Purchase Agreement

Purchase Agreement


                                                            EXECUTION COPY


                                   $50,000,000

                              HUBCO Capital Trust I

                            8.98% Capital Securities

                (Liquidation Amount $1,000 per Capital Security)

                                  guaranteed by

                                   HUBCO, Inc.

                               PURCHASE AGREEMENT

                                                             January 28, 1997

KEEFE, BRUYETTE & WOODS, INC.
JOSEPHTHAL LYON & ROSS INCORPORATED
RYAN, BECK & CO.
TUCKER ANTHONY INCORPORATED
as the Initial Purchasers

c/o Keefe, Bruyette & Woods, Inc.
    Two World Trade Center
    New York, New York 10048

Ladies and Gentlemen:

          HUBCO  Capital  Trust I (the  "Trust"),  a  statutory  business  trust
created  under  the  Business  Trust  Act (the  "Delaware  Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del.  (Sections 3801 et
seq.)) and  HUBCO,  Inc.  (the  "Company,"  and  together  with the  Trust,  the
"Offerors")  confirm their agreement (the  "Agreement")  with Keefe,  Bruyette &
Woods, Inc. ("KBW"),  Josephthal Lyon & Ross Incorporated,  Ryan, Beck & Co. and
Tucker Anthony  Incorporated  (collectively,  the "Initial  Purchasers"),  which
terms shall also  include  any  initial  purchaser  substituted  as  hereinafter
provided in Section 10 hereof,  with  respect to the issue and sale by the Trust
and the purchase by the Initial Purchasers,  acting severally and not jointly of
the  respective  number  set forth in  Schedule  A of 8.98%  Capital  Securities
(liquidation  amount  of  $1,000  per  security)  of  the  Trust  (the  "Capital
Securities").  The Capital Securities will be guaranteed by the Company,  to the
extent described in the Offering  Memorandum (as defined below), with respect to
distributions and payments upon liquidation,  redemption and otherwise  pursuant
to  the  Capital  Securities   Guarantee   Agreement  (the  "Capital  Securities
Guarantee"),  to be dated as of January  31,  1997,  between the Company and the
Bank of New York, as Trustee (the "Guarantee  Trustee").  The Capital Securities
issued  in  book-entry  form will be  issued  to Cede & Co.  as  nominee  of The
Depository  Trust Company  ("DTC")  pursuant to an  additional  or  supplemented
letter  agreement,  to be dated on or prior to the  Closing  Time (as defined in
Section 2(b)) (the "DTC Agreement"),  among the Trust, the Guarantee Trustee and
DTC.

          The Company is a registered  bank holding company under the provisions
of the Bank Holding Company Act of 1956, as amended,  whose principal  operating
subsidiaries are Hudson United Bank ("HUB"), a New  Jersey-chartered  commercial
bank and Lafayette American Bank and Trust Company, a Connecticut-chartered bank
("Lafayette," and together with HUB, the "Banks" and each a "Bank").  The entire
proceeds  from the sale of the  Capital  Securities  will be  combined  with the
entire  proceeds  from  the  sale by the  Trust  to the  Company  of its  common
securities  (the "Common  Securities"),  as  guaranteed  by the Company,  to the
extent set forth in the Offering  Memorandum,  with respect to distributions and
payments  upon  liquidation,  redemption  and  otherwise  pursuant to the Common
Securities Guarantee Agreement (the "Common Securities  Guarantee" and, together
with the Capital  Securities  Guarantee,  the  "Guarantees"),  to be dated as of
January 31, 1997, made by the Company, and will be used by the Trust to purchase
$51,547,000  in  aggregate  principal  amount of the 8.98%  Junior  Subordinated
Deferrable   Interest   Debentures  due  February  1,  2027  (the  "Subordinated
Debentures")  issued by the  Company.  The  Capital  Securities  and the  Common
Securities  will be issued  pursuant to the Amended and Restated  Declaration of
Trust,  to be dated as of  January  31,  1997  (the  "Declaration"),  among  the
Company,  as  sponsor,  Kenneth T.  Neilson  and D. Lynn Van  Borkulo-Nuzzo,  as
administrative trustees (the "Administrative  Trustees"),  The Bank of New York,
as  property  trustee  (the  "Property  Trustee"),  and  The  Bank  of New  York
(Delaware),  as Delaware trustee (the "Delaware Trustee," and, together with the
Property  Trustee  and  the  Administrative   Trustees,  the  "Trustees").   The
Subordinated  Debentures will be issued pursuant to an indenture, to be dated as
of January 31, 1997 (the  "Indenture"),  between the Company and The Bank of New
York, as trustee (the "Debenture Trustee").

          The Capital  Securities,  the  Capital  Securities  Guarantee  and the
Subordinated Debentures are hereinafter collectively referred to as the "Initial
Securities."

          The Initial Securities will be subject to the registration  rights set
forth  in  the   registration   rights  agreement  (the   "Registration   Rights
Agreement"), to be executed on and dated as of the Closing Time. Pursuant to the
Registration  Rights Agreement,  the Offerors will agree, among other things, to
file with the  Securities  and  Exchange  Commission  (the  "Commission")  (i) a
registration  statement (the "Exchange Offer Registration  Statement") under the
United States  Securities Act of 1933, as amended  (the"1933 Act"),  relating to
another series of capital securities (liquidation amount $1,000 per security) of
the Trust  (the  "Exchange  Capital  Securities"),  another  capital  securities
guarantee (the "Exchange Capital Securities  Guarantee"),  and another series of
Junior  Subordinated  Deferrable  Interest  Debentures due February 1, 2027 (the
"Exchange  Subordinated  Debentures" and, collectively with the Exchange Capital
Securities  and  the  Exchange  Capital  Securities  Guarantee,   the  "Exchange
Securities"),  to be offered in exchange for the Initial  Securities (such offer
to exchange  being  referred  to as the  "Exchange  Offer")  and/or (ii) a shelf
registration statement (the "Shelf Registration Statement") pursuant to Rule 415
of the rules and  regulations  under the 1933 Act (the  "1933 Act  Regulations")
relating  to the  resale by  certain  holders  of the  Capital  Securities.  The
Registration  Rights  Agreement  shall be in a form, and shall contain terms and
provisions, customary for similar Rule 144A transactions, and shall otherwise be
in form and substance reasonably satisfactory to KBW.

          The  Initial  Securities  and  the  Exchange  Securities  are  jointly
referred to as the "Securities". The Indenture, the Declaration, the Guarantees,
the  Registration  Rights  Agreement,  the DTC Agreement and this  Agreement are
hereinafter referred to collectively as the "Operative Documents."

          The Offerors understand that the Initial Purchasers propose to make an
offering of the Capital  Securities  (as  guaranteed  by the Capital  Securities
Guarantee)  on the terms and in the manner  set forth  herein and agree that the
Initial  Purchasers may resell,  subject to the conditions set forth herein, all
or a portion of the Capital Securities to purchasers  ("Subsequent  Purchasers")
at any time after the date of this Agreement.  The Capital  Securities are to be
offered and sold through the Initial  Purchasers  without being registered under
the 1933 Act, in reliance upon  exemptions  therefrom.  Pursuant to the terms of
the Capital  Securities,  investors  that acquire  Capital  Securities  may only
resell or otherwise  transfer such Capital Securities if such Capital Securities
are  hereafter  registered  under  the  1933  Act or if an  exemption  from  the
registration  requirements of the 1933 Act is available (including the exemption
afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") of the 1933
Act Regulations).

          The Offerors  have  prepared and  delivered to the Initial  Purchasers
copies  of a  preliminary  offering  memorandum  dated  January  27,  1997  (the
"Preliminary  Offering  Memorandum")  and have  prepared and will deliver to the
Initial  Purchasers,  as  soon  as  practicable,  copies  of  a  final  offering
memorandum,  dated January 28, 1997 (the "Final Offering Memorandum"),  each for
use by the Initial  Purchasers in connection with their respective  solicitation
of purchases of, or offering of, the Capital Securities.  "Offering  Memorandum"
means, with respect to any date or time referred to in this Agreement,  the most
recent offering memorandum  (whether the Preliminary  Offering Memorandum or the
Final  Offering  Memorandum,  or any  amendment  or  supplement  to either  such
document),  including exhibits thereto and any documents incorporated therein by
reference,  which has been prepared and delivered by the Offerors to the Initial
Purchasers in connection  with their  solicitation  of purchases of, or offering
of, the Capital Securities.

          All references in this Agreement to financial statements and schedules
and other information which is "contained,"  "included," "disclosed" or "stated"
in the Offering  Memorandum (or other references of like import) shall be deemed
to mean and  include  all such  financial  statements  and  schedules  and other
information which are incorporated by reference in the Offering Memorandum;  and
all  references in this  Agreement to amendments or  supplements to the Offering
Memorandum  shall be deemed to mean and include the filing of any document under
the  Securities  Exchange  Act of 1934,  as amended  (the "1934  Act")  which is
incorporated by reference in the Offering Memorandum.

          Representations and Warranties.

