HUBCO INC, 10-Q, 1996-08-13

HUBCO INC
10-Q, 1996-08-13
STATE COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 0-010699

HUBCO, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

New Jersey 22-2405746
------------------------------- ---------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

1000 MacArthur Blvd
Mahwah, New Jersey 07430
--------------------------------------- ---------
(Address of principal executive office) (Zip Code)

(201)-236-2600
----------------------------------------------------
(Registrant's telephone number, including area code)

Not Applicable
--------------

Former name, former address, and former fiscal year,
if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date:

18,708,455 shares, no par value, outstanding as of August 12, 1996.

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<PAGE>

HUBCO, INC. AND SUBSIDIARIES

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

INDEX

Page
----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

Consolidated Balance Sheets
At June 30, 1996 and December 31, 1995......................... 1

Consolidated Statements of Income
For the three-month and six-month periods ended
June 30, 1996 and 1995 ........................................ 2-3

Consolidated Statements of Cash Flows
For the six-months ended June 30, 1996 and 1995................ 4

Notes to Consolidated Financial Statements....................... 5-7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................... 8-13

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders ............. 14

Item 6. Exhibits and Reports on Form 8-K................................. 15

Signatures....................................................... 16

PART III. FINANCIAL DATA SCHEDULE 17

<PAGE>

Page 1

HUBCO, Inc. and Subsidiaries
- ---------------------------------------------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In Thousands Except Share Data)

JUNE 30 DECEMBER 31
1996 1995
---------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks ........................................................ $ 81,389 $ 90,583
Federal funds sold ............................................................. -- 49,700
---------- ----------
TOTAL CASH EQUIVALENTS ................................................... 81,389 140,283

Securities available for sale, at market value
(amortized cost of $406,843 and $309,181
in 1996 and 1995, respectively) .............................................. 404,993 312,902
Securities held to maturity, at cost (market value of
$238,917 and $269,402 in 1996 and 1995, respectively) ........................ 240,002 266,203

Loans:
Real estate-mortgage ......................................................... 489,579 482,572
Commercial and financial ..................................................... 285,834 285,240
Consumer credit .............................................................. 126,997 130,197
Credit card .................................................................. 51,726 57,915
---------- ---------
TOTAL LOANS .............................................................. 954,136 955,924
Less: Allowance for possible loan losses ..................................... (18,055) (18,689)
--------- ---------
NET LOANS ................................................................ 936,081 937,235

Premises and equipment, net .................................................... 34,507 32,424
Other real estate owned ........................................................ 3,743 6,104
Intangibles, net of amortization ............................................... 9,356 7,572
Other assets ................................................................... 29,795 36,845
---------- ----------
TOTAL ASSETS ............................................................. $1,739,866 $1,739,568
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:

Non-interest bearing ......................................................... $ 315,958 $ 329,820
Interest bearing ............................................................. 1,171,849 1,205,440
---------- ----------
TOTAL DEPOSITS ........................................................... 1,487,807 1,535,260
Short-term borrowings .......................................................... 85,357 21,654
Other liabilities .............................................................. 11,588 15,174
---------- ----------
TOTAL LIABILITIES ........................................................ 1,584,752 1,572,088
---------- ----------
Subordinated Debt .............................................................. 25,000 25,000
Commitments and contingencies
Stockholders' equity:
Convertible Preferred Stock-Series A, no par value;
authorized 10,000,000 shares, no shares outstanding ........................ -- --
Common stock, no par value, authorized 50,000,000
shares; issued 14,342,949 and outstanding
13,517,663 shares in 1996 and issued 14,303,330
and outstanding 14,263,898 in 1995 ......................................... 25,502 25,431
Additional paid-in capital ................................................... 62,283 63,275
Retained earnings ............................................................ 61,027 52,740
Treasury shares, at cost, 825,286 shares in 1996
and 39,432 in 1995 ......................................................... (17,067) (606)
Restricted stock awards ...................................................... (434) (688)
Unrealized gain (loss) on securities
available for sale, net of income taxes .................................... (1,197) 2,328
---------- ----------
TOTAL STOCKHOLDERS' EQUITY ............................................... 130,114 142,480
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ...................................... $1,739,866 $1,739,568
========== ==========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

<TABLE>

Page 2

HUBCO,Inc.and Subsidiaries
- -------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED
(In Thousands Except Share Data) JUNE 30
-------------------------------
1996 1995
------- -------
<S> <C> <C>
INTEREST AND FEE INCOME:
Loans-taxable ................................................................... $20,970 $22,403
Loans-tax exempt ................................................................ 54 75
Securities-taxable .............................................................. 9,658 9,816
Securities-tax-exempt ........................................................... 118 261
Other ........................................................................... 5 316
------- -------
TOTAL INTEREST AND FEE INCOME.............................................. 30,805 32,871
------- -------

INTEREST EXPENSE:

Deposits ........................................................................ 8,968 10,004
Short-term borrowings ........................................................... 935 580
Subordinated debt ............................................................... 495 541
------- -------
TOTAL INTEREST EXPENSE .................................................... 10,398 11,125
------- -------
NET INTEREST INCOME ....................................................... 20,407 21,746
------- -------
PROVISION FOR POSSIBLE LOAN LOSSES .............................................. 993 1,125
------- -------

NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES ................................................ 19,414 20,621

NON-INTEREST INCOME:
Trust department income ........................................................ 224 181
Service charges on deposit accounts ............................................ 2,202 2,396
Securities gains (losses) ...................................................... 625 (25)
Other income ................................................................... 2,465 1,562
-------- -------
TOTAL NON-INTEREST INCOME ................................................. 5,516 4,114
-------- -------

NON-INTEREST EXPENSE:
Salaries ...................................................................... 5,113 6,488
Pension and other employee benefits ........................................... 1,515 2,653
Occupancy expense ............................................................. 1,582 1,805
Equipment expense ............................................................. 713 1,110
Deposit insurance and other insurance ......................................... 160 909
Outside services .............................................................. 2,390 1,205
Other real estate owned expense ............................................... 404 (149)
Amortization of intangibles ................................................... 698 545
Other ......................................................................... 1,799 3,001
-------- -------
TOTAL NON-INTEREST EXPENSE ................................................ 14,374 17,567
-------- -------

INCOME BEFORE INCOME TAXES ................................................ 10,556 7,168
PROVISION FOR INCOME TAXES ...................................................... 3,943 991
-------- -------
NET INCOME ................................................................ $ 6,613 $ 6,177
======= =======

INCOME PER COMMON SHARE:
Primary ....................................................................... $ .48 $ .44
Fully Diluted ................................................................. $ .48 $ .43

WEIGHTED AVERAGE SHARES OUTSTANDING:
Common ........................................................................ 13,623 13,517
Preferred ..................................................................... -- 935

See notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>

Page 3
HUBCO,Inc.and Subsidiaries
- ----------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) SIX MONTHS ENDED
(In Thousands Except Share Data) JUNE 30
-------------------------------
1996 1995
------- -------
<S> <C> <C>
INTEREST AND FEE INCOME:
Loans-taxable ........................................................ $42,129 $44,362
Loans-tax exempt ..................................................... 111 153
Securities-taxable ................................................... 18,892 19,972
Securities-tax-exempt ................................................ 233 584
Other ................................................................ 202 567
------- -------
TOTAL INTEREST AND FEE INCOME .................................... 61,567 65,638
------- -------

INTEREST EXPENSE:
Deposits ............................................................. 18,585 19,449
Short-term borrowings ................................................ 1,224 1,371
Subordinated debt .................................................... 1,005 1,091
------ -------
TOTAL INTEREST EXPENSE ........................................... 20,814 21,911
------- -------
NET INTEREST INCOME .............................................. 40,753 43,727
------- -------
PROVISION FOR POSSIBLE LOAN LOSSES ..................................... 1,896 2,250
------- -------

NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES ....................................... 38,857 41,477

NON-INTEREST INCOME:
Trust department income .............................................. 465 329
Service charges on deposit accounts .................................. 4,245 4,797
Securities gains ..................................................... 911 564
Other income ......................................................... 4,361 2,746
------- -------
TOTAL NON-INTEREST INCOME ........................................ 9,982 8,436
------- -------

