EMPLOYMENT AGREEMENT




                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                          Dated as of January 1, 1995

     This Agreement dated as of January 1, 1995 (the "Amendment") is among
Hudson United Bank (the "Bank"), HUBCO, Inc. ("HUBCO"), and Kenneth T. Neilson
("Neilson"), and amends the Employment Agreement dated November 7, 1989 (the
"Employment Agreement") among the same parties.

     WHEREAS, the parties wish to amend the Employment Agreement,

     It Is Hereby agreed as follows:

1.   Whenever "Base Salary" is referred to in the Employment Agreement, it shall
     be defined as W-2 compensation, which shall include, but not be limited to,
     salary, bonuses, restricted stock awards, and other items of taxable income
     included on the W-2 issued by HUBCO or the Bank.

2.   "Average annual compensation" shall be computed based upon W-2
     compensation.

3.   Except as set forth herein, the Employment Agreement shall remain in full
     force and effect.

     IN WITNESS WHEREOF, HUBCO and the Bank have executed this Amendment by
their duly authorized officers and Neilson has executed this Amendment as his
own voluntary act.

                             HUBCO, INC.

                             By:
                                --------------------------------------------
                                Kenneth T. Neilson, President & CEO

                             By:
                                --------------------------------------------
                                James E. Schierloh, Chairman

 

                             HUDSON UNITED BANK

                             By:
                                --------------------------------------------
                                Kenneth T. Neilson, President & CEO

                             By:
                                --------------------------------------------
                                James E. Schierloh, Chairman


AGREED TO AND ACCEPTED:



----------------------------
Kenneth T. Neilson, Employee

 

                               THIRD AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                           Dated as of March 22, 1994

     This Agreement, dated as of March 22, 1994 (the "Amendment") is among
Hudson United Bank (the "Bank"), HUBCO, Inc. ("HUBCO"), and Kenneth T. Neilson
("Neilson"), and amends the Employment Agreement dated November 7, 1989 and as
last amended March 23, 1993 (the "Employment Agreement") among the same parties.

     WHEREAS, the parties wish to extend the Employment Agreement for one
additional year,

     NOW, THEREFORE, the parties agree as follows:

     1. The first sentence of Section 5 of the Employment Agreement -- "Term" --
is amended to read as follows:

     "The term of this Agreement shall commence November 7, 1989 and continue
until the earlier of (i) the annual meeting of 1997, or (ii) April 30, 1997.

     2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

     IN WITNESS WHEREOF, HUBCO and the Bank have executed this Amendment by
their duly authorized officer and Neilson has executed this Amendment as his own
voluntary act.

                             HUBCO, INC.

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                             HUDSON UNITED BANK

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                                 KENNETH T. NEILSON
                                --------------------------------------------
                                 KENNETH T. NEILSON

                               THIRD AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                           Dated as of March 23, 1993

     This Agreement, dated as of March 23, 1993 (the "Amendment") is among
Hudson United Bank (the "Bank"), HUBCO, Inc. ("HUBCO"), and Kenneth T. Neilson
("Neilson"), and amends the Employment Agreement dated November 7, 1989 and as
last amended March 24, 1992 (the "Employment Agreement") among the same parties.

     WHEREAS, the parties wish to extend the Employment Agreement for one
additional year,

     NOW, THEREFORE, the parties agree as follows:

     1. The first sentence of Section 5 of the Employment Agreement -- "Term" --
is amended to read as follows:

          "The term of this Agreement shall commence November 7, 1989 and
     continue until the earlier of (i) the annual meeting of 1996, or (ii) April
     30, 1996.

     2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

     IN WITNESS WHEREOF, HUBCO and the Bank have executed this Amendment by
their duly authorized officer and Neilson has executed this Amendment as his own
voluntary act.

                             HUBCO, INC.

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                             HUDSON UNITED BANK

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                                 KENNETH T. NEILSON
                                --------------------------------------------
                                 KENNETH T. NEILSON

                              SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                           Dated as of March 24, 1992

     This Agreement, dated as of March 24, 1992 (the "Amendment") is among
Hudson United Bank (the "Bank"), HUBCO, Inc. ("HUBCO"), and Kenneth T. Neilson
("Neilson"), and amends the Employment Agreement dated November 7, 1989 and as
amended May 22, 1991 (the "Employment Agreement") among the same parties.

     WHEREAS, the parties wish to extend the Employment Agreement for one
additional year,

     NOW, THEREFORE, the parties agree as follows:

     1. The first sentence of Section 5 of the Employment Agreement -- "Term" --
is amended to read as follows:

          "The term of this Agreement shall commence November 7, 1989 and
     continue until the earlier of (i) the annual meeting of 1995, or (ii) April
     30, 1995.

