Registration No. 333-______

    As filed with the Securities and Exchange Commission on January 26, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                BCB Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

        New Jersey                                       26-0065262
----------------------------------         -----------------------------------
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                104-110 Avenue C
                            Bayonne, New Jersey 07002
                    (Address of Principal Executive Offices)

                                 Donald Mindiak
                      President and Chief Executive Officer
                                104-110 Avenue C
                            Bayonne, New Jersey 07002
                     (Name and Address of Agent for Service)


                  Bayonne Community Bank 2002 Stock Option Plan
                  Bayonne Community Bank 2003 Stock Option Plan
                            (Full Title of the Plans)

                                   Copies to:

       Donald Mindiak                                Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      Bayonne Community Bank                5335 Wisconsin Ave., N.W., Suite 400
        104-110 Avenue C                            Washington, D.C. 20015
     Bayonne, New Jersey 07002                           (202) 274-2000
       (201) 823-0700



     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
Value
<S>                                 <C>              <C>                        <C>                   <C>
                                    410(4)           $ 21.00 (3)                 8,610                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                 77,022(5)            $ 8.26(2)               $636,202                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                 20,880(6)           $ 21.00 (3)              $438,480                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                187,940 (7)          $ 16.05 (2)            $3,016,437                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
         Totals                $286,252                                     $4,099,729                 $350.00
</TABLE>

================================================================================
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Bayonne  Community  Bank 2002 Stock Option Plan (the "2002 Stock Option
     Plan"),  and the Bayonne  Community  Bank 2003 Stock Option Plan (the "2003
     Stock Option Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of BCB Bancorp, Inc. pursuant to
     17 C.F.R. Section 230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     January 21, 2004, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002 Stock  Option Plan for any future  stock grants or
     awards.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002 Stock Option Plan for any stock  options that have
     been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2003 Stock  Option Plan for any future  stock grants or
     awards.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2003 Stock Option Plan for any stock  options that have
     been granted.

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 2002 Stock Option Plan
and the 2003 Stock  Option Plan  (together,  the  "Plans") as  specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act"). BCB Bancorp,  Inc. became the holding company parent of Bayonne Community
Bank in May 2003 and has a fiscal year end of December 31.

                                       2
<page>

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by BCB Bancorp,
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

     a) The Company's  Quarterly  Report on Form 10-QSB for the quarterly period
ended March 31, 2003  (Commission File No. 0-50275) filed with the Commission on
May 12, 2003,  the Company's  Quarterly  Report on Form 10-QSB for the quarterly
period  ended  June 30,  2003  (Commission  File  No.  0-50275)  filed  with the
Commission on August 11, 2003, and the Company's Quarterly Report on Form 10-QSB
for the quarterly  period ended September 30, 2003 (Commission File No. 0-50275)
filed with the Commission on November 5, 2003,  pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the  quarterly  period  covered by the most recent  Quarterly  Report on Form
10-QSB referred to in (a) above; and

     c) The  description of the Company's  common stock contained in the Current
Report on Form 8-K filed with the Commission on May 1, 2003 (Commission File No.
000-50275).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Quarterly  Reports on Form 10-QSB and Form 10-QSB to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement and the Quarterly  Reports on
Form 10-QSB and Form 10-QSB.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Quarterly Reports are delivered,  on the written or oral request of such person,
a copy of any or all of the  documents  incorporated  by  reference,  other than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed to Donald Mindiak,  President and Chief Executive Officer, BCB Bancorp,
Inc.,  104-110  Avenue C,  Bayonne,  New Jersey  07002,  telephone  number (201)
823-0700.

     All information appearing in this Registration  Statement and the Quarterly
Reports  on  Forms   10-QSB  is  qualified  in  its  entirety  by  the  detailed
information,   including  financial  statements,   appearing  in  the  documents
incorporated herein or therein by reference.

Item 4.  Description of Securities

         Not applicable.

                                       3
<page>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VII of the Certificate of Incorporation  of BCB Bancorp,  Inc. (for
purposes of this Item 6, the "Corporation") set forth  circumstances under which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they incur in their capacities as such:

         Article VII:

     The  Corporation  shall  indemnify its officers,  directors,  employees and
agents and former  officers,  directors,  employees  and  agents,  and any other
persons  serving at the  request of the  Corporation  as an  officer,  director,
employee  or agent  of  another  corporation,  association,  partnership,  joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees,  judgments,  fines and amounts paid in settlement)  incurred in connection
with any pending or threatened  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative or investigative,  with respect to which such officer,
director,  employee, agent or other person is party, or is threatened to be made
a party,  to the full extent  permitted by the New Jersey  Business  Corporation
Act. The  indemnification  provided herein (i) shall not be deemed  exclusive of
any other  right to which any person  seeking  indemnification  may be  entitled
under any by-law,  agreement, or vote of shareholders of disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in any other  capacity,  and (ii)  shall  insure to the  benefit  of the  heirs,
executors, and the administrators of any such person. The Corporation shall have
the power,  but shall not be  obligated,  to purchase and maintain  insurance on
behalf of any person or persons  enumerated above against any liability asserted
against  or  incurred  by them or any of them  arising  out of their  status  as
corporate  directors,   officers,  employees,  or  agents  whether  or  not  the
Corporation  would have the power to indemnify them against such liability under
the provisions of this article.

     The  Corporation  shall,  from time to time,  reimburse  or  advance to any
person  referred to in this article the funds necessary for payment of expenses,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication  adverse to the director or officer establishes that the director's
or officer's  acts or omissions  (i)  constitute a breach of the  director's  or
officer's duty of loyalty to the corporation or its shareholders,  (ii) were not
in good faith,  (iii) involved a knowing  violation of law, (iv) resulted in the
director  or  officer  receiving  an  improper  personal  benefit,  or (v)  were
otherwise  of such a  character  that New  Jersey  law would  require  that such
amount(s) be repaid.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
<page>


Item 8.  List of Exhibits.

 Regulation S-K                                       Reference to Prior Filing
 Exhibit Number                                       or Exhibit No. attached
                   Document                           hereto

4     Form of Common Stock Certificate                                      *

5     Opinion of Luse Gorman Pomerenk & Schick, P.C.                Exhibit 5

10.1  Bayonne Community Bank 2002 Stock Option Plan                      10.1

10.2  Bayonne Community Bank 2003 Stock Option Plan                      10.2

24    Power of Attorney                              Contained on Signature Page

*    Incorporated  by reference  to Exhibit 4 to the Current  Report on Form 8-K
     (Commission File No. 000-50275),  originally filed by the Company under the
     Exchange Act of 1934 with the Commission on May 1, 2003, and all amendments
     or reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Bayonne, New Jersey, on this 23rd day
of January, 2004.

                                           BCB BANCORP, INC.

                                  By:     /s/ Donald Mindiak
                                          ------------------------------
                                          Donald Mindiak
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and  officers of BCB  Bancorp,  Inc.  (the
"Company")  hereby  severally  constitute and appoint Donald Mindiak as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Donald  Mindiak  may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the  registration of common stock underlying the
Bayonne  Community  Bank 2002 Stock Option Plan and the Bayonne  Community  Bank
2003 Stock Option Plan,  including  specifically,  but not limited to, power and
authority  to sign for us in our  names in the  capacities  indicated  below the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  approve,  ratify and confirm all that said
Donald Mindiak shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                          Title                               Date

/s/ Donald Mindiak              President and Chief Executive  January 23, 2004
---------------------------     Officer (Principal Executive
Donald Mindiak                  Officer)


/s/ Thomas M. Coughlin           Chief Operating Officer       January 23, 2004
---------------------------      and Chief Financial Officer
Thomas M. Coughlin               (Principal Financial and
                                    Accounting Officer)


/s/ Robert Ballance                        Director            January 23, 2004
---------------------------
Robert Ballance


/s/ Judith Q. Bielan                       Director            January 23, 2004
---------------------------
Judith Q. Bielan, Esq.


/s/ Joseph J. Brogan                       Director            January 23, 2004
---------------------------
Joseph J. Brogan


/s/ James Collins                          Director            January 23, 2004
---------------------------
James Collins

                                       6
<page>

/s/ Donald S. Cymbor                       Director            January 23, 2004
---------------------------
Donald S. Cymbor


/s/ Robert G. Doria                        Director            January 23, 2004
---------------------------
Robert G. Doria, C.P.A.


/s/ Phyllis Wasserman                      Director            January 23, 2004
---------------------------
Phyllis Wasserman Garelick


/s/ Mark D. Hogan                   Chairman of the Board      January 23, 2004
------------------
Mark D. Hogan, C.P.A.


/s/ John J. Hughes                          Director           January 23, 2004
---------------------------
John J. Hughes


/s/ Joseph Lyga                             Director           January 23, 2004
---------------------------
Joseph Lyga


/s/ Dr. Gary Maita                          Director           January 23, 2004
---------------------------
Dr. Gary Maita


/s/ H. Mickey McCabe                        Director           January 23, 2004
---------------------------
H. Mickey McCabe


/s/ Alexander Pasiechnik                    Director           January 23, 2004
---------------------------
Alexander Pasiechnik


/s/ Dr. August Pellegrini, Jr.              Director           January 23, 2004
------------------------------
Dr. August Pellegrini, Jr.


/s/ Kenneth Poesl                           Director           January 23, 2004
---------------------------
Kenneth R. Poesl


/s/ Joseph Tagliareni                       Director           January 23, 2004
---------------------------
Joseph Tagliareni

                                       7


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4 to
     the Current Report on Form 8-K (Commission File No. 000-50275),  originally
     filed by the Company under the Exchange Act of 1934 with the  Commission on
     May 1,  2003,  and all  amendments  or  reports  filed for the  purpose  of
     updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10.1 Bayonne Community Bank 2002 Stock Option Plan

10.2 Bayonne Community Bank 2003 Stock Option Plan

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

------------------

                                       8


<PAGE>



                                    Exhibit 5

<PAGE>





(202) 274-2000

January 23, 2004

Board of Directors
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002

          Re:      BCB Bancorp, Inc.
                   Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of common  stock,  no par value (the "Common
Stock"),  of BCB Bancorp,  Inc. (the  "Company")  issued pursuant to the Bayonne
Community Bank 2002 Stock Option Plan and the Bayonne  Community Bank 2003 Stock
Option Plan (together, the "Plans").

     In rendering the opinion expressed herein, we have reviewed the Certificate
of Incorporation of the Company, the Plans, the Company's Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing  the  Company.   We  have  assumed  the  authenticity,   accuracy  and
completeness of all documents in connection with the opinion  expressed  herein.
We have also assumed the legal  capacity and  genuineness  of the  signatures of
persons  signing all documents in connection  with which the opinions  expressed
herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and conditions of the Plans,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,


                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation



<PAGE>


                                  Exhibit 10.1

<PAGE>


                             BAYONNE COMMUNITY BANK

                             2002 STOCK OPTION PLAN

1.       Purpose

     The purpose of the Bayonne  Community  Bank ("Bank") 2002 Stock Option Plan
(the  "Plan") is to advance the  interests of the Bank and its  stockholders  by
providing Key Employees  and Outside  Directors of the Bank and its  Affiliates,
upon whose  judgment,  initiative  and  efforts  the  successful  conduct of the
business of the Bank and its  Affiliates  largely  depends,  with an  additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section  424(e) or 424(f),  respectively,
of the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Reload Options,  Limited Rights,  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board" or "Board of Directors" means the board of directors of the Bank or
its Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Bank or an Affiliate.

     "Change in Control" of the Bank or the Company shall mean:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or substantially all of the assets of the Bank or the Company,  or a similar
transaction  in which the Bank or the  Company is not the  resulting  entity and
that is not  approved by a majority of the Board of Directors of the Bank or the
Company;

     (2)  individuals who constitute the Incumbent Board cease for any reason to
constitute  a majority  thereof;  provided  that any person  becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-fourths of the directors composing the Incumbent Board or whose nomination
for  election by the Bank's  stockholders  or members  was  approved by the same
nominating committee serving under the Incumbent Board shall be, for purposes of
this Section, considered as though he were a member of the Incumbent Board; or

     (3) an  acquisition  of  "control" of the Bank or the Company as defined in
the Bank  Holding  Company Act of 1956,  as amended,  and  applicable  rules and
regulations  promulgated  thereunder  as in effect at the time of the  Change in
Control  (collectively,  the "BHCA"), as determined by the Board of Directors of
the Bank or the Company; or

     (4) an acquisition of the Bank's stock requiring submission of notice under
the change in Bank  Control  Act;  provided,  however,  that a Change in Control
shall not be deemed to have  occurred  under (1),  (3) or (4) of this section if
the transaction(s) constituting a Change in Control is approved by a majority of
the Board of Directors of the Bank.

                                       1
<page>

     (5) an event of a nature  that would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act"),  or results in a Change in Control of the Bank or the  Company
within the  meaning of the BHCA;  or (b) without  limitation  shall be deemed to
have  occurred at such time as (i) any  "person" (as the term is used in Section
13(d) and 14(d) of the  Exchange  Act) is or  becomes a  "beneficial  owner" (as
defined  in Rule  13-d  under the  Exchange  Act)  directly  or  indirectly,  of
securities  of the  Bank  representing  25% or  more of the  Bank's  outstanding
securities  ordinarily  having the right to vote at the  election  of  directors
except for any securities  purchased by the Bank's employee stock ownership plan
and trust,  (ii) a proxy statement  soliciting  proxies from stockholders of the
Bank,  by  someone  other  than the  current  management  of the  Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or similar  transaction with one or more  corporations as a result of which
the  outstanding  shares of the class of securities  then subject to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued  by the  Bank,  or  (iii) a  tender  offer is made for 25% or more of the
voting  securities of the Bank and the  shareholders  owning  beneficially or of
record 25% or more of the  outstanding  securities  of the Bank have tendered or
offered to sell their  shares  pursuant to such tender  offer and such  tendered
shares have been accepted by the tender offer or.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a Committee of the Board consisting of either (i) two or
more Non-Employee Directors of the Bank, or (ii) the entire Board of the Bank.

     "Common  Stock"  means  shares of the common  stock of the Bank,  par value
$5.00 per share, or common stock of the Company.

     "Company" means any company that may be formed by the Bank to be the Bank's
holding company.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service with the Bank or an Affiliate. Continuous Service shall also mean
a  continuation  as a member of the Board of Directors  following a cessation of
employment as a Key Employee.  In the case of a Key Employee,  employment  shall
not be considered  interrupted in the case of sick leave,  military leave or any
other leave of absence approved by the Bank or in the case of transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of said employee's lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 10 hereof.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Bank's stockholders.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain date, the reported  closing price of the Common Stock on the day prior
to such date as reported by the Nasdaq  Stock  Market (as  published by The Wall
Street  Journal,  if  published),  or if the Common Stock was not traded on such
date,  then on the next  preceding  day on which the  Common  Stock was  traded;
provided,  however, that if the Common Stock is not reported on the Nasdaq Stock
Market,  Fair Market Value shall mean the price for which shares of Common Stock
have been sold in any stock offering  completed by the Bank within 90 days prior
to the date as of which Fair  Market  Value is to be  determined,  or if no such
offering has been  conducted then the average sale price of all shares of Common
Stock sold during the 30-day period immediately preceding the date on which such
stock option was  granted,  and if no shares of stock have been sold within such
30-day  period,  the average  sale price of the last three sales of Common Stock
sold during the 90-day period immediately preceding the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

                                       2
<page>

     "Incentive  Stock  Option"  means an Option  granted by the  Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 8.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside  Director  or (ii) to any other  Participant  and such  Option is
either (A) not designated by the Committee as an Incentive Stock Option,  or (B)
fails to satisfy the  requirements  of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is not employed by the Bank or an Affiliate;  (b) does not receive  compensation
directly or  indirectly  as a  consultant  (or in any other  capacity  than as a
Director)  greater than $60,000;  (c) does not have an interest in a transaction
requiring  disclosure under Item 404(a) of Regulation S-K; or (d) is not engaged
in a business  relationship for which  disclosure would be required  pursuant to
Item 404(b) of Regulation S-K.