          The Offerors  jointly and  severally  represent and warrant to each of
the Initial  Purchasers  as of the date hereof and as of the Closing  Time,  and
agree with each of the Initial Purchasers as follows:

          The Offerors have not, directly or indirectly,  solicited any offer to
buy or offered to sell, and will not, directly or indirectly,  solicit any offer
to buy or offer to sell, in the United States or to any United States citizen or
resident,  any  security  which is or would be  integrated  with the sale of the
Capital  Securities in a manner that would require the Capital  Securities to be
registered under the 1933 Act.

          The  Offering  Memorandum  does not, and at the Closing Time will not,
include an untrue  statement of a material fact or omit to state a material fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances  under which they were made,  not  misleading;  provided that this
representation,  warranty  and  agreement  shall not apply to  statements  in or
omissions from the Offering  Memorandum  made in reliance upon and in conformity
with  information  furnished  to the  Offerors in writing by or on behalf of any
Initial Purchaser expressly for use in the Offering Memorandum.

          The documents  incorporated  or deemed to be incorporated by reference
in the Offering Memorandum at the time they were or hereafter are filed with the
Commission   complied  and  will  comply  in  all  material  respects  with  the
requirements  of the 1934 Act and the rules and  regulations  of the  Commission
thereunder (the "1934 Act Regulations"),  and, when read together with the other
information in the Offering  Memorandum,  at the date of the Offering Memorandum
and at the Closing  Time,  do not and will not include an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

          The financial  statements of the Company  incorporated by reference in
the Offering Memorandum present fairly the financial position of the Company and
its  consolidated  subsidiaries  as of the dates  indicated  and the  results of
operations  and changes in financial  position of such  entities for the periods
specified; except as otherwise stated in the Offering Memorandum, such financial
statements have been prepared in conformity with generally  accepted  accounting
principles ("GAAP") applied on a consistent basis; and the supporting  schedules
for the Company and its consolidated  subsidiaries  incorporated by reference in
the Offering  Memorandum  present fairly the  information  required to be stated
therein.  The summary financial data included in the Offering Memorandum present
fairly  the  information  shown  therein  and  have  been  compiled  on a  basis
consistent  with  that  of the  audited  financial  statements  included  in the
Offering Memorandum.

          The accountants who certified the financial  statements and supporting
schedules  of the  Company and its  consolidated  subsidiaries  incorporated  by
reference in the Offering  Memorandum  are  independent  public  accountants  as
required by the 1933 Act and the 1933 Act Regulations.

          Since the  respective  dates as of which  information  is given in the
Offering  Memorandum,  except as may  otherwise  be stated  in, or  referred  to
therein:  (1) there has not been any material  adverse  change in the condition,
financial  or  otherwise,  of the Trust or of the Company  and its  consolidated
subsidiaries considered as one enterprise, or in the earnings,  assets, business
affairs  or  business  prospects  of  the  Trust  or  of  the  Company  and  its
subsidiaries  considered  as  one  enterprise,  whether  or not  arising  in the
ordinary course of business,  (2) there have not been any  transactions  entered
into by the Trust or by the Company or any of its subsidiaries other than in the
ordinary  course of business  which are material to the Trust or the Company and
its consolidated  subsidiaries considered as one enterprise,  and (3) except for
regular quarterly dividends on the Company's outstanding shares of common stock,
there has been no dividend or distribution of any kind declared, paid or made by
the Company on its capital stock or by the Trust on any class of its securities.

          The Company has been duly  incorporated  and is validly  existing as a
corporation  in good standing  under the laws of the State of New Jersey and has
corporate  power and authority to own,  lease and operate its  properties and to
conduct its business as described in the Offering  Memorandum  and to enter into
and perform its obligations under this Agreement;  the Company is duly qualified
as a foreign  corporation  to transact  business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the  ownership or leasing of property or the conduct of  business,  except where
the  failure so to qualify or to be in good  standing  would not have a material
adverse  effect on the  condition,  financial  or  otherwise,  or the  earnings,
business  affairs  or  business  prospects  of the  Company  and its  subsidiary
considered  as one  enterprise;  and the  Company is duly  registered  as a bank
holding company under the Bank Holding Company Act of 1956, as amended.

          Each of HUB and  Lafayette has been duly  incorporated  and is validly
existing  as a  bank  in  good  standing  under  the  laws  of  New  Jersey  and
Connecticut,  respectively,  has corporate power and authority to own, lease and
operate its  properties and to conduct its business as described in the Offering
Memorandum and is duly qualified as a foreign  corporation to transact  business
and is in good  standing in each  jurisdiction  in which such  qualification  is
required,  whether by reason of the  ownership  or leasing  of  property  or the
conduct of  business,  except  where the  failure so to qualify or to be in good
standing would not have a material adverse effect on the condition, financial or
otherwise,  or the  earnings,  business  affairs or  business  prospects  of the
Company and its subsidiaries considered as one enterprise; all of the issued and
outstanding  capital  stock of each of the Banks has been  duly  authorized  and
validly issued,  is fully paid and  non-assessable  and is directly owned by the
Company,  free and  clear of any  security  interest,  mortgage,  pledge,  lien,
encumbrance, claim or equity; none of the outstanding shares of capital stock of
any of the Banks was issued in violation of the  preemptive or similar rights of
any  stockholder  of such  corporation  arising by operation  of law,  under the
charter or by-laws of any subsidiary or under any agreement to which the Company
or any such Bank is a party.

          The Company and its subsidiaries have good and marketable title to all
properties (real and personal) owned by the Company and its  subsidiaries,  free
and  clear  of  all  mortgages,  pledges,  liens,  security  interests,  claims,
restrictions or encumbrances of any kind except such as (a) are described in the
Offering Memorandum or (b) do not, singly or in the aggregate, materially affect
the value of such property and do not  interfere  with the use made and proposed
to be  made  of  such  property  by the  Company  or its  subsidiaries;  and all
properties  held under lease by the Company or its  subsidiaries  are held under
valid,  subsisting and enforceable leases, except where the failure to hold such
leases would not, singly or in the aggregate,  have a material adverse effect on
the  condition,  financial or otherwise,  or the earnings,  business  affairs or
business  prospects  of the  Company  and  its  subsidiaries  considered  as one
enterprise.

          The authorized,  issued and  outstanding  capital stock of the Company
set forth in the  Offering  Memorandum  under the  heading  "Capitalization"  is
accurate  as of the date  indicated  in such  document;  and the  shares of such
issued and  outstanding  capital  stock have been duly  authorized  and  validly
issued and are fully paid and  non-assessable and such capital stock conforms in
all  material  respects to all  statements  relating  thereto  contained  in the
Offering Memorandum.

          The  Trust has been  duly  created  and is  validly  existing  in good
standing as a statutory business trust under the Delaware Act with the power and
authority  to own  property  and to conduct  its  business as  described  in the
Offering  Memorandum  and to enter into and  perform its  obligations  under the
Operative Documents, as applicable, and the Capital Securities; the Trust is not
a party to or  otherwise  bound  by any  material  agreement  other  than  those
described in the Offering Memorandum;  the Trust is and will, under current law,
be classified  for United States  federal income tax purposes as a grantor trust
and not as an association taxable as a corporation;  the Trust does not have any
consolidated or unconsolidated subsidiaries; the Trust is and will be treated as
a consolidated  subsidiary of the Company pursuant to GAAP; and the Trust is not
required to be  authorized  to do business  in any  jurisdiction  other than the
State of Delaware, except where the failure to be so authorized would not have a
material  adverse  effect  on the  condition,  financial  or  otherwise,  or the
earnings,  business  affairs  or  business  prospects  of the  Company  and  its
subsidiaries considered as one enterprise.

          The Common  Securities  have been duly  authorized by the  Declaration
and,  when  issued and  delivered  by the Trust to the Company  against  payment
therefor as  described in the Offering  Memorandum,  will be validly  issued and
will represent  undivided  beneficial  interests in the assets of the Trust; the
issuance of the Common  Securities is not subject to preemptive or other similar
rights;  and at the  Closing  Time  all of the  issued  and  outstanding  Common
Securities of the Trust will be directly  owned by the Company free and clear of
any security interest,  mortgage, pledge, lien, encumbrance,  claim or equitable
right.

          As of the Closing  Time,  the Capital  Securities  will have been duly
authorized by the Trust and, when issued and delivered  against payment therefor
as provided  herein,  will be validly  issued and fully paid and  non-assessable
undivided  beneficial  interests  in the assets of the Trust and will conform to
the description thereof contained in the Offering Memorandum and the issuance of
the  Capital  Securities  will not be subject  to  preemptive  or other  similar
rights;  and as of the Closing Time, the Exchange  Capital  Securities will have
been duly  authorized  by the  Trust,  and when  issued in  accordance  with the
Declaration,  will be validly issued and fully paid and non-assessable undivided
beneficial interests in the Trust. The holders of the Capital Securities and the
Exchange Capital  Securities,  respectively,  as beneficial owners of the Trust,
will be entitled to the same  limitation of personal  liability as that extended
to stockholders of private  corporations  for profit organized under the General
Corporation Law of the State of Delaware.

          The  execution  and  delivery  by the  Trust and the  Company  of this
Agreement and the  performance by the Trust and the Company of their  respective
obligations hereunder, have been duly authorized by all necessary business trust
action on the part of the Trust and corporate action on the part of the Company;
and this  Agreement  has been duly  executed and  delivered by the Trust and the
Company.

