<PAGE>

                                                                 Exhibit 10.43


                                   THIS LEASE



          MADE AS OF THIS 28 day of January, 1999 between HUBCO, Inc., a New 
Jersey Banking Corporation having its principal place of business at 1000 
MacArthur Boulevard, Mahwah, N.J. 07430, hereinafter referred to as the 
"LANDLORD", and NATIONAL INTEGRITY LIFE INSURANCE COMPANY, INC., a 
corporation of the State of New York, located at 35 Matthews Avenue, Goshen, 
New York, hereinafter referred to as the "TENANT",


                                  WITNESSETH:

                             ARTICLE I - PREMISES

          The LANDLORD, in consideration of the rents, covenants, agreements 
and stipulations hereinafter set forth demises and leases to the TENANT and 
TENANT hereby agrees to lease and take, upon the terms and conditions 
hereinafter set forth, those certain premises existing and described on 
Schedule A, commonly known as a portion of the second floor, 35 Matthews 
Street, Goshen, New York. Said rental area shall consist of approximately 
4,225 square feet and is hereinafter called the "Premises," or the "premises."

          The use and occupation by the TENANT of the premises shall include 
the use in common with others entitled thereto of the common areas (such as 
lavatories, elevator, hallways, entryways, stairways), sidewalks, and other 
facilities as may be designated from time to time by the Landlord, subject, 
however, to the terms and conditions of this lease.

                            ARTICLE II - TERM

          The term of this Lease and TENANT's obligation to pay rent 
hereunder shall commence on or about January 1, 1999. Both parties will 
execute a Commencement Letter verifying the actual commencement date of this 
lease. The term of this Lease shall end on the last day of the fifth 
consecutive full lease year as said term "lease year" is hereinafter defined, 
on December 31, 2003.

          The term "lease year" as used herein shall mean a period of twelve 
(12) consecutive full calendar months. The first lease year shall begin on 
the date of commencement of the term hereof if the date of commencement of 
the term hereof shall occur on the first day of a calendar month; if not, 
then the first lease year shall commence upon the first day of the calendar 
month next following the date of commencement of the term hereof. Each 
succeeding lease year shall commence upon the anniversary date of the first 
lease year.


                                    (1)


<PAGE>

                            ARTICLE III - RENT


          (A) LANDLORD reserves and TENANT covenants to pay to LANDLORD 
without demand, at HUBCO, Inc., 1000 MacArthur Boulevard, Mahwah, New Jersey 
07430, Attention: Facilities Manager, or at such other place as may hereafter 
be designated in writing by LANDLORD, on the days and in the manner herein 
prescribed for the payment thereof, rent for the Premises as follows:

          During Years One and Two of the lease, a fixed guaranteed minimum 
annual rent, herein called "Minimum ANNUAL Rent" of $65,487.50 ($15.50 psf) 
is due and payable in equal monthly installments of $5,457.30 Dollars, on the 
first day of each month. During Years Three, Four, and Five, the fixed 
guaranteed Minimum Annual Rent will be $69,712.50, ($16.50 psf) due and 
payable in equal monthly installments of $5,809.37, on the first day of each 
month.

          In addition to the fixed guaranteed Minimum Annual Rent, Tenant 
shall pay to Landlord an amount equal to $1.50 psf annually for electricity, 
as noted in Article V. For all other operating expenses and real estate 
taxes, Tenant shall pay its proportionate share (10.3%) of the increase in 
operating expenses and real estate taxes over the base year, the base year 
being 1999. Tenant's proportionate share of operating expenses (including 
electricity) and real estate taxes shall be deemed Additional Rent, and shall 
also be due and payable on the first day of each month.

          In the event the monthly Minimum Annual Rent payment, or additional 
rent as hereinafter established, is not received by LANDLORD within five (5) 
days of its due date, then a late charge shall be incurred by TENANT in the 
amount of seven (7%) percent of the aggregate payment then due. Said late 
charge shall be cumulative for each late payment, and shall be paid at the 
next monthly payment.

                              ARTICLE IV - USE

          The premises shall be used and occupied by TENANT as a sales 
office, for the purpose of marketing life insurance, annuities, and other 
financial products only, and for no other purpose, and such use and occupancy 
shall be in compliance with all applicable laws, orders, ordinances, 
requirements and regulations of any governmental authority having 
jurisdiction. It shall be TENANT's responsibility to secure a certificate of 
use from Municipality, if same be required, or any other required 
governmental permits, at its sole cost and expense.

          TENANT agrees to keep and maintain the Premises as an attractive 
area both in its physical characteristics and appearance, subject only to 
ordinary use, wear and tear and occupancy.


                                     (2)

<PAGE>

     TENANT shall keep the area in front of and around the Premises free from 
any unreasonable obstructions, dirt, refuse and debris of any kind and shall 
keep the Premises and the exterior and interior of all windows, doors and all 
other glass or plate glass fixtures in a neat and clear condition, reasonable 
wear and tear excepted.

                             ARTICLE V - UTILITIES

     TENANT shall be responsible for the payments to the Landlord for 
electricity, in the amount of $1.50 psf annually, $528.12 monthly, payable as 
Additional Rent, on the first day of each month. In no event shall LANDLORD 
be liable for an interruption or failure in the supply of any utilities to 
the Premises, unless caused by or resulting from Landlord's negligence or 
willful misconduct.

     It is expressly agreed that heating and cooling will only be provided 
to the demised premises between the hours of 7:00 a.m. and 8:00 p.m. Monday 
through Friday. No heating or cooling shall be provided on weekends, legal 
holidays or during other weekend hours.

                             ARTICLE VI - REPAIRS

(A) LANDLORD:

     Except as hereinafter provided to the contrary, LANDLORD shall attend to 
all necessary repairs to the roof, to maintenance of the exterior of the 
building and the Premises, to keep the plumbing and sewage system outside of 
the Premises in good order, condition and repair and to make necessary 
structural repairs. All other maintenance affecting the premises shall be the 
responsibility and direct expense of TENANT, unless caused by or resulting 
from Landlord's negligence of willful misconduct.

