As Filed with the Securities and Exchange Commission on April 16, 2002
                                                     Registration Nos. 333-
                                                                       333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

PUBLIC SERVICE ENTERPRISE                                 PSEG FUNDING TRUST I
   GROUP INCORPORATED                                  (Exact name of registrant
(Exact name of registrant                                as specified in trust
as specified in charter)                                    trust agreement)

       NEW JERSEY      (State or other jurisdiction of          DELAWARE
                       incorporation or organization)

       22-2625848     (I.R.S. Employer Identification No.)     43-6876897

                                  80 PARK PLAZA
                                  P.O. BOX 1171
                         NEWARK, NEW JERSEY 07101-1171
                                 (973) 430-7000
         (Address, including zip code, and telephone number, including
             area code, of registrants' principal executive offices)

                                THOMAS M. O'FLYNN
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                  80 PARK PLAZA
                                  P.O. BOX 1171
                          NEWARK, NEW JERSEY 07101-1171
                                 (973) 430-7000
      (Name, address, including zip code, and telephone number, including
              area code, of agent for service for each registrant)

                                 WITH COPIES TO:

   JAMES T. FORAN, ESQUIRE                     HOWARD G. GODWIN, JR., ESQUIRE
  ASSOCIATE GENERAL COUNSEL                    SIDLEY AUSTIN BROWN & Wood LLP
        80 Park Plaza                                 875 Third Avenue
        P.O. Box 1171                             New York, New York 10022
Newark, New Jersey 07101-1171

                                   ----------

      Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the Registration  Statement  becomes  effective,  as determined by
market conditions and other factors.

                                   ----------

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, please check the following box. |X|

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                                                   (continued on following page)

                                   ----------

      The Registrants  hereby amend this Registration  Statement on such date or
dates as may be  necessary  to delay its  effective  date until the  Registrants
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================
<PAGE>

================================================================================

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                       Proposed Maximum     Proposed Maximum
           Title of Each Class of                     Amount to be    Offering Price Per   Aggregate Offering       Amount of
       Securities to be Registered (1)               Registered (2)       Unit (2)(3)         Price (2)(3)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>                  <C>                   <C>
Public Service Enterprise Group
  Common Stock, no par value ....................
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Preferred Stock, no par value .................
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Stock Purchase Contracts ......................
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Stock Purchase Units (4) ......................
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Debt Securities ...............................
------------------------------------------------------------------------------------------------------------------------------------
PSEG Funding Trust I Preferred
  Trust Securities ..............................
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Guarantee ("Preferred Securities
  Guarantee") of PSEG Funding Trust
  I Preferred Trust Securities (5)(6) ...........
------------------------------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group
  Trust Debt Securities (5)(6) ..................
------------------------------------------------------------------------------------------------------------------------------------
Total ...........................................    $1,500,000,000          100%            $1,500,000,000         $138,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   There  are  being  registered   hereunder  such  presently   indeterminate
      principal  amount  or number of (a)  shares  of  Common  Stock,  shares of
      Preferred Stock,  Stock Purchase  Contracts and Stock Purchase Units which
      may be  sold  from  time  to  time  by  Public  Service  Enterprise  Group
      Incorporated,  (b) Senior Debt Securities and Subordinated Debt Securities
      and Trust Debt Securities ("Debt  Securities") which may be sold from time
      to time by Public Service  Enterprise Group Incorporated and (c) Preferred
      Trust Securities which may be sold from time to time by PSEG Funding Trust
      I, and which will be guaranteed as set forth  hereunder by Public  Service
      Enterprise  Group  Incorporated.  In no event will the  aggregate  initial
      offering  price of all  Common  Stock,  Preferred  Stock,  Stock  Purchase
      Contracts,  Stock  Purchase  Units,  Debt  Securities  or Preferred  Trust
      Securities  and  related  Preferred  Securities  Guarantee  ("Securities")
      issued from time to time pursuant to this  Registration  Statement  exceed
      $1,500,000,000.  If any such  Securities  are issued at an original  issue
      discount, then the aggregate initial offering price as so discounted shall
      not  exceed  $1,500,000,000,  notwithstanding  that the  stated  principal
      amount of such Securities may exceed such amount.  In addition,  there are
      being  registered  hereunder an  indeterminate  number of shares of Common
      Stock  issuable upon  settlement of the Stock  Purchase  Contracts or upon
      conversion of any other Securities.

(2)   Estimated  solely for the  purpose of  determining  the  registration  fee
      pursuant to Rule 457(o) under the Securities Act of 1933, as amended.  The
      proposed  maximum initial  offering price per security will be determined,
      from time to time, by the  registrants in connection  with the issuance of
      the Securities.

(3)   Exclusive of accrued interest or dividends, if any.

(4)   Each Stock Purchase Unit consists of (a) a Stock  Purchase  Contract under
      which the holder upon settlement will purchase an indeterminate  number of
      shares of Common Stock of Public Service Enterprise Group Incorporated and
      (b) either Preferred Trust Securities, Debt Securities or debt obligations
      of a third party, including U.S. Treasury Securities.

(5)   This  registration  is deemed to  include  backup  undertakings  of Public
      Service  Enterprise Group  Incorporated to provide certain  indemnities in
      respect  of and  pay  and be  responsible  for  certain  expenses,  costs,
      liabilities  and debts of PSEG Funding Trust I and such other  obligations
      of Public Service  Enterprise  Group  Incorporated  set forth in the trust
      agreement,  the trust debt  indenture,  the Trust Debt  Securities and the
      Preferred Securities Guarantee,  in each case as further described in this
      registration statement. No separate consideration will be received for the
      Public Service Enterprise Group Incorporated  agreement as to expenses and
      liabilities.  Pursuant to Rule 457(n) under the Securities Act of 1933, as
      amended,  no  separate  fee is payable  in  respect of the Public  Service
      Enterprise Group Incorporated guarantee.

(6)   No separate  consideration  will be received for the Preferred  Securities
      Guarantee. Trust Debt Securities will be purchased by PSEG Funding Trust I
      with the proceeds of the sale of its Preferred Trust Securities,  in which
      case no  separate  consideration  will be  received  for  the  Trust  Debt
      Securities. Such Trust Debt Securities may be later distributed in certain
      cases to the holders of the Preferred Trust Securities upon dissolution of
      PSEG Funding Trust I and distribution of its assets.

================================================================================
<PAGE>

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities  in any state  where the offer or sale is not  permitted.

                   Subject to Completion, Dated April 16, 2002

PROSPECTUS

                                  [LOGO] PSEG

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

                              PSEG FUNDING TRUST I

                       By this prospectus, we offer up to

                                 $1,500,000,000

                                       of

                  Public Service Enterprise Group Incorporated
                         Common Stock, Preferred Stock,
               Stock Purchase Contracts, Stock Purchase Units and
                                 Debt Securities

                                       and

                              PSEG Funding Trust I
                           Preferred Trust Securities
                  Guaranteed as described in this prospectus by
                  Public Service Enterprise Group Incorporated

We    will provide the specific  terms of each series or issue of  securities in
      supplements to this  prospectus.  You should read this  prospectus and the
      applicable supplement carefully before you invest.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
      commission has approved or disapproved of these  securities or passed upon
      the adequacy or accuracy of this  prospectus.  Any  representation  to the
      contrary is a criminal offense.

                 The date of this prospectus is           , 2002.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
About this Prospectus ............................................             3

Where You Can Find More Information ..............................             4

Incorporation of Certain Documents by Reference ..................             4

Forward-Looking Statements .......................................             5

Public Service Enterprise Group Incorporated .....................             6

The Trust ........................................................             6

Use of Proceeds ..................................................             6

Ratios of Earnings to Fixed Charges ..............................             7

Ratios of Earnings to Combined Fixed Charges and Preference Dividends          7

Accounting Treatment Relating to Preferred Trust Securities ......             7

Description of the Senior and Subordinated Debt Securities .......             7

Description of the Trust Debt Securities .........................            19

Description of the Preferred Trust Securities ....................            24

Description of the Preferred Securities Guarantee ................            32

Relationship among the Preferred Trust Securities, the Trust
  Debt Securities and the Preferred Securities Guarantee .........            34

Description of the Capital Stock .................................            35

Description of the Stock Purchase Contracts and Stock Purchase Units          36

Plan of Distribution .............................................            36

Legal Matters ....................................................            38

Experts ..........................................................            38


                                       2
<PAGE>

                             ABOUT THIS PROSPECTUS

      This  prospectus  is part of a  registration  statement  that we and  PSEG
Funding Trust I (the "Trust") filed with the Securities and Exchange  Commission
(the "SEC") using a "shelf" registration  process.  Under this shelf process, we
and the Trust may,  from time to time,  sell the  securities  described  in this
prospectus  or  combinations  thereof  in one or more  offerings  with a maximum
aggregate  initial  offering  price  of up to  $1,500,000,000.  This  prospectus
provides a general description of the securities we may offer. Each time we sell
securities,  we will provide a prospectus  supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus.  You should read
both this  prospectus and any  prospectus  supplement  together with  additional
information described under "Where You Can Find More Information."

      In this prospectus,  unless the context indicates otherwise, the words and
terms  "PSEG,"  "the  company,"  "we,"  "our,"  "ours"  and "us" refer to Public
Service Enterprise Group Incorporated and its consolidated subsidiaries. "Trust"
refers to PSEG Funding Trust I.

      We may use this prospectus to offer from time to time:

      o     shares of our common stock, without par value;

      o     shares of our  preferred  stock,  without  par  value,  which may be
            convertible into our common stock;

      o     stock purchase contracts to purchase shares of our common stock;

      o     our   unsecured   debt   securities,   which  may  include   senior,
            subordinated  and trust debt securities and which may be convertible
            into our  common  stock.  In this  prospectus,  we refer to the debt
            securities,  which may include senior debt securities,  subordinated
            debt securities and trust debt securities, as the "debt securities;"

      o     stock purchase  units,  consisting of a stock purchase  contract and
            our  debt  securities,  the  Trust's  preferred  securities  or debt
            obligations  of third  parties,  including  United  States  Treasury
            securities,  that are  pledged  to secure  the stock  purchase  unit
            holders' obligations under the stock purchase contracts.

      The  Trust  may also use this  prospectus  to offer  from time to time its
preferred  securities,  which we refer to in this  prospectus as the  "preferred
trust securities." We will execute a preferred securities guarantee covering the
preferred trust securities and will guarantee the Trust's  obligations under the
preferred trust securities as described herein.

      We sometimes refer to our common stock,  preferred  stock,  stock purchase
contracts,  stock  purchase  units,  the debt  securities,  the preferred  trust
securities  and  the  preferred   securities   guarantee   collectively  as  the
"securities."

      For more detailed information about the securities, you should also review
the  exhibits to the  registration  statement,  which were either filed with the
registration statement or incorporated by reference to other SEC filings.


                                       3
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual,  quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
Public  Reference Room of the SEC at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549. Information on the operation of the Public Reference Room may be obtained
by calling  the SEC at  1-800-SEC-0330.  You may also  obtain our filings on the
Internet  at the SEC's  home page at  http://www.sec.gov.  Our  common  stock is
listed on the New York Stock  Exchange  under the ticker  symbol  "PEG." You can
obtain  information  about us at the offices of the New York Stock Exchange,  20
Broad Street, New York, New York 10005.

      This prospectus is part of a registration statement on Form S-3 filed with
the SEC  under  the  Securities  Act of  1933.  It does not  contain  all of the
information that is important to you. You should read the registration statement
for  further  information  with  respect  to the  securities,  the Trust and us.
Statements  contained  in  this  prospectus  concerning  the  provisions  of any
document filed as an exhibit to the  registration  statement or otherwise  filed
with the SEC highlight selected  information,  and in each instance reference is
made to the copy of the full document as filed with the SEC.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to "incorporate by reference"  information  that we file
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference or
deemed  incorporated by reference is an important part of this  prospectus,  and
information  that we file  later  with the SEC will be deemed  to  automatically
update and supersede this incorporated information.  We incorporate by reference
the  documents  listed  below  and any  future  filings  made with the SEC under
Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as
amended,  prior to the  termination  of any  particular  offering of  securities
hereunder.

      o     Our Annual Report on Form 10-K for the year ended December 31, 2001,
            File No. 1-9120;

      o     Our  Current  Reports on Form 8-K filed with the SEC on January  25,
            2002, February 7, 2002 and April 16, 2002, File No. 1-9120; and

      o     Our  Current  Report on Form 8-K dated  January 17,  1990,  File No.
            1-9120 containing a description of our common stock.

      You can get a free copy of any of the documents  incorporated by reference
by making an oral or written request directed to:

                                 J. Brian Smith
                          Director, Investor Relations
                            PSEG Services Corporation
                            80 Park Plaza, 6th Floor
                                Newark, NJ 07101
                            Telephone (973) 430-6564

      You should  rely only on the  information  contained  or  incorporated  by
reference or deemed to be  incorporated  by reference in this prospectus or in a
related prospectus supplement. We have not authorized anyone else to provide you
with  different  or  additional  information.  You  should not rely on any other
information or representations. Our affairs may change after this prospectus and
any related  prospectus  supplement are distributed.  You should not assume that
the  information  in this  prospectus and any related  prospectus  supplement is
accurate  as of any date other  than the dates on the front of those  documents.
You should read all information supplementing this prospectus.