     "Normal Retirement" means for a Key Employee, retirement at 60 years of age
or at the  normal  or  early  retirement  date set  forth  in any of the  Bank's
tax-qualified  employee benefit plans. Normal Retirement for an Outside Director
means a cessation of service on the Board of Directors for any reason other than
removal  for Cause for a founding  director at any time,  and for other  Outside
Directors,  after reaching 65 years of age and  maintaining at least 10 years of
Continuous Service.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Bank or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means a Key Employee or Outside  Director of the Bank or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option"  means  an  option  to  acquire  shares  of  Common  Stock
equivalent to the shares (i) used by a Participant to pay for an Option, or (ii)
deducted  from any  distribution  in order to satisfy  income tax required to be
withheld, based upon the terms set forth in Section 19.

     "Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist order, any of which results in material loss to the Bank or one
of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

                                       3
<page>

     All  transactions  involving a grant,  award or other  acquisition from the
Bank shall:

     (a) be approved by the Bank's full Board or by the Committee; or

     (b) be approved, or ratified, in compliance with Section 14 of the Exchange
Act,  by either:  the  affirmative  vote of the  holders  of a  majority  of the
securities  present,  or represented and entitled to vote at a meeting duly held
in accordance with the laws of the state in which the Bank is  incorporated;  or
the written consent of the holders of a majority of the securities of the issuer
entitled to vote provided that such  ratification  occurs no later than the date
of the next annual meeting of shareholders; or

     (c) result in the acquisition of an Option or Limited Right that is held by
the  Participant  for a  period  of  six  months  following  the  date  of  such
acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Dividend Equivalent Rights and (e) Reload Options.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares reserved for issuance under the Plan is 127,988 shares,  provided that no
more than 63,994  Non-Statutory  Stock Options may be granted under the Plan. To
the extent that  Options or rights  granted  under the Plan are  exercised,  the
shares  covered will be  unavailable  for future  grants under the Plan;  to the
extent that Options,  together with any related  rights  granted under the Plan,
terminate,  expire or are canceled without having been exercised or, in the case
of Limited  Rights  exercised  for cash,  new Awards may be made with respect to
these  shares.  In  addition,  any shares  that are used for the full or partial
payment of the exercise  price of any option in connection  with a Reload Option
will not be counted as issued  under the Plan and will be  available  for future
grants under the Plan.

6.       Eligibility

     Key Employees of the Bank and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory Stock Options,  Limited Rights, Dividend
Equivalent Rights and/or Reload Options under the Plan.  Outside Directors shall
be eligible to receive  Non-Statutory Stock Options,  Dividend Equivalent Rights
and Reload Options under the Plan.

7.       Non-Statutory Stock Options

     (a) Grants to Outside Directors and Key Employees.  The Committee may, from
time to time,  grant  Non-Statutory  Stock Options to eligible Key Employees and
Outside  Directors,  and,  upon such terms and  conditions  as the Committee may
determine,  grant Non-Statutory Stock Options in exchange for and upon surrender
of previously granted Awards under the Plan. Non-Statutory Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions set forth in this Section 7.

     (b) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise  and  containing  the
terms and  conditions  of the option  which shall not be  inconsistent  with the
terms of the Plan.

     (c) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Bank on the date the Option is granted. Shares may be
purchased  only upon full  payment of the  purchase  price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

                                       4
<page>

     (d) Manner of Exercise and Vesting.  A  Non-Statutory  Stock Option granted
under the Plan shall vest in a  Participant  at the rate or rates  determined by
the  Committee.  A vested Option may be exercised from time to time, in whole or
in part,  by  delivering a written  notice of exercise to the President or Chief
Executive Officer of the Bank, or his designee. Such notice shall be irrevocable
and must be  accompanied by full payment of the purchase price in cash or shares
of Common  Stock at the Fair  Market  Value of such  shares,  determined  on the
exercise  date in the  manner  described  in  Section  2 hereof.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
such exercise.

     (e) Terms of Options. The term during which each Non-Statutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant.  No Options shall be earned by a Participant  unless the
Participant  maintains Continuous Service until the vesting date of such Option,
except as set forth  herein.  The  shares  comprising  each  installment  may be
purchased  in  whole  or in part at any  time  after  such  installment  becomes
purchasable. The Committee may, in its sole discretion, accelerate or extend the
time at which any  Non-Statutory  Stock  Option may be  exercised in whole or in
part by Key  Employees  and/or  Outside  Directors.  Notwithstanding  any  other
provision  of this Plan,  in the event of a Change in Control of the  Company or
the Bank,  all  Non-Statutory  Stock Options that have been awarded shall become
immediately exercisable for three years following such Change in Control.

     (f)  Termination  of Employment or Service.  Upon the  termination of a Key
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement, death, Disability, Change in Control or
Termination for Cause, the  Participant's  Non-Statutory  Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of  termination  and only for three months  following  termination.  In the
event of Termination for Cause,  all rights under a Participant's  Non-Statutory
Stock  Options shall expire upon  termination.  In the event of  termination  of
service or employment due to the Normal  Retirement,  death or Disability of any
Participant, all Non-Statutory Stock Options held by the Participant, whether or
not  exercisable at such time,  shall be  exercisable by the  Participant or his
legal  representative  or  beneficiaries  for one year following the date of his
termination due to Normal Retirement,  death or Disability,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

     (g)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee may, from time to time,  grant Incentive Stock Options to Key
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement between the Bank and the Key Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if a Key  Employee  owns stock  possessing  more than 10% of the total  combined
voting  power of all  classes of stock of the Bank or its  Affiliates  (or under
Section 424(d) of the Code is deemed to own stock  representing more than 10% of
the  total  combined  voting  power of all  classes  of stock of the Bank or its
Affiliates  by reason of the  ownership  of such  classes of stock,  directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Key Employee, or by or for any corporation, partnership, estate or trust
of which  such Key  Employee  is a  shareholder,  partner or  Beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be purchased  only upon payment of the full purchase price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

                                       5

<page>
     (c) Manner of Exercise.  Incentive  Stock  Options  granted  under the Plan
shall vest in a Participant  at the rate or rates  determined by the  Committee.
The vested  Options may be exercised  from time to time, in whole or in part, by
delivering  a written  notice of exercise to the  President  or Chief  Executive
Officer of the Bank or his  designee.  Such  notice is  irrevocable  and must be
accompanied  by full payment of the  purchase  price in cash or shares of Common
Stock at the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control,  all Incentive Stock Options that have been
awarded shall become  immediately  exercisable,  unless the  aggregate  exercise
price of the amount  exercisable  as a result of a Change in  Control,  together
with the aggregate  exercise  price of all other  Incentive  Stock Options first
exerciseable  in the year in which the Change in Control  occurs,  shall  exceed
$100,000 (determined as of the Date of Grant). In such event, the first $100,000
of  Incentive  Stock  Options  (determined  as of the  Date of  Grant)  shall be
exercisable  as Incentive  Stock Options and any excess shall be  exercisable as
Non-Statutory  Stock Options but shall remain  subject to the provisions of this
Section 8 to the extent permitted.

     (d)  Amounts of  Options.  Incentive  Stock  Options  may be granted to any
eligible Key Employee in such amounts as determined by the  Committee;  provided
that the amount granted is consistent with the terms of Section 422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an Incentive  Stock Option  awarded under the Plan to any Key Employee  shall be
50,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities of the Key Employee,  the length and value of his
or her service to the Bank or an  Affiliate,  the  compensation  paid to the Key
Employee and the  Committee's  evaluation of the  performance of the Bank, or an
Affiliate,  according  to  measurements  that may  include,  among  others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
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
(under all plans of the Bank and its Affiliates) shall not exceed $100,000.  The
provisions  of this Section 8(d) shall be  construed  and applied in  accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (e) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Key  Employee,  at the time an  Incentive  Stock
Option is granted to him,  owns  stock  representing  more than 10% of the total
combined  voting power of all classes of stock of the Bank or its Affiliate (or,
under Section 424(d) of the Code, is deemed to own stock  representing more than
10% of the total combined voting power of all classes of stock, by reason of the
ownership  of such  classes  of stock,  directly  or  indirectly,  by or for any
brother,  sister, spouse, ancestor or lineal descendent of such Key Employee, or
by or for any  corporation,  partnership,  estate  or trust  of  which  such Key
Employee is a shareholder,  partner or Beneficiary),  the Incentive Stock Option
granted to him shall not be exercisable  after the expiration of five years from
the Date of Grant.  Notwithstanding  any other  provision  of this Plan,  in the
event of a Change in Control of the  Company or the Bank,  all  Incentive  Stock
Options that have been awarded shall become  immediately  exercisable  for three
years following such Change in Control.

     (f)  Termination  of Employment.  Upon the  termination of a Key Employee's
service  for any reason  other than  Disability,  Normal  Retirement,  Change in
Control,  death or Termination  for Cause,  the Key Employee's  Incentive  Stock
Options  shall be  exercisable  only as to those  shares  that were  immediately
purchasable  by such  Key  Employee  at the date of  termination  and only for a
period of three months  following  termination.  In the event of Termination for
Cause,   all  rights  under  the  Incentive  Stock  Options  shall  expire  upon
termination.

                                       6

<page>

     Upon termination of a Key Employee's  employment due to Normal  Retirement,
death or  Disability,  all  Incentive  Stock  Options held by such Key Employee,
whether or not  exercisable at such time,  shall be exercisable  for a period of
one year  following the date of his cessation of employment,  provided  however,
that any such Option shall not be eligible for  treatment as an Incentive  Stock
Option in the event such Option is exercised  more than three  months  following
the date of his Normal  Retirement  or  termination  of  employment  following a
Change in Control;  and provided  further,  that no Option shall be eligible for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than one year  following  termination  of employment  due to Disability and
provided  further,  in order to obtain  Incentive  Stock  Option  treatment  for
Options exercised by heirs or devisees of an Optionee, the Optionee's death must
have  occurred  while  employed  or within  three (3) months of  termination  of
employment.  In no event shall the exercise  period extend beyond the expiration
of the Incentive Stock Option term.

     (g)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Key Employee to which it is granted.

     (h)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any  Option  to any Key  Employee,  with  respect  to all or some of the  shares
covered by such Option. Limited Rights granted under the Plan are subject to the
following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change in Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation  or  its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.      Dividend Equivalent Rights

     Simultaneously  with  the  grant of any  Option  to a  Participant,  unless
otherwise  stated,  the Committee  will grant a Dividend  Equivalent  Right with
respect to all or some of the shares covered by such Option. Dividend Equivalent
Rights  granted  under  this  Plan  are  subject  to  the  following  terms  and
conditions:

                                       7
<page>

     (a) Terms of Rights. The Dividend Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section  10(c)) per share of Common Stock  declared by the Bank.  The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the
Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. The Dividend  Equivalent Right is transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested shall promptly  receive from the Bank the amount of cash equal
to the  amount  of  the  extraordinary  dividend  per  share  of  Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  10,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the  dividend  exceeds  the  Bank's  weighted  average  cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

11.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace  Common  Stock  withheld by the Bank for  payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option except that (i) the exercise price
of the shares of Common Stock subject to the Reload Option will be determined at
the time the  original  Option is  exercised  and (ii) such  Reload  Option will
conform  to all  provisions  of the  Plan at the  time the  original  Option  is
exercised.  The Committee may grant Reload  Options that are effective only upon
the Bank's holding company reorganization.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death,  Disability or Normal Retirement,  the Participant
(or his or her personal  representative(s),  heir(s),  or devisee(s))  may, in a
form acceptable to the Committee,  make  application to surrender all or part of
the Options  held by such  Participant  in exchange  for a cash payment from the
Bank of an amount equal to the  difference  between the Fair Market Value of the
Common Stock on the date of termination of employment or the date of termination
of service on the Board and the exercise price per share of the Option.  Whether
the Committee  accepts such application or determines to make payment,  in whole
or part,  is  within  its  absolute  and  sole  discretion,  it being  expressly
understood  that  the  Committee  is  under  no  obligation  to any  Participant
whatsoever to make such payments.  In the event that the Committee  accepts such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

                                       8

<page>

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Bank written notice of the exercise of
the Option,  together with an order to a registered  broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the proceeds to the Bank to pay the Option  exercise price
and any  applicable  withholding  taxes.  If the  Participant  does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the  Optionee can give the Bank written  notice of the
exercise of the Option and the third party purchaser of the Common Stock subject
to the Option shall pay the Option  exercise price plus  applicable  withholding
taxes to the Bank.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair Market  Value of the Common  Stock on the
date prior to the date of  exercise.  No tendered  shares of Common  Stock which
were acquired by the Participant  upon the previous  exercise of an Option or as
awards under a stock award plan (such as the Bank's  Recognition  and  Retention
Plan) shall be accepted for exchange unless the Participant has held such shares
(without  restrictions  imposed  by said plan or award)  for at least six months
prior to the exchange.

14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights  and/or  Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Bank or its  Affiliates,  that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities law.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award or Dividend  Equivalent  Rights to which he would then be entitled.
Such  designation  will be made upon forms supplied by and delivered to the Bank
and may be revoked in writing. If a Participant fails effectively to designate a
Beneficiary, then his estate will be deemed to be the Beneficiary.

17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization, combination or exchange of shares, or other corporate change, or
other  increase  or  decrease  in such  shares,  without  receipt  or payment of
consideration  by the  Bank,  the  Committee  shall  make  such  adjustments  to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

                                       9

<page>

         (a)      adjustments in the aggregate number of shares of Common Stock
                  that may be awarded under the Plan;

         (b)      adjustments in the aggregate number of shares of Common Stock
                  that may be awarded to any single individual under the Plan;

         (c)      adjustments in the aggregate number of shares of Common Stock
                  covered by Awards already made under the Plan; or

         (d)      adjustments in the purchase price of outstanding Incentive
                  and/or Non-Statutory Stock Options, or any Related Options or
                  any Limited Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:

     (a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such Substitute  Options shall  constitute  securities  registered in accordance
with the  Securities  Act of 1933,  as amended  ("1933 Act") or such  securities
shall be exempt from such  registration in accordance  with Sections  3(a)(2) or
3(a)(5)  of the 1933 Act,  (collectively,  "Registered  Securities"),  or in the
alternative,  if the  securities  issuable upon the exercise of such  Substitute
Options shall not constitute  Registered  Securities,  then the Participant will
receive  upon  consummation  of the  Change in Control a cash  payment  for each
Option  surrendered equal to the difference between the (1) Fair Market Value of
the consideration to be received for each share of Common Stock in the Change in
Control times the number of shares of Common Stock  subject to such  surrendered
Options,  and (2) the aggregate exercise price of all such surrendered  Options,
or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, 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  Options  held  by each  Optionee  (to the  extent  then
exercisable  at prices not in excess of the Merger  Price) and (B) the aggregate
exercise price of all such surrendered  Options in exchange for such surrendered
Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the minimum amount of tax required by any governmental  authority
to be withheld. Shares of Common Stock shall be withheld where required from any
distribution of Common Stock.

