CHANGE IN CONTROL AGREEMENT

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

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THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made this ___ day

of __________, 200_, between Two River Community Bank (the "Bank"), a banking

corporation organized under the laws of New Jersey with its principal office at

1250 Highway 35 South, Middletown, New Jersey 07748 and _________________ (the

"Executive"), residing at _____________________________________________.

BACKGROUND

WHEREAS, the Executive is employed by the Bank;

WHEREAS, the Executive has worked diligently in his position in pursuing

the business objectives of the Bank;

WHEREAS, The Board of Directors of the Bank believes that the future

services of the Executive are of great value to the Bank, and that it is

important for the growth and development of the Bank that the Executive continue

in his position;

WHEREAS, if the Bank receives any proposal from a third person concerning

a possible business combination with, or acquisition of equities securities to

the Bank, the Board of Directors of the Bank (the "Board") believes it is

imperative that the Bank and the Board be able to rely upon the Executive to

continue in his position, and that they be able to receive and rely upon his

advice, if they request it, as to the best interests of the Bank and its

shareholders, without concern that the Executive might be distracted by the

personal uncertainties and any risks created by such a proposal;

WHEREAS, to achieve that goal, and to retain the Executive's services

prior to any such activity, the Board and the Executive have agreed to enter

into this Agreement to govern the Executive's termination benefits in the event

of a Change in Control of the Bank, as hereinafter defined.

NOW THEREFORE, to assure the Bank that it will have the continued

dedication of the Executive and the availability of his advice and counsel

notwithstanding the possibility, threat or occurrence of a bid to take over

control of the Bank, and to induce the Executive to remain in the employ of the

Bank, and for other good and valuable consideration, the Bank and the Executive,

each intending to be legally bound hereby agree as follows:

1. Definitions.

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a. Cause. For purposes of this Agreement, "Cause", with respect

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to the termination by the Bank of the Executive's employment

shall mean (i) the willful and continued failure by the

Executive to perform his duties for the Bank under this

Agreement after at least one warning in writing from the Board

identifying specifically any such failure; (ii) willful

misconduct of any type by the Executive, including, but not

limited to, the disclosure or improper use of confidential

information under Section 11 of this

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Agreement, which causes material injury to the Bank, as

specified in a written notice to the Executive from the Board;

or (iii) the Executive's conviction of a crime (other than a

traffic violation), habitual drunkenness, drug abuse, or

excessive absenteeism (other than for illness), after a

warning (with respect to drunkenness or absenteeism only) in

writing from the Board to refrain from such behavior. No act

or failure to act on the part of the Executive shall be

considered willful unless done, or omitted to be done, by the

Executive not in good faith and without reasonable belief that

the action or omission was in the best interest of the Bank.

b. Change in Control. "Change in Control" shall mean the

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occurrence of any of the following events:

i. The Bank acquires actual knowledge that any person, as

such term is used in Sections 13 (d) and 14 (d) (2) of

the Securities and Exchange Act of 1934 (the "Exchange

Act"), other than an affiliate of the Bank or an

employee benefit plan established or maintained by the

Bank or any of its affiliates, is or becomes the

beneficial owner (as defined in Rule 13d-3 of the

Exchange Act) directly or indirectly, of securities of

the Bank representing more than twenty-five percent

(25%) of the combined voting power of the Bank's then

outstanding securities (a "Control Person"); provided

that no person shall be considered a Control Person for

purposes of this paragraph (1) if such person acquires

in excess of twenty-five percent (25%) of the combined

voting power of the Bank's then outstanding voting

securities in violation of law and, by order of a court

of competent jurisdiction, settlement or otherwise,

subsequently disposes or is required to dispose of all

Bank securities acquired in violation of law.

ii. Upon the first purchase of the Bank's common stock

pursuant to a tender or exchange offer (other than a

tender or exchange offer made by the Bank or an employee

benefit plan established or maintained by the Bank or

any of its affiliates).

iii. Upon the approval by the Bank's shareholders of (A) a

merger, combination, or consolidation of the Bank with

or into another entity (other than a merger or

consolidation the definitive agreement for which

provides that at least two-thirds of the directors of

the surviving or resulting entity immediately after the

transaction arc Continuing Directors (as hereinafter

defined) (a "Non-Control Transaction"), (B) a sale or

disposition of all or substantially all of the Bank's

assets or (C) a plan of liquidation or dissolution of

the Bank.

