Exhibit 10.12

            TWO RIVER COMMUNITY BANK NON-QUALIFIED STOCK OPTION PLAN

SECTION 1. General Purpose of Plan

The name of this plan is the Two River Community Bank Non-qualified Stock Option
Plan (the "Plan"). The purpose of the Plan is to enable Two River Community Bank
(the  "Bank") to  attract,  retain and  motivate  directors  and  employees  who
contribute  to the  success  of the Bank by their  skill,  experience,  ability,
diligence  and industry,  and to provide such  individuals  with the  meaningful
opportunity to  participate  in the long-term  success and growth of the Bank by
giving them a proprietary interest in the Bank.

SECTION 2. Definitions

As used in this Plan, the following terms have the meanings set forth below. The
singular  includes the plural,  and the masculine  gender  includes the feminine
gender,  and vice versa, as the context may require.  The word "person" includes
any natural  person and any  corporation,  firm,  partnership,  or other form of
association.

(a) "Board" shall mean the Bank's Board of Directors.
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(b) "Change of Control" shall mean any of the following:
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(i) The  acquisition of nominal or beneficial  ownership of at least twenty five
percent  (25%) of the Stock,  or all or  substantially  all of the assets of the
Bank,  by a single  person,  a single  entity or a group of persons or  entities
acting in  concert,  in a single  transaction  or a series of  transactions  the
intention  or  effect of which is to  culminate  in an  acquisition  of Stock or
assets which comes within the description of this sentence;

(ii) The merger,  consolidation  or combination of the Bank with an unaffiliated
corporation  in  which  the  Directors  immediately  prior  to such  transaction
constitute  less than a majority of the board of directors of the  surviving new
or combined entity in such transaction;

(iii)  The  transfer  of all or  substantially  all of the  Bank's  assets to an
unaffiliated corporation;

(iv) The election to the Board  during any  consecutive  three-year  period of a
group of  individuals  constituting a majority of the Board who were not serving
as directors immediately prior to such consecutive  three-year period;  provided
that any new  director  whose  election  was approved by a majority of the Board
prior to his or her election shall be disregarded for this purpose.

(c)  "Committee"  means the  Compensation  Committee of the Board,  to which the
Board has delegated the authority to administer the Plan.

(d) "Director" shall mean an individual duly elected to serve as a member of the
Board.

(e)  "Disability"  shall mean the permanent  disability of a Participant  or the
failure of a  Participant  to perform  substantially  all of the services to the
Bank  performed  by the  Participant  prior to such  failure for a period of six
months  commencing  with the first date of such  failure for reasons  other

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than Voluntary or Involuntary Termination, Termination for Misconduct, death, or
approved retirement.

(f) "Employee" shall mean a person in the employ, under common law, of the Bank.

(g) "Grant" shall mean the award of a Stock Option to a Participant.

(h)  "Grant  Date"  shall  mean the date on which an  option  is  awarded  to an
eligible  Participant under this Plan  notwithstanding  any initial  prohibition
against exercise.

(i) "Involuntary  Termination" shall mean separation from service as an Employee
or  Director  at the  request  or demand of the Bank for any  reason  other than
Misconduct,  and  shall not  include  a  separation  from  service  by reason of
retirement, death or Disability.

(j) "Misconduct" shall mean the willful and continued failure by the Participant
to perform the Participant's duties for the Bank after a warning in writing from
the  Committee   specifically   identifying   any  such  failure;   the  willful
participation  by the  Participant in an act which causes material injury to the
Bank as specified in a written notice from the Committee; conviction of a felony
or other crime (other than a traffic violation); or excessive absenteeism (other
than for  illness),  after a warning in writing  from the  Committee.  No act or
failure to act on the part of a  Participant  shall be  considered to be willful
unless  done,  or  omitted  to be done,  without  good  faith  and  without  the
reasonable  belief that the action or omission  was in the best  interest of the
Bank.

(k)  "Participant"  shall mean a Director or Employee  who has  received a Grant
under this plan.

(1) "Stated  Expiration  Date"  shall mean the date set forth in a Stock  Option
Agreement on which the related  Stock Option  expires  absent the  Participant's
termination of service to the Bank.

