UNITY BANCORP INC /DE/, 424B1, 1996-11-13

UNITY BANCORP INC /DE/
424B1, 1996-11-13
STATE COMMERCIAL BANKS

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PROSPECTUS

[UNITY BANCORP, INC. LOGO]

365,000 UNITS

Unity Bancorp, Inc. (the "Company"), a Delaware corporation and bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA") is offering for sale (the "Offering") 365,000 Units (the
"Units") at a per Unit price of $13.75. Each Unit consists of one share of
Common Stock, no par value (the "Common Stock"), and one warrant (a "Warrant")
to purchase one share of Common Stock at an exercise price of $15.75 for a
period of two years from the date of issuance. The Offering will commence on
November 12, 1996 and will terminate on December 13, 1996 (subject to extension
by the Board of Directors of the Company as provided for herein, the "Offering
Termination Date"). The Offering may be extended for a period of time not to
exceed 30 days after the Offering Termination Date.

Prior to the date of the Offering, there has been only a limited trading
market in the Common Stock and no trading market in the Units or Warrants. On
November 1, 1996, the last reported sale price of the Common Stock on the NASDAQ
Bulletin Board was $13.50. The Company has received conditional approval to have
the Common Stock listed on the American Stock Exchange under the symbol "UBI",
although no assurances can be given that the Company will satisfy all of the
conditions contained in the conditional approval. If such conditions cannot be
met, the Common Stock will be traded on the NASDAQ Bulletin Board. See "SPECIAL
CONSIDERATIONS AND RISK FACTORS--Absence Of a Public Market."

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

PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE INFORMATION CONTAINED
HEREIN UNDER THE HEADING "SPECIAL CONSIDERATIONS AND RISK FACTORS."

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
- --------------------------------------------------------------------------------
Per Unit ........... $13.75 None $13.75
- --------------------------------------------------------------------------------
Total (3) ........ $5,018,750 None $5,018,750
================================================================================

(1)The Company has not engaged any underwriter in connection with the Offering.
Offers and sales of the Units will be effected through Robert J. Van
Volkenburgh and James Hyman, officers of the Company, who will not be
separately paid for such activities. No discounts or commissions will be
paid to such officers. See "THE OFFERING--PLAN OF DISTRIBUTION."

(2) Before deducting offering expenses payable by the Company estimated to be
$150,000.

(3) The Company has retained an option to sell up to an additional 36,500 Units,
on the same terms and conditions set forth herein, solely to cover
over-subscriptions, if any. If such option is exercised in full, the Price
to the Public and Proceeds to the Company will be $5,520,625.

This Prospectus shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

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

The Units are offered, subject to prior sale, and subject to the right of
the Company to withdraw, cancel or modify such offer and to reject any order in
whole or in part. The Offering covered by this Prospectus will expire on the
Offering Termination Date, unless the Company, in its sole discretion, shall
extend the offer. It is expected that delivery of the certificates representing
the Common Stock and the Warrants purchased as part of the Units during the
Offering will be made against payment therefor on or about December 13, 1996 at
the offices of the Company, Clinton, New Jersey.

The date of this Prospectus is November 12, 1996.

<PAGE>

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.

AVAILABLE INFORMATION

Unity Bancorp, Inc. has filed with the Securities and Exchange Commission
(the "Commission" or the "SEC") in Washington, D.C., a Registration Statement on
Form SB-2 (herein, together with all amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Units offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all the information set
forth in the Registration Statement and the exhibits thereto and reference is
made to the Registration Statement and exhibits thereto for further information
with respect to Unity Bancorp, Inc. and the Units offered hereby. Statements
herein concerning the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement, together with exhibits, may be inspected without charge,
and copied at prescribed rates at the principal or regional offices of the
Commission at the addresses indicated above. Copies also may be obtained at
prescribed rates from the public reference facilities maintained by the
Commission, at 450 Fifth Street, N.W., Washington, D.C.

In connection with the Offering, the Company will become subject to the
informational requirements of Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith, will file
reports and other information with the Commission. Such reports and other
information can be inspected without charge and copied at prescribed rates at
the public reference facilities maintained by the SEC at Room 1024 Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549 and at its regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and 7 World Trade Center, 15th Floor, New York, NY 10048.
Copies of such material can also be obtained at prescribed rates from the SEC's
Public Reference Section, 450 Fifth Street, N.W., Washington, DC 20549 and its
public reference facilities in Chicago, Illinois and New York, New York.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and consolidated financial
statements (including the notes thereto) appearing elsewhere in this Prospectus.
The term Company as used herein refers to Unity Bancorp, Inc. and its wholly
owned subsidiary, First Community Bank (the "Bank").

THE COMPANY

Unity Bancorp, Inc. is a one-bank holding company incorporated under the
laws of the State of Delaware to serve as a holding company for the Bank. The
Bank opened for business on September 16, 1991. The Bank is a full-service
commercial bank, providing a wide range of business and consumer financial
services through its main office and four branches located in Clinton, North
Plainfield, Flemington, Springfield, and Scotch Plains, New Jersey. The Bank's
primary trade area encompasses the Route 22/Route 78 corridor between the Bank's
Clinton, New Jersey main office and its Springfield, New Jersey branch. This
trade area includes communities in Hunterdon, Middlesex, Morris, Somerset and
Union Counties, New Jersey.

The Company is subject to the supervision and regulation of the Board of
Governors of the Federal Reserve System (the "FRB"). The Bank is a New Jersey
chartered commercial bank whose deposits are insured by the Savings Association
Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC").
See "RECENT DEVELOPMENTS--RECENT LEGISLATION." The operations of the Company and
the Bank are subject to the supervision and regulation of FRB, FDIC and the New
Jersey Department of Banking.

On September 13, 1996, the Company redeemed $2.0 million in its outstanding
subordinated debt in exchange for 201,000 shares of its Common Stock. This
subordinated debt was held by affiliates of the Company, including members of
the Board of Directors of the Company and the Bank and their affiliates. The
shares issued in exchange for the subordinated debt may not be transferred by
these affiliates until September, 1998, two years after consummation of the
exchange offer, when parties may begin transferring these shares pursuant to
SEC Rule 144, assuming the conditions of the Rule are satisified.

The principal executive offices of Unity Bancorp, Inc. are located at 64
Old Highway 22, Clinton, NJ 08809, and the telephone number is (908) 730-7630.

THE OFFERING

Securities Offered............ 365,000 Units, each Unit
consisting of one share of
Common Stock and one Warrant.

Shares of Common Stock
outstanding prior
to the Offering ............. 1,562,740 shares

Shares of Common Stock
outstanding after the
Offering(1) .................. 1,927,740 shares

Warrants...................... Each Warrant entitles the
holder thereof to purchase one
share of Common Stock at an
exercise price of $15.75,
subject to adjustment upon the
occurrence of certain events.
The Warrants, which are
immediately exercisable, will
expire two years from their
date of issuance.

The Offering and
Plan of Distribution.......... The Company is offering
365,000 Units, each Unit
consisting of one share of
Common Stock and one Warrant
to purchase one share of
Common Stock. Units will be
offered by certain officers of
the Company to the general
public. All subscriptions for
the Units may be made by
completing the Subscription
Agreement accompanying this
Prospectus and mailing the
Subscription Agreement and the
aggregate purchase price for
the Units to the Company.
See "THE OFFERING--PLAN OF
DISTRIBUTION."

Dividends..................... The Company has paid regular
quarterly cash dividends since
the first quarter of 1995.

- --------

(1) Does not include 365,000 shares of Common Stock reserved for issuance
upon exercise of the Warrants. Assumes the Company does not exercise its right
to issue an additional 36,500 Units to fill over subscriptions.

<PAGE>

The current quarterly dividend is $.05 per
share. The Company has also issued a 10%
stock dividend in 1993 and 1994 and a 5%
stock dividend in 1996. In addition in
October, 1996, the Company deferred a 5-4
stock split. The future payment of dividends,
if any, by the Company will be determined
from time to time based upon, among other
things, the Company's performance and capital
needs.

Use of Proceeds............... The proceeds of the Offering will be used to
fund the Company's continued expansion, both
through the establishment of new branches
and through increased lending and investment
activities.

Market for Securities......... The Units, the Common Stock and the Warrants
are currently not listed on any securities
exchange or on the NASDAQ National or
SmallCap Markets. The Common Stock does trade
from time to time on the NASDAQ Bulletin
Board. There is no trading market for the
Units or the Warrants. In connection with the
Offering, the Company has received
conditional approval to have the Common Stock
listed on the American Stock Exchange under
the symbol "UBI". Among the conditions
contained in the approval is a requirement
that the Units sold pursuant to the Offering
be distributed to at least 100 subscribers
who are not current stockholders of the
Company. Although the Company intends to use
its best efforts to satisfy this requirement,
no assurance can be given that the Company
will be able to satisfy this condition. In
the event the Company is unable to satisfy
this condition, the Common Stock will not be
listed on the American Stock Exchange and
will, instead, be traded on the NASDAQ
Bulletin Board.

Special Considerations and
Risk Factors.................. Prospective purchasers of the Units should
consider the information discussed under the
heading "SPECIAL CONSIDERATIONS AND RISK
FACTORS."

<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth at and for each of the
two years presented below are derived from the consolidated financial statements
of the Company, which have been audited by Arthur Andersen LLP, independent
auditors, whose report thereon is included elsewhere herein. The selected
consolidated financial information for the six month periods ended June 30, 1996
and 1995 are derived from unaudited financial statements of the Company. The
results of operations for the six months ended June 30, 1996 are unaudited and
are not necessarily indicative of the results of operations to be expected for
the twelve months ending December 31, 1996. The selected consolidated financial
information should be read in conjunction with the consolidated financial
statements of the Company, including the related notes, thereto set forth
elsewhere in this Prospectus.

Six Months Ended Years Ended
June 30, December 31,
------------------ ------------------
1996 1995 1995 1994
------ ------ ------ ------

(Dollars in thousands, except per share data)

INCOME STATEMENT DATA:

Interest income ................ $4,949 $3,461 $7,770 $4,938
Interest expense ............... 2,136 1,350 3,334 1,830
------ ------ ------ ------
Net interest income ............ 2,813 2,111 4,436 3,108
Provision for loan losses ...... 257 145 229 161
Other income ................... 1,050 625 1,385 628
Other expense .................. 2,791 1,777 3,978 2,600
------ ------ ------ ------

Income before income taxes ..... 815 814 1,614 975

Income tax expense ............. 312 313 609 219
------ ------ ------ ------
Net income ..................... $ 503 $ 501 $1,005 $ 756
====== ====== ====== ======

Six Months Ended Years Ended
June 30, December 31,
---------------------- -----------------
1996 1995 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>

PER SHARE DATA:

Net Income(1) ................ $ 0.38 $ 0.42 $ 0.83 $ 0.67
Cash dividends(1)............. 0.09 0.11 0.19 -0-
Book value(1)................. 7.53 6.54 7.04 6.13

Weighted average shares
outstanding(1)................ 1,322,853 1,202,975 1,203,774 1,126,193

BALANCE SHEET DATA:

Total Assets ................. $138,448 $ 96,581 $121,804 $ 78,648

Total loans .................. 84,064 46,033 59,108 36,421

Investment
securities(2) ................ 34,208 31,912 36,161 30,476
Deposits ..................... 125,623 86,565 110,998 70,695

Total stockholders'
equity ....................... 10,256 7,874 8,476 7,360

PERFORMANCE RATIOS:

Return on average
assets ....................... .78% 1.17% 1.03% 1.07%

Return on average
stockholders' equity ......... 10.58% 13.27% 12.82% 11.53%

Net interest margin .......... 4.55% 5.12% 4.70% 4.52%

Dividend payout ratio ........ 23.96% 27.43% 22.81% 0%

Equity to assets ratio ....... 7.38% 8.84% 8.07% 9.26%
</TABLE>

- --------
(1) As adjusted to give effect to the Company's 5 for 4 stock split
payable October 28, 1996 to shareholders of record as of October 15, 1996.

(2) Includes securities held to maturity and securities available for sale.

<PAGE>

SPECIAL CONSIDERATIONS AND RISK FACTORS

A prospective purchaser should review and consider carefully the following
factors, together with the other information contained in this Prospectus, in
evaluating an investment in the Units.

DISPARITY IN PREMIUMS

Unlike most commercial banks, deposits of the Bank are insured by SAIF.
Over the past two years, insurance premium rates for SAIF insured institutions
have been substantially higher than those for institutions insured by the Bank
Insurance Fund ("BIF") of the FDIC. The higher assessment was due to two
factors: first, the SAIF was not capitalized to its statutorily mandated reserve
ratio of 1.25% of insured deposits, while the BIF reached this level of reserves
in mid 1995; second, SAIF premiums were used, in part, to pay interest due on
bonds insured by the Federal Financial Corporation ("FICO") in the mid 1980s to
fund a portion of the thrift bailout. BIF assessments were not so used. On
September 30, 1996, the Insurance Deposit Funds Act of 1996 (the "Deposit Act")
became law. See "RECENT DEVELOPMENTS--Recent Legislation." Among the purposes of
the Deposit Act is the equalization of deposit insurance assessments between BIF
and SAIF insured institutions and separation of the FICO repayment obligation
from deposit insurance assessments. Pursuant to the Deposit Act, BIF insured
institutions will, for the first time, be required to pay a portion of the
obligations owed under the FICO bonds. However, the Deposit Act has set the
rates of contribution between SAIF and BIF institutions differently, requiring
SAIF institutions to pay 6.4 basis points on assessed deposits while BIF
institutions are only required to pay 1.3 basis points of assessed deposits.
This disparity will stay in effect until such time as the thrift and commercial
bank charters are merged and the deposit insurance funds are merged. Under the
Deposit Act, this may occur by January 1, 1999 if legislation is adopted to
merge the various financial institution charters. In the interim, SAIF insured
institutions, like the Bank, will continue to pay higher FICO bond assessments
than BIF insured institutions. This disparity in assessments may place SAIF
members, such as the Bank, at a competitive disadvantage to BIF members with
respect to pricing of loans and deposits and the ability to achieve lower
operating costs.

GROWTH STRATEGY

The Company has adopted an aggressive growth strategy pursuant to which the
Company has grown through the establishment of new branches. The Company has
opened three new branches in Flemington, Springfield and Scotch Plains, New
Jersey since June 1, 1995.

Growth through de novo branching involves certain risks and costs which
might not be incurred if the Company acquired an existing institution or branch
along with its associated deposits and loans. In establishing de novo branches,
the Company is required to enter into a market which may already be served by
existing institutions and compete without the benefit of existing customer
relationships. The Company must fund the majority of a branch's start up costs
prior to the time the branch opens for business and attracts deposits. It
typically takes up to twelve months for a branch to contribute to the Company's
profitability.

CONTROL BY OFFICERS AND DIRECTORS

Upon completion of the Offering, directors and executive officers of the
Company and their affiliates will control a substantial percentage of the Common
Stock. Executive officers and directors of the Company will own approximately
54% of the outstanding shares of the Common Stock. Because the directors and
executive officers will own a majority of the Company's outstanding Common
Stock, as a practical matter, it will be difficult to undertake any corporate
actions requiring stockholder approval, or to elect a board of directors of the
Company, without the support of the directors, executive officers and their
affiliates.

ABSENCE OF A PUBLIC MARKET

There is currently no established public market for the Units, the Common
Stock and the Warrants. The Common Stock trades from time to time on the NASDAQ
Bulletin Board. In connection with the Offering, the Company has applied to have
the Common Stock listed on the American Stock Exchange. The Common Stock has
been conditionally approved for listing on the American Stock Exchange under the
symbol "UBI". Among the conditions contained in the American Stock Exchange's
approval is a requirement that the Units sold in the Offering be distributed to
at least 100 subscribers who are not existing shareholders of the Company.
Although the Company

<PAGE>

intends to use its best efforts to satisfy this requirement, no assurance
can be given that the Company will be successful in satisfying the conditions
included in the American Stock Exchange's conditional approval for having the
Common Stock listed on the American Stock Exchange. In the event the Common
Stock is not listed on the American Stock Exchange, the Common Stock will be
traded on the NASDAQ Bulletin Board. However, the NASDAQ Bulletin Board provides
a far less liquid market for trading of the Common Stock and it may be more
difficult for shareholders to sell large blocks of the Common Stock if the
Company's Common Stock is traded on the NASDAQ Bulletin Board instead of the
American Stock Exchange. Even if the Common Stock is listed on the American
Stock Exchange, no assurances can be given that an active public trading market
for the Common Stock will develop or if such a market develops, that it will be
sustained.

SOURCES OF DIVIDENDS ON COMMON STOCK

The Company is a legal entity separate and distinct from the Bank. The
Company has no material assets other than its ownership of the Bank. Earnings of
the Company are wholly dependent on the earnings of the Bank, as the Company has
engaged in no significant operations of its own. Accordingly, the earnings of
the Company, and its ability to pay dividends with respect to the Common Stock,
are largely dependent on the receipt by the Company of the earnings of the Bank
in the form of dividends. Any restriction on the ability of the Bank to pay
dividends to the Company could significantly and adversely affect the ability of
the Company to pay dividends with respect to the Common Stock.

The Bank's ability to pay dividends or make other capital distributions to
the Company is governed by regulations imposed

by the FDIC and the New Jersey Department of Banking (the "Department"), the
Bank's primary regulators. See "SUPERVISION AND REGULATION."

COMPETITION

The banking and financial services field in which the Company is engaged is
highly competitive and most competitors have substantially greater financial
resources than the Company does. The Company's principal market area is served
by branch offices of large commercial banks and thrift institutions. Such
institutions have substantially greater resources than the Company to expend
upon advertising and marketing, and their substantially greater capitalization
enables those competitors to make much larger loans. The Company's success
depends a great deal upon its judgment that large and mid-size financial
institutions do not adequately serve small businesses and consumers in its
principal market area and the Company's ability to compete favorably for such
customers.

In addition to existing competition, on September 29, 1994, the Riegel-Neal
Interstate Banking and Branching Efficiency Act (the "Interstate Act") was
signed into law. The Interstate Act reduces restrictions on the acquisition of
New Jersey financial institutions by out of state bank holding companies and
financial institutions, and permits the operations of acquired New Jersey
institutions to be conducted under existing charters, thereby making
acquisitions of New Jersey institutions more efficient and cost effective for
out of state bank holding companies and financial service institutions. Adoption
of the Interstate Act may make the New Jersey banking market even more
competitive than it currently is. See "SUPERVISION AND REGULATION."

LENDING RISKS

The risk of non-payment (or deferred or delayed payment) of loans is
inherent in commercial banking. Such non-payment, or delayed or deferred payment
of loans to the Company, if they occur, may have a material adverse effect on
the Company's earnings and overall financial condition. Additionally, in
compliance with applicable banking laws and regulations and in light of sound
judgment, the Company maintains an allowance for loan losses created through
charges against earnings. As of June 30, 1996, the Company's allowance for loan
losses was $774,417. The Company's marketing focus on small to medium-size
businesses may result in the assumption by the Company of certain lending risks
that are different from or greater than those which would apply to loans made to
larger companies. Company management seeks to minimize the Company's credit risk
exposure through credit controls which include evaluation of potential
borrowers, collateral available, liquidity and cash flow. However, there can be
no assurance that such procedures will actually reduce loan losses.

FUTURE ISSUANCE OF SECURITIES; EXERCISE OF WARRANTS

In order to have sufficient capital to facilitate its growth strategy, the
Company may be required to raise additional capital. In the event the Company is
unable to raise such capital, it may not be able to undertake its current

<PAGE>

expansion strategy and management will be required to reorient its long term
strategy for the Company. There can be no assurance that the Company will be
able to generate or attract additional capital in the future on favorable terms.
In addition, the issuance of additional securities to raise additional capital
may result in dilution to the then current stockholders of the Company.

The Warrants issued as part of the Units may not be exercised unless the
Company maintains an effective registration statement covering the shares of
Common Stock issuable upon exercise of the Warrants with the SEC and with
various securities administrators for the states in which the warrant holders
reside, or unless the issuance of such shares of Common Stock is exempt from
registration. Although the Company will make every reasonable effort to maintain
such registration, no assurances can be given that the Company will be
successful.

POTENTIAL IMPACT OF CHANGES IN MONETARY POLICY AND INTEREST RATES

The operating results of the Company may be significantly affected
(favorably or unfavorably) by market rates of interest which, in turn, are
affected by prevailing economic conditions, by the fiscal and monetary policies
of the United States Government and by the policies of various regulatory
agencies. The earnings of the Company will depend primarily upon its interest
rate spread (i.e., the difference between income earned on its loans and
investments and the interest paid on its deposits). Like many financial
institutions, the Company may be subject to the risk of fluctuations in interest
rates, which, if significant, may have a material adverse effect on its
operations. See "SUPERVISION AND REGULATION".