(B) TENANT

     TENANT shall keep the Premises in good repair and in a clean and 
sanitary condition, free from rubbish, inflammable or other objectionable 
materials and shall repair, redecorate, paint and renovate the Premises 
(including any exterior portions thereof installed and/or constructed by 
TENANT) as may be necessary to keep the Premises in proper condition and good 
repair, reasonable wear and tear excepted. TENANT, in addition, shall make 
any and all other repairs to the Building, the Premises and facilities 
required as a result of the misconduct, negligence, abuse or misuse of the 
Building, the Premises and facilities by TENANT, its agents, servants, 
employees of invitees. If TENANT refuses or neglects to commence repairs 
within ten (10) days after written demand, or adequately to complete such 
repairs within a reasonable time thereafter, LANDLORD may make the repairs 
(but shall be under no obligation to do so) without liability


                                       (3)

<PAGE>

to TENANT for any loss of damage that may accrue to TENANT's business by 
reason thereof, unless caused by or resulting from Landlord's negligence or 
willful misconduct, and if LANDLORD makes such repairs, TENANT shall pay to 
LANDLORD on demand, the cost thereof. Without limiting the generality of 
TENANT's undertaking as above stated, TENANT agrees to maintain and repair 
all fixtures, interior walls, floors, ceilings, permitted signs and all 
interior appliances in the Premises, and to replace all damaged glass and 
glass windows in the Premises, unless such glass or glass windows are on the 
exterior of the Premises or such damage is caused by Landlord's negligence or 
misconduct.

     TENANT wishes to utilize a rolling filing system that is currently 
permanently affixed to the Premises, and LANDLORD grants permission for 
TENANT to utilize the system, however, LANDLORD makes no representations or 
warranties regarding the age, condition, working order, suitability, safety 
or advisability of the system, and bears no liability to the users of the 
system. The cost of repairs or maintenance of this rolling filing system 
shall solely be the responsibility of the TENANT.

(C) COMMON AREAS:

     LANDLORD shall provide snow removal service to the entire paved portion 
of the land and sidewalks during seasonal periods of accumulations of ice and 
snow. Said snow removal service shall provide expeditious removal when 
accumulations of ice or snow are in excess of three (3") inches. LANDLORD 
shall also provide electrical fixtures and lighting of common areas. LANDLORD 
shall keep all common paved areas properly maintained and repaired.

                           ARTICLE VII - ALTERATIONS

     TENANT shall make no alterations, decorations, installations, additions 
or improvements in or to the Premises without LANDLORD's prior written 
consent, which consent shall not be unreasonably withheld, and then only by 
contractors or mechanics approved by LANDLORD. All such work, alterations, 
decorations, installations, additions or improvements shall be done at 
TENANT's sole cost and expense. All alterations, decorations, installations, 
additions or improvements upon the Premises, made by either party (excepting 
only TENANT's moveable fixtures) shall, unless LANDLORD shall elect 
otherwise, (which election shall be made by giving a notice not less than 
thirty (30) days prior to the expiration or other termination of this Lease 
or any renewal or extension thereof) become the property of LANDLORD, and 
shall remain upon, and be surrendered with, the Premises as a part thereof at 
the end of the term. In the event LANDLORD shall elect otherwise, as to any 
such alterations, decorations, installations, additions or improvements made 
by TENANT upon the Premises, the same shall be removed by TENANT and TENANT 
shall restore the Premises to the condition existing immediately prior to 
such alterations, decorations, installations, additions or improvements and 
such removal and restoration shall be at TENANT's own cost and expense.


                                       (4)

<PAGE>

     No signs of any kind shall be erected, painted on windows or doors, or 
be displayed in any manner without the prior written consent of LANDLORD, 
which shall not be unreasonably withheld.

                       ARTICLE VIII - INSURANCE INDEMNITY

     TENANT shall not do anything in or about the Premises, which will in any 
way impair or invalidate the obligation of any policy of insurance on or in 
reference to the Premises or the Building.

     (A)  During the entire term of this Lease or any extension thereof, 
TENANT shall keep in full force and effect, at its expense, a policy or 
policies of public liability insurance issued by an insurer or insurers 
approved by LANDLORD, with respect to the Premises and the business of TENANT 
and any subtenant, licensees or concessions on terms approved in writing by 
LANDLORD, in which both TENANT and LANDLORD shall be covered under reasonable 
limits of liability of not less than FIVE HUNDRED THOUSAND and 00/100 
($500,000.00) DOLLARS for injury or death to any one (1) person and ONE 
MILLION and 00/100 ($1,000,000.00) DOLLARS for injury or death to more than 
one (1) person, and ONE HUNDRED THOUSAND and 00/100 ($100,000.00) DOLLARS 
with respect to property damage.

     (B)  TENANT shall furnish LANDLORD with certificates of coverage issued 
by the insurance carriers providing coverage to LANDLORD as hereinabove 
provided and such insurance policies and certificates issued to LANDLORD by 
the insurers as evidence of such coverage shall be endorsed substantially as 
follows:

     "It is understood and agreed that the insurer will give to the LANDLORD,
     thirty (30) days prior written notice of any material change in or 
     cancellation of this policy."

Renewal policies or certificates evidencing such insurance shall be furnished 
at least ten (10) days prior to the expiration of the respective insurance 
policies. Tenant shall provide to Landlord, annually, a renewed and valid 
Certificate of Insurance showing at least the above-mentioned limits of 
coverage, and naming Landlord as an additional insured.

     (C) TENANT agrees that the use by itself, its agent, contractors, 
employees, invitees and servants of the Premises and the Building and the 
facilities therein is at its own risk and hereby releases LANDLORD and its 
agents, servants, contractors and employees from all claims and demands of 
every kind resulting from any accident, damage or injury occurring therein 
except if such claim should arise from the LANDLORD'S negligence or willful 
misconduct.


                                       (5)

<PAGE>

     (D)  TENANT agrees to indemnify and save harmless the LANDLORD from and 
against any and all claims and demands of third persons (including but not 
limited to, those for death, for personal injuries, or for loss of or damage 
to property) arising, directly or indirectly, out of or in connection with 
the business conducted in the Premises or (without limiting the foregoing) as 
a result of any acts, omissions or negligence of TENANT, or any 
concessionaire, or their respective contractors, licensees, invitees, agents, 
servants or employees in or about the Premises, and from and against all 
costs, expenses and liability (including but not restricted to, reasonable 
counsel fees and disbursements) occurring in or in connection with any such 
claim or proceeding brought thereon, excluding claims resulting from 
LANDLORD'S negligence or willful misconduct.