(m) "Stock" shall mean the Common Stock of the Bank, par value $5.00.
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(n) "Stock Option" shall mean a right to purchase Stock.
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(o) "Stock  Option  Price"  shall mean the  purchase  price for a share of Stock
subject to a particular Stock Option.

(p)  "Qualified  Person" means a living  Participant's  legal  guardian or legal
representative, or a deceased Participant's heir or legatee, as the case may be,
who has a legal right to or in respect of an Option held by that Participant

(q) "Share" means a share of Common Stock.
     -----

(r) "Voluntary  Termination"  shall mean a termination of service as an Employee
or  Director  which  is  not  an  Involuntary  Termination,  a  termination  for
Misconduct,  a  termination  by  reason  of death,  a  termination  by reason of
retirement  approved by the Bank (but shall include a  termination  by reason of
retirement  which is not approved by the Bank),  or a  termination  by reason of
Disability.

SECTION 3. Administration
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3.01 The Committee. The Plan shall he administered by the Committee.
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<PAGE>

3.02 Committee Authority. Except as otherwise specifically provided in the Plan,
the  Committee  shall have full and final  authority in its sole  discretion  to
grant Stock Options to eligible  Participants pursuant to the terms of the Plan.
The Committee shall also have the conclusive authority to:

(i) interpret provisions of the Plan and decide all questions of fact arising in
its application;

(ii) make all other determinations necessary or advisable for the administration
of the Plan;

(iii) authorize any of its members to execute and deliver documents on behalf of
the Committee;

(iv) make all  determinations  with respect to those  Directors and Employees to
whom Stock Options are to be granted, the number of Shares with respect to which
Stock  Options are to be granted to each such  Director  and  Employee,  and the
particular  terms of such  Stock  Options,  all of which  shall  be  subject  to
approval and  ratification  by the Board of  Directors.  However,  the Committee
shall not have authority to take action  inconsistent  with other  provisions of
the  Plan.  No  member  of the  Committee  shall be  liable  for any  action  or
determination made in good faith.

SECTION 4. Shares Subject to the Plan
           --------------------------

4.01 Number of Shares.  The aggregate number of Shares which may be issued under
the Plan shall not exceed 63,500 Shares.

4.02  Expiration  and  Cancellation.  If a Stock Option  granted  under the Plan
expires,  is terminated,  or is otherwise canceled before exercise,  the related
shares of Common  Stock  shall not apply  toward the limits  provided in Section
4.01. If the Shares issued or granted under this Plan are  forfeited,  canceled,
terminated, or reacquired by the Bank, those forfeited,  canceled, terminated or
reacquired Shares shall not apply toward the limits provided in Section 4.01 and
shall be available again for grants hereunder.

SECTION 5. Stock Option Agreements and Exercise Thereof
           --------------------------------------------

5.01  Agreement.  Each  Grant  shall be  evidenced  by a  written  Stock  Option
agreement  which  shall  specify  the  number of shares of Stock  available  for
purchase, the Stock Option Price pertaining to such Grant, the Stated Expiration
Date of the Stock  Option,  that the Stock  Option  is not  transferable  except
pursuant  to  the  laws  of  descent  and  distribution  on  the  death  of  the
Participant,  that  during  the  Participant's  lifetime  the  Stock  Option  is
exercisable  only by the  Participant  or,  in the  event  of the  Participant's
Disability,  for the  Participant by the  Participant's  Qualified  Person.  The
agreement  shall  contain such other  provisions  as the  Committee  deems to be
necessary or appropriate.

5.02 Exercise.  A Stock Option may be exercised,  in whole or in part, by giving
written notice to the Bank (Attention: Chief Financial Officer) at its principal
office or to such  transfer  agent as the Bank may  designate.  The notice shall
identify the number of Stock  Options  being  exercised  and shall  contain such
other  information  and terms as the Committee may require.  The notice shall be
accompanied  by full payment of the purchase  price for the Shares (a) in United
States dollars in cash or by check,  (b) at the discretion of the Committee,  by
delivery of previously  acquired  Shares having a Fair Market Value equal on the
date of exercise to the cash exercise  price of the Stock Option,  or (c) at the
discretion of the Committee,  by a combination of (a) and (b) above.  As soon as
practicable  after receipt of the written notice,  the Bank shall deliver to the
person exercising the Stock Option one or more certificates for the Shares.


