October 2, 1995

Richard Linhart
209 Burns Lane
Williamsburg, VA 23185

Dear Mr. Linhart:

     The Board of Directors of HUBCO, INC. ("Hubco") has determined that it is
in the best interests of Hubco and its subsidiary bank, Hudson United Bank (the
"Bank") for Hubco and the Bank (collectively, the "Corporation") to agree, as
provided herein, to pay you termination compensation in the event you should
leave the employ of the Corporation under the circumstances described below.

     The Board recognizes that the continuing possibility of a change of control
(as hereafter defined) of the Corporation is unsettling to you and other senior
executives. Therefore, these arrangements are being made to help assure
continuing dedication by you to your duties to the Corporation notwithstanding
the threat or occurrence of a change of control. The Corporation believes that,
consequently, these arrangements will inure to the benefit of the Corporation.
In particular, the Board believes it important, should the Corporation receive
proposals from third parties with respect to its future, to enable you, without
being influenced by the uncertainties of your own situation, to assess and
advise the Board whether such proposals would be in the best interests of the
Corporation and its shareholders and to take such other action regarding such
proposals as the Board might determine to be appropriate. The Board also wishes
to demonstrate to executives of the Corporation that the Corporation is
concerned with the welfare of its executives and intends to see that loyal
executives are treated fairly.

     In view of the foregoing and in further consideration of your continued
employment with the Corporation, the Corporation will promptly pay you as
termination compensation a lump sum amount, without any offset, determined as
provided below, in the event that within two (2) years after any change of
control of the Corporation your employment with the Corporation is terminated by
the Corporation for any reason, other than your death, permanent disability, or
for cause (as hereafter defined). Moreover, you will also be entitled to the
same lump sum termination compensation again without any offset, in the event
within two (2) years after any change of control of the Corporation you resign
from your employment with the Corporation for good reason (as hereafter
defined).

     The lump sum compensation so payable shall be equal to one times the
highest annual W-2 compensation which was reported during the three years
preceding your termination or resignation (but in no event may such lump sum,
plus the cost to the Corporation of the benefits provided

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                                       2

below and other vesting benefit accelerations (such as an acceleration in
vesting for restricted stock awards) included in the calculation of parachute
payments, equal or exceed three times your average annual W-2 compensation
during the five years preceding your termination or resignation, all calculated
in accordance with and intended to avoid the penalties for excess parachute
payments under the provisions of Section 280G of the Internal Revenue Code of
1986).

     In addition, in the event your employment with the Corporation so
terminates within two (2) years after such a change of control of the
Corporation, then for a one year period following such termination of employment
you will be entitled (at the Corporation's expense) to continue to participate
(under the terms in effect prior to the termination of your employment) in the
benefits offered under the Corporation's medical, hospitalization, life
insurance and disability plans, subject to any limitations on such participation
provided by such plans and provided that you shall not be entitled to continue
such participation beyond your normal retirement date. In the event
participation in any such plan is so limited, the Corporatiion will provide you
during such period with equivalent benefits.

     In the event of termination of employment under the circumstances described
above within two (2) years after a change of control, you also shall be entitled
to purchase from the Corporation the automobile then assigned to you by the
Corporation for your use at its then book value determined in accordance with
customary policies.

     For the purpose of this agreement, a "change of control" means the
execution by Hubco of any formal agreement relating to (a) any merger or
consolidation, plan of acquisition or plan of exchange of Hubco with or into, or
any sale, lease, exchange, transfer or other disposition outside of the ordinary
course of business of all or substantially all of the assets of Hubco to, any
other person or group of persons acting in concert, except (i) with respect to
any such transaction, a change of control shall not be deemed to have occurred
if the formal agreement is terminated or the transaction is otherwise not
consummated for any reason, (ii) with respect to any merger, consolidation, plan
of acquisition or plan of exchange, a change of control shall not be deemed to
have occurred if following such transaction the persons who were directors of
Hubco immediately prior to entering into such agreement constitute a majority of
the Board of Directors of the surviving public corporation after such
transaction, and (iii) with respect to any such transaction, a change of control
shall not be deemed to have occurred if the transaction was ordered or arranged
by any bank regulatory agency, (b) the acquisition by any person or group of
persons acting in concert of beneficial ownership of 35% or more of any class
voting securities of Hubco; or (c) the acquisition by any person or group of
persons acting in concert, directly or indirectly, through the use of proxies or
otherwise, of the ability to elect or appoint a majority of the Board of
Directors of Hubco with the passage of time. "Person" means any individual,
partnership, firm, corporation, association, trust, unincorporated organization
or other entity, as well as any Group of Persons Acting in Concert. "Group of
Persons Acting in Concert" means a group of persons who (a) knowingly
participate in a joint activity or conscious parallel action towards a common
goal, whether or not pursuant to an express agreement; or (b) combine or pool
voting or other