     (E)  LANDLORD shall not be responsible or liable to TENANT for any loss 
or damage that may be occasioned by or through the acts or omissions of 
persons occupying adjoining premises or any part of the premises adjacent to 
or connected with the Premises or any part of the Building or of any persons 
transacting any business in the Building or present in the Building for any 
other purpose or for any loss or damage resulting to TENANT or its property 
from any burst, stopped or leaking water, gas, sewer, sprinkler, steam or 
other pipes or plumbing fixtures or from any failure of or defect in any 
electric line, circuit or facility, unless caused by or resulting from 
Landlord's negligence or willful misconduct.

     (F)  LANDLORD shall secure fire insurance and Standard Extended Coverage 
in an acceptable amount so as to provide "full insurable value" on the entire 
Building. The aggregate premium cost of such insurance coverage shall be pro 
rated to TENANT as its proportionate share of Common Costs, and any increase 
in premium over the base year of 1998, shall be payable monthly by Tenant as 
Additional Rent, all as set forth in Article III.

     (G)  LANDLORD shall secure general liability insurance affecting the 
common areas against claims for bodily injuries, death or property damage 
pertaining to said common areas in the amounts of at least 
$1,000,000.00/$3,000,000.00 and $500,000.00 for property damage. The 
aggregate premium cost of such insurance coverage shall be pro rated to 
TENANT as its proportionate share of common costs and shall be payable by 
TENANT as Additional Rent all as set forth in Article III.

       ARTICLE IX - DESTRUCTION OF PREMISES BY FIRE (TOTAL OR PARTIAL)

     In the event of the total destruction of the Building or the Premises by 
fire or other casualty, during the term hereby created or prior thereto, or 
in the event of such partial destruction thereof as to render the Premises 
wholly untenable or unfit for occupancy, then in either event, unless such 
damage can, in the reasonable opinion of LANDLORD be repaired within ninety 
(90) days after its occurrence, this Lease and the term hereby created shall 
cease and become null and void from the date of such damage or destruction, 
and TENANT shall upon

                                       (6)

<PAGE>

written notice from LANDLORD, then immediately surrender the Premises and all 
interest therein to LANDLORD, and TENANT shall pay rent within said term only 
to the time of such damage or destruction. If, however, in LANDLORD's 
reasonable opinion, the damage as aforesaid can be repaired within ninety(90) 
days from the occurrence thereof, LANDLORD shall (unless LANDLORD shall elect 
not to repair or rebuild, as hereinafter provided) repair the Premises with 
all reasonable speed, and this Lease shall continue in full force and effect, 
but all Rent payments hereunder shall abate from the occurrence of the 
damage, until the completion of such repairs. If, however, such damage is due 
to the fault or negligence of TENANT, TENANT's servants, agents, employees, 
visitors or licensees, the damage shall be repaired by LANDLORD at Tenant's 
expense, (unless LANDLORD shall elect not to repair or rebuild as hereinafter 
provided) and this Lease shall continue in full force and effect, but there 
shall be no such abatement of rent.

     In the event of the partial destruction of the Building or Premises by 
fire or other casualty, during the term hereby created or prior thereto, 
which such partial destruction does not render the Premises wholly 
untenantable or unfit for occupancy, LANDLORD shall (unless LANDLORD shall 
elect not to repair or rebuild as hereinafter provided) repair the damage 
with all reasonable speed, and this Lease shall continue in full force and 
effect, but until the completion of such repairs the Minimum Annual Rent and 
electricity payments shall abate in proportion to the area of the Premises 
which is unusable by TENANT. If, however, such damage is due to the fault or 
neglect of TENANT, TENANT's servants, agents, employees, visitors or 
licensees, the damage shall be repaired by LANDLORD at Tenant's expense 
(unless LANDLORD shall elect not to repair or rebuild as hereinafter 
provided) and this Lease shall continue in full force and effect, but there 
shall be no such abatement of rent.

     In the event that the Building of the Premises shall be so lightly 
damaged by fire or other casualty so as not to substantially affect the 
operation of TENANT's business in the Premises, then in that event, there 
shall be no abatement of rent and this Lease shall continue in full force and 
effect, and LANDLORD shall enter and repair the damage with all reasonable 
speed.

     Notwithstanding anything contained herein to the contrary, if during the 
last year of the term of this Lease the Premises or the Building shall be so 
damaged by fire or other casualty that LANDLORD decides in its sole judgment 
not to repair or rebuild, then LANDLORD may terminate this Lease and the term 
hereby created by giving TENANT written notice of such termination within 
sixty (60) days after the happening of such damage, and thereupon this Lease 
and the term hereby created shall cease and terminate as of the date of the 
happening of such damage, and rent and all other charges payable by TENANT 
shall be pro rated to the day of such damage.

     In case of any damage by fire or other casualty, TENANT shall 
immediately notify LANDLORD.


                                    (7)

<PAGE>


                       ARTICLE X - EMINENT DOMAIN


     If substantially all of the Premises shall be taken by any public 
authority under the power of eminent domain, then the term of this Lease 
shall cease as of the day possession shall be taken by such public authority 
and TENANT shall pay rent and all other charges only to the time of such 
taking.

     If more than one-third (1/3) of the Premises shall be taken under 
eminent domain, TENANT shall have the right to terminate this Lease, or 
subject to LANDLORD's right of termination as hereinafter in this Article set 
forth, to continue in possession of the remainder of the Premises, and TENANT 
shall notify LANDLORD in writing, within ten (10) days after such taking, of 
TENANT's election.

     In the event TENANT elects to remain in possession, all the terms herein 
provided shall continue in effect and LANDLORD, at its own cost and expense, 
shall make all necessary repairs and alterations to the basic building and 
interior of the physical structure so as to constitute the remaining premises 
a complete architectural unit. In such event, the Minimum Annual Rent shall be 
reduced in proportion to the loss of floor area in the Premises. If, however, 
the unexpired portion of the term of this Lease shall be three (3) years or 
less at the date of the taking of any portion of the Premises or the Building 
(without regard to the amount of space taken), LANDLORD may, by written notice
to TENANT, given within thirty (30) days after the date of such taking, 
terminate this Lease and TENANT shall pay rent and all other charges only to 
the time of such termination.

