HUBCO SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN

      Effective as of January 1, 1996, HUBCO, Inc. (the "Company") hereby
establishes the HUBCO Supplemental Employees' Retirement Plan (the "Plan"). The
Plan is intended to constitute an unfunded pension plan maintained primarily for
a select group of management or highly compensated employees which is exempt
from Parts 2, 3, and 4 of Title I of the Employee Retirement Income Security Act
of 1974, as amended. The Plan makes up the amount of the accrued benefits which
cannot be provided under the Employee's Retirement Plan of HUBCO, Inc. (the
"Pension Plan") as a result of the limitations on the amount of compensation
which can be taken into account under Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the "Code") and the amount of benefits which may be
paid by the Pension Plan under Section 415 of the Code. The Plan is not a
qualified plan under the Code and benefits are paid by the Employer out of its
general assets when due.


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                                    ARTICLE I

                                   Definitions

      1.1 "Actuarial Equivalent" means an amount or benefit of equal value based
on the interest rates and mortality tables under the Pension Plan at the time a
determination is being made.

      1.2 "Board of Directors" means the Board of Directors of HUBCO, Inc.

      1.3 "Company" means HUBCO, Inc.

      1.4 "Compensation Committee" means the Compensation Committee of the Board
of Directors.

      1.5 "Eligible Employee" means any person employed by the Employer who is a
participant in the Pension Plan and whose vested benefits payable under the
Pension Plan are subject to the Section 401(a)(17) Limitation or the Section 415
Limitation in any Plan Year.

      1.6 "Employer" shall mean the Company, any successor thereto, and any
member of the controlled group of corporations which includes the Company which
adopts the Plan with the consent of the Board of Directors.

      1.7 "Member" means an Eligible Employee who becomes a Member pursuant to
Article II.

      1.8 "Normal Retirement Date" means the Normal Retirement Date as defined
in the Pension Plan.

      1.9 "Pension Administration Committee" means the Pension Administration
Committee created by the Board of Directors, and any successor thereto.

      1.10 "Pension Plan" means the Employee's Retirement Plan of HUBCO, Inc.

      1.11 "Pension Plan Benefit" means the aggregate annual retirement benefit
payable to or on account of a Member from the Pension Plan.


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      1.12 "Plan" means this HUBCO Supplemental Employees' Retirement Plan, as
set forth herein, as amended from time to time.

      1.13 "Plan Year" means each twelve (12) consecutive month period
commencing each January 1 and ending on the following December 31.

      1.14 "Section 401(a)(17) Limitation" means the limit on the amount of
compensation which can be taken into account under Section 401(a)(17) of the
Code, as adjusted from time to time by the Secretary of Treasury, for purposes
of computing the accrued benefits which can be paid from the Pension Plan.

      1.15 "Section 415 Limitation" means the limitation under Section 415 of
the Code on annual benefits payable from the Pension Plan.

      1.16 "SERP Benefit" shall mean the annual retirement benefit payable
pursuant to the terms of this Plan.

      1.17 "Years of Service" means Years of Service as defined under the
Pension Plan.

      1.18 For purposes of this Plan, unless the context requires otherwise, the
masculine includes the feminine, the singular the plural, and vice-versa. Any
reference to a "Section" or "Article" shall mean the indicated section or
article of this Plan unless otherwise specified.

                                   ARTICLE II

                                  Participation

      An Eligible Employee shall become a Member upon appointment by the
Compensation Committee.


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                                   ARTICLE III

                                  SERP Benefit

      3.1 Amount of SERP Benefit

      Each Member who qualifies for a normal, early or deferred Pension Plan
Benefit under the Pension Plan shall be entitled to a SERP Benefit provided that
he is credited with at least five Years of Service on the date of his
retirement. The amount of a Member's SERP Benefit shall be equal to the
difference between (a) and (b) as follows:

            (a) the amount of the Member's Pension Plan Benefit, expressed as a
            straight life annuity with no ancillary benefits, which would have
            been payable to the Member under the Pension Plan absent the Section
            401(a)(17) and Section 415 Limitations; minus

            (b) the Member's Pension Plan Benefit, expressed as a straight life
            annuity with no ancillary benefits.

For purposes of computing the Member's Pension Plan Benefit under Section 3.1(a)
above, Compensation as defined in the Pension Plan shall be modified to include
one-third (1/3) of the incentive compensation paid to the Member by the
Employer.

