**Exhibit
10(s)**
 
 **HUDSON
UNITED BANCORP**
 **1999
STOCK OPTION PLAN**
 
 
 **ARTICLE
I. PURPOSE**
  The
purposes of the 1999 Stock Option Plan are (i) to attract and retain
highly-qualified executives, (ii) to align executive and stockholder long-term
interests by creating a direct link between executive compensation and
stockholder return, (iii) to enable executives of Hudson United Bancorp (the
“Corporation”) to develop and maintain stock ownership positions in the
Corporation, and (iv) to provide incentives to such executives to contribute to
the success of the Corporation. To achieve these objectives, the Plan provides
for the granting of “incentive stock options” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, and nonqualified stock
options.
  **ARTICLE
II. DEFINITIONS**
  Whenever
the following terms are used in this Plan, they shall have the meaning specified
below:
  **“Affiliate”** shall
mean the Corporation, a Subsidiary, or any employee benefit plan established or
maintained by the Corporation or a Subsidiary.
  **“Board”** shall
mean the Board of Directors of the Corporation.
  **“Cause”** shall
mean (i) the conviction of the Participant of a felony by a court of competent
jurisdiction, (ii) the indictment of the Participant by a state or Federal grand
jury of competent jurisdiction for embezzlement or misappropriation of funds of
the Corporation or for any act of dishonesty or lack of fidelity towards the
Corporation, (iii) the written confession by the Participant of any act of
dishonesty towards the Corporation or any embezzlement or misappropriation of
the Corporation’s funds, or (iv) the willful or gross neglect of the duties for
which the Participant was responsible; all as the Committee, in its sole
discretion, may determine.
  **“Change
in Control”** shall
mean the occurrence of one or more of the following events: (i) the Corporation
acquires actual knowledge that any person (as such term is used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) other than an Affiliate is or becomes
the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or
indirectly, of securities of the Corporation representing 10% or more of the
combined voting power of the Corporation’s then outstanding securities, (ii) the
first purchase of Common Stock pursuant to a tender or exchange offer (other
than a tender or exchange offer made by an Affiliate), (iii) the approval by the
Corporation’s stockholders of (a) a merger or consolidation of the Corporation
with or into another corporation (other than a merger or consolidation in which
the Corporation is the surviving corporation and which does not result in any
reclassification or reorganization of the Corporation’s then outstanding shares
of Common Stock or a change in the Corporation’s directors, other than the
addition of not more
 
 
 than
three directors), (b) a sale or disposition of all or substantially all of the
Corporation’s assets, or (c) a plan of liquidation or dissolution of the
Corporation, (iv) during any period of two consecutive calendar years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least
two-thirds thereof, unless the election or nomination for the election by the
Corporation’s stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period, or (v) a sale of (a) Common Stock of the Corporation if
after such sale any person (as defined above) other than an Affiliate owns a
majority of the Corporation’s Common Stock or (b) all or substantially all of
the Corporation’s assets (other than in the ordinary course of business).
Notwithstanding the foregoing, no Change in Control shall be deemed to have
occurred for purposes of clause (i) above if a person is or becomes the
beneficial owner, directly or indirectly, of more than 10% but less than 25% of
the combined voting power of the Corporation’s then outstanding securities if
the acquisition of all voting securities in excess of 10% was approved in
advance by two-thirds of the directors then in office.
  **“Code”** shall
mean the Internal Revenue Code of 1986, as now in effect or as hereafter
amended. (All citations to sections of the Code are to such sections as they may
from time to time be amended or renumbered.).
  **“Committee”** shall
mean the committee consisting of at least three (3) directors of the Corporation
appointed by the Board to administer the Plan pursuant to the provisions of
Article III of the Plan.
  **“Common
Stock”**  **or
“Stock”** shall
mean the common stock of the Corporation, no par value.
  **“Disability”** shall
mean permanent and total disability within the meaning of Section 105(d)(4) of
the Code.
  **“Employee”** shall
mean a common law employee (as defined in accordance with the regulations and
Revenue Rulings then applicable under Section 3401(c) of the Code) of an
Affiliate.
  **“Exchange
Act”** shall
mean the Securities Exchange Act of 1934, as amended.
  **“Incentive
Option”** shall
mean an Option whose terms satisfy the requirements imposed by Section 422 of
the Code and which is intended by the Committee to be treated as an Incentive
Option.
  **“Nonqualified
Option”** shall
mean either (i) any Option which, when granted, is not an Incentive Option, and
(ii) an Incentive Option which, subsequent to its grant, ceases to qualify as an
Incentive Option because of a failure to satisfy the requirements of Section
422(b) of the Code.
  **“Option”** shall
mean a right to purchase Common Stock which is awarded in accordance with the
terms of this Plan.
  
