INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement.

On February 22, 2005, 1^st Constitution Bancorp (the “Company”), upon the authorization of the Compensation Committee (the “Compensation Committee”) of its Board of Directors (the “Board”), entered into an employment agreement with Robert F. Mangano (the “Employment Agreement”), the President and Chief Executive Officer of each of the Company and its wholly-owned subsidiary, 1^st Constitution Bank (the “Bank”). The Employment Agreement, which is effective as of January 1, 2005, replaces Mr. Mangano’s prior employment agreement with the Company, dated as of April 22, 1999. Pursuant to the terms of the Employment Agreement, Mr. Mangano will continue to serve as the President and Chief Executive Officer of each of the Company and the Bank. Mr. Mangano will also continue to serve as a director of the Company and of the Bank.

The terms for Mr. Mangano’s employment are generally as follows, subject in all respect to the terms and conditions of the Employment Agreement, which is being filed herewith as Exhibit 10.16.

The Employment Agreement provides for a 36 month term (unless earlier terminated in accordance with the provisions of the Employment Agreement) commencing as of January 1, 2005 and ending on December 31, 2007 and will be automatically extended for an additional year on January 1 of each succeeding year unless the Board or Mr. Mangano provides 90 days prior written notice that the Employment Agreement will not be extended. Notwithstanding any such extensions, unless earlier terminated, the term of the Employment Agreement shall end at such time as Mr. Mangano reaches the age of 65.

As President and Chief Executive Officer of the Company and the Bank, Mr. Mangano will receive an annual base salary of not less than $330,000. Mr. Mangano will also receive a cash bonus within 90 days after the end of each calendar year. The bonus amount will be determined by the Compensation Committee and will not exceed 50% of Mr. Mangano’s base salary. Mr. Mangano will also participate in the Company’s stock equity plans on at least an annual basis.

Mr. Mangano is entitled to participate in the employee benefit plans maintained by the Company and the Bank, including the 401(k) program, the medical insurance and reimbursement program, the group term life insurance program, the group disability program, and the Company’s Supplemental Executive Retirement Plan. The Company will consider adopting, but is under no obligation to adopt, a match of Mr. Mangano’s contributions under the Company’s 401(k) plan up to a maximum of six percent of Mr. Mangano’s base salary.

Mr. Mangano is also entitled to reimbursement for reasonable out-of-pocket business expenses, the use of an automobile, a country club membership and reimbursement for reasonable moving costs associated with his relocation to the market area of the Bank.

The Employment Agreement can be terminated in the event of the death or Disability (as defined in the Employment Agreement) of Mr. Mangano or for Just Cause (as defined in the Employment Agreement). If Mr. Mangano’s employment is terminated by the Company without Just Cause and other than for death or Disability, or by Mr. Mangano for Good Reason (as defined in the Employment Agreement), Mr. Mangano will be entitled to receive as severance an amount equal to twice the aggregate of his base salary plus any appropriate cash bonus on an annual basis at the rate then in effect. The severance payment shall be paid in equal consecutive monthly payments or in one lump sum within 10 days after the termination at the discretion of the Company.

In the event there is a “Change in Control” of the Company (as defined in the Employment Agreement) and within 12 months thereafter Mr. Mangano’s employment is terminated by the Company without Mr. Mangano’s prior written consent and for a reason other than Just Cause, Disability or death, or Mr. Mangano terminates his employment for any reason, Mr. Mangano would be entitled to a lump sum amount equal to three times the aggregate of his base salary plus a projected annual cash bonus to be paid within 10 days after termination, unless the Bank was placed in conservatorship or receivership in connection with a Change in Control and the Board determines in good faith that the Change in Control was directed by or otherwise required by the Federal Deposit Insurance Corporation (the “FDIC”). In the event that any severance payments would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties are incurred by Mr. Mangano as a result of such excise tax, Mr. Mangano will be entitled to receive a gross-up to offset any such amounts.