     In any event, all damages and compensation for taking under the power 
of eminent domain, whether for the whole or a part of the Premises, shall 
belong to and be the property of LANDLORD, whether such damages shall be 
awarded as compensation for diminution in value of the leasehold or of the 
fee, and TENANT hereby sets over and assigns to LANDLORD any part of such 
award awarded to it under such circumstances.

                 ARTICLE XI - ASSIGNMENT OR SUBLETTING, ETC.

     TENANT agrees not to sell, assign, mortgage, pledge, or in any manner, 
transfer this Lease or any estate or interest thereunder and not to sublet 
the Premises or any part or parts thereof and TENANT further agrees not to 
permit any license or concessionaire therein without the prior written 
consent of LANDLORD in each instance, which shall not be unreasonably 
withheld. If this Lease be assigned or transferred in any manner whatsoever, 
such assignment or transfer shall be upon and subject to all of the 
covenants, provisions and conditions contained in this Lease, and 
notwithstanding any consent by LANDLORD to any such assignment or transfer or 
any subletting by TENANT, TENANT shall continue to be and remain liable 
hereunder. Any consent by LANDLORD to any such assignment, transfer, 
subletting, license or concession or other matter or thing contained in this 
Article shall not in any wise be construed to relieve



                                    (8)
<PAGE>


TENANT from obtaining the prior consent of LANDLORD to any other or further 
such assignment, transfer, subletting, license, concession, matter or thing.

     All rental payments received by LANDLORD on account of assignment, 
subletting or otherwise shall be the property of LANDLORD and paid to 
LANDLORD as but in no event shall the Annual Minimum Rent or New Base Rent be 
reduced by virtue of said assignment or subletting. In the event that the New 
Base Rent paid by SubTenant is in excess of the Minimum Annual rent, 
the parties agree that such excess shall be divided equally between Landlord 
and Tenant.

                            ARTICLE XII - SURRENDER

     On the last day of the term demised, of the sooner termination thereof, 
TENANT shall peaceably surrender the Premises in good order, condition and 
repair, broom-clean, damage by unavoidable casualty, fire and reasonable wear 
and tear excepted. On or before the last day of the term or the sooner 
termination thereof, TENANT shall, at its expense, remove its fixtures and 
signs, unless otherwise directed by LANDLORD, from the Premises and any 
property not removed shall be deemed abandoned and may be removed and 
disposed of by LANDLORD and the expense of such removal shall be paid to 
LANDLORD by TENANT without any set off for the salvage value of goods so 
removed. If the Premises are not surrendered at the end of the term or the 
sooner termination thereof, TENANT shall indemnify LANDLORD against loss or 
liability resulting from delay by TENANT in so surrendering the Premises, 
including without limitation, claims made by an succeeding tenant founded on 
such delay. TENANT shall promptly surrender all keys for the Premises to 
LANDLORD at the place then fixed for payment of rent.

                             ARTICLE XIII - DEFAULT

The following shall be considered events of default under this Lease:

(A)  the Tenant defaults in the payment of said rents or of any installments 
     or part thereof, or in the payment of any other sum or any part thereof 
     which may become due from TENANT to LANDLORD hereunder, at the times and 
     in the manner provided herein, and remains in default for fifteen (15) 
     days after such sums becomes due, or in any violation under Article III, 
     or 

(B)  the Premises shall be deserted, abandoned or vacated, other than in 
     accordance with the terms set forth herein, or

(C)  the violation by TENANT of any of the covenants, agreements and 
     conditions herein provided and the failure to cure such violation within 
     fifteen (15) days after notice, in writing, of such violation by 
     LANDLORD to TENANT.

                                     (9)

<PAGE>


Then upon the happening of any such event of default, LANDLORD may, at its 
option, elect either to terminate this Lease or to enter the said Premises as 
the agent of TENANT, either by force or otherwise, without being liable for 
any prosecution or damage therefore, and relet the Premises as the agent of 
TENANT, and receive the rent therefor, upon such terms as shall be 
satisfactory to LANDLORD, and all rights of TENANT to repossess the Premises 
under this Lease shall cease and end upon such termination or entry. Such 
entry for reletting by LANDLORD shall not operate to release TENANT from any 
rent to be paid or covenants to be performed hereunder during the full term 
of this Lease. For the purpose of reletting, LANDLORD shall be authorized to 
make such repairs or alterations in or to the Premises as may be necessary to 
place the same in good order and condition. TENANT shall be liable for and 
hereby agrees to pay to LANDLORD the cost of such repairs or alterations and 
all expenses of such reletting. If the sum realized or to be realized from 
the reletting is insufficient to satisfy the rent provided in this Lease, 
LANDLORD, at its option, may require TENANT to pay such deficiency month by 
month (or at any greater intervals) or may hold TENANT in advance for the 
entire deficiency resulting from such reletting. TENANT agrees to pay, as 
Additional Rent, all reasonable attorney's fees and other expenses incurred 
by LANDLORD in enforcing any of TENANT's obligations under this Lease. No 
waiver by LANDLORD of any such breach, violation or default by TENANT shall 
constitute or be construed as a waiver of any other such breach, violation or 
default, nor shall lapse of time after such breach, violation or default by 
TENANT before LANDLORD shall exercise any right with respect thereto operate 
to defeat or adversely affect rights of LANDLORD.