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<PAGE>

SECTION 6. Stock Option Price
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The Stock  Option  Price shall be equal to the Fair  Market  Value of a share of
Stock on the Grant Date.  Whenever "Fair Market Value" of the Common Stock is to
be determined for purposes of this Plan, it shall be conclusively  determined by
the Committee, which may use all or any combination of the bid price last quoted
by a reputable  brokerage  firm on such Grant Date; an  independent  third party
assessment  of the fair market  value of the Stock;  and the prices at which the
most recent  transactions  in the Common Stock have been  effected.  In no event
shall any Option be granted for less than the par value of the Bank's Stock

SECTION 7 Grants
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7.01 General. Grants may be made from time to time by the Committee to Directors
and  Employees in the exercise of its  discretion  in all  respects,  subject to
approval and ratification by the Board of Directors.

SECTION 8. Vesting of Stock Options
           ------------------------

The vesting of Stock Options shall be determined by the Committee and shall be a
date and/or  event(s)  specified  by the  Committee  with  respect to each Stock
Option,  provided  that such date or event is not before the Grant Date for that
Stock Option.  In the absence of an express statement by the Committee as to the
vesting of any particular  Stock Option,  such Option shall vest  immediately on
the Grant  Date with  respect  to one third  (1/3) of the Stock  covered  by the
Option,  and an additional one third (1/3) on each anniversary date of the Grant
Date of such Option.  Except as described in this  provision,  no other  vesting
schedule has been  established  and any future vesting of Stock Options,  or any
particular  Stock  Option  shall be  determined  in the sole  discretion  of the
Committee.

SECTION 9. Duration and Time For Exercise of Stock Options
           -----------------------------------------------

The Grant Date of a Stock Option shall be the date  specified by the  Committee,
provided  that such date shall not be before the date on which the Stock  Option
is actually  granted.  The term of each Stock Option shall be  determined by the
Committee,  as memorialized in the Stock Option agreement,  but shall not exceed
ten  (10)  years  from  the  date of  grant.  Each  Stock  Option  shall  become
exercisable  at such time or times in such amount or amounts  during its term as
shall be determined by the Committee at the time of grant,  as  memorialized  in
the Stock Option  agreement.  The Committee may accelerate the date on which any
Stock Option can be exercised. Unless otherwise specified by the Committee, once
a Stock Option becomes exercisable,  whether in full or in part, it shall remain
so exercisable until its expiration, forfeiture, termination or cancellation.

SECTION 10. Expirations and Forfeiture of Stock Options
            -------------------------------------------

Notwithstanding the Stated Expiration Date of a particular Stock Option or those
terms  which  relate to its  exercise  or  vesting,  all as set forth in a Stock
Option  agreement,  the  related  Stock  Option  shall  expire and be subject to
forfeiture in accordance  with the terms of this Section 10 upon the  occurrence
of any of the following events:

      If the  Participant  is terminated by the Bank as a Director or Officer by
reason of Misconduct,  all Stock Options held by the Participant shall terminate
ipso facto,  and shall be  immediately  forfeited in their  entirety as to their
vested and unvested portions;


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<PAGE>

      If the  Participant's  service  as a  Director  or  Employee  of the  Bank
terminates by reason of the Participant's death, Disability,  or retirement with
the prior approval of the Bank, all Stock Options held by the Participant or the
Participant's  Qualified  Person  shall  become  fully  exercisable,  vested and
non-forfeitable,  and shall  expire on a date which is the earlier of the stated
expiration  date of such Stock Options or one hundred eighty (180) days from the
Participant's termination of service with the Bank;

