Exhibit 10.3

                           CHANGE IN CONTROL AGREEMENT

                           ---------------------------

      THIS CHANGE IN CONTROL  AGREEMENT (this  "Agreement") is made this ___ day
of __________,  200_,  between Two River Community Bank (the "Bank"),  a banking
corporation  organized under the laws of New Jersey with its principal office at
1250 Highway 35 South,  Middletown,  New Jersey 07748 and _________________ (the
"Executive"), residing at _____________________________________________.

                                   BACKGROUND

      WHEREAS, the Executive is employed by the Bank;

      WHEREAS,  the Executive has worked  diligently in his position in pursuing
the business objectives of the Bank;

      WHEREAS,  The Board of  Directors  of the Bank  believes  that the  future
services  of the  Executive  are of  great  value  to the  Bank,  and that it is
important for the growth and development of the Bank that the Executive continue
in his position;

      WHEREAS,  if the Bank receives any proposal from a third person concerning
a possible business  combination with, or acquisition of equities  securities to
the  Bank,  the Board of  Directors  of the Bank (the  "Board")  believes  it is
imperative  that the Bank and the  Board be able to rely upon the  Executive  to
continue  in his  position,  and that they be able to receive  and rely upon his
advice,  if they  request  it,  as to the  best  interests  of the  Bank and its
shareholders,  without  concern that the  Executive  might be  distracted by the
personal uncertainties and any risks created by such a proposal;

      WHEREAS,  to achieve  that goal,  and to retain the  Executive's  services
prior to any such  activity,  the Board and the  Executive  have agreed to enter
into this Agreement to govern the Executive's  termination benefits in the event
of a Change in Control of the Bank, as hereinafter defined.

      NOW  THEREFORE,  to  assure  the  Bank  that it will  have  the  continued
dedication  of the  Executive  and the  availability  of his advice and  counsel
notwithstanding  the  possibility,  threat or  occurrence  of a bid to take over
control of the Bank,  and to induce the Executive to remain in the employ of the
Bank, and for other good and valuable consideration, the Bank and the Executive,
each intending to be legally bound hereby agree as follows:

      1.    Definitions.
            -----------

            a.    Cause. For purposes of this Agreement,  "Cause",  with respect
                  -----
                  to the termination by the Bank of the  Executive's  employment
                  shall  mean  (i) the  willful  and  continued  failure  by the
                  Executive  to  perform  his  duties  for the Bank  under  this
                  Agreement after at least one warning in writing from the Board
                  identifying   specifically  any  such  failure;  (ii)  willful
                  misconduct of any type by the  Executive,  including,  but not
                  limited to, the  disclosure  or improper  use of  confidential
                  information  under Section 11 of this

<PAGE>

                  Agreement,  which  causes  material  injury  to the  Bank,  as
                  specified in a written notice to the Executive from the Board;
                  or (iii) the  Executive's  conviction of a crime (other than a
                  traffic  violation),  habitual  drunkenness,  drug  abuse,  or
                  excessive  absenteeism  (other  than  for  illness),  after  a
                  warning (with respect to drunkenness  or absenteeism  only) in
                  writing from the Board to refrain from such  behavior.  No act
                  or  failure  to act on the  part  of the  Executive  shall  be
                  considered  willful unless done, or omitted to be done, by the
                  Executive not in good faith and without reasonable belief that
                  the action or omission was in the best interest of the Bank.

            b.    Change  in  Control.   "Change  in  Control"  shall  mean  the
                  -------------------
                  occurrence of any of the following events:

                  i.    The Bank acquires actual  knowledge that any person,  as
                        such term is used in  Sections  13 (d) and 14 (d) (2) of
                        the  Securities  and Exchange Act of 1934 (the "Exchange
                        Act"),  other  than  an  affiliate  of  the  Bank  or an
                        employee  benefit plan  established or maintained by the
                        Bank  or  any  of  its  affiliates,  is or  becomes  the
                        beneficial  owner  (as  defined  in  Rule  13d-3  of the
                        Exchange Act) directly or  indirectly,  of securities of
                        the Bank  representing  more  than  twenty-five  percent
                        (25%) of the  combined  voting  power of the Bank's then
                        outstanding  securities (a "Control  Person");  provided
                        that no person shall be considered a Control  Person for
                        purposes of this  paragraph (1) if such person  acquires
                        in excess of  twenty-five  percent (25%) of the combined
                        voting  power  of the  Bank's  then  outstanding  voting
                        securities  in violation of law and, by order of a court
                        of  competent  jurisdiction,  settlement  or  otherwise,
                        subsequently  disposes  or is required to dispose of all
                        Bank securities acquired in violation of law.

