Greater Community Bancorp Discloses Actions Taken with Respect to 1st Constitution.

Business Editors

TOTOWA, N.J.--(BUSINESS WIRE)--April 9, 2003

Greater Community Bancorp (Nasdaq: GFLS) announced today certain events that have taken place since it proposed to acquire 1st Constitution Bancorp (Nasdaq: FCCY), as described in its letter dated February 6, 2003, for $32.40 per share in cash and Greater Community stock.

-- On February 14, 2003, not having received a response from 1st

Constitution, Greater Community sent a notice of intent to

nominate Brian E. Fitzpatrick, a retired bank president and

chief executive officer, to 1st Constitution's Board at the

May 15, 2003 annual meeting of shareholders of 1st

Constitution, subject to the receipt of a waiver from the

Federal Reserve Bank of New York ("FRBNY"). Such intended

nomination would have permitted 1st Constitution's

shareholders to elect an experienced banker to the Board who

would emphasize enhancing shareholder value.

-- On February 21, 2003, Greater Community received a letter from

1st Constitution rejecting its proposal for a business

combination at $32.40 per share.

-- On February 24, 2003, Greater Community duly requested a copy

of 1st Constitution's shareholder list in order to communicate

with 1st Constitution's shareholders about their interests as

shareholders, including Greater Community's proposed business

combination, solicitation of proxies and other valid purposes.

-- On February 27, 2003, Greater Community formally requested a

waiver from the FRBNY as to certain passivity commitments in

order to permit it to nominate Mr. Fitzpatrick at 1st

Constitution's 2003 annual shareholders meeting and to solicit

proxies on his behalf.

-- On February 28, 2003, Greater Community received a letter from

1st Constitution denying access to its shareholder list on the

basis of technical legal arguments, which appear to be without

merit. On February 28, 2003, Greater Community sent another

letter to the FRBNY, notifying it of 1st Constitution's

refusal to provide its shareholder list. By letter dated March

6, 2003, Greater Community's counsel responded to 1st

Constitution's refusal to provide the shareholder list, which

was met by a further refusal by 1st Constitution's legal

counsel on March 12, 2003, allegedly on the basis that Greater

Community's actions would violate its commitments to the

FRBNY, which Greater Community believes is also without merit.

-- Separately, representatives of the FRBNY have advised Greater

Community that it was not in violation of its commitments to

the FRBNY.

-- By letter dated March 6, 2003, the FRBNY advised Greater

Community that it would act on the waiver request within 60

days of its receipt of Greater Community's February 27, 2003

waiver request. Greater Community urged the FRBNY to respond

to its waiver request more quickly, to give it sufficient time

to file the necessary documents to nominate Mr. Fitzpatrick

and to solicit proxies on his behalf. Representatives of the

FRBNY also advised Greater Community that it could proceed

with a full change of control application under Section 3 of

the Bank Holding Company Act ("BHCA"), instead of the waiver

request. However, Greater Community decided not to proceed

with such a full application because it could not practicably 

be completed and approved in time for 1st Constitution's May

15, 2003 annual shareholders meeting.

-- During the week of March 10th through March 14, 2003, a

director of Greater Community and the President and Chief

Executive Officer of 1st Constitution informally discussed

whether 1st Constitution would repurchase or arrange for the

purchase of the shares of 1st Constitution owned by Greater

Community and its affiliates for $27.00 per share coupled with

a standstill agreement to be acceptable to both sides. On

March 14th and March 17th, counsel for both institutions

conferred about the substantive terms and conditions of such a

transaction.

-- On March 21, 2003, executive officers, representatives and

counsel of both sides met to determine if an agreement could

be reached, but 1st Constitution requested additional time to

evaluate such a transaction since it believed that it had

insufficient capital to complete such a transaction. On April

2, 2003, 1st Constitution's Board met to consider the terms of

a possible offer to purchase the 1st Constitution shares owned

by Greater Community and its affiliates. On April 3, 2003, 1st

Constitution's investment banker advised Greater Community

that 1st Constitution might be willing to repurchase

approximately $1 million of 1st Constitution's stock at a

price equal to what 1st Constitution's normalized trading

range would have been (which 1st Constitution's investment

banker estimated to be between $22.00 and $25.00 per share)

absent Greater Community's $32.40 offer, subject to an

acceptable standstill agreement and subject to getting comfort

from the FRBNY. On April 2, 2003, the closing price for shares

of 1st Constitution's stock was $27.16 per share. Greater

Community rejected 1st Constitution's indication of interest

on April 4, 2003, but indicated that it might be willing to

sell some or all of its 1st Constitution stock for a higher

price.

-- On April 2, 2003, representatives of the staff of the Board of

Governors of the Federal Reserve System ("FRB") and the FRBNY

orally advised Greater Community's counsel that the FRB and

FRBNY would not be in a position to grant the waiver requested

by Greater Community in its February 27, 2003 letter to

nominate Mr. Fitzpatrick, and that such decision would be

confirmed in writing unless Greater Community withdrew its

waiver request.

-- On April 8, 2003, 1st Constitution's Board met again to

consider a repurchase of some portion of the 1st Constitution

stock owned by Greater Community and its affiliates at a price

higher than $25.00 per share. After the meeting, 1st

Constitution's investment banker advised Greater Community

that 1st Constitution might be willing to repurchase between

40,000 and 56,000 shares of 1st Constitution's stock for a

price between $25.00 and $27.00 per share, subject to an

acceptable standstill agreement and subject to getting comfort

from the FRBNY. Greater Community rejected 1st Constitution's

modified indication of interest later on April 8, 2003. On

April 8, 2003, the closing price for shares of 1st

Constitution's stock was $27.50 per share.

-- On April 3, 2003, Greater Community advised the FRB and the

FRBNY that it would withdraw its waiver request, and on April

9, 2003 it did withdraw such request and announced that,

without the FRBNY's waiver, it would not be permitted to

nominate Mr. Fitzpatrick for election at 1st Constitution's

May 15, 2003 annual shareholders meeting. On April 3, 2003,

representatives of the FRB and the FRBNY reminded Greater

Community that it was still free to pursue a full change in

control application for 1st Constitution under Section 3 of

the BHCA, which, if approved, would eliminate the restrictions

under the passivity commitments.

At this time, Greater Community is considering all of its options and what further action, if any, to take with respect to its investment in 1st Constitution. Greater Community reserves the right to buy more shares of 1st Constitution, to sell its shares to 1st Constitution or another investor or investors, to make a nomination to 1st Constitution's Board in the future, to file full change in control application under Section 3 of the BHCA, to commence a tender offer, and/or to take any other actions to exercise its rights as a shareholder of 1st Constitution. Certain of these actions may require regulatory approval. Representatives of Greater Community intend to attend 1st Constitution's May 15, 2003 annual shareholders meeting and further express their views for enhancing shareholder value. Other shareholders should consider whether they would want to do the same and whether to take affirmative steps to cause 1st Constitution to give greater emphasis to enhancing shareholder value and less to management entrenchment.

Greater Community Bancorp is a financial holding company headquartered in Totowa, New Jersey. The Company operates 15 branches in the northern New Jersey counties of Bergen, Passaic and Morris through its three state-chartered commercial bank subsidiaries: Greater Community Bank, Bergen Commercial Bank and Rock Community Bank. They provide traditional commercial and retail banking services to small businesses and consumers in New Jersey. The Company also owns two non-bank subsidiaries: Greater Community Financial, L.L.C., a full service securities broker-dealer, and Highland Capital Corp., an equipment leasing and financing subsidiary.