Exhibit 10.11

              TWO RIVER COMMUNITY BANK INCENTIVE STOCK OPTION PLAN

SECTION 1. General Purpose of Plan
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      The name of this  plan is the Two River  Community  Bank  Incentive  Stock
Option  Plan  (the  "Plan").  The  purpose  of the Plan is to  enable  Two River
Community  Bank (the  "Bank") to  attract,  retain and  motivate  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. The Plan is intended to qualify
as a qualified  incentive stock option plan within the meaning of Section 422 of
the Internal Revenue Code, and all of its terms shall be interpreted in a manner
consistent with that intention and the applicable provisions of the Code.

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,  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.

"Board" means the Board of Directors of the Bank.
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"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.

"Code" means the Internal  Revenue Code of 1986,  as it may be amended from time
to time.

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

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"Common Stock" means the common stock, $5.00 par value, of the Bank.
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"Disability"  shall  mean  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 termination as an Employee of the Bank, death, or approved retirement.

"Employee" means any officer or other common law employee of the Bank, with such
term being  defined as broadly as possible in a manner  consistent  with Section
422 of the Code.

"Fair Market Value" has the meaning stated in Section 8.12.
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"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.

"Incentive  Stock  Option" or "Option"  means a stock option  granted under this
Plan,  which is intended to qualify as an incentive  stock option under  Section
422 of the Code.

"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.

"Participant"  means an  Employee to whom an Option has been  awarded  under the
Plan.

"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.

"Share" means a share of Common Stock.

"Stated  Expiration  Date" shall mean the date set forth in the Incentive  Stock
Option agreement on which the related Incentive Stock Option expires, absent the
Participant's termination of service to the Bank.

SECTION 3. Administration
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3.01  The  Committee.  The  Plan  shall  be  administered  by  the  Compensation
Committee,  which shall consist of those members of the Board who are, from time
to time, duly appointed to the Committee by the Board from among the Directors.


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<PAGE>

      The  Committee  shall  have  the  full  and  final  power  and  authority,
exercisable in its sole discretion, to grant Incentive Stock Options to eligible
Employees, pursuant to the terms of the Plan.

      In particular,  but not by way of limitation, the Committee shall have the
authority:

      (i) to select  those  Employees  to whom  Options may from time to time be
granted under the Plan;

      (ii) to  determine  whether and to what  extent  Options are to be granted
hereunder and

      (iii) to determine the terms and  conditions  under which Options  granted
under the Plan are to be held,  exercised and forfeited,  including  those terms
and  conditions  which relate to vesting and  expiration,  all of which shall be
subject to ratification by the Board and shall be entirely  consistent with both
the terms of the Plan and the applicable provisions of the Code.

      The  Committee  shall have the  authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from  time to time,  determine  to be  advisable;  to  interpret  the  terms and
provisions  of the Plan and any award issued under the Plan (and any  agreements
relating  thereto);  and to otherwise  supervise the administration of the Plan,
PROVIDED,  HOWEVER,  that  any  rule,  guideline  and  practice  adopted  by the
Committee shall be entirely  consistent in its terms and application  with those
provisions of the Code which relate to the continuing  qualification of the Plan
as a qualified incentive stock option plan.

      All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons,  including the Bank and Participants.
No member of the Committee shall be liable for any action or determination  made
in good faith.

SECTION 4. Eligibility
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4.01 Designation of Employees. All Employees of the Bank, including officers and
those  Directors  who are  employees,  are eligible to receive  Incentive  Stock
Options  under the Plan.  No Director or other  person who is not an employee of
the Bank may receive Incentive Stock Options under the Plan.

4.02 Participants.  The Committee may consider any legally permissible factor in
selecting Participants and in determining the type and amount of their Incentive
Stock  Options,  including,  but not limited to, (a) the current or  anticipated
financial  condition of the Bank, (b) the contribution by the Participant to the
Bank  and  its  customers,  and  (c)  the  other  compensation  provided  to the
Participant.  The Committee's  award of an Incentive Stock Option to an Employee
in any year shall not require the Committee to award any Incentive  Stock Option
to that Employee in any other year.

SECTION 5. Shares Subject to the Plan
           --------------------------

5.01 Number of Shares.  Subject to Section 8.07, the aggregate  number of Shares
which may be issued under the Plan shall not exceed 63,500 Shares.


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<PAGE>

5.02 Expiration and  Cancellation.  If an Option granted under the Plan expires,
is terminated,  or is otherwise  canceled before  exercise,  that Option and the
related  shares of Common  Stock shall not apply  toward the limits  established
under Section  5.01. If Shares issued or awarded 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  established
under Section 5.01 and shall be available again for the grant of Options.

5.03 Maintenance of Stock.  Shares issued under the Plan shall be authorized and
unissued shares or shares of treasury stock. The Bank shall always maintain such
Shares in a number  which is at least  equal to the  number of Shares  for which
Options have been granted and remain  outstanding and unexercised under the Plan
and any other stock option plan or arrangement established by the Bank.

