Amendment To 1ST Constitution Bancorp Directors Insurance Plan Dated 2/19/2004

Exhibit 10.11


AMENDMENT

TO


1 ST CONSTITUTION BANCORP DIRECTORS' INSURANCE PLAN


This amendment to the 1 st Constitution Bancorp Directors' Insurance Plan (the " Plan" ) is effective as of February 19, 2004.


WHEREAS , the Plan was established effective October 1, 2002 to provide a death benefit to certain members of the Board of Directors (the " Board" ) of 1 st Constitution Bancorp (" Bancorp" ) and/or 1 st Constitution Bank (" Bank" ) who are not employees of either Bancorp or Bank; and

WHEREAS , the Board is authorized to amend the Plan as provided herein pursuant to Section 5 of the Plan; and

WHEREAS , at a meeting of the Board held on February 19, 2004, the Board authorized and approved the amendment to the Plan provided for herein.


NOW, THEREFORE , the Plan is hereby amended as follows:


1. Section 5 of the Plan is hereby amended and replaced in its entirety to provide as follows:

Section 5. Amendment, Suspension, and Termination

The Board of Directors of Bancorp shall have the right at any time, and for any reason, to amend, suspend, or terminate the Plan by unanimous action of the Board of Directors ...