     2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

     IN WITNESS WHEREOF, HUBCO and the Bank have executed this Amendment by
their duly authorized officer and Neilson has executed this Amendment as his own
voluntary act.


                             HUBCO, INC.

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                             HUDSON UNITED BANK

                             By: JAMES E. SCHIERLOH
                                --------------------------------------------
                                 James E. Schierloh, Chairman


                                 KENNETH T. NEILSON
                                --------------------------------------------
                                 KENNETH T. NEILSON

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                            Dated as of May 22, 1991

     This Agreement, dated as of May 22, 1991 (the "Amendment") is among Hudson
United Bank (the "Bank"), HUBCO, Inc. ("Hubco"), and Kenneth T. Neilson
("Neilson"), and amends the Employment Agreement dated November 7, 1989 (the
"Employment Agreement") among the same parties.

     WHEREAS, the parties wish to extend the Employment Agreement for an
additional two years,

     NOW, THEREFORE, the parties agree as follows:

     1. The first sentence of Section 5 of the Employment Agreement -- "Term" --
is amended to read as follows:

          "The term of this Agreement shall commence November 7, 1989 and
     continue until the earlier of (i) the annual meeting of 1994, or (ii) April
     30, 1994."

     2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

     IN WITNESS WHEREOF, Hubco and the Bank have executed this Amendment by
their duly authorized officer and Neilson has executed this Amendment as his own
voluntary act.


                             HUBCO, INC.

                             By: JAMES SCHIERLOH
                                --------------------------------------------
                                 James Schierloh, Chairman


                             HUDSON UNITED BANK

                             By: JAMES SCHIERLOH
                                --------------------------------------------
                                 James Schierloh, Chairman


                                 KENNETH T. NEILSON
                                --------------------------------------------
                                 KENNETH T. NEILSON


                              EMPLOYMENT AGREEMENT

     THIS EMLOYMENT AGREEMENT (the "Agreement"), is made this 7th day of
November 1989, among Hudson United Bank ("Bank"), a New Jersey commercial bank
with its principal office at 3100 Bergenline Avenue, Union City, New Jersey,
HUBCO, Inc. ("Hubco"), a New Jersey Corporation which maintains its principal
office at the same address, (Hubco and the Bank collectively are the
("Company"), and KENNETH T. NEILSON ("Neilson").

                                   BACKGROUND

     WHEREAS, Neilson has been employed by the Bank for a number of years in
various capacities and has been president of the Bank and of Hubco, the holding
company for the Bank, since September 1989;

     WHEREAS, Neilson throughout his tenure in various capacities developed and
expanded the business of the Bank and Hubco;

     WHEREAS, the Board of Directors of the Bank and Hubco believe that the
future services of Neilson are of great value to the Bank and Hubco, and that it
is important for the growth and development of the Bank that Neilson continue in
his positions;

     WHEREAS, the Board of Directors of the Bank and Hubco believe that it is
advantageous to provide Neilson with a degree of certainty and protection
concerning his employment


                                                                            P. 2


by the Bank and Hubco in order to retain his services and to ensure that Neilson
acts in an objective manner, and without regard to his personal position in
situations where there is an offer or attempt to buy or acquire control of the
Bank or Hubco;

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter
expressed, the parties hereto agree as follows:

     1. Employment. The Company hereby agrees to employ Neilson, and Neilson
hereby accepts employment, upon the terms and conditions set forth herein.

     2. Position. Neilson shall be employed as the president of both Hudson
United Bank and Hubco, to perform such services in those capacities as are usual
and customary for institutions like the Company and as shall from time to time
be established by the Board of Directors of the Company. Neilson shall devote
his full time and attention to the business of the Company and shall not, during
the term of this Agreement, be engaged in any other business activity. This
paragraph shall not be construed as preventing Neilson from managing any
investments of his which do not require any service on his part in the operation
of such investments, nor preventing his service on any other Board of Directors,
subject to the prior approval of the Company's Board of Directors.

     3. Cash Compensation. The Company shall pay to Neilson compensation for his
services as follows:

     (a) Base Salary. The base salary shall be at the annual


                                                                            P. 3

salary in effect as of September 5, 1989, which shall be payable in installments
in accordance with the Company's usual payroll method.