                  ii.   Upon the  first  purchase  of the  Bank's  common  stock
                        pursuant  to a tender or  exchange  offer  (other than a
                        tender or exchange offer made by the Bank or an employee
                        benefit plan  established  or  maintained by the Bank or
                        any of its affiliates).

                  iii.  Upon the  approval by the Bank's  shareholders  of (A) a
                        merger,  combination,  or consolidation of the Bank with
                        or  into  another   entity   (other  than  a  merger  or
                        consolidation   the   definitive   agreement  for  which
                        provides  that at least  two-thirds  of the directors of
                        the surviving or resulting entity  immediately after the
                        transaction  arc  Continuing  Directors (as  hereinafter
                        defined) (a  "Non-Control  Transaction"),  (B) a sale or
                        disposition  of all or  substantially  all of the Bank's
                        assets or (C) a plan of  liquidation  or  dissolution of
                        the Bank.

                  iv.   If  during  any  period  of two (2)  consecutive  years,
                        individuals   who  at  the   beginning  of  such  period
                        constitute  the  board of  directors  of

                                      -2-
<PAGE>

                        the Bank  (the  "Continuing  Directors")  cease  for any
                        reason to  constitute  at  least two-thirds  thereof or,
                        following a Non-Control  Transaction,  two-thirds of the
                        board of directors of the surviving or resulting entity;
                        provided   that  any   individual   whose   election  or
                        nomination  for  election  as a member  of the  board of
                        directors  of the  Bank  (or,  following  a  Non-Control
                        Transaction,  the board of directors of the surviving or
                        resulting  entity)  was  approved  by a vote of at least
                        two-thirds of the  Continuing  Directors  then in office
                        shall be considered a Continuing Director.

                  v.    Upon a sale of (A)  common  stock  of the  Bank if after
                        such sale any person  (as such term is used in  Sections
                        13(d) and  14(d)(2) of the  Exchange  Act) other than an
                        employee  benefit plan  established or maintained by the
                        Bank or an affiliate of the Bank, owns a majority of the
                        Bank's common stock or (B) all or  substantially  all of
                        the Bank's assets (other than in the ordinary  course of
                        business).

            c.    Contract  Period.  "Contract  Period"  shall  mean the  period
                  ----------------
                  commencing the day  immediately  preceding a Change in Control
                  and ending on the earlier of (i) the third  anniversary of the
                  Change in Control or (ii) the date the Executive  would attain
                  age 65 or (iii) the death of the Executive.

            d.    Good  Reason.   When  used  with   reference  to  a  voluntary
                  ------------
                  termination by the Executive of his employment  with the Bank,
                  "Good  Reason"  shall  mean  any of the  following,  if  taken
                  without the Executive's express written consent:

                  i.    The   assignment   to  the   Executive   of  any  duties
                        inconsistent   with,  or  the  reduction  of  powers  or
                        functions  associated  with, the  Executive's  position,
                        title, duties, responsibilities and status with the Bank
                        immediately prior to a Change in Control; or any removal
                        of the  Executive  from,  or any failure to re-elect the
                        Executive to, any position(s) or office(s) the Executive
                        held  immediately  prior to such  Change in  Control.  A
                        change in position, title, duties,  responsibilities and
                        status or position(s) or office(s) resulting merely from
                        a  merger  of the  Batik  into or with  another  bank or
                        company  shall  not  meet  the   requirements   of  this
                        paragraph if, and only if, the Executive's new title and
                        responsibilities   are   accepted   in  writing  by  the
                        Executive, in the sole discretion of the Executive.

                  ii.   A reduction by the Bank in the  Executive's  annual base
                        compensation as in effect  immediately prior to a Change
                        in Control or the failure to award the Executive  annual
                        increases in accordance herewith.

                  iii.  A failure  by the Bank to  continue  any  bonus  plan in
                        which the Executive  participated  immediately  prior to
                        the  Change  in  Control