 **“Participant”** shall
mean an Employee who has been granted an Option under the Plan.
  **“Plan”** shall
mean the Hudson United Bancorp 1999 Stock Option Plan, as such plan may be
amended from time to time.
  **“Retirement”** shall
mean any normal or early retirement by a Participant pursuant to the terms of
any pension plan or policy of the Corporation or any Subsidiary which is
applicable to such Participant at the time of his or her Termination of
Service.
  **“Secretary”** shall
mean the corporate secretary of the Corporation.
  **“Securities
Act”** shall
mean the Securities Act of 1933.
  **“Shares”** shall
mean shares of Common Stock.
  **“Subsidiary(ies)”** shall
mean any corporation or other legal entity, domestic or foreign, more than 50%
of the voting power of which is owned or controlled, directly or indirectly by
the Corporation.
  **“Terminate
(Termination of) Service (or Termination)”** shall
mean the time at which the Participant ceases to provide services to the
Corporation as an employee, but shall not include a lapse in providing services
which the Committee determines to be a temporary leave of absence.
  **ARTICLE
III. ADMINISTRATION**
  The Plan
shall be administered by a committee (the “Committee”) selected by the Board
from among its members, which shall consist of not less than three members, each
of whom must be both (i) a “disinterested person” within the meaning of the
rules promulgated under Section 16(b) of the Exchange Act, and (ii) an “outside
director” within the meaning of Section 162(m) of the Code. The Committee shall
hold meetings at such times as may be necessary for the proper administration of
the Plan and shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum and a majority of the quorum may authorize any
action.
  Subject
to the provisions of the Plan, the Committee shall have sole authority, in its
absolute discretion: (i) to determine which of the eligible Employees of the
Corporation shall be granted Options; (ii) to grant Options; (iii) to determine
the times when Options may be granted and the number of Shares that may be
purchased pursuant to such Options; (iv) to determine the exercise price of the
Shares subject to each Option, which price shall be not less than the minimum
specified in Section 6.1; (v) to determine the time or times when each Option
becomes exercisable, the duration of the exercise period, and any other
restrictions on the exercise of Options issued hereunder; (vi) to prescribe the
form or forms of the Option agreements under the Plan; (vii) to determine the
circumstances under which the time for exercising Options should be accelerated
and to accelerate the time for
 
 
 exercising
outstanding Options; (viii) to determine the duration and purposes for leaves of
absence which may be granted to a Participant without constituting a Termination
of Service for purposes of the Plan; (ix) to adopt, amend and rescind such rules
and regulations as, in its opinion, may be advisable in the administration of
the Plan; and (x) to construe and interpret the Plan, the rules and regulations
and the Option agreements under the Plan, and to make all other determinations
deemed necessary or advisable for the administration of the Plan; provided,
however, that with respect to those eligible Employees who are not “officers” of
the Corporation, within the meaning of Section 16(b) of the Exchange Act, the
Committee may delegate to any person or persons (“Subcommittee”) all or any part
of its authority as set forth in (i) through (x) above. All references in the
Plan to the powers of a Subcommittee to act for the Committee shall be
applicable only to the extent consistent with the forgoing provision and only to
the extend consistent with the powers which have actually been delegated to it.
All decisions, determinations and interpretations of the Committee, or
Subcommittee, to the extent consistent with such delegation, shall be final and
binding.
  **ARTICLE
IV. SHARES SUBJECT TO PLAN**
  The
maximum number of Shares that may be made subject to Options granted pursuant to
the Plan is 1,000,000 (or the number and kind of Shares or other securities
which are substituted for those Shares or to which those Shares are adjusted
pursuant to the provisions of Article VIII of the Plan). The maximum number of
Shares with respect to which Options may be granted to any one person during the
term of the plan shall not exceed 250,000 (or the number and kind of Shares or
other securities which are substituted for those Shares or to which those Shares
are adjusted pursuant to the provisions of Article VIII of the Plan). The
Corporation shall reserve such number of Shares for the purposes of the Plan out
of its authorized but unissued shares, or out of Shares held in the
Corporation’s treasury, or partly out of each, as shall be determined by the
Board. No fractional Shares shall be issued with respect to Options granted
under the Plan.
  In the
event that any outstanding Option under the Plan for any reason expires, is
terminated, forfeited or is cancelled prior to the expiration date of the Plan,
the Shares called for by the unexercised portion of such Option may, to the
extent permitted by Rule 16b-3 under the Exchange Act, again be subject to an
Option under the Plan.
  **ARTICLE
V. ELIGIBILITY FOR AWARD OF OPTIONS**
  The
Committee may designate any officer of the Corporation, any group or divisional
officer, and any other key Employee of the Corporation as eligible to receive
Options under the Plan. Non-employee directors shall not be eligible to
participate in the Plan.
  **ARTICLE
VI. GRANT OF OPTIONS**
  The
Committee (or Subcommittee) may, in its sole discretion, grant Options to such
officers and key Employees of the Corporation as it determines appropriate
consistent with Article V. Options shall be evidenced by Option agreements
(which need not be identical) in such forms as the Committee may from time to
time approve.
  Option
agreements shall conform to the terms and conditions of the Plan. Such
agreements may provide that the grant of any Option under the Plan, or that
Stock acquired pursuant to the exercise of any Option, shall be subject to such
other conditions (whether or not applicable to the Option or Stock received by
any other optionee) as the Committee determines appropriate, including, without
limitation, provisions conditioning exercise upon the occurrence of certain
events or performance or the passage of time,
 