NON-INTEREST EXPENSE:
Salaries ............................................................. 10,327 12,353
Pension and other employee benefits .................................. 3,099 5,031
Occupancy expense .................................................... 3,128 2,927
Equipment expense .................................................... 1,433 2,300
Deposit insurance and other insurance ................................ 263 1,951
Outside services ..................................................... 4,517 2,645
Other real estate owned expense ...................................... 600 10
Amortization of intangibles .......................................... 1,295 1,090
Other ................................................................ 3,339 5,673
------- -------
TOTAL NON-INTEREST EXPENSE ....................................... 28,001 33,980
------- -------
INCOME BEFORE INCOME TAXES ....................................... 20,838 15,933
PROVISION FOR INCOME TAXES ............................................. 7,678 4,030
------- -------
NET INCOME ....................................................... $13,160 $11,903
======= =======

INCOME PER COMMON SHARE:
Primary ............................................................. $ .95 $ .84
Fully Diluted ....................................................... $ .95 $ .82

WEIGHTED AVERAGE SHARES OUTSTANDING:
Common .............................................................. 13,844 13,520
Preferred ........................................................... -- 1,025

See notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>

Page 4
HUBCO, INC. and Subsidiaries
- --------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
SIX MONTHS ENDED
JUNE 30
-------------------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .............................................................. $ 13,160 $ 11,903
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible loan losses ................................. 1,896 2,250
Provision for depreciation and amortization ........................ 3,059 3,385
Amortization of security premiums, net ............................. 885 933
Securities gains ................................................... (911) (564)
Loss on sale of premises and equipment ............................. -- 225
Deferred income tax provision (benefit) ............................... (658) 885
Decrease in other assets .............................................. 7,683 2,989
Decrease in other liabilities ......................................... (1,718) (18,895)
-------- --------
NET CASH PROVIDED BY(USED IN)
OPERATING ACTIVITIES ............................................ 23,396 3,111
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities:
Available for sale .................................................... 37,630 12,266
Held to maturity ...................................................... -- --
Proceeds from repayments and maturities of securities:
Available for sale .................................................... 74,429 5,555
Held to maturity ...................................................... 31,219 58,168
Purchases of securities:
Available for sale .................................................... (209,664) (5,628)
Held to maturity ...................................................... (5,080) (6,353)
Deposit premium paid on branch acquisitions ............................. (3,433) --
Net increase in loans ................................................... (713) (5,747)
Proceeds from sales of premises and equipment ........................... 34 1,533
Purchases of premises and equipment ..................................... (3,267) (282)
Decrease in other real estate ........................................... 2,361 2,700
-------- --------
NET CASH PROVIDED BY
(USED IN)INVESTING ACTIVITIES ................................... (76,484) 62,212
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in demand deposits,
NOW accounts and savings accounts .................................... (54,287) (81,925)
Net increase in certificates of deposits ............................... 6,834 17,015
Net increase (decrease) in short-term borrowings ....................... 63,703 (9,302)
Cash dividends ......................................................... (4,802) (3,502)
Acquisition of treasury stock ......................................... (17,254) (4,785)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ....................... (5,806) (82,499)
-------- --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......................... (58,894) (17,176)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................... 140,283 113,280
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $ 81,389 $ 96,104
======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for --
Interest ............................................................... $ 20,000 $ 18,864
Income taxes ........................................................... 6,505 8,323
======== =========
</TABLE>

See notes to Consolidated Financial Statements.

<PAGE>

Page 5
HUBCO, Inc. and Subsidiaries
- --------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying financial statements of HUBCO, Inc. and Subsidiaries ("HUBCO"
or "the Company") include the accounts of the parent company, HUBCO, Inc. and
its wholly-owned subsidiaries: Hudson United Bank ("Hudson United Bank") and HUB
Investment Co. All material intercompany balances and transactions have been
eliminated in consolidation. These unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the information
presented includes all adjustments, consisting of normal recurring accruals,
considered necessary for a fair presentation, in all material respects, of the
interim period results. The results of operations for periods of less than one
year are not necessarily indicative of results for the full year.

NOTE B -- ACQUISITIONS

On January 12, 1996, HUBCO acquired Growth Financial Corp. ("Growth"), a $128
million bank holding company with 3 branch locations in Somerset and Morris
counties, New Jersey, in a stock-for-stock transaction which was accounted for
on the pooling-of-interest method of accounting. Under the terms of the merger
agreement, Growth Bank was immediately merged into Hudson United Bank and
Growth's stockholder's received .69 of a share of HUBCO common stock in exchange
for each share of Growth common stock, resulting in the issuance of
approximately 1.2 million shares of HUBCO common stock. Since the Growth
acquisition was accounted for as a pooling-of-interests, the consolidated
financial statements have been restated to include the accounts of Growth for
all periods presented.

On February 29, 1996, HUBCO acquired three branch offices located in Bergen and
Middlesex counties, New Jersey, and related deposits from CrossLand Federal
Savings Bank ("CrossLand"). As a result of this transaction, Hudson United Bank
assumed approximately $60.6 million of deposit liabilities and cash of
approximately $56.7 million, net of a deposit premium of approximately $3.0
million.

On April 29, 1996, HUBCO executed a Definitive Agreement with Hometown
Bancorporation ("Hometown"), by which HUBCO will acquire Hometown for $17.75 per
share in cash and will merge its subsidiary, The Bank of Darien, into Lafayette
adding approximately $212 million of assets to HUBCO. This transaction will be
accounted for as a purchase and is expected to close in the third quarter of
1996.

On June 21, 1996, HUBCO entered into an Agreement and Plan of merger with
Westport Bancorp, Inc. ("Westport"), by which HUBCO will acquire Westport and
will merge its subsidiary, The Westport Bank & Trust Company, into Lafayette
adding approximately $300 million of assets to HUBCO. The transaction calls for
HUBCO to exchange .3225 of a share of HUBCO common stock for each outstanding
share of Westport common stock. Westport's convertible preferred stock will be
converted into a new HUBCO preferred issue with identical terms including an
equivalent dividend yield. The transaction will be accounted for as a
pooling-of-interests.

On July 1, 1996, HUBCO acquired Lafayette American Bank and Trust Company
("Lafayette"), a $741 million bank headquartered in Bridgeport, Connecticut, in
a stock-for-stock transaction which was accounted for on the pooling-of-interest
method of accounting. Under the terms of the agreement, Lafayette's stockholders
received .588 shares of HUBCO common stock in exchange for each share of
Lafayette common stock, resulting in the issuance of approximately 5.7 million
shares of HUBCO common stock. Lafayette is a separate subsidiary of HUBCO.

<PAGE>

NOTE C -- EARNINGS PER SHARE

Primary earnings per share have been computed based on the weighted average
number of common shares outstanding during the periods. Fully diluted earnnings
per share for 1995 include the effect of shares issuable upon conversion of the
preferred stock. All share data has been retroactively restated for all poolings
and stock dividends.

<PAGE>

NOTE D -- SECURITIES

The following table presents the amortized cost and estimated market value of
securities at the dates indicated:

JUNE 30, 1996
------------------------------------------------
GROSS UNREALIZED ESTIMATED
AMORTIZED ------------------- MARKET
COST GAINS (LOSSES) VALUE
-------- ------ ------ --------
AVAILABLE FOR SALE
U.S. Government ............ $104,818 $ 245 ($ 522) $104,541
U.S. Government agencies ... 248,763 214 (4,644) 244,333
States and political
subdivisions ............. 10,628 3 (13) 10,618
Other securities ........... 3,822 41 (1) 3,862
Equity securities .......... 38,812 3,861 (1,034) 41,639
-------- ------ ------ --------
$406,843 $4,364 ($6,214) $404,993
======== ====== ====== ========

JUNE 30, 1996
------------------------------------------------
GROSS UNREALIZED ESTIMATED
AMORTIZED ------------------- MARKET
COST GAINS (LOSSES) VALUE
-------- ------ ------ --------
HELD TO MATURITY
U.S. Government ............ $ 80,674 $ 644 -- $ 81,318
U.S. Government agencies ... 159,328 398 (2,127) 157,599
-------- ------ ------ --------
$240,002 $1,042 ($2,127) $238,917
======== ====== ====== ========

********************************************************************************

DECEMBER 31, 1995
------------------------------------------------
GROSS UNREALIZED ESTIMATED
AMORTIZED ------------------- MARKET
COST GAINS (LOSSES) VALUE
-------- ------ ------ --------
AVAILABLE FOR SALE
U.S. Government ............ $144,496 $1,662 ($ 402) $145,756
U.S. Government agencies ... 139,016 770 (1,023) 138,763
States and political
subdivisions ........... 9,970 30 (10) 9,990
Other securities ........... 3,849 70 (11) 3,908
Equity securities .......... 11,850 2,889 (254) 14,485
-------- ------ ------ --------
$309,181 $5,421 ($1,700) $312,902
======== ====== ====== ========

DECEMBER 31, 1995
------------------------------------------------
GROSS UNREALIZED ESTIMATED
AMORTIZED ------------------- MARKET
COST GAINS (LOSSES) VALUE
-------- ------ ------ --------
HELD TO MATURITY
U.S. Government ............ $ 95,521 $2,438 $ (18) $ 97,941
U.S. Government agencies ... 170,682 1,939 (1,160) 171,461
-------- ------ ------ --------
$266,203 $4,377 $(1,178) $269,402
======== ====== ====== ========

<PAGE>

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

This financial review presents management's discussion and analysis of financial
condition and results of operations. It should be read in conjuction with the
Company's Consolidated Financial Statements and the accompanying notes. Unless
otherwise noted, all dollar amounts, other than per share information, are
presented in thousands.