                      ARTICLE XIV - INSOLVENCY OF TENANT

     At any time prior to or during the term of this Lease, if TENANT shall 
make an assignment for the benefit of its creditors; or if TENANT shall file 
a voluntary petition in bankruptcy; or if the affairs of TENANT shall be 
taken over by or pursuant to an order of any court or of any other officer or 
governmental authority pursuant to any federal, state or other statute or 
law; or if TENANT shall admit in writing its inability to pay debts generally 
as they become due; or if TENANT shall file any petition or answer seeking 
any reorganization, arrangement, composition, re-adjustment, liquidation, 
dissolution or similar relief under the present or any future bankruptcy act 
or any other present or future applicable federal, state or other other 
statute or law; or such proceedings shall have not been dismissed; or if 
within sixty (60) days after the appointment, without the consent or 
acquiescence of TENANT, of any trustee, receiver, or liquidator of TENANT or 
of all or any substantial part of its property, such appointment shall not 
have been vacated or stayed on appeal or otherwise, or if, within sixty (60) 
days after the expiration of any such stay, such appointment shall not have 
been vacated; or in the event corporate action shall be taken by TENANT in 
furtherance of any of the aforesaid purposes, then and in any such event, 
LANDLORD may at its option terminate this Lease and all rights of TENANT 
herein, by giving to TENANT notice in writing of the election of


                                      (10)


<PAGE>

LANDLORD so to terminate, and in such event neither TENANT nor any person 
claiming by, through or under TENANT by virtue of any statute or of an order 
of any court shall be entitled to possession or to remain in possession of 
the Premises but shall forthwith quit and surrender the Premises. Such causes 
for the termination of this Lease as set forth in this Article shall 
constitute a default by TENANT and all rights and remedies stated or 
otherwise reserved under Article XIII hereof shall be available to LANDLORD.
                                       
                        ARTICLE XV - QUIET ENJOYMENT

     TENANT, subject to the terms and provisions of this Lease, on payment of 
the rent and observing, keeping and performing all of the terms and 
provisions of this Lease, shall lawfully, peaceably and quietly have, hold, 
occupy and enjoy the Premises during the term hereof subject, however, to all 
the provisions of this Lease. It is understood and agreed that this covenant, 
and any all other covenants of LANDLORD herein contained shall be binding on 
LANDLORD only during its ownership of the Premises. In the event LANDLORD 
shall sell or otherwise dispose of its interest in the Premises during the 
term of this Lease, such sale or other disposition shall operate to release 
and relieve LANDLORD from any further liability or obligation to TENANT 
hereunder. It is further understood and agreed that with respect to any 
services and/or facilities to be furnished by LANDLORD to TENANT, LANDLORD 
shall in no event be liable for failure to furnish the same when prevented 
from so doing by strikes, lockouts, breakdown, accident, order or regulation 
of or by any governmental authority, or failure of supply, or inability, by 
the exercise of reasonable diligence, to obtain supplies, parts or employees, 
or because of war or other emergency, or for any cause beyond LANDLORD's 
reasonable control, except for negligence and willful misconduct, and in no 
event shall LANDLORD ever be liable to TENANT for any indirect, consequential 
damage or punitive damages.
                                       
                        ARTICLE XVI - SECURITY DEPOSIT

     Prior to the inception of this Lease, Tenant has deposited with LANDLORD 
the sum of Ten Thousand Dollars ($10,000.00) to be held by LANDLORD, as 
security, without interest, for and during the term of this Lease, which 
deposit shall be returned to TENANT at the termination of this Lease provided 
there has been no breach of the undertakings of TENANT. In no instance shall 
the amount of such security deposit be considered as a measure of liquidated 
damages. All or any part of the said deposit may be applied by LANDLORD 
in total or partial satisfaction of any default by TENANT. The application of 
all or any part of the deposit to any obligation or default of TENANT under 
this Lease shall not deprive LANDLORD of any other rights or remedies 
LANDLORD may have nor shall such application by LANDLORD constitute a waiver 
by LANDLORD. If all or any part of the security deposit is applied to an 
obligation of TENANT hereunder, LANDLORD shall have the right to call upon 
TENANT to restore the said security deposit to its original amount by giving 
notice to TENANT and TENANT shall immediately restore such security deposit 
by payment thereof to LANDLORD. TENANT shall not have the right to call upon 
LANDLORD to apply all or any part of the security deposit to


                                     (11)

<PAGE>

cure any default or fulfill any obligation of TENANT, but such use shall be 
solely in the discretion of LANDLORD. It is distinctly understood and agreed 
that should LANDLORD convey its interest under this Lease, the said security 
deposit may be turned over by LANDLORD to LANDLORD's grantee or transferee, 
and upon any such delivery of the deposit, TENANT hereby releases LANDLORD 
herein named of any and all liability with respect to the deposit, its 
application and return, and TENANT agrees to look solely to such grantee or 
transferee, and it is further understood that this provision shall also apply 
to subsequent grantees and transferees.

                          ARTICLE XVII - HOLDING OVER

     Any holding over by TENANT after the expiration of term of this Lease 
shall not operate except by written agreement to extend or renew this Lease 
or to imply or create a new Lease, but in such case LANDLORD's occupancy or 
to the treatment of TENANT's occupancy as a month-to-month tenancy. If 
TENANT's occupancy is treated as a month-to-month tenancy, then TENANT shall 
pay a fixed monthly minimum rent of an amount equal to double the monthly 
installment of the Minimum Annual Rent payable at the expiration of the 
lease, which shall be paid in addition to the Additional Rent charges set 
forth in this lease.

                        ARTICLE XVIII - MECHANIC'S LIENS

     TENANT shall not suffer any mechanics' notice of intention, stop notice, 
or lien to be filed against the Premises by reason of work, labor, services 
or materials performed or furnished to TENANT or to anyone holding the 
Premises through or under TENANT. If any such mechanics' notice of intention, 
stop notice, or lien shall at any time be filed against the Premises, TENANT 
shall forthwith cause the same to be discharged of record. If TENANT shall 
fail to cause such mechanics' notice of intention, stop notice, or lien to 
be discharged within thirty (30) days after being notified of the filing 
thereof, then, in addition to any other right or remedy of LANDLORD, LANDLORD 
may, but shall not be obligated to, discharge the same by paying the amount 
claimed to be due, and the amount so paid by LANDLORD and/or all costs and 
expenses, including reasonable attorneys' fees, incurred by LANDLORD in 
procuring the discharge of such lien, shall be deemed to be Additional Rent 
for the Premises and shall be due and payable by TENANT to LANDLORD on the 
first day of the next following month. Nothing in this Lease contained shall 
be construed as a consent on the part of LANDLORD to subject LANDLORD'S 
estate in the Premises to any lien or liability under the Mechanics' Lien Law 
of the State of New Jersey.