      3.2 Benefits Upon Reemployment

      If a Member is rehired after he is entitled to a SERP Benefit, his SERP
Benefit shall not be paid during such period of reemployment prior to Normal
Retirement Date, but shall commence or resume not sooner than the first day of
the month following his subsequent retirement or separation. The SERP Benefit
payable after his subsequent retirement or separation shall be the benefits
earlier applicable, plus any additional benefits computed in accordance with
Section 3.1 insofar as additional employment entitled him to additional
benefits.


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                                   ARTICLE IV

                                     Vesting

      A Member shall become vested in his SERP Benefit in accordance with the
same schedule and rules as are applicable in determining when he becomes vested
in his Pension Plan Benefit.

                                    ARTICLE V

                                 Death Benefits

      5.1 Death Prior to SERP Benefit Commencement

      If the Member dies prior to commencement of the SERP Benefit, the Member's
Beneficiary shall be entitled to a survivor annuity which is equal to the SERP
Benefit the Member would have received if he retired the day prior to his death
and elected a single life annuity form of payment under the Pension Plan. In the
Member's death occurs prior to the date the Member would have been eligible for
Early Retirement under the Pension Plan, the Member's Pension Plan Benefit for
purposes of Section 3.1(b) shall be actuarially reduced based on the interest
rate and mortality tables specified in the Pension Plan for the period of time
prior to the Member's attainment of age 55. Such SERP Benefit shall be payable
to the Beneficiary until the death of the Member's Beneficiary.

      5.2 Death After SERP Benefit Commencement

      If the Member dies after commencement of SERP Benefits, the Member's
Beneficiary shall receive a 100% survivor annuity equal to the SERP Benefit the
Member had been receiving. The survivor annuity shall be payable until the date
of the Beneficiary's death. Each Member shall designate a Beneficiary to receive
the SERP Benefit. The Member's Beneficiary designation for 


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purposes of the Pension Plan shall not be controlling with respect to the
designation of Beneficiary hereunder. In the event the Member fails to designate
a Beneficiary, the SERP Benefit shall be payable to the Member's surviving
spouse, if any, or if no spouse survives the Member, the Actuarial Equivalent of
the SERP Benefit shall be payable to the Member's estate.

                                   ARTICLE VI

                                 Form of Payment

      6.1 Time of Payment

      Payment of a Member's SERP Benefit under Article III of this Plan will
commence at the same time as the Member's Pension Plan Benefit under the Pension
Plan. In the event the Member retires prior to reaching his Normal Retirement
Date, his SERP Benefit shall be reduced in accordance with the reduction factors
specified in the Pension Plan for Early Retirement.

      6.2 Form of Payment

      The Member's SERP Benefit shall be paid in a single life annuity.

                                   ARTICLE VII

                                 Administration

      7.1 Pension Administration Committee

      The Pension Administration Committee shall supervise the daily management
and administration of the Plan. The members of the Pension Administration
Committee shall serve without compensation.


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      7.2 Responsibilities and Powers of the Pension Administration Committee

      The Pension Administration Committee shall have the responsibility:

            (a) To administer the Plan in accordance with the terms hereof, and
to exercise all powers specifically conferred upon the Pension Administration
Committee hereby or necessary to carry out the provisions thereof.

            (b) To construe this Plan, which construction shall be conclusive,
correct any defects, supply omissions, and reconcile inconsistencies to the
extent necessary to effectuate the Plan.

            (c) To keep all records relating to Members of the Plan and such
other records as are necessary for proper operation of the Plan.

      7.3 Operation of the Pension Administration Committee

      In carrying out the Pension Administration Committee's functions
hereunder:

            (a) The Pension Administration Committee may adopt rules and
regulations necessary for the administration of the Plan and which are
consistent with the provisions hereof.

            (b) All acts and decisions of the Pension Administration Committee
shall be approved by a majority of the members of the Pension Administration
Committee and shall apply uniformly to all Members in like circumstances.
Written records shall be kept of all acts and decisions.

            (c) The Pension Administration Committee may authorize one or more
of its members to act on its behalf. The Pension Administration Committee may
also delegate, in writing, any of its responsibilities and powers to an
individual(s) who is not a Pension Administration Committee member.


