Summary of 1ST CONSTITUTION BANCORP

Item 1.01 Entry into a Material Definitive Agreement.

On December 23, 2008, as part of the U.S. Department of the Treasury (the "Treasury") Troubled Asset Relief Program ("TARP") Capital Purchase Program, 1st Constitution Bancorp (the "Company") entered into a Letter Agreement ("Letter Agreement") and a Securities Purchase Agreement - Standard Terms attached thereto ("Securities Purchase Agreement") with the Treasury, pursuant to which the Company agreed to issue and sell, and the Treasury agreed to purchase 12,000 shares (the "Preferred Shares") of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B, having a liquidation preference of $1,000 per share for $12 million in cash. The Treasury was also issued a ten-year warrant (the "Warrant") to purchase up to 200,222 shares of the Company's common stock, no par value ("Common Stock"), at an exercise price of $8.99 per share.

The transaction closed on December 23, 2008 (the "Closing Date"). The issuance and sale of these securities was a private placement exempt from registration under the Securities Act of 1933, as amended (the "Act"), pursuant to
Section 4(2) of the Act.

Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter, but will be paid only if, as and when declared by the Company's Board of Directors. The Preferred Shares have no maturity date and rank senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. Subject to the approval of the Board of Governors of the Federal Reserve System, the Preferred Shares are redeemable at the option of the Company at 100% of their liquidation preference plus accrued and unpaid dividends, provided that the Preferred Shares may be redeemed prior to the first dividend payment date falling after the third anniversary of the Closing Date (December 23, 2011) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings in excess of $3 million, and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings. "Qualified Equity Offering" is defined as the sale for cash by the Company after the Closing Date of shares of preferred stock or common stock that qualify as Tier I capital of the Company under the capital guidelines of the Company's federal banking agency. Thus if the Company raised net proceeds from the sale of preferred stock or common stock in a public or private offering, it could redeem all of the Preferred Shares. Furthermore, if the Company redeemed the Preferred Stock and the Treasury still owned the Warrant, the Company could repurchase the Warrant from the Treasury for its fair market value. Unless both the holder and the Company agree otherwise, the exercise of the Warrant will be a net exercise (i.e., the holder does not pay cash but gives up shares with a market value at the time of exercise equal to the exercise price, resulting in a net settlement with significantly fewer than the 200,222 shares of Common Stock being issued).

The Treasury may not transfer a portion or portions of the Warrant with respect to, and/or exercise the Warrant for more than one-half of, the 200,222 shares of Common Stock issuable upon exercise of the Warrant, in the aggregate, until the earlier of (i) the date on which the Company has received aggregate gross proceeds of not less than $12 million from one or more Qualified Equity Offerings and (ii) December 31, 2009. In the event the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds of not less than $12 million, the number of the shares of Common Stock underlying the portion of the Warrant then held by the Treasury will be reduced by one-half of the shares of Common Stock originally covered by the Warrant.

The Securities Purchase Agreement, pursuant to which the Preferred Shares and the Warrant were sold, contains limitations on the payment of dividends on the Common Stock and on the Company's ability to repurchase its Common Stock and repurchase or redeem its trust preferred securities, and subjects the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (the "EESA"). As a condition to the closing of the transaction, each of Messrs. Robert Mangano and Joseph M. Reardon, the Company's Senior Executive Officers (as defined in the Securities Purchase . . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.                           Description

3.1            Certificate of Amendment to the Certificate of
               Incorporation increasing the number of shares
               constituting the Series A Junior Preferred Stock

               Certificate of Amendment to the Certificate of
3.2            Incorporation establishing the terms of the Preferred
               Stock

3.3            Warrant to Purchase up to 200,222 shares of Common Stock

10.1           Letter Agreement, dated December 23, 2008, including
               Securities Purchase Agreement -Standard Terms
               incorporated by reference therein, between the Company
               and the UnitedStates Department of the Treasury

10.2           Form of Waiver, executed by each of Messrs. Robert
               Mangano and Joseph M. Reardon

10.3           Form of Senior Executive Officer Agreement, executed by
               each of Messrs. Robert Mangano and Joseph M. Reardon

99.1           Press Release