Exhibit 10.10

          TWO RIVER COMMUNITY BANK 2003 NON-QUALIFIED STOCK OPTION PLAN

SECTION 1. General Purpose of Plan
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The name of this plan is the Two River Community Bank 2003 Non-qualified Stock
Option Plan (the "Plan"). The purpose of the Plan is to enable Two River
Community Bank (the "Bank") to continue to attract, retain and motivate
directors and employees who contribute, or who are expected to contribute, to
the ongoing 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
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As used in this Plan, the following terms have the meanings set forth below. The
singular includes the plural, 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" means the Bank's Board of Directors.

(b) "Change of Control" means any of the following:

(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;

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(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 expressly delegated the authority to administer the Plan.

(d) "Director" means an individual who has been duly elected to serve as a
member of the Board.

(e) "Disability" means the permanent disability of a Participant or the
continuous 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
than Voluntary or Involuntary Termination, Termination for Misconduct, death, or
approved retirement.

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

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

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


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

(j) "Misconduct" means 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" means a Director or Employee who has received a Grant under
this plan.

(1) "Stated Expiration Date" means 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" means the Common Stock of the Bank, par value $5.00.

(n) "Stock Option' means a right to purchase Stock.

(o) "Stock Option Price" means 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 legal representative, heir or
legatee, as the case may be, who has a legal right to or in respect of an Option
held by that Participant.


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

(r) "Voluntary Termination" means 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 be administered by the Committee.

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.


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SECTION 4. Shares Subject to the Plan
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4.01 Number of Shares. The aggregate number of Shares which may be issued under
the Plan shall not exceed 67,879 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
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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


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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.

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
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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


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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
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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. Expiration and Forfeiture of Stock Options
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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:


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      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;

      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


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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
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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
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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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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 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


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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. 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 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


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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


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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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