HUBCO, Inc.
                             Union City, New Jersey

                                 REVISED BYLAWS

                        Adopted by the Board of Directors
                                 March 14, 1995

ARTICLE I -- SHAREHOLDERS MEETINGS

1. ANNUAL MEETING -- The Annual Meeting of Shareholders for the election of
   directors and such other business as may properly come before the meeting
   shall be held within 30 days of March 31st (either before or after) on such
   date, time and at such place each year as may be set by vote of the Board.
   The meeting shall be held upon not less than ten nor more than 60 days
   written notice of the date, time, place and purpose of the meeting.

2. SPECIAL MEETINGS -- A special meeting of shareholders may be called for any
   purpose by the Chairman of the Board, the President or the Board of
   Directors. A special meeting shall be held upon not less than ten nor more
   than sixty day written notice of the time, place and purposes of the meeting.

3. ACTION WITHOUT MEETING -- The shareholders may act without meeting by written
   consent or consents pursuant to N.J.S. 14A:5-6. Such written consent or
   consents shall be filed in the minute book.

4. QUORUM -- A majority of the outstanding common stock represented in person or
   by proxy shall constitute a quorum at any meeting of shareholders. Less than
   a quorum may adjourn any meeting, and the meeting may be held, as adjourned
   without further notice.

5. SHAREHOLDER ACTION -- A majority of the votes cash shall decide every
   question or matter submitted to the shareholders at any meeting, unless
   otherwise provided by law or by the certificate of incorporation.

6. RECORD DATE -- The Board of Directors shall fix a record date for each
   meeting of shareholders and for other corporate action for purposes of
   determining the shareholders of the Corporation who are entitled to: (i)
   notice of or to vote at any meeting of shareholders; (ii) give a written
   consent to any action without a meeting: or (iii) receive payment of any
   dividend, distribution, or allotment of any right. The record date shall not
   be more than sixty days nor less than ten days prior to the shareholders
   meeting, or other corporate action or event to which it relates.



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7. MAILING OR DELIVERING NOTICE -- Shareholders shall be under duty to notify
   the Secretary of the Corporation of any change in their address. All notices,
   dividends or distributions to which a shareholder is entitled shall be mailed
   to the most recent address listed for each shareholder on the books of the
   Corporation.

8. INSPECTORS OF ELECTION -- Every election of directors shall be managed by an
   inspector, who shall be appointed by the Board of Directors. The inspector of
   election shall tabulate the proxies and ballots for the election of directors
   and, after the election, shall file with the secretary of the meeting a
   certificate under their hands, certifying the result thereof and the names of
   the directors elected. The inspector of election, at the request of the Board
   of Directors or Chairman of the meeting, shall act as tellers of any other
   vote by ballot taken at such meeting, and shall certify the result thereof.

9. PROXIES -- Shareholders may vote at any meeting of the shareholders by
   proxies duly authorized in writing.

ARTICLE II -- DIRECTORS

1. BOARD OF DIRECTORS -- The Board of Directors (the "Board") shall have power
   to manage and administer the business and affairs of the Corporation. Except
   as expressly limited by law, all powers of the Corporation shall be vested
   and may be exercised by the Board.

2. NUMBER AND TERM OF OFFICE -- The number of directors shall be not less than
   five and not more than twenty-five. The exact number shall be determined by
   the Board. Directors shall be divided into three classes, as nearly equal in
   number as possible. Directors of one of the classes shall be elected by the
   shareholders at each annual meeting, and the directors so elected shall hold
   office until the third succeeding annual meeting of shareholders and until
   their successors shall have been elected and qualified. If the Board changes
   the number of directors constituting a full Board, the new number shall be
   apportioned as nearly equally as possible among the three classes, provided
   that no director's term of office may be shortened by his or her being
   reassigned to another class, and provided further that new directors may be
   elected to terms shorter than three years if necessary, to keep the classes
   of equal or nearly equal size. The Board shall have the right to increase the
   number of directors between annual meetings and to fill vacancies so created
   and other vacancies occurring for any reason, provided that vacancies caused
   by increasing the number of directors shall be apportioned as nearly equally
   as possible among the three classes of directors, and provided further that
   directors appointed by the Board to fill vacancies occurring for any reason
   shall serve only until the next annual meeting of shareholders (and until
   their


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   successors shall have been elected and qualified) at whic time the balance of
   their terms, if any, shall be filled by directors elected by the
   shareholders. (revised January 18, 1984).