     (b) Additional Compensation. The Board of Directors of the Company shall
review annually, or at more frequent intervals which the Board determines is
appropriate, Neilson's compensation and may award him additional compensation to
reflect the impact of inflation, Neilson's performance, the performance of the
Company and competitive compensation levels, all as determined in the discretion
of the Board of Directors. While it has been past policy of the Company to award
Neilson yearly salary increases, additional compensation may take any form
including, but not limited to, increases in the annual salary.

     4. Expenses and Fringe Benefits. Throughout the term of this Agreement,
Neilson shall be entitled to reimbursement for all business expenses incurred by
himn with respect to the business of the Company in the same manner and to the
same extent as such expenses were previously reimbursed to him; Neilson shall
also be entitled to the exclusive and unlimited use of an automobile at least
comparable to the automobile provided to him on the date hereof, and to
vacations and sick days in accordance with the practices and procedures of the
Company, as such have existed prior to the date hereof. Throughout the terms of
this Agreement, Neilson also shall be entitled to hospital, health, medical,
dental and life insurance, and any other benefits enjoyed, from time to time,


                                                                            P. 4

by senior officers of the Company, all upon terms as favorable as those enjoyed
by other senior officers of the Company. Notwithstanding anything in this
section to the contrary, if the Company adopts any change in the expenses
allowed to, or fringe benefits provided for, senior officers of the Company, and
such policy is uniformly applied go all senior officers, then no such change
shall be deemed to be contrary to this section.

     All Restricted Stock Awards which would vest during the term of this
Employment Agreement will be considered vested on their vesting dates, or upon
the termination of employment of Neilson, if without cause. In the event of a
change in control (as defined in Section 10 of this Agreement), all shares
vesting within the term of this Employment Agreement, plus the next year, will
be deemed vested upon an occurrence of a change in control.

     5. Term. The term of this Agreement shall commence on the date hereof and
continue until the annual meeting of 1992. The Company and Neilson may agree on
the first anniversary of this Agreement, and on each anniversary thereafter, to
extend the term of this Agreement by an additional year. This Agreement may be
terminated prior to the end of the term by the Company only for cause, or due to
the death of Neilson.

     6. Termination for Cause. The Company shall have the right to terminate
Neilson for cause, upon written notice to him of the termination which shall
specify the reasons


                                                                           p.  5

for the termination. In the event of such termination, Neilson shall not be
entitled to any benefits under this Agreement. The Company acknowledges that it
is fully familiar with the ability, competence and judgment of Neilson, and
acknowledges, on the basis of such experience, that such qualities of Neilson
are satisfactory to the Company. Consequently, any faults with which the Board
of Directors of the Company is familiar on the date hereof shall not constitute
grounds for discharge of Neilson for cause. Termination "for cause" under this
Agreement shall mean termination of employment due to material misfeasance or
malfeasance, or a material breach of fiduciary duty to the Company or its
stockholders.

     7. Disability. If Neilson becomes disabled, as that term reasonably may be
defined from time to time by the Long-Term Disability Insurance Policy in effect
for the officers of Hudson and Hubco, the Company may terminate the employment
of Neilson by paying a lump sum cash payment in the amount of one year's salary.

     8. Death Benefits. This Agreement shall terminate upon Neilson's death.
Neilson shall be entitled to the benefits of the life insurance policy, but his
estate shall not be entitled to any further benefits under this Agreement.

     9. Termination Without Cause. If the Company terminates Neilson's
employment hereunder without cause, prior to the end of the term of this
Agreement, it shall continue to pay Neilson the compensation he is receiving at
the time of such termination until the end of this Agreement. The Company



                                                                           p.  6

shall also continue to provide him with hospital, health, medical, dental and
life insurance, and any other benefits, as may be required to be provided
hereunder at the time of the termination of his employment by the Company. All
Restricted Stock Awards which would have vested during the term of this
Employment Agreement will be considered vested on the date of termination.
Neilson shall not have a duty to mitigate the damages suffered by him in
connection with the termination by the Company of his employment without cause.

     10. Change in Control. Notwithstanding any other provision of this
Agreement, in the event that the Bank or Hubco shall terminate Neilson's
employment for any reason, except for cause, or if Neilson shall resign his
position pursuant to the Resignation Section of this Agreement, at any time
after a "Change In Control" of the Bank or Hubco has occurred, as hereinafter
defined, the Company shall pay to Neilson on the date of such termination a lump
sum cash payment in an amount equal to two times Neilson's annual salary in
effect on the date immediately preceding the date of such "Change in Control" or
on the date of such termination, whichever is greater. All Restricted Stock
Awards which would have vested during the term of this Employment Agreement will
be considered vested on the date of such termination. For the purpose of this
Section, the following definitions shall apply:



