Exhibit 10.31



                                  THE TOWN BANK
                                       OF
                                    WESTFIELD

                         2000 DIRECTOR STOCK OPTION PLAN

1.    Purpose of the 2000 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 2000
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 is 31,169 shares of Common Stock, which shares 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, 2010, 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.

            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


                                      A-1
<PAGE>

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 eighty-five  percent of
the fair market value of the Common Stock on the date the Option is issued.  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 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.


                                      A-2
<PAGE>

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 issued 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 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.


                                      A-3
<PAGE>

            (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 (i)  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 Internal Revenue Code of
1986, as from time to time amended or the comparable provision in any future tax
statute  (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 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.


                                      A-4
<PAGE>

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 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.


                                      A-5
<PAGE>

            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
Holder'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.


                                      A-6