
                                                                       EXHIBIT 4

                             ADMIRALTY BANCORP, INC.

                             1998 STOCK OPTION PLAN

SECTION 1.  PURPOSE

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

SECTION 2.  DEFINITIONS

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

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

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

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

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         "Common Stock" or "Stock" means the Class B Common Stock, no par value,
of the Corporation.

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

         "Disability" shall mean with respect to an Officer, a permanent
disability which qualifies as total disability under the terms of the
Corporation's long-term disability plans and, with respect to a Director,
permanent and total disability which if the Director were an employee of the
Corporation would be treated as a total disability under the terms of the
Corporation's long-term disability plan for employees as in effect from time to
time; provided, however, with respect to a Participant who has been granted an
Incentive Stock Option such term shall have the meaning set forth in Section
422(c)(6) of the Code.

         "Fair Market Value" means, with respect to shares of the Common Stock,
the fair market value as determined by the Board of Directors in good faith and
in a manner established by the Board from time to time, taking into account such
factors as the Board may deem relevant, including the book value of the Common
Stock and, to the extent that there is a trading market for the Common Stock,
the market price.

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

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

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

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

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

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

         "Retirement" shall mean with regard to an employee, termination of
employment in accordance with the retirement provisions of any retirement or
pension plan maintained by the Corporation or any of its subsidiaries. With
regard to a Director who is not also an employee, "Retirement" shall mean
cessation of service on the Corporation's Board of Directors after age 60 with
at least 10 years of service as a member of the Corporation's Board of
Directors.

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

SECTION 3.  ADMINISTRATION

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

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hereunder, including whether to impose any vesting period, and the exercise
price thereof, subject to the requirements of this Plan.

         (b) Subject to the other provisions of the Plan, the Board of Directors
shall have authority to adopt, amend, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, to interpret the provisions of the Plan
and any Option and to decide all disputes arising in connection with the Plan.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and
absolute discretion. The Board's decision and interpretations shall be final and
binding. Any action of the Board with respect to the administration of the Plan
shall be taken pursuant to a majority vote or by the unanimous written consent
of its members.

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

SECTION 4.  ELIGIBILITY AND PARTICIPATION

         Members of the Board of Directors of the Corporation shall be eligible
to participate in the Plan. The Participants under the Plan shall be selected
from time to time by the Board of Directors, in its sole discretion, from among
those eligible, and the Board shall determine in its sole discretion the numbers
of shares to be covered by the Option or Options granted to each

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Participant. Options intended to quality as Incentive Stock Options shall be
granted only to persons eligible to receive Incentive Stock Options under the
Code.

SECTION 5.  SHARES OF STOCK AVAILABLE FOR OPTIONS

         (a) The maximum number of shares of Common Stock which may be issued
and purchased pursuant to Options granted under the Plan is 330,000, subject to
the adjustments as provided in this Section and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, without a payment in the form of Common
Stock being granted to the Participant, the shares of Common Stock subject to
such Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grant under Plan. Shares of Common
Stock issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

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

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

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

SECTION 6.  NON-QUALIFIED STOCK OPTIONS

         6.1 GRANT OF NON-QUALIFIED STOCK OPTIONS.

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

         (a) PRICE. The purchase price per share of Common Stock deliverable
upon the exercise of each Non-Qualified Stock Option shall be determined by the
Board of Directors on the date the option is granted. Such purchase price shall
not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock on the date of grant. Shares may be purchased only upon full
payment of the purchase price. Payment of the purchase price may be

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made, in whole or in part, through the surrender of shares of the Common Stock
at the Fair Market Value of such shares on the date of surrender.

         (b) TERMS OF OPTIONS. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board of Directors, but in no
event shall an Non-Qualified Stock Option be exercisable in whole or in part
more than ten (10) years from the date of grant, except as provided for below.
Non-Qualified Stock Options granted hereunder are generally non-transferable,
provided, however, that any Non-Qualified Stock Option granted hereunder may be
transferred by a Participant to members of the Participant's immediate family,
or to any trust or benefit plan established for the benefit of such Participant
or immediate family member, or pursuant to the laws of descent and distribution.

         (c) TERMINATION OF SERVICE. Except as provided in Sections 6.1(d) and
(e) hereof, unless otherwise determined by the Board of Directors, upon the
termination of a Participant's service as a member of the Board of Directors for
any reason other than Disability, death or Termination for Cause, the
Participant's Non-Qualified Stock Options shall be exercisable only for a period
of three months following termination. Notwithstanding any provision set forth
herein nor contained in any Agreement relating to the award of an Option, in the
event of Termination for Cause, all rights under the Participant's Options shall
expire upon termination. In the event of death or termination of service as a
result of Disability of any Participant, all Non-Qualified Stock Options held by
the Participant, whether or not exercisable at such time, shall be exercisable
by the Participant or his legal representatives or beneficiaries for one year or
such longer period as determined by the Board following the date of the
Participant's death or

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termination of service due to Disability, provided that in no event shall the
period extend beyond the expiration of the option term of the Non-Qualified
Stock Option.

