Exhibit 10.32



                                  THE TOWN BANK
                                       OF
                                    WESTFIELD

                         2001 DIRECTOR STOCK OPTION PLAN

1.    Purpose of the 2001 Director Stock Option Plan.

            The Town Bank of Westfield  (the  "Corporation")  desires to attract
and retain the best available  persons to serve as Directors of the  Corporation
(the  "Directors")  and to  encourage  their  regular  attendance  at Board  and
committee  meetings and to obtain their highest level of  performance.  The 2001
Director  Stock Option Plan (the  "Director  Stock Option  Plan") is intended to
contribute  significantly to the attainment of these objectives by (i) providing
long-term  incentives  and  rewards to all  Directors,  and (ii)  assisting  the
Corporation  and any  subsidiary of the  Corporation in attracting and retaining
Directors with experience and ability.

            The term  "Directors"  as used in this  Director  Stock  Option Plan
means the  Directors  and the members of any advisory  committee to the Board of
Directors of (i) the Corporation,  (ii) any parent of the Corporation,  or (iii)
any subsidiary of the Corporation.

2.    Scope and Duration of the Director Stock Option Plan.

            Under the  Director  Stock  Option  Plan,  options  (singularly,  an
"Option",  collectively,  the "Options") to purchase voting common stock,  $5.00
par value ("Common  Stock") of the  Corporation,  may be granted.  The aggregate
number of shares of Common Stock  reserved for grant from time to time under the
Director Stock Option Plan shall be an amount equal to a maximum of five percent
(5%) of the then outstanding shares of Common Stock; provided, however, that the
number of shares issuable  hereunder together with the number of shares issuable
under any other stock  option  plan  maintained  by the Bank,  except such stock
option plan which  qualifies  as an  incentive  stock  option  plan  pursuant to
Section 422 of the Internal  Revenue Code of 1986,  as from time to time amended
or the  comparable  provision in any future tax statute (the  "Code"),  does not
exceed ten percent (10%) of the then outstanding shares of Common Stock.  Shares
of Common Stock  underlying  Options  granted  hereunder may be  authorized  but
unissued  shares of Common Stock or shares of Common Stock which shall have been
or which may be reacquired by the Corporation,  as the Board of Directors of the
Corporation shall from time to time determine. The aggregate number of shares of
Common Stock  reserved  for grant under the Director  Stock Option Plan shall be
subject to  adjustment as provided in Paragraph 11. In no event shall the number
of shares  reserved for grant under the  Director  Stock Option Plan exceed five
percent  of  the  issued  and  outstanding   shares  of  capital  stock  of  the
Corporation.  If an Option  shall  expire or  terminate  for any reason  without
having been exercised in full, the shares represented by the portion thereof not
so  exercised  shall  (unless  the  Director  Stock  Option Plan shall have been
terminated)  become  available for other Options under the Director Stock Option
Plan. The Director Stock Option Plan shall become effective upon approval by the
Board of Directors and  stockholders of the Corporation as provided in Paragraph
12. Subject to Paragraph 13, no Option shall be granted under the Director Stock
Option Plan after the tenth (10th)  anniversary  of the approval of the Director
Stock Option Plan by the stockholders of the Corporation,  or December 31, 2011,
whichever occurs first.

3.    Administration of the Director Stock Option Plan.

            The Board of Directors of the Corporation  shall appoint a committee
(the  "Committee")  to administer  the Director Stock Option Plan. The Committee
shall  consist of either the entire Board of Directors or a Committee  appointed
by the Board of Directors  consisting of one or more persons,  who are Directors
of the  Corporation,  and who  shall  serve  at the  pleasure  of the  Board  of
Directors.


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            The Committee  shall have authority in its  discretion,  subject to,
and not inconsistent  with, the express  provisions of the Director Stock Option
Plan,  to direct the grant of Options;  to determine  the purchase  price of the
Common Stock  covered by each  Option,  the  Directors to whom,  and the time or
times at which,  Options shall be granted and the number of shares to be covered
by each Option;  to interpret  the Director  Stock Option Plan; to determine the
time or times at which Options may be exercised; to prescribe, amend and rescind
rules and  regulations  relating to the Director  Stock Option Plan,  including,
without  limitation,  such rules and  regulations  as it shall deem advisable to
insure that transactions  involving Options may qualify for exemption under such
rules and  regulations as the Securities and Exchange  Commission may promulgate
or propose from time to time  exempting  transactions  from Section 16(b) of the
Securities  Exchange Act of 1934; to determine the terms and  provisions of, and
to  cause  the  Corporation  to  enter  into,  agreements  with  Directors  as a
prerequisite  to, and in connection  with, a grant of Options under the Director
Stock Option Plan (the "Agreements"), which Agreements may vary from one another
as the Committee shall deem appropriate; and to make all other determinations it
may deem  necessary or advisable for the  administration  of the Director  Stock
Option Plan. The Committee may delegate to one or more of its members, or to one
or more agents, those administrative  duties as the Committee may deem advisable
and may employ (or  authorize  any person to whom it has  delegated  duties,  as
aforesaid)  to employ one or more  persons to render  advice with respect to any
responsibility  it (or that  person) may have under the  Director  Stock  Option
Plan.