                                                                           p.  7

     "Change in Control" means the formal agreement of (a) any merger or
consolidation of the Company with or into, or any sale, lease, exchange,
transfer or other disposition of all or any substantial part of the assets of
the Company to, any other person or group of persons acting in concert; (b) the
acquisition by any person or group of persons acting in concert of beneficial
ownership of 25% or more of any class of voting securities of the Company; or
(c) the acquisition by any person or group of persons acting in concert,
directly or indirectly, through the use of proxies or otherwise, of the ability
to elect or appoint a majority of the Board of Directors with the passage of
time. "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, as well as any
Group of Persons Acting in Concert. "Group of Persons Acting in Concert" means a
group of persons who (a) knowingly participate in a joint activity or conscious
parallel action towards a common goal, whether or not pursuant to an express
agreement; or (b) combine or pool voting or other interests in the securities of
an issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise.

     11. Resignation. If, without the prior written consent of Neilson, the
Company shall change Neilson's title to a downgraded position, reduce his
compensation, force relocation, materially alter the duties, responsibilities or
authority of Neilson, he may resign and be entitled to full payment under this
Agreement.



                                                                           p.  8

     Should the Company enter into any agreement which would result in a Change
of Control, as defined in Section 10 of this Agreement, Neilson may, upon 60
days' written notice, elect to resign his position with the Bank. In the event
of such a resignation, the Company shall pay Neilson, on the effective date of
such resignation, a lump sum cash payment in an amount equal to two times
Neilson's annual salary.

     12. Miscellaneous. This Agreement is the joint and several obligation of
the Bank and Hubco. The terms of this Agreement shall be governed by, and
interpreted and construed in accordance with, the provisions of the laws of New
Jersey. This Agreement supersedes all prior agreements and understandings with
respect to the matters covered hereby. The termination or amendment of this
Agreement may be made in a writing executed by the Company and Neilson, and no
amendment or termination of this Agreement shall be effective unless and until
made in such a writing.

     If, after 30 days' written notice given to the Company by Neilson
identifying any failure of the Company to honor any portion of this Agreement,
the Company fails to pay Neilson the compensation, or provide him with the
benefits, due under this Agreement, Neilson shall be entitled to recover from
the Company all of his legal fees and expenses incurred in connection with the
successful enforcement of the terms of this Agreement.



                                                                           p.  9

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.

     IN WITNESS WHEREOF, Hudson United Bank and HUBCO, Inc. each have caused
this Agreement to be signed by their duly authorized representatives pursuant to
the authority of their Board of Directors, and Kenneth T. Neilson has personally
executeed this Agreement, all as of the day and year first written above.

ATTEST:                                HUDSON UNITED BANK

DONALD J. BAUMGARTNER                  By: JAMES C. McCLAVE
---------------------------------          ------------------------------------
Donald J. Baumgartner, Secretary           James C. McClave, Chairman


ATTEST:                                HUBCO, Inc.

DONALD J. BAUMGARTNER                  By: JAMES C. McCLAVE
---------------------------------          ------------------------------------
Donald J. Baumgartner, Secretary           James C. McClave, Chairman


                                       EMPLOYEE
                                           
                                           KENNETH T. NEILSON
                                           ------------------------------------
                                           Kenneth T. Neilson, President

CHANGE IN CONTROL, SEVERANCE AND EMPLOYMENT AGREEMENT FOR KENNETH T. NEILSON (Single Trigger; Gross-Up)

THIS CHANGE IN CONTROL SEVERANCE AND EMPLOYMENT AGREEMENT (the "Agreement"), is made this 1st day of January, 1997, among HUBCO, Inc. ("HUBCO"), a New Jersey corporation which maintains its principal office at 1000 MacArthur Boulevard., Mahwah, New Jersey, HUDSON UNITED BANK (the "Bank"), a New Jersey chartered commercial bank, with an office at 1000 MacArthur Boulevard., Mahwah, New Jersey (HUBCO and the Bank collectively are referred to herein as the "Company") and KENNETH T. NEILSON (the "Executive").