                                      -3-
<PAGE>

                        or a failure by the Bank to continue the  Executive as a
                        participant  in such plan on at least the same  basis as
                        the  Executive  participate  in such  plan  prior to the
                        Change in Control.

                  iv.   The  Bank's   transfer  of  the   Executive  to  another
                        geographic  location  outside of New Jersey or more than
                        25 miles from his present  office  location,  except for
                        required  travel  on the  Bank's  business  to an extent
                        substantially  consistent with the Executive's  business
                        travel  obligations  immediately prior to such Change in
                        Control.

                  v.    The  failure  by the  Bank to  continue  in  effect  any
                        employee   benefit   plan,    program   or   arrangement
                        (including,  without  limitation any 401(k) plan,  stock
                        option plan,  life insurance  plan,  health and accident
                        plan,  or  disability  plan) in which the  Executive  is
                        participating  immediately  prior to a Change in Control
                        (except that the Bank may  institute or continue  plans,
                        programs or  arrangements  providing the Executive  with
                        substantially  similar  benefits);  the  taking  of  any
                        action by the Bank  which  would  adversely  affect  the
                        Executive's  participation  in or materially  reduce the
                        Executive's  benefits under any of such plans,  programs
                        or arrangements;  the failure to continue, or the taking
                        of any action which would  deprive the  Executive of any
                        material   fringe  benefit   enjoyed  by  the  Executive
                        immediately  prior to such  Change  in  Control;  or the
                        failure by the Bank to provide  the  Executive  with the
                        number of paid  vacation days to which the Executive was
                        entitled immediately prior to such Change in Control.

                  vi.   The  failure  by  the  Bank  to  obtain  an  enforceable
                        assumption  in writing  by (i) any  entity  which is the
                        acquiring entity or successor to the Bank in a Change in
                        Control or, (ii) if the acquiring entity or successor to
                        the Bank is a bank,  the holding  company  parent of the
                        acquiring entity or successor, of this Agreement and the
                        obligations of the Bank to perform this  Agreement,  and
                        to provide such assumption to the Executive prior to any
                        Change in Control.

                  vii.  Any purported termination of the Executive's  employment
                        by the Bank during the term of this  Agreement  which is
                        not effected pursuant to all of the requirements of this
                        Agreement;  and, for purposes of this Agreement, no such
                        purported termination shall be effective.

      2.    Employment.  The Bank hereby agrees to employ the Executive, and the
            ----------
            Executive hereby accepts employment, during the Contract Period upon
            the terms and conditions set forth herein.

                                      -4-
<PAGE>

      3.    Position. During the Contract Period the Executive shall be employed
            --------
            as  the  ___________________________  of the  Bank,  or  such  other
            corporate or divisional profit center as shall then be the principal
            successor to the business,  assets and properties of the Bank,  with
            the same title and the same  duties and  responsibilities  as before
            the Change in Control.  The Executive shall devote his full time and
            attention  to the  business  of the Bank,  and shall not  during the
            Contract period be engaged in any other business activity.

            This  paragraph  shall not be construed as preventing  the Executive
            from  managing  any  investments  of his  which do not  require  any
            service on his part in the operation of such investments.

      4.    Cash Compensation.  The Bank shall pay to the Executive compensation
            -----------------
            for his services during the Contract Period as follows:

            a.    Base  Compensation.  The base  compensation  shall be equal to
                  ------------------
                  such annual compensation,  including both salary and bonus, as
                  was paid to or  accrued  for the  Executive  in the 12  months
                  immediately prior to the Change in Control.  The annual salary
                  portion of base compensation  shall be payable in installments
                  in accordance with the Bank's usual payroll method.  The bonus
                  shall be payable at the time and in the manner  which the Bank
                  paid such bonuses prior to the Change in Control. Any increase
                  in the Executive's annual  compensation  pursuant to paragraph
                  4(b) below, or otherwise,  shall automatically and permanently
                  increase the base compensation.

            b.    Annual  Increase.  During the Contract  Period the Board shall
                  ----------------
                  review annually, or at more frequent intervals which the Board
                  determines to be appropriate, the Executive's compensation and
                  shall award him additional  compensation to reflect the impact
                  of inflation, the Executive's performance,  the performance of
                  the  Bank  and  competitive   compensation   levels,   all  as
                  determined  in  the   discretion  of  the  Board.   Additional
                  compensation  may take any form  including  but not limited to
                  increases in annual salary,  incentive  bonuses and/or bonuses
                  not  tied to  performance.  However,  in no  event  shall  the
                  percentage  increase in annual  compensation  be less than the
                  annual  percentage  increase in the  Consumer  Price Index for
                  Urban Wage Earners and Clerical Workers (New York and Northern
                  New Jersey - All Items) during the preceding twelve months.