            The  Board of  Directors  of the  Corporation  may from time to time
appoint members of the Committee in substitution for, or in addition to, members
previously  appointed and may fill vacancies,  however caused, in the Committee.
The Committee  shall hold its meetings at such times and places as it shall deem
advisable.  Members may  participate in meetings  through  conference  telephone
calls or similar arrangements.  A majority of the members of the Committee shall
constitute a quorum.  All  determinations  of the  Committee  shall be made by a
majority of its members.  Any decision or  determination  reduced to writing and
signed by all of the members shall be fully  effective as if it had been made by
a majority  vote at a meeting duly called and held.  The Committee may appoint a
secretary,  shall keep  minutes of its  meetings,  and shall make such rules and
regulations  for the  conduct  of its  business  as it shall deem  necessary  or
advisable.  No  member  of the  Committee  shall be  liable  for any  action  or
determination  taken or made,  or not  taken or not  made,  in good  faith  with
respect to the Director Stock Option Plan or any Option granted under it.

4.    Eligibility: Factors to be Considered in Granting Options.

            An option may be granted  only to a person who is a Director of, or,
if the Board of  Directors in its sole and absolute  discretion  shall elect,  a
member of an advisory committee to the Board of Directors of the Corporation, or
a parent corporation or a subsidiary  corporation  thereof on the date of grant.
In  determining  the persons to whom Options  shall be granted and the number of
shares of Common Stock to be covered by each Option,  the  Committee  shall take
into account the number of Board and Committee meetings the person attends,  the
performance  of the  Corporation  and such other factors as the Committee in its
sole and absolute  discretion shall deem relevant.  Subject to the provisions of
Paragraph 2, above, a person may receive Options on more than one occasion under
the Director Stock Option Plan.

5.    Option Price.

            The  purchase  price per share of the Common  Stock  covered by each
Option shall be established  by the Committee,  but in no event shall it be less
than the  greater of the par value of the Common  Stock or one  hundred  percent
(100%) of the fair  market  value of the Common  Stock on the date the Option is
granted.  If, at the time an Option is  granted  the  Common  Stock is  publicly
traded, fair market value shall be the last reported sale price, regular way, on
the last preceding trading day, or, in case no such reported sale takes place on
such day, the average of the last  reported bid and asked  prices,  regular,  in
either case on the principal national securities exchange,  if any, on which the
Common Stock is admitted to trading or listed,  or if not so admitted to trading
or listed on any  national  securities  exchange,  the  average  of the  closing
reported bid and asked prices on the last  preceding  trading day as reported by
the National  Association  of  Securities  Dealers  Automated  Quotation  System
("NASDAQ") or any  comparable  system,  or if not listed for  quotation  through
NASDAQ or any comparable system, the average of the closing bid and asked prices
on the last  preceding  trading day as  recorded by two members of the  National
Association  of  Securities  Dealers,  Inc.  selected  from  time to time by the
Committee  for that  purpose.  If the Committee  shall  determine  that no stock
quotation is available or that the stock price  quotation is not  representative


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of fair  market  value by reason of the lack of a  significant  number of recent
transactions or otherwise, the Committee may determine fair market value in such
a manner as it shall deem appropriate under the  circumstances.  If, at the time
an Option is granted,  the Common Stock is not publicly  traded,  the  Committee
shall  make a good  faith  attempt  to  determine  its fair  market  value.  The
determination  of the fair market value of the Common Stock shall be made by the
Committee without regard to any restrictions, other than a restriction which, by
its terms, will never lapse. The date on which the Committee adopts a resolution
expressly  granting an Option shall be considered  the date on which that Option
is granted.

6.    Term of Options.

            The term of each option shall be fixed by the  Committee,  but in no
event shall it be more than 10 years from the date of grant,  subject to earlier
termination as provided in Paragraphs 9 and 10.