SUPERVISION AND REGULATION

The Federal and state laws and regulations applicable to the Company and
the Bank give regulatory authorities extensive discretion in connection with
their supervisory and enforcement responsibilities, and generally have been
promulgated to protect depositors and the deposit insurance funds and not for
the purpose of protecting stockholders. These laws and regulations can
materially affect the future business of the Company and the Bank. Laws and
regulations now affecting the Company and the Bank may be changed at any time,
and the interpretation of such laws and regulations by bank regulatory
authorities is also subject to change. The Company can give no assurance that
future changes in laws and regulations or changes in their interpretation will
not adversely affect the business of the Company and the Bank. See "SUPERVISION
AND REGULATION."

POSSIBLE DILUTIVE EFFECT OF ISSUANCE OF COMMON STOCK

The issuance of up to an additional 365,000 shares of Common Stock (or
401,500 shares if the Company exercises its over-allotment option) could have a
dilutive effect on the Company's historical earnings per share unless management
is able to effectively utilize the proceeds of the Offering to increase the
Company's earnings sufficiently to offset the number of shares of Common Stock
sold in the Offering.

DISCRETION BY MANAGEMENT OVER USE OF PROCEEDS

Although several possible uses for the proceeds from the sale of the Units
have been identified, the actual uses and the timing of such uses of proceeds
will be at the discretion of management and the Board of Directors of the
Company. See "USE OF PROCEEDS."

RECENT DEVELOPMENTS

RECENT LEGISLATION

On September 30, 1996, the Deposit Insurance Fund Act of 1996 became law.
The primary purpose of the Deposit Act is to recapitalize the SAIF by charging
all SAIF member institutions a one time special assessment of 65.7 basis points
of the institution's SAIF assessable deposits as of March 31, 1995. Certain
institutions, like the Bank, which were chartered as de novo SAIF insured
commercial banks are to receive a reduction in their assessment of 20%. Based
upon the Bank's March 31, 1995 SAIF assessable deposits, the after tax cost to
the Bank of the special assessment was $222,300. As a result of the
recapitalization of the SAIF, FDIC premium assessments to SAIF members, both in
the form of insurance premiums and for repayment of the FICO obligations, is
expected to be reduced from 23 basis points to 6.4 basis points for the
healthiest thrift institutions. Had this 6.4 basis point assessment rate been in
effect through the nine months ended September 30, 1996, the Company's Federal
deposit insurance

<PAGE>

premium expense would have been reduced by $131,620. The Deposit Act also
calls for the federal banking agencies to study the various financial
institution charters and propose a single standard federal charter, thereby
doing away with the separate bank and thrift charters. If a single charter is
adopted, the BIF and SAIF will be merged on January 1, 1999. At that time, all
insured institutions will pay the same FDIC assessment. The Deposit Act also
contains a provision which prohibits deposit migration for the purposes of
evading the premium differential between BIF and SAIF members. At this time,
management is unable to predict when or if a unified Federal charter will be
adopted and when and if the BIF and the SAIF will be merged, or the effect, if
any, of these events upon the Company.

SEPTEMBER 30, 1996 FINANCIAL RESULTS

The selected consolidated financial and other data and financial ratios of
the Company set forth below at and for the nine months ended September 30, 1996
and 1995 were derived from the unaudited consolidated financial statements. In
the opinion of management, all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of the results of unaudited
periods presented have been included. The results of operations and ratios and
other data presented for the nine months ended September 30, 1996 are not
necessarily indicative of the results of operations for the fiscal year ended
December 31, 1996.

At September 30, December, 31
1996 1995
---------------- ------------
(In Thousands)
SELECTED FINANCIAL CONDITION DATA:
Total assets $156,488 $121,804
Loans receivable, net 89,184 58,497
Securities held to maturity 21,091 19,857
Securities available for sale
(at market value) 13,939 16,304
Total deposits 143,035 110,998
Shareholders' Equity 12,332 8,476

For the Nine Months Ended
September 30,
-------------------------------
1996 1995
---------- ----------
(In Thousands)
SELECTED OPERATING DATA:
Interest income $ 7,776 $ 5,536
Interest expense 3,405 2,295
---------- ----------
Net interest income 4,371 3,241
Provision for loan losses 365 190
---------- ----------
Net interest income after
provision for loan losses 4,006 3,051
Net gain (loss) on sale of securities 32 (19)
Gain on sale of loans 1,068 654
Other non-interest income 634 398
Special SAIF Assesment 370 0
Other non-interest expense 4,358 2,792
---------- ----------
Income before income tax expense 1,012 1,292
Income tax expense 382 492
---------- ----------
Net Income $ 629 $ 800
========== ==========
SELECTED FINANCIAL RATIOS:
Per share data:
Net income after extraordinary item $ 0.47 $ 0.66
Cash dividends $ 0.11 $ 0.15
Book value $ 7.89 $ 6.79
Weighted average shares outstanding 1,347,648 1,203,509
Adjusted outstanding shares 1,562,740 1,204,560

Performance Ratios:
Return on average assets 0.67% 1.17%
Return on average stockholders' equity 8.85% 13.88%
Net interest Margin 4.46% 4.88%
Dividend payout ratio 29.51% 22.91%
Equity to assets ratio 7.88% 7.53%

<PAGE>

FINANCIAL CONDITION AT SEPTEMBER 30, 1996

The Company's total assets increased to $156.5 million at September 30,
1996, an increase of $34.7 million, or 28.5%, over total assets at December 31,
1995. Total loans, net increased by 52.5%, to $89.2 million from $58.5 million
at December 31, 1995. The Company's securities portfolio, including securities
held for maturity and securities available for sale, totalled $35.0 million at
September 30, 1996, a decrease of $1.1 million from total securities at December
31, 1995. The decrease in securities was the result of a decrease of $2.4
million, or 14.5%, in the Company's securities available for sale. The Company's
total deposits increased to $143.0 million at September 30, 1996, an increase of
$32.0 million, or 28.9%, over total deposits of $111.0 million at December 31,
1995. Shareholders' equity increased to $12.4 million at September 30, 1996 from
$8.5 million at December 31, 1995, an increase of 45.6%, or $3.9 million. The
growth in the Company's total assets, loans receivable and deposits was the
result of the Company's expansion through new branches and its continued
penetration of its existing markets, its emphasis on customer service, its
competitive rate structures and selective marketing. The increase in the
Company's shareholders' equity was primarily attributable to the Company's
exchanges in February and September of 1996 of an aggregate of $3.5 million in
subordinated debt for shares of its common stock. The subordinated debt, held by
affiliates of the Company and its subsidiary, was exchanged for 358,276 shares
of the Company's common stock.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996 AND 1995

The Company's interest income increased by $2.2 million, or 40.5%, to $7.8
million for the nine months ended September 30, 1996 from $5.5 million for the
comparable period of 1995. The increase resulted from an increase in the
Company's earning assets as discussed above, partially offset by a reduction in
yield as the Company's variable rate loans repriced to lower current market
rates.

Interest expense increased by $1.1 million, or 48.3%, to $3.4 million for
the nine months ended September 30, 1996 from $2.3 million for the comparable
period of 1995. This increase in interest expense was primarily attributable to
the increase in the Company's total deposits discussed above. As interest
expense increased more rapidly than interest income, the Company experienced a
reduction in its net interest margin from 4.88% for the nine months ended
September 30, 1995 to 4.46% for the nine months ended September 30, 1996.

The Company's provision for loan losses increased by $175 thousand to $365
thousand for the nine months ended September 30, 1996 from $190 thousand for the
comparable period of 1995. This increase in the provision for loan losses
reflects the increased size of the Company's total loan portfolio from September
30, 1995 to September 30, 1996.

The Company's gain on sale of loans increased by $414 thousand to $1.1
million for the nine months ended September 30, 1996 from $654 thousand for the
comparable period of 1995. This increase in the gain on sale of loans reflects
the Company's increased participation in the Small Business Administration's
guaranteed loan program as the Company has been designated a "preferred lender"
for the States of New Jersey, Delaware, New York and Pennsylvania.

The Company's other expenses increased by $1.6 million, or 56.1%, to $4.4
million for the nine months ended September 30, 1996 from $2.8 million for the
comparable period of 1995. The increase in other expenses reflects the Company's
expansion from September 30, 1995 through September 30, 1996 as the Company has
opened several new branches and added additional administrative staff to handle
its increased loan portfolio.

For the nine months ended September 30, 1996, the Company earned net income
of $629 thousand, a decrease from the $800 thousand earned for the comparable
period of 1995 of 21.3%, or $171 thousand. Income for the nine months ended
September 30, 1996 was adversely affected by the Company's payment of a one time
assessment of $370 thousand in connection with the recapitalization of the SAIF
discussed above under "Recent Legislation." Absent this one time assessment,
the Company's net income would have increased by $52 thousand, or 6.4%, over net
income for the comparable period of 1995.

<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Units offered hereby
is estimated to be approximately $4,868,750 ($5,370,625 if the over-subscription
option is exercised in full by the Company), after deducting offering expenses.

The Company intends to use the proceeds of the Offering to fund the
Company's ongoing expansion. The proceeds may be used to fund additional
branches of the Bank. The Company may also use a portion of the proceeds to fund
expansion of its lending activities.

MARKET AND PRICE RANGE OF COMMON STOCK

Commencing in November, 1995, the Common Stock of the Company became listed
for trading on the NASDAQ Bulletin Board. Prior to that time, the Common Stock
was not traded on any recognized securities exchange. As of August 31, 1996,
there were 296 stockholders of record of the Common Stock. In connection with
the Offering, the Company has received conditional approval to have the Common
Stock listed for trading on the American Stock Exchange under the symbol, "UBI".
Among the conditions contained in the American Stock Exchange's approval is a
requirement that the Units sold pursuant to the Offering be distributed to at
least 100 subscribers who are not currently shareholders of the Company.
Although the Company intends to use its best efforts to satisfy this condition,
no assurances can be given that this condition will be satisfied. In the event
this condition is not satisfied, the Common Stock will be traded on the NASDAQ
Bulletin Board, a less liquid market than the American Stock Exchange. Even if
the conditions contained in the American Stock Exchange's conditional approval
are satisfied and the stock is listed for trading on the American Stock
Exchange, there can be no assurance that an active or liquid trading market for
the Common Stock will develop or, if developed, be maintained.

The following table sets forth the high and low bid prices of the Common
Stock, as reported on the NASDAQ Bulletin Board since November, 1995, the date
the Company first became listed on the Bulletin Board. The high and low bid
prices reflect interdealer quotations, without retail mark-up, mark-down or
commissions and do not necessarily represent actual transactions. The bid prices
and dividends paid have been revised to give retroactive effect to the Company's
5 for 4 stock split payable October 28, 1996.

Bid
---------------------------------
Cash
High Low Dividend
------ ----- --------
1995
4th Quarter $12.00 $11.20 $.04
1996
1st Quarter.............................. 13.00 11.20 .05
2nd Quarter.............................. 14.20 12.00 .05
3rd Quarter ............................. 14.00 13.40 .05
4th Quarter (through November 5, 1996)... 13.50 13.00 .05

As of August 31, 1996, options to purchase 49,687 shares of Common Stock
were outstanding, all of which were immediately exercisable. In addition, the
Company has issued 358,276 shares of stock without registration and which are
subject to two year holding periods. The holding period on 157,276 of these
shares lapses in March, 1998 and the holding period on the remaining 201,000
shares lapses in September, 1998.

<PAGE>

DIVIDEND POLICY

The Company began paying a cash dividend in the first quarter of 1995 and
has paid a quarterly dividend each quarter since. The Company's current dividend
is $.05 per share. Additionally, the Company issued 10% stock dividends during
1992 and 1993 and a 5% stock dividend in 1996. Finally, the Company declared a 5
for 4 stock split payable October 28, 1996 to shareholders of record as of
October 15, 1996.

The future payment of cash dividends, if any, by the Company will be
determined from time to time by the Board of Directors which will consider,
among other factors, the Company's financial condition and results of
operations, investment opportunities, capital requirements and regulatory
limitations. Funds for the payment of cash dividends by the Company are derived
from dividends paid by the Bank to the Company. Accordingly, restrictions on the
Bank's ability to pay cash dividends directly affect the payment of cash
dividends by the Company. The Bank is subject to certain limitations on the
amount of cash dividends that it may pay under the New Jersey Banking Act of
1948 (the "Banking Act"), which provides that a bank may pay dividends only if,
after payment of the dividend, the capital stock of the bank will be unimpaired
and either the bank will have a surplus of not less than 50% of its capital
stock or the payment of the dividend will not reduce the bank's surplus. As of
June 30, 1996, the Bank had $3,778,102 available for the payment of dividends to
the Company pursuant to these restrictions.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1996 and as adjusted to give effect, after deducting offering expenses, to
the sale by the Company of 365,000 Units offered hereby. As adjusted numbers are
based upon an offering price of $13.75 per Unit.

June 30, 1996
------------------------
Actual As Adjusted
------ -----------
(Dollars in Thousands)

Stockholders' equity(1)(2):
Common Stock, no par value 2,500,000
shares authorized, 1,562,740 shares
issued and 1,927,740 shares
issued, as adjusted.............................. $11,472 $16,341
Retained earnings.................................. 880 $ 880

Net unrealized holding (losses) on
available for sale securities.................... (86) (86)
------- -------

Total stockholders' equity................ $12,266 $17,135
======= =======

- ----------

(1) The balance of stockholders' equity at the end of June 30, 1996 has
been restated from amounts previously reported to reflect a retroactive credit
of $2,010,000. This transaction resulted from debentures called for redemption
on September 13, 1996 and exchanged for 201,000 shares of common stock.

(2) Does not include 365,000 shares of Common Stock reserved for issuance
upon exercise of Warrants.

<PAGE>

The following tables set forth the capital ratios of the Company and
the Bank as of June 30, 1996 and as adjusted to give effect, after
deducting offering expenses, to the sale by the Company of the 365,000
Units offered hereby at a price of $13.75 per Unit, as well as the minimum
required regulatory capital for the Company and the Bank.

<TABLE>

THE COMPANY
<CAPTION>

June 30, 1996
---------------------------------- Required Regulatory
Actual As Adjusted Minimum
--------- ------------ -------------------
<S> <C> <C> <C>
Risk based capital:
Tier I capital................................ 15.21% 19.04% 4.00%
Total capital................................. 14.30% 18.21% 8.00%
Leverage ratio.................................... 9.21% 12.70% 3.00-5.00%

</TABLE>

THE BANK

June 30, 1996
---------------------------------- Required Regulatory
Actual As Adjusted Minimum
--------- ------------ -------------------
<S> <C> <C> <C>
Risk based capital:
Tier I capital................................ 10.40% 10.40% 4.00%
Total capital................................. 11.19% 11.19% 8.00%
Leverage ratio.................................... 7.72% 7.72% 3.00-5.00%
</TABLE>
- ---------------

Both the Company and the Bank are subject to minimum capital requirements
promulgated by the FRB, the FDIC and the Department, their respective primary
regulators. See "SUPERVISION AND REGULATIOn - Bank Holding Company Regulation -
Capital Adequacy Guidelines for Bank Holding Companies."

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and
results of operations should be read in conjunction with the Company's financial
statements and the notes relating thereto including herein. When necessary,
reclassifications have been made to prior years' data throughout the following
discussion and analysis for purposes of comparability with 1995 data.

OVERVIEW AND STRATEGY

Since the Company commenced operations in September, 1991, the Company has
increased its asset base at a rapid pace. The Company was created through the
purchase of two existing branches from the Resolution Trust Corporation (RTC").
Upon commencement of its operations, the Company had total assets of $61.9
million, consisting primarily of cash and cash equivalents and investment
securities. At June 30, 1996, the Company had total assets of $138.4 million,
including loans of $84.1 million. Upon commencing operations, the Company had
two offices located in Annandale and North Plainfield, New Jersey. The Company
has subsequently expanded along the Route 22/78 corridor into Flemington and
eastward into Scotch Plains and Springfield, New Jersey. In addition, the
Company has relocated its main office from Annandale to Clinton, New Jersey.
Although the Company's emphasis has been on growth, the Company became
profitable in its second year of operation, and its net income has increased to
$1.0 million for the year ended December 31, 1995 and $503 thousand for the six
months ended June 30, 1996. As a result of the Company's success in continuing
growth while increasing profitability, and in order to provide stockholders a
return on their investment, the Company began paying cash dividends in the first
quarter of 1995.

<PAGE>

RESULTS OF OPERATIONS

The Company's results of operations depend primarily on its net
interest income, which is the difference between the interest earned on its
interest-earning assets and the interest paid on funds borrowed to support those
assets, such as deposits. Net interest margin is a function of the difference
between the weighted average rate received on interest-earning assets and the
weighted average rate paid on interest-bearing liabilities, as well as the
average level of interest-earning assets as compared with that of
interest-bearing liabilities. Net income is also affected by the amount of
non-interest income and operating expenses.

NET INCOME

For the six months ended June 30, 1996, net income totaled $503
thousand, remaining relatively unchanged from the $501 thousand earned in the
comparable period of 1995. Although the Company's net interest income increased
by $703 thousand, or 33.3% over the comparable period of 1995, the increase was
offset by an increase of $1.0 million, or 57.1%, in total other expenses. The
increase in the Company's net interest income resulted from an increase of $1.5
million, or 43.0%, in total interest income partially offset by a $786 thousand
increase in total interest expense. The increase in total interest income was
attributable to a $38.0 million, or 82.6%, increase in the Company's loan
portfolio. Despite the increase in the Company's loan portfolio, the Company's
average yield on its interest earning assets declined to 8.00% for the six
months ended June 30, 1996 from 8.39% for the comparable period of 1995. The
decline in the Company's average yield reflects the repricing of the Company's
adjustable rate loans to lower market rates of interest during 1996. In
addition, new loans originated by the Company during 1996 were at lower rates of
interest than those loans originated during 1995, reflecting reduced market
rates.

The Company's net income increased from 1994 to 1995 by $249 thousand,
or 32.9%, to $1.0 million for the year ended December 31, 1995 from $756
thousand for the year ended December 31, 1994. This increase was primarily
attributable to an increase in net interest income of $1.3 million, or 42.7%,
during 1995. The increase in net interest income was attributable to an increase
in interest income of $2.8 million, or 57.4%, to $7.8 million for the year ended
December 31, 1995 from $4.9 million for the year ended December 31, 1994,
primarily as a result of an increase in the Company's loan portfolio. The volume
increases in the Company's loan portfolio were primarily funded through the
maturation of lower yielding securities, thereby increasing the Company's
average yield and net margin. The Company's average yield on interest earning
assets increased to 8.24% for the year ended December 31, 1995 from 7.18% for
the year ended December 31, 1994.

Interest expense rose $786 thousand, or 58.2%, to $2.1 million for the
six months ended June 30, 1996 compared to $1.4 million for the comparable
period of 1995, and $1.5 million, or 82.2%, to $3.3 million for the year ended
December 31, 1995 from $1.8 million for the year ended December 31, 1994. The
increases in interest expense over all periods is primarily attributable to a
77.7% increase in the Company's deposits from December 31, 1994 to June 30,
1996.

The increase in net interest income during 1995 compared to 1994 was
partially offset by higher other expenses and a higher provision for loan
losses.

On a per share basis, earnings were $.38 for the six months ended June
30, 1996, $.83 for the year ended December 31, 1995, and $.67 for the year
ended December 31, 1994.

<PAGE>

COMPARATIVE AVERAGE BALANCE SHEETS

The following table reflects the components of the Company's net
interest income, setting forth for the periods presented herein, (1) average
assets, liabilities and stockholders' equity, (2) interest income earned on
interest-earning assets and interest expense paid on interest-bearing
liabilities, (3) average yields earned on interest-earning assets and average
rates paid on interest-bearing liabilities, (4) the Company's net interest
spread (i.e., the average yield on interest-earnings assets less the average
rate on interest-bearing liabilities) and (5) the Company's net yield on
interest-earning assets. Rates are computed on a taxable equivalent basis.

YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED JUNE 30, -----------------------------------------------------------------
1996 1995 1994
---------------------------- ---------------------------- ----------------------------------
Average Average Average
Interest Rates Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid Balance Expense Paid
------- -------- ------- ------- -------- ------- ------- -------- --------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS

Interest earning assets:

Taxable loans (net of unearned
income)........................... $ 69,719 $3,487 10.00% $44,743 $4,782 10.69% $31,295 $2,962 9.47%

Tax exempt securities............. 572 16 5.59% 93 5 5.33% 0 0 0.00%

Taxable investment securities..... 33,761 1,015 6.01% 31,778 2,074 6.53% 27,424 1,716 6.26%

Interest bearing deposits......... 13,169 258 3.92% 12,670 617 4.87% 7,848 166 2.12%

Federal funds sold................ 6,483 174 5.36% 5,012 292 5.82% 2,191 93 4.26%

Total interest earning assets..... 123,704 4,950 8.00% 94,295 7,770 8.24% 68,757 4,938 7.18%

Non-interest earning assets....... 5,686 3,328 2,415

Allowance for possible loan
losses............................ (654) (447) (349)

Total Assets............. $128,736 $97,176 $70,823

LIABILITIES AND SHAREHOLDERS'
EQUITY

Interest bearing liabilities:

NOW deposits............. $ 12,704 $ 146 2.30% $10,665 $ 275 2.58% $ 6,288 $ 153 2.43%

Savings deposits......... 23,147 316 2.73% 20,677 626 3.03% 23,467 647 2.76%

Money market deposits.... 6,182 97 3.13% 5,277 197 3.74% 3,595 100 2.78%

</TABLE>

Time deposits .............. 55,418 1,518 5.48% 38,781 2,113 5.45% 23,555 930 3.95%

Subordinated debt .......... 1,265 59 9.36% 1,378 123 8.94% 0 0 0%

Total interest bearing
liabilities .............. 98,716 2,136 4.33% 76,777 3,334 4.34% 56,904 1,830 3.22%

Non-interest bearing liabilities:

Demand deposits ............ 19,991 3.60% 11,887 3.76% 7,134 2.86%

Other liabilities .......... 524 671 227

Total non-interest
bearing liabilities ...... 20,515 12,558 7,361

Shareholders' equity ....... 9,504 7,841 6,558

Total liabilities and
shareholders' equity ..... $128,736 $97,176 $70,823

Net interest differential .. $2,813 $4,436 $3,108

Net yield on interest-
earning assets ........... 4.55% 4.70% 4.52%

</TABLE>

<PAGE>

The following table presents by category the major factors that contributed
to the changes in net interest income for each of the years ended December 31,
1995 and 1994 and for the six months ended June 30, 1996, as compared to each
respective previous period. Amounts have been computed on a fully tax-equivalent
basis, assuming a Federal income tax rate of 34%.

