Exhibit
10.m


 


AMENDMENT
TO THE


CHANGE
IN CONTROL,


SEVERANCE
AND EMPLOYMENT AGREEMENT


FOR
JAMES RUDGERS


 


This Amendment to
the Change in Control, Severance and Employment Agreement for James Rudgers
(the “Amendment”), is made this 17th day of September, 2003, between Hudson
United Bancorp and Hudson United Bank (collectively, the “Company”), a New
Jersey corporation which maintains its principal office at 1000 MacArthur
Boulevard, Mahwah, New Jersey, and James Rudgers (the “Executive”), and amends
the Change in Control, Severance and Employment Agreement for James Rudgers,
which was made effective as of February 13, 2003 (the “Agreement”).


 


WHEREAS, the
Executive is presently an executive officer of the Company;  and


 


WHEREAS, the
Executive and the Company wish to amend the Agreement to clarify certain
provisions therein, and to provide a greater period of protection for the
Executive under the terms of the Agreement;


 


NOW, THEREFORE,
for the good and valuable consideration set forth herein and the Executive’s
continued employment with the Company, the Company and the Executive, each
intending to be legally bound hereby, agree as follows:


 


1.                                       Paragraph
1(c) of the Agreement, relating to the term “Contract Period,” is amended by
deleting the words “one year” from subparagraph (i) thereof, and replacing them
with the words “three years”.


 


2.                                       Paragraph
9(c) of the Agreement, relating to “Payments and Benefits,” is amended by
deleting the first sentence thereof, and replacing it with the following:


 


“If the Company terminates
the Executive’s employment during the Contract Period without Cause or if the
Executive resigns for Good Reason under paragraph 9(b), the Company shall, as
promptly as practical but in no event later than 10 business days after the
termination of employment pay the Executive a lump sum (the “Lump Sum”) equal
to 2.0 times the sum of (i)


 

















 


the annual salary
of the Executive immediately prior to the Change in Control, and (ii) the
highest bonus paid to the Executive during the three fiscal years prior to the
Change in Control.  For purposes of the
calculation of the bonus amount component of the Lump Sum only, Paragraph
1(b)(ii)(B), regarding the Time of the Change of Control, will be disregarded.”


 


3.                                       The
Company agrees that it will not treat (for tax reporting purposes or for
calculation purposes under Section 10 of the Agreement) any benefits under the
Hudson United Bancorp Supplemental Employees’ Retirement Plan (the “SERP”) as
parachute payments under Section 280G of the Internal Revenue Code, to the
extent that such benefits were vested and accrued prior to the occurrence of
such change of control, as the SERP was not adopted in contemplation of a
change of control.


 


IN WITNESS
WHEREOF, the Company has caused this Amendment to be signed by its duly
authorized representatives pursuant to the authority of its Board of Directors’
Compensation Committee, and the Executive has personally executed this
Agreement, all as of the day and year first above written.


 


	
  ATTEST:

  	
  HUDSON UNITED BANCORP
  AND

  
	
   

  	
  HUDSON UNITED BANK

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Charles F.X. Poggi

  	
   

  
	
   

  	
   

  	
   

  	
  Charles F. X. Poggi

  	
   

  
	
   

  	
   

  	
   

  	
  Chairman, Compensation
  Committe

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ James Rudgers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  James Rudgers