3. REGULAR MEETINGS -- A regular meeting of the Board shall be held without
   notice immediately following and at the same place as the annual
   shareholders' meeting for the purpose of electing officers and conducting any
   other business as may come before the meeting. The Board shall hold a regular
   meeting on the second and fourth Tuesday of each month but any regular
   meeting may be held on such other day as the Board by resolution may
   designate. Any regular meeting may be omitted entirely. All regular meetings
   may be held without notice to any director, except that a forth different or
   additional regular meeting dates shall be entitled to notice of those
   meetings.

4. SPECIAL MEETINGS -- A special meeting of the Board may be called for any
   purpose at any time by the Chairman of the Board, the President or by five
   directors. The meeting shall be held upon such notice as is reasonable under
   the circumstances, but if the meeting is not called by the Chairman or the
   President then upon not less than one day notice if given orally (either by
   telephone or in person), or upon not less than two days notice if given by
   telegraph or by mail to the business or residence address of each director.
   The notice shall specify the time and place of the meeting.

5. ACTION WITHOUT MEETING -- The Board may act without a meeting if, prior or
   subsequent to the action, each member of the board shall consent in writing
   to the action. The written consent or consent or consents shall be filed in
   the minute book.

6. QUORUM -- A majority of the directors shall constitute a quorum at any
   meeting, except when otherwise provided by law or these bylaws. However, a
   smaller number may adjourn any meeting and the meeting may be held, as
   adjourned, without further notice. The act of the majority present at a
   meeting at which a quorum is present shall be the act of the Board, unless
   otherwise provided by law or these bylaws.

7. VACANCIES IN BOARD OF DIRECTORS -- Any vacancy in the Board, including a
   vacancy caused by an increase in the number of directors, may be filled by
   the affirmative vote of a majority of the remaining directors.


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ARTICLE III -- COMMITTEES OF THE BOARD

1. EXECUTIVE COMMITTEE -- The Bank's Amended and Integrated Certificate of
   Incorporation provides that:

          "An Executive Committee of the Board of Directors may be appointed
          from time to time by the Board of Directors from among the Directors."

   There shall be an Executive Committee of the Board of Directors composed of
   seven members to be appointed from time to time by the Board of Directors,
   all of whom shall hold office from the time of their appointment until the
   first meeting of the Board of Directors following the next annual meeting of
   stockholders and until their successors are appointed. Two of such members
   shall be the Chairman and the President.

   The Executive Committee may make rules and regulations for the transaction of
   its business subject to the approval of the Board of Directors.

   The Executive Committee shall have all of the powers and be subject to all of
   the duties provided by law subject, however to the limitation that the
   executive Committee shall act only between meetings of the Board and only on
   matters which in the opinion of the Committee should not be deferred for 
   Board action.

   The minutes of each meeting of the Executive Committee shall be presented to
   the Board of Directors at its next meeting following such meeting of the
   Executive Committee, except as otherwise provided by law.

2. OTHER COMMITTEES -- The Board may appoint, from time to time, other
   committees for such purposes and with such powers as the Board may determine.

ARTICLE IV - WAIVERS OF NOTICE

   Any notice required by these bylaws, by the certificate of incorporation, or
   by the New Jersey Business Corporation Act may be waived in writing by any
   person entitled to notice. The waiver, or waivers, may be executed either
   before or after the event with respect to which the notice is waived. Each
   director or shareholder attending a meeting without protesting, prior to its
   conclusion, the lack of proper notice shall be deemed conclusively to have
   waived notice of the meeting.


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ARTICLE V -- OFFICERS

1.  ELECTION -- At its regular meeting following the annual meeting of
    shareholders, the Board shall elect a Chairman, a President, a Treasurer, a
    Secretary, and it may elect such other officers as it shall deem necessary.
    One person may hold two or more offices.

2.  CHAIRMAN OF THE BOARD -- The Board shall appoint one of its members to be
    Chairman of the Board to serve at the pleasure of the Board. Such person
    shall preside at all meetings of the Board and of the shareholders. The
    Chairman of the Board shall supervise the carrying out of the overall
    policies and objectives of the Corporation and may exercise such specific
    additional powers and duties as from time to time may be assigned by the
    Board. In the absence or disability of the President, the Chairman shall
    perform his duties.