                                       4
<PAGE>

                           FORWARD-LOOKING STATEMENTS

      This prospectus includes  "forward-looking  statements" within the meaning
of the Private Securities  Litigation Reform Act of 1995. All statements,  other
than  statements  of  historical  facts,  included in this  prospectus or in the
documents or information  incorporated by reference or deemed to be incorporated
by reference in this prospectus that address activities,  events or developments
that we expect or  anticipate  will or may occur in the future,  including  such
matters as our  projections,  future capital  expenditures,  business  strategy,
competitive strengths,  goals,  expansion,  market and industry developments and
the growth of our businesses and  operations,  are  forward-looking  statements.
These  statements are based on  assumptions  and analyses made by us in light of
our experience and our perception of historical  trends,  current conditions and
expected future developments as well as other factors we believe are appropriate
under the circumstances.  Such  forward-looking  statements are subject to risks
and  uncertainties  that could cause actual  results to differ  materially  from
those anticipated.  Such statements are based on management's beliefs as well as
assumptions made by and information currently available to management. When used
herein,  the  words  "will,"  "anticipate,"   "intend,"  "estimate,"  "believe,"
"expect," "plan," "hypothetical,"  "potential," and variations of such words and
similar  expressions are intended to identify  forward-looking  statements.  The
following  review of factors  should not be  construed as  exhaustive  or as any
admission  regarding the adequacy of our disclosures prior to the effective date
of the  Private  Securities  Litigation  Reform  Act of 1995.  These  risks  and
uncertainties include:

      o     the   significant   considerations   and  risks   discussed  in  any
            incorporated document or prospectus supplement;

      o     general and local economic, market or business conditions;

      o     industrial,  commercial  and  residential  growth in the  markets we
            serve;

      o     since a portion of our  business  is  conducted  outside  the United
            States, adverse international developments;

      o     demand (or lack  thereof) for  electricity,  capacity and  ancillary
            services in the markets served by our generation units;

      o     increasing competition from other companies;

      o     the acquisition and development opportunities (or lack thereof) that
            may be presented to and pursued by us;

      o     terrorist  threats and activities,  particularly with respect to our
            generation facilities,  economic uncertainty caused by recent terror
            attacks on the United  States and  potential  adverse  reactions  to
            United States anti-terrorism activities;

      o     nuclear  decommissioning  and the availability of storage facilities
            for spent nuclear fuel;

      o     changes in laws or regulations that are applicable to us;

      o     environmental constraints on construction and operation;

      o     the rapidly changing market for energy products;

      o     licensing approval for our nuclear and other operating stations;

      o     the  ability to  economically  and  safely  operate  our  generating
            facilities in accordance with regulatory requirements;

      o     the  ability  to  obtain  adequate  and  timely  rate  relief in our
            regulated businesses;

      o     the ability to maintain  insurance for our operations and facilities
            at reasonable rates;

      o     access to capital;

      o     credit, commodity and financial market risks; and

      o     other factors, such as weather conditions,  many of which are beyond
            our control.


                                       5
<PAGE>

      Consequently,   all  of  the  forward-looking   statements  made  in  this
prospectus are qualified by these cautionary statements and we cannot assure you
that the results or developments  anticipated by us will be realized or, even if
realized,  will  have  the  expected  consequences  to or  effects  on us or our
business prospects, financial condition or results of operations. You should not
place  undue  reliance  on  these  forward-looking  statements  in  making  your
investment  decision.  We expressly  disclaim any  obligation or  undertaking to
release publicly any updates or revisions to these forward-looking statements to
reflect events or circumstances  that occur or arise or are anticipated to occur
or arise after the date hereof. In making an investment  decision  regarding the
securities,  we are not  making,  and you should not infer,  any  representation
about  the  likely   existence  of  any  particular   future  set  of  facts  or
circumstances.  The forward-looking statements contained in this prospectus, any
prospectus  supplement and the documents  incorporated by reference or deemed to
be  incorporated  by reference into this  prospectus and any related  prospectus
supplement are intended to qualify for the safe harbor provisions of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended.

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

      We are an exempt public utility  holding  company under the Public Utility
Holding  Company  Act of 1935  that  neither  owns  nor  operates  any  physical
properties.  Through our  subsidiaries,  we are one of the leading  providers of
energy  and  energy-related  services  in  the  nation.  We  have  four  direct,
wholly-owned  subsidiaries:  Public Service Electric and Gas Company  ("PSE&G"),
which  is an  operating  public  utility  company  engaged  principally  in  the
transmission  and distribution of electric energy and gas service in New Jersey;
PSEG  Power  LLC  ("Power"),  which  is a  multi-regional  independent  electric
generation  and  wholesale  energy  marketing and trading  company;  PSEG Energy
Holdings  Inc.   ("Energy   Holdings"),   which   participates   nationally  and
internationally  in  energy-related  lines of business through its subsidiaries;
and PSEG Services Corporation  ("Services"),  which provides  administrative and
support  services to us and our  subsidiaries.  We are a New Jersey  corporation
with our principal offices located at 80 Park Plaza,  Newark,  New Jersey 07101.
Our telephone number is (973) 430-7000.

                                    THE TRUST

      The  Trust is a  statutory  business  trust  created  under  the  Delaware
Business  Trust Act and operating  under a trust  agreement  among us,  Wachovia
Bank, National Association (formerly known as First Union National Bank), as the
property trustee,  Wachovia Trust Company,  National Association (formerly known
as First Union Trust Company, National Association), as Delaware trustee and one
of our employees,  as administrative  trustee.  In this prospectus,  we refer to
this  agreement,  as amended and restated,  as the "trust  agreement." The Trust
exists only to issue and sell its preferred  trust  securities  and common trust
securities, to acquire and hold our trust debt securities as trust assets and to
engage in activities incidental to the foregoing. We will own all of the Trust's
outstanding common trust securities.  The common trust securities will represent
at least 3% of the total  capital  of the  Trust.  Payments  will be made on the
common trust  securities pro rata with the preferred  trust  securities,  except
that the right to payment on the common trust securities will be subordinated to
the rights of the  preferred  trust  securities  if there is a default under the
trust  agreement  resulting  from an event  of  default  under  the  trust  debt
indenture.

      The Trust's business and affairs will be conducted by its trustees and us,
as depositor,  as set forth in the trust  agreement.  The office of the Delaware
trustee in the State of Delaware is One Rodney  Square,  920 King Street,  Suite
102,  Wilmington,  Delaware  19801.  The Trust's  offices are located at 80 Park
Plaza, Newark, NJ 07102 and its telephone number is (973) 430-7000.

                                 USE OF PROCEEDS

      Unless otherwise  indicated in the applicable  prospectus  supplement,  we
will use the net proceeds from the sale of the securities for general  corporate
purposes, including repayment of outstanding debt. The Trust will use all of the
proceeds  received from the sale of its preferred  trust  securities  and common
trust securities to purchase our trust debt securities.


                                       6
<PAGE>

                       RATIOS OF EARNINGS TO FIXED CHARGES

      Our ratios of earnings to fixed charges for each of the periods  indicated
is as follows:

                                                Years Ended December 31,
                                       -----------------------------------------
                                       1997     1998     1999     2000     2001
                                       ----     ----     ----     ----     ----
Ratios of Earnings
  to Fixed Charges ..............      2.55     2.86     3.09     2.73     2.30

      The ratios of earnings to fixed charges were computed by dividing earnings
by fixed  charges.  For this  purpose  earnings  consist of pre-tax  income from
continuing  operations  excluding  extraordinary items, plus the amount of fixed
charges adjusted to exclude:  the amount of any interest  capitalized during the
period;  and the actual amount of any preferred  stock dividend  requirements of
majority-owned subsidiaries which were included in such fixed charges amount but
not deducted in the  determination of pre-tax income.  Fixed charges consist of:
interest,  whether  expensed  or  capitalized;  amortization  of debt  discount,
premium and expense; an estimate of interest implicit in rentals;  and preferred
securities dividend  requirements of subsidiaries and preferred stock dividends,
increased to reflect our pre-tax earnings requirement.

      RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS

      Our ratios of earnings to combined fixed charges and preference  dividends
for each of the periods indicated is the same as our ratios of earnings to fixed
charges.

           ACCOUNTING TREATMENT RELATING TO PREFERRED TRUST SECURITIES

      The  financial  statements  of the  Trust  will be  consolidated  with our
financial  statements,   with  the  preferred  trust  securities  shown  on  our
consolidated   financial  statements  as  our  guaranteed  preferred  beneficial
interest in trust debt  securities.  Our  financial  statements  will  include a
footnote  that  discloses,  among  other  things,  that the  assets of the Trust
consist of our trust debt securities and will specify the designation, principal
amount, interest rate or formula and maturity date of the trust debt securities.

           DESCRIPTION OF THE SENIOR AND SUBORDINATED DEBT SECURITIES

      We may issue  from  time to time one or more  series  of the  senior  debt
securities under an indenture (the "Senior  Indenture")  dated as of November 1,
1998 between us and Wachovia Bank, National Association (formerly known as First
Union National Bank), as trustee (the "Senior  Trustee"),  or one or more series
of the  subordinated  debt  securities  under an  indenture  (the  "Subordinated
Indenture")  to  be  entered  into  between  us  and  Wachovia  Bank,   National
Association, as trustee (the "Subordinated Trustee"). The term "Trustee" as used
herein  refers to either the  Senior  Trustee or the  Subordinated  Trustee,  as
appropriate.  We will  provide  information  about  these debt  securities  in a
prospectus supplement.

      The  Senior  Indenture  and the  form  of  Subordinated  Indenture  (being
sometimes referred to herein collectively as the "Indentures" and, individually,
as an  "Indenture")  are filed or  incorporated  by reference as exhibits to the
registration  statement of which this  prospectus is a part.  The Indentures are
subject to and governed by the Trust Indenture Act of 1939 (the "TIA").  We have
summarized  certain terms and provisions of the Indentures.  You should read the
Indentures for the provisions  that may be important to you.  Capitalized  terms
used in this summary have the meanings  specified in the  respective  Indenture.
This summary is not intended to be comprehensive. Parenthetical references below
are to the Indentures or to the TIA, as applicable.

Provisions Applicable to Both the Senior and Subordinated Indentures

General

      The debt  securities  will be our unsecured  obligations.  The senior debt
securities will rank equally with all other of our unsecured and  unsubordinated
indebtedness.  The subordinated debt securities will be subordinated in right of
payment to the prior  payment in full of our senior  indebtedness  as  described
under "--  Subordinated  Indenture  Provisions."  In this  section,  unless  the
context requires, the words "we," "our," "ours" and "us" refer to Public Service
Enterprise Group Incorporated and not its consolidated subsidiaries.


                                       7
<PAGE>

      Because we are a holding company and conduct all of our operations through
our  subsidiaries,  holders of our debt  securities will generally have a junior
position  to  claims  of  creditors  of  those  subsidiaries,   including  trade
creditors,  debt  holders,  secured  creditors,  taxing  authorities,  guarantee
holders and any preferred  stockholders  other than, in each case,  where we are
the creditor. As of December 31, 2001, PSE&G had 795,234 shares of its preferred
stock outstanding with an aggregate par value of approximately $80 million.  Our
subsidiaries have ongoing corporate debt programs used to finance their business
activities.  As of December 31, 2001, our subsidiaries had  approximately  $11.8
billion of debt outstanding.

      Each  Indenture  provides  that any debt  securities  proposed  to be sold
pursuant to this prospectus and the accompanying prospectus supplement ("Offered
Debt  Securities")  may be issued in an unlimited amount under such Indenture in
one or more  series,  in each case as  authorized  by us from time to time.  The
particular  terms of the Offered Debt  Securities  and any  modifications  of or
additions to the general terms of the debt  securities as described  herein that
may be applicable in the case of the Offered Debt  Securities  will be described
in the relevant  prospectus  supplement.  Accordingly,  for a description of the
terms  of any  Offered  Debt  Securities,  reference  must be  made to both  the
prospectus   supplement  relating  thereto  and  the  description  of  the  debt
securities set forth in this prospectus.

