CERTIFICATE OF INCORPORATION

                                       OF

                                  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

     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

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

                                       18

<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.

                                       20


<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


                                       21