SECTION 6. Stock Options
           -------------

      Each Incentive Stock Option granted under this Plan must be granted within
ten (10)  years from the date on which the Plan was  adopted  by the Board,  and
shall be subject to the following terms and conditions:

6.01 Price.  The option  price per share shall be equal to the Fair Market Value
of the Common Stock on the Grant Date of the Incentive Stock Option.

6.02 Number. The number of Shares covered by each incentive Stock Option awarded
to each  Participant  shall be determined by the Committee,  consistent with any
limitations  which are set forth in the Code, the Treasury  regulations,  or any
other  applicable  provision of law,  subject to ratification by the Board.  The
aggregate  Fair Market  Value on the Grant Date of those  Shares with respect to
which  Incentive  Stock  Options  are  exercisable  for  the  first  time by any
Participant  during any  calendar  year  (under all plans of the Bank) shall not
exceed One Hundred Thousand Dollars ($100,000).

6.03 Exercise. An Incentive 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 Incentive Stock Option 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,  in such form
as the Committee  shall determine  consistent with the  requirements of the Code
and any other applicable legal authority.  As soon as practicable  after receipt
of the written  notice and full  payment of the purchase  price,  the Bank shall
deliver to the person  exercising the Stock Option one or more  certificates for
the Shares.  Unless exercised  sooner,  each Incentive Stock Option shall have a
Stated  Expiration  Date no later than ten (10)  years  after the Grant Date for
that Incentive Stock Option.

6.04 Limitation on Participation. No Incentive Stock Options shall be granted to
any Employee  who, at the time at which such option would  otherwise be granted,
owns  (within the meaning of Section 422 of the Code) stock having more than 10%
of the total combined voting power of all classes of stock of the Bank.


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<PAGE>

6.05 Vesting.  The vesting of Incentive 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 Incentive Stock Option,  provided that such date or event is not
before the Grant Date for that  Incentive  Stock  Option.  In the  absence of an
express statement by the Committee as to the vesting of any particular Incentive
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 Incentive Stock Options, or any particular Incentive Stock
Option, shall be determined in the sole discretion of the Committee.

6.06  Incorporation  by Reference of  Applicable  Provisions  of the Code.  Each
Incentive  Stock  Option  agreement  referred  to  in  Section  8.05  and  those
provisions of this Plan which relate to the terms and conditions under which the
Incentive Stock Options are issued, held and exercised shall contain or shall be
deemed to contain all  provisions  required  in order to qualify  the  Incentive
Stock Options as incentive  stock options under Section 422 of the Code, and the
provisions  of this Plan  shall be  interpreted  and  construed  to effect  such
treatment under that Section.

SECTION 7. Expiration and Forfeiture of Incentive Stock Options
           ----------------------------------------------------

      Notwithstanding the Stated Expiration Date of a particular Incentive Stock
Option or those terms which relate to its exercise or vesting,  all as set forth
in an Incentive Stock Option  agreement,  the related Option shall expire and be
subject to forfeiture  in  accordance  with the terms of this Section 7 upon the
occurrence of any of the following events:

      If the  Participant  is terminated by the Bank as an Employee by reason of
Misconduct,  all Incentive 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 an  Employee of the Bank  terminates  by
reason of the  Participant's  death,  Disability,  or retirement  with the prior
approval of the Bank,  all Options  held by the  Participant  shall become fully
exercisable, vested and non-forfeitable, and shall expire on a date which is the
earlier of (i) the  Stated  Expiration  Date of such  Options or (ii) (a) in the
case of such a  termination  other  than by reason of the  Participant's  death,
ninety (90) days from the  Participant's  termination as an Employee of the Bank
or (b) in the case of the Participant's death, one year from the date of death;

      If the  Participant's  service as an Employee of the Bank terminates other
than for any of the reasons set forth in the  previous  two  paragraphs  of this
Section 7, the  unvested  portion of all  Incentive  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  Options or ninety
(90) days from the Participant's termination as an Employee of the Bank;

      Notwithstanding  the foregoing terms, if the  Participant's  service as an
Employee  of the Bank or any  successor  to the Bank  terminates  within two (2)
years after any Change in Control


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<PAGE>

for any reason other than  Misconduct,  all Incentive  Stock Options held by the
Participant shall become fully vested and non-forfeitable  upon such termination
of employment, and shall expire on the earlier of (i) the Stated Expiration Date
of such Options or (ii) ninety (90) days from the  Participant's  termination as
an Employee of the Bank or its successor.

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

Section 8. General
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8.01 Effective Date. This Plan shall be effective as of the date of its approval
by the shareholders of the Bank in accordance with the applicable  provisions of
the Banking Act of 1948, N.J.S. 17:9A-1 et seq., and the regulations promulgated
under the Act. If shareholder approval is not obtained within one year following
the date the Plan is adopted by the Board,  the plan and any award of Options by
the Committee in anticipation of its adoption shall be void ab initio.