<TABLE>
<CAPTION>
Six Months Ended June 30, Year Ended December 31,
1996 versus 1995 1995 versus 1994
------------------------------ ---------------------------
Increase (Decrease)
Due to Change in:
Average Average Average Average
Volume Rate Net Volume Rate Net
------- ------- --- ------- ------- ---
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest income:

Taxable loans (net of
unearned income) ...... $1,640 ($ 136) ($ 107) $1,273 $ 382 $ 164

Tax exempt
securities ............ 0 0 16 0 0 5

Taxable investment
securities ............ 60 (107) (6) 272 75 12

Interest bearing
deposits .............. 124 (47) (28) 102 216 133

Federal funds sold ...... 96 (8) (8) 120 34 44

Total interest
income ....... 1,920 (299) (133) 1,768 707 358
</TABLE>

Six Months Ended June 30, Year Ended December 31,
1996 versus 1995 1995 versus 1994
----------------------------- ---------------------------
Increase (Decrease)
Due to Change in:
Average Average Average Average
Volume Rate Net Volume Rate Net
------- ------- --- ------- ------- ---
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest expense:

NOW deposits ............. 44 (11) (4) 107 9 6

Savings deposits ......... 33 (28) (3) (77) 63 ($ 8)

Money market
deposits ............... 18 (17) (3) 47 34 16

Time deposits ............ 609 80 64 601 354 229

Subordinated debt ........ 1 3 0 0 0 123

Total interest
expense ....... 705 27 54 677 460 367

Net interest
income ........ $1,216 ($326) ($187) $1,090 $246 ($ 9)

</TABLE>

PROVISION FOR LOAN LOSSES

For the six months ended June 30, 1996, the Company's provision for
loan losses was $257 thousand, an increase of $112 thousand over the provision
of $145 thousand for the six month period ended June 30, 1995. For the year
ended December 31, 1995, the Company's provision for loan losses was $229
thousand, an increase of $68 thousand over the provision of $161 thousand for
the year ended December 31, 1994. The increased provisions reflect the continued
growth in the Company's loan portfolio.

OTHER INCOME

Other income, primarily consisting of gains on sales of loans and
service fees received from deposit accounts, amounted to $1.1 million for the
six months ended June 30, 1996, an increase of $426 thousand, or 68.1%, from the
comparable period of 1995. Other income for the year ended December 31, 1995
increased by $757 thousand, or 120%, to $1.4 million compared to $628 thousand
in 1994. These increases were primarily related to increased gains on sale of
loans by the Company in both the six month period ended June 30, 1996 and the
year ended December 31, 1995, as well as the Company's increasing level of
deposits. The Company is an active participant in the United States Small
Business Administration's guaranteed loan program. Pursuant to this program, the
United States Small Business Administration guarantees between 75% and 90% of
the principal balance of any approved loan. After closing a loan, the Company
sells the guaranteed portion of the loan. For the six month period ended June
30, 1996, the Company recognized $618 thousand in income from the gain on sale
of loans, an increase of $248 thousand over the $370 thousand recognized for
the six months ended June 30, 1995. For the year ended December 31, 1995, the
Company recognized income of $871 thousand from the gain on sale of loans, an
increase of $624 thousand over the $247 thousand recognized for the year ended
December 31, 1994. The increases in gain on sale of loans are attributable to
the Company's increasing penetration of the small business loan market in the
Company's trade areas.

OTHER EXPENSES

Other expenses for the six months ended June 30, 1996 amounted to $2.8
million, an increase of $1.0 million, or 57.1%, from the comparable period of
1995 when other expenses totaled $1.8 million. For the year ended December

<PAGE>

31, 1995, other expenses increased by $1.4 million, or 53.0%, to $4.0
million compared to $2.6 million for the year ended December 31, 1994. These
increases were primarily attributable to increased salary, occupancy and other
operating expenses. The increases in salary and occupancy expenses during the
year ended December 31, 1995 and during the six months ended June 30, 1996
reflect the Company's expansion through the establishment of new branches. Since
the beginning of 1995, the Company has opened new branches in Flemington,
Springfield and Scotch Plains, New Jersey and has relocated its main branch and
corporate headquarters from Annandale to new leased space in Clinton, New
Jersey. Increases in other operating expenses reflect increased FDIC deposit
insurance premiums on the Company's expanding deposit base, as well as increased
item processing and servicing charges.

INCOME TAX EXPENSE

The income tax provision, which includes both federal and state taxes,
for the six months ended June 30, 1996 and for the years ended December 31, 1995
and 1994 was $312 thousand, $609 thousand and $219 thousand, respectively.
Increases in income taxes were primarily attributable to increases in income
before taxes in all periods reported, as well as full utilization of the
Company's net operating loss carryforwards during the year ended December 31,
1994.

FINANCIAL CONDITION

At June 30, 1996, the Company's total assets were $138.4 million,
compared to $121.8 million at December 31, 1995 and $78.6 million at December
31, 1994. Total loans increased to $84.1 million at June 30, 1996 from $59.1
million at December 31, 1995 and $36.4 million at December 31, 1994. Total
deposits increased to $125.6 million at June 30, 1996 from $111.0 million at
December 31, 1995 and $70.7 million at December 31, 1994.

LOAN PORTFOLIO

At June 30, 1996, the Company's total loans were $84.1 million, an
increase of $25.0 million, or 42.2%, over total loans at December 31, 1995. The
Company's loan portfolio at December 31, 1995 totaled $59.1 million, an increase
of $22.7 million, or 62.3%, over total loans at December 31, 1994. These
increases in the Company's loan portfolio reflect the Company's expansion
through its new branches as well as its continued penetration of its existing
marketplace.

The Company's loan portfolio consists of commercial and industrial
loans, real estate loans and consumer loans. Commercial and industrial loans are
made for the purpose of providing working capital, financing the purchase of
equipment or inventory and for other business purposes. Real estate loans
consist of loans secured by commercial or residential property and loans for the
construction of commercial or residential property. Consumer loans are made for
the purpose of financing the purchase of consumer goods, home improvements, and
other personal needs, and are generally secured by the personal property being
purchased.

The Company's loans are primarily to businesses and individuals located in
the Company's trade area. The Company has not made loans to borrowers outside of
the United States. Commercial lending activities are focused primarily on
lending to small business borrowers. The Company believes that its strategy of
customer service, competitive rate structures and selective marketing, have
enabled the Company to gain market entry to local loans. Mergers and lending
curtailments at larger banks competing with the Company have also contributed to
the Company's efforts to attract borrowers.

<PAGE>

The following table sets forth the classification of the Company's
loans by major category at June 30, 1996 and as of December 31, 1995 and 1994,
respectively:

December 31,
June 30, -------------------------------------------
1996 1995 1994
-------------------- ------------------ -------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial and
industrial............... $12,682 15.09% $ 9,125 15.44% $ 6,952 19.09%
Real estate -
non-residential
properties............... 34,116 40.58% 23,612 39.95% 15,018 41.23%
Residential
properties............... 23,053 27.42% 16,034 27.13% 9,514 26.12%
Construction.............. 8,066 9.60% 5,705 9.65% 1,293 3.55%
Lease financing........... 57 0.07% 83 0.14% 335 0.92%
Consumer.................. 6,090 7.24% 4,549 7.70% 3,309 9.09%
------- ------- ------- ------- ------- -------
Total loans........... $84,064 100.00% $59,108 100.00% $36,421 100.00%
======= ======= ======= ======= ======= =======
</TABLE>

The following table sets forth fixed and adjustable rate commercial and
construction loans as of June 30, 1996 in terms of interest rate sensitivity:

Within 1 Year 1 to 5 Years After 5 years Total
------------- ------------ ------------- -----
(In Thousands)
<S> <C> <C> <C> <C>
Loans with fixed rates:
Commercial........... $ 5,216 $3,647 $ -- $ 8,863
Real estate.......... 5,720 -- -- 5,720
Loans with adjustable
rates:
Commercial............ -- 3,371 448 3,819
Real estate........... -- 2,346 -- 2,346
------ ----- ---- -------
$10,936 $9,364 $448 $20,748
======= ====== ==== =======
</TABLE>

ASSET QUALITY

The Company's principal earning assets are its loans. Inherent in the
lending function is the risk of the borrower's inability to repay the borrower's
loan under its existing terms. Risk elements include non accrual loans, past due
and restructured loans, potential problem loans, loan concentrations and other
real estate.

Non-performing assets include loans that are not accruing interest
(non-accruing loans) as a result of principal or interest being in default for a
period of 90 days or more. When a loan is classified as non-accrual, interest
accruals discontinue and all past due interest is reversed and charged against
current income. Until the loan becomes current, any payments received from the
borrower are applied to outstanding principal until such time as management
determines that the financial condition of the borrower and other factors merit
recognition of such payments as interest.

The Company attempts to minimize overall credit risk through loan
diversification and its loan approval procedures. The Company's due diligence
begins at the time a borrower and the Company begin to discuss the origination
of a loan. Documentation, including a borrower's credit history, materials
establishing the value and liquidity of potential collateral, the purpose of the
loan, the source and timing of the repayment of the loan, and other factors are
analyzed before a loan is submitted for approval. Loans made are also subject to
periodic review.

<PAGE>

The following table sets forth information concerning the Company's
non-performing assets as of the dates indicated:

December 31,
------------
June 30, 1996 1995 1994
------------- ---- ----
(In Thousands)

Non-accrual loans........................ $ 166 $ 78 $ 47

Non-accrual loans to total loans......... .20% .13% .13%

Non-performing assets to total assets.... .12% .06% .06%

Allowance for possible loan losses
as a percentage of non-performing loans.. 466.52% 720.42% 808.92%

The Company's non-accrual loans increased by $88 thousand from year end
1995 to June 30, 1996. This increase was primarily attributable to three loans
being placed on non-accrual status during the first half of 1996, while the
Company's one non-accrual loan in 1995 was charged off.

The interest income that would have been recorded had these loans
performed under the original contract terms was not material for the years ended
December 31, 1995 and 1994 and was $9,516 for the six months ended June 30,
1996.

At the dates indicated in the above table, there were no concentration
of loans exceeding 10% of the Company's total loans and the Company had no
foreign loans.

Loans not included in past due, nonaccrual or restructured categories, but
where known information about possible credit problems causes management to be
uncertain as to the ability of the borrowers to comply with the present loan
repayment terms over the next six months, totaled $615,800 at June 30, 1996.

ALLOWANCE FOR LOAN LOSSES

The Company attempts to maintain an allowance for loan losses at a
sufficient level to provide for potential losses in the loan portfolio. Loan
losses are charged directly to the allowance when they occur and any recovery is
credited to the allowance. Risks within the loan portfolio are analyzed on a
continuous basis by the Company's officers, by outside, independent loan review
auditors and by the Company's Audit Committee. A risk system, consisting of
multiple grading categories, is utilized as an analytical tool to assess risk
and appropriate reserves. Along with the risk system, management further
evaluates risk characteristics of the loan portfolio under current and
anticipated economic conditions and considers such factors as the financial
condition of the borrower, past and expected loss experience, and other factors
management feels deserve recognition in establishing an appropriate reserve.
These estimates are reviewed at least quarterly, and, as adjustments become
necessary, they are realized in the periods in which they become known.
Additions to the allowance are made by provisions charged to expense and the
allowance is reduced by net charge-offs (i.e. - loans judged to be uncollectible
and charged against the reserve, less any recoveries on such loans). Although
management attempts to maintain the allowance at a level deemed adequate, future
additions to the allowance may be necessary based upon changes in market
conditions. In addition, various regulatory agencies periodically review the
Company's allowance for loan losses. These agencies may require the Company to
take additional provisions based on their judgments about information available
to them at the time of their examination.

The Company's allowance for possible loan losses totaled $774 thousand,
$562 thousand and $380 thousand at June 30, 1996 and December 31, 1995 and 1994,
respectively. The increases in the allowance are due to the continued increase
in the Company's total loan portfolio.

<PAGE>

The following is a summary of the reconciliation of the allowance for
loan losses for the six month periods ended June 30, 1996 and 1995 and for the
years ended December 31, 1995 and 1994:

Six Months Ended Year Ended
June 30, December 31,
-------------- --------------
1996 1995 1995 1994
---- ---- ---- ----
(In Thousands)

Balance at Beginning of Year ........... $562 $380 $380 $302
Charge-offs:

Real estate ........................ -- 46 49 45
Installment ........................ -- 1 1 10
Commercial ......................... -- -- -- 27
Lease financing .................... 45 -- -- --
---- ---- ---- ----
Total charge offs: ..................... 45 47 50 82
Provision charged to expense ........... 257 145 229 161
Recoveries--real estate ................ -- -- 3 --
---- ---- ---- ----
Balance of allowance at end
of year .............................. $774 $478 $562 $380
==== ==== ==== ====
Ratio of net charge-offs to
average loans outstanding ............ .06% .12% .11% .26%
Balance of allowance at end of period .. .92% 1.04% .95% 1.04%

The following table sets forth, for each of the Company's major lending
areas, the amount and percentage of the Company's allowance for loan losses
attributable to such category, and the percentage of total loans represented by
such category, as of the periods indicated:

December 31,
June 30, ------------------------------------
1996 1995 1994
------------------ ----------------- -----------------
% of % of % of
Amount All Loans Amount All Loans Amount All Loans
------ --------- ------ --------- ------ ---------
Balance
Applicable to:
Commercial and
industrial ....... $158,493 15.1% $ 95,919 15.4% $ 61,601 19.1%
Real Estate:
Nonresidential
properties ... 267,194 40.6% 187,856 39.9% 166,736 41.2%
Residential
properties ... 186,855 27.4% 91,659 27.1% 122,728 26.1%
Construction ....... 86,337 9.6% 121,041 9.7% 11,083 3.5%
Lease financing .... 11,947 0.1% 662 0.1% 2,870 0.9%
Consumer ........... 63,591 7.2% 64,795 7.7% 15,173 9.1%
-------- ----- -------- ----- -------- -----
Total .......... $774,417 100.0% $561,931 100.0% $380,191 100.0%
======== ===== ======== ===== ======== =====

INVESTMENT SECURITIES

The Company maintains an investment portfolio to fund increased loans or
decreased deposits and other liquidity needs and to provide an additional source
of interest income. The portfolio is composed of U.S. Treasury securities,
obligations of U.S. Government and government sponsored agencies, selected
municipal and state obligations, and corporate fixed income securities.

The Company adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," (SFAS 115),
effective January 1, 1994. Under SFAS 115, securities are classified as
securities held to maturity based on management's intent and the Company's
ability to hold them to maturity. Such securities are stated at cost, adjusted
for unamortized purchase premiums and discounts. Securities that are bought and
held principally for the purpose of selling them in the near term are classified
as trading securities, which are carried at market value. Realized gains and
losses and gains and losses from marking the portfolio to market value are
included in trading revenue. Securities not classified as securities held to
maturity or trading securities are classified as securities available for sale,
and are stated at fair value. Unrealized gains and losses on securities
available for sale are excluded from results of operations, and are reported as
a separate component of stockholders' equity, net of taxes. Securities
classified as available for sale include securities that may be sold in response
to changes in interest rates, changes in prepayment risks, the need to increase
regulatory capital or other similar requirement.

<PAGE>

Management determines the appropriate classification of securities at the
time of purchase. At June 30, 1996, $20.4 million of the Company's investment
securities were classified as held to maturity and $13.9 million were classified
as available for sale. At June 30, 1996, no investment securities were
classified as trading securities.

At June 30, 1996, total investment securities were $34.2 million, a decrease
from total investment securities of $36.2 million at December 31, 1995, which
was an increase from total securities of $30.5 million at December 31, 1994. The
decrease in the Company's investment securities for the six months ended June
30, 1996 is attributable to the Company using the proceeds of maturing
investment securities to fund new loan demand.

A comparative summary of securities available for sale at June 30, 1996,
December 31, 1995 and 1994 is as follows:
Unrealized
Available for Sale Amortized Cost Market Value Net Gain/(Loss)
- ------------------ -------------- ------------ ---------------
US Treasury ................... $ 1,954,318 $ 1,957,828 $ 3,510
US government sponsored
agencies .................... 8,682,411 8,623,895 (58,516)
State and municipal ........... 757,000 755,737 (1,263)
Other ......................... 2,519,142 2,517,337 (1,805)
----------- ----------- -----------
Total June 30, 1996 ........... $13,912,870 $13,854,797 ($ 58,073)

US Treasury ................... $ 1,963,616 $ 1,977,094 $ 13,478
US government sponsored
agencies .................... 7,504,828 7,564,063 59,234
US government agencies
and corporations ............ 706,143 719,665 13,523
State and municipal ........... 1,360,000 1,365,337 5,337
Other ......................... 4,623,887 4,678,123 54,236
----------- ----------- -----------
Total December 31, 1995 ....... $16,158,475 $16,304,283 $ 145,808

US government agencies
and corporations ............ $ 1,793,650 $ 1,757,647 ($ 36,003)
US government sponsored
agencies .................... 250,000 192,500 (57,500)
Other ......................... 5,633,171 5,249,144 (384,027)
----------- ----------- -----------
Total December 31, 1994 ....... $ 7,676,821 $ 7,199,291 ($ 477,529)

A comparative summary of investment securities held to maturity at June 30,
1996, December 31, 1995 and 1994 is as follows:
Unrealized
Held to Maturity Amortized Cost Market Value Net Gain/(Loss)
- ---------------- -------------- ------------ ---------------
US government agencies and
corporations ................ $ 7,430,382 $ 7,406,719 ($ 23,663)
US government sponsored
agencies .................... 3,988,634 3,379,375 (609,259)
Other ......................... 8,934,557 8,728,993 (205,564)
----------- ----------- -----------
Total June 30, 1996 ........... $20,353,573 $19,515,087 ($ 838,486)

US government agencies and
corporations ................ $ 6,773,258 $ 6,764,329 ($ 8,930)
US government sponsored
agencies .................... 3,987,500 3,500,499 (487,000)
Other ......................... 9,095,985 8,999,487 (96,498)
----------- ----------- -----------
Total December 31, 1995 ....... $19,856,743 $19,264,315 ($ 592,428)

US Treasury ................... $ 6,379,890 $ 6,290,405 ($ 89,485)
US government sponsored
agencies .................... 9,467,892 8,359,134 (1,108,758)
Other ......................... 7,429,062 6,691,619 (737,443)
----------- ----------- -----------
Total December 31, 1994 ....... $23,276,844 $21,341,158 ($1,935,687)

21
<PAGE>

The following tables set forth as of June 30, 1996 and December 31,
1995 the maturity distribution of the Company's investment portfolio:

<TABLE>
<CAPTION>
June 30,1996
------------

Held to Maturity Securities Securities Available
for Sale
--------------------------- --------------------
(In Thousands)

AMORTIZED MARKET AVERAGE AMORTIZED MARKET AVERAGE
COST VALUE RATE COST VALUE RATE
------ ------ ---- ------ ------ ----
<S> <C> <C> <C> <C> <C>
US TREASURIES
UNDER 1 YEAR ...... $ -- $ -- -- $ 1,954 $ 1,958 5.94%

US TREASURIES
1-5 YEARS ......... -- -- -- -- -- --

US GOVERNMENT
AGENCIES 1-5
YEARS ............. -- -- -- -- -- --

US GOVERNMENT
AGENCIES 10+
YEARS ............. 7,430 7,407 6.17% -- -- --

US GOVERNMENT
SPONSORED
AGENCIES UNDER
1 YEAR ............ -- -- -- 5,202 5,224 6.98%

US GOVERNMENT
SPONSORED
AGENCIES 1-5
YEARS ............. 1,239 1,236 5.05% 3,480 3,400 5.49%

US GOVERNMENT
SPONSORED
AGENCIES 5-10
YEARS ............. 1,500 1,313 3.86% -- -- --

US GOVERNMENT
SPONSORED
AGENCIES OVER
10 YEARS .......... 1,250 831 3.41% -- -- --

STATE/MUNICIPAL
UNDER 1 YEAR ...... -- -- -- 757 756 5.79%

OTHER UNDER 1
YEAR .............. -- -- -- -- -- --

OTHER 1-5
YEARS ............... 669 679 6.20% 2,038 2,036 5.92%

OTHER 10+
YEARS ............... 8,266 8,050 6.20% 481 481 6.42%

TOTAL ............... $20,354 $19,515 5.79% $13,913 $13,855 6.22%

</TABLE>

<CAPTION>
December 31, 1995

Held to Maturity Securities Securities Available
for Sale
--------------------------- --------------------
(In Thousands)