          The  Declaration  has been duly  authorized by the Company and, at the
Closing Time,  will have been duly executed and delivered by the Company and the
Trustees,  and  assuming  due  authorization,  execution  and  delivery  of  the
Declaration by the Property  Trustee and the Delaware  Trustee,  the Declaration
will, at the Closing Time, be a valid and binding  obligation of the Company and
the  Trustees,  enforceable  against the Company and the Trustees in  accordance
with its terms,  except to the extent that enforcement thereof may be limited by
the  receivership,  conservatorship  and  supervisory  powers of bank regulatory
agencies  generally  as  well  as  to  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws  affecting  creditors'  rights  generally or by
general principles of equity (regardless of whether enforcement is considered in
a proceeding  at law or in equity) and the  availability  of equitable  remedies
(collectively,  the "Enforceability  Exceptions");  and at the time the Exchange
Offer is consummated,  the  Declaration  will have been duly qualified under the
Trust Indenture Act of 1939, as amended (the "1939 Act").

          Each of the Guarantees and the Exchange Capital  Securities  Guarantee
has been duly  authorized by the Company and, at the Closing  Time,  each of the
Guarantees  will have been duly executed and delivered by the Company,  and will
constitute a valid and binding  obligation of the Company,  enforceable  against
the Company in accordance with its terms,  except to the extent that enforcement
thereof may be limited by the Enforceability Exceptions; at or prior to the time
the Exchange Offer is consummated,  the Exchange  Capital  Securities  Guarantee
will have been duly executed and delivered by the Company, and will constitute a
valid and binding obligation of the Company,  enforceable against the Company in
accordance with its terms,  except to the extent that enforcement thereof may be
limited by the Enforceability  Exceptions; and at the time the Exchange Offer is
consummated,  the  Exchange  Capital  Securities  Guarantee  will have been duly
qualified under the 1939 Act.

          The  Indenture  has been duly  authorized  by the Company  and, at the
Closing Time, will have been duly executed and delivered by the Company and will
constitute a valid and binding agreement of the Company, enforceable against the
Company in  accordance  with its terms,  except to the extent  that  enforcement
thereof  may be limited by the  Enforceability  Exceptions;  and at the time the
Exchange Offer is consummated, the Indenture will have been duly qualified under
the  1939 Act and will  conform  to the  description  thereof  contained  in the
Offering Memorandum.

          The  Subordinated  Debentures have been duly authorized by the Company
and, at the Closing Time,  will have been duly executed by the Company and, when
authenticated in the manner provided for in the Indenture and delivered  against
payment therefor as described in the Offering Memorandum,  will constitute valid
and binding obligations of the Company, and the Exchange Subordinated Debentures
have been duly  authorized by the Company and, when duly executed by the Company
and authenticated in the manner provided in the Indenture, will constitute valid
and binding  obligations of the Company,  in each case,  enforceable against the
Company in accordance  with their terms,  except to the extent that  enforcement
thereof may be limited by the  Enforceability  Exceptions;  and the Subordinated
Debentures will be in the form contemplated by, and entitled to the benefits of,
the  Indenture  and will  conform to the  description  thereof  in the  Offering
Memorandum.

          The  Registration  Rights  Agreement  has been duly  authorized by the
Offerors  and, at the Closing  Time,  will have been duly executed and delivered
and will constitute a valid and binding  agreement of the Offerors,  enforceable
against  the  Offerors  in  accordance  with its  terms,  except  to the  extent
enforcement  thereof may be limited by the  Enforceability  Exceptions;  and the
Registration  Rights Agreement will conform to the description thereof contained
in the Offering Memorandum.

          The Operative Documents, the Capital Securities, the Common Securities
and the  Guarantees  each conform in all material  respects to the  descriptions
thereof contained in the Offering Memorandum.

          Each of the  Administrative  Trustees is an officer or employee of the
Company and has been duly  authorized  by the Company to execute and deliver the
Declaration.

          At the Closing Time, the Property Trustee will be the record holder of
the Subordinated  Debentures and no security interest,  mortgage,  pledge, lien,
encumbrance,  claim or  equity  will be  noted  thereon  or on the  Subordinated
Debenture register maintained by or on behalf of the Company.

          Neither the Trust nor the Company is, and  following  consummation  of
the transactions  contemplated hereby will not be, an "investment  company" or a
company  "controlled"  by  an  "investment  company"  which  is  required  to be
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act").

          The Trust is not in violation of the Trust Certificate (defined below)
or the Declaration, and neither the Company nor any of the Banks is in violation
of its charter or by-laws and none of the Trust, the Company or any of the Banks
is in default in the  performance  or observance of any  obligation,  agreement,
covenant or condition contained in any indenture,  mortgage,  loan agreement, or
any contract, note, lease or other instrument to which it is a party or by which
it or its properties may be bound, which violation or default,  singly or in the
aggregate,  would have a material adverse effect on the condition,  financial or
otherwise,  or on the earnings,  business  affairs or business  prospects of the
Trust or the  Company  and its  subsidiary  considered  as one  enterprise;  the
execution  and delivery of this  Agreement  and the  Operative  Documents by the
Trust or the Company,  as the case may be, and the  consummation by the Offerors
of the transactions herein and therein  contemplated and the compliance with the
terms of this  Agreement  and the issuance and delivery of the  Securities  have
been duly authorized by all necessary  corporate action and do not and will not,
whether  with or  without  the  giving  of notice  or  passage  of time or both,
conflict  with or result in a breach  of any of the terms or  provisions  of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance  upon any property or assets of the Trust,  the Company or
any of the Banks under,  any  contract,  indenture,  mortgage,  deed of trust or
other  material  agreement or instrument to which the Trust,  the Company or any
Bank is a party or by which it or any of their respective  properties are bound,
except for such conflicts, breaches and defaults as, in the aggregate, would not
be material to the Trust, or to the Company and its subsidiary considered as one
enterprise,  nor will such  action  result in any  violation  of the  charter or
by-laws  of the  Company  or any of the  Banks or the  Declaration  or the trust
certificate  of the Trust  filed  with the State of  Delaware  on [ ], 1997 (the
"Trust  Certificate"),   or  any  existing  applicable  law,  rule,  regulation,
judgment,  order or decree of any government,  governmental  instrumentality  or
court,  domestic or foreign,  having jurisdiction over the Trust, the Company or
any Bank or any of their respective properties.

          No filing with, or approval, authorization or consent of, any court or
governmental  authority or agency is required in  connection  with the offering,
issuance  or  sale  of  the  Capital  Securities  under  this  Agreement  or the
consummation of the transactions contemplated by the Operative Documents, except
such as have been obtained or will have been obtained  prior to the Closing Time
or as may be required under state securities laws.

          There is no action, suit, proceeding,  inquiry or investigation before
or by any  court or  governmental  agency  or body,  domestic  or  foreign,  now
pending, or, to the knowledge of the Company,  threatened,  against or affecting
the  Company  or its  subsidiaries  which  is  not  disclosed  in  the  Offering
Memorandum  which might reasonably be expected to result in any material adverse
change in the condition,  financial or otherwise,  or in the earnings,  business
affairs or business  prospects of the Company and its  subsidiary  considered as
one  enterprise,  or which  might  reasonably  be  expected  to  materially  and
adversely  affect the properties or assets thereof or the  consummation  of this
Agreement or the  performance by the Company of its obligations  hereunder;  the
aggregate of all pending legal or governmental  proceedings to which the Company
or any of its  subsidiaries  is a party  or of  which  any of  their  respective
property  or  assets is the  subject  which are not  described  in the  Offering
Memorandum,  including  ordinary routine  litigation  incidental to the business
could not  reasonably be expected to result in a material  adverse change in the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiary considered as one enterprise.

          The Company and its subsidiaries have filed all federal,  state, local
and  foreign tax returns  that are  required to be filed or have duly  requested
extensions  thereof  and have paid all taxes  required to be paid by any of them
and any  related  assessments,  fines or  penalties,  except  for any such  tax,
assessment,  fine or  penalty  that is  being  contested  in good  faith  and by
appropriate proceedings,  and adequate charges,  accruals and reserves have been
provided for in the financial  statements  referred to in Section 1(a)(iv) above
in respect of all federal,  state, local and foreign taxes for all periods as to
which the tax liability of the Company or its  subsidiaries has not been finally
determined or remains open to examination by applicable taxing authorities.

          The Company and its subsidiaries carry or are entitled to the benefits
of insurance in such amounts and covering such risks as is generally  maintained
by companies of established repute engaged in the same or similar business,  and
all such insurance is in full force and effect.