20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect,  or modify or amend an Award  received by Key  Employees  and/or
Outside Directors; provided, however, that no such termination,  modification or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Bank.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors   following   approval  of  the  Plan  by  the  Bank's
stockholders.

10

<page>
22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related Rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

23.      Successors and Assigns

     This  Plan  shall be  binding  on the Bank,  its  successors  and  assigns,
including  any   successor  by  holding   company   reorganization,   merger  or
consolidation  or any  other  person  or firm or  corporation  to  which  all or
substantially  all of the  assets  and  business  of the  Bank  may be  sold  or
otherwise  transferred.  Any such  successor of the Bank shall be deemed to have
assumed this Plan and to have become obligated  hereunder the the same extent as
the Bank.

24.      Applicable Law

     The Plan will be  administered  in accordance with the laws of the State of
New Jersey.

     IN WITNESS WHEREOF, the Bank has caused the Plan to be executed by its duly
authorized  officers and the corporate seal to be affixed and duly attested,  as
of the 25th day of April, 2002.


Date Approved by Stockholders:      April 25, 2002

Effective Date:   April 25, 2002


ATTEST:                                            BAYONNE COMMUNITY BANK


/s/ Donald S. Cymbor                               /s/ Donald Mindiak
---------------------                              ------------------------
Secretary                                          Chief Executive Officer


                                       11
<PAGE>



                                  Exhibit 10.2



<PAGE>


                             BAYONNE COMMUNITY BANK

                             2003 STOCK OPTION PLAN

1.       Purpose

     The purpose of the Bayonne  Community  Bank ("Bank") 2003 Stock Option Plan
(the  "Plan") is to advance the  interests of the Bank and its  stockholders  by
providing eligible  directors and officers of the Bank and its Affiliates,  upon
whose judgment, initiative and efforts the successful conduct of the business of
the Bank and its Affiliates  largely  depends,  with an additional  incentive to
perform in a  superior  manner as well as to attract  people of  experience  and
ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section  424(e) or 424(f),  respectively,
of the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Reload Options,  Limited Rights,  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board" or "Board of Directors" means the board of directors of the Bank or
its Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Bank or an Affiliate.

     "Change in Control" of the Bank or the Company shall mean:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or substantially all of the assets of the Bank or the Company,  or a similar
transaction  in which the Bank or the  Company is not the  resulting  entity and
that is not  approved by a majority of the Board of Directors of the Bank or the
Company;

     (2)  individuals who constitute the Incumbent Board cease for any reason to
constitute  a majority  thereof;  provided  that any person  becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-fourths of the directors composing the Incumbent Board or whose nomination
for  election by the Bank's  stockholders  or members  was  approved by the same
nominating committee serving under the Incumbent Board shall be, for purposes of
this Section, considered as though he were a member of the Incumbent Board; or

     (3) an  acquisition  of  "control" of the Bank or the Company as defined in
the Bank  Holding  Company Act of 1956,  as amended,  and  applicable  rules and
regulations  promulgated  thereunder  as in effect at the time of the  Change in
Control  (collectively,  the "BHCA"), as determined by the Board of Directors of
the Bank or the Company; or

     (4) an acquisition of the Bank's stock requiring submission of notice under
the change in Bank  Control  Act;  provided,  however,  that a Change in Control
shall not be deemed to have  occurred  under (1),  (3) or (4) of this section if
the transaction(s) constituting a Change in Control is approved by a majority of
the Board of Directors of the Bank.

                                       1
<page>

     (5) an event of a nature  that would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act"),  or results in a Change in Control of the Bank or the  Company
within the  meaning of the BHCA;  or (b) without  limitation  shall be deemed to
have  occurred at such time as (i) any  "person" (as the term is used in Section
13(d) and 14(d) of the  Exchange  Act) is or  becomes a  "beneficial  owner" (as
defined  in Rule  13-d  under the  Exchange  Act)  directly  or  indirectly,  of
securities  of the  Bank  representing  25% or  more of the  Bank's  outstanding
securities  ordinarily  having the right to vote at the  election  of  directors
except for any securities  purchased by the Bank's employee stock ownership plan
and trust,  (ii) a proxy statement  soliciting  proxies from stockholders of the
Bank,  by  someone  other  than the  current  management  of the  Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or similar  transaction with one or more  corporations as a result of which
the  outstanding  shares of the class of securities  then subject to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued  by the  Bank,  or  (iii) a  tender  offer is made for 25% or more of the
voting  securities of the Bank and the  shareholders  owning  beneficially or of
record 25% or more of the  outstanding  securities  of the Bank have tendered or
offered to sell their  shares  pursuant to such tender  offer and such  tendered
shares have been accepted by the tender offeror.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a Committee of the Board consisting of either (i) two or
more Non-Employee Directors of the Bank, or (ii) the entire Board of the Bank.

     "Common  Stock"  means  shares of the common  stock of the Bank,  par value
$5.00 per share, or common stock of the Company.

     "Company" means any company that may be formed by the Bank to be the Bank's
holding company.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service with the Bank or an Affiliate. Continuous Service shall also mean
a  continuation  as a member of the Board of Directors  following a cessation of
employment as a Key Employee.  In the case of a Key Employee,  employment  shall
not be considered  interrupted in the case of sick leave,  military leave or any
other leave of absence approved by the Bank or in the case of transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of said employee's lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 10 hereof.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Bank's stockholders.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the Nasdaq stock market (as published by The Wall Street Journal,  if published)
on such date,  or if the Common  Stock was not traded on such date,  then on the
day prior to such date, on the next  preceding day on which the Common Stock was
traded;  provided,  however,  that if the Common  Stock is not  reported  on the
Nasdaq stock market,  Fair Market Value shall mean the average sale price of all
shares of Common Stock sold during the 30-day period  immediately  preceding the
date on which such stock option was granted, and if no shares of stock have been
sold within such 30-day  period,  the average sale price of the last three sales
of Common Stock sold during the 90-day period immediately  preceding the date on
which such stock  option was  granted.  In the event Fair Market Value cannot be
determined  in the manner  described  above,  then Fair  Market  Value  shall be
determined by the Committee.  The Committee is authorized,  but is not required,
to obtain an  independent  appraisal to  determine  the Fair Market Value of the
Common Stock.

                                       2
<page>

     "Incentive  Stock  Option"  means an Option  granted by the  Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 8.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside  Director  or (ii) to any other  Participant  and such  Option is
either (A) not designated by the Committee as an Incentive Stock Option,  or (B)
fails to satisfy the  requirements  of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is not employed by the Bank or an Affiliate;  (b) does not receive  compensation
directly or  indirectly  as a  consultant  (or in any other  capacity  than as a
Director)  greater than $60,000;  (c) does not have an interest in a transaction
requiring  disclosure under Item 404(a) of Regulation S-K; or (d) is not engaged
in a business  relationship for which  disclosure would be required  pursuant to
Item 404(b) of Regulation S-K.

     "Normal  Retirement" means for a Key Employee,  retirement at the normal or
early  retirement date set forth in the Bank's Employee Stock Ownership Plan, or
any successor plan.  Normal Retirement for an Outside Director means a cessation
of  service on the Board of  Directors  for any reason  other than  removal  for
Cause,  after  reaching  65  years of age and  maintaining  at least 10 years of
Continuous Service.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Bank or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means a Key Employee or Outside  Director of the Bank or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option"  means  an  option  to  acquire  shares  of  Common  Stock
equivalent to the shares (i) used by a Participant to pay for an Option, or (ii)
deducted  from any  distribution  in order to satisfy  income tax required to be
withheld, based upon the terms set forth in Section 19.

     "Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist order, any of which results in material loss to the Bank or one
of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

                                       3
<page>

     All  transactions  involving a grant,  award or other  acquisition from the
Bank shall:

     (a) be approved by the Bank's full Board or by the Committee; or

     (b) be approved, or ratified, in compliance with Section 14 of the Exchange
Act,  by either:  the  affirmative  vote of the  holders  of a  majority  of the
securities  present,  or represented and entitled to vote at a meeting duly held
in accordance with the laws of the state in which the Bank is  incorporated;  or
the written consent of the holders of a majority of the securities of the issuer
entitled to vote provided that such  ratification  occurs no later than the date
of the next annual meeting of shareholders; or

     (c) result in the acquisition of an Option or Limited Right that is held by
the  Participant  for a  period  of  six  months  following  the  date  of  such
acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Dividend Equivalent Rights and (e) Reload Options.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares  reserved for issuance  under the Plan is 208,786  shares.  To the extent
that Options or rights granted under the Plan are exercised,  the shares covered
will be  unavailable  for  future  grants  under the Plan;  to the  extent  that
Options,  together with any related  rights  granted under the Plan,  terminate,
expire or are canceled  without having been exercised or, in the case of Limited
Rights  exercised for cash, new Awards may be made with respect to these shares.
In  addition,  any shares  that are used for the full or partial  payment of the
exercise  price of any option in  connection  with a Reload  Option  will not be
counted as issued under the Plan and will be available  for future  grants under
the Plan.

6.       Eligibility

     Key Employees of the Bank and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory Stock Options,  Limited Rights, Dividend
Equivalent Rights and/or Reload Options under the Plan.  Outside Directors shall
be eligible to receive  Non-Statutory Stock Options,  Dividend Equivalent Rights
and Reload Options under the Plan.

7.       Non-Statutory Stock Options

     (a) Grants to Outside Directors and Key Employees.  The Committee may, from
time to time,  grant  Non-Statutory  Stock Options to eligible Key Employees and
Outside  Directors,  and,  upon such terms and  conditions  as the Committee may
determine,  grant Non-Statutory Stock Options in exchange for and upon surrender
of previously granted Awards under the Plan. Non-Statutory Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions set forth in this Section 7.

     (b) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise  and  containing  the
terms and  conditions  of the option  which shall not be  inconsistent  with the
terms of the Plan.

                                       4
<page>
     (c) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Bank on the date the Option is granted. Shares may be
purchased  only upon full  payment of the  purchase  price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

     (d) Manner of Exercise and Vesting.  A  Non-Statutory  Stock Option granted
under the Plan shall vest in a  Participant  at the rate or rates  determined by
the  Committee.  A vested Option may be exercised from time to time, in whole or
in part,  by  delivering a written  notice of exercise to the President or Chief
Executive Officer of the Bank, or his designee. Such notice shall be irrevocable
and must be  accompanied by full payment of the purchase price in cash or shares
of Common  Stock at the Fair  Market  Value of such  shares,  determined  on the
exercise  date in the  manner  described  in  Section  2 hereof.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
such exercise.

     (e) Terms of Options. The term during which each Non-Statutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant.  No Options shall be earned by a Participant  unless the
Participant  maintains Continuous Service until the vesting date of such Option,
except as set forth  herein.  The  shares  comprising  each  installment  may be
purchased  in  whole  or in part at any  time  after  such  installment  becomes
purchasable. The Committee may, in its sole discretion, accelerate or extend the
time at which any  Non-Statutory  Stock  Option may be  exercised in whole or in
part by Key  Employees  and/or  Outside  Directors.  Notwithstanding  any  other
provision  of this Plan,  in the event of a Change in Control of the  Company or
the Bank,  all  Non-Statutory  Stock Options that have been awarded shall become
immediately exercisable for three years following such Change in Control.

     (f)  Termination  of Employment or Service.  Upon the  termination of a Key
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement, death, Disability, Change in Control or
Termination for Cause, the  Participant's  Non-Statutory  Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of  termination  and only for three months  following  termination.  In the
event of Termination for Cause,  all rights under a Participant's  Non-Statutory
Stock  Options shall expire upon  termination.  In the event of  termination  of
service or employment due to the Normal  Retirement,  death or Disability of any
Participant, all Non-Statutory Stock Options held by the Participant, whether or
not  exercisable at such time,  shall be  exercisable by the  Participant or his
legal  representative  or  beneficiaries  for one year following the date of his
termination due to Normal Retirement,  death or Disability,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

     (g)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee may, from time to time,  grant Incentive Stock Options to Key
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement between the Bank and the Key Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if a Key  Employee  owns stock  possessing  more than 10% of the total  combined
voting  power of all  classes of stock of the Bank or its  Affiliates  (or under
Section 424(d) of the Code is deemed to own stock  representing more than 10% of

                                       5
<page>

the  total  combined  voting  power of all  classes  of stock of the Bank or its
Affiliates  by reason of the  ownership  of such  classes of stock,  directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Key Employee, or by or for any corporation, partnership, estate or trust
of which  such Key  Employee  is a  shareholder,  partner or  Beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be purchased  only upon payment of the full purchase price in one or more of the
manners  set forth in Section 13 hereof,  as  determined  by the  Committee.  No
option may be exercised for a price less than the Bank's par value per share.

     (c) Manner of Exercise.  Incentive  Stock  Options  granted  under the Plan
shall vest in a Participant  at the rate or rates  determined by the  Committee.
The vested  Options may be exercised  from time to time, in whole or in part, by
delivering  a written  notice of exercise to the  President  or Chief  Executive
Officer of the Bank or his  designee.  Such  notice is  irrevocable  and must be
accompanied  by full payment of the  purchase  price in cash or shares of Common
Stock at the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control,  all Incentive Stock Options that have been
awarded shall become  immediately  exercisable,  unless the  aggregate  exercise
price of the amount  exercisable  as a result of a Change in  Control,  together
with the aggregate  exercise  price of all other  Incentive  Stock Options first
exerciseable  in the year in which the Change in Control  occurs,  shall  exceed
$100,000 (determined as of the Date of Grant). In such event, the first $100,000
of  Incentive  Stock  Options  (determined  as of the  Date of  Grant)  shall be
exercisable  as Incentive  Stock Options and any excess shall be  exercisable as
Non-Statutory  Stock Options but shall remain  subject to the provisions of this
Section 8 to the extent permitted.

     (d)  Amounts of  Options.  Incentive  Stock  Options  may be granted to any
eligible Key Employee in such amounts as determined by the  Committee;  provided
that the amount granted is consistent with the terms of Section 422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an Incentive  Stock Option  awarded under the Plan to any Key Employee  shall be
30,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities of the Key Employee,  the length and value of his
or her service to the Bank or an  Affiliate,  the  compensation  paid to the Key
Employee and the  Committee's  evaluation of the  performance of the Bank, or an
Affiliate,  according  to  measurements  that may  include,  among  others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
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
(under all plans of the Bank and its Affiliates) shall not exceed $100,000.  The
provisions  of this Section 8(d) shall be  construed  and applied in  accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (e) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Key  Employee,  at the time an  Incentive  Stock
Option is granted to him,  owns  stock  representing  more than 10% of the total
combined  voting power of all classes of stock of the Bank or its Affiliate (or,
under Section 424(d) of the Code, is deemed to own stock  representing more than
10% of the total combined voting power of all classes of stock, by reason of the
ownership  of such  classes  of stock,  directly  or  indirectly,  by or for any
brother,  sister, spouse, ancestor or lineal descendent of such Key Employee, or
by or for any  corporation,  partnership,  estate  or trust  of  which  such Key
Employee is a shareholder,  partner or Beneficiary),  the Incentive Stock Option
granted to him shall not be exercisable  after the expiration of five years from
the Date of Grant.  Notwithstanding  any other  provision  of this Plan,  in the
event of a Change in Control of the  Company or the Bank,  all  Incentive  Stock
Options that have been awarded shall become  immediately  exercisable  for three
years following such Change in Control.