BACKGROUND

WHEREAS, the Executive has been employed by HUBCO and the Bank for many years, most recently as Chairman, President and Chief Executive Officer;

WHEREAS, the Executive throughout his tenure has worked diligently in his position in the business of HUBCO and the Bank;

WHEREAS, the Board of Directors of HUBCO and the Bank believe that the future services of the Executive are of great value to HUBCO and the Bank and that it is important for the growth and development of HUBCO and the Bank that the Executive continue in his position;

<PAGE> -2-

WHEREAS, if HUBCO receives any proposal from a third person concerning a possible business combination with, or acquisition of equities securities of, the Company, the Board of Directors of HUBCO (the "Board") believes it is imperative that HUBCO and the Bank and the Board be able to rely upon the Executive to continue in his position, and that they be able to receive and rely upon his advice, if they request it, as to the best interests of the Company and its shareholders, without concern that the Executive might be distracted by the personal uncertainties and risks created by such a proposal;

WHEREAS, to achieve that goal, and to retain the Executive's services prior to any such activity, the Board of Directors and the Executive have agreed to enter into this Agreement to provide the Executive with continued employment or certain termination benefits in the event of a Change in Control, as hereinafter defined;

WHEREAS, due to the uncertainties created in certain contracts by the requirement that an executive have "good reason" before any resignation, it is the intention of the Board that, among other things, the Executive is given the right hereunder to resign at any time and for any reason and to receive the payments and benefits provided hereunder if he works for the Company for 90 days following a Change in Control.

NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive, each intending to be legally bound hereby agree as follows:

<PAGE> -3-

1. Definitions

a. Cause. For purposes of this Agreement "Cause" with respect to the termination by the Company of Executive's employment shall mean (i) willful and continued failure by the Executive to materially perform his duties for the Company under this Agreement after at least one warning in writing from the Company's Board of Directors identifying specifically any such material failure and offering a reasonable opportunity to cure such failure; (ii) the willful engaging by the Executive in material misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board of Directors; or (iii) conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board of Directors to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. The Company shall have the burden of proving cause by clear and convincing evidence.

b. Change in Control.

(i) Definition. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events with respect to HUBCO:

(A) The acquisition of the beneficial ownership, as defined under the Exchange Act, of 25% or more of HUBCO's voting securities or

<PAGE> -4-

all or substantially all of the assets of HUBCO by a single person or entity or group of affiliated persons or entities;

(B) The merger, consolidation or combination of HUBCO with an unaffiliated corporation in which the directors of HUBCO as applicable immediately prior to such merger, consolidation or combination constitute less than a majority of the board of directors of the surviving, new or combined entity unless one-half of the board of directors of the surviving, new or combined entity were directors of HUBCO immediately prior to such transaction and HUBCO's chief executive officer immediately prior to such transaction continues as the chief executive officer of the surviving, new or combined entity; or

(C) During any period of two consecutive calendar years, individuals who at the beginning of such period constitute the Board of Directors of HUBCO cease for any reason to constitute at least two-thirds thereof, unless the election or nomination for the election by HUBCO's stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or

(D) The transfer of all or substantially all of HUBCO's assets or all or substantially all of the assets of its primary subsidiaries.

(ii) Time of Change in Control. For purposes of this Agreement, a Change in Control of HUBCO shall be deemed to occur on the earlier of:

<PAGE> -5-

(A) The first date on which a single person or entity or group of affiliated persons or entities acquire the beneficial ownership of 25% or more of HUBCO's voting securities; or

(B) Forty-five (45) days prior to the date HUBCO enters into a definitive agreement to merge, consolidate, combine or sell the assets of HUBCO; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred; or

(C) The date upon which the election of directors occurs qualifying under Section b(i)(C) above.

c. Contract Period. "Contract Period" shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) two years after the consummation of any event giving rise to the Change in Control or (ii) the date the Executive would attain age 65.

<PAGE> -6-

d. Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

e. Good Reason. When used with reference to a voluntary termination by Executive of his employment with the Company, "Good Reason" shall mean any of the following, if taken without Executive's express written consent:

(i) The assignment to Executive of any duties inconsistent with, or the reduction of authority, powers or responsibilities associated with, Executive's position, title, duties, responsibilities and status with the Company immediately prior to a Change in Control; any removal of Executive from, or any failure to re-elect Executive to, any position(s) or office(s) Executive held immediately prior to such Change in Control. A change in position, title, duties, responsibilities and status or position(s) or office(s) resulting from a Change in Control or from a merger or consolidation of the Company into or with another bank or company shall not meet the requirements of this paragraph if, and only if, the Executive's new title, duties and responsibilities are accepted in writing by the Executive, in the sole discretion of the Executive.