      If the  Participant's  service  as a  Director  or  Employee  of the  Bank
terminates in a Voluntary Termination, the unvested portion of all Stock Options
held by the  Participant  on the  date of such  Voluntary  Termination  shall be
forfeited,  and the vested  portion  shall  become fully  exercisable  and shall
expire on a date  which is the  earlier of the  stated  expiration  date of such
Stock  Options  or  one  hundred  eighty  (180)  days  from  the   Participant's
termination of service with the Bank;

      If the  Participant's  service  as a  Director  or  Employee  of the  Bank
terminates  in an  Involuntary  Termination,  the unvested  portion of all Stock
Options  held by the  Participant  on the date of such  Involuntary  Termination
shall be forfeited,  and the vested portion shall become fully  exercisable  and
shall  expire on a date which is the  earlier of the stated  expiration  date of
such Stock  Options or ninety (90) days from the  Participant's  termination  of
service with the Bank;

      Notwithstanding  the foregoing  terms, if the  Participant's  service as a
Director or Employee of the Bank or any successor to the Bank terminates  within
two (2) years after any Change in Control for any reason other than  Misconduct,
all Stock Options held by the Participant or the Participant's  Qualified Person
shall become fully vested and non-forfeitable  upon such termination of service,
and shall expire on the stated expiration date of such Stock Options.

      No Stock Option  granted  under the Plan shall  provide for the payment of
cash to any Director or Employee upon its cancellation.

SECTION 11. Stock Option Adjustments
            ------------------------

The aggregate  number of shares of Stock with respect to which Stock Options may
be granted,  the aggregate number of shares of Stock subject to each outstanding
Stock Option,  and the Stock Option Price of each outstanding Stock Option shall
be  appropriately  adjusted for any increase or decrease in the number of shares
of issued Stock resulting from a division or  consolidation  of shares,  whether
through a reorganization,  recapitalization,  stock split, stock distribution or
combination of shares  outstanding  effected without receipt of consideration by
the Bank to the extent practical.

SECTION 12. Amendment to the Plan
            ---------------------

To the extent consistent with applicable law, the Board may amend this Plan from
time to time  (including  amendment  to  terminate  the Plan) at is  discretion.
However,  no  amendment  shall  adversely  affect any  outstanding  Stock Option
without the consent of the Participant.

SECTION 13. General Provisions
            ------------------

13.01  Effective  Date.  This  Plan  shall  be  effective  as of the date of its
approval by the  shareholders  of the Bank,  in accordance  with any  applicable
laws. If shareholder approval is not obtained within one year following the date
the Plan is approved by the Board, the plan and any


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<PAGE>

Stock Options  awarded by the Committee in anticipation of its adoption shall be
null and void, ab initio.
               ---------

13.02 Duration. Unless the Plan is terminated earlier, the Plan shall expire ten
(10) years from the date on which the Plan is duly approved by the  shareholders
of the Bank. No Stock Option rights under the Plan shall be granted  thereafter.
The Board, without further approval of the Bank's shareholders,  may at any time
before that date terminate the Plan.  After  termination of the Plan, no further
Stock Options may be granted under the Plan.  Stock Options  granted  before any
such  termination  shall continue to be exercisable in accordance with the terms
of the Option.

13.03  Non-Transferability of Stock Options;  Exercise by Participant.  No Stock
Option may be sold,  pledged,  assigned,  encumbered,  disposed of or  otherwise
transferred other than by will or the laws of descent and distribution. The Bank
shall not be required to recognize any attempted disposition by any Participant.
During a  Participant's  lifetime,  such  Participant's  Stock  Options are only
exercisable  by  such  Participant  or,  in  the  event  of  the   Participant's
incapacity, the Participant's Qualified Person.

13.04 Compliance with Law. The Bank may determine, in its sole discretion,  that
it is  necessary  or  desirable  to list,  register or qualify (or to update any
listing,  registration or qualification  of) any Shares issuable or issued under
any Stock Option or this Plan on any securities exchange or under any federal or
state securities law, or to obtain consent or approval of any governmental  body
as a  condition  to or in  connection  with,  the  award of any  incentive,  the
issuance of Shares under this Plan, or the removal of any  restrictions  imposed
on such Shares.  If the Bank makes such a determination,  the Stock Option shall
not be awarded and the Shares shall not be issued or the restrictions  shall not
be removed,  as applicable,  in whole or in part,  unless and until the listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained  free  of any  conditions  not  acceptable  to  the  Bank.  The  Bank's
obligation to sell or issue Shares under this Plan is subject to the  compliance
with all applicable laws and regulations. The Committee, in its sole discretion,
shall  determine  whether the sale and issue of Shares is in compliance with all
applicable laws and regulations.