AMORTIZED MARKET AVERAGE AMORTIZED MARKET AVERAGE
COST VALUE RATE COST VALUE RATE
------ ------ ---- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C>

US TREASURIES
UNDER 1 YEAR ...... $ -- $ -- -- $ 1,612 $ 1,621 5.93%

US TREASURIES
1-5 YEARS ......... -- -- -- 352 356 5.93%

US GOVERNMENT
AGENCIES 1-5
YEARS ............. -- -- -- 706 720 6.80%

US GOVERNMENT
AGENCIES 10+
YEARS ............. 6,773 6,764 6.70% -- --

US GOVERNMENT
SPONSORED
AGENCIES UNDER
1 YEAR ............ -- -- -- 7,712 7,772 6.70%

US GOVERNMENT
SPONSORED
AGENCIES 1-5
YEARS ............. 1,238 1,216 5.05% 499 511 7.90%

US GOVERNMENT
SPONSORED
AGENCIES 5-10
YEARS ............. 1,500 1,382 4.43% -- -- --

US GOVERNMENT
SPONSORED
AGENCIES OVER
10 YEARS .......... 1,250 903 2.74% -- -- --

STATE/MUNICIPAL
UNDER 1 YEAR ...... -- -- -- 1,360 1,365 7.21%

OTHER UNDER 1
YEAR .............. -- -- -- 1,000 1,000 5.74%

OTHER 1-5
YEARS ............... 667 667 5.86% 2,547 2,588 6.38%

OTHER 10+
YEARS ............... 8,428 8,332 6.17% 371 371 6.92%

TOTAL ............... $19,857 $19,264 5.93% $16,159 $16,304 6.61%
</TABLE>

<PAGE>

DEPOSITS

Deposits are the Company's primary source of funds. The Company
experienced a growth in deposit balances of $14.6 million, or 13.2%, to $125.6
million at June 30, 1996, from $111.0 million at December 31, 1995. Deposits
increased by $40.3 million, or 57.0%, to $111.0 million at December 31, 1995
from $70.7 million at December 31, 1994. This growth was accomplished through
the Company's expansion through its new branches, its emphasis on customer
service, competitive rate structures and selective marketing. The Company
attempts to establish a comprehensive relationship with its business borrowers,
seeking deposits as well as lending relationships. This approach has helped the
Company increase its non-interest bearing deposits. From December 31, 1994 to
June 30, 1996, the Company's non-interest bearing demand deposits increased from
$9.2 million, or 12.9%, of total deposits to $23.3 million, or 18.5%, of total
deposits, an increase of $14.2 million, or 154%. In addition, the Company's time
deposits increased from $28.1 million to $59.1 million at June 30, 1996, an
increase of $31.0 million, or 110%. The Company has no foreign deposits, nor are
there any material concentrations of deposits.

The following table sets forth the average amounts of various types of
deposits for each of the periods indicated:

<TABLE>
<CAPTION>
(IN THOUSANDS) June 30, 1996 December 31, 1995 December 31, 1994
-------------- ------------- ----------------- -----------------
Average Balance Amount % Amount % Amount %
------ - ------ - ------ -
Deposits:
<S> <C> <C> <C> <C> <C> <C>
NOW deposits................... $12,704 10.8% $10,665 12.2% $6,288 9.8%
Savings deposits............... 23,147 19.7% 20,677 23.7% 23,467 36.6%
Money market
deposits..................... 6,182 5.3% 5,277 6.0% 3,595 5.6%
Time deposits.................. 55,418 47.2% 38,781 44.4% 23,555 36.8%
Demand deposits................ 19,991 17.0% 11,887 13.6% 7,134 11.1%
-------- ------ ------- ------ ------- ------
Total interest-bearing
liabilities.................. $117,443 100.0% $87,286 100.0% $64,039 100.0%
======== ====== ======= ====== ======= ======
</TABLE>

The Company does not actively solicit short-term deposits of $100,000
or more because of the liquidity risks posed by such deposits. The following
table summarizes the maturity distribution of certificates of deposits of
denominations of $100,000 or more as of June 30, 1996.

Time Deposits ($100,000 and over)

(In Thousands)

Three months or less............................................... $4,136
Over three months through six months............................... 2,001
Over six months through twelve months.............................. 1,699
Over twelve months................................................. 711
------
Total..................................................... $8,546

Interest Rate Sensitivity Analysis

The principal objective of the Company's asset and liability management
function is to evaluate the interest-rate risk included in certain balance sheet
accounts; determine the level of risk appropriate given the Company's business
focus, operating environment, capital, and liquidity requirements; establish
prudent asset concentration guidelines; and manage the risk consistent with
Board approved guidelines. The Company seeks to reduce the vulnerability of its
operations to changes in interest rates and to manage the ratio of interest-rate
sensitive assets to interest-rate sensitive liabilities within specified
maturities or repricing dates. The Company's actions in this regard are taken
under the guidance of the Asset/Liability Committee (ALCO) of the Board of
Directors. The ALCO generally reviews the Company's liquidity, cash flow needs,
maturities of investments, deposits and borrowings and current market conditions
and interest rates.

One of the monitoring tools used by the ALCO is an analysis of the extent
to which assets and liabilities are interest rate sensitive and measures the
Company's interest rate sensitivity "gap". An asset or liability is said to be
interest rate sensitive within a specific time period if it will mature or
reprice within that time period. A gap is

<PAGE>

considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds interest
rate sensitive assets. Accordingly, during a period of rising rates, a negative
gap may result in the yield on the institution's assets increasing at a slower
rate than the increase in the cost of interest-bearing liabilities. Conversely,
during a period of falling interest rates, an institution with a negative gap
would experience a repricing of its assets at a slower rate than its
interest-bearing liabilities which, consequently, may result in its net interest
income growing.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at the periods indicated which are
anticipated by the Company, based upon certain assumptions, to reprice or mature
in each of the future time periods presented. Except as noted, the amount of
assets and liabilities which reprice or mature during a particular period were
determined in accordance with the earlier of the term to repricing or the
contractual terms of the asset or liability. The Company's loan prepayment
assumptions are based upon actual historic prepayment rates.

<TABLE>
<CAPTION>
Assets 0-3 MOS 3-12 MOS 1-5 YEARS 5+ YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities $19,245 $25,543 $31,061 $34,208
Fed Funds\Cash Investments 11,859 12,852 12,852 12,852
Commercial Loans (Fixed) 1,033 4,341 18,753 19,329
Commercial Loans (Variable) 35,327 35,327 35,327 35,327
Home Equity Loans (Fixed) 7 27 119 200
Home Equity Loans (Variable) 5,823 5,823 5,823 5,823
Consumer Loans 111 419 897 897
SBA Loans (Variable) 10,868 10,868 10,868 10,868
Purchased Mortgages 0 4,994 4,994 7,917
Deposit Loans 3,703 3,703 3,703 3,703
- ----------------------------------------------------------------------------------------------
Total Interest Bearing Assets $87,975 $103,896 $124,396 $131,124
==============================================================================================

Liabilities 0-3 MOS 3-12 MOS 1-3 YRS 7-15 YRS
- ----------------------------------------------------------------------------------------------
Certificates Of Deposit $14,571 $45,158 $56,525 $59,084
Money Market Deposit Accounts 6,145 6,145 6,145 6,145
Savings Accounts 9,044 9,044 9,044 9,044
Now Accounts 13,953 13,953 13,953 13,953
Money Market Savings Accounts 14,115 14,115 14,115 14,115
Subordinated Debt 2,010 2,010 2,010 2,010
- ----------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities $59,838 $90,425 $101,792 $104,351
==============================================================================================

Cumulative Sensitivity Gap $28,137 $13,471 $22,604 $26,773
</TABLE>

OPERATING, INVESTING AND FINANCING CASH FLOWS

As of June 30, 1996, cash and due from banks decreased $8.2 million to
$16.5 million, compared with an increase of $6.6 million during the prior year.
Net cash used in operating activities decreased $602.6 thousand primarily due to
an increase in gain on loans sold associated with the Company's Small Business
Administration loan sales. Cash used in investing activities increased to $24.1
million compared with $10.7 million used in 1995, reflecting the Company's
increase in loans. Net cash provided by financing activities totaled $16.5
million as of June 30, 1996 compared to $17.3 million provided a year earlier.

<PAGE>

For the year ended December 31, 1995, cash and due from banks increased
$14.6 million to $24.7 million, compared with a decrease of $5 million during
the prior year. Net cash provided by operating activities decreased $433
thousand primarily due to an increase in gain on sale of loans. Cash used in
investing activities increased to $27.5 million compared with $18.3 million used
in 1994, reflecting the Company's increase in the loan and securities portfolio.
Net cash provided in financing activities totaled $41.6 million in 1995 compared
with $12.1 million provided a year earlier as the Company increased deposits
through the addition of two branches.

LIQUIDITY

The Company's liquidity is a measure of its ability to fund loans,
withdrawals or maturities of deposits and other cash outflows in a
cost-effective manner. The Company's principal sources of funds are deposits,
scheduled amortization and prepayments of loan principal, sales and maturities
of investment securities and funds provided by operations. While scheduled loan
payments and maturing investments are relatively predictable sources of funds,
deposit flows and loan prepayments are greatly influenced by general interest
rates, economic conditions and competition.

The Company's total deposits equaled $125.6 million, $111.0 million and
$70.7 million as of June 30, 1996, December 31, 1995, and December 31, 1994,
respectively. The increase in funds provided by deposit inflows during these
years has been more than sufficient to provide for the Company's lending demand.

Through the Company's investment portfolio the Company has generally
sought to obtain a safe yet slightly higher yield than would have been available
to the Company as a net seller of overnight Federal Funds while still
maintaining liquidity. Through its investment portfolio, the Company also
attempts to manage its maturity gap by seeking maturities of investments which
coincide as closely as possible with maturities of deposits. The Company's
investment portfolio also includes securities available for sale to provide
liquidity for anticipated loan demand and other liquidity needs.

Although the Company has traditionally been a net "seller" of Federal
Funds (or overnight loans to large banks), the Company does maintain lines of
credit with the Federal Home Loan Bank of New York, Summit Bank and PNC Bank for
"purchase" of Federal Funds in the event that temporary liquidity needs arise.

Management believes that the Company's current sources of funds provide
adequate liquidity for the current cash flow needs of the Company.

CAPITAL

A significant measure of the strength of a financial institution is its
capital base. The Company's federal regulators have classified and defined bank
capital into the following components: (1) Tier I capital, which includes
tangible shareholders' equity for common stock and qualifying preferred stock,
and (2) Tier II capital, which includes a portion of the allowance for possible
loan losses, certain qualifying long-term debt and preferred stock which does
not qualify for Tier I capital. Minimum capital levels for banks are regulated
by risk-based capital adequacy guidelines which require a bank to maintain
certain capital as a percent of the bank's assets and certain off-balance sheet
items adjusted for predefined credit risk factors (risk-adjusted assets.) A bank
is required to maintain, at a minimum, Tier I capital as a percentage of
risk-adjusted assets of 4.0% and combined Tier I and Tier II capital as a
percentage of risk-adjusted assets of 8.0%.

In addition to the risk-based guidelines, the Company's regulators
require that a bank which meets the regulator's highest performance and
operation standards maintain a minimum leverage ratio (Tier I capital as a
percentage of tangible assets) of 3%. For those banks with higher levels of risk
or that are experiencing or anticipating significant growth, the minimum
leverage ratio will be proportionately increased. Minimum leverage ratios for
each bank are evaluated through the ongoing regulatory examination process.

<PAGE>

The following table summarizes the risk-based and leverage capital
ratios for the Company at June 30, 1996, as well as the required minimum
regulatory capital ratios:

Minimum
June 30, 1996(1) Regulatory Requirements
---------------- -----------------------

Risk-based Capital:

Tier I capital ratio.......... 15.21% 4.00%
Total capital ratio........... 14.30% 8.00%
Leverage ratio................... 9.21% 3.00-5.00%
- ----------
(1) As adjusted to reflect a retroactive credit of $2,010,000. This
transaction resulted from debentures called for redemption on September 13, 1996
and exchanged for 201,000 shares of Common Stock.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements of the Company and notes thereto, presented
elsewhere herein, have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and
operating results in terms of historical dollars without considering the change
in the relative purchasing power of money over time and due to inflation. The
impact of inflation is reflected in the increased cost of the Company's
operations. Unlike most industrial companies, nearly all the assets and
liabilities of the Company are monetary. As a result, interest rates have a
greater impact on the Company's performance than do the effects of general
levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.

RECENTLY ISSUED ACCOUNTING STANDARDS

In October 1995 the Financial Accounts Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123. "Accounting for Stock-Based
Compensation" (SFAS 123). This statement establishes financial accounting and
reporting standards for stock-based employee compensation plans. SFAS 123
encourages all entities to adopt the "fair value based method" of accounting for
employee stock compensation plans. However, SFAS 123 also allows an entity to
continue to measure compensation cost under such plans using the "intrinsic
value based method." The accounting requirements of this statement are effective
for transactions entered into in fiscal years that begin after December 15,
1995. The Company does not intend to apply the fair value based method, but the
Company's financial statements in 1996 and thereafter will include the
disclosure required by SFAS 123. Such disclosures include net income and
earnings per share as if the fair value based method had been applied.

On June 28, 1996, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This Statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings.

Under the financial-components approach, after a transfer of financial
assets, an entity recognizes all financial and servicing assets it controls and
liabilities it has incurred and derecognizes financial assets it no longer
controls and liabilities that have been extinguished. The financial-components
approach focuses on the assets and liabilities that exist after the transfer.
Many of these assets and liabilities are components of financial assets that
existed prior to the transfer. If a transfer does not meet the criteria for a
sale, the transfer is accounted for as a secured borrowing with pledge of
collateral.

It is important to note that this Statement extends the
"available-for-sale" or "trading" approach in SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities, to non-security financial assets that
can contractually be prepaid or otherwise settled in such a way that the holder
of the asset would not recover substantially all of its recorded investment.
Thus, non-security financial assets (no matter how acquired) such as loans,
other receivables, interest-only strips or residual interests in securitization
trusts (for example, tranches subordinate to other tranches, cash reserve
accounts or rights to future interest from serviced assets that exceed
contractually specified servicing fees) that are subject to prepayment risk that
could prevent recovery of substantially all of the recorded amount are to be
reported at fair value with the change in fair value accounted for depending on
the asset's classification as "available-for-sale" or "trading." The Statement
also amends SFAS 115 to prevent a security from

<PAGE>

being classified as held-to-maturity if the security can be prepaid or
otherwise settled in such a way that the holder of the security would not
recover substantially all of its recorded investment.

This Statement requires that a liability be derecognized if and only if
either (a) the debtor pays the creditor and is relieved of its obligation for
the liability or (b) the debtor is legally released from being the primary
obligor under the liability either judicially or by the creditor. Therefore, a
liability is not considered extinguished by an in-substance defeasance.

This Statement provides implementation guidance for accounting for (1)
securitizations, (2) transfers of partial interests, (3) servicing of financial
assets, (4) securities lending transactions, (5) repurchase agreements, (6) loan
syndications and participations, (7) risk participations in banker's
acceptances, (8) factoring arrangements, (9) transfers of receivables with
recourse, (10) transfers of sales-type and direct financing lease receivables,
and (11) extinguishments of liabilities.

A number of existing FASB Statements are superseded or amended by SFAS
125. SFAS 125 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996, and is to be
applied prospectively. Earlier or retroactive application is not permitted.
Also, the extension of the SFAS 115 approach to certain non-security financial
assets and the amendment to SFAS 115 is effective for financial assets held on
or acquired after January 1, 1997. Reclassifications that are necessary because
of the amendment do not call into question an entity's intent to hold other debt
securities to maturity in the future. The Company, at this time, does not
believe that SFAS 125 will have a significant impact on the consolidated
financial position or results of operations in 1997.

BUSINESS

GENERAL

The Company is a Delaware business corporation and bank holding company
registered under the BHCA. The Company was incorporated on February 14, 1994 for
the purpose of acquiring the Bank and thereby enabling the Bank to operate
within a holding company structure. Management of the Bank believed that a
holding company would facilitate potential acquisitions of other financial
institutions and provide financial flexibility for the growth of the Bank. On
December 1, 1994, the Company acquired 100% of the outstanding shares of the
Bank. At June 30, 1996, the Company had total assets of $138.4 million, deposits
of $125.6 million, total loans of $84.1 million, and stockholder's equity of
$10.3 million.

The principal activities of the Company are owning and supervising the
Bank. The Bank is a community-oriented, full service commercial bank providing
commercial and consumer financial services to businesses and individuals in the
Company's Trade Area, described below. Management believes that the Company will
continue to gain market share in its Trade Area and will continue to meet a
similar or greater portion of the demand for credit. Management believes that
the Company meets the competition from the many existing and larger financial
institutions in its Trade Area by emphasizing personalized service, responsive
decision making and an overall commitment to excellence.

Management believes that the economic conditions in the Company's Trade
Area are conducive to the Company's continued growth. The Company's Trade Areas
are bounded by several of New Jersey's primary highways, including the Route
22/78 corridor, Route 287 and Route 202.

Management believes that the economy of the greater New York-New Jersey
market has historically benefitted from having a large number of corporate
headquarters and a concentration of financial services-related industries, and
that it also has a well educated employment base and a large number of
industrial, service and high-technology businesses. Over the past two years, New
Jersey's economy has slowly begun to recover from the effects of a prolonged
decline in the national and regional economy, layoffs in the financial services
industry and corporate relocations. Management believes that employment levels
and real estate markets in the Bank's market area have stabilized and in some
instances begun to improve. Whether such improvement will continue is dependent,
in large upon the general economic health of the United States and other
factors beyond the Bank's control and, therefore, cannot be estimated.

DEPOSITS

The Company offers a full range of deposit accounts including business
and personal checking accounts, interest-bearing NOW accounts, money market
accounts and certificates of deposit and is competitive in structuring

<PAGE>

the terms (e.g., interest rates, minimum balances, etc.) of the deposit
accounts as part of its strategy to gain deposits as a new entrant into its
Trade Area. In spite of this effort, the Company believes that its cost of funds
is comparable to the average costs experienced by its competitors.

LOANS

The Company lends funds to individuals and businesses for personal and
commercial purposes. The Company emphasizes the origination of loans with
adjustable rates of interest tied to the Company's Prime Rate, with 72% of the
Company's portfolio consisting of adjustable rate loans and 28% consisting of
fixed rate loans. The interest rates on these adjustable rate loans are repriced
from time to time to reflect changes, up or down, in the cost of funds to the
Company. In order to be competitive with other established banking institutions
in its trade area, the Company charges rates which are generally comparable to
those charged by other lenders.

In addition, the Company has been very active in providing loans to
small businesses through the United States Small Business Administration ("SBA")
guaranteed loan program. Under the SBA program, loans are available to small
businesses which meet certain criteria. Up to 90% of the principal of a loan to
a qualified business may be guaranteed by the United States Government. The
Company sells the guaranteed portion of its SBA loans into the secondary market
and thereby derives premium income. The Company's ability to offer SBA loans on
an ongoing basis is dependent upon, among other factors, appropriation of funds
by the federal government to the SBA program. The Company has been designated a
"preferred lender" for the states of New Jersey, Delaware, New York and
Pennsylvania by the SBA. This means that the Company may originate SBA
guaranteed loans without prior SBA approval, although the guaranteed portion of
this loan will be 80% for loans up to $100,000 and 75% for loans over $100,000
and up to $1,000,000.

The Company's commercial loans are generally secured by business
assets, personal guarantees of the principals of closely-held businesses and
often by the personal assets of such principals. The loans are made to small and
mid-sized businesses in the Company's Trade Area. Federal and state law and
regulations restrict how much any bank may lend to a single customer with the
restrictions stated as a percentage of the primary capital of the Company. See
"SUPERVISION AND REGULATION". The Company believes that it can attract
commercial borrowers by providing competitive rates, superior service, local
decision-making and flexibility in loan structure. The Board of Directors
believes that small and mid-sized businesses are not always of primary
importance to larger banking institutions for commercial lending purposes,
whereas such businesses represent the main portion of the commercial loan
business for the Company.

The Company grants both secured and unsecured personal loans to finance
the purchase of automobiles, durable goods or other consumer goods. The Board of
Directors believes that the Company's competitive interest rates and superior
service (which includes, among other things, convenience, personal attention and
prompt local decision-making) are important competitive factors in attracting
personal loans from credit-worthy consumers.