 
 provisions
to assist the optionee in financing the purchase of Stock through the exercise
of Options, provisions for forfeiture, or restrictions on resale or other
disposition, of shares acquired under the Plan, provisions giving the
Corporation the right to repurchase shares acquired under the Plan in the event
the Participant elects to dispose of such shares, and provisions to comply with
federal and state securities laws and federal and state income tax and other
payroll tax withholding requirements. Options granted under this Plan which are
intended to qualify as Incentive Options shall be specifically designated as
such in the Option agreement.
  6.1 **OPTION
PRICE.** The
exercise price for each Option granted under the Plan shall be determined by the
Committee or Subcommittee; provided, however, that it shall not be less than the
fair market value of the Stock on the date of grant. The fair market value shall
be deemed for all purposes of the Plan to be the mean between the highest and
lowest sale prices reported as having occurred on any national stock exchange
with which the Stock may be listed and traded on the date chosen to determine
such fair market value, or, if there are no such sales on that date, then on the
last preceding date on which such a sale was reported. If the Stock is not
listed on any exchange but the Stock is quoted on the National Market System of
the National Association of Securities Dealers Automated Quotation (NASDAQ)
System on a last sale basis, then the fair market value of the Stock shall be
deemed to be the mean between the high and low price reported on the date of
grant. If the Stock is not quoted on the NASDAQ on a last sale basis, then the
fair market value of the Stock shall mean the amount determined by the Board to
be the fair market value based upon a good faith attempt to value the Stock
accurately and computed in accordance with applicable regulations of the
Internal Revenue Service.
  6.2 **EXERCISABILITY
AND TERMS OF OPTIONS.** The
Committee or Subcommittee shall determine the dates after which Options may be
exercised, in whole or in part, and may establish a vesting schedule that must
be satisfied before Options may be exercised; provided, however, that no Option
may be exercisable within six months of the date it is granted. If an Option is
exercisable in installments, installments which are exercisable and not
exercised shall remain exercisable.
  Subject
to Section 6.7 in the case of Incentive Options, all Options shall have a term
of no more than ten years from the date of grant; provided, however, that upon
the Termination of Service of a Participant, Options that have not become
exercisable before the date the Participant Terminates Service shall be
forfeited and terminated immediately, unless the Committee in its sole
discretion extends the date when Options can be exercised, which may be for a
period of up to two years following the date the Participant Terminates Service
(provided that in no event may an Option be exercised following the expiration
of the stated term of such Option). Without limiting the foregoing, no Option
shall be exercisable after the date of termination, if the Termination of
Service is by the Corporation or any Subsidiary for Cause.
  If a
Participant shall Terminate Service by reason of his death or Disability, all
vested Options held by such Participant may be exercised by the Participant, his
estate or beneficiary, or his representative, as the case may be, for a period
of six months from the date of such Termination, or until the expiration of the
stated term of such Option, whichever period is shorter. If a Participant shall
Terminate Service by reason of Retirement, voluntary resignation or dismissal
without Cause, all vested Options held by such
 