      The relevant  prospectus  supplement  will  describe the terms of any debt
securities being offered, including:

      o     the title of the debt  securities  and whether such debt  securities
            will be senior debt securities or subordinated debt securities;

      o     the aggregate  principal amount of the debt securities and any limit
            on the  aggregate  principal  amount of the debt  securities of such
            series;

      o     if other  than the  principal  amount  thereof,  the  portion of the
            principal amount thereof payable upon declaration of acceleration of
            the  maturity  thereof or the method by which such  portion  will be
            determined;

      o     the date or dates, or the method by which such date or dates will be
            determined  or extended,  on which the  principal of any of the debt
            securities will be payable;

      o     the  rate or rates at which  any of the debt  securities  will  bear
            interest,  if any, or the method by which such rate or rates will be
            determined;

      o     the terms of any remarketing of such debt securities;

      o     the  date  or  dates  from  which  interest,  if  any,  on the  debt
            securities  will  accrue or the  method by which  such date or dates
            will be determined;

      o     the date or dates on which  interest,  if any, will be payable,  the
            date on which  payment of interest,  if any,  will  commence and the
            record dates for any  interest  payments or the method by which such
            date or dates will be determined;

      o     the basis upon which  interest will be calculated if other than that
            of a 360-day year of twelve 30-day months;

      o     the  right,  if any,  to extend  interest  payment  periods  and the
            duration of any extension;

      o     the date or dates on which,  or the period or periods  within which,
            the price or prices at which and the other terms and conditions upon
            which such debt securities may be redeemed,  in whole or in part, at
            our option and whether we are to have that option;

      o     our  obligation,  if any,  to redeem,  repay or  purchase  such debt
            securities,  in whole or in part,  pursuant to any  sinking  fund or
            similar  provision  or at the option of the holder  thereof  and the
            period or periods within which,  or the date or dates on which,  the
            price or prices at which and other terms and conditions  upon which,
            such debt securities will be so redeemed, repaid or purchased;

      o     whether  such  debt  securities  are to be  issuable  as  Registered
            Securities,   Bearer   Securities  or  both  and  any   restrictions
            applicable thereto;

      o     whether  such debt  securities  will be  issuable  in  temporary  or
            permanent global form and any restrictions or limitations applicable
            thereto;


                                       8
<PAGE>

      o     the date as of which any Bearer  Securities  and any temporary  debt
            security issued in global form representing  outstanding  securities
            of the  series  will be dated,  if other  than the date of  original
            issuance of the first debt security of the series to be issued;

      o     the person to whom any  interest on any  Registered  Security of the
            series will be payable,  if other than the person in whose name such
            Registered  Security  (or one or  more  Predecessor  Securities)  is
            registered  at the close of business on the Regular  Record Date for
            such interest;

      o     the manner in which,  or the  person to whom,  any  interest  on any
            Bearer  Security of the series shall be payable,  if otherwise  than
            upon presentation and surrender of the coupons  appertaining thereto
            as they severally mature;

      o     the extent to which, or the manner in which,  interest  payable on a
            temporary  debt  security  in global form will be paid if other than
            the manner provided in the applicable Indenture;

      o     if such debt securities are to be issued in definitive form (whether
            upon original issuance or upon exchange of a temporary debt security
            of such series) only upon receipt of certain  certificates  or other
            documents or satisfaction of other conditions, the form and/or terms
            of such certificates, documents or conditions;

      o     the  place or places  where the  principal  of and any  premium  and
            interest on any of the debt  securities  will be payable;

      o     whether such debt securities are  convertible or  exchangeable  into
            any other  securities  and, if so, the terms and conditions for such
            conversion or exchange, where such securities may be surrendered for
            conversion or exchange and where notices or demands to or upon us in
            respect of such debt securities may be served;

      o     the denominations in which such debt securities will be issuable, if
            other than $1,000 or any  integral  multiple  thereof in the case of
            Registered Securities and $5,000 in the case of Bearer Securities;

      o     the index,  if any, with  reference to which the amount of principal
            of or any  premium  or  interest  on the  debt  securities  will  be
            determined;

      o     if other than the applicable Trustee,  the identity of each Security
            Registrar and/or Paying Agent;

      o     the  applicability,  if at  all,  to  such  debt  securities  of the
            provisions of Article Fourteen of the applicable Indenture described
            under  "--  Satisfaction  and  Discharge,  Defeasance  and  Covenant
            Defeasance" and any provisions in modification of, in addition to or
            in lieu of any of the provisions of such Article;

      o     whether and under what circumstances we will pay Additional Amounts,
            as contemplated by Section 1004 of the applicable Indenture, on such
            debt  securities  to any  holder who is not a United  States  person
            (including  any  modification  to the  definition  of  such  term as
            contained in the  applicable  Indenture as  originally  executed) in
            respect of any tax,  assessment or  governmental  charge and, if so,
            whether  we will  have the  option to  redeem  such debt  securities
            rather  than  pay such  Additional  Amounts  (and the  terms of such
            option).

      o     any deletions from, additions to or changes in the Events of Default
            in the Indenture  applicable to any of the debt  securities  and any
            change in the right of the  Trustee or the  holders  to declare  the
            principal amount of any of the debt securities due and payable;

      o     any deletions from,  additions to or changes in the covenants in the
            Indenture;

      o     the applicability of or any change in the  subordination  provisions
            of the Indenture for a series of debt securities;

      o     the provisions,  if any,  granting special rights to holders of such
            debt  securities  upon  the  occurrence  of  such  events  as may be
            specified; and

      o     any other terms of the debt  securities  not  inconsistent  with the
            provisions of the applicable Indenture.

      If applicable,  the prospectus  supplement will also set forth information
concerning  any other  securities  offered  thereby and a discussion  of federal
income tax considerations relevant to the debt securities being offered.

      For purposes of this prospectus, any reference to the payment of principal
of (or premium,  if any) or interest,  if any, on such debt  securities  will be
deemed to include mention of the payment of any Additional  Amounts  required by
the terms of such debt securities.


                                       9
<PAGE>

      Debt  securities  may  provide for less than the entire  principal  amount
thereof to be payable upon  declaration of acceleration of the maturity  thereof
("Original   Issue   Discount   Securities").   Federal  income  tax  and  other
considerations pertaining to any such Original Issue Discount Securities will be
discussed in the applicable prospectus supplement.

      Each Indenture  provides that the debt securities which are the subject of
this prospectus and our additional  unsecured debt  securities,  unlimited as to
aggregate  principal amount, may be issued in one or more series thereunder,  in
each case as authorized from time to time by or pursuant to authority granted by
our Board of  Directors.  (Section 301 of each  Indenture)  Debt  securities  so
issued under an  Indenture  are herein  collectively  referred to, when a single
Trustee  is  acting  as  trustee  for all  debt  securities  issued  under  such
Indenture,  as the  "Indenture  Securities."  Each  Indenture also provides that
there may be more than one Trustee thereunder,  each with respect to one or more
different series of Indenture  Securities.  See also "-- Resignation of Trustee"
herein.  At a time when two or more Trustees are acting under either  Indenture,
each with respect to only certain series, the term Indenture Securities, as used
herein,  will mean the one or more series with respect to which each  respective
Trustee is acting. In the event that there is more than one Trustee under either
Indenture,  the powers and trust obligations of each Trustee as described herein
will extend only to the one or more series of Indenture  Securities for which it
is Trustee. If two or more Trustees are acting under either Indenture,  then the
Indenture Securities for which each Trustee is acting would in effect be treated
as if issued under separate indentures.

      The general  provisions of the  Indentures  do not contain any  provisions
that would limit our ability to incur  indebtedness or that would afford holders
of debt  securities  protection  in the event of a highly  leveraged  or similar
transaction  involving  us.  Please  refer  to  the  prospectus  supplement  for
information with respect to any deletions from, modifications of or additions to
the Events of Default or our covenants that are described  below,  including any
addition  of a  covenant  or other  provision  providing  event  risk or similar
protection.

      We have the ability to issue  Indenture  Securities  with terms  different
from those of Indenture Securities previously issued and, without the consent of
the holders  thereof,  to reopen a previous  series of Indenture  Securities and
issue additional  Indenture Securities of such series (unless such reopening was
restricted when such series was created).

Denominations, Registration and Transfer

      Debt  securities  of  a  series  may  be  issuable  solely  as  Registered
Securities,  solely as Bearer  Securities or as both  Registered  Securities and
Bearer Securities.  The Indentures also provide that debt securities of a series
may be issuable in global form.  See "--  Book-Entry  Debt  Securities."  Unless
otherwise provided in the prospectus supplement,  debt securities denominated in
U.S. dollars (other than global  securities,  which may be of any  denomination)
are issuable in denominations of $1,000 or any integral  multiples of $1,000 (in
the case of Registered  Securities)  and in the  denomination  of $5,000 (in the
case  of  Bearer  Securities).  Unless  otherwise  indicated  in the  prospectus
supplement,  Bearer Securities will have interest coupons attached. (Section 201
of  each  Indenture)  Registered  Securities  will  be  exchangeable  for  other
Registered  Securities  of the same  series.  If (but only if)  provided  in the
prospectus supplement,  Bearer Securities (with all unmatured coupons, except as
provided below,  and all matured coupons which are in default) of any series may
be  similarly  exchanged  for  Registered  Securities  of the same series of any
authorized  denominations and of a like aggregate principal amount and tenor. If
so provided, Bearer Securities surrendered in exchange for Registered Securities
between a Regular Record Date or a Special Record Date and the relevant date for
payment of interest will be surrendered without the coupon relating to such date
for  payment of  interest,  and  interest  will not be payable in respect of the
Registered  Security  issued in exchange for such Bearer  Security,  but will be
payable only to the holder of such coupon when due in accordance  with the terms
of the  applicable  Indenture.  Unless  otherwise  specified  in the  prospectus
supplement,  Bearer  Securities  will not be issued in exchange  for  Registered
Securities. (Section 305 of each Indenture)

      Registered  Securities  of a series may be presented for  registration  of
transfer and debt  securities  of a series may be presented  for exchange (i) at
each office or agency required to be maintained by us for payment of such series
as described in "-- Payment and Paying  Agents"  herein,  and (ii) at each other
office or agency that we may designate from time to time for such  purposes.  No
service charge will be made for any transfer or exchange of debt securities, but
we may  require  payment  of any tax or other  governmental  charge  payable  in
connection therewith. (Section 305 of each Indenture)


                                       10
<PAGE>

      We will not be required to (i) issue, register the transfer of or exchange
debt  securities  during a period  beginning  at the opening of business 15 days
before any selection of debt securities of that series to be redeemed and ending
at the close of business on (A) if debt  securities  of the series are  issuable
only as  Registered  Securities,  the day of mailing of the  relevant  notice of
redemption  and (B) if debt  securities  of the  series are  issuable  as Bearer
Securities,  the  day  of  the  first  publication  of the  relevant  notice  of
redemption, or, if debt securities of the series are also issuable as Registered
Securities  and there is no  publication,  the day of  mailing  of the  relevant
notice of  redemption;  (ii) register the transfer of or exchange any Registered
Security,  or portion  thereof,  called for  redemption,  except the  unredeemed
portion of any Registered  Security  being redeemed in part;  (iii) exchange any
Bearer Security  called for redemption,  except to exchange such Bearer Security
for a Registered  Security of that series and like tenor that is  simultaneously
surrendered for redemption;  or (iv) issue, register the transfer of or exchange
any debt security which has been  surrendered for repayment at the option of the
holder,  except the portion,  if any, of such debt security not to be so repaid.
(Section 305 of each Indenture)

Payment and Paying Agents

      Unless otherwise provided in the prospectus  supplement,  premium, if any,
and interest,  if any, and Additional Amounts, if any, on Registered  Securities
will be payable at any office or agency to be  maintained  by us in  Morristown,
New  Jersey  and The  City of New  York,  except  that  at our  option  interest
(including  Additional  Amounts,  if any) may be paid (i) by check mailed to the
address  of the person  entitled  thereto as such  address  shall  appear in the
Security  Register  or (ii) by wire  transfer  to an account  maintained  by the
person entitled  thereto as specified in the Security  Register.  (Sections 301,
1001 and 1002 of each  Indenture)  Unless  otherwise  provided in the prospectus
supplement,  payment of any installment of interest due on any interest  payment
date for  Registered  Securities  will be made to the  Person in whose name such
Registered Security is registered at the close of business on the regular record
date for such interest. (Section 307 of each Indenture)

      If debt securities of a series are issuable solely as Bearer Securities or
as both Registered  Securities and Bearer Securities,  unless otherwise provided
in the  prospectus  supplement,  we will be  required  to  maintain an office or
agency (i) outside the United States at which,  subject to any  applicable  laws
and regulations, the principal of (and premium, if any) and interest, if any, on
such series will be payable and (ii) in The City of New York for  payments  with
respect to any  Registered  Securities  of such  series (and for  payments  with
respect  to  Bearer  Securities  of such  series  in the  limited  circumstances
described  below,  but not otherwise);  provided that, if required in connection
with any listing of such debt securities on the Luxembourg Stock Exchange or any
other stock  exchange  located  outside the United  States,  we will maintain an
office or agency for such debt securities in any city located outside the United
States  required by such stock  exchange.  (Section 1002 of each  Indenture) The
initial  locations  of  such  offices  and  agencies  will be  specified  in the
prospectus  supplement.  Unless otherwise provided in the prospectus supplement,
principal of (and premium,  if any) and interest,  if any, on Bearer  Securities
may be paid by wire  transfer to an account  maintained  by the Person  entitled
thereto with a bank located outside the United States. (Sections 307 and 1002 of
each Indenture) Unless otherwise provided in the prospectus supplement,  payment
of installments of interest on any Bearer  Securities on or before Maturity will
be made only against surrender of coupons for such interest installments as they
severally mature.  (Section 1001 of each Indenture) Unless otherwise provided in
the prospectus  supplement,  no payment with respect to any Bearer Security will
be made at any office or agency of ours in the United  States or by check mailed
to any address in the United States or by transfer to an account maintained with
a bank located in the United States.  Notwithstanding the foregoing, payments of
principal of (and premium,  if any) and interest,  if any, on Bearer  Securities
payable in U.S.  dollars  will be made at the office of our Paying  Agent in The
City of New York if (but only if)  payment  of the full  amount  thereof in U.S.
dollars  at all  offices or  agencies  outside  the United  States is illegal or
effectively  precluded  by  exchange  controls  or other  similar  restrictions.
(Section 1002 of each Indenture)

      We may from time to time designate additional offices or agencies, approve
a change in the location of any office or agency and,  except as provided above,
rescind the designation of any office or agency.