The Company also makes residential and commercial real estate loans
and, on a limited basis, construction loans.

OTHER ACTIVITIES

The Company also derives income from investments in securities,
typically obligations of the United States Government and Government Agencies.
The Company also provides a variety of financial services to its customers
including wire transfers, coin and currency collections, issuing money orders,
travelers checks and U.S. Series EE bonds, accepting direct deposit of payroll
and of federal recurring payments and issuing both standby and commercial
letters of credit.

The Company, through FCB Services Co., Inc., a subsidiary of the Bank,
sells tax deferred annuities. FCB Service Co., Inc. holds a New Jersey insurance
license. FCB Service Co., Inc. earns commissions on annuities it sells.

TRADE AREA

The Primary Trade Area is defined as the neighborhoods served by the
Bank's offices. The Bank's main office, located in Clinton, in combination with
its Flemington office, serve the greater area of Hunterdon County. The Clinton
office also services the southernmost communities of Warren and Morris Counties.
The Bank's North

<PAGE>

Plainfield office serves those communities located in the northern,
eastern and central parts of Somerset County, the northernmost communities of
Middlesex County and the southernmost communities of Union County. The Bank's
Springfield and Scotch Plains offices serve the northern, eastern and central
communities of Union County, and the southwestern communities of Essex County.

The Company has a secondary Trade Area along the Route 78/Route 22
corridor between its two Hunterdon County offices and its offices located in
Union County. In addition to the previously mentioned Interstate highways, the
Bank's Primary and Secondary Trade Areas also have access to a major network of
other roads which includes Route 287 and Route 202.

COMPETITION

The Company is located in an extremely competitive environment. The
Company's Trade Area is already serviced by major regional banks, large thrift
institutions and by a variety of credit unions. Most of the Company's
competitors have substantially more capital and therefore greater lending limits
than the Company. The Company's competitors generally have established positions
in the Trade Area and have greater resources than the Company with which to pay
for advertising, physical facilities, personnel and interest on deposited funds.
The Company relies upon the competitive pricing of its loans, deposits and other
services as well as its ability to provide local decision making and personal
service in order to compete with these larger institutions.

EMPLOYEES

The Company employs 59 full-time and 7 part-time employees. None of the
Company's employees are represented by any collective bargaining agreements. The
Company believes that its relations with its employees are good.

PROPERTIES

The Company's main office is located in leased space in Clinton, New
Jersey. The Company leases approximately 18,000 square feet, including space
both for the Company's administrative headquarters and for the Bank's main
branch. The Bank maintains two ATM machines, and, under its lease, has the right
to use outside parking for its customers.

The North Plainfield branch is owned by the Company. The building is
situated at the southeast corner of Somerset Street and Mountain Avenue and
consists of a two-story, 8,000 sq. ft. office building, 5,334 ft. of which is
occupied by the Company. The building contains a full-service teller line and
lobby, three drive-up teller lanes, a 24-hour ATM machine, and on-site parking
of approximately 21 spaces.

The Company's Flemington office is located in the heart of the town's
small business and retail shopping district at 110 Main Street. The full-service
office is leased from an unrelated third-party and consists of 2,670 square feet
of bank lobby including separate teller and platform areas, a 24-hour ATM
machine and a night depository. In addition to curbside parking, the Company is
entitled to the use of leased parking spaces located in downtown lots
immediately adjacent to its office.

The Company leases its Springfield office located at 733 Mountain
Avenue. The lobby and platform areas consist of approximately 1,200 square feet
of first floor bank space. The full-service office consists of a teller line,
platform area, drive-up teller window, safe deposit boxes and night depository.

The Company leases its office located at 2222 South Avenue in Scotch
Plains, New Jersey. The Company leases approximately 3,900 square feet and
maintains a 24-hour ATM machine. In addition, the Company has the use of onsite
parking at the site.

The leases for both the Company's main office and the Scotch
Plains branch are with certain members of the Company's Board of
Directors. See "EXECUTIVE COMPENSATION--Certain Transactions
With Management."

The Company is a member of the MAC and PLUS ATM network.

LEGAL PROCEEDINGS

The Company and the Bank are periodically parties to or otherwise involved
in legal proceedings arising in the normal course of business, such as claims to
enforce liens, claims involving the making and servicing of real property

<PAGE>

loans, and other issues incident to the Bank's business. Management does
not believe that there is any pending or threatened proceeding against the
Company or the Bank which, if determined adversely, would have a material effect
on the business or financial position of the Company or the Bank.

SUPERVISION AND REGULATION

GENERAL

Bank holding companies and banks are extensively regulated under both
federal and state law. These laws and regulations are intended to protect
depositors, not stockholders. To the extent that the following information
describes statutory and regulatory provisions, it is qualified in its entirety
by reference to the particular statutory and regulatory provisions. Any change
in the applicable law or regulation may have a material effect on the business
and prospects of the Company and the Bank. See "SPECIAL CONSIDERATIONS AND RISK
FACTORS--SUPERVISION AND REGULATION."

BANK HOLDING COMPANY REGULATION

GENERAL. As a bank holding company registered under the BHCA, the Company
is subject to the regulation and supervision of the FRB. The Company is required
to file with the FRB annual reports and other information regarding its business
operations and those of its subsidiaries. Under the BHCA, the Company's
activities and those of its subsidiaries are limited to banking, managing or
controlling banks, furnishing services to or performing services for its
subsidiaries or engaging in any other activity which the FRB determines to be so
closely related to banking or managing or controlling banks as to be properly
incident thereto.

The BHCA requires, among other things, the prior approval of the FRB in any
case where a bank holding company proposes to (i) acquire all or substantially
all of the assets of any other bank, (ii) acquire direct or indirect ownership
or control of more than 5% of the outstanding voting stock of any bank (unless
it owns a majority of such bank's voting shares) or (iii) merge or consolidate
with any other bank holding company. The FRB will not approve any acquisition,
merger, or consolidation that would have a substantially anti-competitive
effect, unless the anti-competitive impact of the proposed transaction is
clearly outweighed by a greater public interest in meeting the convenience and
needs of the community to be served. The FRB also considers capital adequacy and
other financial and managerial resources and future prospects of the companies
and the banks concerned, together with the convenience and needs of the
community to be served, when reviewing acquisitions or mergers.

Additionally, the BHCA prohibits a bank holding company, with certain
limited exceptions, from (i) acquiring or retaining direct or indirect ownership
or control of more than 5% of the outstanding voting stock of any company which
is not a bank or bank holding company, or (ii) engaging directly or indirectly
in activities other than those of banking, managing or controlling banks, or
performing services for its subsidiaries; unless such non-banking business is
determined by the FRB to be so closely related to banking or managing or
controlling banks as to be properly incident thereto. In making such
determinations, the FRB is required to weigh the expected benefits to the
public, such as greater convenience, increased competition or gains in
efficiency, against the possible adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interest, or unsound
banking practices.

There are a number of obligations and restrictions imposed on bank holding
companies and their depository institution subsidiaries by law and regulatory
policy that are designed to minimize potential loss to the depositors of such
depository institutions and the FDIC insurance funds in the event the depository
institution becomes in danger of default. Under a policy of the FRB with respect
to bank holding company operations, a bank holding company is required to serve
as a source of financial strength to its subsidiary depository institutions and
to commit resources to support such institutions in circumstances where it might
not do so absent such policy. The FRB also has the authority under the BHCA to
require a bank holding company to terminate any activity or to relinquish
control of a non-bank subsidiary upon the FRB's determination that such activity
or control constitutes a serious risk to the financial soundness and stability
of any bank subsidiary of the bank holding company.

CAPITAL ADEQUACY GUIDELINES FOR BANK HOLDING COMPANIES. In January 1989,
the FRB adopted risk-based capital guidelines for bank holding companies. The
risk-based capital guidelines are designed to make regulatory

<PAGE>

capital requirements more sensitive to differences in risk profile
among banks and bank holding companies, to account for off-balance sheet
exposure, and to minimize disincentives for holding liquid assets. Under these
guidelines, assets and off-balance sheet items are assigned to broad risk
categories each with appropriate weights. The resulting capital ratios represent
capital as a percentage of total risk-weighted assets and off-balance sheet
items.

The risk-based guidelines apply on a consolidated basis to bank holding
companies with consolidated assets of $150 million or more. For bank holding
companies with less than $150 million in consolidated assets, the guidelines
will be applied on a bank-only basis unless: (a) the parent bank holding company
is engaged in nonbank activity involving significant leverage; or (b) the parent
company has a significant amount of outstanding debt that is held by the general
public.

The minimum ratio of total capital to risk-weighted assets (including
certain off-balance sheet activities, such as standby letters of credit) is 8%.
At least 4% of the total capital is required to be "Tier I Capital," consisting
of common stockholders' equity and qualifying preferred stock, less certain
goodwill items and other intangible assets. The remainder ("Tier II Capital")
may consist of (a) the allowance for loan losses of up to 1.25% of risk-weighted
assets, (b) excess of qualifying preferred stock, (c) hybrid capital
instruments, (d) perpetual debt, (e) mandatory convertible securities, and (f)
qualifying subordinated debt and intermediate-term preferred stock up to 50% of
Tier I capital. Total capital is the sum of Tier I and Tier II capital less
reciprocal holdings of other banking organizations' capital instruments,
investments in unconsolidated subsidiaries and any other deductions as
determined by the FRB (determined on a case by case basis or as a matter of
policy after formal rule-making).

Bank holding company assets are given risk-weights of 0%, 20%, 50% and
100%. In addition, certain off-balance sheet items are given similar credit
conversion factors to convert them to asset equivalent amounts to which an
appropriate risk-weight will apply. These computations result in the total
risk-weighted assets. Most loans are assigned to the 100% risk category, except
for performing first mortgage loans fully secured by residential property which
carry a 50% risk-weighing. Most investment securities (including, primarily,
general obligation claims of states or other political subdivisions of the
United States) are assigned to the 20% category, except for municipal or state
revenue bonds, which have a 50% risk-weight, and direct obligations of the U.S.
Treasury or obligations backed by the full faith and credit of the U.S.
Government, which have a 0% risk-weight. In converting off-balance sheet items,
direct credit substitutes including general guarantees and standby letters of
credit backing financial obligations, are given a 100% risk-weighing.
Transaction related contingencies such as bid bonds, standby letters of credit
backing nonfinancial obligations, and undrawn commitments (including commercial
credit lines with an initial maturity or more than one year) have a 50%
risk-weighing. Short term commercial letters of credit have a 20% risk-weighing
and certain short-term unconditionally cancelable commitments have a 0%
risk-weighing.

In addition to the risk-based capital guidelines, the FRB has adopted a
minimum Tier I capital (leverage) ratio, under which a bank holding company must
maintain a minimum level of Tier I capital to average total consolidated assets
of at least 3% in the case of a bank holding company that has the highest
regulatory examination rating and is not contemplating significant growth or
expansion. All other bank holding companies are expected to maintain a leverage
ratio of at least 100 to 200 basis points above the stated minimum.

BANK REGULATION

As a New Jersey-chartered commercial bank, the Bank is subject to the
regulation, supervision, and control of the Department. As an FDIC-insured
institution, the Bank is subject to regulation, supervision and control of the
FDIC, an agency of the federal government. The regulations of the FDIC and the
Department impact virtually all activities of the Bank, including the minimum
level of capital the Bank must maintain, the ability of the Bank to pay
dividends, the ability of the Bank to expand through new branches or
acquisitions and various other matters.

Insurance of Deposits. The Bank's deposits are insured up to a maximum
of $100,000 per depositor under the SAIF of the FDIC. The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") effected a major
restructuring of the federal regulatory framework applicable to depository
institutions and deposit insurance. FDICIA requires the FDIC to establish a
risk-based assessment system for all insured depository institutions. Under this
legislation, the FDIC is required to establish an insurance premium assessment
system based upon: (i) the probability that the insurance fund will incur a loss
with respect to the institution; (ii) the likely amount of the loss; and (iii)

<PAGE>

the revenue needs of the insurance fund. In compliance with this mandate,
the FDIC has developed a matrix that sets the assessment premium for a
particular institution in accordance with its capital level and overall rating
by the primary regulator. The FDIC's risk based insurance assessment system is
not expected to have a material effect upon the operations of the Bank.

Dividend Rights. Under the Banking Act, a bank may declare and pay
dividends only if, after payment of the dividend, the capital stock of the bank
will be unimpaired and either the bank will have a surplus of not less than 50%
of its capital stock or the payment of the dividend will not reduce the bank's
surplus.

Recent Regulatory Enactments. On September 29, 1994, the Riegel-Neal
Interstate Banking and Branching Efficiency Act (the "Interstate Act") was
enacted. The Interstate Act generally enhances the ability of bank holding
companies to conduct their banking business across state boarders. The
Interstate Act has two main provisions. The first provision generally provides
that commencing on September 29, 1995, bank holding companies may acquire banks
located in any state regardless of the provisions of state law. These
acquisitions are subject to certain restrictions, including caps on the total
percentage of deposits that a bank holding company may control both nationally
and in any single state. New Jersey law currently allows interstate acquisitions
by bank holding companies whose home state has "reciprocal" legislation which
would allow acquisitions by New Jersey based bank holding companies.

The second major provision of the Interstate Act permits, beginning on June
1, 1997, banks located in different states to merge and continue to operate as a
single institution in more than one state. States may, by legislation passed
before June 1, 1997, opt out of the interstate bank merger provisions of the
Interstate Act. In addition, states may elect to opt in and allow interstate
bank mergers prior to June 1, 1997.

A final provision of the Interstate Act permits banks located in one state
to establish new branches in another state without obtaining a separate bank
charter in that state, but only if the state in which the branch is located has
adopted legislation specifically allowing interstate de novo branching.

In April of 1996, the New Jersey legislature passed legislation which would
permit interstate bank mergers prior to June 1, 1997, provided that the home
state of the institution acquiring the New Jersey institution permits interstate
mergers prior to June 1, 1997. In addition, the legislation permits an
out-of-state institution to acquire an existing branch of a New Jersey based
institution, and thereby conduct business in New Jersey. The legislation does
not permit interstate de novo branching. This legislation is likely to enhance
competition in the New Jersey marketplace as bank holding companies located
outside of New Jersey become freer to acquire institutions located within the
State of New Jersey.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

POSITION WITH THE COMPANY AND DIRECTOR
NAME AGE THE BANK(1) SINCE(2)
- ---- --- ----------------------------- --------

Robert J. Van 53 Chairman of the Board and Chief 1990
Volkenburgh Executive Officer and Director of
the Company; Chairman of the
Board of the Bank

James Hyman 50 President, Chief Operating 1990
Officer and Director of the
Company; President and Chief
Executive Officer of the Bank

David D. 42 Vice Chairman, Corporate 1990
Dallas Secretary and Director of the
Company; Vice Chairman of the
Bank.

- ----------
(1) Each director of the Company is also a director of the Bank.

(2) Includes prior years of service on Board of Directors
of the Bank.

No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any
company registered as an investment company under the Investment Company Act of
1940.

DIRECTORS OF THE BANK WHO DO NOT SERVE AS DIRECTORS OF THE
CORPORATION

DIRECTOR
NAME AGE POSITION WITH THE BANK SINCE
---- --- ---------------------- -----

Robert H. Dallas, II 49 Director 1990
Peter P. DeTommaso 70 Director 1991
John Fallone 42 Director 1994
Walter Hazard 53 Director 1990
Charles S. Loring 53 Director 1990
John O'Brien 58 Director 1994
Peter G. Schoberl 41 Director, Executive 1996
Vice President and Senior
Lending Officer

Samuel Stothoff 63 Director 1990
Allen Tucker 69 Director 1995
Robert J. van 31 Director 1995
Volkenburgh, Jr.,
M.D.

Dr. van Volkenburgh, Jr. is the son of Robert J. Van
Volkenburgh, the Chairman of the Board of the Company.

Set forth below is certain information regarding the Directors and
Executive Officers of the Company, including their principal occupation for the
past 5 years:

Robert J. Van Volkenburgh is Chief Executive Officer for Total Packaging
Corporation and Best Packaging & Design Corp. which develops, manufacturers and
distributes high quality point of purchase displays.

<PAGE>

David D. Dallas is Chief Executive Officer of Dallas Group of America, a
chemical manufacturing firm.

James Hyman is President and Chief Operating Officer of the Company and
President and Chief Executive Officer of the Bank.

Set forth below is certain information regarding the Directors of the Bank
who are not also Directors of the Company:

Robert H. Dallas II is President of Dallas Group of America, a chemical
manufacturing firm.

Peter P. DeTommaso is President of Home Owners Heaven Inc., a hardware and
lumber retail store.

John Fallone is President of Fallone Organization, a real estate
development company.

Walter Hazard is founder and President of Atrion Corporation, a computer
firm, and a Director of Atrion Communication Resources.

Charles S. Loring is the owner of the firm of Charles S.
Loring, CPA.

John O'Brien is the owner of O'Brien Funeral Home.

Peter G. Schoberl has been the Executive Vice President and Senior Lending
Officer of the Bank since 1995. Previously, he was a Senior Vice President and
the Senior Lending Officer of American Union Bank from 1990 to 1995.

Samuel Stothoff is President of Samuel Stothoff Company, a well drilling
firm.

Allen Tucker is President of Tucker Enterprises, a real estate development
firm.

Robert J. van Volkenburgh, Jr., M.D. is a physician. In addition, he is the
Chief Financial Officer of both Total Packaging Corporation and Best Packaging &
Design Corp. and the Chief Executive Officer of RJV Capital Management, LLC, a
family asset management company.

PRINCIPAL OFFICERS

Set forth below is the name of and certain biographical information
regarding an additional principal officer of the Company who does not also serve
as a Director. The term of office for each officer is one year.

Thomas B. Maresca

Mr. Maresca, age 38, has been Senior Vice President of the Bank since
1994 and has been employed by the Bank since its inception. He has been Chief
Financial Officer of the Company since its inception.

<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth all remuneration earned in the past three
years for services performed for the Company by the Chief Executive Officer and
all other executive officers whose compensation from the Company exceeded
$100,000.

SUMMARY COMPENSATION TABLE
CASH AND CASH EQUIVALENT FORMS
OF REMUNERATION

Name and Principal Annual Annual Other Annual
Position Year Salary Bonus Compensation(1)
-------- ---- ------ ----- ---------------
Robert J. Van Volkenburgh, 1995 $ 60,000 $ 0 $ 9,550
Chairman and Chief
Executive Officer 1994 32,000 0 7,650

1993 0 0 5,000

James Hyman, President 1995 $120,000 $27,900 $ 0
and Chief Operating (2)
Officer
1994 111,300 5,000 0

1993 109,788 6,000 0

- ----------
(1) Other annual compensation includes director fees, insurance premiums and the
personal use of Bank automobiles.

(2) $20,000 of the 1995 annual bonus paid to James Hyman represents the value of
3,071 shares of Common Stock issued to Mr. Hyman under the Company's Stock Bonus
Plan in February of 1995.

STOCK OPTION PLAN FOR EMPLOYEES

The Company maintains a 1994 Stock Option Plan for Employees (the
"Employee Plan"). Under the Employee Plan, 62,500 shares of Common Stock have
been reserved for issuance, subject to adjustments as set forth therein.
Officers and other key employees of the Company (including officers and
employees who are directors), the Bank and any other subsidiaries which the
Company may acquire or incorporate may participate in the Employee Plan. The
Option Committee administers the Employee Plan. The Option Committee has the
authority to determine the key employees who will receive options under the
Employee Plan, the terms and conditions of options granted under the Employee
Plan and the exercise price therefor. For the fiscal year ended December 31,
1995, no options were granted under the Employee Plan.

STOCK BONUS PLAN

The Company maintains a Stock Bonus Plan (the "Stock Bonus Plan"). Under
the Stock Bonus Plan, 21,929 shares of Common Stock have been reserved for
issuance. Officers and other key employees of the Company (including officers
and employees who are directors), the Bank and any other subsidiaries which the
Company may acquire or incorporate may participate in the Stock Bonus
Plan. The Board of Directors of the Company (or a committee appointed by the
Board) administers and supervises the Stock Bonus Plan. The Board has the
authority to determine the key employees or directors who will receive awards
under the Plan and the number of shares awarded to each recipient. In 1995, one
grant of 3,071 shares was awarded under the Stock Bonus Plan to James Hyman.

CHANGE IN CONTROL AGREEMENT

The Company has entered into a Change in Control Agreement with Peter
Schoberl, an Executive Vice President and Senior Lending Officer of the Bank.
The agreement has a four year term from January 1, 1995 through December 31,
1998. The agreement provides that upon the occurrence of a change in control (as
defined in the agreement) of the Company and in the event Mr. Schoberl is
terminated for reasons other than cause (as defined in the agreement), he will
be entitled to severance pay in amounts equal to 100%, 75%, 50% and 25% of his
base salary respectively in each of the first four years of the agreement. The
agreement further provides that Mr. Schoberl will be entitled to receive

<PAGE>

benefits under the agreement in the event he resigns from his employment with
the Company within 18 months of a change in control and within 30 days of the
occurrence of any of the following events after such change in control: (i) he
is reassigned to a position of lesser rank or status than his position at the
time of the change in control; (ii) his place of employment is relocated by more
than thirty miles from its location prior to the change in control or (iii) his
compensation or other benefits are reduced.

