other things, the Participant's level of
responsibility and performance within the Corporation's
controlled group.

     1.2  Stock Options to be Granted - Incentive Stock Options
and 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  "Board" - The Board of Directors of the Corporation.

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

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

     2.5  "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.

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

     2.7  "Employee" - Any key employee (including officers) of
the Corporation or a Subsidiary, as determined by the Committee.

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

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

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

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

     2.12  "Participant" - An Employee selected by the Committee
to receive a grant of an Option under the Plan.

     2.13  "Plan" - The 1st Colonial Bancorp, Inc. Employee
Stock Option Plan.

     2.14  "Retirement" - The voluntary termination of
employment upon or following the attainment of age sixty-five.

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

     2.16  "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
disinterested 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 disinterested 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 disinterested members of the Board, the Committee shall have
exclusive jurisdiction to:

               (i)  determine and select, based upon the
recommendation of the Corporation's Chief Executive Officer
(except as to herself or himself), the Employees to be granted
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 Option;

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

               (iv)  determine the purchase price of the shares
subject to each Option in accordance with Article 5 of the Plan;

               (v)  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;

               (vi)  determine whether or not an Option
constitutes an Incentive Stock Option; and

               (vii)  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 75,000.  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 the Common
Stock 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  Exercise Price - The exercise price of Common Stock
shall be 100 percent of the fair market value of one share of
Common Stock on the date the Option is granted, except that the
purchase price per share shall be 110 percent of such fair
market value in the case of an Incentive Stock Option granted to
any individual described in Section 6.2 of the Plan.  The
exercise price shall be subject to adjustment as provided in
Article 9 of the Plan.

     5.2  Limitation on Incentive Stock Options - The aggregate
fair market value (determined as of the date an Option is
granted) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual in
any calendar year (under the Plan and all other plans maintained
by the Corporation and its Subsidiaries) shall not exceed
$100,000.

     5.3  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.

     5.4  Limitation on Grants - Grants to any Employee under
this Plan, during any calendar year, shall not exceed in the
aggregate Options to acquire more than 11,500 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.

     5.5  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; provided,
however, that in no event may an Incentive Stock Option be
transferable.

Article 6.  ELIGIBILITY

     6.1  Participation - Options shall be granted only to
persons who are Employees, based upon the recommendation of the
Chief Executive Officer (except as to herself or himself) and
ratified by a majority of the disinterested members of the
Board.

     6.2  Incentive Stock Option Eligibility - Notwithstanding
any other provision of the Plan, an individual who owns more
than 10 percent of the total combined voting power of all
classes of outstanding stock of the Corporation or of a
Subsidiary shall not be eligible for the grant of an Incentive
Stock Option, unless the special requirements set forth in
Sections 5.1 and 7.1 of the Plan are satisfied.  For purposes of
this Section 6.2, in determining stock ownership, an individual
shall be considered as owning the stock owned, directly or
indirectly, by or for his or her brothers and sisters (whether
by the whole or half blood), spouse, ancestors and lineal
descendants.  Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as
being owned proportionately by or for its shareholders, partners
or beneficiaries.  "Outstanding stock" shall include all stock
actually issued and outstanding immediately before the grant of
the Option.  "Outstanding stock" shall not include shares
authorized for issue under outstanding options held by the
Optionee or by any other person.

Article 7.  TERM AND EXERCISE OF OPTIONS

     7.1  Termination -

          (a)  Each Option granted under the Plan shall
terminate on the date determined by the Committee and approved
by a majority of the disinterested members of the Board, and
specified in the Agreement; provided, however, that (i) each
intended Incentive Stock Option granted to an individual
described in Section 6.2 of the Plan shall terminate not later
than five years after the date of the grant, (ii) each other
intended Incentive Stock Option shall terminate not later than
ten years after the date of grant, and (iii) each Option granted
under the Plan which is intended to be a Nonqualified Stock
Option shall terminate not later than ten years after the date
of grant.  Each Option granted under the Plan shall become
exercisable only after the earlier of (i) the date or dates
specified in the Agreement; provided, however, that no Option
shall become exercisable, in whole or in part, before the
Optionee completes at least one year of continuous employment
with the Corporation and/or a Subsidiary immediately following
the grant of the Option, or (ii) the occurrence of a Change in
Control.  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 employment, except as provided in Article 8.