Events of Default

      The following will constitute  Events of Default under each Indenture with
respect to any series of debt securities issued thereunder:

      (i)   default in the  payment of any  interest  upon any debt  security of
            that series or of any coupon upon or any Additional  Amounts payable
            in  respect  of any debt  security  of that  series or of any coupon
            appertaining thereto and continuance of such default for a period of
            30 days;


                                       11
<PAGE>

      (ii)  default in the payment of the principal of (or premium,  if any, on)
            any debt  security  of that  series  when the same  becomes  due and
            payable, whether at its maturity, earlier redemption or repayment or
            otherwise;

      (iii) default in the deposit of any sinking  fund  payment when due by the
            terms of any debt security of that series;

      (iv)  default in the performance,  or breach, of any covenant or agreement
            of  ours  in the  applicable  Indenture  with  respect  to any  debt
            security of that series,  continued for 60 days after written notice
            to us;

      (v)   certain events in bankruptcy, insolvency or reorganization affecting
            us; and

      (vi)  any other Event of Default  provided with respect to debt securities
            of that series. (Section 501 of each Indenture)

      We are  required  to  file  with  the  applicable  Trustee,  annually,  an
officer's  certificate  as to our  compliance  with all conditions and covenants
under the applicable Indenture.  (Section 1005 of each Indenture) Each Indenture
provides that the applicable  Trustee may withhold notice to the holders of debt
securities  of a series of any  default  (except  payment  defaults on such debt
securities  of that series) if it considers it in the interest of the holders of
debt securities of such series to do so. (Section 601 of each Indenture)

      If an Event of Default  with  respect to debt  securities  of a series has
occurred and is continuing,  the  applicable  Trustee or the holders of not less
than 25% in principal  amount of outstanding  debt securities of that series may
declare the  principal  amount (or,  if the debt  securities  of that series are
Original Issue Discount  Securities or Indexed  Securities,  such portion of the
principal  amount as may be specified  in the terms  thereof) of all of the debt
securities  of that series to be due and payable  immediately.  (Section  502 of
each Indenture)

      Subject to the  provisions  of the  applicable  Indenture  relating to the
duties of the Trustee  thereunder,  in case an Event of Default  with respect to
debt  securities  of a series has  occurred and is  continuing,  such Trustee is
under no obligation to exercise any of its rights or powers under such Indenture
at the request,  order or direction  of the holders of debt  securities  of that
series,  unless such holders have  offered  such  Trustee  reasonable  indemnity
against the expenses and liabilities which might be incurred by it in compliance
with such request.  (Section 507 of each  Indenture and TIA Section 315) Subject
to such  provisions  for the  indemnification  of the  applicable  Trustee,  the
holders of a majority in principal  amount of the outstanding debt securities of
a series will have the right to direct the time,  method and place of conducting
any proceeding for any remedy available to such Trustee, or exercising any trust
or power  conferred on such Trustee with respect to the debt  securities of that
series. (Section 512 of each Indenture)

      The  holders of a majority in  principal  amount of the  outstanding  debt
securities  of a series may, on behalf of the holders of all debt  securities of
such series and any related coupons, waive any past default under the applicable
Indenture with respect to such series and its consequences, except a default (i)
in the payment of the principal of (or premium, if any) or interest,  if any, on
or Additional  Amounts payable in respect of any debt security of such series or
any related coupons or (ii) in respect of a covenant or provision that cannot be
modified or amended without the consent of the holder of each  outstanding  debt
security of such series affected thereby. (Section 513 of each Indenture)

Merger or Consolidation

      Each Indenture  provides that we may not consolidate with or merge with or
into any other corporation or convey or transfer our properties and assets as an
entirety or substantially as an entirety to any person, unless either we are the
continuing  corporation or such  corporation  or person assumes by  supplemental
indenture  all of  our  obligations  under  such  Indenture  and  the  Indenture
Securities  issued  thereunder and immediately  after the transaction no default
shall exist. (Section 801 of each Indenture)

Modification or Waiver

      Modification  and  amendment  of an  Indenture  may be  made by us and the
Trustee  thereunder  with the consent of the holders of a majority in  principal
amount  of all  Outstanding  Indenture  Securities  issued  thereunder  that are


                                       12
<PAGE>

affected by such  modification or amendment;  provided that no such modification
or  amendment  may,  without  the  consent  of the  holder  of each  Outstanding
Indenture Security affected thereby, among other things:

      (i)   change the Stated Maturity of the principal of (or premium,  if any)
            or any installment of principal of or interest on any such Indenture
            Security;

      (ii)  reduce the principal amount of, or the rate or amount of interest in
            respect of, or any premium  payable upon the redemption of, any such
            Indenture Security, or change the manner of calculation thereof;

      (iii) change our obligation,  if any, to pay Additional Amounts in respect
            of any such Indenture Security;

      (iv)  reduce the portion of the  principal of an Original  Issue  Discount
            Security or Indexed  Security  that would be due and payable  upon a
            declaration of acceleration  of the Maturity  thereof or provable in
            bankruptcy;

      (v)   adversely  affect any right of repayment at the option of the holder
            of any such Indenture Security;

      (vi)  change the place or  Currency  of payment  of  principal  of, or any
            premium or interest on, any such Indenture Security;

      (vii) impair the right to institute  suit for the  enforcement of any such
            payment on or after the Stated  Maturity  thereof or on or after any
            Redemption Date or Repayment Date therefor;

     (viii) adversely  affect  any right to convert or  exchange  any  Indenture
            Security;

      (ix)  reduce  the  percentage  in  principal  amount  of such  Outstanding
            Indenture  Securities,  the consent of whose  holders is required to
            amend or waive compliance with certain  provisions of such Indenture
            or to waive certain defaults thereunder;

      (x)   reduce the requirements for voting or quorum described below; or

      (xi)  modify any of the foregoing  requirements  or any of the  provisions
            relating  to  waiving  past  defaults  or  compliance  with  certain
            restrictive provisions, except to increase the percentage of holders
            required to effect any such waiver or to provide that certain  other
            provisions of the Indenture cannot be modified or waived without the
            consent of the holders of each Indenture  Security affected thereby.
            (Section 902 of each Indenture)

      In  addition,   under  the  Subordinated  Indenture,  no  modification  or
amendment  thereof  may,  without the consent of the holder of each  Outstanding
Subordinated  Security  affected  thereby,  modify any of the provisions of such
Indenture  relating to the  subordination  of the  Subordinated  Securities in a
manner adverse to the holders thereof and no such  modification or amendment may
adversely affect the rights of any holder of Senior  Indebtedness  under Article
Sixteen  of  the  Subordinated   Indenture  (described  under  the  caption  "--
Subordinated Indenture Provisions") without the consent of such holder of Senior
Indebtedness. (Sections 902 and 907 of the Subordinated Indenture)

      The holders of a majority in  aggregate  principal  amount of  Outstanding
Indenture  Securities  have the  right  to waive  our  compliance  with  certain
covenants in the applicable Indenture. (Section 1006 of each Indenture)

      Modification  and amendment of an Indenture may be made by the  applicable
Trustee and us  thereunder,  without  the consent of any holder,  for any of the
following purposes:

      (i)   to evidence the  succession of another Person to us as obligor under
            such Indenture;

      (ii)  to add to our covenants for the benefit of the holders of all or any
            series of Indenture  Securities  issued under such Indenture and any
            related coupons or to surrender any right or power conferred upon us
            by such Indenture;

      (iii) to add Events of Default  for the  benefit of the  holders of all or
            any series of Indenture Securities;

      (iv)  to add to or change any  provisions of such  Indenture to facilitate
            the issuance of, or to liberalize  the terms of, Bearer  Securities,
            or to permit or facilitate  the issuance of Indenture  Securities in
            uncertificated form, provided that any such actions do not adversely
            affect  the  holders of such  Indenture  Securities  or any  related
            coupons;

      (v)   to change or eliminate any  provisions of such  Indenture,  provided
            that any such change or elimination  will become effective only when
            there are no such  Indenture  Securities  Outstanding  of any series
            created  prior  thereto  which are  entitled  to the benefit of such
            provisions;


                                       13
<PAGE>

      (vi)  to secure the Indenture  Securities  under the applicable  Indenture
            pursuant to any  requirements of Section 801 of such  Indenture,  or
            otherwise;

      (vii) to establish the form or terms of such  Indenture  Securities of any
            series and any related coupons;

     (viii) to provide for the acceptance of appointment by a successor  Trustee
            or facilitate the  administration of the trusts under such Indenture
            by more than one Trustee;

      (ix)  to cure any ambiguity,  defect or  inconsistency  in such Indenture,
            provided  such action does not  adversely  affect the  interests  of
            holders of Indenture Securities of a series issued thereunder or any
            related coupons in any material respect; or

      (x)   to supplement  any of the provisions of such Indenture to the extent
            necessary to permit or  facilitate  defeasance  and discharge of any
            series of Indenture Securities thereunder, provided that such action
            shall not adversely  affect the interests of the holders of any such
            Indenture  Securities  and  any  related  coupons  in  any  material
            respect. (Section 901 of each Indenture)

      In determining  whether the holders of the requisite  principal  amount of
Outstanding Indenture Securities have given any request, demand,  authorization,
direction, notice, consent or waiver under the applicable Indenture or whether a
quorum is present at a meeting of holders of  Indenture  Securities  thereunder,
(i) the principal  amount of an Original  Issue  Discount  Security that will be
deemed to be outstanding will be the amount of the principal  thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity  thereof,  (ii) the principal amount of an Indexed Security that may be
counted in making such  determination will be equal to the principal face amount
of such Indexed Security at original  issuance,  unless otherwise  provided with
respect to such Indexed  Security  pursuant to Section 301 of such Indenture and
(iii) Indenture  Securities  owned by us or any other obligor upon the Indenture
Securities  or  any  Affiliate  of  ours  or of  such  other  obligor  shall  be
disregarded. (Section 101 of each Indenture)

      Each Indenture  contains  provisions for convening meetings of the holders
of Indenture  Securities of a series if Indenture  Securities of that series are
issuable as Bearer Securities. (Section 1501 of each Indenture) A meeting may be
called at any time by the applicable  Trustee,  and also, upon request, by us or
the holders of at least 10% in  principal  amount of the  Outstanding  Indenture
Securities of that series, in any such case upon notice given as provided in the
applicable  Indenture.  (Section 1502 of each Indenture)  Except for any consent
that must be given by the holder of each Indenture Security affected thereby, as
described above, any resolution  presented at a meeting (or an adjourned meeting
duly  reconvened) at which a quorum is present may be adopted by the affirmative
vote of the  holders  of a  majority  in  principal  amount  of the  Outstanding
Indenture Securities of that series; provided, however, that any resolution with
respect to any  request,  demand,  authorization,  direction,  notice,  consent,
waiver or other  action  that may be made,  given or taken by the  holders  of a
specified  percentage  which is less than a majority in principal  amount of the
Outstanding  Indenture Securities of a series may be adopted at a meeting (or an
adjourned  meeting  duly  reconvened)  at  which  a  quorum  is  present  by the
affirmative vote of the holders of such specified percentage in principal amount
of the Outstanding Indenture Securities of that series. Any resolution passed or
decision  taken at any meeting of holders of  Indenture  Securities  of a series
duly held in accordance  with the  applicable  Indenture  will be binding on all
holders of  Indenture  Securities  of that series and any related  coupons.  The
quorum at any meeting  called to adopt a resolution  will be persons  holding or
representing  a  majority  in  principal  amount  of the  Outstanding  Indenture
Securities of a series; provided, however, that, if any action is to be taken at
such  meeting  with  respect  to a consent  or waiver  which may be given by the
holders  of not less than a  specified  percentage  in  principal  amount of the
Outstanding   Indenture   Securities  of  a  series,   the  persons  holding  or
representing  such specified  percentage in principal  amount of the Outstanding
Indenture  Securities of that series will constitute a quorum.  (Section 1504 of
each Indenture)

      Notwithstanding the foregoing provisions,  if any action is to be taken at
a meeting of holders of  Indenture  Securities  of a series with  respect to any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action that the applicable  Indenture  expressly  provides may be made, given or
taken by the  holders  of a  specified  percentage  in  principal  amount of all
Outstanding  Indenture  Securities  affected  thereby or of the  holders of such
series and one or more additional  series:  (i) there shall be no minimum quorum
requirement  for such meeting and (ii) the principal  amount of the  Outstanding
Indenture Securities of such series that vote in favor of such request,  demand,
authorization,  direction, notice, consent, waiver or other action will be taken
into  account  in  determining  whether  such  request,  demand,  authorization,
direction, notice, consent, waiver or other action has been made, given or taken
under such Indenture. (Section 1504 of each Indenture)


                                       14
<PAGE>

Satisfaction and Discharge, Defeasance and Covenant Defeasance

      We may discharge  certain  obligations to holders of debt  securities of a
series  that have not  already  been  delivered  to the  applicable  Trustee for
cancellation  and that  either have become due and payable or are by their terms
due and payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the applicable Trustee, in trust, funds in an amount
sufficient to pay the entire  indebtedness on such debt securities for principal
(and premium,  if any) and  interest,  if any, and any  Additional  Amounts with
respect  thereto,  to the date of such  deposit  (if such debt  securities  have
become due and payable) or to the Stated  Maturity or  Redemption  Date,  as the
case may be. (Section 401 of each Indenture)

      Each Indenture  provides  that, if the provisions of Article  Fourteen are
made  applicable to the debt  securities of or within any series and any related
coupons  pursuant to Section 301 thereunder,  we may elect either (a) to defease
and be  discharged  from  any and all  obligations  with  respect  to such  debt
securities and any related coupons (except for the obligations to pay Additional
Amounts,  if any, upon the  occurrence of certain  events of tax,  assessment or
governmental  charge with  respect to payments on such debt  securities  and the
obligations to register the transfer or exchange of such debt securities and any
related coupons,  to replace temporary or mutilated,  destroyed,  lost or stolen
debt  securities  and any  related  coupons,  to maintain an office or agency in
respect of such debt  securities and any related  coupons and to hold moneys for
payment in trust)  (defeasance)  (Section  1402 of each  Indenture) or (b) to be
released from our obligations under any covenant  specified  pursuant to Section
301 with  respect  to such debt  securities  and any  related  coupons,  and any
omission to comply with such  obligations  shall not  constitute a default or an
Event of Default with respect to such debt  securities  and any related  coupons
(covenant defeasance) (Section 1403 of each Indenture),  in either case upon the
irrevocable  deposit  by us with the  applicable  Trustee  (or other  qualifying
trustee),  in  trust,  of  (i)  an  amount  in  U.S.  dollars,  (ii)  Government
Obligations  (as defined below)  applicable to such debt  securities and coupons
that through the payment of  principal  and  interest in  accordance  with their
terms will  provide  money in an amount,  or (iii) a  combination  thereof in an
amount,  sufficient to pay the principal of (and premium,  if any) and interest,
if any, on such debt  securities  and any  related  coupons,  and any  mandatory
sinking fund or analogous payments thereon, on the scheduled due dates therefor.

