EXHIBIT 4(c)

                               UNITY BANCORP, INC.
                             1998 STOCK OPTION PLAN


SECTION 1.  PURPOSE

     The Unity Bancorp, Inc. 1998 Stock Option Plan (the "Plan") is hereby
established to foster and promote the long-term success of Unity Bancorp, Inc.
(the "Corporation") and its shareholders by providing directors and officers of
the Corporation with an equity interest in the Corporation. The Plan will assist
the Corporation in attracting and retaining the highest quality of experienced
persons as directors and officers and in aligning the interests of such persons
more closely with the interests of the Corporation's shareholders by encouraging
such parties to maintain an equity interest in the Corporation.

SECTION 2. DEFINITIONS

     Capitalized terms not specifically defined elsewhere herein shall have the
following meaning:

     "Act" means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.

     "Board" means the Board of Directors of the Corporation.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

     "Common Stock" or "Stock" means the common stock, no par value, of the
Corporation.

     "Corporation" means Unity Bancorp, Inc. and any present or future
subsidiary corporations of Unity Bancorp, Inc. (as defined in Section 424(f) of
the Code) or any successor to such corporations.

     "Disability" shall mean permanent and total disability which if a
Participant were an employee of the Corporation would be treated as a total
disability under the terms of the Corporation's long-term disability plan for
employees as in effect from time to time; provided, however, with respect to a
Participant who has been granted an Incentive Stock Option such term shall have
the meaning set forth in Section 422(e)(3) of the Code.

     "Fair Market Value" means, with respect to shares of Common Stock, the fair
market value as determined by the Board of Directors in good faith and in a
manner established by the Board from time to time; provided, however, so long as
the shares of Common Stock are last sale reported securities, then the "fair
market value" of such shares on any date shall be the closing


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price reported in the consolidated reporting system, on the business day
immediately preceding the date in question, as reported on the American Stock
Exchange.

     "Incentive Stock Option" means an option to purchase shares of Common Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.

     "Non-Employee Director" shall have the meaning ascribed to such term under
Securities and Exchange Commission Rule 16b-3(b)(3).

     "Non-Qualified Stock Option" means an option to purchase shares of Common
Stock granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.

     "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

     "Participant" means a member of the Board of Directors or employee of the
Corporation selected by the Board to receive an Option under the Plan.

     "Plan" means the Unity Bancorp, Inc. 1998 Stock Option Plan.

     "Retirement," with regard to an employee, means termination of employment
in accordance with the retirement provisions of any retirement or pension plan
maintained by the Corporation or any of its subsidiaries. With regard to a
Non-Employee Director, "Retirement" shall mean cessation of service on the
Corporation's Board of Directors after age 60 with at least 10 years of service
as a member of the Corporation's Board of Directors. For purposes of this
provision, service on the Board of Directors of First Community Bank shall be
deemed to be service on the Board of Directors of the Corporation.

     "Termination for Cause" means termination because of Participant's
intentional failure to perform stated duties, personal dishonesty, willful
violation of any law, rule regulation (other than traffic violations or similar
offenses) or final cease and desist order issued by any regulatory agency having
jurisdiction over the Participant or the Corporation.

SECTION 3. ADMINISTRATION

     (a) The Plan shall be administered by the Board of Directors. Among other
things, the Board of Directors shall have authority, subject to the terms of the
Plan, to grant Options, to determine the individuals to whom and the time or
times at which Options maybe granted, to determine whether such Options are to
be Incentive Options or Non-Qualified Stock Options (subject to the requirements
of the Code), to determine the terms and conditions of any Option granted
hereunder, and the exercise price thereof.

     (b) Subject to the other provisions of the Plan, the Board of Directors
shall have authority to adopt, amend, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, to interpret


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the provisions of the Plan and any Option and to decide all disputes arising in
connection with the Plan. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option agreement
in the manner and to the extent it shall deem appropriate to carry the Plan into
effect, in its sole and absolute discretion. The Board's decision and
interpretations shall be final and binding. Any action of the Board with respect
to the administration of the Plan shall be taken pursuant to a majority vote or
by the unanimous written consent of its members.

     (c) The Board of Directors may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent.

SECTION 4. ELIGIBILITY AND PARTICIPATION

     Officers, employees and members of the Board of Directors of the
Corporation shall be eligible to participate in the Plan. The Participants under
the Plan shall be selected from time to time by the Board of Directors, in its
sole discretion, from among those eligible, and the Board shall determine in its
sole discretion the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.

SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS

     (a) The maximum number of shares of Common Stock which maybe issued and
purchased pursuant to Options granted under the Plan is 150,000, subject to the
adjustments as provided in Section 5 and Section 9, to the extent applicable. If
an Option granted under this Plan expires or terminates before exercise or is
forfeited for any reason, without a payment in the form of Common Stock being
granted to the Participant, the shares of Common Stock subject to such Option,
to the extent of such expiration, termination or forfeiture, shall again be
available for subsequent Option grant under Plan. Shares of Common Stock issued
under the Plan may consist in whole or in part of authorized but unissued shares
or treasury shares.

     (b) In the event that the Board of Directors determines, in its sole
discretion, that any stock dividend, stock split, reverse stock split or
combination, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted or made available under the Plan to Participants, the
Board shall have the right to proportionately and appropriately adjust equitably
any or all of (i) the maximum number and kind of shares of Common Stock in
respect of which Options maybe granted under the Plan to Participants, (ii) the
number and kind of shares of Common Stock subject to outstanding Options held by
Participants, and (iii) the exercise price


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with respect to any Options held by Participants, without changing the aggregate
purchase price as to which such Options remains exercisable, and if considered
appropriate, the Board may make provision for a cash payment with respect to any
outstanding Options held by a Participant, provided that no adjustment shall be
made pursuant to this Section if such adjustment would cause the Plan to fail to
comply with Section 422 of the Code with regard to any Incentive Stock Options
granted hereunder. No fractional Shares shall be issued on account of any such
adjustment.

     (c) Any adjustments under this Section will be made by the Board of
Directors, whose determination as to what adjustments, if any, will be made and
the extent thereof will be final, binding and conclusive.

SECTION 6. NON-QUALIFIED STOCK OPTIONS

     6.1 GRANT OF NON-QUALIFIED STOCK OPTIONS.

     The Board of Directors may, from time to time, grant Non-Qualified Stock
Options to Participants upon such terms and conditions as the Board of Directors
may determine. Non-Qualified Stock Options granted under this Plan are subject
to the following terms and conditions:

     (a) PRICE. The purchase price per share of Common Stock deliverable upon
the exercise of each Non-Qualified Stock Option shall be determined by the Board
of Directors on the date the option is granted. Such purchase price shall not be
less than eighty-five percent (85%) of the Fair Market Value of the Common Stock
on the date of grant. Shares maybe purchased only upon full payment of the
purchase price. Payment of the purchase price maybe made, in whole or in part,
through the surrender of shares of the Common Stock at the Fair Market Value of
such shares on the date of surrender.

     (b) TERMS OF OPTIONS. The term during which each Non-Qualified Stock Option
maybe exercised shall be determined by the Board of Directors, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more than
ten (10) years from the date of grant. No Non-Qualified Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.

     (c) TERMINATION OF SERVICE. Except as provided in Section 6.1(d) hereof,
unless otherwise determined by the Board of Directors, upon the termination of a
Participant's service as an employee or member of the Board of Directors for any
reason other than Disability, death or Termination for Cause, the Participant's
Non-Qualified Stock Options shall be exercisable only as to those shares which
were immediately exercisable by the Participant at the date of termination and
only for a period of three months following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the award
of an Option, in the event of Termination for Cause, all rights under the
Participant's Non-Qualified Stock Options shall expire upon termination. In the
event of death or termination of service as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether


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or not exercisable at such time, shall be exercisable by the Participant or his
legal representatives or beneficiaries of the Participant for one year or such
longer period as determined by the Board following the date of the Participant's
death or termination of service due to Disability, provided that in no event
shall the period extend beyond the expiration of the Non-Qualified Stock Option
term.

     (d) EXCEPTION FOR RETIREMENT. Notwithstanding the general rule contained in
Section 6.1(c) above, all options are exercisable held by a Participant whose
employment with the Corporation terminates due to Retirement maybe exercised for
the lesser of (i) the remaining term of the option, or (ii) twelve (12) months.