     (f)  Termination  of Employment.  Upon the  termination of a Key Employee's
service  for any reason  other than  Disability,  Normal  Retirement,  Change in
Control,  death or Termination  for Cause,  the Key Employee's  Incentive  Stock
Options  shall be  exercisable  only as to those  shares  that were  immediately
purchasable  by such  Key  Employee  at the date of  termination  and only for a
period of three months  following  termination.  In the event of Termination for
Cause,   all  rights  under  the  Incentive  Stock  Options  shall  expire  upon
termination.

                                       6
<page>

     Upon termination of a Key Employee's  employment due to Normal  Retirement,
death or  Disability,  all  Incentive  Stock  Options held by such Key Employee,
whether or not  exercisable at such time,  shall be exercisable  for a period of
one year  following the date of his cessation of employment,  provided  however,
that any such Option shall not be eligible for  treatment as an Incentive  Stock
Option in the event such Option is exercised  more than three  months  following
the date of his Normal  Retirement  or  termination  of  employment  following a
Change in Control;  and provided  further,  that no Option shall be eligible for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than one year  following  termination  of employment  due to Disability and
provided  further,  in order to obtain  Incentive  Stock  Option  treatment  for
Options exercised by heirs or devisees of an Optionee, the Optionee's death must
have  occurred  while  employed  or within  three (3) months of  termination  of
employment.  In no event shall the exercise  period extend beyond the expiration
of the Incentive Stock Option term.

     (g)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Key Employee to which it is granted.

     (h)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any  Option  to any Key  Employee,  with  respect  to all or some of the  shares
covered by such Option. Limited Rights granted under the Plan are subject to the
following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change in Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation  or  its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

                                       7

<page>

10.      Dividend Equivalent Rights

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Dividend  Equivalent Right with respect to all or some of the shares
covered by such Option.  Dividend  Equivalent Rights granted under this Plan are
subject to the following terms and conditions:

     (a) Terms of Rights.  A Dividend  Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section  10(c)) per share of Common Stock  declared by the Bank.  The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the
Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. A Dividend  Equivalent  Right is  transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested shall promptly  receive from the Bank the amount of cash equal
to the  amount  of  the  extraordinary  dividend  per  share  of  Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  10,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the  dividend  exceeds  the  Bank's  weighted  average  cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

11.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace  Common  Stock  withheld by the Bank for  payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option except that (i) the exercise price
of the shares of Common Stock subject to the Reload Option will be determined at
the time the  original  Option is  exercised  and (ii) such  Reload  Option will
conform  to all  provisions  of the  Plan at the  time the  original  Option  is
exercised.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death,  Disability or Normal Retirement,  the Participant
(or his or her personal  representative(s),  heir(s),  or devisee(s))  may, in a
form acceptable to the Committee,  make  application to surrender all or part of
the Options  held by such  Participant  in exchange  for a cash payment from the
Bank of an amount equal to the  difference  between the Fair Market Value of the
Common Stock on the date of termination of employment or the date of termination
of service on the Board and the exercise price per share of the Option.  Whether
the Committee  accepts such application or determines to make payment,  in whole
or part,  is  within  its  absolute  and  sole  discretion,  it being  expressly
understood  that  the  Committee  is  under  no  obligation  to any  Participant
whatsoever to make such payments.  In the event that the Committee  accepts such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.


<page>                                      8

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Bank written notice of the exercise of
the Option,  together with an order to a registered  broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the proceeds to the Bank to pay the Option  exercise price
and any  applicable  withholding  taxes.  If the  Participant  does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the  Optionee can give the Bank written  notice of the
exercise of the Option and the third party purchaser of the Common Stock subject
to the Option shall pay the Option  exercise price plus  applicable  withholding
taxes to the Bank.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair Market  Value of the Common  Stock on the
date prior to the date of  exercise.  No tendered  shares of Common  Stock which
were acquired by the Participant  upon the previous  exercise of an Option or as
awards under a stock award plan (such as the Bank's  Recognition  and  Retention
Plan) shall be accepted for exchange unless the Participant has held such shares
(without  restrictions  imposed  by said plan or award)  for at least six months
prior to the exchange.

14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights  and/or  Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Bank or its  Affiliates,  that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities law.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award or Dividend  Equivalent  Rights to which he would then be entitled.
Such  designation  will be made upon forms supplied by and delivered to the Bank
and may be revoked in writing. If a Participant fails effectively to designate a
Beneficiary, then his estate will be deemed to be the Beneficiary.

                                       9

<PAGE>

17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization, combination or exchange of shares, or other corporate change, or
other  increase  or  decrease  in such  shares,  without  receipt  or payment of
consideration  by the  Bank,  the  Committee  shall  make  such  adjustments  to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

     (a)  adjustments in the aggregate number of shares of Common Stock that may
          be awarded under the Plan;

     (b)  adjustments in the aggregate number of shares of Common Stock that may
          be awarded to any single individual under the Plan;

     (c)  adjustments in the aggregate  number of shares of Common Stock covered
          by Awards already made under the Plan; or

     (d)  adjustments  in the purchase  price of  outstanding  Incentive  and/or
          Non-Statutory  Stock  Options,  or any Related  Options or any Limited
          Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:

     (a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such Substitute  Options shall  constitute  securities  registered in accordance
with the  Securities  Act of 1933,  as amended  ("1933 Act") or such  securities
shall be exempt from such  registration in accordance  with Sections  3(a)(2) or
3(a)(5)  of the 1933 Act,  (collectively,  "Registered  Securities"),  or in the
alternative,  if the  securities  issuable upon the exercise of such  Substitute
Options shall not constitute  Registered  Securities,  then the Participant will
receive  upon  consummation  of the  Change in Control a cash  payment  for each
Option  surrendered equal to the difference between the (1) Fair Market Value of
the consideration to be received for each share of Common Stock in the Change in
Control times the number of shares of Common Stock  subject to such  surrendered
Options,  and (2) the aggregate exercise price of all such surrendered  Options,
or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, 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  Options  held  by each  Optionee  (to the  extent  then
exercisable  at prices not in excess of the Merger  Price) and (B) the aggregate
exercise price of all such surrendered  Options in exchange for such surrendered
Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the minimum amount of tax required by any governmental  authority
to be withheld. Shares of Common Stock shall be withheld where required from any
distribution of Common Stock.

                                       10
<page>

20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect,  or modify or amend an Award  received by Key  Employees  and/or
Outside Directors; provided, however, that no such termination,  modification or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Bank.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors   following   approval  of  the  Plan  by  the  Bank's
stockholders.

22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related Rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

(23.)    Successors and Assigns

24.      Applicable Law

         The Plan will be administered in accordance with the laws of the State
of New Jersey.

                                       11

<page>

     IN WITNESS WHEREOF, the Bank has caused the Plan to be executed by its duly
authorized  officers and the corporate seal to be affixed and duly attested,  as
of the 24th day of April, 2003.


Date Approved by Stockholders:      April 24, 2003

Effective Date:   April 24, 2003


ATTEST:                                              BAYONNE COMMUNITY BANK


/s/ Donald S. Cymbor                              /s/ Donald Mindiak
--------------------------                           ------------------------
Secretary                                             Chief Executive Officer
[{"type": "S-8", "sequence": "1", "filename": "forms8012604.txt", "description": "FORM S-8", "secsgml_size_bytes": 118912}]
{"company-data": {"conformed-name": "BCB BANCORP INC", "cik": "0001228454", "assigned-sic": "6035"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112201", "film-number": "04543108"}, "business-address": {"street1": "860 BROADWAY", "city": "BAYONNE", "state": "NJ", "zip": "07002"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on January 26, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                BCB Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

        New Jersey                                       26-0065262
----------------------------------         -----------------------------------
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                104-110 Avenue C
                            Bayonne, New Jersey 07002
                    (Address of Principal Executive Offices)

                                 Donald Mindiak
                      President and Chief Executive Officer
                                104-110 Avenue C
                            Bayonne, New Jersey 07002
                     (Name and Address of Agent for Service)

                  Bayonne Community Bank 2002 Stock Option Plan
                  Bayonne Community Bank 2003 Stock Option Plan
                            (Full Title of the Plans)

                                   Copies to:

       Donald Mindiak                                Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      Bayonne Community Bank                5335 Wisconsin Ave., N.W., Suite 400
        104-110 Avenue C                            Washington, D.C. 20015
     Bayonne, New Jersey 07002                           (202) 274-2000
       (201) 823-0700

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :
CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
Value
410(4)           $ 21.00 (3)                 8,610                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                 77,022(5)            $ 8.26(2)               $636,202                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                 20,880(6)           $ 21.00 (3)              $438,480                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, no par
value
                                187,940 (7)          $ 16.05 (2)            $3,016,437                 $--
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
         Totals                $286,252                                     $4,099,729                 $350.00
================================================================================
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Bayonne  Community  Bank 2002 Stock Option Plan (the "2002 Stock Option
     Plan"),  and the Bayonne  Community  Bank 2003 Stock Option Plan (the "2003
     Stock Option Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of BCB Bancorp, Inc. pursuant to
     17 C.F.R. Section 230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     January 21, 2004, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002 Stock  Option Plan for any future  stock grants or
     awards.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2002 Stock Option Plan for any stock  options that have
     been granted.
(6)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2003 Stock  Option Plan for any future  stock grants or
     awards.
(7)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the 2003 Stock Option Plan for any stock  options that have
     been granted.

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to participants in the 2002 Stock Option Plan
and the 2003 Stock  Option Plan  (together,  the  "Plans") as  specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act"). BCB Bancorp,  Inc. became the holding company parent of Bayonne Community
Bank in May 2003 and has a fiscal year end of December 31.

                                       2
Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently  filed by BCB Bancorp,
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

     a) The Company's  Quarterly  Report on Form 10-QSB for the quarterly period
ended March 31, 2003  (Commission File No. 0-50275) filed with the Commission on
May 12, 2003,  the Company's  Quarterly  Report on Form 10-QSB for the quarterly
period  ended  June 30,  2003  (Commission  File  No.  0-50275)  filed  with the
Commission on August 11, 2003, and the Company's Quarterly Report on Form 10-QSB
for the quarterly  period ended September 30, 2003 (Commission File No. 0-50275)
filed with the Commission on November 5, 2003,  pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the  quarterly  period  covered by the most recent  Quarterly  Report on Form
10-QSB referred to in (a) above; and

     c) The  description of the Company's  common stock contained in the Current
Report on Form 8-K filed with the Commission on May 1, 2003 (Commission File No.
000-50275).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Quarterly  Reports on Form 10-QSB and Form 10-QSB to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement and the Quarterly  Reports on
Form 10-QSB and Form 10-QSB.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Quarterly Reports are delivered,  on the written or oral request of such person,
a copy of any or all of the  documents  incorporated  by  reference,  other than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed to Donald Mindiak,  President and Chief Executive Officer, BCB Bancorp,
Inc.,  104-110  Avenue C,  Bayonne,  New Jersey  07002,  telephone  number (201)
823-0700.

     All information appearing in this Registration  Statement and the Quarterly
Reports  on  Forms   10-QSB  is  qualified  in  its  entirety  by  the  detailed
information,   including  financial  statements,   appearing  in  the  documents
incorporated herein or therein by reference.

Item 4.  Description of Securities

         Not applicable.

                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VII of the Certificate of Incorporation  of BCB Bancorp,  Inc. (for
purposes of this Item 6, the "Corporation") set forth  circumstances under which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they incur in their capacities as such:

         Article VII:

     The  Corporation  shall  indemnify its officers,  directors,  employees and
agents and former  officers,  directors,  employees  and  agents,  and any other
persons  serving at the  request of the  Corporation  as an  officer,  director,
employee  or agent  of  another  corporation,  association,  partnership,  joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees,  judgments,  fines and amounts paid in settlement)  incurred in connection
with any pending or threatened  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative or investigative,  with respect to which such officer,
director,  employee, agent or other person is party, or is threatened to be made
a party,  to the full extent  permitted by the New Jersey  Business  Corporation
Act. The  indemnification  provided herein (i) shall not be deemed  exclusive of
any other  right to which any person  seeking  indemnification  may be  entitled
under any by-law,  agreement, or vote of shareholders of disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in any other  capacity,  and (ii)  shall  insure to the  benefit  of the  heirs,
executors, and the administrators of any such person. The Corporation shall have
the power,  but shall not be  obligated,  to purchase and maintain  insurance on
behalf of any person or persons  enumerated above against any liability asserted
against  or  incurred  by them or any of them  arising  out of their  status  as
corporate  directors,   officers,  employees,  or  agents  whether  or  not  the
Corporation  would have the power to indemnify them against such liability under
the provisions of this article.

     The  Corporation  shall,  from time to time,  reimburse  or  advance to any
person  referred to in this article the funds necessary for payment of expenses,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication  adverse to the director or officer establishes that the director's
or officer's  acts or omissions  (i)  constitute a breach of the  director's  or
officer's duty of loyalty to the corporation or its shareholders,  (ii) were not
in good faith,  (iii) involved a knowing  violation of law, (iv) resulted in the
director  or  officer  receiving  an  improper  personal  benefit,  or (v)  were
otherwise  of such a  character  that New  Jersey  law would  require  that such
amount(s) be repaid.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
Item 8.  List of Exhibits.

 Regulation S-K                                       Reference to Prior Filing
 Exhibit Number                                       or Exhibit No. attached
                   Document                           hereto

4     Form of Common Stock Certificate                                      *

5     Opinion of Luse Gorman Pomerenk & Schick, P.C.                Exhibit 5

10.1  Bayonne Community Bank 2002 Stock Option Plan                      10.1

10.2  Bayonne Community Bank 2003 Stock Option Plan                      10.2

24    Power of Attorney                              Contained on Signature Page

*    Incorporated  by reference  to Exhibit 4 to the Current  Report on Form 8-K
     (Commission File No. 000-50275),  originally filed by the Company under the
     Exchange Act of 1934 with the Commission on May 1, 2003, and all amendments
     or reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Bayonne, New Jersey, on this 23rd day
of January, 2004.

                                           BCB BANCORP, INC.

                                  By:     /s/ Donald Mindiak
                                          ------------------------------
                                          Donald Mindiak
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and  officers of BCB  Bancorp,  Inc.  (the
"Company")  hereby  severally  constitute and appoint Donald Mindiak as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Donald  Mindiak  may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the  registration of common stock underlying the
Bayonne  Community  Bank 2002 Stock Option Plan and the Bayonne  Community  Bank
2003 Stock Option Plan,  including  specifically,  but not limited to, power and
authority  to sign for us in our  names in the  capacities  indicated  below the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  approve,  ratify and confirm all that said
Donald Mindiak shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                          Title                               Date

/s/ Donald Mindiak              President and Chief Executive  January 23, 2004
---------------------------     Officer (Principal Executive
Donald Mindiak                  Officer)

/s/ Thomas M. Coughlin           Chief Operating Officer       January 23, 2004
---------------------------      and Chief Financial Officer
Thomas M. Coughlin               (Principal Financial and
                                    Accounting Officer)

/s/ Robert Ballance                        Director            January 23, 2004
---------------------------
Robert Ballance

/s/ Judith Q. Bielan                       Director            January 23, 2004
---------------------------
Judith Q. Bielan, Esq.