 
 Participant
may be exercised for a period of sixty (60) days from the date of Termination or
until the expiration of the stated term of such Option, whichever period is
shorter, provided, however, that the Committee shall have the discretion (i)
within sixty (60) days from the date of Termination, to accelerate the vesting
of all unvested Options held by such Participant on the date of Termination, and
(ii) to extend the date when Options can be exercised, which may be for a period
of up to two years following the date the Participant Terminates Service
(provided that in no event may an Option be exercised following the expiration
of the stated term of such Option).
  In the
event of a Change In Control, any Option granted under the Plan to a Participant
which has not, as of the date of the Change In Control, become exercisable,
shall become fully exercisable.
  6.3 **NON-TRANSFERABILITY
OF OPTION RIGHTS.** No Option
shall be transferable except by will or the laws of descent and distribution,
and then shall be limited by Section 6.2. During the lifetime of the
Participant, the Option shall be exercisable only by him. Notwithstanding
anything to the contrary in this Plan, the Committee may, in its discretion,
authorize all or a portion of any Nonqualified Options heretofore granted or
hereafter to be granted to a Participant to permit a transfer without value or
for value (i.e., a sale) by such Participant to Family Members, provided that
(i) the Option agreement pursuant to which such Options are granted or an
amendment permitting transferability is approved by the Committee, and expressly
provides for transferability in a manner consistent with this Section, and (ii)
subsequent transfers of transferred Options are prohibited except by will or the
laws of descent and distribution. As used herein, the term “Family Member” means
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant’s household (other than a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity, including a
family limited partnership or limited liability company in which these persons
(or the Participant) own more than fifty percent of the voting interests.
  Following
transfer, any such Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. Provisions in the
Plan and the Option agreement applicable to an option held by a Participant upon
termination of such Participant’s employment for any reason (including death or
disability) shall be equally applicable to such options when held by a
transferee. In any permitted transfer for value, the transferee shall
acknowledge in writing to the Company that the shares to be received upon
exercise of the Option will not be registered under the federal or state
securities laws and may not be resold except pursuant to an applicable
exemption. The following transactions shall not be considered transfers for
value: (i) a transfer under a domestic relations order in settlement of marital
property rights; and (ii) a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members (or the Optionee) in
exchange for an interest in that entity.
  
 6.4 **NO
OBLIGATION TO EXERCISE OPTION.** The grant
of an Option shall impose no obligation on the Participant to exercise such
Option.
  6.5 **CANCELLATION
OF OPTIONS** . The
Committee (or Subcommittee), in its discretion, may, with the consent of any
Participant, cancel any outstanding Option.
  6.6. **NO**  **RIGHTS
AS A STOCKHOLDER.** A
Participant or a transferee of an Option shall have no rights as a stockholder
with respect to any Share covered by his Option until he shall have become the
holder of record of such Share, and he shall not be entitled to any dividends or
distributions or other rights in respect of such Share for which the record date
is prior to the date on which be shall have become the holder of record
thereof.
  6.7 **SPECIAL
PROVISIONS APPLICABLE TO INCENTIVE OPTIONS.** To the
extent the aggregate fair market value (determined as of the time the Option is
granted) of the Stock with respect to which any Options granted hereunder which
are intended to be Incentive Options may be exercisable for the first time by
the Participant in any calendar year (under this Plan or any other stock option
plan of the Corporation or any parent or Subsidiary thereof) exceeds $100,000,
such Options shall not be considered Incentive Options.
  No
Incentive Option may be granted to an individual who, at the time the Option is
granted, owns directly, or indirectly within the meaning of Section 424(d) of
the Code, stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Corporation or of any parent or Subsidiary
thereof, unless such Option (i) has an Option price of at least 110 percent of
the fair market value of the Stock on the date of the grant of such option and
(ii) cannot be exercised more than five years after the date it is
granted.
  Each
Participant who receives an Incentive Option must agree to notify the
Corporation in writing immediately after the Participant makes a disqualifying
disposition of any Stock acquired pursuant to the exercise of an Incentive
Option. A disqualifying disposition is any disposition (including any sale) of
such Stock before the later of (i) two years after the date the optionee was
granted the Incentive Option or (ii) one year after the date the Participant
acquired Stock by exercising the Incentive Option. Any transfer of ownership to
a broker or nominee shall be deemed to be a disposition unless the Participant
provides proof satisfactory to the Committee of his continued beneficial
ownership of the Stock.
  Any other
provision of the Plan to the contrary notwithstanding, no Incentive Option shall
be granted after the date which is ten years from the date this Plan is adopted,
or the date the Plan is approved by the stockholders, whichever is
earlier.
  **ARTICLE
VII. EXERCISE OF OPTION**
  Any
Option may be exercised in whole or in part at any time subsequent to such
Option becoming exercisable during the term of such Option; provided, however,
that each partial exercise shall be for whole Shares only. Each Option, or any
exercisable portion thereof, may only be exercised by delivery to the Secretary
or his office of (i) notice in writing signed by the Participant (or other
person then entitled to exercise such Option) that such Option, or a specified
portion thereof, is being exercised; (ii) payment in full for the
 