          The  Company  and its  subsidiaries  maintain  a  system  of  internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions are executed in accordance with  management's  general and specific
authorizations;   (ii)   transactions   are  recorded  as  necessary  to  permit
preparations  of financial  statements in  conformity  with GAAP and to maintain
accountability  for  assets;  (iii)  access  to  assets  is  permitted  only  in
accordance with management's  general or specific  authorizations;  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

          The  Company  and  its   subsidiaries   possess   such   certificates,
authorities,  permits,  licenses,  approvals,  consents and other authorizations
(collectively,  "Governmental  Licenses")  issued  by the  appropriate  federal,
state, local or foreign  regulatory  agencies or bodies necessary to conduct the
business  now  operated  by  them;  the  Company  and  its  subsidiaries  are in
compliance  with the terms and  conditions  of all such  Governmental  Licenses,
except  where the failure so to comply  would not,  singly or in the  aggregate,
have a material adverse effect on the condition,  financial or otherwise, or the
earnings,  business  affairs  or  business  prospects  of the  Company  and  its
subsidiary  considered as one enterprise;  all of the Governmental  Licenses are
valid  and in  full  force  and  effect,  except  when  the  invalidity  of such
Governmental Licenses or the failure of such Governmental Licenses to be in full
force and effect  would not have a  material  adverse  effect on the  condition,
financial or otherwise,  earnings, business affairs or business prospects of the
Company and its subsidiary considered as one enterprise; and neither the Company
nor any of its subsidiaries  has received any notice of proceedings  relating to
the revocation or modification of any such Governmental  Licenses which,  singly
or in the  aggregate,  if the  subject  of an  unfavorable  decision,  ruling or
finding,  would  materially  and adversely  affect the  condition,  financial or
otherwise,  or the  earnings,  business  affairs or  business  prospects  of the
Company and its subsidiary considered as one enterprise.

          The  Company  and its  subsidiaries  own or possess or can  acquire on
reasonable terms, the patents, patent rights, licenses, inventions,  copyrights,
know-how  (including  trade  secrets and other  unpatented  and/or  unpatentable
proprietary or confidential  information,  systems or  procedures),  trademarks,
service marks and trade names  (collectively,  "patent and proprietary  rights")
presently  employed by them in connection with the business now operated by them
as  described in the Offering  Memorandum,  except where lack thereof  would not
result in a material adverse change in the condition, financial or otherwise, or
the  earnings,  business  affairs or business  prospects  of the Company and its
subsidiary considered as one enterprise,  and neither the Company nor any of its
subsidiaries  has received any notice or is otherwise aware of any  infringement
of or conflict  with  asserted  rights of others  with  respect to any patent or
proprietary  rights or of any facts or  circumstances  which  would  render  any
patent and  proprietary  rights invalid or inadequate to protect the interest of
the Company and its subsidiaries therein, and which infringement or conflict (if
the subject of any  unfavorable  decision,  ruling or finding) or  invalidity or
inadequacy,  singly or in the  aggregate,  would result in any material  adverse
change in the condition,  financial or otherwise,  or in the earnings,  business
affairs or business  prospects of the Company and its  subsidiary  considered as
one enterprise.

          No labor dispute with the employees of the Company or its subsidiaries
exists or, to the knowledge of the Company, is imminent.

          The Trust,  the Company and its  subsidiaries  are in compliance with,
and conduct their respective  businesses in conformity with, all applicable laws
and  governmental  regulations,  the  violation  of which  would have a material
adverse  effect on the  condition,  financial or otherwise,  or on the earnings,
business  affairs,  or business  prospects of the Trust,  or the Company and its
subsidiaries considered as one enterprise.

          Other  than such  agreements,  contracts  and other  documents  as are
described  in the  Offering  Memorandum  or  otherwise  filed as Exhibits to the
Company's  annual  report  on Form  10-K or  quarterly  reports  on Form 10-Q or
current  reports  on  Form  8-K   incorporated  by  reference  in  the  Offering
Memorandum,  there are no  agreements,  contracts  or  documents  of a character
described in Item 601 of Regulation  S-K under the 1933 Act to which the Company
or any of the Principal Subsidiaries is a party.

          The Company has not taken and will not take,  directly or  indirectly,
any action  designed to or which has  constituted  or which might  reasonably be
expected to cause or result in stabilization or manipulation of the price of the
Securities.

          The Capital  Securities are eligible for resale  pursuant to Rule 144A
and will not be, at the Closing Time, of the same class as securities  listed on
a national  securities  exchange  registered under Section 6 of the 1934 Act, or
quoted in a U.S. automated interdealer quotation system.

          None of the Trust, the Company,  or any of their  affiliates,  as such
term is defined in Rule 501(b) under the 1933 Act ("Affiliates"),  or any person
acting on its or any of their behalf (other than the Initial  Purchasers,  as to
whom the  Offerors  make no  representation)  has  engaged  or will  engage,  in
connection with the offering of the Capital  Securities,  in any form of general
solicitation or general  advertising within the meaning of Rule 502(c) under the
1933 Act.

          Subject to compliance by the Initial  Purchasers  with the  procedures
set forth in Section 6 hereof,  prior to the Exchange Offer, it is not necessary
in connection with the offer, sale and delivery of the Capital Securities to the
Initial Purchasers and to each Subsequent  Purchaser in the manner  contemplated
by this Agreement and the Offering Memorandum to register the Capital Securities
under the 1933 Act or to qualify any indenture or any  guarantee  under the 1939
Act.

          With respect to those Capital Securities,  if any, sold in reliance on
Regulation S, (A) none of the Trust,  the Company,  its Affiliates or any person
acting on its or their behalf (other than the Initial Purchasers, as to whom the
Offerors  make no  representation)  has engaged or will  engage in any  directed
selling  efforts  within the meaning of  Regulation S and (B) each of the Trust,
the  Company and its  Affiliates  and any person  acting on its or their  behalf
(other  than  the  Initial   Purchasers,   as  to  whom  the  Offerors  make  no
representation)  has  complied  and will comply with the  offering  restrictions
requirement of Regulation S.

          Any  certificate  signed  by any  Trustee  of the  Trust  or any  duly
authorized officer of the Company or any of the Banks and delivered to you or to
counsel for the Initial Purchasers shall be deemed a representation and warranty
by the Trust or the Company, as the case may be, to the Initial Purchasers as to
the matters covered thereby.

          Sale and Delivery to Initial Purchasers; Closing.

          On the basis of the  representations  and warranties  herein contained
and subject to the terms and  conditions  herein set forth,  the Trust agrees to
sell to each Initial  Purchaser,  severally  and not  jointly,  and each Initial
Purchaser  agrees to purchase  from the Trust,  at a price of $1,000 per Capital
Security,  the number of Capital Securities set forth in Schedule A opposite the
name of such Initial  Purchaser,  plus any additional  Capital  Securities which
such  Initial  Purchaser  may  become  obligated  to  purchase  pursuant  to the
provisions of Section 10 hereof.

          Deliveries of certificates for the Capital Securities shall be made at
the office of KBW in New York (or at the  offices of Brown & Wood LLP  specified
below in the case of Capital  Securities  registered in the name of Cede & Co.),
and payment of the purchase  price for the Capital  Securities  shall be made by
the Initial  Purchasers to the Trust by wire transfer of  immediately  available
funds contemporaneous with closing at the offices of Brown & Wood LLP, One World
Trade Center,  New York,  New York 10048,  at 10:00 A.M. on January 31, 1997, or
such  other time not later  than ten  business  days after such date as shall be
agreed upon by KBW and the Offerors  (such time and date of payment and delivery
being herein called the "Closing Time").

          Payment for the Capital Securities purchased by the Initial Purchasers
shall be made to the Trust by wire  transfer  of  immediately  available  funds,
against  delivery for the account of the Initial  Purchasers of certificates for
the Capital Securities. Certificates for the Capital Securities shall be in such
denominations and registered in such names as the Initial Purchasers may request
in writing at least one business day before the Closing  Time.  It is understood
that each of the Initial Purchasers has authorized KBW for its account to accept
delivery of, receipt for, and make payment of the purchase price for the Capital
Securities  which  it has  agreed  to  purchase.  KBW,  individually  and not as
representative  of the Initial  Purchasers,  may (but shall not be obligated to)
make payment of the Purchase price for the Capital Securities to be purchased by
any Initial  Purchaser  whose funds have not been  received by the Closing Time,
but such payment shall not relieve such Initial  Purchaser from its  obligations
hereunder.  The certificates  representing the Capital  Securities which are not
resold to institutional  "accredited  investors" shall be registered in the name
of Cede & Co.  pursuant to the DTC  Agreement  and shall be made  available  for
examination and packaging by the Initial  Purchasers in The City of New York not
later than 10:00 A.M. on the last business day prior to the Closing Time.

          As  compensation  to the  Initial  Purchasers  for  their  commitments
hereunder  and in view of the fact that the  proceeds of the sale of the Capital
Securities will be used to purchase Subordinated  Debentures of the Company, the
Company hereby agrees to pay at the Closing Time to KBW in immediately available
funds,  for the several accounts of the Initial  Purchasers,  $15.00 per Capital
Security to be delivered by the Company hereunder at the Closing Time.

          Each Initial  Purchaser,  severally  and not jointly,  represents  and
warrants to, and agrees with,  the Company that it is a Qualified  Institutional
Buyer (as defined in Section 6(a)(i)) and an Institutional  Accredited  Investor
(as defined in Section 6(a)(i)).

          Covenants  of the  Offerors.  The Offerors  covenant  with each of the
Initial Purchasers as follows:

          The  Offerors,  as promptly as possible,  will furnish to each Initial
Purchasers, without charge, such number of copies of the Offering Memorandum and
any amendments and supplements  thereto and documents  incorporated by reference
therein as such Initial Purchasers may reasonably request.