/s/ Joseph J. Brogan                       Director            January 23, 2004
---------------------------
Joseph J. Brogan

/s/ James Collins                          Director            January 23, 2004
---------------------------
James Collins

                                       6
/s/ Donald S. Cymbor                       Director            January 23, 2004
---------------------------
Donald S. Cymbor

/s/ Robert G. Doria                        Director            January 23, 2004
---------------------------
Robert G. Doria, C.P.A.

/s/ Phyllis Wasserman                      Director            January 23, 2004
---------------------------
Phyllis Wasserman Garelick

/s/ Mark D. Hogan                   Chairman of the Board      January 23, 2004
------------------
Mark D. Hogan, C.P.A.

/s/ John J. Hughes                          Director           January 23, 2004
---------------------------
John J. Hughes

/s/ Joseph Lyga                             Director           January 23, 2004
---------------------------
Joseph Lyga

/s/ Dr. Gary Maita                          Director           January 23, 2004
---------------------------
Dr. Gary Maita

/s/ H. Mickey McCabe                        Director           January 23, 2004
---------------------------
H. Mickey McCabe

/s/ Alexander Pasiechnik                    Director           January 23, 2004
---------------------------
Alexander Pasiechnik

/s/ Dr. August Pellegrini, Jr.              Director           January 23, 2004
------------------------------
Dr. August Pellegrini, Jr.

/s/ Kenneth Poesl                           Director           January 23, 2004
---------------------------
Kenneth R. Poesl

/s/ Joseph Tagliareni                       Director           January 23, 2004
---------------------------
Joseph Tagliareni

                                       7
EXHIBIT INDEX

Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4 to
     the Current Report on Form 8-K (Commission File No. 000-50275),  originally
     filed by the Company under the Exchange Act of 1934 with the  Commission on
     May 1,  2003,  and all  amendments  or  reports  filed for the  purpose  of
     updating such description).

5    Opinion of Luse Gorman Pomerenk & Schick, P.C.

10.1 Bayonne Community Bank 2002 Stock Option Plan

10.2 Bayonne Community Bank 2003 Stock Option Plan

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

------------------

                                       8
Exhibit 5
(202) 274-2000

January 23, 2004

Board of Directors
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002

          Re:      BCB Bancorp, Inc.
                   Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of common  stock,  no par value (the "Common
Stock"),  of BCB Bancorp,  Inc. (the  "Company")  issued pursuant to the Bayonne
Community Bank 2002 Stock Option Plan and the Bayonne  Community Bank 2003 Stock
Option Plan (together, the "Plans").

     In rendering the opinion expressed herein, we have reviewed the Certificate
of Incorporation of the Company, the Plans, the Company's Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing  the  Company.   We  have  assumed  the  authenticity,   accuracy  and
completeness of all documents in connection with the opinion  expressed  herein.
We have also assumed the legal  capacity and  genuineness  of the  signatures of
persons  signing all documents in connection  with which the opinions  expressed
herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and conditions of the Plans,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,

                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation
Exhibit 10.1
BAYONNE COMMUNITY BANK

                             2002 STOCK OPTION PLAN

1.       Purpose

     The purpose of the Bayonne  Community  Bank ("Bank") 2002 Stock Option Plan
(the  "Plan") is to advance the  interests of the Bank and its  stockholders  by
providing Key Employees  and Outside  Directors of the Bank and its  Affiliates,
upon whose  judgment,  initiative  and  efforts  the  successful  conduct of the
business of the Bank and its  Affiliates  largely  depends,  with an  additional
incentive  to  perform  in a  superior  manner as well as to  attract  people of
experience and ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section  424(e) or 424(f),  respectively,
of the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Reload Options,  Limited Rights,  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board" or "Board of Directors" means the board of directors of the Bank or
its Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Bank or an Affiliate.

     "Change in Control" of the Bank or the Company shall mean:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or substantially all of the assets of the Bank or the Company,  or a similar
transaction  in which the Bank or the  Company is not the  resulting  entity and
that is not  approved by a majority of the Board of Directors of the Bank or the
Company;

     (2)  individuals who constitute the Incumbent Board cease for any reason to
constitute  a majority  thereof;  provided  that any person  becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-fourths of the directors composing the Incumbent Board or whose nomination
for  election by the Bank's  stockholders  or members  was  approved by the same
nominating committee serving under the Incumbent Board shall be, for purposes of
this Section, considered as though he were a member of the Incumbent Board; or

     (3) an  acquisition  of  "control" of the Bank or the Company as defined in
the Bank  Holding  Company Act of 1956,  as amended,  and  applicable  rules and
regulations  promulgated  thereunder  as in effect at the time of the  Change in
Control  (collectively,  the "BHCA"), as determined by the Board of Directors of
the Bank or the Company; or

     (4) an acquisition of the Bank's stock requiring submission of notice under
the change in Bank  Control  Act;  provided,  however,  that a Change in Control
shall not be deemed to have  occurred  under (1),  (3) or (4) of this section if
the transaction(s) constituting a Change in Control is approved by a majority of
the Board of Directors of the Bank.

                                       1
(5) an event of a nature  that would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act"),  or results in a Change in Control of the Bank or the  Company
within the  meaning of the BHCA;  or (b) without  limitation  shall be deemed to
have  occurred at such time as (i) any  "person" (as the term is used in Section
13(d) and 14(d) of the  Exchange  Act) is or  becomes a  "beneficial  owner" (as
defined  in Rule  13-d  under the  Exchange  Act)  directly  or  indirectly,  of
securities  of the  Bank  representing  25% or  more of the  Bank's  outstanding
securities  ordinarily  having the right to vote at the  election  of  directors
except for any securities  purchased by the Bank's employee stock ownership plan
and trust,  (ii) a proxy statement  soliciting  proxies from stockholders of the
Bank,  by  someone  other  than the  current  management  of the  Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or similar  transaction with one or more  corporations as a result of which
the  outstanding  shares of the class of securities  then subject to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued  by the  Bank,  or  (iii) a  tender  offer is made for 25% or more of the
voting  securities of the Bank and the  shareholders  owning  beneficially or of
record 25% or more of the  outstanding  securities  of the Bank have tendered or
offered to sell their  shares  pursuant to such tender  offer and such  tendered
shares have been accepted by the tender offer or.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a Committee of the Board consisting of either (i) two or
more Non-Employee Directors of the Bank, or (ii) the entire Board of the Bank.

     "Common  Stock"  means  shares of the common  stock of the Bank,  par value
$5.00 per share, or common stock of the Company.

     "Company" means any company that may be formed by the Bank to be the Bank's
holding company.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service with the Bank or an Affiliate. Continuous Service shall also mean
a  continuation  as a member of the Board of Directors  following a cessation of
employment as a Key Employee.  In the case of a Key Employee,  employment  shall
not be considered  interrupted in the case of sick leave,  military leave or any
other leave of absence approved by the Bank or in the case of transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of said employee's lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 10 hereof.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Bank's stockholders.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain date, the reported  closing price of the Common Stock on the day prior
to such date as reported by the Nasdaq  Stock  Market (as  published by The Wall
Street  Journal,  if  published),  or if the Common Stock was not traded on such
date,  then on the next  preceding  day on which the  Common  Stock was  traded;
provided,  however, that if the Common Stock is not reported on the Nasdaq Stock
Market,  Fair Market Value shall mean the price for which shares of Common Stock
have been sold in any stock offering  completed by the Bank within 90 days prior
to the date as of which Fair  Market  Value is to be  determined,  or if no such
offering has been  conducted then the average sale price of all shares of Common
Stock sold during the 30-day period immediately preceding the date on which such
stock option was  granted,  and if no shares of stock have been sold within such
30-day  period,  the average  sale price of the last three sales of Common Stock
sold during the 90-day period immediately preceding the date on which such stock
option was granted.  In the event Fair Market Value cannot be  determined in the
manner  described  above,  then Fair  Market  Value shall be  determined  by the
Committee.  The  Committee  is  authorized,  but is not  required,  to obtain an
independent appraisal to determine the Fair Market Value of the Common Stock.

                                       2
"Incentive  Stock  Option"  means an Option  granted by the  Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 8.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside  Director  or (ii) to any other  Participant  and such  Option is
either (A) not designated by the Committee as an Incentive Stock Option,  or (B)
fails to satisfy the  requirements  of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is not employed by the Bank or an Affiliate;  (b) does not receive  compensation
directly or  indirectly  as a  consultant  (or in any other  capacity  than as a
Director)  greater than $60,000;  (c) does not have an interest in a transaction
requiring  disclosure under Item 404(a) of Regulation S-K; or (d) is not engaged
in a business  relationship for which  disclosure would be required  pursuant to
Item 404(b) of Regulation S-K.

     "Normal Retirement" means for a Key Employee, retirement at 60 years of age
or at the  normal  or  early  retirement  date set  forth  in any of the  Bank's
tax-qualified  employee benefit plans. Normal Retirement for an Outside Director
means a cessation of service on the Board of Directors for any reason other than
removal  for Cause for a founding  director at any time,  and for other  Outside
Directors,  after reaching 65 years of age and  maintaining at least 10 years of
Continuous Service.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Bank or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means a Key Employee or Outside  Director of the Bank or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option"  means  an  option  to  acquire  shares  of  Common  Stock
equivalent to the shares (i) used by a Participant to pay for an Option, or (ii)
deducted  from any  distribution  in order to satisfy  income tax required to be
withheld, based upon the terms set forth in Section 19.

     "Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist order, any of which results in material loss to the Bank or one
of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

                                       3
All  transactions  involving a grant,  award or other  acquisition from the
Bank shall:

     (a) be approved by the Bank's full Board or by the Committee; or

     (b) be approved, or ratified, in compliance with Section 14 of the Exchange
Act,  by either:  the  affirmative  vote of the  holders  of a  majority  of the
securities  present,  or represented and entitled to vote at a meeting duly held
in accordance with the laws of the state in which the Bank is  incorporated;  or
the written consent of the holders of a majority of the securities of the issuer
entitled to vote provided that such  ratification  occurs no later than the date
of the next annual meeting of shareholders; or

     (c) result in the acquisition of an Option or Limited Right that is held by
the  Participant  for a  period  of  six  months  following  the  date  of  such
acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Dividend Equivalent Rights and (e) Reload Options.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares reserved for issuance under the Plan is 127,988 shares,  provided that no
more than 63,994  Non-Statutory  Stock Options may be granted under the Plan. To
the extent that  Options or rights  granted  under the Plan are  exercised,  the
shares  covered will be  unavailable  for future  grants under the Plan;  to the
extent that Options,  together with any related  rights  granted under the Plan,
terminate,  expire or are canceled without having been exercised or, in the case
of Limited  Rights  exercised  for cash,  new Awards may be made with respect to
these  shares.  In  addition,  any shares  that are used for the full or partial
payment of the exercise  price of any option in connection  with a Reload Option
will not be counted as issued  under the Plan and will be  available  for future
grants under the Plan.

6.       Eligibility

     Key Employees of the Bank and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory Stock Options,  Limited Rights, Dividend
Equivalent Rights and/or Reload Options under the Plan.  Outside Directors shall
be eligible to receive  Non-Statutory Stock Options,  Dividend Equivalent Rights
and Reload Options under the Plan.

7.       Non-Statutory Stock Options

     (a) Grants to Outside Directors and Key Employees.  The Committee may, from
time to time,  grant  Non-Statutory  Stock Options to eligible Key Employees and
Outside  Directors,  and,  upon such terms and  conditions  as the Committee may
determine,  grant Non-Statutory Stock Options in exchange for and upon surrender
of previously granted Awards under the Plan. Non-Statutory Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions set forth in this Section 7.

     (b) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise  and  containing  the
terms and  conditions  of the option  which shall not be  inconsistent  with the
terms of the Plan.

     (c) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Bank on the date the Option is granted. Shares may be
purchased  only upon full  payment of the  purchase  price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

                                       4
(d) Manner of Exercise and Vesting.  A  Non-Statutory  Stock Option granted
under the Plan shall vest in a  Participant  at the rate or rates  determined by
the  Committee.  A vested Option may be exercised from time to time, in whole or
in part,  by  delivering a written  notice of exercise to the President or Chief
Executive Officer of the Bank, or his designee. Such notice shall be irrevocable
and must be  accompanied by full payment of the purchase price in cash or shares
of Common  Stock at the Fair  Market  Value of such  shares,  determined  on the
exercise  date in the  manner  described  in  Section  2 hereof.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
such exercise.

     (e) Terms of Options. The term during which each Non-Statutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant.  No Options shall be earned by a Participant  unless the
Participant  maintains Continuous Service until the vesting date of such Option,
except as set forth  herein.  The  shares  comprising  each  installment  may be
purchased  in  whole  or in part at any  time  after  such  installment  becomes
purchasable. The Committee may, in its sole discretion, accelerate or extend the
time at which any  Non-Statutory  Stock  Option may be  exercised in whole or in
part by Key  Employees  and/or  Outside  Directors.  Notwithstanding  any  other
provision  of this Plan,  in the event of a Change in Control of the  Company or
the Bank,  all  Non-Statutory  Stock Options that have been awarded shall become
immediately exercisable for three years following such Change in Control.

     (f)  Termination  of Employment or Service.  Upon the  termination of a Key
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement, death, Disability, Change in Control or
Termination for Cause, the  Participant's  Non-Statutory  Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of  termination  and only for three months  following  termination.  In the
event of Termination for Cause,  all rights under a Participant's  Non-Statutory
Stock  Options shall expire upon  termination.  In the event of  termination  of
service or employment due to the Normal  Retirement,  death or Disability of any
Participant, all Non-Statutory Stock Options held by the Participant, whether or
not  exercisable at such time,  shall be  exercisable by the  Participant or his
legal  representative  or  beneficiaries  for one year following the date of his
termination due to Normal Retirement,  death or Disability,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

     (g)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee may, from time to time,  grant Incentive Stock Options to Key
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement between the Bank and the Key Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if a Key  Employee  owns stock  possessing  more than 10% of the total  combined
voting  power of all  classes of stock of the Bank or its  Affiliates  (or under
Section 424(d) of the Code is deemed to own stock  representing more than 10% of
the  total  combined  voting  power of all  classes  of stock of the Bank or its
Affiliates  by reason of the  ownership  of such  classes of stock,  directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Key Employee, or by or for any corporation, partnership, estate or trust
of which  such Key  Employee  is a  shareholder,  partner or  Beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be purchased  only upon payment of the full purchase price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

                                       5
(c) Manner of Exercise.  Incentive  Stock  Options  granted  under the Plan
shall vest in a Participant  at the rate or rates  determined by the  Committee.
The vested  Options may be exercised  from time to time, in whole or in part, by
delivering  a written  notice of exercise to the  President  or Chief  Executive
Officer of the Bank or his  designee.  Such  notice is  irrevocable  and must be
accompanied  by full payment of the  purchase  price in cash or shares of Common
Stock at the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control,  all Incentive Stock Options that have been
awarded shall become  immediately  exercisable,  unless the  aggregate  exercise
price of the amount  exercisable  as a result of a Change in  Control,  together
with the aggregate  exercise  price of all other  Incentive  Stock Options first
exerciseable  in the year in which the Change in Control  occurs,  shall  exceed
$100,000 (determined as of the Date of Grant). In such event, the first $100,000
of  Incentive  Stock  Options  (determined  as of the  Date of  Grant)  shall be
exercisable  as Incentive  Stock Options and any excess shall be  exercisable as
Non-Statutory  Stock Options but shall remain  subject to the provisions of this
Section 8 to the extent permitted.