The financial statements for the comparative periods presented herein have been
restated to reflect the acquisitions that have been accounted for on the
pooling-of-interests accounting method during the periods presented herein.
Jefferson National Bank and Urban National Bank were acquired in the second
quarter of 1995. Growth Financial Corporation was acquired on January 12, 1996.
All periods prior to the effective dates of the acquisitions have been restated
to reflect the poolings. In addition, the Company acquired three branches from
CrossLand Federal Savings Bank on February 29, 1996, and the operations of these
branches are reflected in the Company's results since that date. The Company's
acquisition of Lafayette American Bank and Trust Company was consummated on July
1, 1996, and the results of Lafayette are not included herein. The Company has
filed a separate Form 8-K and will amend that Form 8-K to reflect the results of
Lafayette.

The balance sheet and income statement comparisons are influenced by the
transactions mentioned above. All share data has been retroactively restated to
reflect the shares issued in the aforementioned transactions.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1996 and June 30, 1995

For the three-month period ended June 30, 1996, the Company earned $6,613, or
$.48 per share on a fully diluted basis. This compares with the $6,177, or $.43
per share on a fully diluted basis for the same period in 1995. The fully
diluted shares include the convertible preferred stock the Company issued in
1994 which was fully exchanged into common stock or redeemed with cash by
September, 1995. The fully diluted average shares outstanding for the second
quarter of 1996 was 13,623 compared with 14,452 for the second quarter of 1995.

Although net interest income declined in the second quarter of 1996 compared
with 1995, a reduction in the provision for loan losses, an increase in
non-interest income, and a significant reduction in non-interest expense
resulted in a 7% increase in net income. The changes will be discussed in more
detail in the following discussion.

Net Interest Income

Net interest income for the second quarter of 1996 was $20,407, a decline of
$1,339 from the $21,746 for the previous year. Earning assets declined from an
average of $1,615,754 in the second quarter of 1995 to $1,605,566 in 1996. This
decline contributed to the decline in interest income of $2.1 million, along
with a yield reduction of 46 basis points from 8.16% for second quarter 1995 to
7.70% for second quarter 1996. Interest expense declined $.8 million resulting
in the $1.3 million net interest income decline. The net interest margin for the
second quarter of 1996 was 5.14%, a 29 basis point decline form the 5.43% for
the second quarter of 1995. Although earning assets declined overall, average
loans increased $12 million for the comparable periods. The decline occurred in
the federal funds sold and securities categories.

<PAGE>

Interest expense decreased from $11,125 in 1995 to $10,398 in 1996. This decline
is primarily attributable to the reduction in deposit rates at the acquired
institutions to those rates paid by the Company. The institutions recently
acquired by the Company generally were paying higher rates and had a larger
percentage of their deposits in higher cost time deposits than did the Company.
The Company focuses on core deposit retention. Therefore, it is expected that
following an acquisition, there will be some deposit run-off following the
adjustment of deposit rates to those offered by the Company.

Provision for Possible Loan Losses

The provision for possible loan losses for the comparative second quarters was
$993 in 1996 compared with $1,125 for 1995. The Company performs an evaluation
of the adequacy of the allowance for loan losses each quarter. The results of
the analysis include an evaluation of specific large loans plus portfolio
assumptions and general economic conditions. Management believes that the
allowance at June 30 of $18,055, or 1.89% of loans, is adequate.

SUMMARY OF ACTIVITY IN THE ALLOWANCE
BROKEN DOWN BY LOAN CATEGORY
--------------------------------
SIX MONTHS ENDED YEAR ENDED
6/30/96 12/31/95
---------------- ----------
(IN THOUSANDS OF DOLLARS)

Amount of Loans Outstanding ................ $954,136 $955,924
======== ========

Daily Average Amount of Loans .............. $949,933 $944,065
======== ========

Balance of Allowance for
Possible Loan Losses at
Beginning of Period ...................... $ 18,689 $ 17,986

Loans Charged Off:
Real Estate -- Mortgage .................. (421) (1,283)
Commercial ............................... (1,726) (3,219)
Consumer ................................. (1,129) (1,233)
-------- --------
Total Loans Charged Off .............. (3,276) (5,735)
-------- --------

Recoveries of Loans Previously Charged Off:
Real Estate -- Mortgage .................. 222 728
Commercial ............................... 134 401
Consumer ................................. 390 484
-------- --------
Total Recoveries ..................... 746 1,613
-------- --------

Net Loans Charged Off ...................... (2,530) (4,122)

Provision for Possible Loan Losses ......... 1,896 4,825
-------- --------
Balance at End of Period ................... $ 18,055 $ 18,689
======== ========

Ratio of Net Loans Charged-Off
During Period to Average
Loans Outstanding ........................ .53% .44%
======== ========

<PAGE>

Non-Interest Income

Non-interest income increased by 34% from $4,114 in the second quarter 1995 to
$5,516 in 1996. This increase of $1,402 consists of a $43 (24%) increase in
trust income, a $650 increase in securities gains, a $903 (58%) increase in
other income, and a $194 (8%) decrease in service charges on deposit accounts.
The increase in trust income reflects the Company's focus on this business
segment which has increased the assets under management to $204 million from
$157 million a year ago. The securities gains taken were a result of a sale of
certain equity securities to generate cash for pre-acquisition purchases of
stock in pending acquisitions and a strategy to sell near term maturities and
reinvest earlier due to anticipated rate changes. The increase in other income
is primarily due to an increase in late fees and discounts earned on new
business related to the Shoppers Charge Accounts Co. private label credit card
business. However, increases were also recorded in the sale of alternative
investments, international fees, and other customer non-deposit related fees.
The decline in deposit service charges of $194 results primarily from revisions
to the pricing structure in fourth quarter 1995 in response to competitive
forces.

Non-Interest Expense

Non-interest expense decreased 18% from $17,567 in the second quarter of 1995 to
$14,374, a $3,193 decrease. In 1995, the Company sold a 50% interest in its
Deposit Services and Data Processing subsidiary to another financial
institution, resulting in decrease for the second quarter of 1996 of $356 in
salaries, $152 in employee benefits and $289 in equipment expense. The remaining
reductions in these categories of $1,019, $986 and $98, respectively, are
primarily attributable to the various cost reductions that the Company imposes
following on acquisition when support functions are centralized and other
redundancies are eliminated. Deposit and other insurance expense declined $749
(82%) as a result of the reduction in the FDIC insurance premium cost. The
Company's data processing charges paid to the new joint venture company, which
were not applicable in 1995, are the primary reasons for the increase in outside
service expense , along with increases in loan origination fees and
correspondent bank charges. Oreo expense for the second quarter of 1996 was $404
compared with a credit of $149 for the same period last year. The increase was a
result of losses on disposals and a provision for Oreo losses of $150 during
1996. The amortization of intangibles increased by $153, or 28%, due to the $3
million premium paid for the $60 million in branch deposits purchased on
February 29, 1996. Other expense decreased $1,202 or 40% from the second quarter
last year. The decrease is primarily attributable to acquisition costs in the
second quarter of 1995.

Provision for Income Taxes

The Company's effective tax rate for book purposes was 37%. This compares with
an effective tax rate for the second quarter of last year of 14%. The lower rate
in 1995 was the result of the reversal of tax reserves no longer deemed
necessary primarily as a result of an IRS settlement covering the tax years of
1991, 1992 and 1993. The tax reversal amounted to $1,966.