7.    Exercise of Options.

            (a) The vested portion of an Option  granted as a Director's  annual
fee for service  may be  exercised,  in whole or in part,  through and until the
termination  of  the  Director  Stock  Option  Plan.  All  Options  granted  for
attendance at meetings shall be fully  exercisable,  in whole or in part, at any
time  through and until the  termination  of the  Director  Stock  Option  Plan.
Notwithstanding  the foregoing,  (i) the Committee may in its  discretion  issue
Options from time to time which are immediately exercisable in full or which are
exercisable  at such  other  time or  times  as the  Committee  in its  sole and
absolute discretion determines, except that no Option shall be exercisable later
than ten years after its date of grant.

            (b)  Options  may be  exercised  in such  manner and at such time or
times as the  Committee in its sole and  absolute  discretion  shall  determine,
except  that in no event  shall any such  Option be  exercisable  later than ten
years after its date of grant.

            (c) An Option may be exercised as to any or all,  full or fractional
shares of Common Stock as to which the Option is then exercisable.

            (d) The purchase  price of the shares of Common Stock as to which an
Option is exercised shall be paid in full in cash at the time of exercise, or in
installments.  In addition,  the Holder (as  hereinafter  defined)  shall,  upon
notification of the amount due and prior to, or concurrently  with,  delivery to
the  Holder of a  certificate  representing  such  shares of Common  Stock,  pay
promptly any amount necessary to satisfy  applicable tax  requirements  (whether
federal,  state,  local,  or otherwise).  If the purchase price is to be paid in
installments,  the Holder shall pay the down payment, if any, and the balance as
the related Agreement or Committee may permit.

            (e)  Except as  provided  in  Paragraphs  9 and 10, no Option may be
exercised unless the Holder thereof is then a Director,  or has been a Director,
of the  Corporation  or any parent of the  Corporation  or any subsidiary of the
Corporation or any combination thereof on the date of its grant.

            (f) A Holder shall have the rights of a stockholder  with respect to
shares of Common  Stock  covered by an Option only upon  becoming  the Holder of
record of such shares of Common Stock.

8.    Nontransferability.

            No Options  granted  under the  Director  Stock Option Plan shall be
transferable  other than by will or by the laws of descent and  distribution  of
any state  which has, or would  have,  jurisdiction  of the estate of a deceased
Option Holder.  Options may be exercised  during the lifetime of the Holder only
by the Holder.

9.    Termination of Relationship with the Corporation.

            (a) If a Holder  ceases to be a Director of the  Corporation  or any
parent or  subsidiary  thereof  (except as set forth in this  Paragraph  9), any
Option held by that person may,  subject to the provisions of the


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Director  Stock Option Plan, be exercised (to the extent that he was entitled to
exercise such Option at the  termination  of his service as a Director or member
of an advisory committee to the Board of Directors, as the case may be, pursuant
to any  Agreement)  at any time within 90 days after such  termination,  but not
more than ten years after the date on which such Option was granted.

            (b) Other than as provided in Paragraph 9(a),  Options granted under
the Director  Stock Option Plan shall not be affected by any change of committee
assignment of a Holder so long as the Holder remains a Director.

            (c) Any Agreement may contain such provisions as the Committee shall
approve  with  reference  to the  determination  of the date of  termination  of
service as a Director  for  purposes of the  Director  Stock Option Plan and the
effect of leaves of absence,  which  provisions  may vary from one  Agreement to
another.

            (d)  Nothing  in the  Director  Stock  Option  Plan or in any Option
granted  pursuant  to the  Director  Stock  Option  Plan shall  confer  upon any
Director or other person any right to continue on the Board of Directors, or any
committee  thereof,  of  the  Corporation  or  any  parent  corporation  or  any
subsidiary  corporation  thereof,  or affect the right of the Corporation or any
such parent corporation or any such subsidiary corporation,  as the case may be,
regarding the Director or committee member.

10.   Death or Disability of Holder.

      If a person to whom an Option has been granted  under the  Director  Stock
Option Plan shall:

            (a) die while he is serving as a Director  or member of an  advisory
committee of the Board of Directors of the Corporation or a corporation which is
a parent corporation or a subsidiary corporation thereof; or

            (b) while  serving as a Director or member of an advisory  committee
of the Board of Directors of the Corporation or a corporation  which is a parent
corporation or subsidiary  corporation  thereof,  become permanently and totally
disabled within the meaning of Section  22(e)(3) of the Code, then to the extent
that the Option  was  exercisable  immediately  prior to the  happening  of such
event, such Option may be exercised as set forth herein by the Holder or, in the
event of death,  by the person or persons to whom the Holder's  rights under the
Option pass by will or applicable  law, or, if no such person has such right, by
his  executors  or  administrators,  and the period for  exercise  to the extent
provided  in  Paragraph  9 shall be  extended  to six  months in the case of the
permanent and total disability or in the case of the death of the Holder, but no
more  than ten  years  after  the date  such  Option  was  granted,  as shall be
prescribed in the Holder's Agreement.

