HUDSON UNITED BANCORP EXECUTIVE COMMITTEE CHARTER

Purpose

The Executive Committee ("EC") is appointed by the Board to exercise any and all authority of the Board with regard to emergent matters arising between scheduled meetings of the Board. The EC shall act pursuant to the Board's delegation of authority only on matters which, in the EC's opinion, should not be deferred to the next Board meeting and only if a quorum of the full Board cannot be convened on short notice.

Committee Membership

The EC shall be comprised of not less than 3 nor more than 5 members, as appointed by the Board following each Annual Meeting. One member shall be the Chairman. If there is a President separate from the Chairman, the President shall also serve on the EC. Other members shall be appointed from among the Board members.

Committee Authority and Responsibility

  1. The EC may exercise all authority of the full Board in any emergent situation which may arise between scheduled meetings of the Board, provided:

(a) the EC shall act only on matters which, in the opinion of the EC, should not be deferred to the next Board meeting and, provided that
(b) a quorum of the Board cannot be convened on short notice.

  1. Minutes of each meeting of the EC shall be presented to the full Board at its next meeting following the meeting of the EC.
  2. EC members shall be appointed each year by the Board upon recommendation of the Nominating/Corporate Governance Committee.
  3. The EC may seek advice of counsel or other professional assistance to discharge its responsibilities.