      5.    Expenses  and Fringe  Benefits.  During  the  Contract  Period,  the
            ------------------------------
            Executive  shall  be  entitled  to  reimbursement  for all  business
            expenses incurred by him with respect to the business of the Bank in
            the  same  manner  and to the  same  extent  as such  expenses  were
            previously  reimbursed  to him  immediately  prior to the  Change in
            Control.  If prior to the  Change  in  Control,  the  Executive  was
            entitled  to the use of an  automobile,  he shall be entitled to the
            same use of an  automobile  at least  comparable  to the  automobile
            provided  to him  prior to the  Change in  Control,  and he shall be
            entitled  to  vacations  and  sick  days,  in  accordance  with  the

                                      -5-
<PAGE>

            practices and  procedures  of the Bank, as such existed  immediately
            prior to the  Change in  Control.  During  the  Contract  Period the
            Executive  also shall be entitled to hospital,  health,  medical and
            life insurance,  and any other benefits enjoyed,  from time to time,
            by  executive  officers of the Bank,  all upon terms as favorable as
            those   enjoyed   by  other   executive   officers   of  the   Bank.
            Notwithstanding  anything in this  section to the  contrary,  if the
            Bank  adopts  any  change  in the  expenses  allowed  to,  or fringe
            benefits  provided  for,  executive  officers of the Bank,  and such
            policy is uniformly  applied to all executive  officers of the Bank,
            and any  successor or acquirer of the Bank,  if any,  including  the
            chief  executive  officer of such  entities,  then no such change in
            policy shall be deemed to be a violation of this provision.

      6.    Termination  for Cause.  The Bank shall have the right to  terminate
            ----------------------
            the  Executive  for  Cause,  upon  written  notice  to  him  of  the
            termination,   which  notice  shall  specify  the  reasons  for  the
            termination.  In the event of termination  for Cause,  the Executive
            shall not be entitled to any further benefits under this Agreement.

      7.    Disability.  During the Contract  Period,  if the Executive  becomes
            ----------
            permanently  disabled,  or is unable to perform his duties hereunder
            for six  consecutive  months in any  18-month  period,  the Bank may
            terminate  the  employment  of the  Executive.  In such  event,  the
            Executive  shall not be entitled to any further  benefits under this
            Agreement other than payments under any disability  policy which the
            Bank may obtain for the benefit of senior officers generally.

      8.    Death  Benefits.  Upon the  Executive's  death  during the  Contract
            ---------------
            Period,  the Executive shall be entitled to the benefits of any life
            insurance  policy  paid for the Bank,  but his  estate  shall not be
            entitled to any further benefits under this Agreement.

      9.    Termination  without Cause or Resignation for Good Reason.  The Bank
            ---------------------------------------------------------
            may terminate the Executive without Cause during the Contract Period
            by four  weeks'  prior  written  notice  to the  Executive,  and the
            Executive may resign for Good Reason during the Contract Period upon
            four weeks' prior  written  notice to the Bank  specifying  the Good
            Reason. If the Bank terminates the Executive's employment during the
            Contract  Period without Cause or if the Executive  resigns for Good
            Reason,  the Bank shall,  within  twenty (20)  business  days of the
            termination of employment, pay the Executive a lump sum equal to two
            (2) times the highest annual compensation, including only salary and
            cash bonus,  paid to the Executive  during any of the three calendar
            years  immediately  prior to the  Change in  Control  (the "Lump Sum
            Payment").  During the  remainder of the Contract  Period,  the Bank
            shall continue to provide the Executive with and pay for medical and
            hospital insurance, disability insurance and life insurance, as were
            provided  and  paid  for  in the  time  of  the  termination  of his
            employment  with the Bank;  provided that, if at any time during the
            remainder of the Contract Period,  the Executive becomes employed by
            another employer which provides one or more such insurance benefits,
            the Bank shall thereafter be relieved of its

                                      -6-
<PAGE>

            obligation  to provide  such  insurance  benefits to the extent such
            benefits are duplicative of what is provided to the Executive by the
            Executive's new employer.  The Bank shall also sell to the Executive
            for a purchase  price of $1.00 the  automobile,  if any, used by the
            Executive while employed by the Bank.