11.   Adjustments upon Changes in Capitalization.

            (a) Each  Agreement  may contain such  provisions  as the  Committee
shall  determine to be appropriate for the adjustment of the number and class of
shares of Common Stock covered by such Option, the Option prices, and the number
of shares of Common Stock as to which Options shall be  exercisable at any time,
in the event of changes in the  outstanding  Common Stock of the  Corporation or
the  number of shares of Common  Stock to which any other  class of stock of the
Corporation  may  be  converted,  by  reason  of  stock  dividends,   split-ups,
split-downs,   reverse  splits,   recapitalizations,   mergers,  consolidations,
combinations or exchanges of shares, spin-offs,  reorganizations,  liquidations,
and the like. In the event of any such change in the outstanding Common Stock of
the Corporation, the aggregate number of shares of Common Stock or the number of
shares of Common Stock to which any other class of stock of the  Corporation may
be converted, as to which Options may be granted under the Director Stock Option
Plan and to any  Director  or member of an  advisory  committee  of the Board of
Directors of the Corporation,  shall be appropriately adjusted by the Committee,
whose  determination  shall be  conclusive.  No adjustment  shall be made in any
minimum number of shares of Common Stock which may be purchased at any time.

            (b)  In  the  event  of  the   dissolution,   liquidation,   merger,
reorganization,  separation or  consolidation  of the  Corporation or its parent
corporation, or a sale of all or substantially all of the assets or stock of the
Corporation or its parent corporation,  or the disposition by the Corporation of
substantially  all of the assets or


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stock of a subsidiary corporation, and the Holder is then a Director or a member
of an advisory committee to the Board of Directors of such corporation, then, if
the Committee  shall so determine,  each Option under the Director  Stock Option
Plan,  if such event shall occur with respect to the  Corporation  or its parent
corporation,  or each  Option  granted  to a Director  or member of an  advisory
committee to the Board of Directors of the Corporation, a parent or a subsidiary
respecting which such event shall occur, shall terminate simultaneously with the
happening  of such  event,  and the  Corporation  shall  pay the  Holder in lieu
thereof an amount equal to (i) the  difference  between the fair market value of
one share of Common Stock on the date of such change,  less the Option price per
share of Common Stock,  multiplied  by (ii) the number of shares  subject to the
Option, without regard to whether the Option is then otherwise exercisable.

12.   Effectiveness of the Director Stock Option Plan.

            The Director  Stock  Option Plan shall become  effective on the date
that it is adopted by the Board of  Directors  and ratified in  accordance  with
applicable  law by a vote  of  not  less  than  two-thirds  of the  stockholders
entitled to vote thereon.  At any time commencing on the date of the adoption of
this Director  Stock Option Plan by the Board of Directors and its  ratification
by the stockholders,  the Committee may, in its discretion,  grant Options under
the Director Stock Option Plan, the exercise of which shall be expressly subject
to the conditions  that at the time of exercise a Registration  Statement  under
the  Securities  Act of 1933 (the  "Act") with  respect to such shares  shall be
effective, or other provision satisfactory to the Committee shall have been made
so that shares may be issued without violation of the Act or applicable state or
foreign  securities  laws.  If the  shares of the  Common  Stock  issuable  upon
exercise of an Option are not  registered  under the Act,  and if the  Committee
shall deem it  advisable,  the Holder may be required to represent  and agree in
writing  (i) that he or she will be  acquiring  such  shares  for his or her own
account and not with a view to the distribution thereof, (ii) that any shares of
Common Stock  acquired  pursuant to the  Director  Stock Option Plan will not be
sold except pursuant to an effective  registration statement under the Act or an
exemption  from the  registration  provisions of the Act and in accordance  with
applicable  state or foreign  securities laws, and (iii) that the Holder accepts
such restrictions on transfer of such shares (including, without limitation, the
affixing to any certificate  representing  such shares of an appropriate  legend
restricting  transfer of such shares),  as the Corporation may reasonably impose
under the Act or applicable state or foreign securities laws.