(ii) A reduction by the Company in Executive's annual base compensation as in effect immediately prior to a Change in Control or the failure to award Executive any annual increases in accordance herewith;

(iii) A failure by the Company to continue any bonus plan in which Executive participated immediately prior to the Change in Control or a failure by the

<PAGE> -7-

Company to continue Executive as a participant in such plan on at least the same basis as Executive participated in such plan prior to the Change in Control;

(iv) The Company's transfer of Executive to another geographic location outside of New Jersey or more than 25 miles from his present office location, except for required travel on Company's business to an extent substantially consistent with Executive's business travel obligations immediately prior to such Change in Control;

(v) The failure by the Company to continue in effect any employee benefit plan, program or arrangement (including, without limitation the Company's 401(k) plan, the Company's pension plan, life insurance plan, health and accident plan, disability plan, or stock option plan) in which Executive is participating immediately prior to a Change in Control (except that the Company may institute or continue plans, programs or arrangements providing Executive with substantially similar benefits); the taking of any action by the Company which would adversely affect Executive's participation in or materially reduce Executive's benefits under, any of such plans, programs or arrangements; the failure to continue, or the taking of any action which would deprive Executive, of any material fringe benefit enjoyed by Executive immediately prior to such Change in Control; or the failure by the Company to provide Executive with the number of paid vacation days to which Executive was entitled immediately prior to such Change in Control;

(vi) The failure by the Company to obtain an assumption in writing of the obligations of the Company to perform this Agreement by any successor to the

<PAGE> -8-

Company and to provide such assumption to the Executive prior to any Change in Control; or

(vii) Any purported termination of Executive's employment by the Company during the term of this Agreement which is not effected pursuant to all of the requirements of this Agreement; and, for purposes of this Agreement, no such purported termination shall be effective.

f. Voting Securities. "Voting securities" means HUBCO's common stock, together with any preferred stock entitled to vote generally in elections for directors or other matters. With respect to preferred stock, in determining the percentage of beneficial ownership of voting securities, the number of votes to which the holder is entitled in the election of directors with the common holders, and not the number of shares, shall be the basis of the calculation.

2. Employment. During the Contract Period, the Company hereby agrees to employ the Executive, and the Executive hereby accepts employment upon the terms and conditions set forth herein.

3. Position. During the Contract Period the Executive shall be employed as the Chairman, President and Chief Executive Officer of HUBCO and the Bank, or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of the Company, with substantially the same title and the same duties and responsibilities as before the Change in Control. The Executive shall devote his full time and attention to the business of the Company, and shall not during the Contract Period be engaged in any other business activity. This paragraph shall not be construed as preventing the Executive from

<PAGE> -9-

managing any investments of his which do not require any substantial service on his part in the operation of such investments.

4. Cash Compensation. The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

a. Annual Salary. An annual salary equal to the annual salary in effect as of the Change in Control. The annual salary shall be payable in installments in accordance with the Company's usual payroll method. The annual salary shall not be reduced during the Contract Period.

b. Annual Bonus. An annual cash bonus equal to the highest of the bonuses paid to the Executive for the three fiscal years prior to the Change in Control. The bonus shall be payable at the time and in the manner which the Company paid such bonuses prior to the Change in Control.

c. Annual Review. The Board of Directors of the Company during the Contract Period shall review annually, or at more frequent intervals which the Board determines is appropriate, the Executive's compensation and shall award him additional compensation to reflect the Executive's performance, the performance of the Company and competitive compensation levels, all as determined in the discretion of the Board of Directors.

5. Expenses and Fringe Benefits.

a. Expenses. During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of

<PAGE> -10-

the Company in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control.

b. Supplemental Executive Retirement Plan. During the Contract Period, if the Executive was entitled to benefits under the Company's Supplemental Executive Retirement Plan ("SERP") prior to the Change in Control, the Executive shall be entitled to continued benefits under the SERP after the Change in Control and such SERP may not be modified to reduce or eliminate the accrual of or vesting of such benefits during the Contract Period.

c. Club Membership and Automobile. If prior to the Change in Control, the Executive was entitled to membership in a country club and/or the use of an automobile, he shall be entitled to the same membership and/or use of an automobile at least comparable to the automobile provided to him prior to the Change in Control during the Contract Period.

d. Other Benefits. The Executive also shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Company, as such existed immediately prior to the Change in Control. During the Contract Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by senior officers of the Company, all upon terms as favorable as those enjoyed by other senior officers of the Company. Notwithstanding anything in this paragraph 5(d) to the contrary, if the Company adopts any change in the benefits provided for senior officers of the Company, and such policy is uniformly applied to all officers of the Company (and any successor or acquirer of

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the Company, if any), including the chief executive officer of such entities, then no such change shall be deemed to be contrary to this paragraph.

6. Termination for Cause. The Company shall have the right to terminate the Executive for Cause, upon written notice to him of the termination which notice shall specify the reasons for the termination and provide, if practical, an opportunity for the Executive to cure such Cause. In the event of a valid termination for Cause the Executive shall not be entitled to any further benefits under this Agreement.