RESULTS OF OPERATIONS

Six Months Ended June 30, 1996 and June 30, 1995

For the six month period ended June 30, 1996, the Company earned $13,160 or $.95
per share compared with $11,903 or $.82 per share on a fully diluted basis in
1995. As previously mentioned, the fully diluted shares include the convertible
preferred shares the Company issued in the 1994 Washington Bancorp. acquisition.
These shares were converted or paid out in cash by July 1995. Fully diluted
weighted average shares outstanding for the comparable six month periods were
13,844 for 1996 and 14,545 for 1995.

<PAGE>

The $1,257 (11%) increase in net income is primarily due to the same factors
discussed above for the 3 month period--the reduction in net interest income was
offset by a lower provision for loan losses, an 18% increase in non-interest
income, an 18% increase in non-interst income, and an 18% reduction in
non-interest expense.

Net Interest Income

For the six month comparative periods, net interest income declined $2,974 (7%)
and the net interest margin declined 27 basis points to 5.17%. The decline is
primarily due to earning assets declining $45 million. Interest income declined
$4,071 and interest expense declined $1,097. As mentioned previously, the
decline in interest expense is primarily due to the Company's strategy of
adjusting deposit rates at the acquired companies. However, average loans
outstanding increased $5 million to $950 million for the first six months of
1996.

Provision for Possible Loan Losses

The provision for loan losses was $1,896 for the first half of 1996 compared
with $2,250 for 1995. The allowance for loan losses to total loans outstanding
was 1.89%. The methodology for determining the provision and allowance was
discussed previously.

Non-Interest Income

Non-interest income increased from $8,436 for the first six months of 1995 to
$9,982 for 1996. This represents a $1,546 or 18% increase. Trust income
increased $136 (41%), securities gains increased $347 (62%), other income
increased $1,615 (59%), and service charges on deposit accounts decreased $552
(12%). The primary reasons for the variances are the same as discussed above for
the three month periods ended June 30, 1995 and 1996.

Non-Interest Expense

Non-interest expense decreased 18% from $33,980 for the first six months of 1995
to $28,001 for the comparable period in 1996, a decrease of $5,979. In November,
1995, the Company sold a 50% interest in its Deposit Services and Data
Processing subsidiary to another financial institution, resulting in a decrease
of $727 in salaries, $228 in employee benefits and $792 in equipment expense.
The remaining reductions in these categories of $1,299, $1,704 and $75,
respectively, are primarily attributable to the various cost reductions that the
Company imposes following an acquisition when support functions are centralized
and other redundancies are eliminated. Deposit and other insurance expense
declined $1,688 (87%) as a result of the reduction in the FDIC insurance premium
cost. The Company's data processing charges paid to the new joint venture
company, which were not applicable in 1995, are the primary reason for the
increase in outside service expense, along with increases in loan origination
fees and correspondent bank charges. Oreo expense for the period was $600
compared with $10 for the same period last year. The increase was a result of
losses on disposals and a $300 provision for Oreo losses in 1996. The
amortization of intangibles increased in 1996 over 1995 due to the $3 million
premium paid for the $60 million in branch deposits purchased on February 29,
1996. The Company is amortizing this intangible over a 5 year period on a
straight line basis. Other expense decreased $2,334 or 41% from the comparable
six month period in 1995. The decrease is primarily attributable to a reduction
of $638 in acquisition costs, $147 in marketing expense, and other efficiencies,
as well as that a $678 loss was booked in the 1995 results arising from the
disposal of the old computer center which had been outgrown.

<PAGE>

FINANCIAL CONDITION

Total assets at June 30, 1996, were $1,739,866 essentially flat with the
$1,739,568 at December 31, 1995. Between December 31, 1995, and June 30, 1996,
loans were flat, deposits declined $47,453 or 3% primarily in the time deposit
category, and federal funds declined a similar amount -- $49,700.

The securities portfolios increased from an aggregate $579 million at December
31 to $645 million at June 30. The increase was due to the Company's decision to
pre-invest a portion of the 1996 maturities due to an increase in interest
rates.

At June 30, 1996, HUBCO's non-performing loans, which include non-accruing and
renegotiated loans, were $20,998 compared to $19,748 at March 31, 1996 and
$17,800 at December 31, 1995. Other real estate was $3,743 at June 30, 1996
compared to $6,104 at December 31, 1995.

The following table presents the composition of non-performing assets and loans
past due 90 days or more and accruing and selected asset quality ratios at the
dates indicated:

<TABLE>

ASSET QUALITY SCHEDULE -- QUARTERLY RECAP
(In Thousands)

6/30/96 3/31/96 12/31/95 9/30/95
------- ------- -------- -------
<S> <C> <C> <C> <C>
Non-Accrual Loans:
Commercial .......................... $ 7,266 $ 6,865 $ 6,966 $ 6,581
Real Estate ......................... 12,519 10,651 7,835 8,335
Consumer ............................ 584 875 856 621
Credit Cards ........................ -- -- 443 250
------- ------- ------- -------
Total Non-Accrual Loans ........... 20,369 18,391 16,100 15,787
------- ------- ------- -------
Renegotiated Loans ..................... 629 1,357 1,700 2,261
------- ------- ------- -------
Total Non-Performing Loans ........ 20,998 19,748 17,800 18,048
Other Real Estate ...................... 3,743 6,307 6,104 8,246
------- ------- ------- -------
Total Non-Performing Assets ....... $24,741 $26,055 $23,904 $26,294
======= ======= ======= =======
Non-Accrual Loans to Total Loans ....... 2.13% 1.93% 1.68% 1.67%
Non-Performing Assets to Total Assets .. 1.42 1.50 1.37 1.52
Allowance for Loan Losses
to Non-Accrual Loans ................. 88.64 101.72 116.08 114.28

Allowance for Loan Losses
to Non-Performing Loans .............. 85.98 94.73 104.99 99.96
Loans Past Due 90 Days or
More and Accruing:
Commercial ......................... $ 264 $ 13 $ 1,026 $ 1,751
Real Estate ........................ 2,498 1,878 4,137 2,967
Consumer ........................... 1,174 567 307 169
Credit Cards ....................... 1,526 2,066 592 624
------- ------- ------- -------
Total Past Due Loans .............. $ 5,462 $ 4,524 $ 6,062 $ 5,511
======= ======= ======= =======

</TABLE>

<PAGE>

The intangibles, net of amortization, increased from $7,572 to $9,356
attributable to the $3 million premium paid on the $60 million in branch
deposits acquired in February, 1996.

Total stockholders' equity at June 30, 1996 amounted to $130,114 compared with
$142,480 at December 31, 1995. The decline is attributable to the Company's
purchase of treasury shares during the period amounting to $17,067 at June 30.
Treasury shares were subsequently re-issued in the Lafayette acquisition within
the pooling limitations. The capital also declined due to the change in the
Unrealized gain/(loss) on securities which changed from an after-tax gain of
$2,328 at December 31 to an after-tax loss of $1,197 at June 30.

At the end of the reporting period, the Company is not aware of any current
recommendations by the regulatory authorities which would have a material
adverse effect on the Company's capital resources or operations. The capital
ratios for the Company at June 30, 1996, and the minimum regulatory guidelines
for such capital ratios are as follows:

RATIOS AT REGULATORY
JUNE 30, 1996 GUIDELINES
------------- ----------
Tier I Risk-Based Capital ........ 11.68% 6.0%
Total Risk-Based Capital ......... 15.33% 10.0%
Tier 1 Leverage Ratio ............ 7.00% 5.0%

The regulatory guidelines are for qualification as a well-capitalized
institution.

<PAGE>

PART II. OTHER INFORMATION

Items 1 through 3 are not applicable or the responses are negative

Item 4:

(a) The Annual Meeting of shareholders of HUBCO, Inc. was held on June 11,
1996.

(b) The names of the directors who are nominees for election for the 1996
Annual Meeting and the names of the directors whose terms extend beyond the
1996 Annual Meeting are set forth in the tables below.

Nominees for 1996 Annual Meeting:

James E. Schierloh, Chairman
W. Peter McBride
Bryant D. Malcolm

Directors whose terms continue beyond this Annual Meeting:

Robert J. Burke
Joan David
Thomas R. Farley
Kenneth T. Neilson, President and CEO
Charles F.X. Poggi
Sister Grace Frances Strauber

(c) The following is a brief description as well as the tabulation of votes for
each of the matters which were voted upon at the 1996 Annual Meeting.

1. A proposal to approve the issuance of HUBCO Common Stock as
consideration in the proposed acquisition of Lafayette American Bank
and Trust Company ("Lafayette") pursuant to an Agreement and Plan of
Merger dated February 5, 1996, between Lafayette and HUBCO.