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                                       3

interests in the securities or an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other arrangement, whether
written or otherwise.

     For the purpose of this agreement, you shall have "good reason" to resign
within two (2) years following any change of control if any of the following
occurs without your prior written consent, (i) you are assigned a title,
position, duties or responsibilities inconsistent with your title, position,
duties or responsibilities immediately prior to the change of control; (ii) your
annual base salary is decreased (unless the Corporation is acquired by another
bank or bank holding company and such decrease is consistently applied to all
officers of the acquiring institution as well) or you are not awarded salary
increases or bonuses consistent with the salary increases or bonuses provided to
you before the change in control; (iii) you are deprived of or required to pay
more for any benefits made available to you immediately prior to the change of
control, such as the use of a company owned car, hospital and medical benefit
plans, restricted stock awards, pension benefits or reimbursement for business
expenses (unless any such changes are applied to all officers of the Corporation
generally); or (iv) following your request after a change of control for written
confirmation that the Corporation (or its successor) agrees to perform its
obligations hereunder, the Corporation fails to provide you with such
reassurance within 15 days.

     For purposes of this agreement, "cause" shall mean your willful and
repeated significant actions or omissions against the best interests of the
Corporation after written notice to refrain from such action, or conviction for
a crime other than any traffic or parking violation.

     This agreement shall terminate on December 31, 1998 unless prior to such
date there has been a change of control. This agreement shall not effect any
rights of the Corporation or you prior to a change of control and prior to any
change of control your employment may be terminated for any reason without
triggering your rights hereunder and following such termination this agreement
shall cease.

     You shall not be required to mitigate any payments provided for hereunder
by seeking other employment, nor shall any payment be reduced by any
compensation earned as the result of other employment after the date of
termination. However, with regard to benefits only, the Corporation need not
continue to pay for benefits if you receive substantially similar benefits from
any new employment.

     Following any termination of your employment, you shall retain in
confidence any confidential information known to you concerning the Corporation
and its business so long as such information is not publicly disclosed.

     This Agreement shall be binding upon and inure to the benefit of you, your
estate and the Corporation and any successor of the Corporation, but neither
this Agreement nor any rights arising hereunder may be assigned or pledged by
you.

     For purposes of this Agreement, all references to the Corporation shall
include and refer to both the Corporation and the Bank. This Agreement shall be
construed in accordance with the


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                                       4

laws of the State of New Jersey. If after 30 days' written notice given to
the Corporation identifying any failure of the Corporation to honor any portion
of this agreement, the Corporation fails to pay you the compensation, or provide
you the benefits due under this agreement, you shall be entitled to recover from
the Corporation all of your legal fees and expenses incurred in connection with
the successful enforcement of the terms of this agreement.

     If you are in agreement with the foregoing, please so indicate by signing
and returning to Hubco the enclosed copy of this letter, whereupon this letter
shall constitute a binding agreement between you and the Corporation, which may
not be amended, canceled or supplemented except in a writing signed by the
parties hereto.

 
                                       Very truly yours,

                                       HUBCO, INC.

                                       BY: /s/ KENNETH T. NEILSON
                                           -------------------------------------
                                           Kenneth T. Neilson, President & CEO


                                       BY: /s/ JAMES SCHIERLOH
                                           -------------------------------------
                                           James Schierloh, Chairman



                                       HUDSON UNITED BANK

                                       BY: /s/ KENNETH T. NEILSON
                                           -------------------------------------
                                           Kenneth T. Neilson, President & CEO


                                       BY: /s/ JAMES SCHIERLOH
                                           -------------------------------------
                                           James Schierloh, Chairman


AGREED TO AND ACCEPTED:

/s/ RICHARD LINHART
-----------------------------------
    Richard Linhart