      Such a trust may only be  established  if,  among  other  things,  we have
delivered to the  applicable  Trustee an Opinion of Counsel (as specified in the
applicable Indenture) to the effect that the holders of such debt securities and
any related  coupons will not recognize  income,  gain or loss for United States
federal  income  tax  purposes  as a  result  of  such  defeasance  or  covenant
defeasance  and will be subject to United States  federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such  defeasance or covenant  defeasance  had not occurred,  and such Opinion of
Counsel,  in the case of defeasance under clause (a) above, must refer to and be
based upon a ruling of the Internal  Revenue  Service or a change in  applicable
United States federal income tax law occurring after the date of such Indenture.
(Section 1404 of each Indenture)

      "Government Obligations" means securities which are (i) direct obligations
of the United States or (ii) obligations of a Person controlled or supervised by
and acting as an agency or  instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States,  which are not callable or redeemable at the option of the issuer
thereof.  "Government Obligations" also include a depository receipt issued by a
bank  or  trust  company  as  custodian  with  respect  to any  such  Government
Obligation  or a  specific  payment  of  interest  on or  principal  of any such
Government  Obligation held by such custodian for the account of the holder of a
depository receipt;  provided that (except as required by law) such custodian is
not  authorized to make any deduction  from the amount  payable to the holder of
such depository  receipt from the amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.  (Section 101 of
each Indenture)

      In the  event we  effect  covenant  defeasance  with  respect  to any debt
securities  and any  related  coupons and such debt  securities  and coupons are
declared due and payable because of the occurrence of any Event of Default other
than an Event of Default  described  in clause  (iv) or (vi) under "-- Events of
Default"  (Section  501 of each  Indenture)  with  respect to any covenant as to
which there has been covenant defeasance,  the amount of Government  Obligations
and funds on deposit  with the  applicable  Trustee  will be  sufficient  to pay
amounts  due on such debt  securities  and  coupons at the time of their  Stated
Maturity but may not be  sufficient  to pay amounts due on such debt  securities
and  coupons  at the  time of the  acceleration  resulting  from  such  Event of
Default.  In such case,  we would remain  liable to make payment of such amounts
due at the time of acceleration. (Section 501 of each Indenture)


                                       15
<PAGE>

      If the applicable Trustee or any Paying Agent is unable to apply any money
in accordance  with the applicable  Indenture by reason of any order or judgment
of any court or  governmental  authority  enjoining,  restraining  or  otherwise
prohibiting such application, then our obligations under such Indenture and such
debt  securities  and any related  coupons  shall be revived and  reinstated  as
though no deposit had occurred  pursuant to such  Indenture,  until such time as
such Trustee or Paying Agent is permitted to apply all such money in  accordance
with such Indenture; provided, however, that if we make any payment of principal
of (or premium,  if any) or interest,  if any, on any such debt  security or any
related  coupon  following the  reinstatement  of our  obligations,  we shall be
subrogated to the rights of the holders of such debt  securities and any related
coupons to receive  such  payment  from the money held by such Trustee or Paying
Agent. The prospectus  supplement may further  describe the provisions,  if any,
permitting such defeasance or covenant  defeasance,  including any modifications
to the provisions  described  above,  with respect to the debt  securities of or
within a particular series and any related coupons.

Book-Entry Debt Securities

      Debt securities of a series may be issued,  in whole or in part, in global
form that will be deposited  with,  or on behalf of, a depositary  identified in
the prospectus supplement.  Global securities may be issued in either registered
or bearer form and in either temporary or permanent form (a "Global  Security").
Unless otherwise provided in the prospectus supplement, debt securities that are
represented by a Global Security will be issued in  denominations  of $1,000 and
any  integral  multiple  thereof,  and will be issued in  registered  form only,
without coupons. Payments of principal of (and premium, if any) and interest, if
any, on debt  securities  represented by a Global Security will be made by us to
the applicable Trustee and then by such Trustee to the depositary.

      We anticipate  that any Global  Securities  will be deposited  with, or on
behalf of, The Depository Trust Company  ("DTC"),  New York, New York, that such
Global Securities will be registered in the name of DTC's nominee,  and that the
following  provisions will apply to the depositary  arrangements with respect to
any such Global  Securities.  Additional  or differing  terms of the  depositary
arrangements will be described in the prospectus supplement.

      So  long  as DTC or  its  nominee  is the  registered  owner  of a  Global
Security,  DTC or its nominee,  as the case may be, will be considered  the sole
holder  of the debt  securities  represented  by such  Global  Security  for all
purposes under the applicable  Indenture.  Except as provided  below,  owners of
beneficial  interests  in a Global  Security  will not be  entitled to have debt
securities  represented by such Global Security  registered in their names, will
not receive or be entitled to receive  physical  delivery of debt  securities in
certificated form and will not be considered the owners or holders thereof under
the  applicable  Indenture.  The  laws  of  some  states  require  that  certain
purchasers  of  securities   take  physical   delivery  of  such  securities  in
certificated  form;  such  laws may  limit  the  transferability  of  beneficial
interests in a Global Security.

      If (1) DTC is at any time  unwilling,  unable or ineligible to continue as
depositary  and a successor  depositary  is not  appointed  by us within 90 days
following notice to us; (2) we determine,  in our sole  discretion,  not to have
any debt  securities  represented  by one or more Global  Securities;  or (3) an
Event of Default under the applicable  Indenture has occurred and is continuing,
then we will issue  individual debt securities in certificated  form in exchange
for the  relevant  Global  Securities.  In any  such  instance,  an  owner  of a
beneficial  interest in a Global Security will be entitled to physical  delivery
of individual debt securities in certificated form of like tenor and rank, equal
in principal amount to such beneficial interest and to have such debt securities
in certificated  form registered in its name.  Unless otherwise  provided in the
prospectus  supplement,  debt securities so issued in certificated  form will be
issued in denominations  of $1,000 or any integral  multiple thereof and will be
issued in registered form only, without coupons.

      The following is based on information  furnished by DTC and applies to the
extent that it is the depositary,  unless  otherwise  provided in the prospectus
supplement:

      Registered  Owner.  The debt securities will be issued as fully Registered
Securities in the name of Cede & Co., which is DTC's  partnership  nominee.  The
applicable  Trustee will deposit the Global Securities with the depositary.  The
deposit with the depositary and its  registration in the name of Cede & Co. will
not change the nature of the actual  purchaser's  ownership interest in the debt
securities.

      DTC's Organization. DTC is a limited-purpose trust company organized under
the New York  Banking Law, a "banking  organization"  within the meaning of that
law, a member of the Federal Reserve System, a "clearing


                                       16
<PAGE>

corporation"  within the meaning of the New York Uniform  Commercial  Code and a
"clearing  agency"  registered  pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934.

      DTC is owned by a number of its direct participants and the New York Stock
Exchange,  Inc., the American Stock Exchange,  Inc. and the National Association
of Securities Dealers,  Inc. Direct participants  include securities brokers and
dealers,   banks,  trust  companies,   clearing   corporations  and  some  other
organizations that directly  participate in DTC. Other entities may access DTC's
system by clearing transactions through or maintaining a custodial  relationship
with direct  participants.  The rules applicable to DTC and its participants are
on file with the SEC.

      DTC's Activities.  DTC holds securities that its participants deposit with
it.  DTC also  facilitates  the  settlement  among  participants  of  securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic computerized  book-entry changes in participants' accounts.  Doing so
eliminates the need for physical movement of securities certificates.

      Participant's Records.  Except as otherwise provided in this prospectus or
a prospectus supplement, purchases of debt securities must be made by or through
a direct participant, which will receive a credit for the debt securities on the
depositary's  records. The purchaser's interest is in turn to be recorded on the
participant's  records.  Actual purchasers will not receive written confirmation
from the depositary of their purchase, but they generally receive confirmations,
along with periodic statements of their holdings,  from the participants through
which they entered into the transaction.

      Transfers of interests in the Global  Securities will be made on the books
of  the   participants  on  behalf  of  the  actual   purchasers.   Certificates
representing  the interest in debt  securities will not be issued unless the use
of Global Securities is suspended.

      The  depositary  has no  knowledge  of the  actual  purchasers  of  Global
Securities.  The  depositary's  records  only reflect the identity of the direct
participants,  who are  responsible  for  keeping  account of their  holdings on
behalf of their customers.

      Notices among the Depositary,  Participants and Actual Purchasers. Notices
and other  communications  by the depositary,  its  participants  and the actual
purchasers  will be governed by  arrangements  among them,  subject to any legal
requirements in effect. Any redemption notices will be sent to DTC. If less than
all of the securities  within an issue are being redeemed,  DTC's practice is to
determine by lot the amount of the interest of each direct  participant  in such
issue to be redeemed.

      Voting  Procedures.  Neither DTC nor Cede & Co. will give  consents for or
vote the Global Securities.  The depositary  generally mails an omnibus proxy to
us just after the applicable record date. That proxy assigns Cede & Co.'s voting
rights to the direct  participants  to whose  accounts the debt  securities  are
credited at that time.

      Payments.  Principal and interest payments made by us will be delivered to
the depositary. DTC's practice is to credit direct participants' accounts on the
applicable payment date unless it has reason to believe that it will not receive
payment on that date.  Payments by  participants  to actual  purchasers  will be
governed by standing  instructions and customary practices,  as is the case with
securities  held for customers in bearer form or  registered  in "street  name."
Those  payments  will  be the  responsibility  of that  participant  and not the
depositary,  the applicable  Trustee or us, subject to any legal requirements in
effect at that time.

      We are responsible for payment of principal, interest and premium, if any,
to the applicable  Trustee who is responsible  for paying it to the  depositary.
The  depositary  is  responsible   for  disbursing   those  payments  to  direct
participants.  The participants  are responsible for disbursing  payments to the
actual purchasers.

      DTC may discontinue  providing its services as securities  depositary with
respect to the debt  securities at any time by giving  reasonable  notice to the
applicable  Paying  Agent or us. Under such  circumstances,  in the event that a
successor securities depositary is not appointed, debt security certificates are
required to be printed and delivered.

      We may decide to  discontinue  use of the system of  book-entry  transfers
through DTC (or a successor securities depositary). In that event, debt security
certificates will be printed and delivered.


                                       17
<PAGE>

      The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources  (including  DTC) that we believe to be reliable,
but we take no responsibility for the accuracy thereof.

      Unless stated otherwise in the prospectus supplement,  the underwriters or
agents with respect to a series of debt securities  issued as Global  Securities
will be direct participants in DTC.

      None of any  underwriter or agent,  the Trustees,  any  applicable  Paying
Agent or us will have any  responsibility  or  liability  for any  aspect of the
records  relating to or payments  made on account of  beneficial  interests in a
Global  Security,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial interests.

Resignation of Trustee

      The Trustee may resign or be removed with respect to one or more series of
Indenture  Securities  and a  successor  Trustee  may be  appointed  to act with
respect to such series. (Section 608 of each Indenture) In the event that two or
more persons are acting as Trustee with respect to different series of Indenture
Securities under one of the Indentures,  each such Trustee shall be a Trustee of
a trust thereunder  separate and apart from the trust  administered by any other
such Trustee (Section 609 of each Indenture), and any action described herein to
be taken by the Trustee may then be taken by each such  Trustee with respect to,
and only with  respect to, the one or more series of  Indenture  Securities  for
which it is Trustee.