          The  Offerors  will  immediately  notify each Initial  Purchaser,  and
confirm  such  notice in  writing,  of (x) any filing  made by the  Offerors  of
information  relating  to  the  offering  of the  Capital  Securities  with  any
securities  exchange or any other  regulatory  body in the United  States or any
other  jurisdiction,  and (y) prior to the  completion  of the  placement of the
Capital Securities by the Initial Purchasers as evidenced by a notice in writing
from  the  Initial  Purchasers  to the  Offerors,  any  material  changes  in or
affecting the earnings,  business affairs or business prospects of the Trust, or
the Company and its subsidiary considered as one enterprise,  which (i) make any
statement  in the  Offering  Memorandum  false  or  misleading  or (ii)  are not
disclosed in the Offering  Memorandum.  In such event or if during such time any
event  shall  occur as a result  of which  it is  necessary,  in the  reasonable
opinion of the Company,  its counsel or counsel for the Initial  Purchasers,  to
amend  or  supplement  the  Offering  Memorandum  in  order  that  the  Offering
Memorandum not include any untrue  statement of a material fact or omit to state
a material fact necessary in order to make the statements therein not misleading
in the light of the  circumstances  then  existing,  the Company will  forthwith
amend or supplement  the Offering  Memorandum by preparing and furnishing to the
Initial Purchasers an amendment or amendments of, or a supplement or supplements
to,  the  Offering  Memorandum  (in  form  and  substance  satisfactory  in  the
reasonable opinion of counsel for the Initial Purchasers) so that, as so amended
or supplemented, the Offering Memorandum will not include an untrue statement of
a material fact or omit to state a material fact  necessary in order to make the
statements therein, in the light of the circumstances existing at the time it is
delivered to a Subsequent Purchaser, not misleading.

          The  Offerors  will  advise  each  Initial  Purchaser  promptly of any
proposal to amend or supplement the Offering Memorandum and will not effect such
amendment or  supplement  without the consent of the Initial  Purchasers,  which
consent shall not be unreasonably  withheld.  Neither the consent of the Initial
Purchasers,  nor the  Initial  Purchasers'  delivery  of any such  amendment  or
supplement,  shall  constitute  a waiver of any of the  conditions  set forth in
Section 5 hereof.

          The Offerors will cooperate with the Initial  Purchasers and use their
reasonable  best  efforts to permit the Capital  Securities  to be eligible  for
clearance and settlement through the facilities of DTC.

          The Trust will use the  proceeds  received  by it from the sale of the
Capital Securities in the manner specified in the Offering Memorandum under "Use
of Proceeds",  and the Company will use the net proceeds received by it from the
sale of the  Subordinated  Debentures  substantially  in the manner specified or
contemplated in the Offering Memorandum under "Use of Proceeds".

          Prior to the thirtieth day after the date of the Closing Time, neither
the Trust nor the  Company  will,  without  the prior  written  consent  of KBW,
directly or indirectly,  issue,  sell,  offer or agree to sell, grant any option
for the sale of, or  otherwise  dispose of,  Capital  Securities,  any  security
convertible  into  exchangeable  or  exercisable  for Capital  Securities or the
Subordinated Debentures or any debt securities  substantially similar (including
provisions  with  respect  to the  deferral  of  interest)  to the  Subordinated
Debentures  or  any  equity  security   substantially  similar  to  the  Capital
Securities (except for the Securities issued pursuant to this Agreement).

          Payment of Expenses.

          Expenses.   The  Company  will  pay  all  expenses   incident  to  the
performance  of its  obligations  and the  obligations  of the Trust  under this
Agreement,  including  (i)  the  preparation,  printing  and any  filing  of the
Preliminary  Offering  Memorandum,  the  Final  Offering  Memorandum  (including
financial statements and any schedules or exhibits and any document incorporated
therein by  reference)  and of each  amendment or supplement  thereto,  (ii) the
preparation,  printing and delivery to the Initial Purchasers of this Agreement,
the  Operative  Documents  and  such  other  documents  as  may be  required  in
connection  with the offering,  purchase,  sale and delivery of the  Securities,
(iii)  the  preparation,  issuance  and  delivery  of the  certificates  for the
Securities to the Initial  Purchasers,  (iv) the fees and  disbursements  of the
Company's  counsel,  accountants and other advisors,  (v) rating agency fees and
(vi) the fees and expenses of any trustee  appointed  under any of the Operative
Documents,  including the fees and disbursements of counsel for such trustees in
connection with the Operative Documents.

          Termination  of  Agreement.  If this  Agreement is  terminated  by the
Initial  Purchasers in accordance  with the provisions of Section 5 or Section 9
hereof,  the Company  shall  reimburse the Initial  Purchasers  for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of Brown
& Wood LLP, counsel for the Initial Purchasers.

          Conditions of the Initial Purchasers' Obligations.  The obligations of
the several  Initial  Purchasers  hereunder  are subject to the  accuracy of the
representations  and warranties of the Offerors contained in Section 1 hereof or
in  certificates  of any Trustee of the Trust,  officer of the Company or any of
its subsidiaries delivered pursuant to the provisions hereof, to the performance
by the Offerors of their  obligations  hereunder,  and to the following  further
conditions:

          Opinion of Outside  Counsel for  Offerors.  At the Closing  Time,  the
Initial  Purchasers shall have received the favorable  opinion,  dated as of the
Closing Time, of Pitney,  Hardin, Kipp & Szuch,  counsel for the Company, to the
effect set forth in Exhibit A hereto.

          Opinion of Special Delaware Counsel for Offerors. At the Closing Time,
the Initial  Purchasers shall have received the favorable  opinion,  dated as of
the Closing Time, of Morris, Nichols, Arsht & Tunnell,  special Delaware counsel
to the Offerors to the effect set forth in Exhibit B hereto.

          Opinions of Counsel for The Bank of New York. At the Closing Time, the
Initial Purchasers shall have received the favorable  opinions,  dated as of the
Closing Time, of Emmet,  Marvin & Martin,  LLP, counsel to The Bank of New York,
as Property  Trustee  under the  Declaration,  and  Guarantee  Trustee under the
Capital  Securities  Guarantee  Agreement,  to the effect set forth as Exhibit C
hereto.

          Opinion of Special Tax Counsel for the Offerors.  At the Closing Time,
the Initial  Purchasers shall have received an opinion,  dated as of the Closing
Time, of Pitney, Hardin, Kipp & Szuch, special tax counsel to the Offerors, that
(i) the  Subordinated  Debentures  will be classified  for United States federal
income tax  purposes  as  indebtedness  of the  Company,  (ii) the Trust will be
classified  for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation and (iii) although the discussion
set forth in the Offering  Memorandum  under the heading "Certain Federal Income
Tax Consequences" does not purport to discuss all possible United States federal
income tax  consequences  of the  purchase,  ownership  and  disposition  of the
Capital Securities,  such discussion  constitutes,  in all material respects,  a
fair and accurate  summary of the United States federal income tax  consequences
of the  purchase,  ownership and  disposition  of the Capital  Securities  under
current law. Such opinion may be conditioned on, among other things, the initial
and continuing accuracy of the facts, financial and other information, covenants
and  representations  set forth in  certificates  of officers of the Company and
other documents deemed necessary for such opinion.

          Opinion of Counsel for Initial  Purchasers.  At the Closing Time,  the
Initial  Purchasers shall have received the favorable  opinion,  dated as of the
Closing  Time,  of Brown & Wood LLP,  counsel for the Initial  Purchasers,  with
respect to the  incorporation  and legal existence of the Company,  the Series A
Capital  Securities,  the Indenture,  the Series A Capital Securities  Guarantee
Agreement,  this Agreement,  the  Registration  Rights  Agreement,  the Offering
Memorandum and other related matters as the Initial Purchasers may require. Such
counsel may also state that,  insofar as such opinion  involves factual matters,
they have relied, to the extent they deem proper,  upon certificates of Trustees
of the Trust,  officers of the Company and its  subsidiaries and certificates of
public officials.

          Certificates.  At the Closing Time,  there shall not have been,  since
the date hereof or since the respective  dates as of which  information is given
in the  Offering  Memorandum,  any  material  adverse  change in the  condition,
financial  or  otherwise,  or in the  earnings,  business  affairs  or  business
prospects  of the Trust,  or the Company and its  subsidiary  considered  as one
enterprise,  whether or not arising in the ordinary course of business,  and the
Initial  Purchasers shall have received a certificate of any Chairman,  any Vice
Chairman,  the Chief  Executive  Officer,  the President or any  Executive  Vice
President  or Senior Vice  President  of the Company and of the chief  financial
officer or the chief  accounting  officer of the Company and a certificate of an
Administrative Trustee of the Trust, dated as of the Closing Time, to the effect
that  (i)  there  has  been  no  such   material   adverse   change,   (ii)  the
representations  and  warranties  in Section 1 hereof were true and correct when
made and are true and correct with the same force and effect as though expressly
made at and as of the Closing  Time,  and (iii) the Offerors  have complied with
all  agreements  and satisfied  all  conditions on their part to be performed or
satisfied at or prior to the Closing Time.