8.02 Duration.  Unless the Plan is terminated  earlier by the Board of Directors
of the Bank,  the Plan  shall  expire  ten (10) years from the date on which the
Plan is approved by shareholders of the Bank. No Incentive Stock Option or other
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 the  termination of the Plan under the foregoing  sentence,  no
further  Incentive Stock Options may be granted under the Plan.  Options granted
before  any such  termination  shall  continue  to be  exercisable,  but only in
accordance  with the  terms of the  Option  as such  terms  are set forth in any
agreement with respect to the Option or this Plan.

8.03 Non-  Transferability of Incentive Stock Options;  Exercise by Participant.
No 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
or Qualified Person. During a Participant's lifetime, such Participant's Options
are exercisable only by such Participant.

8.04 Change of Control.  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  Incentive
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 (i) to
exercise  his or her 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 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
Options into such consideration (in an amount representing the appreciation over
the  exercise  price of such  Options) or (4) to  surrender  such Options or any
unexercised  portion thereof.  Any 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  Incentive  Stock  Option
agreement,  including, but not limited to, the terms and conditions of Section 7
of this Plan.


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<PAGE>

8.05 Incentive Stock Option Agreements. The terms of each Incentive Stock Option
shall be stated in an agreement  between the Bank and the  Participant in a form
approved  by the  Committee.  The  Participant  must  execute  and  deliver  the
agreement to the Bank as a condition  to the  effectiveness  of the Option.  All
such  agreements  may  contain  all such terms and  condition  as the  Committee
considers  to be  advisable  which  are not  inconsistent  with the Plan and the
applicable  provisions of the Code,  including,  but not limited to,  provisions
which relate to vesting, exercise, expiration and transfer restrictions on those
Incentive Stock Options which are subject to the Incentive Stock agreement.

8.06 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 Option or the Shares issuable or
issued under any Option  granted under 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
Option,  the issuance of Shares under any Option or this Plan, or the removal of
any restrictions imposed on such Shares. If the Bank makes such a determination,
the  Option  shall  not be  awarded  or the  Shares  shall  not be issued or the
restrictions  shall  not be  removed,  as the case may be,  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 any Option 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.

8.07  Adjustment.  If the  outstanding  Shares of Common Stock are  increased or
decreased  or  changed  into or  exchanged  for a  different  number  or kind of
securities of the Bank or of another  corporation,  by reason of reorganization,
merger,   consolidation,   recapitalization,   reclassification,   stock  split,
combination of securities or dividend payable in corporate  securities,  then an
appropriate  adjustment  shall be made by the Board in the  number,  kind and/or
price of Shares with respect to which  Options may be granted under the Plan. In
addition, the Board shall make appropriate adjustment in the number, kind and/or
price of  Shares as to which  outstanding  Options,  or  portions  thereof  then
unexercised,  shall be  exercisable.  In the event of any such  adjustment,  the
exercise price of any Option, the performance objectives,  restrictions or other
terms and  conditions  of any Option and the  Shares  issuable  under any Option
shall be adjusted  as and to the extent  appropriate,  in the sole and  absolute
discretion of the Board, to provide each Participant with substantially the same
relative rights before and after such adjustment to the extent practical.

8.08  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,  with  such  withholding  being  effected  in the  manner
determined by the Committee.

8.09 No Right to Continued Employment.  No Participant under the Plan shall have
any implicit  right to continue in the employ of the Bank for any period of time
because of his or her participation in the Plan.


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<PAGE>

8.10 No Right as Shareholder.  No Participant or Qualified Person shall have the
rights of a shareholder  with respect to the Shares  covered by an Option unless
and until  such time as 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.

8.11 Amendment of the Plan. In accordance with all applicable law, the Board may
amend the Plan from time to time in such respects as the Board deems  advisable.
No such  amendment,  however,  shall (a) change or impair an Option  without the
consent of the  Participant  or Qualified  Person  holding  that Option,  or (b)
without the prior  approval of the Bank  shareholders:  (i)  increase the limits
provided in Section 5.01 (except by adjustment under Section 7.07);  (ii) change
the class of person  eligible to receive  Options  under the Plan; or (iii) make
any other change that requires  approval of the Bank  shareholders  either under
applicable  law or to preserve the treatment of the  Incentive  Stock Options as
such under Section 422 of the Code.

8.12 Definition of Fair Market Value. 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 Common 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 par value
of the Common Stock.

8.13 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 of Common Stock 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  shares of Common Stock issued upon exercise of Stock
Options  shall  bear  a  restrictive  legend  summarizing  the  restrictions  on
transferability applicable thereto.

8.14 Fractional and Minimum  Shares.  In no event shall a fraction of a share of
Common Stock 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.

8.15  Application of Funds.  The proceeds  received by the Bank from the sale of
shares  of  Common  Stock  under the Plan  shall be used for  general  corporate
purposes.

8.16 Other  Incentives  and Plans.  Nothing in this Plan shall prohibit the Bank
from establishing other employee incentives and plans.

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


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