COMPENSATION OF DIRECTORS

Directors of the Company do not receive compensation for their service on
the Company's Board.

Directors of the Bank receive an annual retainer of up to $5,000, depending
upon their years of service on the Board. Directors who have one year of service
receive a $3,000 retainer, directors with two years of service receive a $4,000
retainer, and directors with three or more years of service receive the entire
$5,000 retainer. Each Committee Chairman also receives a $1,000 Committee
retainer. Directors also receive $300 for attendance at each Board of Directors
meeting and $150 for attendance at each Committee meeting. In addition, during
1995 Mr. Van Volkenburgh received a retainer of $8,333.33 per month for his
services as Chairman of the Board of the Bank and Mr. David Dallas received a
retainer of $4,166.66 per month for his service as Vice Chairman of the Board of
the Bank.

The Company maintains a 1994 Stock Option Plan for Non-Employee Directors
(the "Plan") which provides for options to purchase shares of Common Stock to be
issued to non-employee directors of the Company, the Bank and any other
subsidiaries which the Company may acquire or incorporate in the future.
Individual directors to whom options are granted under the Plan are selected by
the Option Committee of the Board of Directors. The Option Committee has the
authority to determine the terms and conditions of options granted under the
Plan and the exercise price therefor. For the fiscal year ended December 31,
1995, no options were granted under the Plan.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The Bank has made in the past and, assuming continued satisfaction of
generally applicable credit standards, expects to continue to make loans to
directors, executive officers and their associates (i.e., corporations or
organizations for which they serve as officers or directors or in which they
have beneficial ownership interests of ten percent or more). These loans have
all been made in the ordinary course of the Bank's business on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve more than
the normal risk of collectibility or present other unfavorable features.

The Company leases both its headquarters and its Scotch Plains office from
partnerships consisting of Messrs. Van Volkenburgh, R. Dallas and D. Dallas.
Under the leases for these facilities, the partnerships are to receive annual
rental payments of $391,708. The Company believes that these rent payments
reflect market rents and that the leases reflect terms which are comparable to
those which could have been obtained in a lease with an unaffiliated third
party.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth, as of August 31, 1996, certain information
concerning the ownership of shares of Common Stock by (i) each person who is
known by the Company to own beneficially more than five percent (5%) of the
issued and outstanding Common Stock, (ii) each director of the Company and each
director of the Bank, (iii) each named executive officer described in the
section of this Prospectus captioned "Executive Compensation," and (iv) all
directors and officers as a group.

37
<PAGE>

THE COMPANY

Name and Position Number of Shares Percent
With Company Beneficially Owned (1) of Class
------------ ---------------------- --------

David D. Dallas
Vice Chairman, Secretary 132,389 (2) 9.68%

James Hyman
President and Chief 19,963 (3) 1.46%
Operating Officer

Robert J. Van Volkenburgh
Chairman of the Board and
Chief Executive Officer 256,028 (4) 18.67%

- ----------
(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or
relatives sharing the same home, (ii) by entities owned or controlled by
the named person, and (iii) by other persons if the named person has the
right to acquire such shares within sixty (60) days by the exercise of any
right or option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.

(2) Includes 18,201 shares owned by the Dallas Group of America Employee's
Profit Sharing Plan and Trust, 22,264 shares owned by the Dallas Group of
America, Inc. and 18,201 shares held by Trenton Liberty Insurance Company,
T/A Alexander Insurance Managers. These shares are also disclosed as
beneficially owned by Robert Dallas. Also includes 15,881 shares held by
Mr. Dallas' mother in her own name, 7,525 shares held by Mr. Dallas' minor
children in their own names, and 6,250 shares issuable upon the exercise of
immediately exercisable options.

(3) Includes 4,915 shares held by Mr. Hyman's spouse, of which Mr. Hyman
disclaims beneficial ownership, 5,435 shares held in a brokerage account
for Mr. Hyman's benefit, 328 shares held jointly with Mr. Hyman's spouse
and 3,750 shares issuable upon the exercise of immediately exercisable
options.

(4) Includes 71,114 shares held by Mr. Van Volkenburgh's spouse in her own
name, 26,438 shares held by Mr. Van Volkenburgh's son in his own name,
2,381 shares owned jointly by Mr. Van Volkenburgh and his spouse, 14,014
shares held by Total Packaging Corporation, a corporation owned by Mr. Van
Volkenburgh, and 18,750 shares held in a brokerage account for the benefit
of Mr. Van Volkenburgh. Also includes 9,375 shares issuable upon the
exercise of immediately exercisable stock options. Mr. Van Volkenburgh
disclaims beneficial ownership of the shares held by his spouse in her own
name and by his son in his name. Also includes 3,125 shares held by RJV
Capital Management LLC, a limited liability company owned by Mr. Van
Volkenburgh.

THE BANK

Number of Shares Percent
Name Beneficially Owned (1) of Class
- ---- ---------------------- --------

Robert H. Dallas, II 105,901(2)(7) 7.76%
Peter P. DeTommaso 115,961(3)(7) 8.50%
John Fallone 36,090(7)(9) 2.65%
Walter Hazard 46,109(4)(7) 3.38%
Charles S. Loring 72,963(5)(7) 5.35%
John O'Brien 44,164(7) 3.24%
Samuel Stothoff 50,706(6)(7) 3.72%
Peter G. Schoberl 2,288(8) 0.17%
Allen Tucker 23,043(7) 1.69%
Robert J. van 30,500(7) 2.24%
Volkenburgh, Jr., M.D.

- ----------
(1) Beneficially owned shares include shares over which the named person
exercised either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or

<PAGE>

relatives sharing the same home, (ii) by entities owned or controlled by
the named person, and (iii) by other persons if the named person has the
right to acquire such shares within sixty (60) days by the exercise of any
right or option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.

(2) Includes 18,201 shares held by the Dallas Group of America Employee's
Profit Sharing Plan and Trust, 18,201 shares held by the Trenton Liberty
Insurance Company, T/A Alexander Insurance Managers, and 22,264 shares held
by the Dallas Group of America, Inc. which 58,666 shares are also disclosed
as beneficially owned by David D. Dallas, and 3,763 shares owned by Mr.
Dallas' minor child in his own name.

(3) Includes 89,251 shares owned jointly with Mr. DeTommaso's spouse, 13,138
shares owned by the Home Owners Heaven Profit Sharing Plan, and 10,416
shares owned jointly by Mr. DeTommaso and his brother.

(4) Includes 13,245 shares held by the Atrion Corporation Pension Fund,
8,038 shares held by profit sharing funds controlled by Mr. Hazard,
5,208 shares held by Atrion Corporation and 2,604 shares held by Mr.
Hazard's spouse.

(5) Includes 6,285 shares held by Mr. Loring's spouse in her own name, 13,715
shares owned jointly with his spouse, and 7,651 shares held by an Estate
for which Mr. Loring is the Executor. Mr. Loring disclaims beneficial
ownership of the shares held by his spouse.

(6) Includes 34,000 shares held jointly by Mr. Stothoff and his spouse and
6,988 shares held by Mr. Stothoff's spouse in her own name. Mr. Stothoff
disclaims beneficial ownership of the shares held by his spouse.

(7) Includes, 2,500 shares issuable upon the exercise of immediately
exercisable options.

(8) Includes 1,875 shares issuable upon the exercise of immediately exercisable
options.

(9) Includes 5,208 shares held jointly by Mr. Fallone and his spouse.

DESCRIPTION OF THE COMPANY'S SECURITIES

UNITS

Each Unit consists of one share of Common Stock and one Warrant. Each
Warrant entitles the holder thereof to purchase one additional share of Common
Stock at a purchase price of $15.75. The Common Stock and the Warrants will be
transferable separately upon the closing of the Offering.

COMMON STOCK

General. As a corporation incorporated under the laws of Delaware, the
rights of holders of the Company's stock are governed by the Delaware General
Corporation Law and the Company's Certificate of Incorporation. The Company's
Certificate of Incorporation provides for an authorized capitalization of
3,000,000 shares of capital stock, consisting of 2,500,000 shares of Common
Stock, and 500,000 shares of preferred stock. As of June 30, 1996, the Company
had 1,361,740 shares of Common Stock outstanding, and no shares of preferred
stock outstanding.

Dividend Rights. The holders of the Company's Common Stock will be
entitled to dividends, when, as, and if declared by the Company's Board of
Directors, subject to the restrictions imposed by Delaware law. The only
statutory limitation applicable to the Company is that dividends must be paid
out of surplus or, if there is no surplus, out of net profits for the fiscal
year in which the dividend is declared or out of the preceding year's net
profit. However, as a practical matter, unless the Company expands its
activities, its only source of income will be the Bank. Therefore, the dividend
restrictions applicable to the Bank described under the heading "SUPERVISION AND
REGULATION" will continue to impact the Company's ability to pay dividends.

Voting Rights. Each share of the Company's common stock is entitled to one
vote per share. Cumulative voting is not permitted. Under Delaware Law, a merger
or consolidation may be approved by a majority of the votes cast at a meeting at
which a quorum is present. Also, Delaware law permits the Board of Directors to
authorize certain mergers, amend the certificate of incorporation in certain
respects and take similar actions without a shareholder vote.

Delaware law also permits a corporation to adopt provisions in its
certificate of incorporation requiring greater than a majority vote to approve
specified actions. The Company has not adopted such provisions. Delaware law
also

<PAGE>

permits a corporation in its certificate of incorporation to classify its
directors so that different classes are elected at different annual meetings,
and the Company's Certificate of Incorporation does so provide for a classified
Board. See "Directors" below.

Preemptive Rights. Under Delaware law, shareholders may have preemptive
rights if these rights are provided in the certificate of incorporation. The
Certificate of Incorporation of the Company does not provide for preemptive
rights.

Appraisal Rights. Under Delaware law, dissenting shareholders of the
Company have appraisal rights (subject to the broad exception set forth in the
next sentence) upon certain mergers or consolidations. Appraisal rights are not
available in any such transaction if shares of the corporation are listed for
trading on a national securities exchange or designated as a national market
system security on the NASDAQ system or held of record by more than 2,000
holders.

Directors. Under Delaware law and the Company's Certificate of
Incorporation, the Company is to have a minimum of 3 directors and a maximum of
25, with the number of directors at any given time to be fixed by the Board of
Directors. In addition, the Company's Certificate of Incorporation provides that
the Board of Directors is to be divided into three classes, consisting of as
nearly an equal number of directors as possible, with the term of office of one
class expiring each year. The Company has three members of its Board of
Directors. See "MANAGEMENT."

WARRANTS

Each Warrant entitles the holder thereof to purchase one share of Common
Stock at a purchase price of $15.75 for a period of two years after the issuance
of the Warrants. Upon the closing of the Offering, the Warrants will be freely
tradeable without the Common Stock. Any Warrant not exercised on or before the
expiration date shall expire and will not thereafter be exercisable. Warrant
holders do not have the rights and privileges of holders of Common Stock.

The Company will deliver to purchasers certificates representing one
Warrant for each Unit purchased hereunder (the "Warrant Certificates"). Each
Warrant Certificate will indicate the total number of shares for which the
Warrant is exercisable. Thereafter, Warrant Certificates may be exchanged for
new certificates of different denominations, and may be exercised or transferred
by presenting them at the office of FCTC Transfer Services, L.P. (the "Warrant
Agent"). If a market for the Warrants develops, holder may sell their warrants
instead of exercising them.

Each Warrant may be exercised by surrendering the Warrant Certificate, with
the form of election to purchase on the reverse side properly completed and
executed, together with payment of the exercise price to the Warrant Agent. The
Warrants may be exercised in whole or in part, but no fractional shares of
Common Stock will be issued upon exercise of the Warrant. If less than all of
the Warrants evidenced by the Warrant certificate are exercised, a new Warrant
Certificate will be issued for the remaining number of Warrants. The number of
shares purchasable upon exercise and the exercise price of each Warrant will be
proportionately adjusted upon the occurrence of certain events, including stock
dividends, stock splits, reclassification and reorganizations. The Warrants will
be issued and governed by a Warrant Agreement between the Company and the
Warrant Agent. The Warrant Certificate provides that the company and the Warrant
Agent may, without the consent of the Warrant holders, make changes in the
Warrant Agreement which are required by reason of any ambiguity, manifest error
or other mistake in the Warrant Agreement or Warrant Certificate, or that do not
adversely affect or change the interest of the holders of the Warrants.

TRANSFER AGENT AND WARRANT AGENT

The Company's transfer agent for the Common Stock and Warrant Agent for the
Warrants is FCTC Transfer Services, L.P. with offices at 111 Wood Avenue South,
Suite 206, Iselin, New Jersey 08830.

<PAGE>

ANTI-TAKEOVER PROVISIONS

Under the Federal Change in Bank Control Act (the "Control Act"), a 60 day
prior written notice must be submitted to the FRB if any person, or any group
acting in concert, seeks to acquire 10% or more of any class of outstanding
voting securities of the Company, unless the FRB determines that the acquisition
will not result in a change of control of the Company. Under the Control Act,
the FRB has 60 days within which to act on such notice taking into consideration
certain factors, including the financial and managerial resources of the
acquiror, the convenience and needs of the community served by the bank holding
company and its subsidiary banks and the antitrust effects of the acquisition.
Under the BHCA, a company is generally required to obtain prior approval of the
FRB before it may obtain control of a bank holding company. Control is generally
described to mean the beneficial ownership of 25% or more of all outstanding
voting securities of a company.

Pursuant to the Company's Certificate of Incorporation, the Board of
Directors of the Company is divided into three classes, each of which shall
contain approximately one-third of the whole number of the members of the Board.
Each class shall serve a staggered term, with approximately one-third of the
total number of directors being elected each year. The Company's Certificate of
Incorporation and Bylaws provide that the size of the Board shall be determined
by a majority of the directors. The Certificate of Incorporation and the Bylaws
provide that any vacancy occurring in the Board, including a vacancy created by
an increase in the number of directors or resulting from death, resignation,
retirement, disqualification, removal from office or other cause, shall be
filled for the remainder of the unexpired term exclusively by a majority vote of
the directors then in office. The classified Board is intended to provide for
continuity of the Board of Directors and to make it more difficult and time
consuming for a stockholder group to use its voting power to gain control of the
Board of Directors without the consent of the incumbent Board of Directors of
the Company.

Certain provisions of Delaware law are designed to provide Delaware
corporations with additional protection against hostile takeovers. The takeover
statute, which is codified in Section 203 of the Delaware General Corporate Law
("Section 203"), is intended to discourage certain takeover practices by
impeding the ability of a hostile acquiror to engage in certain transactions
with the target company.

In general, Section 203 provides that a "Person" (as defined therein) who
owns 15% or more of the outstanding voting stock of a Delaware corporation (an
"Interested Stockholder") may not consummate a merger or other business
combination transaction with such corporation at any time during the three-year
period following the date such "Person" became an Interested Stockholder. The
term "business combination" is defined broadly to cover a wide range of
corporate transactions including mergers, sales of assets, issuances of stock,
transactions with subsidiaries and the receipt of disproportionate financial
benefits.

The statute exempts the following transactions from the requirements of
Section 203: (i) any business combination if, prior to the date a person became
an Interested Stockholder, the Board of Directors approved either the business
combination or the transaction which resulted in the stockholder becoming an
Interested Stockholder; (ii) any business combination involving a person who
acquired at least 85% of the outstanding voting stock in the transaction in
which he became an Interested Stockholder, with the number of shares outstanding
for this purpose calculated without regard to those shares owned by the
corporation's directors who are also officers and by certain employee stock
plans; (iii) any business combination with an Interested Stockholder that is
approved by the Board of Directors and by a two-thirds vote of the outstanding
voting stock not owned by the Interested Stockholder; and (iv) certain business
combinations that are proposed after the corporation had received other
acquisition proposals and which are approved or not opposed by a majority of
certain continuing members of the Board of Directors. A corporation may exempt
itself from the requirements of the statute by adopting an amendment to its
Certificate of Incorporation or Bylaws electing not to be governed by Section
203. At the present time, the Board of Directors does not intend to propose any
such amendment.

THE OFFERING -- PLAN OF DISTRIBUTION

The Company is hereby offering 365,000 Units, each Unit consisting of one
share of Common Stock and one Warrant to purchase one share of Common Stock at
an exercise price of $15.75. The Company will solicit subscriptions to purchase
the Units and will sell the Units subscribed for hereby to the general public.

The Company has reserved an option to sell up to an additional 36,500 Units
to fill over-subscriptions for the Units.

<PAGE>

The Company has not engaged any underwriters in connection with the
Offering. Offers and sales of the Units will be effected through Robert J. Van
Volkenburgh and James Hyman, officers of the Company, who will distribute
offering materials, respond to inquiries from potential investors, maintain
records of subscriptions and attend information meetings, if any.

Prior to this Offering, there has been a limited public trading market for
the Common Stock of the Company and no public trading marked for the Warrants.
As a result, the Price to Public set forth on the cover page of the Prospectus
and the terms of the Warrants have been determined by the Company based upon a
number of factors. These factors included the most recent bid price of the
Company's common stock, the future prospects of the Company, the banking
industry in general, the Company's recent financial performance and its position
in the industry, and other factors deemed to be relevant by the Company.

METHOD OF SUBSCRIPTION

A prospective investor wishing to subscribe for Units in the Offering must
do the following:

(a) execute a Subscription Agreement; and

(b) deliver a check, bank check, or money order made payable, in United
States currency to "UNITY BANCORP, INC."

The Subscription Agreement, together with the full amount of the
aggregate subscription price must be mailed, in the return envelope provided
herewith, to: Unity Bancorp, Inc., Attention: James Hyman, 62 Old Highway 22,
Clinton, NJ 08809. In order for the Subscription Agreement to be valid, it
must be received by the Company on or before 5:00 p.m. on December 13, 1996,
unless the Offering is extended.

EXPIRATION OF THE OFFERING WILL BE AT 5:00 P.M. ON DECEMBER 13, UNLESS
THE COMPANY EXTENDS THE OFFERING. FOR A PERIOD OF TIME NOT TO EXCEED 30 DAYS
AFTER THE OFFERING TERMINATION DATE.

THE COMPANY RESERVES THE RIGHT TO REJECT, IN WHOLE OR IN PART, IN ITS SOLE
DISCRETION, ANY SUBSCRIPTION FOR ANY REASON.

THE FULL SUBSCRIPTION PRICE FOR THE UNITS MUST BE INCLUDED WITH THE
SUBSCRIPTION AGREEMENT. THE PURCHASE PRICE MUST BE PAID IN UNITED STATES
CURRENCY BY CHECK, BANK CHECK OR MONEY ORDER PAYABLE TO "UNITY BANCORP, INC."
FAILURE TO INCLUDE THE FULL SUBSCRIPTION PRICE WITH THE SUBSCRIPTION AGREEMENT
MAY CAUSE THE COMPANY TO REJECT THE SUBSCRIPTION IN WHOLE OR IN PART.

LEGAL MATTERS

The validity of the Units hereby will be passed upon for the Company by
McCarter & English, Newark, New Jersey.

EXPERTS

The consolidated statements of condition as of December 31, 1995 and 1994,
and the consolidated statements of income, changes in stockholders' equity and
cash flows for the years ended December 31, 1995, 1994 and 1993 included in this
Prospectus, have been included herein in reliance on the report of Arthur
Andersen LLP, independent public accountants, given on the authority of that
firm as experts in giving said reports.