          Accountant's  Comfort  Letter.  At  the  time  of  execution  of  this
Agreement, the Initial Purchasers shall have received from Arthur Anderson & Co.
a letter  dated such date,  in form and  substance  satisfactory  to the Initial
Purchasers,  containing  statements  and  information  of  the  type  ordinarily
included in accountants' "comfort letters" to initial purchasers with respect to
the financial  statements  and certain  financial  information  contained in the
Offering Memorandum.

          Bring-down Comfort Letter. At the Closing Time, the Initial Purchasers
shall have received from Arthur Andersen & Co. a letter, dated as of the Closing
Time,  to the  effect  that they  reaffirm  the  statements  made in the  letter
furnished pursuant to subsection (g) of this Section,  except that the specified
date referred to shall be a date not more than three  business days prior to the
Closing Time.

          Maintenance  of  Rating.  At the  Closing  Time,  the Series A Capital
Securities shall be rated at least "BBB-" by Fitch Investors  Service  ("Fitch")
and the Trust shall have delivered to the Initial  Purchasers a letter dated the
Closing Time,  from such rating agency,  or other evidence  satisfactory  to the
Initial  Purchasers,  confirming that the Series A Capital  Securities have such
rating; and between the date of this Agreement and the Closing Time, there shall
not have occurred a downgrading  in the rating  assigned to the Series A Capital
Securities or any of the  Company's  other debt  securities by Fitch,  and Fitch
shall not have publicly announced that it has under surveillance or review, with
possible negative implications, or that it otherwise has a negative outlook with
respect to, its rating of any of the Series A Capital  Securities  or any of the
Company's other debt securities.

          Additional  Documents.  At the Closing  Time,  counsel for the Initial
Purchasers  shall have been furnished with the  Registration  Rights  Agreement,
executed by the Company and the Trust,  and such other documents and opinions as
they may  reasonably  require for the purpose of enabling  them to pass upon the
issuance and sale of the Capital Securities as herein contemplated,  or in order
to evidence  the accuracy of any of the  representations  or  warranties  of the
Offerors, or the fulfillment of any of the conditions, herein contained; and all
proceedings  taken by the Offerors in  connection  with the issuance and sale of
the Capital Securities as herein  contemplated shall be reasonably  satisfactory
in form and  substance  to the  Initial  Purchasers  and counsel for the Initial
Purchasers.

          Termination of Agreement.  If any condition  specified in this Section
shall  not have  been  fulfilled  when and as  required  to be  fulfilled,  this
Agreement may be terminated by the Initial  Purchasers by written  notice to the
Offerors at any time at or prior to the Closing Time, and such termination shall
be without  liability  of any party to any other  party  except as  provided  in
Section 4 and except that Sections 7, 8 and 9 shall survive any such termination
and remain in full force and effect.

          Subsequent Offers and Sales of the Capital Securities.

          Offer and Sale  Procedures.  Each of the  Initial  Purchasers  and the
Offerors  hereby  establish  and agree to observe the  following  procedures  in
connection with the offer and sale of the Capital Securities:

          Offers and Sales only to Institutional Accredited Investors, Qualified
Institutional  Buyers and  Non-U.S.  Persons.  Offers  and sales of the  Capital
Securities  will be made  only by the  Initial  Purchasers  or their  respective
affiliates  thereof qualified to do so in the jurisdictions in which such offers
or sales are made.  Each such  offer or sale  shall  only be made (A) to persons
whom the offeror or seller  reasonably  believes to be  qualified  institutional
buyers  (as  defined  in  Rule  144A  under  the  Securities  Act)   ("Qualified
Institutional  Buyers"),  or (B) to a  limited  number  of  other  institutional
accredited investors (as such term is defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D) that the offeror or seller reasonably  believes to be and, with
respect to sales and deliveries,  that are accredited investors  ("Institutional
Accredited  Investors"),  or (C) non-U.S.  persons  outside the United States to
whom the offeror or seller  reasonably  believes offers and sales of the Capital
Securities may be made in reliance upon Regulation S under the 1933 Act.

          No  General   Solicitation.   No  general   solicitation   or  general
advertising  (within the meaning of Rule 502(c) under the 1933 Act) will be used
in the United States in connection with the offering of the Capital Securities.

          Purchases  by  Non-Bank  Fiduciaries.   In  the  case  of  a  non-bank
Subsequent Purchaser of a Capital Security acting as a fiduciary for one or more
third parties in connection with an offer and sale to such purchaser pursuant to
clause (a) above,  each third party  shall,  in the  judgment of the  applicable
Initial  Purchaser,  be an  Institutional  Accredited  Investor  or a  Qualified
Institutional Buyer or a non-U.S. person outside the United States.

          Subsequent  Purchaser  Notification.  Each Initial Purchaser will take
reasonable  steps to  inform,  and  cause  each of its U.S.  affiliates  to take
reasonable  steps to inform,  persons  acquiring  Capital  Securities  from such
Initial  Purchaser or  affiliate,  as the case may be, in the United States that
the Capital  Securities  (A) have not been and will not be registered  under the
1933 Act, (B) are being sold to them without  registration under the 1933 Act in
reliance on Rule 144A or in accordance with another  exemption from registration
under  the 1933 Act,  as the case may be,  and (C) may not be  offered,  sold or
otherwise  transferred except (1) to the Company,  (2) outside the United States
in accordance  with  Regulation S, or (3) inside the United States in accordance
with  (x)  Rule  144A to a  person  whom the  seller  reasonably  believes  is a
Qualified  Institutional  Buyer that is purchasing  such  Securities for its own
account or for the account of a Qualified  Institutional Buyer to whom notice is
given that the offer, sale or transfer is being made in reliance on Rule 144A or
(y) an exemption from  registration  under the 1933 Act (including the exemption
provided by Rule 144), if available.

          Minimum  Amount.  No  sale  of  the  Capital  Securities  to  any  one
Subsequent  Purchaser will be in blocks of less than U.S.  $100,000  liquidation
amount.

          Restrictions  on  Transfer.  The transfer  restrictions  and the other
provisions of the  Declaration,  including the legend  required  thereby,  shall
apply to the Capital  Securities  except as otherwise agreed by the Offerors and
the Initial  Purchasers.  Following  the sale of the Capital  Securities  by the
Initial  Purchasers to Subsequent  Purchasers  pursuant to the terms hereof, the
Initial  Purchasers  shall not be liable or  responsible to the Offerors for any
losses,  damages or liabilities suffered or incurred by the Offerors,  including
any losses,  damages or liabilities under the 1933 Act, arising from or relating
to any resale or transfer of any Capital Security.

          Delivery of Offering  Memorandum.  Each Initial Purchaser will deliver
to each  purchaser of the Capital  Securities  from such Initial  Purchaser,  in
connection with their original distribution of the Capital Securities, a copy of
the  Offering  Memorandum,  as  amended  and  supplemented  at the  date of such
delivery.

          Covenants  of  the  Offerors.  Each  of  the  Offerors,   jointly  and
severally, covenant with each Initial Purchaser as follows:

          Due Diligence.  In connection  with the original  distribution  of the
Capital  Securities,  the Offerors agree that, prior to any offer or sale of the
Capital Securities by the Initial Purchasers, the Initial Purchasers and counsel
for the Initial  Purchasers  shall have the right to make  reasonable  inquiries
into the business of the Trust, the Company and its  subsidiaries.  The Offerors
also agree to provide  information to each prospective  Subsequent  Purchaser of
Capital  Securities who so requests  concerning  the Trust,  the Company and its
subsidiaries  (to the  extent  that  such  information  is  available  or can be
acquired  and  made  available  to  prospective  Subsequent  Purchasers  without
unreasonable  effort or expense and to the extent the  provision  thereof is not
prohibited  by applicable  law) and the terms and  conditions of the offering of
the Securities, as provided in the Offering Memorandum.

          Integration.  The  Offerors  agree  that they will not and will  cause
their  Affiliates not to make any offer or sale of securities of the Offerors of
any class if, as a result of the doctrine of  "integration"  referred to in Rule
502 under the 1933 Act, such offer or sale would render invalid (for the purpose
of  (i)  the  sale  of  the  Capital  Securities  by the  Trust  to the  Initial
Purchasers,  (ii) the resale of the Capital Securities by the Initial Purchasers
to Subsequent  Purchasers or (iii) the resale of the Capital  Securities by such
Subsequent   Purchasers   to  others)  the  exemption   from  the   registration
requirements of the 1933 Act provided by Section 4(2) thereof or by Rule 144A or
by Regulation S thereunder or otherwise.

          Rule 144A Information. The Company agrees that, in order to render the
Capital Securities eligible for resale pursuant to Rule 144A under the 1933 Act,
while any of the Capital  Securities remain  outstanding,  the Company will make
available,  upon request,  to any holder of Capital  Securities  or  prospective
purchasers of Capital  Securities the information  specified in Rule 144A(d)(4),
unless such information is furnished to the Commission pursuant to Section 13 or
15(d) of the 1934 Act (such  information,  whether made  available to holders or
prospective purchasers or furnished to the Commission,  is herein referred to as
"Additional Information").