            The Executive shall not have a duty to mitigate the damages suffered
            by him in  connection  with  the  termination  by  the  Bank  of his
            employment without Cause or a resignation for Good Reason during the
            Contract Period. If the Bank fails to pay the Executive the Lump Sum
            Payment or to provide him with the benefits due under this  section,
            the  Executive,  after giving ten (10) days'  written  notice to the
            Bank  identifying the Bank's  failure,  shall be entitled to recover
            from the Bank all of his reasonable legal fees and expenses incurred
            in connection with his enforcement  against the Bank of the terms of
            this Agreement.  The Bank agrees to pay such legal fees and expenses
            to the Executive on demand. The Executive shall be denied payment of
            his legal fees and expenses only if a court finds that the Executive
            sought  payment  of such fees  without  reasonable  cause and in bad
            faith.

      10.   Resignation  without Good Reason. The Executive shall be entitled to
            --------------------------------
            resign  from  the  employment  of the Bank at any  time  during  the
            Contract Period without Good Reason, but upon such resignation,  the
            Executive shall not be entitled to any additional  compensation  for
            the time after which he ceases to be employed by the Bank, and shall
            not be entitled to any of the other benefits provided hereunder.  No
            such  resignation  shall be  effective  unless in writing  with four
            weeks' notice thereof.

      11.   Non-Disclosure of Confidential Information.
            ------------------------------------------

            a.    Non-Disclosure  of  Confidential  Information.  Except  in the
                  ---------------------------------------------
                  course of his  employment  with the Bank and in pursuit of the
                  business of the Bank or any of its subsidiaries or affiliates,
                  the  Executive  shall not, at any time during or following the
                  Contract   Period,   disclose  or  use  for  any  purpose  any
                  confidential  information or  proprietary  data of the Bank or
                  any of its  subsidiaries or affiliates.  The Executive  agrees
                  that,  among other  things,  all  information  concerning  the
                  identity of and the Bank's  relations  with its  customers  is
                  confidential information.

            b.    Specific Performance.  The Executive agrees that the Bank does
                  --------------------
                  not have an  adequate  remedy  at law for the  breach  of this
                  section  and agrees  that he shall be  subject  to  injunctive
                  relief  and  equitable  remedies  as a result of the breach of
                  this  section.  The  invalidity  or  unenforceability  of  any
                  provision  of this  Agreement  shall not  affect the force and
                  effect of the remaining valid portions.

            c.    Survival.  This section shall survive the  termination  of the
                  --------
                  Executive's  employment  hereunder and the  expiration of this
                  Agreement.

                                      -7-
<PAGE>

      12.   Term and Effect Prior to Change in Control.
            ------------------------------------------

            a.    Term.  Except  as  otherwise  provided  for  hereunder,   this
                  ----
                  Agreement  shall  commence on the date hereof and shall remain
                  in effect for a period of two (2) years  from the date  hereof
                  (the "Initial Term") or until the end of the Contract  Period,
                  whichever is later.  The Initial  Term shall be  automatically
                  extended  for  an  additional  one  (1)  year  period  on  the
                  anniversary  date hereof (so that the  Initial  Term is always
                  three years)  unless the Board of Directors of the Bank,  by a
                  majority  vote of the directors  then in office,  votes not to
                  extend the  Initial  Term.  The  Executive  shall be  promptly
                  notified of the passage of such a resolution.

            b.    No Effect  Prior to Change in Control.  This  Agreement  shall
                  -------------------------------------
                  not,  in any  respect,  affect  any  rights of the Bank or the
                  Executive  prior to a Change in  Control  or any rights of the
                  Executive   granted   in  any   other   agreement,   plan   or
                  arrangements.   The  rights,   duties  and  benefits  provided
                  hereunder  shall  only  become  effective  upon  a  Change  in
                  Control.  If the  employment  of the  Executive by the Bank is
                  terminated  for any reason prior to a Change in Control,  this
                  Agreement shall thereafter be of no further force and effect.