                                     (12)





<PAGE>

                             ARTICLE XIX - NOTICES

    Any notice required or permitted under this Lease shall, unless otherwise 
specifically provided herein, be deemed sufficiently given or served if sent 
by regular mail addressed to TENANT at the Premises, with a copy to ARM 
Financial Group, 515 W. Market Street, Louisville, Kentucky 40202, Attn: 
General Counsel, and to LANDLORD at the address then fixed for the payment of 
rent. Any such notice shall be deemed given as of the date of mailing. Either 
party may by like written notice at any time designate a different address to 
which notices shall subsequently be mailed. Notices shall be mailed to the 
following addresses:

    As to the Landlord:  Hubco, Inc.
                         Attn: Facilities Manager
                         1000 MacArthur Boulevard
                         Mahwah, NJ 07430

    With a copy to:      McBride Corporate Real Estate, National Services
                         851 Franklin Lake Road
                         Franklin Lakes, NJ 07417


            ARTICLE XX - ACCESS TO PREMISES BY LANDLORD, ETC.

    LANDLORD reserves the right to enter upon the Premises at reasonable 
hours to inspect the same, or to make repairs, additions or alterations to 
the Premises or other property, or to exhibit the Premises to prospective 
tenants, purchasers or others, and to enter at any time in the event of an 
emergency. With respect to the foregoing, Landlord shall use its best efforts 
to minimize disruption of Tenant's business.

    LANDLORD reserves the right to erect, use and maintain pipes, cables, 
conduits, plumbing, vents and wires in, on and through the Premises to the 
extent that LANDLORD may now or hereafter deem to be necessary or appropriate 
for the proper operation and maintenance of the Building.

                                      (13)


<PAGE>

                        ARTICLE XXI - ENVIRONMENTAL MATTERS

    As a condition to leasing the premises, LANDLORD requires the TENANT to 
make certain representations and provide certain indemnities concerning (i) 
Hazardous Materials, as hereinafter defined, which may now exist on, in or 
under the Premises or otherwise affect it as a result of TENANT'S occupancy, 
(ii) violations of Environmental Laws, as hereinafter defined, with respect 
to Premises; (iii) the release of Hazardous Materials from the Premises onto 
any surrounding property, and (iv) claims for injury to the Premises or the 
person or property of third parties as a result of Hazardous Materials 
existing, on or released from, the Premises during TENANT'S use and occupancy 
of the premises.

    TENANT hereby certifies and promises that:

    1.   TENANT has not and will not use the premise for the generation, 
         manufacture, storage, treatment, discharge or disposal of Hazardous
         Materials; and

    2.   The TENANT is in compliance with all Environmental Laws; and

    3.   To Tenant's knowledge, there is no pending or threatened claim, 
         action or proceeding by any governmental authority or third party
         against or respecting the TENANT, or the Premises; and

    4.   To Tenant's knowledge, the Premises has not been used for activities 
         which require compliance with the Industrial Site Recovery Act.

    TENANT hereby agrees at its sole cost and expense to indemnify, defend 
and hold Landlord, its shareholders, directors, officers, employees of any of 
its affiliates and any agents of representatives of the landlord 
(collectively, the ""Indemnities'') harmless from and against any and all 
Loss and Damage (as hereinafter defined) arising from or out of:

    1.   TENANT'S use of any Hazardous Materials existing on or after the 
         Tenant's occupancy of the Premises, or subsequent hereto at or under 
         the Premises; and

    2.   The failure of the TENANT to be in full compliance on the date 
         hereto with all Environmental Laws; and

                                      (14)


<PAGE>

    3.   Any release of any Hazardous Materials by the TENANT from the 
         Premises onto any surrounding property; and

    4.   Any injury occurring to the person or property of third parties as a 
         result of the existence of Hazardous Materials in the Premises or 
         released from the Premises onto surrounding property; provided, 
         however, that such injury is caused by the release of Hazardous 
         Materials in or under the Premises by Tenant, and not by Landlord, 
         any of Landlord's other tenants, or any other person.

    TENANT hereby agrees to indemnify and hold the landlord harmless from any 
loss, costs or expense arising out of the enforcement of this Article XXI by 
the TENANT or the assertion by LANDLORD of any defenses to its obligations 
hereunder provided the LANDLORD prevails in any such action for enforcement 
of this Article XXI.

    As used in this Agreement:
    (A)  The term "Loss or Damage" shall mean and include all costs, losses, 
         damages, liabilities, obligations, penalties, litigation, 
         proceedings, claims, causes of action, demands, defense costs, 
         disbursements, judgements and the like, of whatever nature, 
         including but not limited to reasonable attorneys' fees, experts' 
         fees and other costs of litigation or administrative proceedings 
         including preparation therefore, as well as (i) the costs of removal 
         of any and all Hazardous Materials from all or any portion of the 
         Premises or surrounding areas, and (ii) additional costs required to 
         take necessary precautions to protect against the release of 
         Hazardous Materials on, in, under or affecting the Premises into the 
         air, any body of water, any other public domain or any surrounding 
         areas, and (iii) costs incurred to comply, in connection with the 
         Premises and surrounding areas, with all applicable Environmental 
         Laws; and

    (B)  The term "Environmental Laws" shall mean and include the 
         Comprehensive Environmental Response, Compensation and Liability Act 
         of 1980, 42 US C. 9601 ET SEQ., the Resource Conservation and 
         Recovery Act, 42 USC '6904, the Superfund Act (Hazardous Waste 
         Material Fund), New York Environmental Conservation Law, 72-04, 
         72-0923, 72-131, ET SEQ., the Oil Spill Prevention Control and 
         Compensation Act, New York Navigational Law, ET SEQ., and all other 
         similar existing and future federal, state and municipal statutes 
         and ordinances governing the environment, all as amended from time 
         to time, together with all rules, regulations, opinions, orders, 
         judgements and directives issued or promulgated pursuant to or in 
         connection with any of the foregoing by the New York Department of 
         Environmental Conservation, the US Environmental Protection, the 
         U.S. Environmental Protection Agency, any bureau or subdivision 
         thereof or any other governmental agency, court or entity having 
         jurisdiction; and

                                      (15)
<PAGE>

    (C)  The term "Hazardous Materials" shall mean and include asbestos, any 
         hazardous or toxic materials, wastes and substances which are 
         defined, determined or identified as such in any Environmental Law 
         or any judicial or administrative interpretation thereof.