          Restriction  on  Repurchases.  Until the expiration of three years (or
such shorter  period as may  hereafter be referred to in Rule 144(k) (or similar
successor  rule)) after the  original  issuance of the Capital  Securities,  the
Offerors will not, and will cause their  Affiliates not to, purchase or agree to
purchase  or  otherwise  acquire any Capital  Securities  which are  "restricted
securities"  (as such term is defined under Rule 144(a)(3)  under the 1933 Act),
whether as  beneficial  owner or  otherwise  unless,  immediately  upon any such
purchase,  the Offerors or any  Affiliate  shall submit such  securities  to the
Trustee for cancellation.

          Resale Pursuant to Rule 903 of Regulation S or Rule 144A. Each Initial
Purchaser  understands that the Capital Securities have not been and will not be
registered  under the 1933 Act and may not be offered or sold  within the United
States or to, or for the account or benefit of U.S. persons except in accordance
with  Regulation  S under  the 1933 Act or  pursuant  to an  exemption  from the
registration  requirements of the 1933 Act. Each Initial Purchaser,  jointly and
severally,  represent  and agree,  that,  except as permitted  below,  they have
offered and sold Capital  Securities and will offer and sell Capital  Securities
(i) as part of their  distribution  at any time and (ii)  otherwise  until forty
days  after  the  later of the date  upon  which  the  offering  of the  Capital
Securities  commences and the Closing Time,  only in accordance with Rule 903 of
Regulation  S or Rule  144A  under the 1933 Act or to  Institutional  Accredited
Investors. Accordingly, neither the Initial Purchasers, their Affiliates nor any
persons  acting on their  behalf  have  engaged or will  engage in any  directed
selling efforts with respect to Capital Securities,  and the Initial Purchasers,
their  Affiliates  and any person  acting  their  behalf have  complied and will
comply with the offering restriction  requirements of Regulation S. Each Initial
Purchaser  agree  that,  at or  prior  to  confirmation  of a  sale  of  Capital
Securities (other than a sale of Capital Securities  pursuant to Rule 144A or to
Institutional  Accredited  Investors),  they will have sent to each distributor,
dealer or person receiving a selling concession,  fee or other remuneration that
purchases  Securities  from them or through them during the restricted  period a
confirmation or notice to substantially the following effect:

               "The Securities covered hereby have not been registered under the
          United States  Securities Act of 1933 (the  "Securities  Act") and may
          not be  offered  or sold  within  the  United  States or to or for the
          account or benefit of U.S.  persons (i) as part of their  distribution
          at any time and (ii) otherwise until forty days after the later of the
          date upon which the offering of the Securities  commenced and the date
          of closing,  except in either case in accordance  with Regulation S or
          Rule 144A under the Securities  Act. Terms used above have the meaning
          given to them by Regulation S."

Terms used in the above  paragraph have the meanings given to them by Regulation
S.

Each  Initial  Purchaser  severally  represents  and  agrees  that they have not
entered and will not enter into any contractual arrangements with respect to the
distribution of the Capital Securities,  except with their respective affiliates
or with the prior written consent of the Offerors.

          Compliance with United Kingdom Law. Each Initial  Purchaser  severally
represent  and agree that (i) they have not  offered  or sold and,  prior to the
expiration  of the period of six months from the date hereof,  will not offer or
sell any Capital  Securities to persons in the United  Kingdom except to persons
whose  ordinary  activities  involve  them in  acquiring,  holding,  managing or
disposing  of  investments  (as  principal  or agent) for the  purposes of their
businesses  or otherwise in  circumstances  which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public  Offers of  Securities  Regulations  1995;  (ii) they have only issued or
passed on and will only  issue or pass on in the  United  Kingdom  any  document
received by them in  connection  with the issue of the Capital  Securities  to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements)  (Exemptions) Order 1996 or is a person to whom
such  document may  otherwise  lawfully be issued or passed on, and (iii) it has
complied  and  will  comply  with all  applicable  provisions  of the  Financial
Services Act 1986 with respect to anything done by it in relation to any Capital
Securities in, from or otherwise involving the United Kingdom.

          Compliance with Other Laws. Each Initial  Purchaser  acknowledges that
no action has been taken to permit a public  offering of the Capital  Securities
in any jurisdiction  outside of the United States where action would be required
for such purpose.  Each Initial  Purchaser agrees that it will not offer or sell
any Capital  Securities in any jurisdiction  outside of the United States except
under  circumstances  that will result in compliance  with all  applicable  laws
thereof.

          Indemnification.

          Indemnification of Initial  Purchasers.  The Offerors agree to jointly
and  severally  indemnify  and hold  harmless  each Initial  Purchaser  and each
person, if any, who controls any Initial Purchaser within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:

               against any and all loss,  liability,  claim,  damage and expense
          whatsoever,  as  incurred,  arising  out of any  untrue  statement  or
          alleged  untrue  statement  of a material  fact  included in the Final
          Offering  Memorandum  (or any amendment or supplement  thereto) or the
          omission or alleged omission therefrom of a material fact necessary to
          make the statements  therein,  in the light of the circumstances under
          which they were made, not misleading;

               against any and all loss,  liability,  claim,  damage and expense
          whatsoever, as incurred, to the extent of the aggregate amount paid in
          settlement of any litigation,  or any  investigation  or proceeding by
          any governmental  agency or body,  commenced or threatened,  or of any
          claim whatsoever based upon any such untrue statement or omission,  or
          any such alleged untrue statement or omission;  provided that (subject
          to  Section  7(d)  below) any such  settlement  is  effected  with the
          written consent of the Offerors; and

               against any and all expense whatsoever,  as incurred  (including,
          subject to the third  sentence of Section  7(c)  hereof,  the fees and
          disbursements of counsel chosen by the Initial Purchasers), reasonably
          incurred  in   investigating,   preparing  or  defending  against  any
          litigation,  or any  investigation  or proceeding by any  governmental
          agency or body, commenced or threatened, or any claim whatsoever based
          upon any such untrue statement or omission, or any such alleged untrue
          statement or omission, to the extent that any such expense is not paid
          under (i) or (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim, damage or expense to the extent (i) arising out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information furnished to the Offerors by any
Initial Purchaser  through KBW expressly for use in the Offering  Memorandum (or
any amendment  thereto) or (ii) resulting from the fact that one or more Initial
Purchasers  sold  Capital  Securities  to a person to whom there was not sent or
given a copy of the  Preliminary  Offering  Memorandum or of the Final  Offering
Memorandum as then amended or supplemented  (excluding documents incorporated by
reference) if the Offerors  previously  have  furnished  copies  thereof to such
Initial Purchaser.

          Indemnification  of Offerors,  Directors  and  Officers.  Each Initial
Purchaser  agrees,  severally,  to indemnify and hold harmless the Company,  its
directors and officers, the Trust, each of the Administrative  Trustees and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or  Section  20 of the 1934 Act  against  any and all loss,  liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this  Section,  as incurred,  but only with respect to untrue  statements  or
omissions,  or alleged  untrue  statements  or  omissions,  made in the Offering
Memorandum in reliance upon and in conformity with written information furnished
to the Company by such Initial  Purchaser  through KBW  expressly for use in the
Offering Memorandum.

          Actions against Parties;  Notification.  Each indemnified  party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from any  liability  which it may  have  otherwise  than on
account of this indemnity  agreement.  An indemnifying  party may participate at
its own  expense in the  defense of any such  action;  provided,  however,  that
counsel to the  indemnifying  party  shall not  (except  with the consent of the
indemnified  party) be counsel to the  indemnified  party. In no event shall the
indemnifying  parties be liable for fees and  expenses  of more than one counsel
(in  addition  to any local  counsel)  separate  from their own  counsel for all
indemnified parties in connection with any one action or separate but similar or
related  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or  circumstances.  No indemnifying  party shall,  without the prior
written consent of the indemnified  parties,  settle or compromise or consent to
the entry of any judgment with respect to any litigation,  or any  investigation
or proceeding by any governmental  agency or body,  commenced or threatened,  or
any claim whatsoever in respect of which  indemnification  could be sought under
this Section 7 (whether or not the  indemnified  parties are actual or potential
parties thereto), unless such settlement,  compromise or consent (i) includes an
unconditional  release of each indemnified  party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault,  culpability  or a failure to act by
or on behalf of any indemnified party.

          Contribution.  In order to provide for just and equitable contribution
in  circumstances  under  which the  indemnification  provided  for in Section 7
hereof is for any reason held to be  unenforceable  by an  indemnified  party in
respect of any losses,  liabilities,  claims,  damages or  expenses  referred to
therein,  then each indemnifying  party shall contribute to the aggregate amount
of such  losses,  liabilities,  claims,  damages and  expenses  incurred by such
indemnified  party,  as incurred,  (i) in such  proportion as is  appropriate to
reflect the relative  benefits  received by the Offerors on the one hand and the
Initial Purchasers on the other hand from the offering of the Capital Securities
pursuant to this Agreement or (ii) if the  allocation  provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in clause  (i) above but also the
relative fault of the Offerors,  on the one hand, and of the Initial Purchasers,
on the other hand, in connection with the statements or omissions which resulted
in such losses liabilities,  claims,  damages or expenses,  as well as any other
relevant equitable considerations.