13.   Termination and Amendment of the Director Stock Option Plan.

            The Board of Directors of the Corporation  may, at any time prior to
the termination of the Director Stock Option Plan, suspend, terminate, modify or
amend  the  Director  Stock  Option  Plan;  provided  that any  increase  in the
aggregate  number of shares of Common Stock reserved for issue upon the exercise
of Options,  any increase in the maximum  number of shares for which Options may
be granted to any person during any period,  any reduction in the purchase price
of the Common Stock  covered by any Option,  any  extension of the period during
which  Options  may be  granted or  exercised,  any  change in the  formula  for
determining  the amount  payable  upon  exercise of the Option,  or any material
modification  in the  requirements as to eligibility  for  participation  in the
Director Stock Option Plan,  shall be subject to the approval of stockholders in
the manner  provided in Paragraph 12, except that any such increase,  reduction,
or change  that may  result  from  adjustments  authorized  by  Paragraph  11 or
adjustments  based on  revisions  to the Code (to the extent  permitted  by such
authorities) shall not require such approval,  and further,  shall be subject to
the  limitations   set  forth  in  Paragraph  2.  No  suspension,   termination,
modification,  or amendment of the Director  Stock Option Plan may,  without the
express written consent of the Holder of an Option,  adversely affect the rights
of such Holder under such Option.

14.   Financing for Investment in Stock of the Corporation.

            Upon  exercise by a Holder of an Option,  the Board of Directors may
cause the  Corporation  or any  subsidiary  to give or  arrange  for  financing,
including direct loans,  secured or unsecured,  or guaranties of loans by banks,
which loans may be secured in whole or in part by assets of the  Corporation  or
any  subsidiary,  to any person who shall have served as a Director or member of
an advisory  committee to the Board of Directors  of the  Corporation,  a parent
corporation of the Corporation or subsidiary  corporation of the Corporation for
a period  of at least  six  months  at the end of the  fiscal  year  last  ended
immediately prior to arranging such financing; but the Board


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of Directors may, in any specific case,  authorize  financing for any person who
shall not have served for such a period. Such financing shall be for the purpose
of providing funds for the purchase by the person pursuant to the exercise of an
Option  and/or for payment of taxes  incurred in  connection  with its exercise,
and/or for the purpose of otherwise purchasing or carrying a stock investment in
the Corporation. The maximum amount of liability incurred by the Corporation and
its  subsidiaries  in connection  with all such financing  outstanding  shall be
determined from time to time in the sole and absolute discretion of the Board of
Directors.  Each loan shall bear interest at a rate  determined by the Committee
provided that such rate of interest shall not be less than the lowest rate which
avoids imputation of interest at a higher rate under the Code. Each recipient of
such financing  shall be personally  liable for the full amount of all financing
extended to him or her. Such  financing  shall be based upon the judgment of the
Board of Directors that such financing may reasonably be expected to benefit the
Corporation,  and that such financing as may be granted shall be consistent with
the  Certificate of  Incorporation  and bylaws of the Corporation or a parent or
subsidiary corporation of the Corporation, and applicable laws.

            If any such  financing is authorized  by the Board of Directors,  it
shall be administered by the Committee.

15.   Withholding.

            In the discretion of the Committee,  the Corporation's obligation to
deliver the Common  Stock upon the exercise of an Option shall be subject to the
HoIder's  satisfaction of all applicable  federal,  state,  and local income and
employment tax obligations.

16.   Severability.

            In the event that any one or more  provisions of the Director  Stock
Option Plan or any Agreement, or any action taken pursuant to the Director Stock
Option Plan or such  Agreement,  should,  for any reason,  be  unenforceable  or
invalid in any  respect  under the laws of the United  States,  any state of the
United States or any other government, such unenforceability or invalidity shall
not affect any other  provision  of the  Director  Stock  Option  Plan or of any
Agreement but in such  particular  jurisdiction  and instance the Director Stock
Option  Plan  and  the  affected   Agreement  shall  be  construed  as  if  such
unenforceable  or invalid  provision  had not been  contained  therein or if the
action in question had not been taken thereunder.

17.   Applicable Law.

            The   Director   Stock   Option  Plan  shall  be  governed  by,  and
interpreted,  construed and applied in accordance with, the laws of the State of
New Jersey.

18.   Miscellaneous.

            1. The terms "parent corporation" and "subsidiary corporation" shall
have  the  meanings  .set  forth  in  Sections  425(e)  and  (f)  of  the  Code,
respectively.

            2. The term "Holder" means a member of the Board of Directors of the
Corporation  and/or a member of an advisory committee to the Board of Directors,
as the case may be, of the Corporation,  a parent  corporation,  or a subsidiary
corporation  thereof who is granted an Option  under the  Director  Stock Option
Plan and any person who is entitled to exercise such Holder's Option pursuant to
paragraphs 9 or 10.


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