    No delay on Landlord's part in exercising any right, power or privilege   
shall operate as a waiver of any such privilege, power or right.

    The promises and representations made in this Article shall survive the 
expiration of the lease.

    TENANT agrees to provide LANDLORD with copies of all annual State 
inspection reports from initial occupancy of the premises to date and further 
agrees to provide copies of future reports to LANDLORD immediately upon 
receipt during the term of this lease.

    Landlord warrants and represents that all Premises, the Building, and the 
associated common areas and grounds are, or will be at the time of 
commencement be and remain, in full compliance with all applicable federal, 
state, and local laws and regulations respecting hazardous wastes, materials, 
and emissions, or their production, storage, disposal or abatement 
("Environmental Standards") as well as all Environmental Laws currently in 
effect. Landlord will defend, indemnify and hold Tenant harmless from any and 
all claims, demands, assessments, failure of this warranty, however, nothing 
in the foregoing shall exculpate Tenant from liability for its own acts or 
commissions causing any such failure of warranty. Notwithstanding anything 
to the contrary, Landlord shall not include within operating costs or other 
Additional Rent any costs or charges incurred in remedying any failure to 
comply with Environmental Standards or Environmental Laws including, without 
limitation, any associated legal defense costs, fines, or penalties.

                         ARTICLE XXII - TENANT'S WORK

    All work necessary to prepare the Premises for the TENANT's use and 
occupancy shall be done by the TENANT at TENANT'S sole cost and expense. 
Before the commencement of any such work, the TENANT shall submit detailed 
plans and specifications therefore to the LANDLORD and obtain the LANDLORD's 
written approval therefore. LANDLORD also reserves the right to approve or 
reject TENANT's proposed contractors. The TENANT of TENANT's contractor in the 
performance of such work shall obtain and pay for all permits and 
governmental authorities having jurisdiction thereof, and shall not interfere 
with other work being done in the Building or adjacent to the Premises, and 
shall comply with all rules the LANDLORD may make, and employ only contractors 
approved by LANDLORD.

    Prior to the commencement of any work, the TENANT's contractor shall 
obtain and maintain at its own expense, Workmen's Compensation, Protective 
Public Liability and Property Damage Insurance as will be acceptable to the 
LANDLORD and furnish the LANDLORD with certificates of such insurance 
indicating the LANDLORD as an insured.

                                      (16)

<PAGE>

     TENANT agrees that it will procure all necessary permits before 
commencing such work.  TENANT agrees to pay promptly when due the entire cost 
of any work done by or for TENANT upon the Premises so that the Premises 
shall at all times be free of liens for labor or materials.  TENANT hereby 
guarantees full completion of all TENANT's work hereunder in compliance with 
this Lease and all applicable laws and ordinances.

                              ARTICLE XIII - PARKING

     No parking spaces shall be for the exclusive use of TENANT.  TENANT 
shall not impair, hinder or otherwise utilize parking area for storage or any 
other purpose other than parking.

                              ARTICLE XXIV - OPTION TO RENEW

     Provided that Tenant shall not be in default of any terms, provisions, 
conditions or covenants herein at the time of the exercise of the option set 
forth in this Article XXIV, and at the time said option shall take effect, 
and provided further that Tenant is substantially physically occupying the 
Leased Premises as so to enable Tenant to carry out its business at the time 
of the exercise of the option set forth in this Article XXIV, and at the time 
said option takes effect, Tenant shall have the right to extend the term of 
this Lease for an additional period of five (5) years commencing on the date 
following the termination of the initial Term.  Said option to extend the 
Term shall be on the same terms, conditions, provisions and covenants as are 
set forth herein, with the following exceptions:

     (a)  The Minimum Annual Rent during the option period shall be at Fair 
          Market Rent.  The term "Fair Market Rent" shall mean the Minimum 
          Annual Rent, (real estate taxes and operating expenses and other 
          charges known as Additional Rent are excluded) per square foot of the 
          Premises as of the date the option period commences (Adjusted 
          Minimum Annual Rent), but in no event less than the Minimum Annual 
          Rent payable by Tenant immediately prior to the "Adjusted Minimum 
          Annual Rent."  More specifically, it is defined as the Minimum Annual
          Rent then being charged to tenants under any new leases being made 
          in the building or in comparable office buildings located in the 
          Goshen and Orange County office market, "the Area."  In addition, in 
          determining the Fair Market Rent, no consideration shall be given to 
          the following facts:  (1) that no vacancy or reletting expenses will 
          be incurred by Landlord (including without limitation, advertising 
          or promotional expenses; (2) that Landlord shall not perform work at 
          its expense for the Tenant or pay Tenant any special work allowance; 
          (3) that Landlord shall not grant any rent concession to Tenant; and 
          (4) that Tenant will not incur the cost and expense of (a) having 
          to locate other premises in which to move, (b) designing and 
          constructing improvements to same, (c) relocating to said new 
          premises, and (d) having its operations disrupted during the 
          relocation.


                                      (17)

<PAGE>

     (b)  If the parties cannot agree upon the Fair Market Rent within 30 days
          of Tenant's notice described in Article XXIV (B) herein, the Fair
          Market Rent shall be determined by two commercial real estate 
          brokers, one selected by Landlord and one selected by Tenant, each 
          at their own expense.  With fifteen (15) days following said 30-day 
          period described herein, Landlord and Tenant shall each notify the 
          other of its selection of a commercial real estate broker with a 
          minimum of five (5) years commercial real estate brokerage 
          experience.  Said brokers shall work together to ascertain said 
          Fair Market Rent and shall each issue an opinion setting their 
          determination.  If the retained brokers cannot agree on the Fair 
          Market Rent within seventy-five (75) days of Tenant's notice 
          described in Article XXIV (B) herein, they shall select, within 
          ninety days (90) of Tenant's notice described in Article XXIV (B),  
          a third broker with equal qualifications, whose costs and expenses 
          shall be borne equally by the parties, and whose decision as to 
          Fair Market Rent, which must be made, within sixty (60) days of 
          Tenant's notice described in Article XXIV (B) herein, shall be 
          final.  All brokers shall be independent, third-party brokers 
          having at least five (5) years experience in commercial real estate 
          brokerage in the area and shall not have been or thereafter be 
          employed or retained by Landlord or any affiliate or Tenant or any 
          affiliate in connection with this Lease or any other matter for a 
          period of three (3) years and shall issue a written opinion setting 
          forth such determination of Fair Market Rent.  All brokers shall be 
          instructed to follow and shall be bound by the directions outlined 
          in subparagraph (a) above in making their determinations.