     (e) TERMINATION OF SERVICE UPON A CHANGE IN CONTROL. Upon the termination
of a Participant's service as an employee or member of the Board of Directors in
connection with a change in control of the Corporation (as defined below), the
Participant's Non-Qualified Stock Options shall be exercisable, regardless of
their then remaining term, for a period of 12 months. For purposes of this
provision, the term "change in control of the Corporation" shall mean a
reorganization, merger, consolidation or sale of all or substantially all of the
assets of the Corporation, or similar transaction in which the Corporation is
not the surviving entity.

SECTION 7. INCENTIVE STOCK OPTIONS

     7.1 GRANT OF INCENTIVE STOCK OPTIONS.

     The Board of Directors may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted pursuant to the
Plan shall be subject to the following terms and conditions:

     (a) PRICE. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the date of
grant. However, if a Participant owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Common Stock, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the Common Stock on the date of grant. Shares maybe
purchased only upon payment of the full purchase price. Payment of the purchase
price maybe made, in whole or in part, through the surrender of shares of the
Common Stock at the Fair Market Value of such shares on the date of surrender.

     (b) AMOUNTS OF OPTIONS. Incentive Stock Options maybe granted to any
eligible employee in such amounts as determined by the Board of Directors. In
the case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year shall
not exceed $100,000. The provisions of this Section 7.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code and the regulations,
if any, promulgated thereunder. To the extent an award is in excess of such
limit, it shall be deemed a Non-Qualified


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Stock Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified options.

     (c) TERMS OF OPTIONS. The term during which each Incentive Stock Option
maybe exercised shall be determined by the Board of Directors, but in no event
shall an Incentive Stock Option be exercisable in whole or in part more than ten
(10) years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Common Stock representing more than
ten percent (10%) of the total combined voting power of the Corporation (or,
under Section 422(d) of the Code, is deemed to own Common Stock representing
more than ten percent (10%) of the total combined voting power of all such
classes of Common Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister, spouse, ancestor
or lineal descendent of such employee, or by or for any corporation,
partnership, estate or trust of which such employee is a shareholder, partner or
beneficiary), the Incentive Stock Option granted to such employee shall not be
exercisable after the expiration of five years from the date of grant. No
Incentive Stock Option granted under this Plan is transferable except by will or
the laws of descent and distribution.

     (d) TERMINATION OF EMPLOYMENT. Except as provided in Section 7.1(e) hereof,
upon the termination of a Participant's service for any reason other than
Disability, death or Termination for Cause, the Participant's Incentive Stock
Options which are then exercisable at the date of termination may only be
exercised by the Participant for a period of three months following termination,
after which time they shall be void. Notwithstanding any provisions set forth
herein nor contained in any Agreement relating to an award of an Option, in the
event of Termination for Cause all rights under the Participant's Incentive
Stock Options shall expire immediately upon termination.

     Unless otherwise determined by the Board of Directors, in the event of
death or termination of service as a result of Disability of any Participant,
all Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's legal
representatives or the beneficiaries of the Participant for one year following
the date of the Participant's death or termination of employment as a result of
Disability. In no event shall the exercise period extend beyond the expiration
of the Incentive Stock Option term.


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     (e) EXCEPTION FOR RETIREMENT.

     (i) Notwithstanding the general rule contained in Section 7.1(d) above, all
options held by a Participant whose employment with the Corporation terminates
due to Retirement maybe exercised for the lesser of (i) the remaining term of
the option or (ii) twelve (12) months. Any Incentive Stock Option exercised more
than three (3) months after a Participant's Retirement will be treated as a
Non-Qualified Stock Option.

     (ii) Notwithstanding the general rule contained in Section 7.1(d) above, in
the event a Participant's employment with the Corporation terminates as a result
of a Change in Control of the Corporation (as defined in Section 6.1(e))
hereunder, a Participant may continue to exercise any Options then held,
regardless of their remaining term, for a period of 12 months after the date of
such Change in Control. To the extent that this provision would permit any
Incentive Stock Option to be exercised more than three months after a
Participant's cessation of employment, such Options shall be treated as a
Non-Qualified Stock Option hereunder.

     (f) COMPLIANCE WITH CODE. The options granted under this Section 7 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in the
event that he disposes of Common Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he received
Common Stock upon the exercise of an Incentive Stock Option and shall comply
with any other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.

SECTION 8. EXTENSION

     The Board of Directors may, in its sole discretion, extend the dates during
which all or any particular Option or Options granted under the Plan maybe
exercised; provided, however, that no such extension shall be permitted if it
would cause Incentive Stock Options issued under the Plan to fail to comply with
Section 422 of the Code.