     (d)  Amounts of  Options.  Incentive  Stock  Options  may be granted to any
eligible Key Employee in such amounts as determined by the  Committee;  provided
that the amount granted is consistent with the terms of Section 422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an Incentive  Stock Option  awarded under the Plan to any Key Employee  shall be
50,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities of the Key Employee,  the length and value of his
or her service to the Bank or an  Affiliate,  the  compensation  paid to the Key
Employee and the  Committee's  evaluation of the  performance of the Bank, or an
Affiliate,  according  to  measurements  that may  include,  among  others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
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
(under all plans of the Bank and its Affiliates) shall not exceed $100,000.  The
provisions  of this Section 8(d) shall be  construed  and applied in  accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (e) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Key  Employee,  at the time an  Incentive  Stock
Option is granted to him,  owns  stock  representing  more than 10% of the total
combined  voting power of all classes of stock of the Bank or its Affiliate (or,
under Section 424(d) of the Code, is deemed to own stock  representing more than
10% of the total combined voting power of all classes of stock, by reason of the
ownership  of such  classes  of stock,  directly  or  indirectly,  by or for any
brother,  sister, spouse, ancestor or lineal descendent of such Key Employee, or
by or for any  corporation,  partnership,  estate  or trust  of  which  such Key
Employee is a shareholder,  partner or Beneficiary),  the Incentive Stock Option
granted to him shall not be exercisable  after the expiration of five years from
the Date of Grant.  Notwithstanding  any other  provision  of this Plan,  in the
event of a Change in Control of the  Company or the Bank,  all  Incentive  Stock
Options that have been awarded shall become  immediately  exercisable  for three
years following such Change in Control.

     (f)  Termination  of Employment.  Upon the  termination of a Key Employee's
service  for any reason  other than  Disability,  Normal  Retirement,  Change in
Control,  death or Termination  for Cause,  the Key Employee's  Incentive  Stock
Options  shall be  exercisable  only as to those  shares  that were  immediately
purchasable  by such  Key  Employee  at the date of  termination  and only for a
period of three months  following  termination.  In the event of Termination for
Cause,   all  rights  under  the  Incentive  Stock  Options  shall  expire  upon
termination.

                                       6
Upon termination of a Key Employee's  employment due to Normal  Retirement,
death or  Disability,  all  Incentive  Stock  Options held by such Key Employee,
whether or not  exercisable at such time,  shall be exercisable  for a period of
one year  following the date of his cessation of employment,  provided  however,
that any such Option shall not be eligible for  treatment as an Incentive  Stock
Option in the event such Option is exercised  more than three  months  following
the date of his Normal  Retirement  or  termination  of  employment  following a
Change in Control;  and provided  further,  that no Option shall be eligible for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than one year  following  termination  of employment  due to Disability and
provided  further,  in order to obtain  Incentive  Stock  Option  treatment  for
Options exercised by heirs or devisees of an Optionee, the Optionee's death must
have  occurred  while  employed  or within  three (3) months of  termination  of
employment.  In no event shall the exercise  period extend beyond the expiration
of the Incentive Stock Option term.

     (g)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Key Employee to which it is granted.

     (h)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any  Option  to any Key  Employee,  with  respect  to all or some of the  shares
covered by such Option. Limited Rights granted under the Plan are subject to the
following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change in Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation  or  its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

10.      Dividend Equivalent Rights

     Simultaneously  with  the  grant of any  Option  to a  Participant,  unless
otherwise  stated,  the Committee  will grant a Dividend  Equivalent  Right with
respect to all or some of the shares covered by such Option. Dividend Equivalent
Rights  granted  under  this  Plan  are  subject  to  the  following  terms  and
conditions:

                                       7
(a) Terms of Rights. The Dividend Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section  10(c)) per share of Common Stock  declared by the Bank.  The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the
Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. The Dividend  Equivalent Right is transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested shall promptly  receive from the Bank the amount of cash equal
to the  amount  of  the  extraordinary  dividend  per  share  of  Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  10,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the  dividend  exceeds  the  Bank's  weighted  average  cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

11.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace  Common  Stock  withheld by the Bank for  payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option except that (i) the exercise price
of the shares of Common Stock subject to the Reload Option will be determined at
the time the  original  Option is  exercised  and (ii) such  Reload  Option will
conform  to all  provisions  of the  Plan at the  time the  original  Option  is
exercised.  The Committee may grant Reload  Options that are effective only upon
the Bank's holding company reorganization.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death,  Disability or Normal Retirement,  the Participant
(or his or her personal  representative(s),  heir(s),  or devisee(s))  may, in a
form acceptable to the Committee,  make  application to surrender all or part of
the Options  held by such  Participant  in exchange  for a cash payment from the
Bank of an amount equal to the  difference  between the Fair Market Value of the
Common Stock on the date of termination of employment or the date of termination
of service on the Board and the exercise price per share of the Option.  Whether
the Committee  accepts such application or determines to make payment,  in whole
or part,  is  within  its  absolute  and  sole  discretion,  it being  expressly
understood  that  the  Committee  is  under  no  obligation  to any  Participant
whatsoever to make such payments.  In the event that the Committee  accepts such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

                                       8
(a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Bank written notice of the exercise of
the Option,  together with an order to a registered  broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the proceeds to the Bank to pay the Option  exercise price
and any  applicable  withholding  taxes.  If the  Participant  does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the  Optionee can give the Bank written  notice of the
exercise of the Option and the third party purchaser of the Common Stock subject
to the Option shall pay the Option  exercise price plus  applicable  withholding
taxes to the Bank.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair Market  Value of the Common  Stock on the
date prior to the date of  exercise.  No tendered  shares of Common  Stock which
were acquired by the Participant  upon the previous  exercise of an Option or as
awards under a stock award plan (such as the Bank's  Recognition  and  Retention
Plan) shall be accepted for exchange unless the Participant has held such shares
(without  restrictions  imposed  by said plan or award)  for at least six months
prior to the exchange.

14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights  and/or  Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Bank or its  Affiliates,  that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities law.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award or Dividend  Equivalent  Rights to which he would then be entitled.
Such  designation  will be made upon forms supplied by and delivered to the Bank
and may be revoked in writing. If a Participant fails effectively to designate a
Beneficiary, then his estate will be deemed to be the Beneficiary.

17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization, combination or exchange of shares, or other corporate change, or
other  increase  or  decrease  in such  shares,  without  receipt  or payment of
consideration  by the  Bank,  the  Committee  shall  make  such  adjustments  to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

                                       9
(a)      adjustments in the aggregate number of shares of Common Stock
                  that may be awarded under the Plan;

         (b)      adjustments in the aggregate number of shares of Common Stock
                  that may be awarded to any single individual under the Plan;

         (c)      adjustments in the aggregate number of shares of Common Stock
                  covered by Awards already made under the Plan; or

         (d)      adjustments in the purchase price of outstanding Incentive
                  and/or Non-Statutory Stock Options, or any Related Options or
                  any Limited Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:

     (a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such Substitute  Options shall  constitute  securities  registered in accordance
with the  Securities  Act of 1933,  as amended  ("1933 Act") or such  securities
shall be exempt from such  registration in accordance  with Sections  3(a)(2) or
3(a)(5)  of the 1933 Act,  (collectively,  "Registered  Securities"),  or in the
alternative,  if the  securities  issuable upon the exercise of such  Substitute
Options shall not constitute  Registered  Securities,  then the Participant will
receive  upon  consummation  of the  Change in Control a cash  payment  for each
Option  surrendered equal to the difference between the (1) Fair Market Value of
the consideration to be received for each share of Common Stock in the Change in
Control times the number of shares of Common Stock  subject to such  surrendered
Options,  and (2) the aggregate exercise price of all such surrendered  Options,
or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, 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  Options  held  by each  Optionee  (to the  extent  then
exercisable  at prices not in excess of the Merger  Price) and (B) the aggregate
exercise price of all such surrendered  Options in exchange for such surrendered
Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the minimum amount of tax required by any governmental  authority
to be withheld. Shares of Common Stock shall be withheld where required from any
distribution of Common Stock.

20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect,  or modify or amend an Award  received by Key  Employees  and/or
Outside Directors; provided, however, that no such termination,  modification or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Bank.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors   following   approval  of  the  Plan  by  the  Bank's
stockholders.

10
22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related Rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

23.      Successors and Assigns

     This  Plan  shall be  binding  on the Bank,  its  successors  and  assigns,
including  any   successor  by  holding   company   reorganization,   merger  or
consolidation  or any  other  person  or firm or  corporation  to  which  all or
substantially  all of the  assets  and  business  of the  Bank  may be  sold  or
otherwise  transferred.  Any such  successor of the Bank shall be deemed to have
assumed this Plan and to have become obligated  hereunder the the same extent as
the Bank.

24.      Applicable Law

     The Plan will be  administered  in accordance with the laws of the State of
New Jersey.

     IN WITNESS WHEREOF, the Bank has caused the Plan to be executed by its duly
authorized  officers and the corporate seal to be affixed and duly attested,  as
of the 25th day of April, 2002.

Date Approved by Stockholders:      April 25, 2002

Effective Date:   April 25, 2002

ATTEST:                                            BAYONNE COMMUNITY BANK

/s/ Donald S. Cymbor                               /s/ Donald Mindiak
---------------------                              ------------------------
Secretary                                          Chief Executive Officer

                                       11
Exhibit 10.2
BAYONNE COMMUNITY BANK

                             2003 STOCK OPTION PLAN

1.       Purpose

     The purpose of the Bayonne  Community  Bank ("Bank") 2003 Stock Option Plan
(the  "Plan") is to advance the  interests of the Bank and its  stockholders  by
providing eligible  directors and officers of the Bank and its Affiliates,  upon
whose judgment, initiative and efforts the successful conduct of the business of
the Bank and its Affiliates  largely  depends,  with an additional  incentive to
perform in a  superior  manner as well as to attract  people of  experience  and
ability.

2.       Definitions

     "Affiliate" means any "parent  corporation" or "subsidiary  corporation" of
the Bank, as such terms are defined in Section  424(e) or 424(f),  respectively,
of the Code, or a successor to a parent corporation or subsidiary corporation.

     "Award" means an Award of  Non-Statutory  Stock  Options,  Incentive  Stock
Options,  Reload Options,  Limited Rights,  and/or  Dividend  Equivalent  Rights
granted under the provisions of the Plan.

     "Beneficiary"  means the person or persons  designated by a Participant  to
receive any benefits  payable under the Plan in the event of such  Participant's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary  shall be the  Participant's  surviving spouse, if
any, or if none, his estate.

     "Board" or "Board of Directors" means the board of directors of the Bank or
its Affiliate, as applicable.

     "Cause"  means  personal  dishonesty,  willful  misconduct,  any  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  or the willful  violation of any law,  rule or  regulation  (other than
traffic violations or similar offenses) or a final  cease-and-desist  order, any
of which results in a material loss to the Bank or an Affiliate.

     "Change in Control" of the Bank or the Company shall mean:

     (1) a reorganization,  merger, merger conversion,  consolidation or sale of
all or substantially all of the assets of the Bank or the Company,  or a similar
transaction  in which the Bank or the  Company is not the  resulting  entity and
that is not  approved by a majority of the Board of Directors of the Bank or the
Company;

     (2)  individuals who constitute the Incumbent Board cease for any reason to
constitute  a majority  thereof;  provided  that any person  becoming a director
subsequent to the date hereof whose  election was approved by a vote of at least
three-fourths of the directors composing the Incumbent Board or whose nomination
for  election by the Bank's  stockholders  or members  was  approved by the same
nominating committee serving under the Incumbent Board shall be, for purposes of
this Section, considered as though he were a member of the Incumbent Board; or

     (3) an  acquisition  of  "control" of the Bank or the Company as defined in
the Bank  Holding  Company Act of 1956,  as amended,  and  applicable  rules and
regulations  promulgated  thereunder  as in effect at the time of the  Change in
Control  (collectively,  the "BHCA"), as determined by the Board of Directors of
the Bank or the Company; or

     (4) an acquisition of the Bank's stock requiring submission of notice under
the change in Bank  Control  Act;  provided,  however,  that a Change in Control
shall not be deemed to have  occurred  under (1),  (3) or (4) of this section if
the transaction(s) constituting a Change in Control is approved by a majority of
the Board of Directors of the Bank.

                                       1
(5) an event of a nature  that would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act"),  or results in a Change in Control of the Bank or the  Company
within the  meaning of the BHCA;  or (b) without  limitation  shall be deemed to
have  occurred at such time as (i) any  "person" (as the term is used in Section
13(d) and 14(d) of the  Exchange  Act) is or  becomes a  "beneficial  owner" (as
defined  in Rule  13-d  under the  Exchange  Act)  directly  or  indirectly,  of
securities  of the  Bank  representing  25% or  more of the  Bank's  outstanding
securities  ordinarily  having the right to vote at the  election  of  directors
except for any securities  purchased by the Bank's employee stock ownership plan
and trust,  (ii) a proxy statement  soliciting  proxies from stockholders of the
Bank,  by  someone  other  than the  current  management  of the  Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or similar  transaction with one or more  corporations as a result of which
the  outstanding  shares of the class of securities  then subject to the plan or
transaction  are exchanged or converted  into cash or property or securities not
issued  by the  Bank,  or  (iii) a  tender  offer is made for 25% or more of the
voting  securities of the Bank and the  shareholders  owning  beneficially or of
record 25% or more of the  outstanding  securities  of the Bank have tendered or
offered to sell their  shares  pursuant to such tender  offer and such  tendered
shares have been accepted by the tender offeror.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee"  means a Committee of the Board consisting of either (i) two or
more Non-Employee Directors of the Bank, or (ii) the entire Board of the Bank.

     "Common  Stock"  means  shares of the common  stock of the Bank,  par value
$5.00 per share, or common stock of the Company.

     "Company" means any company that may be formed by the Bank to be the Bank's
holding company.

     "Continuous  Service" means  employment as a Key Employee and/or service as
an Outside  Director  without any interruption or termination of such employment
and/or service with the Bank or an Affiliate. Continuous Service shall also mean
a  continuation  as a member of the Board of Directors  following a cessation of
employment as a Key Employee.  In the case of a Key Employee,  employment  shall
not be considered  interrupted in the case of sick leave,  military leave or any
other leave of absence approved by the Bank or in the case of transfers  between
payroll locations of the Bank or between the Bank, its parent,  its subsidiaries
or its successor.

     "Date of Grant"  means the actual  date on which an Award is granted by the
Committee.

     "Director" means a member of the Board.