For .................................... 10,322,076
Against ................................ 311,405
Abstain ................................ 43,400

2. Election of the following three persons as directors of HUBCO:

For Authority Withheld
------ ------------------
James E. Schierloh ...... 11,876,962 332,527
W. Peter McBride ........ 11,876,623 334,866
Bryant D. Malcolm ....... 11,872,341 336,925

3. A proposal to amend the Certificate of Incorporation of HUBCO to
increase the authorized HUBCO Common Stock to 50,000,000 shares and to
increase the authorized Preferred Stock to 10,000,000 shares.

For .................................... 8,464,548
Against ................................ 2,166,284
Abstain ................................ 108,069

(d) not applicable

Item 5: not applicable

<PAGE>

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits

(3)(i) The Certificate of Incorporation of HUBCO, Inc. filed May 5, 1982
and amendments to the Certificate of Incorporation, dated November 22,
1983, January 30, 1984, January 11, 1985, July 17, 1986, March 25, 1987,
April 26, 1991, November 26, 1991, March 25, 1992, May 17, 1993, January 4,
1995 and June 11, 1996.

(3)(ii) The By-Laws of HUBCO, Inc. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, Exhibit (3b).)

(b) Reports on Form 8-K

(1) On May 2, 1996, HUBCO filed a Form 8-K Item 5 (date of earliest event
-- April 28, 1996), to announce the signing of a definitive agreement with
Hometown Bancorporation, Inc., a Delaware corporation and registered bank
holding company, whereby Hometown will be merged with and into HUBCO.

(2) On May 8, 1996, HUBCO filed a Form 8-K Item 5 (date of earliest event
-- May 3, 1996), to make readily available, a copy of Hometown
Bancorporation, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995, without exhibits.

(3) On July 2, 1996, HUBCO filed a Form 8-K Item 5 (date of earliest event
-- June 21, 1996), to announce the signing of a definitive agreement with
Westport Bancorp, Inc., a Delaware corporation and registered bank holding
company, whereby Westport will be merged with and into HUBCO.

(4) On July 16, 1996, HUBCO filed a Form 8-K Item 5 (date of earliest event
-- July 1, 1996), containing HUBCO's press release announcing the merger of
HUBCO and Lafayette American Bank and Trust Company, the consummation of
which occurred on July 1, 1996.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

HUBCO, Inc.

Date April 13, 1996 /s/ KENNETH T. NEILSON
- -------------------------------- -----------------------------------
Kenneth T. Neilson
President & Chief Executive Officer

Date April 13, 1996 /s/ CHRISTINA L. MAIER
- -------------------------------- -----------------------------------
Christina L. Maier
Assistant Treasurer
(Chief Accounting Officer)

CERTIFICATE OF INCORPORATION

HUBCO, Inc.

The undersigned, being over the age of 18 years old, for the purposes of
forming a corporation under the New Jersey Business Corporation Act, does hereby
execute the following certificate of incorporation:

ARTICLE I

CORPORATE NAME

The name of the Corporation shall be HUBCO, Inc. (hereinafter the
"Corporation").

ARTICLE II

CURRENT REGISTERED OFFICE
AND CURRENT REGISTERED AGENT

The address of the Corporation's initial registered office is 80 Park
Plaza, 23rd Floor, Newark New Jersey 07102. The name of the current registered
agent at that address is Ronald H. Janis.

ARTICLE III

INITIAL BOARD OF DIRECTORS
AND NUMBER OF DIRECTORS

The number of directors shall be governed by the by-laws of the
Corporation. The number of directors constituting the initial Board of Directors
shall be twelve. The names and addresses of the initial Board of Directors are
as follows:

Name Address
- ---- -------
John T. Clark ......... 3100 Bergenline Avenue
Union City, New Jersey 07087

James C. McClave ...... 3100 Bergenline Avenue
Union City, New Jersey 07087

Ronald David .......... 2 Broadway
New York, New York 10004

Arthur L. Dickson ..... 51 Newark Street
Hoboken, New Jersey 07030

1
<PAGE>

Name Address
- ---- -------
Henry Hugelheim ....... 752 Greeley Avenue
Fairview, New Jersey 07022

Harry J. Leber ........ 2000 Kennedy Boulevard
Union City, New Jersey 07087

George P. Moser, Sr. .. 415 32nd Street
Union City, New Jersey 07087

Harold J. Olsen ....... 638 Anderson Avenue
Cliffside Park, New Jersey 07010

Charles F.X. Poggi .... 15th and Adams Street
Hoboken, New Jersey 07030

James E. Schierloh .... East 210 Route 4
Paramus, New Jersey 07652

Sister Grace Frances .. 308 Willow Avenue
Strauber Hoboken, New Jersey 07030

Robert J. Burke ....... Foot of Pershing Road
Weehawken, New Jersey 07087

ARTICLE IV

CORPORATE PURPOSE

The purpose for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act, subject to any restrictions which may be imposed from time to
time by the laws of the United States or the State of New Jersey with regard to
the activities of a bank holding company.

2
<PAGE>

ARTICLE V

CAPITAL STOCK

The Corporation is authorized to issue 2,000,000 shares of common stock,
all of which are without nominal or par value.

ARTICLE VI

INDEMNIFICATION

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

ARTICLE VII

NAME AND ADDRESS OF INCORPORATOR

The name and address of the incorporator is: Ronald H. Janis, c/o Clapp &
Eisenberg, 80 Park Plaza, 23rd Floor, Newark, New Jersey 07102.

IN WITNESS WHEREOF, I, the incorporator of the above named Corporation,
have hereunto signed this certificate of incorporation on the 5th day of May,
1982.

Ronald H. Janis

3
<PAGE>

CERTIFICATE OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
of
HUBCO, Inc.

Pursuant to actions taken at a properly called and duly noticed special
meeting of stockholders of HUBCO, Inc. and in accordance with Section 14A:9-4(3)
of the New Jersey Business Corporation Act, the undersigned does hereby execute
the following Certificate of Amendment to the Certificate of Incorporation of
HUBCO, Inc.:

1. The name of the Corporation is HUBCO, Inc (the "Corporation").

2. A special meeting of the stockholders owning common stock of the
Corporation called for the purpose, inter alia, of considering amendments to the
Corporation's Certificate of Incorporation was convened on December 11, 1984,
adjourned to January 4, 1985 and further adjourned to January 11, 1985.

3. The number of shares of common stock of the Corporation entitled to vote
on the adoption of the amendments to the Corporation's Certificate of
Incorporation was 1,724,625.

4. At the January 11, 1985 session of the special meeting, the stockholders
adopted amended Article III of the Certificate of Incorporation of the
Corporation. The number of shares voted for the amendment was 1,165,174; The
number of shares voted against the amendment was 324,110. Amended Article III
will read in its entirety as follows:

4
<PAGE>

ARTICLE III
INITIAL BOARD OF DIRECTORS
AND NUMBER OF DIRECTORS

Name Address
- ---- -------
John T. Clark ............. 3100 Bergenline Avenue
Union City, New Jersey 07087

James C. McClave .......... 3100 Bergenline Avenue
Union City, New Jersey 07087

Ronald David .............. 2 Broadway
New York, New York 10004

Arthur L. Dickson ......... 51 Newark Street
Hoboken, New Jersey 07030

Henry Hugelheim ........... 752 Greeley Avenue
Fairview, New Jersey 07022

Harry J. Leber ............ 2000 Kennedy Boulevard
Union City, New Jersey 07087

George P. Moser, Sr. ...... 415 32nd Street
Union City, New Jersey 07087

5
<PAGE>

Name Address
- ---- -------
Harold J. Olsen .......... 638 Anderson Avenue
Cliffside Park, New Jersey 07010

Charles F.X. Poggi ....... 15th and Adams Street
Hoboken, New Jersey 07030

James E. Schierloh ....... East 210 Route 4
Paramus, New Jersey 07652

Sister Grace ............. 308 Willow Avenue
Frances Strauber Hoboken, New Jersey 07030

Robert J. Burke .......... Foot of Pershing Road
Weehawken, New Jersey 07087

Shareholders shall have no right to increase or decrease the number of
directors constituting the Board, except by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.
Any director may be removed from office by the stockholders of the Corporation,
but only for cause.

Notwithstanding anything else in this Certificate of Incorporation to the
contrary (and notwithstanding the fact that a lesser percentage may be permitted
by law, this Certificate of Incorporation or the by-laws of the Corporation),
the provisions of this Article III may not be amended, altered, changed or
repealed in any respect, nor may any provision inconsistent herewith be adopted,
unless such action is approved by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.