7. Disability. During the Contract Period if the Executive becomes permanently disabled, or is unable to perform his duties hereunder for 4 consecutive months in any 12 month period, the Company may terminate the employment of the Executive. In such event, the Executive shall be entitled to the payments and benefits provided under Section 9 hereof as if the Executive had been terminated hereunder without Cause upon such date.

8. Death Benefits. Upon the Executive's death during the Contract Period, the Executive shall be deemed to terminate without cause as of the date of death and his estate shall be entitled to the payments and benefits provided under Section 9 hereof as if the Executive had been terminated without cause upon such date.

9. Termination Without Cause or Resignation.

a. Termination Without Cause. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive.

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b. Resignation for Good Reason in First 90 Days After a Change in Control. For the first 90 days after a Change in Control, the Executive may resign for Good Reason during the Contract Period upon prior written notice to the Company.

c. Resignation After First 90 Days. Commencing 90 calendar days after a Change in Control and continuing thereafter during the Contract Period, the Executive may resign for any reason whatsoever and need not specify the reason, upon four weeks written notice to the Company and, for these purposes, the effective date of the resignation and not the date of the notice must be 90 calendar days after the Change in Control.

d. Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b) or for any reason under paragraph 9(c), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 3.0 times the sum of (i) the annual salary paid to the Executive immediately prior to the Change in Control plus (ii) the highest annual incentive bonus paid to the Executive for any fiscal year during each of the three fiscal years immediately prior to the Change in Control. For these purposes, any deferral of salary or bonus by the Executive under the Company's 401(k) plan or otherwise shall be included in salary and bonus. The Company shall at the time of such payment also make any Gross-Up Payment due under Section 10 hereof for the calendar year of the termination. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of three years following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of

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the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination.

e. No Duty to Mitigate. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause under paragraph 9(a) or a resignation under paragraphs 9(b) and 9(c) during the Contract Period. The Company shall not be entitled to offset from the payment due to the Executive hereunder any amounts due from or claims against the Executive.

f. Legal Fees and Expenses. If the Company fails to pay the Executive the Lump Sum due him under this Agreement or to provide him with the health, hospitalization and medical insurance benefits due under this Agreement or the Gross-Up Payment due under Section 10 hereof, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company, monthly upon demand, any and all of his legal fees and other expenses incurred in connection with his enforcement against the Company of the terms of this Agreement.

10. Gross Up for Taxes.

a. Additional Payments. If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 or other substitute or similar tax assessment (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the "Code"), including the corresponding provisions of any succeeding law, with respect to any payments under this Section 10 or any payments and/or benefits under this Agreement or under any benefit plan of

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the Company applicable to Executive individually or generally to executives or employees of the Company, then, notwithstanding any other provisions of this Agreement, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on such payments and benefits and any federal, state and local income tax and Excise Tax upon payments provided for in this Section 10, shall be equal to the payments due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company. Each Gross-Up Payment shall be made by domestic cashier's or treasurer's check, certified check or wire transfer, upon the later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive. The cost of such services by the accounting firm shall be paid by the Company. If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.

b. IRS Disputed Claims. The Executive shall notify the company in writing of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by the Company of a Gross-Up Payment in addition to that payment previously paid by the Company pursuant to this section. Such notification shall be given an soon as practicable but no later than fifteen (15) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim, the date on which such claim is requested to

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be paid, and attach a copy of the IRS notice. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) Give the Company any information reasonably requested by the Company relating to such claim;

(ii) Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) Cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) Permit the Company to participate in any proceedings relating to such claim; provided, however that the Company shall pay directly all costs and expenses (including legal and accounting fees, as well as other expenses and any additional interest and penalties) incurred by the Executive and the Company in connection with an IRS levy, contest or claim and provided further that the Company shall not take any action or fail to make any Gross-Up Payment so as to cause the assessment of any IRS levy and the Company shall cause any levy so assessed to be immediately released by payment of the Gross-Up Amount, together with all costs, interest and penalties.

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11. Non-Disclosure of Confidential Information.

a. Non-Disclosure of Confidential Information. Except in the course of his employment with the Company and in the pursuit of the business of the Company or any of its subsidiaries or affiliates, the Executive shall not, at any time during or following the Contract Period, disclose or use, any confidential information or proprietary data of the Company or any of its subsidiaries or affiliates. The Executive agrees that, among other things, information concerning the identity of and the Company's relations with its customers is confidential information.

b. Specific Performance. Executive agrees that the Company does not have an adequate remedy at law for the breach of this section and agrees that he shall be subject to injunctive relief and equitable remedies as a result of the breach of this section. The invalidity or unenforceability of any provision of this Agreement shall not affect the force and effect of the remaining valid portions. No violation of this Section 11 shall entitle the Company to withhold any payment or benefit due the Executive hereunder.

c. Survival. This section shall survive the termination of the Executive's employment hereunder and the expiration of this Agreement.