     "Disability" means the permanent and total inability by reason of mental or
physical  infirmity,  or both,  of an employee  to perform the work  customarily
assigned to him, or of a Director to serve as such. Additionally, in the case of
an employee,  a medical doctor selected or approved by the Board must advise the
Committee that it is either not possible to determine when such  Disability will
terminate or that it appears  probable  that such  Disability  will be permanent
during the remainder of said employee's lifetime.

     "Dividend  Equivalent  Rights" means the right to receive an amount of cash
based upon the terms set forth in Section 10 hereof.

     "Effective  Date"  means  the date of,  or a date  determined  by the Board
following, approval of the Plan by the Bank's stockholders.

     "Fair Market Value" means, when used in connection with the Common Stock on
a certain  date,  the reported  closing price of the Common Stock as reported by
the Nasdaq stock market (as published by The Wall Street Journal,  if published)
on such date,  or if the Common  Stock was not traded on such date,  then on the
day prior to such date, on the next  preceding day on which the Common Stock was
traded;  provided,  however,  that if the Common  Stock is not  reported  on the
Nasdaq stock market,  Fair Market Value shall mean the average sale price of all
shares of Common Stock sold during the 30-day period  immediately  preceding the
date on which such stock option was granted, and if no shares of stock have been
sold within such 30-day  period,  the average sale price of the last three sales
of Common Stock sold during the 90-day period immediately  preceding the date on
which such stock  option was  granted.  In the event Fair Market Value cannot be
determined  in the manner  described  above,  then Fair  Market  Value  shall be
determined by the Committee.  The Committee is authorized,  but is not required,
to obtain an  independent  appraisal to  determine  the Fair Market Value of the
Common Stock.

                                       2
"Incentive  Stock  Option"  means an Option  granted by the  Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 8.

     "Key Employee" means any person who is currently employed by the Bank or an
Affiliate who is chosen by the Committee to participate in the Plan.

     "Limited Right" means the right to receive an amount of cash based upon the
terms set forth in Section 9.

     "Non-Statutory  Stock Option"  means an Option  granted by the Committee to
(i) an Outside  Director  or (ii) to any other  Participant  and such  Option is
either (A) not designated by the Committee as an Incentive Stock Option,  or (B)
fails to satisfy the  requirements  of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.

     "Non-Employee Director" means, for purposes of the Plan, a Director who (a)
is not employed by the Bank or an Affiliate;  (b) does not receive  compensation
directly or  indirectly  as a  consultant  (or in any other  capacity  than as a
Director)  greater than $60,000;  (c) does not have an interest in a transaction
requiring  disclosure under Item 404(a) of Regulation S-K; or (d) is not engaged
in a business  relationship for which  disclosure would be required  pursuant to
Item 404(b) of Regulation S-K.

     "Normal  Retirement" means for a Key Employee,  retirement at the normal or
early  retirement date set forth in the Bank's Employee Stock Ownership Plan, or
any successor plan.  Normal Retirement for an Outside Director means a cessation
of  service on the Board of  Directors  for any reason  other than  removal  for
Cause,  after  reaching  65  years of age and  maintaining  at least 10 years of
Continuous Service.

     "Outside  Director" means a Director of the Bank or an Affiliate who is not
an employee of the Bank or an Affiliate.

     "Option" means an Award granted under Section 7 or Section 8.

     "Participant"  means a Key Employee or Outside  Director of the Bank or its
Affiliates who receives or has received an award under the Plan.

     "Reload  Option"  means  an  option  to  acquire  shares  of  Common  Stock
equivalent to the shares (i) used by a Participant to pay for an Option, or (ii)
deducted  from any  distribution  in order to satisfy  income tax required to be
withheld, based upon the terms set forth in Section 19.

     "Termination  for Cause" means the termination of employment or termination
of service on the Board caused by the individual's personal dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties,  or the willful  violation of any law, rule or
regulation  (other than  traffic  violations  or similar  offenses),  or a final
cease-and-desist order, any of which results in material loss to the Bank or one
of its Affiliates.

3.       Plan Administration Restrictions

     The  Plan  shall  be  administered  by  the  Committee.  The  Committee  is
authorized,  subject to the  provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper  administration of the Plan and
to make whatever  determinations and interpretations in connection with the Plan
it deems necessary or advisable.  All determinations and interpretations made by
the Committee  shall be binding and conclusive on all  Participants  in the Plan
and on their legal representatives and beneficiaries.

                                       3
All  transactions  involving a grant,  award or other  acquisition from the
Bank shall:

     (a) be approved by the Bank's full Board or by the Committee; or

     (b) be approved, or ratified, in compliance with Section 14 of the Exchange
Act,  by either:  the  affirmative  vote of the  holders  of a  majority  of the
securities  present,  or represented and entitled to vote at a meeting duly held
in accordance with the laws of the state in which the Bank is  incorporated;  or
the written consent of the holders of a majority of the securities of the issuer
entitled to vote provided that such  ratification  occurs no later than the date
of the next annual meeting of shareholders; or

     (c) result in the acquisition of an Option or Limited Right that is held by
the  Participant  for a  period  of  six  months  following  the  date  of  such
acquisition.

4.       Types of Awards

     Awards  under the Plan may be granted in any one or a  combination  of: (a)
Incentive Stock Options;  (b) Non-Statutory  Stock Options;  (c) Limited Rights;
(d) Dividend Equivalent Rights and (e) Reload Options.

5.       Stock Subject to the Plan

     Subject to  adjustment  as provided  in Section  17, the maximum  number of
shares  reserved for issuance  under the Plan is 208,786  shares.  To the extent
that Options or rights granted under the Plan are exercised,  the shares covered
will be  unavailable  for  future  grants  under the Plan;  to the  extent  that
Options,  together with any related  rights  granted under the Plan,  terminate,
expire or are canceled  without having been exercised or, in the case of Limited
Rights  exercised for cash, new Awards may be made with respect to these shares.
In  addition,  any shares  that are used for the full or partial  payment of the
exercise  price of any option in  connection  with a Reload  Option  will not be
counted as issued under the Plan and will be available  for future  grants under
the Plan.

6.       Eligibility

     Key Employees of the Bank and its  Affiliates  shall be eligible to receive
Incentive Stock Options,  Non-Statutory Stock Options,  Limited Rights, Dividend
Equivalent Rights and/or Reload Options under the Plan.  Outside Directors shall
be eligible to receive  Non-Statutory Stock Options,  Dividend Equivalent Rights
and Reload Options under the Plan.

7.       Non-Statutory Stock Options

     (a) Grants to Outside Directors and Key Employees.  The Committee may, from
time to time,  grant  Non-Statutory  Stock Options to eligible Key Employees and
Outside  Directors,  and,  upon such terms and  conditions  as the Committee may
determine,  grant Non-Statutory Stock Options in exchange for and upon surrender
of previously granted Awards under the Plan. Non-Statutory Stock Options granted
under the Plan,  including  Non-Statutory  Stock Options granted in exchange for
and upon surrender of previously  granted  Awards,  are subject to the terms and
conditions set forth in this Section 7.

     (b) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement  between the Bank and the Participant  specifying the number of shares
of Common Stock that may be acquired  through its exercise  and  containing  the
terms and  conditions  of the option  which shall not be  inconsistent  with the
terms of the Plan.

                                       4
(c) Price.  The purchase price per share of Common Stock  deliverable  upon
the exercise of each  Non-Statutory  Stock Option shall be the Fair Market Value
of the Common Stock of the Bank on the date the Option is granted. Shares may be
purchased  only upon full  payment of the  purchase  price in one or more of the
manners set forth in Section 13 hereof, as determined by the Committee.

     (d) Manner of Exercise and Vesting.  A  Non-Statutory  Stock Option granted
under the Plan shall vest in a  Participant  at the rate or rates  determined by
the  Committee.  A vested Option may be exercised from time to time, in whole or
in part,  by  delivering a written  notice of exercise to the President or Chief
Executive Officer of the Bank, or his designee. Such notice shall be irrevocable
and must be  accompanied by full payment of the purchase price in cash or shares
of Common  Stock at the Fair  Market  Value of such  shares,  determined  on the
exercise  date in the  manner  described  in  Section  2 hereof.  If  previously
acquired  shares of Common  Stock are  tendered in payment of all or part of the
exercise  price,  the value of such shares shall be determined as of the date of
such exercise.

     (e) Terms of Options. The term during which each Non-Statutory Stock Option
may be exercised  shall be determined by the Committee,  but in no event shall a
Non-Statutory Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant.  No Options shall be earned by a Participant  unless the
Participant  maintains Continuous Service until the vesting date of such Option,
except as set forth  herein.  The  shares  comprising  each  installment  may be
purchased  in  whole  or in part at any  time  after  such  installment  becomes
purchasable. The Committee may, in its sole discretion, accelerate or extend the
time at which any  Non-Statutory  Stock  Option may be  exercised in whole or in
part by Key  Employees  and/or  Outside  Directors.  Notwithstanding  any  other
provision  of this Plan,  in the event of a Change in Control of the  Company or
the Bank,  all  Non-Statutory  Stock Options that have been awarded shall become
immediately exercisable for three years following such Change in Control.

     (f)  Termination  of Employment or Service.  Upon the  termination of a Key
Employee's  employment or upon termination of an Outside  Director's service for
any reason other than Normal Retirement, death, Disability, Change in Control or
Termination for Cause, the  Participant's  Non-Statutory  Stock Options shall be
exercisable  only as to those shares that were  immediately  purchasable  on the
date of  termination  and only for three months  following  termination.  In the
event of Termination for Cause,  all rights under a Participant's  Non-Statutory
Stock  Options shall expire upon  termination.  In the event of  termination  of
service or employment due to the Normal  Retirement,  death or Disability of any
Participant, all Non-Statutory Stock Options held by the Participant, whether or
not  exercisable at such time,  shall be  exercisable by the  Participant or his
legal  representative  or  beneficiaries  for one year following the date of his
termination due to Normal Retirement,  death or Disability,  provided that in no
event shall the period extend beyond the expiration of the  Non-Statutory  Stock
Option term.

     (g)   Transferability.   In  the  discretion  of  the  Board,  all  or  any
Non-Statutory  Stock  Option  granted  hereunder  may  be  transferable  by  the
Participant  once the Option has vested in the Participant,  provided,  however,
that the Board may limit the  transferability  of such  Option or  Options  to a
designated class or classes of persons.

8.       Incentive Stock Options

     The Committee may, from time to time,  grant Incentive Stock Options to Key
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:

     (a) Option  Agreement.  Each Option shall be evidenced by a written  option
agreement between the Bank and the Key Employee  specifying the number of shares
of Common Stock that may be acquired  through its exercise and  containing  such
other terms and conditions that are not inconsistent with the terms of the Plan.

     (b) Price.  Subject to Section 17 of the Plan and  Section 422 of the Code,
the purchase  price per share of Common Stock  deliverable  upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market Value
of the Common Stock on the date the Incentive Stock Option is granted.  However,
if a Key  Employee  owns stock  possessing  more than 10% of the total  combined
voting  power of all  classes of stock of the Bank or its  Affiliates  (or under
Section 424(d) of the Code is deemed to own stock  representing more than 10% of

                                       5
the  total  combined  voting  power of all  classes  of stock of the Bank or its
Affiliates  by reason of the  ownership  of such  classes of stock,  directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendent
of such Key Employee, or by or for any corporation, partnership, estate or trust
of which  such Key  Employee  is a  shareholder,  partner or  Beneficiary),  the
purchase price per share of Common Stock  deliverable  upon the exercise of each
Incentive  Stock  Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date the Incentive  Stock Option is granted.  Shares may
be purchased  only upon payment of the full purchase price in one or more of the
manners  set forth in Section 13 hereof,  as  determined  by the  Committee.  No
option may be exercised for a price less than the Bank's par value per share.

     (c) Manner of Exercise.  Incentive  Stock  Options  granted  under the Plan
shall vest in a Participant  at the rate or rates  determined by the  Committee.
The vested  Options may be exercised  from time to time, in whole or in part, by
delivering  a written  notice of exercise to the  President  or Chief  Executive
Officer of the Bank or his  designee.  Such  notice is  irrevocable  and must be
accompanied  by full payment of the  purchase  price in cash or shares of Common
Stock at the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2.

     The Committee may, in its sole discretion, accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part, provided that it is
consistent with the terms of Section 422 of the Code. Notwithstanding the above,
in the event of a Change in Control,  all Incentive Stock Options that have been
awarded shall become  immediately  exercisable,  unless the  aggregate  exercise
price of the amount  exercisable  as a result of a Change in  Control,  together
with the aggregate  exercise  price of all other  Incentive  Stock Options first
exerciseable  in the year in which the Change in Control  occurs,  shall  exceed
$100,000 (determined as of the Date of Grant). In such event, the first $100,000
of  Incentive  Stock  Options  (determined  as of the  Date of  Grant)  shall be
exercisable  as Incentive  Stock Options and any excess shall be  exercisable as
Non-Statutory  Stock Options but shall remain  subject to the provisions of this
Section 8 to the extent permitted.

     (d)  Amounts of  Options.  Incentive  Stock  Options  may be granted to any
eligible Key Employee in such amounts as determined by the  Committee;  provided
that the amount granted is consistent with the terms of Section 422 of the Code.
Notwithstanding  the above,  the maximum number of shares that may be subject to
an Incentive  Stock Option  awarded under the Plan to any Key Employee  shall be
30,000. In granting  Incentive Stock Options,  the Committee shall consider such
factors as it deems  relevant,  which  factors may include,  among  others,  the
position and  responsibilities of the Key Employee,  the length and value of his
or her service to the Bank or an  Affiliate,  the  compensation  paid to the Key
Employee and the  Committee's  evaluation of the  performance of the Bank, or an
Affiliate,  according  to  measurements  that may  include,  among  others,  key
financial ratios,  levels of classified  assets, and independent audit findings.
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
(under all plans of the Bank and its Affiliates) shall not exceed $100,000.  The
provisions  of this Section 8(d) shall be  construed  and applied in  accordance
with  Section  422(d)  of the  Code  and the  regulations,  if any,  promulgated
thereunder.

     (e) Terms of Options. The term during which each Incentive Stock Option may
be exercised  shall be  determined  by the  Committee,  but in no event shall an
Incentive  Stock  Option be  exercisable  in whole or in part more than 10 years
from the Date of Grant.  If any Key  Employee,  at the time an  Incentive  Stock
Option is granted to him,  owns  stock  representing  more than 10% of the total
combined  voting power of all classes of stock of the Bank or its Affiliate (or,
under Section 424(d) of the Code, is deemed to own stock  representing more than
10% of the total combined voting power of all classes of stock, by reason of the
ownership  of such  classes  of stock,  directly  or  indirectly,  by or for any
brother,  sister, spouse, ancestor or lineal descendent of such Key Employee, or
by or for any  corporation,  partnership,  estate  or trust  of  which  such Key
Employee is a shareholder,  partner or Beneficiary),  the Incentive Stock Option
granted to him shall not be exercisable  after the expiration of five years from
the Date of Grant.  Notwithstanding  any other  provision  of this Plan,  in the
event of a Change in Control of the  Company or the Bank,  all  Incentive  Stock
Options that have been awarded shall become  immediately  exercisable  for three
years following such Change in Control.