         (d) EXCEPTION FOR RETIREMENT. Notwithstanding the general rule
contained in Section 6.1(c) above, all Non-Qualified Stock Options held by a
Participant whose service with the Corporation terminates due to Retirement may
be exercised for the greater of (i) the remaining term of the option, or (ii)
twelve (12) months.

         (e) TERMINATION OF SERVICE UPON A CHANGE IN CONTROL

         Upon the termination of a Participant's service as an employee or
member of the Board of Directors in connection with a change in control of the
corporation (as defined below), the Participant's Non-Qualified Stock Options
shall be exercisable, regardless of their then remaining term, for the greater
of (i) a period of 12-months after the change in control or (ii) their then
remaining term. For purposes of this provision, the term "change in control of
the Corporation" shall mean a reorganization, merger, consolidation or sale of
all or substantially all of the assets of the Corporation, the acquisition of
more than 50% of the voting power of the capital stock of the Corporation by any
person or group, or any similar transaction in which the Corporation is not the
surviving entity.

SECTION 7.  INCENTIVE STOCK OPTIONS

         7.1 GRANT OF INCENTIVE STOCK OPTIONS.

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

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

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

         (c) TERMS OF OPTIONS. The term during which each Incentive Stock Option
may be exercised shall be determined by the Board of Directors, but in no event
shall an Incentive Stock

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Option be exercisable in whole or in part more than ten (10) years from the date
of grant. If at the time an Incentive Stock Option is granted to an employee,
the employee owns Common Stock representing more than ten percent (10%) of the
total combined voting power of the Corporation (or, under Section 422(d) of the
Code, is deemed to own Common Stock representing more than ten percent (10%) of
the total combined voting power of all such classes of Common Stock, by reason
of the ownership of such classes of Common Stock, directly or indirectly, by or
for any brother, sister, spouse, ancestor or lineal descendent of such employee,
or by or for any corporation, partnership, estate or trust of which such
employee is a shareholder, partner or beneficiary), the Incentive Stock Option
granted to such employee shall not be exercisable after the expiration of five
years from the date of grant. Incentive Stock Options granted hereunder are
generally non-transferrable; provided, however, that any Incentive Stock Option
granted hereunder may be transferred by a Participant only pursuant to the laws
of descent and distribution.

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

         Unless otherwise determined by the Board of Directors, in the event of
death or termination of service as a result of Disability of any Participant,
all Incentive Stock Options

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

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

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

         (f) COMPLIANCE WITH CODE. The Options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in

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writing in the event that he disposes of Common Stock acquired upon exercise of
an Incentive Stock Option within the two-year period following the date the
Incentive Stock Option was granted or within the one-year period following the
date he received Common Stock upon the exercise of an Incentive Stock Option and
shall comply with any other requirements imposed by the Corporation in order to
enable the Corporation to secure the related income tax deduction to which it
will be entitled in such event under the Code.

SECTION 8.  EXTENSION

         The Board of Directors may, in its sole discretion, extend the dates
during which all or any particular Option or Options granted under the Plan may
be exercised.

SECTION 9.  GENERAL PROVISIONS APPLICABLE TO OPTIONS

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

         (b) Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the Board
of Directors need not treat Participants uniformly. Except as otherwise provided
by the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

         (c) In the event of a consolidation, reorganization, merger or sale of
all or substantially all of the assets of the Corporation, in each case in which
outstanding shares of

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

         (d) The Participant shall pay to the Corporation, or make provision
satisfactory to the Board of Directors for payment of, any taxes required by law
to be withheld in respect of Options under the Plan no later than the date of
the event creating the tax liability. In the Board's sole discretion, a
Participant (other than a Participant subject to Section 16 of the "Act" (a
"Section 16 Participant"), who shall be subject to the following sentence) may
elect to have such tax

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obligations paid, in whole or in part, in shares of Common Stock, including
shares retained from the Option creating the tax obligation. With respect to
Section 16 Participants, upon the issuance of shares of Common Stock in respect
of an Option, such number of shares issuable shall be reduced by the number of
shares necessary to satisfy such Section 16 Participant's federal, and where
applicable, state withholding tax obligations. For withholding tax purposes, the
value of the shares of Common Stock shall be the Fair Market Value on the date
the withholding obligation is incurred. The Corporation may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.

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

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

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

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

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                           policy pursuant to which the leave of absence was
                           granted or if the Board of Directors otherwise so
                           provides in writing.

SECTION 10.  MISCELLANEOUS

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

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

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

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

         (e) No member of the Board of Directors shall be liable for any action
or determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board of Directors be liable for any agreement issued
pursuant to this Plan or any grants under it. Each member of the Board of
Directors shall be indemnified by the Corporation against any

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losses incurred in such administration of the Plan, unless his action
constitutes serious and willful misconduct.

         (f)      The Plan shall be effective on May 1, 1998.

         (g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any applicable
tax laws or regulatory requirement.

         (h) Options may not be granted under the Plan after April 30, 2008, but
then outstanding Options may extend beyond such date.

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

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