Subordinated Indenture Provisions

      Upon any  distribution  of our assets  upon any  dissolution,  winding up,
liquidation or reorganization,  the payment of the principal of (and premium, if
any) and interest,  if any, on Subordinated  Securities is to be subordinated to
the extent  provided in the  Subordinated  Indenture  in right of payment to the
prior payment in full of all Senior Indebtedness  (Sections 1601 and 1602 of the
Subordinated  Indenture),  but our  obligation  to make payment of the principal
(and premium, if any) and interest, if any, on the Subordinated  Securities will
not  otherwise be affected.  (Section  1604 of the  Subordinated  Indenture)  In
addition,  no payment on account of principal (or premium, if any), sinking fund
or interest,  if any,  may be made on the  Subordinated  Securities  at any time
unless full payment of all amounts due in respect of the principal (and premium,
if any), sinking fund and interest on Senior  Indebtedness has been made or duly
provided for in money. (Section 1603 of the Subordinated Indenture)

      In the event that,  notwithstanding the foregoing,  any such payment by us
is  received  by  the  Subordinated  Trustee  or  the  holders  of  any  of  the
Subordinated  Securities  before all Senior  Indebtedness  is paid in full, such
payment  or  distribution  shall  be paid  over to the  holders  of such  Senior
Indebtedness  or on their  behalf  for  application  to the  payment of all such
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been
paid in full,  after giving effect to any concurrent  payment or distribution to
the holders of such Senior  Indebtedness.  Subject to the payment in full of all
Senior  Indebtedness  upon such  distribution,  the holders of the  Subordinated
Securities  will be  subrogated  to the  rights  of the  holders  of the  Senior
Indebtedness  to the  extent of  payments  made to the  holders  of such  Senior
Indebtedness  out of the  distributive  share  of the  Subordinated  Securities.
(Section 1602 of the Subordinated Indenture) By reason of such subordination, in
the event of a distribution  of assets upon  insolvency,  certain of our general
creditors  may  recover  more,   ratably,   than  holders  of  the  Subordinated
Securities.   The  Subordinated   Indenture   provides  that  the  subordination
provisions thereof will not apply to money and securities held in trust pursuant
to the defeasance provisions of the Subordinated Indenture. (Section 1402 of the
Subordinated Indenture).

      "Senior  Indebtedness"  is defined in the  Subordinated  Indenture  as the
principal of and premium,  if any, and unpaid  interest on (i) our  indebtedness
(including  indebtedness of others guaranteed by us), whether outstanding on the
date of the Subordinated Indenture or thereafter created,  incurred,  assumed or
guaranteed,  for money borrowed, unless in the instrument creating or evidencing
the same or pursuant to which the same is  outstanding  it is provided that such
indebtedness  is not  senior  or  prior  in  right  of  payment  to  the  junior
subordinated debt securities, and (ii) renewals,  extensions,  modifications and
refundings of any such indebtedness.

      The  Subordinated  Securities,  are pari  passu with and equal in right of
payment to our 7.44% Deferrable Interest Subordinated Debentures,  Series A, our
Floating Rate Deferrable Interest Subordinated Debentures, Series B, our


                                       18
<PAGE>

7.25% Deferrable Interest Subordinated  Debentures,  Series C and any guarantees
issued in connection therewith and will be pari passu with and equal in right of
payment to any debt  securities or guarantees  which may be issued in connection
with issuances of trust preferred securities by the Trust.

      If this  prospectus  is being  delivered  in  connection  with a series of
Subordinated   Securities,   the  accompanying   prospectus  supplement  or  the
information  incorporated  by reference  therein will set forth the  approximate
amount of Senior Indebtedness outstanding as of a recent date.

Governing Law

      The Indentures and the debt  securities will be governed by, and construed
in accordance with, the laws of the State of New Jersey.

The Trustee under the Senior Indenture and the Subordinated Indenture

      Wachovia  Bank,  National  Association,   the  Trustee  under  our  Senior
Indenture  dated  as of  November  1,  1998  with  respect  to our  senior  debt
securities,  will also be trustee under the Subordinated  Indenture with respect
to our Subordinated  Securities and the Trust Debt Indenture with respect to our
trust debt securities.  Wachovia Bank,  National  Association,  is trustee under
various   indentures   relating  to  our   subsidiaries   and  affiliates.   Our
subsidiaries, our affiliates and we maintain other normal banking relationships,
including credit  facilities and lines of credit,  with Wachovia Bank,  National
Association.

                    DESCRIPTION OF THE TRUST DEBT SECURITIES

General

      The trust debt  securities  will be issued in one or more series under the
Trust Debt Indenture to be entered into between us and Wachovia  Bank,  National
Association.  The initial series of trust debt securities is provided for in the
form  of  the  Trust  Debt  Indenture  which  is  filed  as an  exhibit  to  the
registration  statement of which this  prospectus  is part.  The ranking of each
series of trust debt securities  will be specified in the applicable  prospectus
supplement.  Each series of junior  subordinated trust debt securities will rank
subordinate and junior in right of payment,  to the extent and in the manner set
forth in the Trust Debt Indenture,  to all of our Senior  Indebtedness.  See "--
Subordination."  The Trust  Debt  Indenture  does not limit  the  incurrence  or
issuance of Senior Indebtedness by us.

      The relevant  prospectus  supplement  will describe the following terms of
any series of trust debt securities:

      (i)   the title of such series of trust debt securities;

      (ii)  the aggregate  principal  amount of such series and any limit on the
            aggregate principal amount of such series of trust debt securities;

      (iii) the date or dates on which the principal of such series of the title
            of such  series of trust  debt  securities  shall be  payable or the
            method of determination thereof;

      (iv)  the rate or rates, if any, at which such series of the title of such
            series of trust debt  securities  shall bear interest,  the interest
            payment  dates on which any such  interest  shall be  payable or the
            method by which any of the foregoing shall be determined;

      (v)   any terms regarding redemption;

      (vi)  the ranking of such series of trust debt securities;

      (vii) the  maximum   Extension  Period  for  such  series  of  trust  debt
            securities; and

      (viii)any  other  terms  of such  series  of  trust  debt  securities  not
            inconsistent with the provisions of the Trust Debt Indenture.

      Certain  federal  income  tax  consequences  and  special   considerations
relating to the applicable  series of trust debt securities will be described in
an accompanying prospectus supplement.


                                       19
<PAGE>

Option to Extend Interest Payment Period

      Under the Trust  Debt  Indenture,  we shall have the right at any time and
from time to time, so long as no Event of Default has occurred and is continuing
with  respect to such  series of trust debt  securities,  to defer  payments  of
interest by extending the interest  payment period for such series of trust debt
securities for up to the maximum  Extension  Period  provided for such series of
trust debt securities, provided that no Extension Period shall extend beyond the
maturity or any redemption date of such series of trust debt securities.  At the
end of the  Extension  Period,  we will be obligated  to pay all  interest  then
accrued and unpaid  (together with interest  thereon to the extent  permitted by
applicable  law).  During any  Extension  Period,  we may not declare or pay any
dividend on, or redeem,  purchase,  acquire,  or make a liquidation payment with
respect to, any of our capital stock.  Prior to the termination of any Extension
Period,  we may shorten or further extend the interest payment period,  provided
that  such  Extension  Period,  together  with all  such  previous  and  further
extensions thereof,  may not exceed the maximum Extension Period for such series
of trust debt securities or extend beyond the maturity or any redemption date of
such series of trust debt  securities.  Upon the  termination  of any  Extension
Period and the  payment  of all  amounts  then due,  we may elect to begin a new
Extension Period, subject to the above requirements. We will be required to give
notice to the Trustee and cause the Trustee to give notice to the holders of the
applicable series of trust debt securities of our election to begin an Extension
Period, or any shortening or extension thereof,  at least one Business Day prior
to the date the notice of the record or payment date of the related distribution
on the  preferred  trust  securities  or payment of  interest on such trust debt
securities is required to be given to any national  securities exchange on which
such trust debt securities or such preferred trust securities are then listed or
other applicable self-regulatory organization but in any event not less than two
Business Days prior to such record date.

Subordination

      All of our  payments  in  respect of the  junior  subordinated  trust debt
securities  shall be  subordinated  to the prior  payment in full of all amounts
payable on Senior Indebtedness.

      "Senior  Indebtedness"  is  defined  in the Trust  Debt  Indenture  as the
principal of and premium,  if any, and unpaid  interest on (i) our  indebtedness
(including  indebtedness of others guaranteed by us), whether outstanding on the
date of the Trust Debt  Indenture or thereafter  created,  incurred,  assumed or
guaranteed,  for money borrowed, unless in the instrument creating or evidencing
the same or pursuant to which the same is  outstanding  it is provided that such
indebtedness  is not  senior  or  prior  in  right  of  payment  to  the  junior
subordinated trust debt securities, and (ii) renewals, extensions, modifications
and refundings of any such indebtedness.

      Upon any payment or  distribution  of our assets or  securities,  upon our
dissolution  or winding-up or total or partial  liquidation  or  reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency,  receivership or
other  proceedings,  all amounts payable on Senior  Indebtedness  (including any
interest accruing on such Senior Indebtedness  subsequent to the commencement of
a bankruptcy, insolvency or similar proceeding) shall be paid in full before the
holders  of the junior  subordinated  trust debt  securities  or the  Trustee on
behalf of such  holders  shall be  entitled  to receive  from us any  payment of
principal of,  premium,  if any, or interest on, the junior  subordinated  trust
debt securities or distributions of any assets or securities.

      No  direct or  indirect  payment  by or on our  behalf  of  principal  of,
premium,  if any, or interest on, the junior subordinated trust debt securities,
whether pursuant to the terms of the junior  subordinated  trust debt securities
or upon  acceleration  or  otherwise,  shall  be made  if,  at the  time of such
payment,  there exists (1) a default in the payment of all or any portion of any
Senior  Indebtedness or (2) any other default  pursuant to which the maturity of
Senior  Indebtedness has been accelerated and, in either case,  requisite notice
has been  given to the  Trustee  and such  default  shall not have been cured or
waived by or on behalf of the holders of such Senior Indebtedness.

      If the  Trustee  or any  holder  of the  junior  subordinated  trust  debt
securities  shall have  received  any  payment on account of the  principal  of,
premium,  if any, or interest on, the junior  subordinated trust debt securities
when such  payment  is  prohibited  and  before  all  amounts  payable on Senior
Indebtedness  are paid in full,  then such payment shall be received and held in
trust for the holders of Senior Indebtedness and shall be paid to the holders of
the Senior  Indebtedness  remaining  unpaid to the extent  necessary to pay such
Senior Indebtedness in full.

      Nothing in the Trust Debt  Indenture  shall limit the right of the Trustee
or the  holders of the junior  subordinated  trust debt  securities  to take any
action  to  accelerate  the  maturity  of the  junior  subordinated  trust  debt
securities  or to pursue any rights or remedies  against us,  provided  that all
Senior Indebtedness shall be paid before


                                       20
<PAGE>

holders of the junior subordinated trust debt securities are entitled to receive
any payment from us of principal of, premium, if any, or interest on, the junior
subordinated trust debt securities.

      Upon the  payment in full of all Senior  Indebtedness,  the holders of the
junior  subordinated  trust debt securities shall be subrogated to the rights of
the  holders  of  such  Senior  Indebtedness  to  receive  payments  from  us or
distributions  of our assets made on such Senior  Indebtedness  until the junior
subordinated trust debt securities shall be paid in full.

Denominations, Registration and Transfer

      Trust debt securities of a series are issuable solely in registered  form.
The Trust Debt  Indenture  also provides that trust debt  securities of a series
may be issuable in global form. See  "Description of the Senior and Subordinated
Debt Securities -- Book-Entry Debt Securities." Unless otherwise provided in the
prospectus  supplement,  trust debt  securities  (other than global  securities,
which may be of any denomination) are issuable in denominations of $1,000 or any
integral multiples of $1,000.

      Trust debt securities will be exchangeable for other registered securities
of the same  series.  Registered  securities  of a series may be  presented  for
registration  of transfer and for exchange (i) at each office or agency required
to be  maintained  by us for payment of such series as  described in "-- Payment
and Paying Agents"  herein,  and (ii) at each other office or agency that we may
designate  from time to time for such  purposes.  No service charge will be made
for any  transfer  or  exchange  of trust debt  securities,  but we may  require
payment of any tax or other governmental charge payable in connection therewith.

      We will not be required to (i) issue, register the transfer of or exchange
trust debt  securities  during a period  beginning at the opening of business 15
days before any selection of trust debt securities of that series to be redeemed
and ending at the close of business on the day of mailing of the relevant notice
of  redemption;  (ii)  register  the  transfer  of or  exchange  any trust  debt
security,  or portion  thereof,  called for  redemption,  except the  unredeemed
portion of any trust debt  security  being  redeemed  in part;  or (iii)  issue,
register  the  transfer of or exchange  any trust debt  security  which has been
surrendered  for repayment at the option of the holder,  except the portion,  if
any, of such trust debt security not to be so repaid.

Payment and Paying Agents

      Unless otherwise provided in the prospectus  supplement,  premium, if any,
and interest,  if any, and Additional  Amounts, if any, on trust debt securities
will be payable at any office or agency to be  maintained  by us in  Morristown,
New  Jersey  and The  City of New  York,  except  that  at our  option  interest
(including  additional  amounts,  if any) may be paid (i) by check mailed to the
address  of the person  entitled  thereto as such  address  shall  appear in the
Security  Register  or (ii) by wire  transfer  to an account  maintained  by the
person entitled thereto as specified in the Security Register.  Unless otherwise
provided in the prospectus  supplement,  payment of any  installment of interest
due on any interest  payment date for trust debt  securities will be made to the
Person in whose name such  trust debt  security  is  registered  at the close of
business on the regular record date for such interest.