SECTION 9. GENERAL PROVISIONS APPLICABLE TO OPTIONS

     (a) Each Option under the Plan shall be evidenced by a writing delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Board of Directors considers necessary or advisable to achieve the purposes
of the Plan or comply with applicable tax and regulatory laws and accounting
principles.

     (b) Each Option maybe granted alone, in addition to or in relation to any
other Option. The terms of each Option need not be identical, and the Board of
Directors need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option,


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any determination with respect to an Option maybe made by the Board at the time
of grant or at any time thereafter.

     (c) In the event of a consolidation, reorganization, merger or sale of all
or substantially all of the assets of the Corporation in each case in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity or in the event of a
liquidation of the Corporation, the Board of Directors may, in its discretion,
provide for any one or more of the following actions, as to outstanding options:
(i) provide that such options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such options substituted for Incentive Stock Options
shall meet the requirements of Section 424(a) of the Code, (ii) upon written
notice to the Participants, provide that all unexercised options will terminate
immediately prior to the consummation of such transaction unless exercised (to
the extent then exercisable) by the Participant within a specified period
following the date of such notice, (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Corporation will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the Participants
equal to the difference between (A) the Merger Price times the number of shares
of Common Stock subject to such outstanding Options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Options in exchange for the termination
of such Options, and (iv) provide that all or any outstanding Options shall
become exercisable in full immediately prior to such event.

         (d) The Participant shall pay to the Corporation, or make provision
satisfactory to the Board of Directors for payment of, any taxes required by law
to be withheld in respect of Options under the Plan no later than the date of
the event creating the tax liability. In the Board's sole discretion, a
Participant (other than a Participant subject to Section 16 of the Act (a
"Section 16 Participant"), who shall be subject to the following sentence) may
elect to have such tax obligations paid, in whole or in part, in shares of
Common Stock, including shares retained from the Option creating the tax
obligation. With respect to Section 16 Participants, upon the issuance of shares
of Common Stock in respect of an Option, such number of shares issuable shall be
reduced by the number of shares necessary to satisfy such Section 16
Participant's federal, and where applicable, state withholding tax obligations.
For withholding tax purposes, the value of the shares of Common Stock shall be
the Fair Market Value on the date the withholding obligation is incurred. The
Corporation may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.

     (e) For purposes of the Plan, the following events shall not be deemed a
termination of employment of a Participant:

          (i) a transfer to the employment of the Corporation from a subsidiary
     or from the Corporation to a subsidiary, or from one subsidiary to another,
     or

          (ii) an approved leave of absence for military service or sickness, or
     for any other purpose approved by the Corporation, if the Participant's
     right to reemployment is


                                       27



     guaranteed either by a statute or by contract or under the policy pursuant
     to which the leave of absence was granted or if the Board of Directors
     otherwise so provides in writing.

     (f) The Board of Directors may at any time, and from time to time, amend,
modify or terminate the Plan or any outstanding Option held by a Participant,
including substituting therefor another Option of the same or a different type
or changing the date of exercise or realization, provided that the Participant's
consent to each action shall be required unless the Board of Directors
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

SECTION 10. MISCELLANEOUS

     (a) No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the right
to continued employment or service on the Corporation's Board of Directors. The
Corporation expressly reserves the right at any time to dismiss a Participant
free from any liability or claim under the Plan, except as expressly provided in
the applicable Option.

     (b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

     (c) Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Common Stock to be distributed under the
Plan until he or she becomes the holder thereof.

     (d) Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

     (e) No member of the Board of Directors shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor shall
any member of the Board of Directors be liable for any agreement issued pursuant
to this Plan or any grants under it. Each member of the Board of Directors shall
be indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.

     (f) Subject to the approval of the shareholders of the Corporation, the
Plan shall be effective on the date of such approval. Prior to such approval,
Options maybe granted under the Plan expressly subject to shareholder approval.

     (g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such


                                       28



approval is necessary to comply with any applicable tax laws or regulatory
requirement.

     (h) Options may not be granted under the Plan after January 1, 2008, but
then outstanding Options may extend beyond such date.

     (i) To the extent that State laws shall not have been preempted by any laws
of the United States, the Plan shall be construed, regulated, interpreted and
administered according to the other laws of the State of New Jersey.


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