iv. If during any period of two (2) consecutive years,

individuals who at the beginning of such period

constitute the board of directors of

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the Bank (the "Continuing Directors") cease for any

reason to constitute at least two-thirds thereof or,

following a Non-Control Transaction, two-thirds of the

board of directors of the surviving or resulting entity;

provided that any individual whose election or

nomination for election as a member of the board of

directors of the Bank (or, following a Non-Control

Transaction, the board of directors of the surviving or

resulting entity) was approved by a vote of at least

two-thirds of the Continuing Directors then in office

shall be considered a Continuing Director.

v. Upon a sale of (A) common stock of the Bank if after

such sale any person (as such term is used in Sections

13(d) and 14(d)(2) of the Exchange Act) other than an

employee benefit plan established or maintained by the

Bank or an affiliate of the Bank, owns a majority of the

Bank's common stock or (B) all or substantially all of

the Bank's assets (other than in the ordinary course of

business).

c. Contract Period. "Contract Period" shall mean the period

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commencing the day immediately preceding a Change in Control

and ending on the earlier of (i) the third anniversary of the

Change in Control or (ii) the date the Executive would attain

age 65 or (iii) the death of the Executive.

d. Good Reason. When used with reference to a voluntary

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termination by the Executive of his employment with the Bank,

"Good Reason" shall mean any of the following, if taken

without the Executive's express written consent:

i. The assignment to the Executive of any duties

inconsistent with, or the reduction of powers or

functions associated with, the Executive's position,

title, duties, responsibilities and status with the Bank

immediately prior to a Change in Control; or any removal

of the Executive from, or any failure to re-elect the

Executive to, any position(s) or office(s) the Executive

held immediately prior to such Change in Control. A

change in position, title, duties, responsibilities and

status or position(s) or office(s) resulting merely from

a merger of the Batik into or with another bank or

company shall not meet the requirements of this

paragraph if, and only if, the Executive's new title and

responsibilities are accepted in writing by the

Executive, in the sole discretion of the Executive.

ii. A reduction by the Bank in the Executive's annual base

compensation as in effect immediately prior to a Change

in Control or the failure to award the Executive annual

increases in accordance herewith.

iii. A failure by the Bank to continue any bonus plan in

which the Executive participated immediately prior to

the Change in Control

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or a failure by the Bank to continue the Executive as a

participant in such plan on at least the same basis as

the Executive participate in such plan prior to the

Change in Control.

iv. The Bank's transfer of the Executive to another

geographic location outside of New Jersey or more than

25 miles from his present office location, except for

required travel on the Bank's business to an extent

substantially consistent with the Executive's business

travel obligations immediately prior to such Change in

Control.

v. The failure by the Bank to continue in effect any

employee benefit plan, program or arrangement

(including, without limitation any 401(k) plan, stock

option plan, life insurance plan, health and accident

plan, or disability plan) in which the Executive is

participating immediately prior to a Change in Control

(except that the Bank may institute or continue plans,

programs or arrangements providing the Executive with

substantially similar benefits); the taking of any

action by the Bank which would adversely affect the

Executive's participation in or materially reduce the

Executive's benefits under any of such plans, programs

or arrangements; the failure to continue, or the taking

of any action which would deprive the Executive of any

material fringe benefit enjoyed by the Executive

immediately prior to such Change in Control; or the

failure by the Bank to provide the Executive with the

number of paid vacation days to which the Executive was

entitled immediately prior to such Change in Control.

vi. The failure by the Bank to obtain an enforceable

assumption in writing by (i) any entity which is the

acquiring entity or successor to the Bank in a Change in

Control or, (ii) if the acquiring entity or successor to

the Bank is a bank, the holding company parent of the

acquiring entity or successor, of this Agreement and the

obligations of the Bank to perform this Agreement, and

to provide such assumption to the Executive prior to any

Change in Control.

vii. Any purported termination of the Executive's employment

by the Bank during the term of this Agreement which is

not effected pursuant to all of the requirements of this

Agreement; and, for purposes of this Agreement, no such

purported termination shall be effective.

2. Employment. The Bank hereby agrees to employ the Executive, and the

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Executive hereby accepts employment, during the Contract Period upon

the terms and conditions set forth herein.

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3. Position. During the Contract Period the Executive shall be employed

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as the ___________________________ of the Bank, or such other

corporate or divisional profit center as shall then be the principal

successor to the business, assets and properties of the Bank, with

the same title and the same duties and responsibilities as before

the Change in Control. The Executive shall devote his full time and

attention to the business of the Bank, and shall not during the

Contract period be engaged in any other business activity.

This paragraph shall not be construed as preventing the Executive

from managing any investments of his which do not requ