      We may from time to time designate additional offices or agencies, approve
a change in the location of any office or agency and,  except as provided above,
rescind the designation of any office or agency.

Certain Additional Covenants

      We will  covenant that we may not declare or pay any  distribution  on, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
our capital stock (1) during an Extension Period,  (2) if there has occurred and
is  continuing  any event that is, or, with the giving of notice or the lapse of
time or both  would  constitute,  an Event  of  Default  under  the  Trust  Debt
Indenture or (3) if we are in default under the preferred securities guarantee.

      Any waiver of any Event of Default will require the approval of at least a
majority of the  aggregate  principal  amount of the trust debt  securities of a
particular  series or, if such trust debt securities of a particular  series are
held by the  Trust,  the  approval  of the  holders  of at least a  majority  in
aggregate  liquidation  amount of the preferred  trust  securities of the Trust;
provided,  however,  that an Event of Default  resulting from the failure to pay
the principal of,  premium,  if any, or interest on, such trust debt  securities
may not be waived.


                                       21
<PAGE>

Modification of the Trust Debt Indenture

      From time to time, we and the Trustee, without notice to or the consent of
any holders of trust debt  securities,  may amend or  supplement  the Trust Debt
Indenture for any of the following purposes:

      (i)   to cure any ambiguity, defect or inconsistency;

      (ii)  to comply with the provisions of the Trust Debt Indenture  regarding
            consolidation,  merger or sale, conveyance, transfer or lease of our
            properties as an entirety or substantially as an entirety;

      (iii) to provide for uncertificated  trust  debt securities in addition to
            or in place of certificated trust debt securities;

      (iv)  to make any other  change that does not in our  reasonable  judgment
            adversely  affect  the  rights  of  any  holder  of the  trust  debt
            securities; or

      (v)   to  set  forth  the  terms  and  conditions,   which  shall  not  be
            inconsistent with the Trust Debt Indenture, of any additional series
            of trust debt  securities  and the form of trust debt  securities of
            such series.

      In addition, we and the Trustee may modify the Trust Debt Indenture or any
supplemental indenture or waive our future compliance with the provisions of the
Trust Debt Indenture,  with the consent of the holders of at least a majority of
the  aggregate  principal  amount of the trust debt  securities  of each  series
affected  thereby,  provided that no such  modification,  without the consent of
each holder of such trust debt securities, may:

      (i)   reduce the  principal  amount of, or  interest  on,  such trust debt
            securities or change the manner of calculation thereof;

      (ii)  reduce the principal amount of outstanding  trust debt securities of
            any series the holders of which must  consent to an amendment of the
            Trust Debt Indenture or a waiver;

      (iii) change the stated maturity of the principal of, or interest on, such
            trust debt securities;

      (iv)  change  the  redemption  provisions  applicable  to such  trust debt
            securities adversely to the holders thereof;

      (v)   impair  the  right  to  institute  suit for the  enforcement  of any
            payment with respect to such trust debt securities;

      (vi)  change the  currency in which  payments  with  respect to such trust
            debt securities are to be made; or

      (vii) change  the  ranking  provisions   applicable  to  such  trust  debt
            securities adversely to the holders thereof;

provided  that  if  such  trust  debt  securities  are  held  by the  Trust,  no
modification  shall be made that adversely  affects the holders of the preferred
trust  securities  of the  Trust,  and no waiver of any  Event of  Default  with
respect to such trust debt  securities or compliance with any covenant under the
Trust  Debt  Indenture  shall be  effective,  without  the prior  consent of the
holders  of at least a  majority  of the  aggregate  liquidation  amount  of the
preferred  trust  securities  of the Trust or the holder of each such  preferred
trust security, as applicable.

Events of Default

      The following are Events of Default  under the Trust Debt  Indenture  with
respect to any series of debt securities issued thereunder:

      (i)   default  for 30 days in  payment of any  interest  on any trust debt
            securities of that series (other than the payment of interest during
            an Extension Period);

      (ii)  default in payment of principal of or premium,  if any, on any trust
            debt  securities  of that  series  when  the  same  becomes  due and
            payable;

      (iii) default  for 60 days  after  receipt by us of a Notice of Default in
            the  performance  of or failure to comply with any other covenant or
            agreement  for such series of trust debt  securities or in the Trust
            Debt Indenture or any supplemental indenture under which such series
            of trust debt securities may have been issued; or

      (iv)  certain events of bankruptcy, insolvency or reorganization affecting
            us.


                                       22
<PAGE>

      In case an Event of Default has occurred and is continuing, other than one
relating to bankruptcy,  insolvency or reorganization affecting us in which case
the  principal of,  premium,  if any, and any interest on, all of the trust debt
securities shall become immediately due and payable,  the Trustee or the holders
of at least 25% in aggregate  principal  amount of the trust debt  securities of
that series may declare the principal,  together with interest  accrued thereon,
of all the trust debt securities of that series to be due and payable; provided,
however, that if an Event of Default has occurred and is continuing with respect
to such trust debt  securities and the Trustee or the holders of at least 25% in
aggregate  principal  amount of such  series of trust  debt  securities  fail to
declare the principal of such series of trust debt  securities to be immediately
due and payable,  then, if such trust debt securities are held by the Trust, the
holders of at least 25% in aggregate  liquidation  amount of the preferred trust
securities  shall have such right by written  notice to us and the Trustee.  The
holders of at least a majority in aggregate  principal  amount of such series of
trust debt  securities,  by notice to the Trustee,  may rescind an acceleration,
provided that if the principal of such trust debt  securities  has been declared
due and payable by the holders of the preferred trust securities,  no rescission
of such  acceleration will be effective unless consented to by the holders of at
least  a  majority  in  aggregate  liquidation  amount  of the  preferred  trust
securities. We will be required to furnish to the Trustee an annual statement as
to our  compliance  with all  conditions  and  covenants  under the  Trust  Debt
Indenture and the trust debt securities and as to any Event of Default.

Consolidation, Merger, Sale or Conveyance

      We may not  consolidate  with or merge  with or into any  other  person or
sell,  convey,  transfer  or lease our  properties  and assets as an entirety or
substantially  as an  entirety to any person,  unless (1) the  successor  person
shall be organized and existing under the laws of the United States or any state
thereof or the District of Columbia and shall expressly assume by a supplemental
indenture all of our  obligations  under the trust debt securities and the Trust
Debt Indenture;  (2)  immediately  after giving effect to such  transaction,  no
Event of Default, and no event which after notice or lapse of time or both would
become an Event of Default,  has  occurred  and is  continuing;  and (3) certain
other conditions prescribed in the Trust Debt Indenture are met.

Defeasance and Discharge

      Under the terms of the Trust Debt  Indenture,  we will be discharged  from
any and all  obligations  in respect of the trust debt  securities of any series
if, among other  conditions,  we deposit with the  Trustee,  in trust,  (1) cash
and/or (2) United States  Government  Obligations  (as defined in the Trust Debt
Indenture),  which through the payment of interest thereon and principal thereof
in accordance with their terms will provide cash in an amount  sufficient to pay
all the  principal  of,  premium,  if any,  and  interest  on, the  trust   debt
securities of such series on the dates such payments are due in accordance  with
the terms of such trust debt securities.

Information Concerning the Trustee

      Subject to the  provisions  of the Trust Debt  Indenture  relating  to its
duties, the Trustee will be under no obligation to exercise any of its rights or
powers under the Trust Debt Indenture at the request,  order or direction of the
holders of any series of trust debt  securities  or the holders of the preferred
trust  securities,  unless  such  holders  shall  have  offered  to the  Trustee
reasonable   security   and   indemnity.   Subject   to   such   provision   for
indemnification,  the  holders of at least a  majority  in  aggregate  principal
amount of any  series of trust debt  securities  affected  or the  holders of at
least  a  majority  in  aggregate  liquidation  amount  of the  preferred  trust
securities (with each such series voting as a class),  as applicable,  will have
the right to direct the time,  method and place of conducting any proceeding for
any remedy  available  to the Trustee  with respect to such series of trust debt
securities or exercising any trust or power conferred on the Trustee.

      The Trust Debt  Indenture  will  contain  limitations  on the right of the
Trustee,  as our creditor,  to obtain payment of claims in certain cases,  or to
realize on certain property received in respect of any such claim as security or
otherwise. In addition, the Trustee may be deemed to have a conflicting interest
and may be  required  to resign as Trustee if at the time of an Event of Default
(1) it is our creditor or (2) there is a default under the indenture(s) referred
to below.

      Wachovia Bank,  National  Association  will be the Trustee under our Trust
Debt  Indenture and also is the trustee under the Senior  Indenture  dated as of
November  1, 1998 with  respect to our senior debt  securities,  will be trustee
under  the  Subordinated   Indenture  with  respect  to  our  subordinated  debt
securities and is trustee under


                                       23
<PAGE>

various   indentures   relating  to  our   subsidiaries   and  affiliates.   Our
subsidiaries, our affiliates and we maintain other normal banking relationships,
including credit  facilities and lines of credit,  with Wachovia Bank,  National
Association.

Governing Law

      The Trust Debt Indenture and the trust debt securities will be governed by
and construed in accordance with the laws of the State of New Jersey.

                  DESCRIPTION OF THE PREFERRED TRUST SECURITIES

      The Trust may issue preferred trust securities and common trust securities
under the trust  agreement,  which we refer to in this  prospectus as the "trust
securities."  These  trust  securities  will  represent   undivided   beneficial
interests in the assets of the Trust. Selected provisions of the trust agreement
are summarized below. This summary is not complete.  The form of trust agreement
was filed with the SEC and you should read the trust  agreement  for  provisions
that may be  important  to you.  The trust  agreement  has been  qualified as an
indenture  under the TIA. You should also refer to the TIA for  provisions  that
apply to the preferred trust securities.  Wherever  particular  defined terms of
the trust  agreement are referred to, such defined terms are  incorporated  into
this prospectus by reference.

General

      The trust  agreement  authorizes  the Trust to issue the  preferred  trust
securities and the common trust  securities.  The preferred trust securities and
the common trust  securities  represent  undivided  beneficial  interests in the
assets of the Trust. We will own all of the issued and outstanding  common trust
securities of the Trust, with an aggregate  liquidation amount equal to at least
3% of the total capital of the Trust.  When the Trust issues its preferred trust
securities, holders of the preferred trust securities will own all of the issued
and  outstanding  preferred trust  securities of the Trust.  The preferred trust
securities will be  substantially  identical to the common trust  securities and
will rank equally with the common trust  securities,  except as described  under
"--Subordination  of Common Trust Securities." The proceeds from the sale of the
preferred trust  securities and the common trust  securities will be used by the
Trust to purchase our trust debt  securities  which will be held in trust by the
property trustee for the benefit of the holders of the trust securities. We will
execute a Guarantee  Agreement for the benefit of the holders of preferred trust
securities  (the  "Guarantee")  which will be subordinate and junior in right of
payment to all of our general  liabilities.  Pursuant to the Guarantee,  we will
agree  to  make  payments  of  Distributions   and  payments  on  redemption  or
liquidation  with respect to the  preferred  trust  securities,  but only to the
extent the Trust holds funds available  therefor and has not made such payments.
See "Description of the Preferred Securities Guarantee."

      It is anticipated  that the assets of the Trust available for distribution
to the holders of the  preferred  trust  securities  will be limited to payments
from us under the trust  debt  securities  in which the Trust  will  invest  the
proceeds from the issuance and sale of its trust securities. See "Description of
the  Trust  Debt  Securities."  If we fail to make a payment  on the trust  debt
securities,  the Trust will not have sufficient funds to make related  payments,
including Distributions, on the preferred trust securities.

      A prospectus  supplement  relating to the preferred trust  securities will
include specific terms of those securities and of the trust debt securities. For
a description of some specific  terms that will affect both the preferred  trust
securities  and the trust  debt  securities  and your  rights  under  each,  see
"Description of the Trust Debt Securities" above.

Distributions

      The only income of the Trust available for  distribution to the holders of
preferred trust securities will be payments on the trust debt securities.  If we
fail to make interest payments on the trust debt securities,  the Trust will not
have funds available to pay  distributions  on preferred trust  securities.  The
payment of  distributions,  if and to the extent the Trust has sufficient  funds
available  for  the  payment  of  such  distributions,  is  guaranteed  by us as
described herein.


                                       24
<PAGE>

      Distributions  on the preferred trust securities will be payable at a rate
specified  (or at a rate  whose  method of  determination  is  described)  in an
accompanying   prospectus   supplement.   Unless  otherwise  specified  in  such
prospectus  supplement,  the amount of Distributions payable for any period will
be computed on the basis of a 360-day year of twelve 30-day months.