     (f)  Termination  of Employment.  Upon the  termination of a Key Employee's
service  for any reason  other than  Disability,  Normal  Retirement,  Change in
Control,  death or Termination  for Cause,  the Key Employee's  Incentive  Stock
Options  shall be  exercisable  only as to those  shares  that were  immediately
purchasable  by such  Key  Employee  at the date of  termination  and only for a
period of three months  following  termination.  In the event of Termination for
Cause,   all  rights  under  the  Incentive  Stock  Options  shall  expire  upon
termination.

                                       6
Upon termination of a Key Employee's  employment due to Normal  Retirement,
death or  Disability,  all  Incentive  Stock  Options held by such Key Employee,
whether or not  exercisable at such time,  shall be exercisable  for a period of
one year  following the date of his cessation of employment,  provided  however,
that any such Option shall not be eligible for  treatment as an Incentive  Stock
Option in the event such Option is exercised  more than three  months  following
the date of his Normal  Retirement  or  termination  of  employment  following a
Change in Control;  and provided  further,  that no Option shall be eligible for
treatment  as an  Incentive  Stock  Option in the event such Option is exercised
more than one year  following  termination  of employment  due to Disability and
provided  further,  in order to obtain  Incentive  Stock  Option  treatment  for
Options exercised by heirs or devisees of an Optionee, the Optionee's death must
have  occurred  while  employed  or within  three (3) months of  termination  of
employment.  In no event shall the exercise  period extend beyond the expiration
of the Incentive Stock Option term.

     (g)  Transferability.  No Incentive  Stock Option granted under the Plan is
transferable  except  by will or the laws of  descent  and  distribution  and is
exercisable during his lifetime only by the Key Employee to which it is granted.

     (h)  Compliance  with Code.  The options  granted  under this Section 8 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code,  but the Bank  makes no  warranty  as to the  qualification  of any
Option as an  Incentive  Stock  Option  within the meaning of Section 422 of the
Code. If an Option granted  hereunder  fails for whatever  reason to comply with
the  provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

9.       Limited Rights

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any  Option  to any Key  Employee,  with  respect  to all or some of the  shares
covered by such Option. Limited Rights granted under the Plan are subject to the
following terms and conditions:

     (a) Terms of Rights.  In no event shall a Limited Right be  exercisable  in
whole or in part before the  expiration  of six months from the date of grant of
the  Limited  Right.  A Limited  Right may be  exercised  only in the event of a
Change in Control.

     The  Limited  Right may be  exercised  only when the  underlying  Option is
eligible to be exercised,  provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise  price of the related
Option.

     Upon  exercise of a Limited  Right,  the related  Option  shall cease to be
exercisable.  Upon exercise or  termination  of an Option,  any related  Limited
Rights shall  terminate.  The Limited Rights may be for no more than 100% of the
difference  between the  exercise  price and the Fair Market Value of the Common
Stock subject to the underlying  Option.  The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

     (b) Payment.  Upon exercise of a Limited  Right,  the holder shall promptly
receive from the Bank an amount of cash equal to the difference between the Fair
Market  Value on the Date of Grant of the  related  Option  and the Fair  Market
Value of the  underlying  shares  on the date the  Limited  Right is  exercised,
multiplied  by the number of shares with respect to which such Limited  Right is
being exercised. In the event of a Change in Control in which pooling accounting
treatment  is a  condition  to the  transaction,  the  Limited  Right  shall  be
exercisable  solely for shares of stock of the Bank, or in the event of a merger
transaction,  for  shares  of  the  acquiring  corporation  or  its  parent,  as
applicable.  The number of shares to be received on the exercise of such Limited
Right shall be  determined  by dividing  the amount of cash that would have been
available under the first sentence above by the Fair Market Value at the time of
exercise of the shares underlying the Option subject to the Limited Right.

                                       7
10.      Dividend Equivalent Rights

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Dividend  Equivalent Right with respect to all or some of the shares
covered by such Option.  Dividend  Equivalent Rights granted under this Plan are
subject to the following terms and conditions:

     (a) Terms of Rights.  A Dividend  Equivalent Right provides the Participant
with a cash benefit per share for each share underlying the unexercised  portion
of the related  Option  equal to the amount of any  extraordinary  dividend  (as
defined in Section  10(c)) per share of Common Stock  declared by the Bank.  The
terms and conditions of any Dividend  Equivalent Right shall be evidenced in the
Option  agreement  entered into with the Participant and shall be subject to the
terms and conditions of the Plan. A Dividend  Equivalent  Right is  transferable
only when the related Option is transferable and under the same conditions.

     (b) Payment. Upon the payment of an extraordinary dividend, the Participant
holding a Dividend  Equivalent Right with respect to Options or portions thereof
which have vested shall promptly  receive from the Bank the amount of cash equal
to the  amount  of  the  extraordinary  dividend  per  share  of  Common  Stock,
multiplied by the number of shares of Common Stock  underlying  the  unexercised
portion of the related Option. With respect to options or portions thereof which
have not  vested,  the  amount  that would have been  received  pursuant  to the
Dividend  Equivalent  Right with respect to the shares  underlying such unvested
Option or portion thereof shall be paid to the Participant holding such Dividend
Equivalent Right together with earnings  thereon,  on such date as the Option or
portion thereof becomes vested. Payments shall be decreased by the amount of any
applicable tax withholding prior to distribution to the Participant as set forth
in Section 19.

     (c)   Extraordinary   Dividend.   For  purposes  of  this  Section  10,  an
extraordinary  dividend is any dividend paid on shares of Common Stock where the
rate of the  dividend  exceeds  the  Bank's  weighted  average  cost of funds on
interest-bearing liabilities for the current and preceding three quarters.

11.      Reload Option

     Simultaneously with the grant of any Option to a Participant, the Committee
may grant a Reload  Option with respect to all or some of the shares  covered by
such Option.  A Reload Option may be granted to a Participant  who satisfies all
or part of the  exercise  price of the Option  with  shares of Common  Stock (as
described in Section  13(c) below).  The Reload Option  represents an additional
option to acquire  the same  number of shares of Common  Stock as is used by the
Participant to pay for the original  Option.  Reload Options may also be granted
to replace  Common  Stock  withheld by the Bank for  payment of a  Participant's
withholding  tax under Section 19. A Reload Option is subject to all of the same
terms and  conditions as the original  Option except that (i) the exercise price
of the shares of Common Stock subject to the Reload Option will be determined at
the time the  original  Option is  exercised  and (ii) such  Reload  Option will
conform  to all  provisions  of the  Plan at the  time the  original  Option  is
exercised.

12.      Surrender of Option

     In the event of a Participant's termination of employment or termination of
service as a result of death,  Disability or Normal Retirement,  the Participant
(or his or her personal  representative(s),  heir(s),  or devisee(s))  may, in a
form acceptable to the Committee,  make  application to surrender all or part of
the Options  held by such  Participant  in exchange  for a cash payment from the
Bank of an amount equal to the  difference  between the Fair Market Value of the
Common Stock on the date of termination of employment or the date of termination
of service on the Board and the exercise price per share of the Option.  Whether
the Committee  accepts such application or determines to make payment,  in whole
or part,  is  within  its  absolute  and  sole  discretion,  it being  expressly
understood  that  the  Committee  is  under  no  obligation  to any  Participant
whatsoever to make such payments.  In the event that the Committee  accepts such
application and determines to make payment, such payment shall be in lieu of the
exercise of the underlying Option and such Option shall cease to be exercisable.
8

13.      Alternate Option Payment Mechanism

     The Committee has sole discretion to determine what form of payment it will
accept for the exercise of an Option.  The  Committee  may  indicate  acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise.  No Option is to be  considered  exercised
until payment in full is accepted by the Committee or its agent.

     (a) Cash  Payment.  The exercise  price may be paid in cash or by certified
check. To the extent permitted by law, the Committee may permit all or a portion
of the exercise price of an Option to be paid through borrowed funds.

     (b) Cashless Exercise.  Subject to vesting requirements,  if applicable,  a
Participant may engage in a "cashless  exercise" of the Option.  Upon a cashless
exercise,  the Participant shall give the Bank written notice of the exercise of
the Option,  together with an order to a registered  broker-dealer or equivalent
third party,  to sell part or all of the Common Stock  subject to the Option and
to deliver  enough of the proceeds to the Bank to pay the Option  exercise price
and any  applicable  withholding  taxes.  If the  Participant  does not sell the
Common  Stock  subject  to the  Option  through a  registered  broker-dealer  or
equivalent  third party,  the  Optionee can give the Bank written  notice of the
exercise of the Option and the third party purchaser of the Common Stock subject
to the Option shall pay the Option  exercise price plus  applicable  withholding
taxes to the Bank.

     (c)  Exchange of Common  Stock.  The  Committee  may permit  payment of the
Option  exercise price by the tendering of previously  acquired shares of Common
Stock.  All shares of Common Stock  tendered in payment of the exercise price of
an Option  shall be valued at the Fair Market  Value of the Common  Stock on the
date prior to the date of  exercise.  No tendered  shares of Common  Stock which
were acquired by the Participant  upon the previous  exercise of an Option or as
awards under a stock award plan (such as the Bank's  Recognition  and  Retention
Plan) shall be accepted for exchange unless the Participant has held such shares
(without  restrictions  imposed  by said plan or award)  for at least six months
prior to the exchange.

14.      Rights of a Stockholder

     A  Participant  shall have no rights as a  stockholder  with respect to any
shares covered by a Non-Statutory  and/or  Incentive Stock Option until the date
of issuance of a stock  certificate  for such shares.  Nothing in the Plan or in
any Award  granted  confers on any person any right to continue in the employ of
the Bank or its  Affiliates  or to continue to perform  services for the Bank or
its  Affiliates  or  interferes  in any way  with  the  right of the Bank or its
Affiliates to terminate his services as an officer,  director or employee at any
time.

15.      Agreement with Participants

     Each Award of Options,  Reload  Options,  Limited  Rights  and/or  Dividend
Equivalent  Rights will be  evidenced  by a written  agreement,  executed by the
Participant  and the Bank or its  Affiliates,  that describes the conditions for
receiving  the  Awards,  including  the  date  of  Award,  the  purchase  price,
applicable periods, and any other terms and conditions as may be required by the
Board or applicable securities law.

16.      Designation of Beneficiary

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death, any Option,  Reload Option,  Limited
Rights Award or Dividend  Equivalent  Rights to which he would then be entitled.
Such  designation  will be made upon forms supplied by and delivered to the Bank
and may be revoked in writing. If a Participant fails effectively to designate a
Beneficiary, then his estate will be deemed to be the Beneficiary.

                                       9
17.      Dilution and Other Adjustments

     In the event of any  change in the  outstanding  shares of Common  Stock by
reason of any  stock  dividend  or split,  pro rata  return  of  capital  to all
shareholders,   recapitalization,   or  any  merger,  consolidation,   spin-off,
reorganization, combination or exchange of shares, or other corporate change, or
other  increase  or  decrease  in such  shares,  without  receipt  or payment of
consideration  by the  Bank,  the  Committee  shall  make  such  adjustments  to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

     (a)  adjustments in the aggregate number of shares of Common Stock that may
          be awarded under the Plan;

     (b)  adjustments in the aggregate number of shares of Common Stock that may
          be awarded to any single individual under the Plan;

     (c)  adjustments in the aggregate  number of shares of Common Stock covered
          by Awards already made under the Plan; or

     (d)  adjustments  in the purchase  price of  outstanding  Incentive  and/or
          Non-Statutory  Stock  Options,  or any Related  Options or any Limited
          Rights attached to such Options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant  under a previously  granted  Award.  With respect to
Incentive Stock Options,  no such adjustment shall be made if it would be deemed
a "modification" of the Award under Section 424 of the Code.

18.      Effect of a Change in Control on Option Awards

     In the  event  of a Change  in  Control,  the  Committee  and the  Board of
Directors  will take one or more of the following  actions to be effective as of
the date of such Change in Control:

     (a) provide that such Options shall be assumed, or equivalent options shall
be substituted ("Substitute Options") by the acquiring or succeeding corporation
(or an  affiliate  thereof),  provided  that:  (A) any such  Substitute  Options
exchanged for Incentive  Stock  Options shall meet the  requirements  of Section
424(a) of the Code,  and (B) the shares of stock  issuable  upon the exercise of
such Substitute  Options shall  constitute  securities  registered in accordance
with the  Securities  Act of 1933,  as amended  ("1933 Act") or such  securities
shall be exempt from such  registration in accordance  with Sections  3(a)(2) or
3(a)(5)  of the 1933 Act,  (collectively,  "Registered  Securities"),  or in the
alternative,  if the  securities  issuable upon the exercise of such  Substitute
Options shall not constitute  Registered  Securities,  then the Participant will
receive  upon  consummation  of the  Change in Control a cash  payment  for each
Option  surrendered equal to the difference between the (1) Fair Market Value of
the consideration to be received for each share of Common Stock in the Change in
Control times the number of shares of Common Stock  subject to such  surrendered
Options,  and (2) the aggregate exercise price of all such surrendered  Options,
or

     (b) in the event of a  transaction  under the terms of which the holders of
Common Stock will receive upon consummation  thereof a cash payment (the "Merger
Price")  for each  share of Common  Stock  exchanged  in the  Change in  Control
transaction, 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  Options  held  by each  Optionee  (to the  extent  then
exercisable  at prices not in excess of the Merger  Price) and (B) the aggregate
exercise price of all such surrendered  Options in exchange for such surrendered
Options.

19.      Withholding

     There may be deducted  from each  distribution  of cash and/or Common Stock
under the Plan the minimum amount of tax required by any governmental  authority
to be withheld. Shares of Common Stock shall be withheld where required from any
distribution of Common Stock.

                                       10
20.      Amendment of the Plan

     The Board may at any time, and from time to time,  modify or amend the Plan
in any respect,  or modify or amend an Award  received by Key  Employees  and/or
Outside Directors; provided, however, that no such termination,  modification or
amendment may affect the rights of a Participant,  without his consent, under an
outstanding  Award.  Any amendment or modification of the Plan or an outstanding
Award under the Plan,  including but not limited to the  acceleration of vesting
of an  outstanding  Award for  reasons  other  than  death,  Disability,  Normal
Retirement,  or a Change in Control,  shall be approved by the  Committee or the
full Board of the Bank.

21.      Effective Date of Plan

     The Plan shall become  effective upon the date of, or a date  determined by
the  Board  of  Directors   following   approval  of  the  Plan  by  the  Bank's
stockholders.

22.      Termination of the Plan

     The right to grant Awards under the Plan will terminate upon the earlier of
(i) 10 years after the Effective Date, or (ii) the date on which the exercise of
Options or related Rights  equaling the maximum number of shares  reserved under
the Plan  occurs,  as set forth in Section 5. The Board may suspend or terminate
the Plan at any time,  provided that no such action will, without the consent of
a Participant, adversely affect his rights under a previously granted Award.

(23.)    Successors and Assigns

24.      Applicable Law

         The Plan will be administered in accordance with the laws of the State
of New Jersey.

                                       11
IN WITNESS WHEREOF, the Bank has caused the Plan to be executed by its duly
authorized  officers and the corporate seal to be affixed and duly attested,  as
of the 24th day of April, 2003.

Date Approved by Stockholders:      April 24, 2003

Effective Date:   April 24, 2003

ATTEST:                                              BAYONNE COMMUNITY BANK

/s/ Donald S. Cymbor                              /s/ Donald Mindiak
--------------------------                           ------------------------
Secretary                                             Chief Executive Officer