      13.   Certain Reduction of Payments by the Bank.
            -----------------------------------------

            a.    Anything in this  Agreement to the  contrary  notwithstanding,
                  prior to the payment of any  compensation or benefits  payable
                  under Section 9 hereof,  the certified  public  accountants of
                  the  Bank  immediately  prior  to a  Change  in  Control  (the
                  "Certified Public Accountants") shall determine as promptly as
                  practicable and in any event within 20 business days following
                  the  termination of employment of the  Executive,  whether any
                  payment or  distribution  by the Bank to or for the benefit of
                  the  Executive  (whether  paid or  payable or  distributed  or
                  distributable  pursuant  to the  terms  of this  Agreement  or
                  otherwise)  (a  "Payment")  would  more  likely  than  not  be
                  nondeductible  by the Bank for Federal income purposes because
                  of  Section  280G of the  Internal  Revenue  Code of 1986,  as
                  amended (the "Code"),  and if it is then the aggregate present
                  value  of  amounts  payable  or  distributable  to or for  the
                  benefit of the  Executive  pursuant  to this  Agreement  (such
                  payments  or  distributions  pursuant  to this  Agreement  are
                  hereinafter  referred  to as  "Agreement  Payments")  shall be
                  reduced  (but not  below  zero)  to the  reduced  Amount.  For
                  purposes of this paragraph,  the "Reduced  Amount" shall be an
                  amount   expressed  in  present  value  which   maximizes  the
                  aggregate present value of Agreement  Payments without causing
                  any Payment to be  nondeductible  by the Bank  because of said
                  Section 280G of the Code.

            b.    If under  paragraph (a) of this section the  Certified  Public
                  Accountants  determine that any Payment would more likely than
                  not be  nondeductible  by the Bank  because of Section 280G of
                  the Code, the Bank shall promptly

                                      -8-
<PAGE>

                  give the  Executive  notice to that  effect  and a copy of the
                  detailed  calculation  thereof and of the Reduced Amount,  and
                  the Executive may then elect,  in his sole  discretion,  which
                  and how much of the Agreement  Payments  shall be eliminate or
                  reduced (as long as after such election the aggregate  present
                  value of the Agreement  Payments  equals the Reduced  Amount),
                  and shall advise the Bank in writing of his election within 20
                  business days of his receipt of notice. If no such election is
                  made by the Executive within such 20-day period,  the Bank may
                  elect which and how much of the  Agreement  Payments  shall be
                  eliminated  or  reduced  (as long as after such  election  the
                  Aggregate  present Value of the Agreement  Payments equals the
                  Reduced  Amount) and shall  notify the  Executive  promptly of
                  such  election.  For purposes of this  paragraph,  the present
                  Value  shall  be  determined   in   accordance   with  Section
                  280G(d)(4)  of  the  Code.  All  determinations  made  by  the
                  Certified  Public  Accountants  shall be binding upon the Bank
                  and  the  Executive   shall  be  made  within  20  days  of  a
                  termination  of  employment  of the  Executive.  The  Bank may
                  suspend  for a period of up to 30 days  after  termination  of
                  employment  the Lump Sum  Payment  and any other  payments  or
                  benefits due to the Executive under Section 9 hereof until the
                  Certified Public  Accountants finish the determination and the
                  Executive  (or the  Bank,  as the  case may he)  elect  how to
                  reduce the Agreement  Payments,  if necessary.  As promptly as
                  practicable  following  such  determination  and the elections
                  hereunder,  the Bank shall pay to or  distribute to or for the
                  benefit of the  Executive  such amounts as are then due to the
                  Executive  under this  Agreement and shall  promptly pay to or
                  distribute for the benefit of the Executive in the future such
                  amounts as become due to the Executive under this Agreement.