<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY Page
----
Consolidated Statements of Condition as of
June 30, 1996 and 1995................................................ F-2
Consolidated Statements of Operations for the six months
ended June 30, 1996 and 1995.......................................... F-3
Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995................................... F-4

Notes to Consolidated Financial Statements ................................ F-5

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
Report of Independent Public Accountants................................... F-8
Consolidated Statements of Condition as of December 31, 1995
and 1994.............................................................. F-9
Consolidated Statements of Income for the years ended
December 31, 1995, 1994, and 1993..................................... F-10
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1995, 1994, and 1993................. F-11
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993...................................... F-12
Notes to Consolidated Financial Statements................................. F-13

F-1

<PAGE>

Consolidated Statements of Condition
<TABLE>
<CAPTION>
June 30 (Unaudited) 1996 1995
------------- -------------
<S> <C> <C>
Assets
Cash and due from banks ...................................................... $ 14,610,497 $ 12,332,826
Federal funds sold ........................................................... 1,925,000 4,325,000
------------- -------------
Total cash and cash equivalents .................................... 16,535,497 16,657,826

Securities
Available for sale (at market value) ................................... 13,854,797 7,348,748
Held to maturity (aggregate market value of $19,515,086 and $23,707,134) 20,353,571 24,563,239
------------- -------------
34,208,368 31,911,987

Loans (including loans held for sale of $2,863,482 and $1,963,334) ........... 84,064,412 46,032,706
Less: Unearned income ................................................. 15,168 28,432
Allowance for possible loan losses .......................... 774,417 478,792
------------- -------------
Net loans ................................................... 83,274,827 45,525,482

Premises and equipment, net .................................................. 2,408,277 944,623
Accrued interest receivable .................................................. 1,023,616 746,197
Organizational costs, net .................................................... 0 17,254
Other assets ................................................................. 997,312 777,693
------------- -------------
Total assets ....................................................... $ 138,447,897 $ 96,581,062
============= =============

Liabilities and Shareholders' Equity
Deposits
Demand
Noninterest Bearing ................................................ $ 23,283,463 $ 11,414,297
Interest bearing ................................................... 20,097,553 14,815,530
Savings ................................................................ 23,158,589 20,063,968
Time (includes deposits $100,000 and over of $8,546,364 and $3,741,341) 59,083,645 40,271,281
------------- -------------
Total deposits ..................................................... 125,623,250 86,565,076
Subordinated debt ............................................................ 2,010,000 1,510,000
Accrued interest payable ..................................................... 422,262 266,637
Accrued expenses and other liabilities ....................................... 136,138 364,905
------------- -------------
Total liabilities .................................................. 128,191,650 88,706,618

Commitments and contingencies
Shareholders' Equity

Common stock, no par value, 2,500,000 shares authorized;
1,361,740 and 1,204,560 issued and outstanding ..................... 9,462,444 7,371,889

Retained earnings ...................................................... 880,123 658,342
Net unrealized loss on available for sale securities ................... (86,320) (155,787)
------------- -------------
Total Shareholders' Equity ......................................... 10,256,247 7,874,444
------------- -------------
Total liabilities and Shareholders' Equity ......................... $ 138,447,897 $ 96,581,062
============= =============
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these financial statements.

F-2

<PAGE>

Consolidated Statements of Operations

<TABLE>
<CAPTION>
For the Six Months Ended June 30 (Unaudited) 1996 1995
---------- ----------
<S> <C> <C>
Interest Income
Interest on loans ........................................ $3,486,678 $2,088,853
Interest on Securities ................................... 1,288,877 1,277,794
Interest on Federal Funds Sold ........................... 173,844 93,991
---------- ----------
Total interest income .................................... 4,949,399 3,460,638

Interest expense ........................................... 2,076,929 1,294,895
Interest on long term debt ................................. 59,211 55,164
---------- ----------
Total interest expense ..................................... 2,136,140 1,350,059
---------- ----------
Net interest income ........................................ 2,813,259 2,110,579
Provision for possible loan losses ......................... 257,288 145,405
---------- ----------
Net interest income after provision for possible loan losses 2,555,971 1,965,174
---------- ----------

Other income
Service charges on deposit accounts....................... 223,721 136,152
Gain on sale of loans .................................... 617,611 370,125
Gain on sale of securities ............................... 31,850 0
Other income ............................................. 177,022 488,589
---------- ----------
Total other income ....................................... 1,050,204 624,741
---------- ----------

Other expenses
Salaries and employee benefits ........................... 1,294,497 873,788
Occupancy expense ........................................ 328,168 94,338
Other operating expenses ................................. 1,168,597 808,230
---------- ----------
Total other expenses ..................................... 2,791,262 1,776,356
---------- ----------
Income before taxes ........................................ 814,913 813,559
Provision for income taxes ................................. 312,295 312,631
---------- ----------
Net income ................................................. $ 502,618 $ 500,928
========== ==========

Net income per share ....................................... $0.38 $0.42
========== ==========

Weighted average shares outstanding ........................ 1,322,853 1,202,975
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these financial statements.

F-3

<PAGE>

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
For the six months ended June 30 (Unaudited) 1996 1995
------------ ------------
<S> <C> <C>
Operating activities:
Net income ....................................................... $ 502,618 $ 500,928
Adjustments to reconcile net income to net
cash provided by (used in) operating activities
Provision for possible loan losses ........................... 257,288 145,405
Depreciation and amortization ................................ 129,073 92,904
Gain on sale of premises and equipment ....................... 0 (1,033)
Gain on sale of securities ................................... (31,850) 0
Gain on sale of loans ........................................ (617,611) (370,125)
Amortization of securities premiums, net ..................... 32,128 21,229
Increase in accrued interest receivable ...................... (165,556) (93,533)
Increase in other assets ..................................... (493,091) (213,043)
Increase in accrued interest payable ......................... 30,737 133,018
Decrease in accrued expenses and other liabilities ........... (212,168) (181,527)
------------ ------------
Net cash (used in) provided by operating activities ..... $ (568,433) $ 34,223
------------ ------------

Investing activities:
Proceeds from sales of securities available for sale ............. 1,234,436 20,778
Purchases of securities held to maturity ......................... (1,006,172) (5,572,306)
Purchases of securities available for sale ....................... (3,999,921) 0
Maturities and principal payments on securities held to maturity . 508,674 4,243,031
Maturities and principal payments on securities available for sale 5,014,918 69,305
Proceeds from sale of loans ...................................... 6,814,863 4,761,908
Net increase in loans ............................................ (31,232,533) (14,048,391)
Capital Expenditures ............................................. (1,443,305) (207,521)
Proceeds from sale of premises and equipment ..................... 0 9,500
------------ ------------
Net cash used in investing activities ........................ $(24,109,040) $(10,723,696)
------------ ------------

Financing activities:
Increase in deposits ............................................. 14,625,626 15,870,029
Proceeds from issuance of subordinated debt ...................... 2,010,000 1,510,000
Proceeds from issuance of common stock, net ...................... 0 20,000
Other ............................................................ 7,917 0
Cash Dividends ................................................... (120,430) (137,418)
Net cash provided by financing activities .................... 16,523,113 17,262,611
(Decrease) increase in cash and cash equivalents ....................... (8,154,361) 6,573,137
Cash and cash equivalents at beginning of period ....................... 24,689,858 10,084,689
------------ ------------
Cash and cash equivalents at end of period ............................. $ 16,535,497 $ 16,657,826
============ ============

Supplemental disclosures:
Interest paid .................................................... $ 2,105,403 $ 1,217,041
Income taxes paid ................................................ 878,500 420,000
Subordinated debt exchanged for common stock ..................... 1,510,000 0
============ ============
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these financial statements.

F-4

<PAGE>

Notes to Consolidated Financial Statements

1. Organization:

1. The accompanying consolidated financial statements of Unity Bancorp Inc.
(the "Company") and its subsidiary, First Community Bank (the "Bank"),
reflect all adjustments and disclosures which are, in the opinion of
management necessary for a fair presentation of interim results. The
financial information has been prepared in accordance with the Company's
customary accounting practice and has not been audited.

Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted pursuant to
the SEC rules and regulations. These interim financial statements should
be read in conjunction with the Company's consolidated financial statements
and notes thereto for the year ended December 31, 1995, included in this
Registration Statement.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the year.

2. Securities:

Information with regard to the Company's securities portfolio at June 30,
1996 is as follows:

<TABLE>
<CAPTION>
June 1996 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------

<S> <C> <C> <C> <C>
Held to maturity:
Obligations of U.S. Government agencies $ 7,430,382 $ 27,478 ($ 51,141) $ 7,406,719
U.S. Government sponsored agencies 3,988,634 0 (609,259) 3,379,375
Mortgage-backed securities 8,934,555 23,145 (228,708) 8,728,992
------------ ------------ ------------ ------------
Total held to maturity $ 20,353,571 $ 50,623 ($ 889,108) $ 19,515,086
============ ============ ============ ============

Available for sale:
U.S. Treasury securities $ 1,954,318 $ 3,538 ($ 28) $ 1,957,828
U.S. Government sponsored agencies 8,682,411 21,663 (80,179) 8,623,895
Obligations of states and political 757,000 0 (1,263) 755,737
subdivisions
Mortgage-backed securities 117,916 860 0 118,776
Corporate debt securities 2,038,226 66 (2,731) 2,035,561
FHLB stock 363,000 0 0 363,000
------------ ------------ ------------ ------------
Total available for sale $ 13,912,871 $ 26,127 ($ 84,201) $ 13,854,797
============ ============ ============ ============

</TABLE>

The amortized cost and estimated market value of securities at June 30,
1996, by contractual maturity, are shown below:

Estimated
Amortized Market
Cost Value
----------- -----------
Held to maturity:
Due after 1 year-5 years $ 1,238,634 $ 1,235,626
Due after 5 years-10 years 1,500,000 1,312,500
Due after 10 years 8,680,382 8,237,969
Mortgage-backed securities 8,934,555 8,728,992
----------- -----------
$20,353,571 $19,515,087
=========== ===========
Available for sale:
Due under 1 year $ 7,913,505 $ 7,937,415
Due after 1 year-5 years 5,518,450 5,436,400
FHLB Stock 363,000 363,000
Mortgage-backed securities 117,916 117,982
----------- -----------
$13,912,871 $13,854,797
=========== ===========

Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations without call or
prepayment penalties.

F-5

<PAGE>

Proceeds from sales of securities were $1,234,436 as of June 30, 1996,
gross gains on the sales of securities were $31,850.

Securities with carrying values aggregating $400,000 were pledged to secure
public deposits at June 30, 1996.

3. Loans:

Loans outstanding by classification as of June 30, 1996 are as follows:

June 30,
1996
-----------
Loans secured by real estate
Residential properties $23,053,437
Nonresidential properties 34,116,050
Construction loans 8,066,116
Commercial and industrial loans 12,681,968
Lease financing receivables 57,201
Loans to individuals 6,089,640
-----------
$84,064,412
===========

As of June 30, 1996, loans accounted for on a nonaccrual basis amounted to
approximately $166,000. The interest income that would have been recorded
had these loans performed under the original contract terms was $9,500 for
the six months ended June 30, 1996. At June 30, 1996, $151,000 in loans
were past due greater than 90 days but still accruing interest.

As of June 30,1996, the Bank's recorded investment in impaired loans,
defined as nonaccrual loans was $166,000 and the related valuation
allowance was $33,200. This valuation allowance is included in the
allowance for possible loan losses in the accompanying statement of
condition.

As of June 30, 1996, approximately 78% of the Company's loans were secured
by real estate. As such, a substantial portion of the Company's borrowers'
ability to repay their loans is dependent on the economic environment of
the real estate industry in the Company's market area.

In the ordinary course of business, the Company may extend credit to
officers, directors or their associates. These loans are subject to the
Company's normal lending policy. An analysis of such loans, all of which
are current as to principal and interest payments, is as follows:

Balance at December 31, 1995 $ 3,953,574
New Loans 671,770
Repayments (256,107)
-----------
Balance at June 30, 1996 $ 4,369,237
===========

4. Allowance for Possible Loan Losses:

The allowance for possible loan losses is based on estimates and ultimate
losses may vary from current estimates. These estimates are reviewed
periodically and, as adjustments become known, they are reflected in
operations in the periods in which they become known.

An analysis of the change in the allowance for possible loan losses for the
six months ended June 30, 1996 is as follows:

June 30,
1996
---------
Balance at beginning of year $ 561,931
Provision charged to expense 257,288
Loans charged-off (44,802)
Recoveries on loans previously charged off 0
---------
Balance at end of period $ 774,417
=========

F-6

<PAGE>

5. Subordinated Debt:

June 30,
1996
----------
8.25% Subordinated Debt due April 1, 1999 $2,010,000
----------
Total $2,010,000
==========

The Company issued subordinated debentures totaling $2,010,000 on
April 1, 1996. The debentures bear interest at 8.25%, payable quarterly
and mature on April 1, 1999. The debentures are callable at the option of
the Company and, on September 13, 1996, the debentures were called for
redemption at par plus accrued interest. As a result of this call, 201,000
shares of common stock were issued.

6. Premises and Equipment

The detail of premises and equipment as of June 30, 1996 is as follows:

June 30,
1996
-----------
Land and building $ 631,966
Furniture, fixtures and equipment 1,216,064
Leasehold improvements 1,063,544
-----------
2,911,575

Less-Accumulated depreciation and
amortization (503,298)
-----------
$ 2,408,277
===========

Additions to premises and equipment for the six months ended June 30, 1996
totaled $1,443,000 which was primarily attributable to the relocation of
the Bank's main office and the consolidation of the Company's
administrative headquarters to a 18,000 square feet leased facility located
in Clinton, NJ.

F-7

<PAGE>

Unity Bancorp. Inc. and Subsidiary

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

ARTHUR ANDERSEN LLP

To the Shareholders and Board of Directors of
Unity Bancorp, Inc.:

We have audited the accompanying consolidated statements of condition of Unity
Bancorp, Inc. and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Unity Bancorp, Inc. and
subsidiary as of December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 1993 the Company changed its method of accounting for income taxes
and effective January 1, 1994 changed its method of accounting for securities.

/s/ ARTHUR ANDERSEN LLP

Roseland, New Jersey

September 26, 1996

F-8

<PAGE>

Unity Bancorp, Inc. and Subsidiary

Consolidated Statements of Condition
<TABLE>
<CAPTION>
December 31 1995 1994
------------ ------------
<S> <C> <C>
Assets

Cash and due from banks .............................................................. $ 17,064,858 $ 7,684,689
Federal funds sold ................................................................... 7,625,000 2,400,000
------------ ------------
Total cash and cash equivalents (Note 2 and 12) ................................ 24,689,858 10,084,689
Securities (Notes 2, 3 and 12)
Available for sale (at market value) ............................................... 16,304,282 7,199,291
Held to maturity (aggregate market value of $19,264,315 and $21,341,158
in 1995 and 1994, respectively) .................................................. 19,856,743 23,276,844
------------ ------------
Total securities ............................................................... 36,161,025 30,476,135

Loans (including loans held for sale of $3,515,561 and $890,349
in 1995 and 1994, respectively) (Notes 2, 4, 5 and 12) ............................. 59,108,042 36,420,687
Less: Unearned income ............................................................ 49,278 26,217
Less: Allowance for possible loan losses ......................................... 561,931 380,191
------------ ------------
Net loans ...................................................................... 58,496,833 36,014,279

Premises and equipment, net (Notes 2 and 6) .......................................... 1,094,043 814,223
Accrued interest receivable .......................................................... 858,060 652,664
Other assets ......................................................................... 504,221 606,154
------------ ------------
Total Assets ................................................................... $121,804,040 $ 78,648,144
============ ============

Liabilities and Shareholders' Equity

Deposits (Note 12)
Demand
Noninterest bearing .............................................................. $ 18,662,191 $ 9,155,302
Interest bearing ................................................................. 19,345,467 11,728,480
Savings ............................................................................ 22,202,038 21,688,665
Time (includes deposits $100,000 and over of $6,706,000 and $2,517,000
in 1995 and 1994, respectively) .................................................. 50,787,928 28,122,600
------------ ------------
Total deposits ................................................................. 110,997,624 70,695,047

Subordinated debt (Notes 7 and 12) ................................................... 1,510,000 --
Accrued interest payable ............................................................. 391,525 133,619
Accrued expenses and other liabilities ............................................... 428,482 459,286
------------ ------------
Total Liabilities .............................................................. 113,327,631 71,287,952
------------ ------------
Commitments and contingencies (Note 10)
Shareholders' equity (Notes 1, 8 and 11)

Common stock, no par value, 2,500,000 shares authorized; 1,204,560 and
1,201,335 shares issued and outstanding in 1995 and 1994, respectively ........... 7,371,889 7,351,889

Retained earnings .................................................................. 1,070,573 294,832
Unrealized holding gain (loss) on securities available for sale, net of income taxes 33,947 (286,529)
------------ ------------
Total Shareholders' Equity ..................................................... 8,476,409 7,360,192
------------ ------------
Total Liabilities and Shareholders' Equity ..................................... $121,804,040 $ 78,648,144
============ ============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these financial statements.

F-9
<PAGE>

Unity Bancorp, Inc. and Subsidiary

Consolidated Statements of Income
<TABLE>
<CAPTION>
For the years ended December 31 1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Interest Income
Interest on loans (Note 2) ................... $ 4,781,664 $ 2,962,336 $ 1,749,899
Interest on securities ....................... 2,696,182 1,881,830 1,704,136
Interest on Federal funds sold ............... 291,638 93,402 34,049
----------- ----------- -----------
Total interest income .......................... 7,769,484 4,937,568 3,488,084

Interest expense ............................... 3,333,866 1,829,989 1,609,501
----------- ----------- -----------
Net interest income ............................ 4,435,618 3,107,579 1,878,583

Provision for possible loan losses (Note 2) .... 228,560 160,563 183,288
----------- ----------- -----------
Net interest income after provision for
possible loan losses ......................... 4,207,058 2,947,016 1,695,295
----------- ----------- -----------

Other income
Service charges on deposits .................. 294,899 240,329 167,420
Net gain (loss) on sale of securities (Note 3) (18,999) -- 260,557
Gain on sale of loans (Note 2) ............... 871,185 247,236 301,173
Other income ................................. 238,093 140,851 67,658
----------- ----------- -----------
Total other income ........................... 1,385,178 628,416 796,808
----------- ----------- -----------

Other Expenses
Salaries and employee benefits ............... 1,974,038 1,193,369 936,334
Occupancy expense ............................ 237,502 141,995 119,202
Other operating expenses ..................... 1,766,730 1,265,111 922,496
----------- ----------- -----------
Total other expenses ......................... 3,978,270 2,600,475 1,978,032
----------- ----------- -----------
Income before provision for income taxes ..... 1,613,966 974,957 514,071
Provision for income taxes (Notes 2 and 9 ..... 609,031 219,007 7,500
----------- ----------- -----------
Net Income ..................................... $ 1,004,935 $ 755,950 $ 506,571
=========== =========== ===========

Net income per share (Note 2) .................. $ .83 $ .67 $ .62
=========== =========== ===========

Weighted average shares outstanding (Note 2) ... 1,203,774 1,126,193 812,948
=========== =========== ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-10
<PAGE>

Unity Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
For the years ended December 31 Unrealized
Holding
Gain (Loss)
Additional Retained on Securities Total
Common Paid-in Earnings Available Shareholders'
Stock Capital (Deficit) for Sale Equity
----------- ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1992 .............. $ 2,342,000 $ 2,307,000 $ (967,689) $ -- $ 3,681,311
Stock dividend - 10% .................. 234,200 (234,200) -- -- --
Issuance of common stock,
net of offering costs ............... 556,115 288,669 -- -- 844,784
Net income - 1993 ..................... -- -- 506,571 -- 506,571
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1993 .............. 3,132,315 2,361,469 (461,118) $ -- 5,032,666
Stock dividend - 10% .................. 360,975 (360,975) -- -- --
Issuance of common stock,
net of offering costs ............... 1,083,225 774,880 -- -- 1,858,105
Net income - 1994 ..................... -- -- 755,950 -- 755,950
Unrealized loss on securities available
for sale, net of income tax ......... -- -- -- (286,529) (286,529)
Exchange of bank common stock for
holding company common stock
(Notes 1 and 8) ..................... 2,775,374 (2,775,374) -- -- --
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1994 .............. 7,351,889 -- 294,832 (286,529) 7,360,192

Cash dividend - $.19 per share ........ -- -- (229,194) -- (229,194)

Issuance of common stock .............. 20,000 -- -- -- 20,000
Net income - 1995 ..................... -- -- 1,004,935 -- 1,004,935
Unrealized gain on securities available
for sale, net of income tax ......... -- -- -- 320,476 320,476
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1995 .............. $ 7,371,889 $ -- $ 1,070,573 $ 33,947 $ 8,476,409
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-11
<PAGE>

Unity Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
For the years ended December 31 1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Operating activities:

Net income ....................................................... $ 1,004,935 $ 755,950 $ 506,571
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for possible loan losses ........................... 228,560 160,563 183,288
Depreciation and amortization ................................ 209,278 155,504 124,575
(Gain) loss on sale of premises and equipment ................ (1,033) 4,027 --
Net loss (gain) on sale of securities ........................ 18,999 -- (260,557)
Gain on sale of loans ........................................ (871,185) (247,236) (301,173)
Amortization of securities premiums, net ..................... 47,919 29,649 127,780
Increase in accrued interest receivable ...................... (205,396) (241,016) (98,557)
Increase in other assets ..................................... (159,268) (123,141) (19,302)
Increase in accrued interest payable ......................... 257,906 58,374 31,261
(Decrease) increase in accrued expenses and other liabilities (30,804) 380,439 (7,972)
------------ ------------ ------------
Net cash provided by operating activities .................. 499,911 933,113 285,914
------------ ------------ ------------

Investing activities:
Proceeds from sales of securities available for sale ............. 501,779 -- 12,309,559
Purchases of securities held to maturity ......................... (14,081,604) (10,057,477) (22,810,836)
Purchases of securities available for sale ....................... (237,700) (2,490,000) --
Maturities and principal payments on securities held to maturity . 8,333,727 5,047,612 16,825,661
Maturities and principal payments on securities available for sale 266,097 312,999 --
Proceeds from sale of loans ...................................... 10,853,327 3,222,107 3,197,276
Net increase in loans ............................................ (32,693,256) (14,276,824) (14,726,017)
Capital expenditures ............................................. (449,995) (66,066) (103,280)
Proceeds from sale of premises and equipment ..................... 9,500 20,000 --
------------ ------------ ------------
Net cash used in investing activities ...................... (27,498,125) (18,287,649) (5,307,637)
------------ ------------ ------------

Financing activities:
Increase in deposits ............................................. 40,302,577 11,107,920 11,713,901
(Decrease) increase in other borrowed funds ...................... -- (905,036) 905,036
Proceeds from issuance of subordinated debt ...................... 1,510,000 -- --
Proceeds from issuance of common stock, net ...................... 20,000 1,858,105 844,784
Cash dividends ................................................... (229,194) -- --
------------ ------------ ------------
Net cash provided by financing activities .................. 41,603,383 12,060,989 13,463,721
Increase (decrease in cash and cash equivalents ................... 14,605,169 (5,293,547) 8,441,998
Cash and cash equivalents at beginning of year ..................... 10,084,689 15,378,236 6,936,238
------------ ------------ ------------
Cash and cash equivalents at end of year ........................... $ 24,689,858 $ 10,084,689 $ 15,378,236
============ ============ ============

Supplemental disclosures:
Interest paid .................................................... $ 3,075,960 $ 1,771,615 $ 1,578,240
Income taxes paid ................................................ 574,511 -- 7,500
============ ============ ============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-12
<PAGE>

Unity Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

1. Organization and principles of consolidation:
The accompanying consolidated financial statements include the accounts of
Unity Bancorp, Inc. (the "Parent Company") and its wholly-owned subsidiary,
First Community Bank (the "Bank", or when consolidated with the Parent
Company, "the Company"). All significant inter-company balances and
transactions have been eliminated in consolidation.