5. At the January 11, 1985 session of the special meeting, the stockholders
adopted an amendment to the Certificate of Incorporation of the Corporation by
adding a new Article VIII thereto. The number of shares voted for the amendment
was 1,169,869; the number of shares voted against the amendment was 319,763.

6
<PAGE>

New Article VIII will read as follows:

ARTICLE VIII
CLASSIFICATION OF DIRECTORS

The directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of the first class to expire at the
first annual meeting of stockholders following the meeting at which this Article
VIII is adopted, the term of office of the second class to expire at the second
annual meeting of stockholders following the meeting at which this Article VIII
is adopted and the term of office of the third class to expire at the third
annual meeting of stockholders following the meeting at which this Article VIII
is adopted.

If this Article VIII is adopted at a special meeting of stockholders,
directors of the second and third classes shall be elected to their terms at
such special meeting, and directors of the first class shall be designated in
advance of such special meeting by the Board of Directors from among the
directors elected at the preceding annual meeting of stockholders and shall not
be required to stand for election at such special meetings of stockholders. If
this Article VIII is adopted at an annual meeting of stockholders, all three
classes of directors shall be elected to their terms at such annual meeting. At
each annual meeting of stockholders following the initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election or as soon thereafter as their successors
have been elected and qualified.

Notwithstanding anything else in this Certificate of Incorporation to the
contrary (and notwithstanding the fact that a lesser percentage may be permitted
by law, this Certificate of Incorporation or the by-laws of the Corporation),
the provisions of this Article VIII may not be amended, altered, changed or
repealed in any respect, nor may any provision inconsistent herewith be adopted,
unless such action is approved by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.

7
<PAGE>

6. At the January 11, 1985 session of the special meeting, the stockholders
adopted an amendment to the Certificate of Incorporation of the Corporation
adding a new Article IX thereto. The number of shares voted for the amendment
was 1,178,252; the number of shares voted against the amendment was 313,726. New
Article IX will read as follows:

ARTICLE IX
MINIMUM PRICE

The stockholder vote required to approve a Business Combination (as
hereinafter defined) shall be as set forth in this section.

A. (1) Except as otherwise expressly provided in this section, the
affirmative vote of at least three-quarters of all of the outstanding
shares of common stock entitled to vote thereon shall be required in
order to authorize any of the following:

(a) any merger or consolidation of the Corporation or any subsidiary
thereof with a Related Person (as hereinafter defined) or any
other corporation which after such merger or consolidation would
be a Related Person;

(b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage, or any other security
device, of all or any Substantial Part (as hereinafter defined)
of the assets of the Corporation (including without limitation
any voting securities of subsidiary) or of a subsidiary, to a
Related Person;

(c) the issuance or transfer by the Corporation or any subsidiary
thereof of any securities of the Corporation or a subsidiary of
the Corporation to a Related Person;

(d) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of a
Related Person;

(e) any reclassification of securities (including any reverse stock
split) or recapitalization of the Corporation, or any merger or
consolidation of the Corporation, with any of its Subsidiaries or
any other transaction (whether or not with or otherwise involving
Related Person) which has the effect, directly or indirectly, of
increasing the proportionate share of any class of equity or
convertible securities of the Corporation or any Subsidiary which
is directly or indirectly beneficially owned by any Related
Person;

8
<PAGE>

(f) any agreement, contract or other arrangement providing for any of
the transactions described in this section of the Certificate of
Incorporation.

(2) Such affirmative vote shall be required notwithstanding any other
provision of this Certificate of Incorporation, any provision of law
or any agreement with any national securities exchange which might
otherwise permit a lesser vote or no vote.

(3) The term "Business Combination" as used in this section shall mean any
transaction which is referred to in any one or more of subparagraphs
(a) through (f) above.

B. The provisions of Part A of this section shall not be applicable to any
particular Business Combination, and such Business Combination shall
require only such affirmative shareholder vote and such approval by the
Board of Directors as is required by any other provision of this
Certificate of Incorporation, any provision of law or any agreement with
any national securities exchange, if all of the conditions specified in
either of the following subparagraphs (1) or (2) are met:

(1) The Business Combination shall have been approved by a majority of
the directors of the Corporation then in office.

(2) All the following conditions have been met:

(a) The aggregate amount of (x) cash and (y) Fair Market Value (as
hereinafter defined), as of the date of the consummation of the
Business Combination, of consideration other than cash to be
received per share by holders of common stock in such Business
Combination shall be at least equal to the amount determined
under sub-clauses (i) and (ii) below:

(i) if the Related Person has acquired shares of the
Corporation's common stock in a tender offer for or has
requested or invited the tender of the Corporation's common
stock in a transaction subject to the provisions of Section
14(d) of the Securities Exchange Act of 1934, the highest per
share price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the Related
Person for any share of common stock acquired by it (a)
within the one-year period immediately prior to the first
public announcement of the proposal of the Business
Combination (the "Announcement Date") or (b) in connection
with the tender offer or request or invitation of tenders,
whichever is higher;

9
<PAGE>

(ii) if the Related Person has not made such a tender offer for or
invited or requested the tender of the Corporation's common
stock, two time the highest Fair Market Value per share of
the Corporation's common stock during the one-year period
ending with the Announcement Date.

(b) The consideration to be received by holders of a particular class
of outstanding voting stock shall be in cash or in the same form
as the Related Person has previously paid for shares of such class
of voting stock. If the Related Person has paid for shares of any
class of voting stock with varying forms of consideration, the
form of consideration such class of voting stock shall be either
cash or the form used to acquire the largest number of shares of
such class of voting stock previously acquired by it.

C. For the purpose of this section the following definitions apply:

(1) The term "Related Person" shall mean and include (a) any individual,
corporation, partnership or other person or entity which together with
its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934), is
the "beneficial owner" (as that term is defined in Rule 13d-3 of the
General Rules and Regulations under the Securities Exchange Act of
1934) in the aggregate of 10 percent or more of the outstanding shares
of the common stock of the Corporation; and (b) any "affiliate" (as
that term is defined in Rule 12b-2 under the Securities Exchange Act of
1934) of any such individual, corporation, partnership or other person
or entity. Without limitation, any shares of the common stock of the
Corporation which any Related Person has the right to acquire pursuant
to any agreement, or upon exercise of conversion rights, warrants or
options or otherwise, shall be deemed "beneficially owned" by such
Related Person.
10
<PAGE>

(2) The term "Substantial Part" shall mean more than 25 percent of the
total assets of the Corporation, as of the end of its most recent
fiscal year ending prior to the time the determination is made.

(3) The term "Fair Market Value" shall mean: (a) in the case of stock, the
highest closing sale price during the 30-day period immediately
preceding the date in question if a specific date for valuation thereof
is specified or during the period in question if a period for valuation
thereof is specified of a share of such stock on the Composite Tape for
American Stock Exchange-Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the America Stock Exchange, or, if such stock
is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of
1934 on which such stock is listed, or, if such stock is not listed on
any such exchange, the highest closing price or closing bid quotation
with respect to a share of such stock during the 30-day period
preceding such date in question or during such period in question on
the National Association of Securities Dealers, Inc. Automated
Quotation System or any system then in use, or if no such quotations
are available, the fair market value on the date in question of a share
of such stock as determined by the Board of Directors, in good faith;
and (b) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by
the Board of Directors in good faith.

(4) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as
used in paragraph (2)(a) of Part B of this Article shall include the
shares of common stock and/or the shares of any other class of
outstanding voting stock retained by the holders of such shares.

D. Nothing contained in this section shall be construed to relieve any
related Party from any fiduciary obligation imposed by law.

E. If any question shall arise as to the applicability of this Article IX or
as to the interpretation of any of its provisions, such question shall be
resolved by the Board of Directors, and the Board's resolution shall be
final and binding.

F. Notwithstanding any other provision of this Certificate of Incorporation
(and notwithstanding the fact that a lesser percentage may be permitted by
law, this Certificate of Incorporation or the by-laws of the Corporation),
the provisions of this Article IX may not be amended, altered, changed or
repealed in any respect, nor may any provision inconsistent herewith be
adopted, unless such action is approved by the affirmative vote of the
holders of at least three-quarters of all of the outstanding shares of
common stock entitled to vote thereon, said vote to take place at an
annual or special meeting of the Corporation's stockholders called for the
purpose of considering such matter.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized
officer of the Corporation on this 11th day of January, 1985.