          (b)  For purposes of Section 7.1(a), a "Change in
Control" shall be deemed to have occurred upon the happening of
any of the following:

               (i)  any "Person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (except for (1) the
Corporation or any Subsidiary, or (2) any of the Corporation's
or Subsidiary's employee benefit plans (or any trust forming a
part thereof) (the "Benefit Plan(s)")) is or becomes the
beneficial owner, directly or indirectly, of the Corporation's
securities representing 19.9% or more of the combined voting
power of the Corporation's then outstanding securities, other
than pursuant to an excepted transaction described in
Clause (iii) below;

               (ii)  a binding written agreement is executed
(and, if legally required, approved by the Corporation's
stockholders) providing for a sale, exchange, transfer or other
disposition of substantially all of the assets of the
Corporation to another entity, except to an entity controlled
directly or indirectly by the Corporation;

               (iii)  the stockholders of the Corporation
approve a merger, consolidation, share exchange, division or
other reorganization of or relating to the Corporation, unless:

                    (A)  the stockholders of the Corporation
immediately before such merger, consolidation, share exchange,
division or reorganization, own, directly or indirectly
immediately following such merger, consolidation, share
exchange, division or reorganization at least 66-2/3% of the
combined voting power of the outstanding voting securities of
the Corporation resulting from such merger, consolidation, share
exchange, division or reorganization (the "Surviving
Corporation") in substantially the same proportion as their
ownership of the voting securities immediately before such
merger, consolidation, share exchange, division or
reorganization; and

                    (B)  the individuals who, immediately before
such merger, consolidation, share exchange, division or
reorganization, are members of the Board (the "Incumbent
Board"), continue to constitute at least 66-2/3% of the Board of
Directors of the Surviving Corporation; provided, however, that
if the election, or nomination for election by the Corporation's
stockholders of any new director was approved by a vote of at
least 66-2/3% of the Incumbent Board, such new director shall,
for the purposes hereof, be considered a member of the Incumbent
Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including
by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; and

                    (C)  no Person (except (1) the Corporation
or any Subsidiary, (2) any Benefit Plan, (3) the Surviving
Corporation or any subsidiary of the Surviving Corporation, or
(4) any Person who, immediately prior to such merger,
consolidation, share exchange, division or reorganization had
beneficial ownership of 19.9% or more of the then outstanding
voting securities of the Corporation) has beneficial ownership
of 19.9% or more of the combined voting power of the Surviving
Corporation's then outstanding voting securities immediately
following such merger, consolidation, share exchange, division
or reorganization;

               (iv)  a plan of liquidation or dissolution of the
Corporation, other than pursuant to bankruptcy or insolvency
laws, is adopted; or

               (v)  during any period of two consecutive years,
individuals, who, at the beginning of such period, constituted
the Board cease for any reason to constitute at least a majority
of the Board, unless the election, or the nomination for
election by the Corporation's stockholders, of each new director
was approved by a vote of at least 66-2/3% of the directors then
still in office who were directors at the beginning of the
period; provided, however, that no individual shall be
considered a member of the Board at the beginning of such period
if such individual initially assumed office as a result of
either an actual or threatened Election Contest or Proxy
Contest, including by reason of any agreement intended to avoid
or settle any Election Contest or Proxy Contest.

               Notwithstanding the foregoing, a Change in
Control shall not be deemed to have occurred if a Person becomes
the beneficial owner, directly or indirectly, of securities
representing 19.9% or more of the combined voting power of the
Corporation's then outstanding securities solely as a result of
an acquisition by the Corporation of its voting securities
which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such
Person; provided, however, that if a Person becomes a beneficial
owner of 19.9% or more of the combined voting power of the
Corporation's then outstanding securities by reason of share
repurchases by the Corporation and thereafter becomes the
beneficial owner, directly or indirectly, of any additional
voting securities of the Corporation (other than pursuant to a
stock split, stock dividend or similar transaction), then a
Change in Control shall be deemed to have occurred with respect
to such Person under Clause (i).

     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 5.3 hereof) or by
delivering such combination of cash and such shares as the
Committee in its sole discretion may approve.  Notwithstanding
the foregoing, Common Stock acquired pursuant to the exercise of
an Incentive Stock Option may not be tendered as payment unless
the holding period requirements of Code Section 422(a)(1) have
been satisfied.

          (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 EMPLOYMENT

     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
employment 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
employment 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 this 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 three months from the
date of termination of employment.

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 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 disinterested 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 disinterested 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
disinterested 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:

               (i)  increases the maximum number of shares of
Common Stock as to which Options may be granted under the Plan;

               (ii)  changes the class of persons eligible to be
granted Options under the Plan; or

               (iii)  otherwise requires the approval of
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 Employment - 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 in the employ of the Corporation or of any Subsidiary
or limit in any respect the right of the Corporation or of any
Subsidiary to terminate the Optionee's employment at any time
and for any reason.

     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 or a
Subsidiary is 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 disinterested 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 disinterested members of the Board.