Effective December 1, 1994, each certificate representing common shares of
the Bank was exchanged for an equal number of common shares of the Parent
Company and the Parent Company acquired all of the outstanding common
shares of the Bank. This exchange of shares has been accounted for as a
reorganization of entities under common control resulting in no changes to
the underlying carrying amount of assets and liabilities.

The Bank was incorporated in the State of New Jersey on July 27,1990. The
Bank was subsequently granted a charter by the New Jersey Department of
Banking and commenced operations on September 13, 1991 after purchasing the
deposits of two existing branches of another financial institution through
the Resolution Trust Corporation.

2. Summary of significant accounting policies:

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Securities

The Company prospectively adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (SFAS 115), effective January 1, 1994. SFAS 115 requires the
Company to classify its securities as: (1) held to maturity, (2) available
for sale and (3) trading.

Securities which the Company has the ability and intent to hold until
maturity are classified as held to maturity. These securities are carried
at cost adjusted for amortization of premiums and accretion of discounts.

Securities which are held for an indefinite period of time which management
intends to use as part of its asset/liability strategy, or that may be sold
in response to changes in interest rates, changes in prepayment risk,
increased capital requirements or other similar factors, are classified as
available for sale and are carried at market value. Differences between a
security's amortized cost and market value is charged/credited directly to
shareholders' equity, net of income tax effect. The cost of securities sold
is determined on a specific identification basis. Gains and losses on sales
of securities are recognized in the statements of income on the date of
sale.

The Company has not classified any of its securities as trading.

Loans

Interest is credited to operations primarily based upon the principal
amount outstanding. When management believes there is sufficient doubt as
to the ultimate collectibility of interest on any loan, the accrual of
applicable interest is discontinued.

Loan origination fees, net of direct loan origination costs, are deferred
and are recognized over the estimated life of the related loans as an
adjustment of the loan yield.

The Company prospectively adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan" (SFAS
114) effective January 1, 1995. As defined in SFAS 114, a loan is impaired
when, based on current information and events, it is probable that a
creditor will be unable to collect all amounts due according to the
contractual terms of the loan agreement. SFAS 114 requires that the
impairment of a

F-13

<PAGE>

Unity Bancorp, Inc. and Subsidiary

loan be based on the present value of expected future cash flows, net of
estimated costs to sell, discounted at the loan's effective interest rate.
Impairment can also be measured based on a loan's observable market price
or the fair value of collateral, if the loan is collateral dependent. If
the measure of the impaired loan is less than the recorded investment in
the loan, the Company establishes a valuation allowance, or adjusts
existing valuation allowances, with a corresponding charge or credit to the
provision for possible loan losses. The effect of adopting this new
accounting standard was not material.

Loans held for sale are reflected at the lower of aggregate cost or market
value.

Allowance for Possible Loan Losses

The allowance for possible loan losses is maintained at a level management
considers adequate to provide for potential loan losses. The allowance is
increased by provisions charged to expense and reduced by net charge-offs.
The level of the allowance is based on management's evaluation of potential
losses in the loan portfolio, after consideration of prevailing economic
conditions in the Company's market area. Credit reviews of the loan
portfolio, designed to identify potential charges to the allowance, are
made during the year by management with the assistance of a loan review
consultant.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed on the straight-line method over the estimated
useful lives of the assets.

Sales and Service of Commercial Loans

The Company periodically sells certain loans to other financial
institutions. Gains on such sales are recognized at the time of sale in an
amount which approximates the present value of the difference between the
effective interest rate to the Company and the net yield to the investor,
excluding normal future loan servicing fees when applicable, over the
estimated remaining lives of the loans sold.

Serviced loans sold to other financial institutions are not included in the
accompanying consolidated statements of condition. The total amount of such
loans serviced, but owned by outside investors, amounted to approximately
$9,982,000 and $6,567,000 at December 31, 1995 and 1994, respectively.

Income Taxes

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The
standard requires a change from the deferred to an asset and liability
method of computing deferred income taxes. Deferred income taxes are
recognized for tax consequences of "temporary differences" by applying
enacted statutory tax rates to differences between the financial reporting
and the tax basis of existing assets and liabilities. Prior years'
financial statements have not been restated to comply with the provisions
of SFAS 109. The effect of adopting SFAS 109 in 1993 was not significant,
except that the utilization of net operating loss carry forwards would have
been reflected as an extraordinary item in the accompanying consolidated
statements of income prior to the adoption of SFAS 109.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, amounts due from banks
(including certificates of deposit) and Federal funds sold. Generally,
Federal funds are sold for a one-day period. At December 31, 1995 and 1994
certain certificates of deposit with maturities in excess of 90 days,
amounting to approximately $3,357,000 at both dates, were included in cash
and due from banks.

Net Income Per Share

Net income per share is computed based on the weighted average number of
common shares and common share equivalents outstanding during each year.
The weighted average shares have been adjusted retroactively for the effect
of stock dividends and stock splits.

F-14

<PAGE>
Unity Bancorp, Inc. and Subsidiary

3. Securities:

Information with regard to the Company's securities portfolio at December
31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Held to maturity
Obligations of U.S. Government agencies ........ $10,760,758 $ 8,457 $ (504,387) $10,264,828
Mortgage-backed securities ..................... 9,095,985 1,005 (97,503) 8,999,487
----------- ----------- ----------- -----------
Total held to maturity ....................... $19,856,743 $ 9,462 $ (601,890) $19,264,315
=========== =========== =========== ===========

Available for sale
U.S. Treasury securities ....................... $ 1,963,616 $ 13,478 $ 0 $ 1,977,094
Obligations of U.S. Government agencies ........ 8,210,971 72,757 0 8,283,728
Obligations of states and political subdivisions 1,360,000 6,147 (810) 1,365,337
Mortgage-backed securities ..................... 838,976 13,607 0 852,583
Corporate debt securities ...................... 3,547,211 40,629 0 3,587,840
FHLB stock ..................................... 237,700 0 0 237,700
----------- ----------- ----------- -----------
Total available for sale ..................... $16,158,474 $ 146,618 $ (810) $16,304,282
=========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
1994 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Held to maturity
U.S. Treasury securities $ 6,379,890 $ 430 $ (89,915) $ 6,290,405
Obligations of U.S. Government agencies 9,467,892 2,291 (1,111,049) 8,359,134
Corporate debt securities 2,907,515 0 (108,641) 2,798,874
Mortgage-backed securities 4,521,547 585 (629,387) 3,892,745
----------- ----------- ----------- -----------
Total held to maturity $23,276,844 $ 3,306 $(1,938,992) $21,341,158
=========== =========== =========== ===========

Available for sale
Obligations of U.S. Government agencies $ 2,043,650 $ 0 $ (93,503) $ 1,950,147
Mortgage-backed securities 4,633,171 0 (379,202) 4,253,969
Corporate debt securities 1,000,000 0 (4,825) 995,175
----------- ----------- ----------- -----------
Total available for sale $ 7,676,821 $ 0 $ (477,530) $ 7,199,291
=========== =========== =========== ===========
</TABLE>

F-15

<PAGE>

Unity Bancorp, Inc. and Subsidiary

The amortized cost and estimated market value of securities at December 31,
1995, by contractual maturity, are shown below:

Estimated
Amortized Market
Cost Value
----------- -----------
Held to maturity
Due after 1 year - 5 years $ 1,237,500 $ 1,215,501
Due after 5 years - 10 years 1,500,000 1,381,875
Due after 10 years 8,023,259 7,667,453
Mortgage-backed securities 9,095,984 8,999,486
----------- -----------
$19,856,743 $19,264,315
=========== ===========

Available for sale
Due in 1 year or less $11,683,570 $11,758,987
Due after 1 year - 5 years 3,398,228 3,455,012
FHLB stock 237,700 237,700
Mortgage-backed securities 838,976 852,583
----------- -----------
$16,158,474 $16,304,282
=========== ===========

Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations without call or prepayment
penalties.

Proceeds from sales of securities were $501,779 in 1995 and $12,309,559 in 1993.
Gross losses on sales of securities for 1995 were $18,999. Gross gains (losses)
on sales of securities were $299,234 and ($38,667) in 1993. No securities were
sold during 1994.

During December 1995, the Company transferred securities held to maturity with a
carrying value of approximately $15,920,000 and an unrealized gain of
approximately $145,800 to available for sale. The transfers resulted from a
reassessment of the Company's investment strategies pursuant to the release of a
special report issued by the Financial Accounting Standards Board entitled "A
Guide to Implementation of Statement No. 115 on Accounting for Certain
Investments in Debt and Equity Securities." This report allowed the Company to
make a one time reclassification of securities within the categories without
tainting other securities held to maturity.

Securities with carrying values aggregating $300,000 were pledged to secure
public deposits at December 31, 1995.

4. Loans:

Loans outstanding by classification as of December 31, 1995 and 1994, are as
follows:

1995 1994
----------- -----------
Loans secured by real estate -
Residential properties $16,033,700 $ 9,514,489
Nonresidential properties 23,612,087 15,017,958
Construction loans 5,705,208 1,292,795
Commercial and industrial loans 9,125,192 6,951,838
Lease financing receivables 83,193 334,776
Loans to individuals 4,548,662 3,308,831
----------- -----------
$59,108,042 $36,420,687
=========== ===========

As of December 31, 1995 and 1994, loans accounted for on a nonaccrual basis
amounted to approximately $78,000 and $47,000, respectively. The interest income
that would have been recorded had these loans performed under the original
contract terms was not significant. At December 31, 1995, $262,000 in loans were
past due greater than 90 days but still accruing interest.

F-16

<PAGE>
Unity Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (continued)

As of December 31,1995, the Bank's recorded investment in impaired loans,
defined as nonaccrual loans was $78,000 and the related valuation allowance was
$16,000. This valuation allowance is included in the allowance for possible loan
losses in the accompanying statement of condition.

As of December 31, 1995, approximately 77% of the Company's loans were secured
by real estate. As such, a substantial portion of the Company's borrowers'
ability to repay their loans is dependent on the economic environment of the
real estate industry in the Company's market area.

In the ordinary course of business, the Company may extend credit to officers,
directors or their associates. These loans are subject to the Company's normal
lending policy. An analysis of such loans, all of which are current as to
principal and interest payments, is as follows-

Balance at December 31, 1994 $ 2,127,506
New loans 3,670,954
Repayments (1,844,886)
-----------
Balance at December 31, 1995 $ 3,953,574
===========

5. Allowance for possible loan losses:

The allowance for possible loan losses is based on estimates and ultimate losses
may vary from current estimates. These estimates are reviewed periodically and,
as adjustments become known, they are reflected in operations in the periods in
which they become known.

An analysis of the change in the allowance for possible loan losses during 1995,
1994 and 1993 is as follows-

1995 1994 1993
--------- --------- ---------
Balance at beginning of year $ 380,191 $ 301,673 $ 133,603
Provision charged to expense 228,560 160,563 183,288
Loans charged-off (50,257) (82,045) (15,218)
Recoveries on loans
previously charged-off 3,437 0 0
--------- --------- ---------
Balance at end of year $ 561,931 $ 380,191 $ 301,673
========= ========= =========

6. Premises and equipment:

The detail of premises and equipment as of December 31, 1995 and 1994
is as follows-

1995 1994
----------- -----------
Land and building $ 631,966 $ 626,595
Furniture, fixtures and equipment 732,498 408,637
Leasehold improvements 116,332 21,400
----------- -----------
1,480,796 1,056,632
Less-Accumulated depreciation
and amortization (386,753) (242,409)
----------- -----------
$ 1,094,043 $ 814,223
=========== ===========

7. Subordinated debt:

The Company issued subordinated debentures on February 1, 1995. The
debentures bear interest at 8 3/4%, payable quarterly and mature on
February 1, 1998. The debentures are callable at the option of the Company
at any time. The Company may also elect to convert the debentures to common
stock at an exchange ratio to be determined based on the market price of
the Company's stock at the time of conversion.

F-17

<PAGE>

8. Shareholders' equity:

As discussed in Note 1, effective December 1, 1994, all common shares of
the Bank's stock outstanding were exchanged for common shares of the Parent
Company. Whereas the Parent Company's common stock has no par value or
stated value but the Bank's common stock has a par value of $5 per share,
this transaction resulted in an increase in common stock and a
corresponding decrease in additional paid-in capital in the amount of
$2,775,374.

9. Income taxes:

The components of the provision for income taxes are as follows-

1995 1994 1993
--------- --------- ---------
Federal:
Current $ 596,270 $ 233,386 $ 7,500
Deferred benefit (69,493) (68,229) 0
--------- --------- ---------
Total Federal 526,777 165,157 7,500
State 82,254 53,850 0
--------- --------- ---------
Total provision for
income taxes $ 609,031 $ 219,007 $ 7,500
========= ========= =========

A reconciliation between the reported income taxes and the amount computed
by multiplying income before taxes by the statutory Federal income tax rate
is as follows-

1995 1994 1993
--------- --------- ---------
Federal income taxes at
statutory rate $ 548,748 $ 331,485 $ 174,784
State income taxes, net of
Federal income tax effect 54,288 35,541 0
Utilization of net operating
loss carryforwards 0 (145,299) (167,284)
Other 5,995 (2,720) 0
--------- --------- ---------
Provision for income taxes $ 609,031 $ 219,007 $ 7,500
========= ========= =========

Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The components of the net deferred tax asset at December 31,
1995 and 1994 are as follows-

1995 1994
--------- ---------
Provision for possible loan losses $ 172,902 $ 97,028
Unrealized (gain) loss on
securities available for sale (22,400) 191,000
Other, net (2,754) (17,087)
--------- ---------
$ 147,748) $ 270,941
========= =========

10. Commitments and contingencies:

Lease Obligations-

The Company leases its branch facilities under operating leases. Future
minimum rental payments under these leases are as follows-

1996 $110,000
1997 64,000
1998 28,000

Litigation-

The Company may, in the ordinary course of business, become a party to
litigation involving collection matters, contract claims and other legal
proceedings relating to the conduct of its business. In management's
judgment, the financial position or results of operations of the Company
will not be affected materially by the final outcome of any present legal
proceedings.

F-18
<PAGE>

Unity Bancorp, Inc. and Subsidiary

Commitments to Borrowers-

Commitments to extend credit are legally binding loan commitments with set
expiration dates. They are intended to be disbursed, subject to certain
conditions, upon request of the borrower. The Company was committed to
advance $8,780,000 to its borrowers as of December 31, 1995, which
commitments generally expire within one year.

Standby letters of credit are provided to customers to guarantee their
performance, generally in the production of goods and services or under
contractual commitments in the financial markets. The Company has entered
into standby letters of credit contracts with its customers totaling
$527,000 as of December 31, 1995, which generally expire within one year.

Other-

Deposits of the Bank are insured by the Savings Association Insurance Fund
(SAIF). The Bank is assessed premiums by SAIF semiannually based on the
collective experience of deposit institutions SAIF insures. Due to the
aggregate unfavorable experience, the SAIF has proposed a special one time
assessment of approximately 0.85% of qualifying deposits, the approval for
which must be received by the U.S. Congress prior to assessment. At
December 31, 1995 the Bank had approximately $111 million of deposits which
may be subject to such a special assessment, if and when enacted into law.

11. Regulatory capital:

Banking regulations provide that the Company must adhere to three minimum
capital requirements. These regulations require, at a minimum, Tier I
capital to risk-weighted assets of at least 4%, total capital of at least
8% of risk-weighted assets, and a leverage ratio of at least 3% to 5% of
adjusted assets. At December 31,1995, the Company had Tier I capital, Total
capital and leverage ratios of 10.77%, 11.48%, and 7.34%, respectively.

12. Fair value of financial instruments:

The Company adopted Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments" effective in 1995.
The statement requires that the Company disclose estimated fair values for
its financial instruments. The fair value estimates are made at a discrete
point in time based upon relevant market information and information about
the financial instruments.

Because no market exists for a portion of the Company's financial
instruments, fair value estimates are based on judgment regarding a number
of factors. These estimates are subjective in nature and involve some
uncertainties. Changes in assumptions and methodologies may have a material
effect on these estimated fair values. In addition, reasonable
comparability between financial institutions may not be possible due to a
wide range of permitted valuation techniques and numerous estimates which
must be made. This lack of uniform valuation methodologies also introduces
a greater degree of subjectivity to these estimated fair values.

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value.

Cash and Federal Funds Sold- For those short-term instruments, the carrying
value is a reasonable estimate of fair value.

Securities-

For the held to maturity and available for sale portfolios, fair values are
based on quoted market prices or dealer quotes. If a quoted market price is
not available, fair value is estimated using quoted market prices for
similar securities.

Loans- The fair value of loans is estimated by discounting the future cash
flows using current market rates.

Deposit Liabilities-

The fair value of demand deposits and savings accounts is the amount
payable on demand at the reporting date. The fair value of fixed-maturity
certificates of deposit is estimated by discounting the future cash flows
using current market rates.

F-19

<PAGE>

Unity Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (continued)

Subordinated Debt-

The carrying value is a reasonable estimate of fair value.

Unrecognized Financial Instruments-

At December 31, 1995, the Bank had standby letters of credit outstanding of
$527,000. The fair value of these commitments is nominal.

At December 31, 1995, the bank had commitments to extend credit totaling
$8,780,000. The Bank does not charge a fee on these loan commitments and,
consequently, there is no basis to calculate a fair value.

The estimated fair value of the Company's financial instruments as of
December 31, 1995 is as follows-

Carrying Estimated
Amount Fair Value
------------ ------------
Financial assets-
Cash and Federal funds sold $ 24,689,858 $ 24,689,858
Securities held to maturity 19,856,743 19,264,315
Securities available for sale 16,304,282 16,304,282
Loans, net of allowance for
possible loan losses 58,496,833 58,428,286

Financial liabilities-
Deposits-
Demand 38,007,658 38,007,658
Savings 22,202,038 22,202,038
Time 50,787,928 50,472,202
------------ ------------
Total deposits 110,997,624 110,681,898

Subordinated debt 1,510,000 1,510,000
------------ ------------

13. Subsequent Events:

On September 26, 1996, the Company declared a 5 for 4 stock split effective
October 28, 1996. All share and per share information for all periods
presented in these financial statements has been adjusted to give effect
for this stock split.

F-20

<PAGE>

Unity Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (continued)

No person is authorized to give any information or make any representation other
than as contained in this Prospectus and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person in any jurisdiction where such offer would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implications that there has been no change in the
affairs of the Company since any of the dates of which information is furnished
herein or since the date hereof.

365,000 UNITS

UNITY BANCORP, INC.

[LOGO]

----------------
PROSPECTUS
----------------

November 12, 1996

TABLE OF CONTENTS

Page
----

Available Information................................................ 2

Prospectus Summary................................................... 3

Selected Consolidated Financial Data................................. 5

Special Considerations and Risk Factors.............................. 6

Recent Developments ................................................. 8

Use of Proceeds...................................................... 11

Market and Price Range of Common Stock............................... 11

Dividend Policy...................................................... 12

Capitalization....................................................... 12

Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 13

Business............................................................. 28

Supervision and Regulation........................................... 31

Management........................................................... 34

Executive Compensation............................................... 36

Certain Transactions with Management................................. 37

Security Ownership of Certain Beneficial Owners and Management....... 37

Description of the Company's Common Stock............................ 39

The Offering--Plan of Distribution................................... 41

Legal Matters........................................................ 42

Experts.............................................................. 42

Index to Consolidated Financial Statements........................... F-1

Consolidated Financial Statements.................................... F-2

Until February 10, 1997, all dealers effecting transactions in the
registered securities, whether or not participating in this distribution, may be
required to deliver a Prospectus. This is in addition to the obligation of
dealers to deliver a Prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.