12. Term and Effect Prior to Change in Control.

a. Term. Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect for a period of 3 years from the date hereof (the "Initial Term") or until the end of the Contract Period, whichever is later. The Initial Term shall be automatically extended for an additional one year period on the anniversary date hereof (so that the Initial Term is always 3 years) unless on or before such date the Board of

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Directors of HUBCO by resolution passed by a majority vote of the Directors then in office, votes not to extend the Initial Term any further. The Company shall promptly advise the Executive in writing of the passage of such resolution and if it fails to do so the passage of such resolution shall be ineffective.

b. No Effect Prior to Change in Control. Prior to a Change in Control, this Agreement shall not affect any rights of the Company to terminate the Executive or the benefits payable to the Executive. The rights and liabilities provided hereunder shall only become effective upon a Change in Control. If the employment of the Executive by the Company is ended for any reason whatsoever prior to a Change in Control, this Agreement shall thereafter be of no further force and effect.

13. Compensation and Benefits Provided Not in Derogation of Other Benefits. Anything to the contrary herein contained notwithstanding, the payment or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has or will have under any plans or programs of or agreements with the Company, except that the Executive shall not be entitled to the benefits of any other plan or program of the Company or agreement with the Company expressly providing for severance or termination pay or post-employment medical benefits. In furtherance of the foregoing, this Agreement is not in derogation of, but rather supplemental to, the rights and benefits of the Executive, if any, under any stock option plan, restricted stock plan, pension plan, 401(k) plan and SERP.

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14. Notice. During the Contract Period, any notice of termination of the employment of the Executive by the Company or by the Executive to the Company shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a dated notice which shall (i) indicate the specific termination provision in this Agreement relied upon; (ii) set forth, if necessary, in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment of the Executive or from the Company under the provision so indicated; (iii) specify a date of termination, which shall be not less than four weeks nor more than six weeks after such Notice of Termination is given, except in the case of termination of employment by the Company of the Executive for Cause pursuant to Section 6 hereof, in which case the Notice of Termination may specify a date of termination as of the date such Notice of Termination is given; and (iv) be given by personal delivery or, if the individual is not personally available, by certified mail to the last known address of the individual. Upon the death of the Executive, no Notice of Termination need be given.

15. Payroll and Withholding Taxes. All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes. Any Gross-Up Payment shall be made in the form of withholding taxes and shall not be paid to the Executive, but shall be sent to the IRS in the ordinary course of the Company's payroll withholding.

16. Miscellaneous. This Agreement is the joint and several obligation of HUBCO and the Bank. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with, the laws of New Jersey. This Agreement supersedes all prior

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agreements and understandings with respect to the matters covered hereby, including expressly it terminates the employment agreement among HUBCO and the Bank and the Executive, dated September 5, 1989, as amended June 11, 1996. The amendment or termination of this Agreement may be made only in a writing executed by the Company and the Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the assets of the Company. This Agreement is personal to the Executive and the Executive may not assign any of his rights or duties hereunder but this Agreement shall be enforceable by the Executive's legal representatives, executors or administrators. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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IN WITNESS WHEREOF, HUBCO, Inc. and Hudson United Bank each have caused this Agreement to be signed by their duly authorized representatives pursuant to the authority of their Boards of Directors, and the Executive has personally executed this Agreement, all as of the day and year first written above.

ATTEST: HUBCO, INC.

/s/ D. Lynn Van Borkulo-Nuzzo By: /s/ Charles F.X. Poggi ------------------------------------ -------------------------- D. Lynn Van Borkulo-Nuzzo, Secretary Charles F.X. Poggi, Chairman of the Compensation Committee

ATTEST: HUDSON UNITED BANK

/s/ D. Lynn Van Borkulo-Nuzzo By: /s/ Charles F.X. Poggi ------------------------------------ -------------------------- D. Lynn Van Borkulo-Nuzzo, Secretary Charles F.X. Poggi, Chairman of the Compensation Committee

WITNESS:

/s/ D. Lynn Van Borkulo-Nuzzo /s/ Kenneth T. Neilson ------------------------------------ ------------------------------ D. Lynn Van Borkulo-Nuzzo Kenneth T. Neilson