 
 purchased
Shares (as specified in Section 7.2 below); (iii) such representations and
documents as are necessary or advisable to effect compliance with all applicable
provisions of Federal or state securities laws or regulations; (iv) in the event
that the Option or portion thereof shall be exercised pursuant to Section 6.3 by
any person or persons other than the Participant, appropriate proof of the right
of such person or persons to exercise the Option or portion thereof; and (v)
full payment to the Corporation of all amounts which, under federal or state
law, it is required to withhold upon exercise of the Option.
  7.1 **SHARE
CERTIFICATES.** Upon
receiving notice and payment, the Corporation will cause to be delivered to the
Participant, as soon as practicable, a certificate in the Participant’s name for
the Shares purchased. The Shares issuable and deliverable upon the exercise of a
Stock Option shall be fully paid and non-assessable. The Corporation shall not
be required to issue or deliver any certificate or certificates for Shares
purchased upon the complete or partial exercise of the Stock Option prior to
fulfillment of (i) the completion of any registration or other qualification of
such Shares under any federal or state law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body which may be necessary or advisable and (ii) the obtaining of any approval
or other clearance from any federal or state governmental agency which may be
necessary or advisable.
  7.2 **PAYMENT
FOR SHARES.** Payment
for Shares purchased under an Option granted hereunder shall be made in full
upon exercise of the Option, by certified or bank cashier’s check payable to the
order of the Corporation or, unless otherwise prohibited by the terms of an
Option agreement, by one or more of the following: (i) in the form of
unrestricted Shares already owned by the Participant based in any such instance
on the fair market value of the unrestricted Shares on the date the Option is
exercised; provided, however, that, in the case of an Incentive Option, the
right to make a payment in the form of already owned Shares may be authorized
only at the time the Option is granted; (ii) by delivering a properly executed
exercise notice to the Corporation, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Corporation the amount of
sale or loan proceeds to pay the purchase price; (iii) by a combination thereof,
in each case in the manner provided in the Option agreement; or (iv) by any
other means acceptable to the Corporation. To facilitate the foregoing, the
Corporation may enter into agreements for coordinated procedures with one or
more brokerage firms. To the extent the Option exercise price may be paid in
Shares as provided above, Shares delivered by the Participant may be (i) Shares
which were received by the Participant upon exercise of one or more Incentive
Options, but only if such Shares have been held by the Participant for at least
the greater of (a) two years from the date the Incentive Options were granted or
(b) one year after the transfer of Shares to the Participant, or (ii) Shares
which were received by the Participant upon exercise of one or more Nonqualified
Options, but only if such Shares have been held by the Participant for at least
six months.
  7.3 **SHARE
WITHHOLDING.** The
Committee shall require that a Participant pay to the Corporation, at the time
of exercise of a Nonqualified Option, such amount as the Committee deems
necessary to satisfy the Corporation’s obligation to withhold federal or state
income or other taxes incurred by reason of the exercise or the transfer of
Shares thereupon. A Participant may satisfy such withholding requirements by
having the Corporation withhold from the number of Shares otherwise issuable
upon exercise of the Option that number of shares having an aggregate fair
market value on the date of exercise equal to the minimum amount required by law
to be withheld; provided, however, that in the case of
 