HUBCO, Inc.

By:
John T. Clark, President

11
<PAGE>

ARTICLE V
CAPITAL STOCK

The Corporation is authorized to issue
4,224,625 shares of Common Stock, all of
which are without nominal or par value.

6. The share division and the amendment to the Corporation's Certificate of
Incorporation affected by this certificate shall become effective August 1,
1986.

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized
officer of the Corporation this 17th day of July, 1986.

HUBCO, Inc.

By:
John T, Clark, President

12
<PAGE>

AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

HUBCO, Inc., a New Jersey corporation, does hereby certify as follows:

1. The name of the corporation is: HUBCO, Inc. (the "Corporation").

2. The Corporation is hereby amending its certificate of incorporation as
follows:

(A) The existing "ARTICLE V-CAPITAL STOCK" is deleted in its entirety. In
lieu thereof, the following Article V is added to the certificate of
incorporation:

ARTICLE V
CAPITAL STOCK

The Corporation is authorized to issue 5,200,00 shares of common stock, all
of which are without nominal or par value.

(B) NEW ARTICLE X

A new Article X is added to the Corporation's certificate of incorporation
as follows:

ARTICLE X

LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS

A director or officer of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for breach of any duty owed to
the Corporation or its shareholders, except that such provision shall not
relieve a director or officer from liability for ant breach of duty based upon
an act or omission (i) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law, or (iii) resulting in receipt by such person of an improper
personal benefit. If the New Jersey Business Corporation Act is amended after
approval by the shareholders of this provision to authorize corporate action
further eliminating or limiting the personal liability of directors officers,
then the liability of a director and/or officer of the Corporation shall be
eliminated or limited to the fullest extent permitted by the New Jersey Business
Corporation Act as so amended.

13
<PAGE>

Any repeal or modification of the foregoing paragraph by the shareholders
of the Corporation or otherwise shall not adversely affect any right or
protection of a director or officer of the Corporation existing at the time of
such repeal or modification.

3. The foregoing amendments were adopted at the annual meeting of
shareholders of HUBCO, Inc. held March 24, 1987.

4. At such annual meeting there were outstanding and entitled to vote
3,552,727 shares of common stock, without nominal or par value.

5. At such annual meeting shareholders cast 2,557,012 votes for, and
120,190 votes against the amendment of Article V and 2,531,799 votes for, and
133,827 votes against the addition of Article X.

6. The amendment to Article V and the addition of Article X were adopted by
a majority of the votes cast by the holders of shares entitled to vote thereon.

IN WITNESS WHEREOF, John T. Clark, President of HUBCO, Inc., has executed
this certificate on behalf of HUBCO, Inc. on this 25th day of March, 1987.

HUBCO, INC.

By:
John T. Clark, President

14
<PAGE>

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

Dated: As of March 27, 1991

Pursuant to the provisions of Section 14A:9-4(3) of the New Jersey Business
Corporation Act, the undersigned corporation hereby certifies as follows:

1. The name of the corporation is HUBCO, Inc. (the "Corporation").

2. The following amendment to the Corporation's Certificate of
Incorporation was approved by the directors of the Corporation and duly adopted
by the shareholders of the Corporation at a meeting duly held on March 26, 1991:

Article V of the Corporation's Certificate of Incorporation is deleted in
its entirety, and following is substituted therefore:

ARTICLE V
CAPITAL STOCK

(A) The total authorized capital stock of the Corporation shall be
6,700,000 shares, consisting of 5,200,000 shares of Common Stock and 1,500,000
shares of preferred Stock which may be issued in one or more classes or series.
The shares of Common Stock shall constitute a single class and shall be without
nominal or par value. The shares of Preferred Stock of each class of series
shall be without nominal or par value, except that the amendment authorizing the
initial issuance of any class or series, adopted by the Board of Directors as
provided herein, may provide that shares of any class or series shall have a
specified par value per share, in which event all of the shares of such class or
series shall have the par value per share so specified.

(B) The Board of Directors of the Corporation is expressly authorized from
time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:

15
<PAGE>

(a) The distinctive designation of the class or series and the number
of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding
in that class or above the total shares authorized herein) from time to
time by action of the Board of Directors.

(b) The dividend rate of the shares of the class or series, whether
dividends will be cumulative, and, if so, from what date or dates;

(c) The price or prices at which, and the terms and conditions on
which, the shares of the class or series may be redeemed at the option of
the Corporation;

(d) Whether or not the shares of the class or series will be entitled
to the benefit of a retirement of sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount of
such fund and the terms and provisions relative to the operation thereof;

(e) Whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;

(f) The rights of the shares of the class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

(g) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other class
or series in any respect, whether or not the shares of the class or series
will be entitled to the benefit of limitations restricting the issuance of
shares of any other class or series having priority over or on parity with
the shares of such class or series and whether or not the shares of the
class or series are entitled to restrictions on the payment of dividends
on, the making of other distributions in respect of, and the purchase or
redemption of shares of any other class or series of Preferred Stock or
Common Stock ranking junior to the shares of the class or series;

(h) Whether the class or series will have voting rights,, in addition
to any voting rights provided by law, and if so, the terms of such voting
rights; and

(i) Any other preferences, qualifications, privileges, options and
other relative or special rights and limitations of that class or series.

3. 4,083,828 shares of the Corporation's common stock were entitled to vote
on the amendment. 2,286,958 shares were voted in favor of the amendment and
636,102 shares were vote against the amendment.

IN WITNESS WHEREOF the undersigned has caused this certificate to be
executed by its duly qualified officer as of the date and year first written
above.

HUBCO, INC.

By:
Kenneth Neilson, President

16
<PAGE>

AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

Hubco, Inc., a New Jersey corporation, pursuant to N.J.S.A. 14A:7-15.1,
does hereby certify as follows:

(a) The name of the corporation is: Hubco, Inc. (the "Corporation").

(b) A ten percent (10%) stock split was declared by the Corporation on
October 29, 1991 pursuant to which one share of Common Stock, no par value, will
be distributed for each 10 shares of Common Stock, no par value, held by
shareholders on the record date of November 6, 1991, effective November 15,
1991. A resolution approving the share division was adopted by the Board of
directors of the Corporation at its regular meeting held on the 29th day of
October, 1991.

(c) The share division will not adversely affect the rights or preferences
of the holders of outstanding shares and will not result in the percentage of
authorized shares that remains unissued after the share division exceeding the
percentage of authorized shares that was unissued before the share division.

(d) There were issued and outstanding as of the record date of November 6,
1991, 4,120,078 shares of Common Stock without par value which are shares
subject to the share division. As a result of the share division, in which one
share will be issued for every 10 shares issued and outstanding, those 4,120,078
shares will be divided into 4,532,086 shares issued and outstanding.

(e) The Corporation is hereby amending its certificate of incorporation in
connection with the share division to increase the authorized common stock, as
follows:

The existing "Article V(A)" is deleted in its entirety. In lieu thereof,
the following Article V(A) is added to the certificate of incorporation:

(A) The total authorized capital stock of the Corporation shall be
7,220,000 shares, consisting of 5,720,000 shares of Common Stock and
1,500,000 shares of Preferred Stock which may be issued in one or more
classes or series. The shares of Preferred Stock of each class of series
shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series, adopted by the
Board of Directors as provided herein, may provided that shares of any
class or series shall have a specified par value per share, in which event
all of the shares of such class or series shall have the par value per
share so specified.

IN WITNESS WHEREOF, Kenneth T. Neilson, President of Hubco, Inc., has
executed this certificate on behalf of Hubco, Inc. on this 26th day of November,
1991.

HUBCO, INC.

By:
Kenneth T. Neilson, President

17
<PAGE>

AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

HUBCO, Inc., a New Jersey corporation, does hereby certify as follows:

1. The name of the corporation is: HUBCO, Inc. (the "Corporation").

2. The Corporation is hereby amending its certificate of incorporation as
follows:

Paragraph A of Article V is deleted in its entirety, and in place therefore
the following is substituted:

"(A) The total authorized capital stock of the Corporation shall be
15,000,000 shares, consisting of 12,000,000 shares of Common Stock and
3,000,000 shares of Preferred Stock which may be issued in one or more
classes or series. The shares of Common Stock shall constitute a single
class and shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series, adopted by the
Board of Directors as provided herein, may provide that shares of any class
or series shall have a specific par value per share, in which event all of
the shares of such class or series shall have the par value per share so
specified."