     (B)  The right, option and privilege of the TENANT to renew this Lease 
as hereinabove set forth is expressly conditioned upon the Tenant delivering 
to the LANDLORD, in writing, sent certified mail, return receipt requested, 
seven (7) month's prior notice of its intention to renew, which notice shall 
be given to the LANDLORD by the TENANT no later than seven (7) months prior 
to the date fixed for termination of the original term hereinbefore provided.

                      ARTICLE XXVI - GENERAL PROVISIONS

     (A)  This Lease does not create the relationship of principal and agent 
or of partnership or of joint venture or of any association between LANDLORD 
and TENANT, the sole relationship between LANDLORD and TENANT being that of 
LANDLORD and TENANT.

     (B)  No waiver of any default of TENANT hereunder shall be implied from 
any omission by LANDLORD to take any action on account of such default if 
such default persists or is repeated, and no express waiver shall affect any 
default other than the default specified in the express waiver and that only 
for the time and to the extent therein stated.  One or more waivers by 
LANDLORD shall not be construed as a waiver of a subsequent breach of the 
same covenant, term or condition.  The receipt of rent by LANDLORD with 
knowledge of the breach of any TENANT obligation under this Lease shall not 
be deemed a waiver of such breach, unless such breach was for failure to pay 
rent.


                                      (18)


<PAGE>

     (C) The consent to or approval by LANDLORD of any act by TENANT 
requiring LANDLORD's consent or approval shall not waive or render 
unnecessary LANDLORD's consent to or approval of any subsequent similar act 
by TENANT.

     (D) Each term and each provision of this Lease performable by TENANT 
shall be construed to be both an covenant and a condition.

     (E) No action required or permitted to be taken by or on behalf of 
LANDLORD under the terms of provisions of this Lease shall be deemed to 
constitute an eviction or disturbance of TENANT's possession of the 
Premises, provided action is taken in accord with Article XIII.

     (F) TENANT represents and agrees McBride Corporate Real Estate is the 
sole broker in this transaction, and that it has not directly or indirectly 
dealt with any other real estate broker in connection with this transaction.  
TENANT agrees to hold LANDLORD harmless from and against any claim for 
brokerage fees or commission from any other broker arising out of or in 
connection with this Lease.

     (G) Under no circumstances shall TENANT use any space outside the 
premises for the conduct of its business operations.

     (H) The submission of this Lease or a summary of some or all of its 
provisions for examination does not constitute a reservation of or option for 
the Premises, or an offer to Lease.

     (I) The topical headings of the several articles, paragraphs and clauses 
are not a part of this Lease, but are for convenience only and do not define, 
enlarge, limit or construe any of the provisions hereof.

     (J) This lease may not be changed or terminated nor may any provision 
hereof be waived orally.

     (K) The laws of the State of New York, without reference to New York 
principles regarding the conflict of laws, shall govern the validity, 
performance and enforcement of this Lease.



                                      (19)


<PAGE>


     It is understood and agreed that all prior contemporaneous 
representations, statements, understandings and agreements, oral or written, 
between the parties hereto are merged in this Lease, which alone fully and 
completely expresses the parties agreement, and that this Lease is entered 
into after a full consideration, no party relying on any statement or 
representation or warranty not embodied in this lease.

     All of the parties hereto hereby waive trial by jury in any action, 
proceeding, or counterclaim involving any matter whatsoever arising out of, 
or in any way connected with this Lease or the relationship of the parties 
herein, or the right of any party to any relief or remedy.

     (L) The invalidity of one or more phrases, sentences, clauses or 
paragraphs contained in this Lease shall not affect the remaining portion of 
this Lease or any part thereof, and in the event that any one or more of the 
phrases, sentences, clauses or paragraphs contained in this Lease should be 
declared invalid by the final order, decree or judgment of a court of 
competent jurisdiction, this Lease shall be construed as if such invalid 
phrases, sentences, clauses or paragraphs had not been inserted herein.

     (M) TENANT shall not record this Lease.

     (N) The terms conditions and covenants hereof shall be binding upon and 
inure to the successors in interest of the parties hereto.

     (O) TENANT will make any and all repairs and changes to the Premises 
required by any and all applicable laws, ordinances, rules, regulations and 
decrees of any public body with jurisdiction, which repairs or changes are 
attributable to TENANT's use or possession of the Premises.  All such changes 
not attributable to the TENANT's use or possession of the Premises, or 
attributable to the building as a whole, shall not be the responsibility of 
the TENANT.  However, TENANT agrees to cooperate with and not interfere in 
the installation, construction, completion and continued maintenance of all 
such repairs or changes to the Premises of the benefit of other tenants in 
the Building or Buildings.

     (P) TENANT shall place signage on the 2nd floor hallway and the lobby 
area off parking lot, the copy the size to be subject to Landlord's approval, 
which shall not be unreasonably withheld.






                                     (20)


<PAGE>

     IN WITNESS WHEREOF, the parties have signed their names and affixed 
their seals the day and year first above written.


ATTEST:

                          NATIONAL INTEGRITY LIFE INSURANCE COMPANY
                          A Corporation of New York,



/s/ [Illegible]           By: /s/ John R. Lindholm
--------------------         --------------------------------------
Assistant Secretary       Title: President
                          Date:  1/28/99


ATTEST:                   HUBCO, Inc.,
                          A Corporation of New Jersey


/s/ [Illegible]              /s/ [Illegible]
--------------------         --------------------------------------
                          Title: Executive Vice President
                          Date:  2/11/99


                                     (21)

<PAGE>
                                                                              
                                    EXHIBIT A
















<PAGE>










                                 [FLOOR PLAN]













     EXHIBIT A
     ---------
PROPOSED SPACE FOR 
ARM FINANCIAL GROUP AT
35 MATTHEWS ST., GOSHEN, NY