 
 an
exercise by a Participant subject to Section 16(b) of the Exchange Act, the
Participant must (i) exercise the Option during the period beginning on the
third business day following the date of release to the press of the quarterly
or annual summary of earnings for the Corporation, and ending on the twelfth
business day following such date, or (ii) irrevocably elect to utilize Share
withholding at least six months prior to the date of exercise.
  **ARTICLE
VIII. ADJUSTMENT FOR RECAPITALIZATION, ETC.**
  The
aggregate number of Shares which may be purchased pursuant to Options granted,
the number of Shares covered by each outstanding Option, and the price per share
thereof in each such Option shall be appropriately adjusted for any increase or
decrease in the number of outstanding Shares resulting from a stock split or
other subdivision or consolidation of Shares or for other capital adjustments or
payments of stock dividends or distributions, other increases or decreases in
the outstanding Shares effected without receipt of consideration by the
Corporation, or reorganization, merger or consolidation, or other similar change
affecting the Shares.
  Such
adjustment to an Option shall be made without a change to the total price
applicable to the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of Share quantities or prices).
Any such adjustment made by the Committee shall be final and binding upon all
Participants, the Corporation, their representatives, and all other interested
persons. No fractional Shares shall be issued as a result of such
adjustment.
  In the
event of a Change in Control involving (i) the liquidation or dissolution of the
Corporation, (ii) a merger or consolidation in which the Corporation is not the
surviving corporation or (iii) the sale or disposition of all or substantially
all of the Corporation’s assets, provision shall be made in connection with such
transaction for the assumption of Options theretofore granted under the Plan, or
the substitution for such Options of new options of the successor corporation,
with appropriate adjustment as to the number and kind of Shares and the purchase
price for Shares thereunder, or, in the discretion of the Committee, the Plan
and the Options issued hereunder shall terminate on the effective date of such
transaction if appropriate provision is made for payment to the Participant of
an amount in cash equal to the fair market value of the Options less the
exercise price for such Options.
  **ARTICLE
IX. GOVERNMENT REGULATIONS AND**
  **REGISTRATION
OF SHARES**
  The Plan,
and the grant and exercise of Options thereunder, and the Corporation’s
obligation to sell and deliver stock under such Options, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may be required.
  Each
Option is subject to the requirement that if, at any time, the Committee
determines, in its absolute discretion, that the listing, registration or
qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or NASDAQ or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance of Shares, no Shares shall be
issued, in whole or in part, unless such listing, registration,
 
 
 qualification,
consent or approval has been effected or obtained, free of any conditions not
acceptable to the Committee. The Corporation shall not be deemed, by reason of
the granting of any Option, to have any obligation to register the Shares
subject to such Option under the Securities Act or to maintain in effect any
registration of such Shares which may be made at any time under the Securities
Act.
  Unless a
registration statement under the Securities Act and the applicable rules and
regulations thereunder is then in effect with respect to Shares issued upon
exercise of any Option (which registration shall not be required), the
Corporation shall require that the offer and sale of such shares be exempt from
the registration provisions of said Act. In furtherance of such exemption, the
Corporation may require, as a condition precedent to the exercise of any Option,
that the person exercising the Option give to the Corporation written
representation and undertaking, satisfactory in form and substance to the
Corporation, that he is acquiring the Shares for his own account for investment
and not with a view to the distribution or resale thereof and otherwise
establish to the Corporation’s satisfaction that the offer or sale of the Shares
issuable upon exercise of the Option will not constitute or result in any breach
or violation of the Securities Act or any similar state act or statute or any
rules or regulations thereunder. In the event a Registration Statement under the
Securities Act is not then in effect with respect to the Shares issued upon
exercise of an Option, the Corporation shall place upon any stock certificate an
appropriate legend referring to the restrictions on disposition under the
Act.
  The
Corporation is relieved from any liability for the non-issuance or non-transfer
or any delay in issuance or transfer of any Shares subject to Options under the
Plan which results from the inability of the Corporation to obtain, or in any
delay in obtaining, from any regulatory body having jurisdiction, all requisite
authority to issue or transfer Shares upon exercise of the Options under the
Plan if counsel for the Corporation deems such authority necessary for lawful
issuance or transfer of any such Shares. Appropriate legends may be placed on
the stock certificates evidencing Shares issued upon exercise of Options to
reflect such transfer restrictions.
  **ARTICLE
X. OTHER PROVISIONS**
  The
validity, interpretation and administration of the Plan and any rules,
regulations, determinations or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with the laws of the State of New
Jersey.
  As used
herein, the masculine gender shall include the feminine gender.
  The
headings in the Plan are for reference purposes only and shall not affect the
meaning or interpretation of the Plan.
  All
notices or other communications made or given pursuant to this Plan shall be in
writing and shall be sufficiently made or given if hand-delivered or mailed by
certified mail, addressed to any Participant at the address contained in the
records of the Corporation or to the Corporation at its principal
office.
  