3. The foregoing amendment was adopted at the annual meeting of
shareholders of the Corporation held March 24, 1992.

4. At such annual meeting there were outstanding and entitled to vote
4,531,492 shares of common stock, without nominal or par value.

5. At such annual meeting shareholders cast 2,747,095 votes for, and
411,302 votes against the amendment to Article V.

6. The amendment to Article V was adopted by a majority of the votes cast
by the holders of shares entitled to vote thereon.

IN WITNESS WHEREOF, Kenneth T. Neilson, President of the Corporation, has
executed this certificate on behalf of the Corporation on this 25th day of
March, 1992.

HUBCO, INC.

By
Kenneth T. Neilson, President

<PAGE>

AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

HUBCO, Inc. a New Jersey Corporation, pursuant to N.J.S.A. 14A:7-15.1, does
hereby certify as follows:

(a) The name of the Corporation is: HUBCO, Inc. (The "Corporation").

(b) A ten percent (10%) stock split was declared by the Corporation on
April 20, 1993, pursuant to which one share of common stock, no par value, will
be distributed for each 10 shares of common stock, no par value, held by
shareholders on the record date of May 11, 1993, effective June 1, 1993. A
resolution approving the share division was adopted by the Board of Directors of
the Corporation at its regular meeting held on the 20th day of April, 1993.

(c) The share division will not adversely affect the rights or preferences
of the holders of outstanding shares and will not result in the percentage of
authorized shares that remains unissued after the share division excluding the
percentage of authorized shares that was unissued before the share division.

(d) That there were issued and outstanding as of the record date of May 1,
1993, 6,286,342 shares of common stock without par value which are the shares
subject to the share division. As a result of the share division, in which one
share will be issued for every 10 shares issued and outstanding, those 6,286,342
shares will be divided into 6,914,353 shares issued and outstanding.

(e) The Corporation is hereby amending its Certificate of Incorporation in
connection with the share division to increase the authorized common stock and
the authorized preferred stock as follows:

The existing "Article V(A)" is deleted in its entirety. In lieu
thereof, the following Article V(A) is added to the Certification of
Incorporation:

"(A) The total authorized capital stock of the Corporation shall be
16,500,000 shares, consisting of 13,200,000 shares of common stock and
3,300,000 shares of Preferred Stock which may be issued in one or more
classes or series. The shares of common stock shall constitute a single
class and shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series, adopted by the
Board of Directors, as provided herein, may provide that shares of any
class or series shall have a specific par value per share, in which event
all of the shares of such class of series shall have the par value so
specified."

In Witness Whereof, Kenneth T. Neilson, President of HUBCO, Inc. has
executed this Certificate on behalf of HUBCO, Inc. on this 17th day of May,
1993.

HUBCO, Inc.

By:
Kenneth T. Neilson, President

19
<PAGE>

AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF HUBCO, INC.

HUBCO, Inc. a New Jersey Corporation, pursuant to N.J.S.A. 14:7-15.1, does
hereby certify as follows:

(a) The name of the Corporation is: HUBCO, Inc. ("The Corporation").

(b) A fifty percent (50) common stock split was declared by the Corporation
on October 13, 1994, pursuant to which one share of common stock, no par value,
will be distributed for each 2 shares of common stock, no par value, held by
shareholders on the record date of January 3, 1995, effect January 14, 1995. A
resolution approving the share division was adopted by the Board of Directors of
the Corporation at its regular meeting held on the 13th day of October, 1994.

(c) The share division will not adversely affect the rights or preferences
of the holders of outstanding shares and will not result in the percentage of
authoized shares that remains unissued after the share division excluding the
percentage of authorized shares that was unissued before the share division.

(d) That there were issued and outstanding as of the record date of January
3, 1995, 7,053,457 shares of common stock without par value which are the shares
subject to the share division. As a result of the share division, in which one
share will be issued for every two (2) shares issued and outstanding, those
7,053,457 shares will be divided into 10,580,185 shares issued and outstanding.

(e) The Corporation is hreby amending its Certificate of Incorporation in
connection with the share division to increase the authorized common stock and
the authorized preferred stock as follows:

The existing "Article V(A)" is deleted in its entirety. In lieu
thereof, the following Article V(A) is added to the Certificate of
Incorporation.

"(A) The total authorized stock of the Corporation shall be 23,100,000
shares, consisting of 19,800,000 shares of common stock and 3,300,000
shares of Preferred Stock--which may be issued in one or more classes or
series. The shares of common stock shall constitute a single class and
shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series adopted by the
Board of Directors, as provided herein, may provide that shares of any
class or series shall have a specific par value per share, in which event
all of the shares of such class or series shall have the par value so
specified."

In Witness Whereof, Kenneth T. Neilson, President of HUBCO, Inc. has
executed this Certificate on behalf of HUBCO, Inc. on this 4th day of January,
1995.

HUBCO, INC.

By: /s/ KENNETH T. NEILSON
--------------------------------------
Kenneth T. Neilson, President & C.E.O.

<PAGE>

AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
HUBCO, INC.

Dated as of June 1, 1995

Pursuant to the provisions of NJSA 14A:9-4(3), the undersigned corporation
hereby certifies as follows:

1. The name of the Corporation is HUBCO, Inc. (the "Corporation").

2. The following amendment to the Corporation's Certificate of Incorporation was
approved by the Directors of the Corporation and duly adopted by the
shareholders of the Corporation at a meeting duly held on June 1, 1995:

Paragraph (A) of Article V of the Corporation's Certificate of Incorporation
is deleted in its entirety, and the following is substituted therefore:

"(A) The total authorized stock of the Corporation shall be 29,500,000
shares, consisting of 25,000,000 shares of common stock and 4,500,000 shares
of Preferred Stock which may be issued in one or more classes or series. The
shares of common stock shall constitute a single class and shall be without
nominal or par value, except that the amendment authorizing the initial
issuance of any class or series adopted by the Board of Directors, as
provided herein, may provide that shares of any class or series shall have a
specific par value per share, in which event all of the shares of such class
or series shall have the par value so specified."

3. 10,075,984 shares were entitled to vote on the amendment, 5,890,559 were
voted in favor of the amendment and 594,947 shares were voted against the
amendment.

IN WITNESS WHEREOF, the undersigned has caused the Certificate to be
executed by its duly qualified officers as of the date and year first written
above.

ATTESTED: HUBCO, INC.

- ------------------------- --------------------------
D. Lynn Van Borkulo-Nuzzo, Kenneth T. Neilson,
Executive Vice President President & C.E.O.
and Corporate Secretary

<PAGE>

AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF HUBCO, INC.
June 27, 1996

LONNA B. ROOKS
Secretary of State

HUBCO, Inc., a New Jersey Corporation, pursuant to N.J.S.A. 14A:D-4(3),
does hereby certify as follows:

(a) The name of the Corporation is: HUBCO, Inc. ("The Corporation").

(b) The Corporation is hereby amending its Certificate of Incorporation to
increase its authorized common and preferred stocks as follows:

The existing "Article V(A)" is deleted in its entirety. In lieu
thereof, the following Article V(A) is added to the Certificate of
Incorporation.

"(A) The total authorized stock of the Corporation shall be
60,000,000 shares, consisting of 50,000,000 shares of common stock
and 10,000,000 shares of preferred stock, which may be issued in one
or more classes or series. The shares of common stock shall
constitute a single class and shall be without nominal or par value.
The shares of preferred stock of each class or series shall be
without nominal or par value, except that the amendment authorizing
the initial issuance of any class or series adopted by the Board of
Directors as provided herein, may provide that shares of any class or
series shall have a specific par value per share, in which event all
of the shares of such class or series shall have the par value so
specified."

(c) At the Annual Meeting of Shareholders held on June 11, 1996 the
shareholders approved and adopted the amendment set forth herein.

13,626,663 shares were issued and outstanding and eligible to be voted
at the meeting.

12,211,266 shares were voted at the meeting.

8,464,548 shares were voted in favor of the amendment.

2,166,284 shares were voted against the amendment.

In Witness Whereof, D. Lynn Van Borkulo-Nuzzo, Executive Vice President &
Corporate Secretary has executed this Certificate on behalf of HUBCO, Inc. as
of this 11th day of June, 1996.

HUBCO, INC.

/s/ D. LYNN VAN BORKULO-NUZZO
By: --------------------------------
D. Lynn Van Borkulo-Nuzzo,
Executive Vice President and
Corporate Secretary

<ARTICLE> 9

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<FISCAL-YEAR-END> DEC-31-1996
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<CASH> 81,166
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