3.  PRESIDENT -- The Board shall appoint one of its members to be President of
    the Corporation. In the absence or disability of the Chairman, the President
    shall preside at any meeting of the Board unless the Board appoints a
    temporary Chairman. Subject to the Authority of the Board, and on matters of
    overall policy subject to consultation with the Chairman, the President
    shall have general executive powers and shall have and may exercise any and
    all other powers and duties pertaining by law or practice to the office of
    President. The President shall also have and may exercise such further
    powers and duties as from time to time may be conferred or assigned by the
    Board. The President shall be an ex-office member, of all Board Committees
    to which he is not appointed.

4.  VICE PRESIDENT -- The Board may appoint one or more Vice Presidents who
    shall perform the duties and have the authority as from time to time may
    be delegated to him by the Chairman, the President or by the Board.

5.  SECRETARY -- The Board shall appoint a Secretary of the Corporation who
    shall be custodian of the corporate seal, records, documents and papers. The
    Secretary shall have and may exercise any and a11 other powers and duties
    pertaining by law or practice to the office of Secretary and shall also 
    perform such other duties as may be assigned from time to time by the Board.

6.  SECRETARY TO THE BOARD -- The Board shall appoint a Secretary to the Board
    who shall be Secretary for meetings of the Board and shall keep accurate 
    minutes of those meetings.


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7.  TREASURER -- The Board shall appoint a Treasurer who shall have the custody
    of the funds and securities of the Corporation and shall keep or cause to be
    kept regular books of account for the Corporation. The Treasurer shall
    perform such other duties and possess such other powers as are incident to
    his office or as shall be assigned to him by the President or the Board.

8.  OTHER OFFICERS -- The Board may appoint one or more Assistant Vice
    Presidents, one or more Assistant Secretaries, one or more Assistant
    Treasurers, and such other officers as from time to time may appear to the
    Board to be required or desirable to transact the business of the
    Corporation. Such officers shall respectively exercise such powers and
    perform such duties as pertain to their several offices, or as may be
    conferred upon, or assigned to them by the Board, the Chairman of the Board,
    or the President.

9.  TENURE OF OFFICE -- The Chairman, the President and all other officers shall
    hold office at the will of the Board. Any vacancy occurring in the office of
    Chairman, President Secretary or Treasurer shall be filled by the Board.

ARTICLE VI -- SHARE CERTIFICATES

    The shares of the Corporation shall be represented by certificates signed by
    or in the name of the Corporation, by the Chairman of the Board, or the
    President or a Vice President, and by the Secretary, Treasurer, Assistant
    Secretary or Assistant Treasurer of the Corporation, and may be sealed with
    the seal of the Corporation. Any signature and the seal may be reproduced by
    facsimile. In case any officer who has signed or whose facsimile signature
    has been placed upon such certificate shall have ceased to be such officer
    before such certificate is issued, it may be issued by the Corporation with
    the same effect as if he were such officer at the date of its issue.

ARTICLE VII -- AMENDMENTS TO AND EFFECT OF BYLAWS: FISCAL YEAR

1.  FORCE AND EFFECT OF BYLAWS -- These bylaws are subject to the provisions of
    the New Jersey Business Corporation Act and the Corporation's Certificate of
    Incorporation, as it may be amended from time to time. If any provision in
    these bylaws is inconsistent with provisions of the Act or the Certificate
    of Incorporation shall govern.

2.  AMENDMENTS TO BYLAWS -- These bylaws may be altered, amended, or repealed by
    the shareholders or the Board. Any bylaw adopted, amended, or repealed by
    the shareholders may be amended or repealed by the Board, unless the
    resolution of the shareholders adopting such bylaw expressly reserves to the
    shareholders the right to amend or repeal it.


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3.  FISCAL YEAR -- The fiscal year of the Corporation shall begin on the first
    day of January each year.

4.  RECORDS -- The Certificate of Incorporation, the bylaws, and the proceedings
    of all meetings of the shareholders, the Board, and standing committees of
    the Board, shall be recorded in appropriate minute books provided for the
    purpose. The minutes of each meeting shall be signed by the Secretary or
    other officer appointed to act as secretary of the meeting.

5.  INSPECTION -- A copy of the bylaws, with all amendment thereto, shall at all
    times be kept in a convenient place at the principal place of business of
    the Corporation, and for proper purpose shall be open for inspection to any
    shareholder during business hours.