          The relative benefits received by the Offerors on the one hand and the
Initial  Purchasers  on the other hand in  connection  with the  offering of the
Capital Securities  pursuant to this Agreement shall be deemed to be in the same
respective  proportions  as the  total net  proceeds  from the  offering  of the
Capital  Securities  pursuant  to this  Agreement  (before  deducting  expenses)
received  by the  Offerors  and the total  commission  received  by the  Initial
Purchasers,  bear  to the  aggregate  initial  offering  price  of  the  Capital
Securities.

          The relative  fault of the Offerors,  on the one hand, and the Initial
Purchasers,  on the other hand, shall be determined by reference to, among other
things,  whether any such untrue or alleged untrue statements of a material fact
or omission or alleged  omission to state a material fact relates to information
supplied by the Offerors or by the Initial  Purchasers and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

          The  Offerors  and the Initial  Purchasers  agree that it would not be
just and equitable if contribution pursuant to this Section 8 were determined by
pro rata allocation  (even if the Initial  Purchasers were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable considerations referred to above in this Section 8. The
aggregate amount of losses,  liabilities,  claims, damages and expenses incurred
by an indemnified  party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses  reasonably  incurred by such indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 8, no Initial Purchaser
shall be required to contribute  any amount in excess of the amount by which the
total price at which the Capital  Securities  purchased by it and distributed to
the public were  offered to the public  exceeds the amount of any damages  which
such Initial  Purchaser  has  otherwise  been  required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

          No person guilty of fraudulent  misrepresentation  (within the meaning
of Section  11(f) of the 1933 Act) shall be  entitled to  contribution  from any
person who was not guilty of such fraudulent misrepresentation.

          For purposes of this  Section 8, each person,  if any, who controls an
Initial  Purchasers  within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to  contribution  as such  Initial
Purchaser,  and each officer and director of the  Company,  each  Administrative
Trustee of the Trust,  and each person,  if any, who controls the Company within
the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution  as the Company and the Trust.  The Initial
Purchasers'  obligations to contribute pursuant to this Section 8 are several in
proportion  to the  number  of  Capital  Securities  set  forth  opposite  their
respective names in Schedule A hereto and not joint.

          Representations,  Warranties and Agreements to Survive  Delivery.  All
representations,  warranties  and  agreements  contained in this Agreement or in
certificates  of officers  of the  Company or  trustees  of the Trust  submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of  any  investigation  made  by  or on  behalf  of  any  Initial  Purchaser  or
controlling  person,  or by or on behalf of the Trust or the Company,  and shall
survive delivery of the Capital Securities to the Initial Purchasers.

          Termination of Agreement.

          The Initial Purchasers may terminate this Agreement,  by notice to the
Company,  at any time at or prior to Closing  Time (i) if there has been,  since
the time of execution  of this  Agreement  or since the  respective  dates as of
which  information  is given in the Offering  Memorandum,  any material  adverse
change in the condition,  financial or otherwise,  or in the earnings,  business
affairs  or  business  prospects  of the Trust or Company  and its  subsidiaries
considered as one  enterprise,  whether or not arising in the ordinary course of
business,  or (ii) if there has  occurred  any  material  adverse  change in the
financial markets in the United States or elsewhere, any outbreak of hostilities
or escalation  thereof or other  calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions,  in each case the effect of which is such as to make it,
in the judgment of the Initial  Purchasers,  impracticable to market the Capital
Securities or to enforce  contracts for the sale of the Capital  Securities,  or
(iii) if trading in any  securities of the Company has been suspended or limited
by the Commission, or if trading generally on the American Stock Exchange or the
New York Stock Exchange or in the over-the-counter  market has been suspended or
limited,  or minimum or maximum  prices for trading have been fixed,  or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission,  the National  Association of Securities Dealers,
Inc. or any other  governmental  authority,  or (iv) if a banking moratorium has
been declared by either Federal, New York or Massachusetts authorities.

          If  this  Agreement  is  terminated  pursuant  to this  Section,  such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof,  and provided  further that Sections 7 and 8 shall
survive such termination and remain in full force and effect.

          SECTION 11. Default by One or More of the Initial  Purchasers.  If one
or more of the Initial  Purchasers  shall fail at the  Closing  Time to purchase
Securities  which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"),  the Initial Purchasers shall have the right, within 24
hours  thereafter,  to make  arrangements for one or more of the  non-defaulting
Initial Purchasers,  or any other Initial  Purchasers,  to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however,  the Initial  Purchasers shall
not have  completed  such  arrangements  within such 24-hour  period,  then this
Agreement shall terminate  without  liability on the part of any  non-defaulting
Initial Purchaser.

          No action taken  pursuant to this Section shall relieve any defaulting
Initial Purchases from liability in respect of its default.

          In  the  event  of  any  such  default  which  does  not  result  in a
termination  of this  Agreement,  either the Initial  Purchasers  or the Company
shall have the right to  postpone  the Closing  Time for a period not  exceeding
seven days in order to effect any required changes in the Offering Memorandum or
in any other  documents  or  arrangements.  As used  herein,  the term  "Initial
Purchaser"  includes any person  substituted for an Initial Purchaser under this
Section 11.

          SECTION 12. Notices.  All notices and other  communications  hereunder
shall be in  writing  and shall be  deemed to have been duly  given if mailed or
transmitted  by any standard form of  telecommunication.  Notices to the Initial
Purchasers  shall be directed to the Initial  Purchasers  c/o Keefe,  Bruyette &
Woods,  Inc. at Two World Trade Center,  New York, New York 10048,  Attention of
John G. Duffy,  with a copy to Brown & Wood LLP,  One World Trade  Center,  58th
Floor, New York, New York 10048,  Attention of Mitchell Kleinman,  Esq.; notices
to the Offerors  shall be directed to HUBCO,  Inc.,  1000  MacArthur  Boulevard,
Mahwah, New Jersey 07430,  Attention of D. Lynn Van  Borkulo-Nuzzo,  Esq. with a
copy to Pitney, Hardin, Kipp & Szuch, Attention of Ronald Janis, Esq.

          SECTION 13. Parties. This Agreement shall each inure to the benefit of
and be binding upon the Initial Purchasers and the Offerors and their respective
successors.  Nothing  expressed or  mentioned  in this  Agreement is intended or
shall be  construed  to give any  person,  firm or  corporation,  other than the
Initial  Purchasers  and the Offerors and their  respective  successors  and the
controlling  persons and officers and directors  referred to in Sections 7 and 8
and their heirs and legal representatives,  any legal or equitable right, remedy
or  claim  under  or in  respect  of  this  Agreement  or any  provision  herein
contained.  This Agreement and all conditions and provisions hereof are intended
to be for the sole and  exclusive  benefit  of the  Initial  Purchasers  and the
Offerors  and their  respective  successors,  and said  controlling  persons and
officers and  directors and their heirs and legal  representatives,  and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any Initial  Purchasers  shall be deemed to be a successor  by reason  merely of
such purchase.

          SECTION 14.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          SECTION 15.  Effect of  Headings.  The  Article  and Section  headings
herein and the Table of Contents are for  convenience  only and shall not affect
the construction hereof.





          If the  foregoing  is in  accordance  with your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
between the Initial  Purchasers  and the Offerors in accordance  with its terms.
The execution and delivery of this Agreement by the Offerors and its acceptance,
execution  and  delivery  by or on  behalf  of  the  Initial  Purchasers  may be
evidenced by an exchange of telecopied or other written communications.

                                  Very truly yours,

                                   HUBCO, Inc.


                                   By:  D. LYNN VAN BORKULO-NUZZO, ESQ./S/
                                   Name:D. Lynn VanBorkulo-Nuzzo, Esq.
                                   Title:Executive Vice President
                                         Corporate Secretary  

                                   HUBCO Capital Trust I

                                   By: HUBCO, Inc.
                                       as Sponsor

                                   By:  D. LYNN VAN BORKULO-NUZZO, ESQ./S/
                                   Name:D. Lynn VanBorkulo-Nuzzo, Esq.
                                   Title:Executive Vice President
                                         Corporate Secretary 

          CONFIRMED AND ACCEPTED, as of the date first above written:


         KEEFE, BRUYETTE & WOODS, INC.
         JOSEPHTHAL LYON & ROSS INCORPORATED
         RYAN, BECK & CO.
         TUCKER ANTHONY INCORPORATED

         By: KEEFE, BRUYETTE & WOODS, INC.

         By:    FRANK CICERO/S/
         Name:  Frank Cicero
         Title: Vice President






                                     Sch A-1

                                   SCHEDULE A

                                                              Number of Capital
Name of Initial Purchasers                                        Securities


Keefe, Bruyette & Woods, Inc. ................................      35,000

Josephthal Lyon & Ross Incorporated. .........................       5,000

Ryan, Beck & Co. .............................................       5,000

Tucker Anthony Incorporated...................................       5,000

Total   ......................................................      50,000













                                       A-1

                                    EXHIBIT A




          Opinion of Pitney,  Hardin,  Kipp & Szuch,  Counsel for the Company to
the effect that:










                                       B-1

                                    EXHIBIT B




          Form of Opinion of Morris, Nichols, Arsht & Tunnell,  Special Delaware
Counsel to the Offerors.









                                       C-1

                                    EXHIBIT C


          Form of Opinion of Emmet, Marvin & Martin, LLP