13.05  Withholding.  The Bank shall have the right to withhold from any payments
made  under the Plan or to  collect  as a  condition  to any  award,  payment or
issuance of Shares under the Plan any taxes  required to be withheld by Federal,
state or local law.

13.06 No Right to Continued Employment. No Participant under the Plan shall have
any  implied  right to  continue  as a Director  or Employee of the Bank for any
period of time because of his or her participation in the Plan.

13.07 No Right as Shareholder. No Participant or Qualified Person shall have the
rights of a  shareholder  with  respect to the Shares  covered by a Stock Option
unless  a stock  certificate  is  issued  to that  person  for  the  Shares.  No
adjustment  shall be made for cash  dividends  or  similar  rights for which the
record date is before the date on which such stock certificate is issued.

13.08 Acceleration; Exercise. Notwithstanding anything to the contrary set forth
in the Plan, in the event that (i) the Bank experiences a Change of Control,  or
(ii) the Bank adopts a plan of complete liquidation,  then (A) all Stock Options
granted hereunder shall be fully exercisable upon the consummation of such event
and (B) the Bank may, in the exercise of its sole discretion, give a Participant
written notice thereof requiring such Participant  either (1) to


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<PAGE>

exercise  his or her Stock  Options  within  thirty  days after  receipt of such
notice,  including  all  installments  whether  or not they would  otherwise  be
exercisable at that date, (2) in the event of a merger or consolidation in which
shareholders of the Bank will receive shares of another corporation, to agree to
convert his or her Stock Options into comparable options to acquire such shares,
(3) in the event of a merger or consolidation in which  shareholders of the Bank
will receive cash or other  property  (other than  capital  stock),  to agree to
convert  his or  her  Stock  Options  into  such  consideration  (in  an  amount
representing the appreciation  over the exercise price of such Stock Options) or
(4) to surrender  such Stock Options or any  unexercised  portion  thereof.  Any
Stock Options as to which the Bank does not issue a notice of the type described
in the  foregoing  sentence  shall  remain  subject  to all  of  the  terms  and
conditions of this Plan and the Option Agreement, including, but not limited to,
the terms and conditions of Section 10 of this Plan.

13.09 Fractional and Minimum Shares.  In no event shall a fraction of a Share be
purchased or issued under the Plan without  Board  approval.  The  Committee may
specify  a minimum  number  of  Shares  for  which  each  Stock  Option  must be
exercised.

13.10  Application of Funds. The proceeds  received by the Bank from the sale of
Shares under the Plan shall be used for general corporate purposes.

13.11 Other Incentives and Plans. Nothing in this Plan shall prohibit any member
of the Board from establishing other employee incentives and plans.

13.12 Investment  Letter.  If required by the Committee,  each Participant shall
agree to execute a statement  directed to the Bank, upon each and every exercise
by such  Participant of any Stock Options,  that shares issued thereby are being
acquired for  investment  purposes only and not with a view to the  distribution
thereof,  and  containing  an  agreement  that such  shares  will not be sold or
transferred  unless either (1)  registered  under the Securities Act of 1933 and
all applicable state  securities  laws, or (2) exempt from such  registration in
the  opinion  of  Bank  counsel.  If  required  by the  Committee,  certificates
representing  share of Common Stock issued upon  exercise of Stock Options shall
bear a  restrictive  legend  summarizing  the  restrictions  on  transferability
applicable thereto.

13.13  Governing  Law.  The validity  and  construction  of the Plan and of each
agreement  evidencing  Incentives  shall be governed by the laws of the State of
New Jersey, excluding the conflict-of-laws principles thereof.


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