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            (d) The Pension Administration Committee shall have the right to
hire, at the expense of the Employer, such professional assistants and
consultants as it, in its sole discretion, deems necessary or advisable,
including, but not limited to, accountants, actuaries, consultants, counsel and
such clerical assistance as is necessary for proper discharge of its duties.

      7.4 Indemnification

      In addition to any other indemnification that a fiduciary, including but
not limited to a member of the Pension Administration Committee or Compensation
Committee, is entitled to, the Employer shall indemnify such fiduciary from all
claims for liability, loss or damage (including payment of expenses in
connection with defense against such claim) arising from any act or failure to
act which constitutes a breach of such individual's fiduciary responsibilities
with respect to this Plan under any aspects of the law.

                                  ARTICLE VIII

                                  Miscellaneous

      8.1 Benefits Payable by the Employer

      All benefits payable under this Plan constitute an unfunded obligation of
the Employer. Payments shall be made, as due, from the general funds of the
Employer. The Employer, at its option, may maintain one or more bookkeeping
reserve accounts to reflect its obligations under the Plan and may make such
investments as it may deems desirable to assist it in meeting with obligations.
Nothing contained in this Section 8.1 shall limit the ability of the Employer to
pay benefits hereunder through a Rabbi Trust. Any such investments shall be
assets of the Employer subject to 


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claims of its general creditors. No person eligible for a benefit under this
Plan shall have any right, title to interest in any such investments.

      8.2 Amendment or Termination

      (a) The Board of Directors reserves the right to amend, modify, or restate
or terminate the Plan; provided, however, that no such action by the Board of
Directors shall reduce a Member's SERP Benefit accrued as of the time thereof.
The provisions of this Section prohibiting an action by the Board of Directors
which would reduce a Member's accrued SERP Benefit cannot be amended without the
consent of all Members (including those who have retired). Any amendment to the
Plan shall be made in writing by the Board of Directors, with or without a
meeting, or shall be made in writing by the Pension Administration Committee or
Compensation Committee, to the extent that Board of Directors has specifically
delegated the authority to make such amendment to the Plan the Pension
Administration Committee or Compensation Committee.

      (b) This Plan constitutes the entire Agreement of the Company with respect
to the provision of SERP Benefits and can not be modified orally or in any
writing other than a resolution pursuant to the provisions of Section 8.2(a).

      (c) If the Plan is terminated, a determination shall be made of each
Member's SERP Benefit as of the Plan termination date (determined in accordance
with Section 8.2(a)). The amount of such benefit shall be payable to the Member
in a single lump sum during the thirty day period following the Plan's
termination. The lump sum payment shall be actuarially equivalent to the SERP
Benefit determined as of the Plan termination date. In the event the termination
of the Plan occurs prior to the date the Member would be eligible for Early
Retirement under the Pension Plan, the Member's Pension Plan Benefit for
purposes of Section 3.1(b) shall be actuarially reduced 


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based on the interest rate and mortality tables specified in the Pension Plan
for the period of time prior to the Member's attainment of age 55.

      8.3 Status of Employment

      Nothing herein contained shall be construed as conferring any rights upon
any Member or any person for a continuation of employment, nor shall it be
construed as limiting in any way the right of the Employer to discharge any
Member or to treat him without regard to the effect which such treatment might
have upon him as a Member of the Plan.

      8.4 Payments to Minors and Incompetents

      If a Member or beneficiary entitled to receive any benefit hereunder is a
minor or is deemed by the Pension Administration Committee or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits, they
will be paid to the duly appointed guardian of such minor or incompetent or to
such other legally appointed person as the Pension Administration Committee
might designate. Such payment shall, to the extent made, be deemed a complete
discharge of any liability for such payment under the Plan.

      8.5 Inalienability of Benefits

      The right of any person to any benefit or payment under the Plan shall not
be subject to voluntary or involuntary transfer, alienation or assignment, and,
to the fullest extent permitted by law, shall not be subject to attachment,
execution, garnishment, sequestration or other legal or equitable process. In
the event a person who is receiving or is entitled to receive benefits under the
Plan attempts to assign, transfer or dispose of such right, or if an attempt is
made to subject said right to such process, such assignment, transfer or
disposition shall be null and void.


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      8.6 Governing Law

      Except to the extent pre-empted by federal law, the provisions of the Plan
will be construed according to the laws of the State of New Jersey.