            c.    As a result of the  uncertainty in the  application of Section
                  280G of the Code, it is possible that  Agreement  Payments may
                  be  made  by  the  Bank  which   should  not  have  been  made
                  ("Overpayment"),  or that additional  Agreement Payments which
                  will  have not been  made by the Bank  could  have  been  made
                  ("Underpayment"),   in  each   case,   consistent   with   the
                  calculation of the Reduced Amount hereunder. In the event that
                  the Certified Public Accountants,  based upon the assertion of
                  a deficiency by the Internal  Revenue Service against the Bank
                  or the  Executive  which  said  Certified  Public  Accountants
                  believe has a high  probability of success,  determine that an
                  Overpayment  has  been  made,  any such  Overpayment  shall be
                  treated  for all  purposes  as a loan to the  Executive  which
                  Executive  shall repay to the Bank  together  with interest at
                  the   applicable   Federal   rate   provided  for  in  Section
                  7872(f)(2)(A)  of the Code;  provided  that no amount shall be
                  payable by the Executive to the Bank in and to the extent such
                  payment  would not  reduce  the  amount  which is  subject  to
                  taxation under Section 4999 of the Code. In the event that the
                  Certified   Public   Accountants,   based   upon   controlling
                  precedent,  determine that an Underpayment  has occurred,  any
                  such  Underpayment  shall be  promptly  paid by the Bank to or
                  from the benefit of the  Executive  together  with

                                      -9-
<PAGE>

                  interest  at  the  applicable  Federal  rate  provided  for in
                  Section 7872(f)(2)(A) of the Code.

      14.   Severance  Compensation  and  Benefits  not in  Derogation  of Other
            --------------------------------------------------------------------
            Benefits. Anything to the contrary herein contained notwithstanding,
            --------
            the  payment or  obligation  to pay any  monies,  or granting of any
            benefits,  rights or privileges to the Executive as provided in this
            Agreement  shall  not be in lieu or  derogation  of the  rights  and
            privileges  that the  Executive now has or will have under any plans
            or programs  of the Bank,  except  that the  Executive  shall not be
            entitled  to the  benefits  of any other plan or program of the Bank
            expressly   providing  for  severance  or  termination  pay  if  the
            Executive  is  terminated  without  Cause or resigns for Good Reason
            after a Change in Control.

      15.   Miscellaneous.  This  Agreement  shall  be  the  joint  and  several
            -------------
            obligation  of the Bank and any  acquiring  entity which assumes the
            Bank's obligations under this Agreement. The terms of this Agreement
            shall be governed by, and  interpreted  and  construed in accordance
            with the  provisions  of, the laws of New Jersey  and, to the extent
            applicable,   Federal  law.  This  Agreement  supersedes  all  prior
            agreements and  understandings  with respect to the matters  covered
            hereby.  The amendment or  termination of this Agreement may be made
            only in a writing  executed  by the Bank and the  Executive,  and no
            amendment or termination of this Agreement shall be effective unless
            and until made in such a writing.  This  Agreement  shall be binding
            upon any successor (whether direct or indirect, by purchase,  merge,
            consolidation, liquidation or otherwise) to all or substantially all
            of the  assets  of the  Bank.  This  Agreement  is  personal  to the
            Executive,  and the  Executive  may not  assign any of his rights or
            duties  hereunder,  but this  Agreement  shall be enforceable by the
            Executive's legal representatives, executors or administrators. This
            Agreement may be executed in two or more counterparts, each of which
            shall be deemed an original, and it shall not be necessary in making
            proof of this Agreement to produce or account for more than one such
            counterpart.  The  Bank  shall,  as part of any  Change  in  Control
            involving  an acquiring  entity or successor to the Bank,  obtain an
            enforceable  assumption  in writing  by (i) the entity  which is the
            acquiring  entity or  successor to the Bank in the Change in Control
            and,  (ii) if the  acquiring  entity or  successor  to the Bank is a
            bank,  the  holding  company  parent  of  the  acquiring  entity  or
            successor,  of this Agreement and the  obligations of the Bunk under
            this  Agreement,  and shall provide a copy of such assumption to the
            Executive prior to any Change in Control.

                                      -10-
<PAGE>

      IN WITNESS  WHEREOF,  the Bank has caused this  Agreement  to be signed by
their duly authorized  representative  pursuant to the authority of the Board or
Directors,  and the Executive has personally executed this Agreement,  all as of
the day and year first written above.

WITNESS:


-----------------------------------       --------------------------------------
                                                               , individually
                                          --------------------

ATTEST:                                   TWO RIVER COMMUNITY BANK


                                          By:
-----------------------------------          -----------------------------------




                                      -11-