 The
proceeds received from the sale of Shares pursuant to the Plan shall be used for
general corporate purposes.
  Nothing
in the Plan or in any Option granted hereunder shall confer on any Participant
or eligible Employee any right to continue in the employ of the Corporation or
any of its Subsidiaries, or to interfere in any way with the right of the
Corporation or any of its Subsidiaries to terminate such Participant’s or
Employee’s employment at any time.
  The Plan
is intended to comply with Rule 16b-3 promulgated under the Exchange Act, and
the Committee shall interpret and administer the provisions of the Plan or any
Option in a manner consistent therewith. Any provisions inconsistent with such
Rule shall be inoperative and shall not affect the validity of the
Plan.
  All
expenses and costs incurred in connection with the operation of the Plan shall
be borne by the Corporation.
  The
adoption of this Plan shall not affect any other compensation or incentive plans
in effect for the Corporation. Nothing in this Plan shall be construed to limit
the right of the Corporation (i) to establish, alter or terminate any other
forms of incentives, benefits or compensation for Employees of the Corporation,
including, without limitation, conditioning the right to receive other
incentives, benefits or compensation on an Employee not participating in this
Plan; or (ii) to grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of the business, stock, or
assets of any corporation, firm or association.
  Participants
shall have no rights as shareholders unless and until certificates for Shares
are registered in their names in satisfaction of a properly exercised
Option.
  If the
Committee or Subcommittee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim therefore has been made by a duly appointed legal
representative), may, if the Committee or Subcommittee so directs the
Corporation, be paid to his spouse, child, relative, an institution maintaining
or having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such person otherwise entitled to payment.
Any such payment shall be a complete discharge of the liability of the Committee
and the Corporation therefore.
  **ARTICLE
XI. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN**
  The Plan
is effective as of April 21, 1999, subject to approval by the stockholders of
the Corporation in a manner which complies with Section 422 of the Code and
applicable NASDAQ or national stock exchange listing rules. The expiration date
of the Plan, after which no Option may be granted hereunder, shall be April 21,
2009.
  
 **ARTICLE
XII. AMENDMENT OR DISCONTINUANCE OF PLAN**
  The Board
may, without the consent of the Corporation’s stockholders or Participants under
the Plan, at any time terminate the Plan entirely, and at any time or from time
to time amend or modify the Plan, provided that no such action shall adversely
affect Options theretofore granted hereunder without the Participant’s consent,
and provided further that no such action by the Board, without approval of the
stockholders, may (i) increase the total number of Shares which may be purchased
or acquired pursuant to Options granted under the Plan, either in the aggregate
or for any Participant or eligible Employee, except as contemplated in Article
VIII; (ii) expand the class of employees eligible to receive Options under the
Plan; (iii) decrease the minimum Option price; or (iv) extend the maximum term
of Options granted hereunder.
  No
amendment or modification may become effective if it would cause the Plan to
fail to meet the applicable requirements of Rule 16b-3. Notwithstanding anything
herein to the contrary, no provision of the Plan shall be amended more than once
in any six month period, other than to comport with changes in the Code, the
Exchange Act or the rules thereunder.
  **ARTICLE
XIII. SHAREHOLDER APPROVAL**
  Anything
in the Plan to the contrary notwithstanding, the grant of Options hereunder
shall be of no force or effect, and no Option granted hereunder shall vest or
become exercisable in any respect, unless and until the Plan is approved by the
affirmative vote of a majority of the votes cast at a meeting a shareholders of
the Corporation within 12 months after the plan is adopted by the
Board.
  As
adopted by the Salary and Personnel Committee of the Board of Directors of
Hudson United Bancorp on February 27, 1999 and the Board of Directors of Hudson
United Bancorp on February 27, 1999.