      Unless otherwise specified in such prospectus supplement, Distributions on
the preferred trust securities will be cumulative and will accumulate whether or
not there are funds of the Trust available for payment of distributions from the
date of original  issuance and will be payable in arrears on the dates specified
in the accompanying  prospectus  supplement except as otherwise described below.
Unless otherwise specified in such prospectus supplement,  in the event that any
date on  which  Distributions  are  otherwise  payable  on the  preferred  trust
securities  is  not  a  Business  Day  (as  defined  below),   payment  of  such
Distributions  will be made on the next  succeeding  day that is a Business  Day
(and without any interest or other payment in respect to any such delay), except
that if such Business Day is in the next  succeeding  calendar year,  payment of
such Distributions  shall be made on the immediately  preceding Business Day, in
each case with the same  force and  effect as if made on such date (each date on
which  Distributions are payable in accordance with the foregoing is referred to
herein as a "Distribution  Date"). Unless otherwise specified in such prospectus
supplement, a "Business Day" shall mean any day other than a Saturday, Sunday or
a day on which banking  institutions in The City of New York or the State of New
Jersey are required by law or executive order to remain closed.

      Distributions  on the preferred  trust  securities  will be payable to the
holders  thereof as they appear on the  securities  register of the Trust on the
relevant record date, which, as long as the preferred trust securities remain in
book-entry-only   form,   will  be  one  Business  Day  prior  to  the  relevant
Distribution  Date.  Subject  to any  applicable  laws and  regulations  and the
provisions of the Trust  Agreement,  each such payment will be made as described
under  "Description of the Senior and Subordinated Debt Securities -- Book-Entry
Debt  Securities." In the event that any preferred  trust  securities are not in
book-entry-only  form,  the  relevant  record  date  for  such  preferred  trust
securities will be specified in the applicable prospectus supplement.

      So long as no Event of Default has occurred and is continuing with respect
to the trust debt  securities,  we will have the right at any time and from time
to time to defer  payments of interest by extending the interest  payment period
on the trust debt  securities  for up to the  maximum  period  specified  in the
accompanying prospectus supplement (each, an "Extension Period"),  provided that
any such Extension Period shall not extend beyond the maturity or any redemption
date of the  trust  debt  securities.  As a  consequence,  Distributions  on the
preferred trust  securities would be deferred by the Trust during such Extension
Period,  but the amount of Distributions to which holders of the preferred trust
securities  would be entitled  will  continue to  accumulate  at the annual rate
applicable to  Distributions  thereon,  compounded  with the same frequency with
which Distributions are payable. During any Extension Period, we may not declare
or pay any distribution on, or redeem, purchase,  acquire, or make a liquidation
payment  with  respect  to, any of our stock.  Prior to the  termination  of any
Extension  Period,  we may shorten or further extend the interest payment period
on the trust debt securities, provided that such Extension Period, together with
all such  previous and further  extensions  thereof,  may not exceed the maximum
Extension  Period or extend  beyond the maturity or any  redemption  date of the
trust debt  securities.  Upon the  termination  of any Extension  Period and the
payment of all amounts then due, we may elect to begin a new  Extension  Period,
subject to the above requirements. See "Description of the Trust Debt Securities
-- Option to Extend Interest Payment Period."

Redemption

      Upon  the  payment  of the  trust  debt  securities  at  maturity  or upon
redemption,  the  proceeds  from such  payment  will be applied by the  property
trustee to redeem a like amount of the trust  securities  at a redemption  price
(the  "Redemption  Price")  equal  to  the  liquidation  amount  of  such  trust
securities plus all accumulated and unpaid  Distributions to the redemption date
(the "Redemption  Date").  The redemption terms of the trust debt securities and
the  trust  securities  will  be  set  forth  in  the  accompanying   prospectus
supplement.

      If less than all the trust  securities  are to be redeemed on a Redemption
Date, then the aggregate amount of such trust securities to be redeemed shall be
selected by the property  trustee  among such  preferred  trust  securities  and
common trust securities pro rata based on the respective  aggregate  liquidation
amounts of such preferred trust securities and common trust securities,  subject
to the provisions of "-- Subordination of Common Trust Securities."


                                       25
<PAGE>

Redemption Procedures

      Notice of any redemption of trust securities will be given by the property
trustee to the holders of such trust  securities to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date. If a notice of redemption is
given  with  respect to any trust  securities,  then,  to the  extent  funds are
available therefor, the Trust will irrevocably deposit with the paying agent for
such trust securities  funds  sufficient to pay the applicable  Redemption Price
for the trust  securities  being redeemed on the  Redemption  Date and will give
such paying agent  irrevocable  instructions and authority to pay the Redemption
Price  to  the  holders  of  such  trust  securities  upon  surrender   thereof.
Notwithstanding  the  foregoing,  Distributions  payable  on  or  prior  to  the
Redemption Date for any trust securities  called for redemption shall be payable
to the  holders  of such  trust  securities  as they  appear  on the  securities
register for the trust  securities on the relevant  record dates for the related
Distribution Dates.

      If notice  of  redemption  shall  have  been  given and funds  irrevocably
deposited as  required,  then upon the date of such  deposit,  all rights of the
holders of such trust securities so called for redemption will cease, except the
right of the holders of such trust  securities to receive the Redemption  Price,
but  without  interest  thereon,  and such  trust  securities  will  cease to be
outstanding. In the event that any Redemption Date for trust securities is not a
Business Day, then the Redemption  Price will be payable on the next  succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay),  except that if such Business Day is in the next  succeeding
calendar year, the Redemption Price will be payable on the immediately preceding
Business  Day,  in each case with the same  force and  effect as if made on such
date. In the event that payment of the Redemption  Price in respect of any trust
securities called for redemption is improperly  withheld or refused and not paid
either by the Trust  thereof or by us pursuant  to the  Guarantee  as  described
under "Description of the Preferred Securities Guarantee," Distributions on such
trust  securities  will continue to accumulate at the then  applicable rate from
the original  Redemption  Date to the date of payment,  in which case the actual
payment date will be considered the Redemption  Date for purposes of calculating
the Redemption Price.

      Subject to applicable law, including United States federal securities law,
we or our affiliates may at any time and from time to time purchase  outstanding
preferred  trust  securities  by  tender,  in  the  open  market  or by  private
agreement.

      If preferred trust securities are partially redeemed on a redemption date,
a corresponding  percentage of the common trust securities will be redeemed. The
particular  preferred  trust  securities  to be redeemed will be selected by the
property  trustee by such  method as the  property  trustee  shall deem fair and
appropriate.  The property  trustee will  promptly  notify the  preferred  trust
security  registrar in writing of the preferred  trust  securities  selected for
redemption and, where applicable, the partial amount to be redeemed.

Subordination of Common Trust Securities

      Payment of Distributions on, the Liquidation  Distribution  applicable to,
and the Redemption Price of, the trust securities, as applicable,  shall be made
pro rata based on the  respective  aggregate  liquidation  amounts of such trust
securities;  provided,  however, that if an Event of Default has occurred and is
continuing  with  respect  to the  trust  debt  securities,  no  payment  of any
Distribution on, the Liquidation Distribution applicable to, or Redemption Price
of, any of the common trust  securities,  and no other payment on account of the
liquidation  of such common trust  securities,  shall be made unless  payment in
full in cash of all  accumulated  and unpaid  Distributions  on all  outstanding
preferred trust securities for all Distribution  periods terminating on or prior
thereto, or in the case of a dissolution or redemption,  the full amount of such
Redemption Price or Liquidation  Distribution on all outstanding preferred trust
securities  shall have been made or provided for, and all funds available to the
property  trustee  shall  first be applied to the payment in full in cash of all
Distributions on,  Liquidation  Distribution  applicable to, or Redemption Price
of, all outstanding preferred trust securities then due and payable.

      If an Event of Default has occurred and is continuing  with respect to the
trust debt securities,  the holder of the common trust securities will be deemed
to have waived any right to act with respect to such Event of Default  until the
effect of such Event of Default has been cured,  waived or otherwise  eliminated
with respect to the preferred trust securities.  Until any such Event of Default
has been so cured,  waived or otherwise  eliminated,  the property trustee shall
act solely on behalf of the holders of the preferred trust securities and not on
behalf of us, as holder of the common trust securities,  and only the holders of
the  preferred  trust  securities  will have the right to  direct  the  property
trustee to act on their behalf.


                                       26
<PAGE>

Liquidation Distribution upon Dissolution

      Pursuant  to its Trust  Agreement,  the Trust  shall be  dissolved  on the
earliest to occur of:

      (1)   the expiration of the term of the Trust;

      (2)   our bankruptcy, dissolution or liquidation or an acceleration of the
            maturity of the trust debt securities held by the Trust;

      (3)   upon our election to dissolve the Trust and, after  satisfaction  of
            liabilities to creditors of the Trust, the distribution of the trust
            debt securities to the holders of the trust securities;

      (4)   the redemption of all the trust securities; and

      (5)   an order for the dissolution of the Trust shall have been entered by
            a court of competent jurisdiction.

      Our election  pursuant to clause (3) above shall be made by giving written
notice to the trustees  not less than 30 days prior to the date of  distribution
of the trust debt  securities  and shall be accompanied by an opinion of counsel
that  such  event  will not be a  taxable  event  to the  holders  of the  trust
securities for federal income tax purposes.

      If a dissolution event occurs as described in clause (1), (2) or (5) above
with  respect  to  the  Trust,  it  shall  be  liquidated  by  the  trustees  as
expeditiously as the trustees  determine to be possible by  distributing,  after
satisfaction  of liabilities to creditors of the Trust as provided by applicable
law,  to the  holders of its trust  securities  a like  amount of the trust debt
securities,  unless such  distribution is determined by the property trustee not
to be practical,  in which event such holders will be entitled to receive out of
the Trust's assets available for distribution to holders,  after satisfaction of
liabilities to its creditors as provided by applicable  law, an amount equal to,
in the case of holders of trust securities, the aggregate liquidation amount per
trust  security  specified  in  the  accompanying   prospectus  supplement  plus
accumulated  and  unpaid  Distributions  thereon  to the date of  payment  (such
amount, the "Liquidation  Distribution").  If the Liquidation  Distribution with
respect to the preferred  trust  securities can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution,  then the  amounts  payable  by the Trust on the  preferred  trust
securities  shall be paid on a pro rata basis.  The holders of the common  trust
securities  will be entitled to receive the  Liquidation  Distribution  upon any
such liquidation pro rata with the holders of preferred trust securities, except
that if an Event of Default has occurred and is continuing,  the preferred trust
securities  shall have a priority over the common trust  securities with respect
to payment of such Liquidation Distribution.

Trust Agreement Event of Default; Notice

      An Event of  Default  with  respect  to the trust  debt  securities  shall
constitute a "Trust  Agreement  Event of Default"  with respect to the preferred
trust securities issued by the Trust under its Trust Agreement.

      Within  90 days  after the  occurrence  of any  Trust  Agreement  Event of
Default  actually  known to the property  trustee,  the property  trustee  shall
transmit  notice of such Trust  Agreement Event of Default to the holders of the
trust securities, the administrative trustee and us, unless such Trust Agreement
Event of Default  shall have been  cured or  waived.  We and the  administrative
trustee are required to file annually with the property trustee a certificate as
to whether or not we are in  compliance  with all the  conditions  and covenants
applicable to us under the Trust Agreement.

      Under the Trust  Agreement,  if the property trustee has failed to enforce
its rights under the Trust  Agreement or the Trust Debt Indenture to the fullest
extent  permitted by law and subject to the terms of the Trust Agreement and the
Trust Debt Indenture, any holder of the preferred trust securities may institute
a legal proceeding  directly to enforce the property  trustee's rights under the
Trust  Agreement  or the  Trust  Debt  Indenture  with  respect  to  trust  debt
securities  having  an  aggregate   principal  amount  equal  to  the  aggregate
liquidation  amount of the preferred  trust  securities  of such holder  without
first  instituting a legal proceeding  against the property trustee or any other
person. To the extent that any action under the Trust Debt Indenture is entitled
to be taken by the holders of at least a specified  percentage  of the principal
amount of the trust debt securities, holders of such specified percentage of the
preferred  trust  securities may take such action if such action is not taken by
the property trustee.


                                       27
<PAGE>

Notwithstanding   the  foregoing,   if  a  Trust   Agreement  Event  of  Default
attributable to our failure to pay principal of or premium,  if any, or interest
on the trust debt securities has occurred and is continuing, then each holder of
preferred trust securities may institute a legal proceeding  directly against us
for  enforcement  of any such  payment to such  holder,  all as  provided in the
Indenture.

      If an Event of Default has  occurred and is  continuing  with respect to a
series of trust debt  securities,  the preferred trust  securities  shall have a
preference  over the common  trust  securities  with  respect to the  payment of
Distributions  and amounts  payable on redemption  and  liquidation as described
above. See "-- Liquidation  Distribution upon Dissolution" and "-- Subordination
of Common Trust Securities."

Removal of Trustees

      Unless a Trust  Agreement Event of Default has occurred and is continuing,
we, as the holder of the common trust  securities,  may remove any trustee under
the trust  agreement  at any time.  If a Trust  Agreement  Event of Default  has
occurred and is continuing,  the holders of a majority of the total  liquidation
amount of the  outstanding  preferred  trust  securities may remove the property
trustee  or the  Delaware  trustee,  or both of them.  We, as the  holder of the
common trust securities,  may remove the administrative trustee at any time. Any
resignation  or removal of a trustee under the trust  agreement will take effect
only on the acceptance of appointment by the successor trustee.

      Holders of  preferred  trust  securities  will have no right to appoint or
remove the administrative trustee of the Trust, who may be appointed, removed or
replaced solely by us as the holder of the common trust securities.

Co-Trustees and Separate Property Trustee

      Unless a Trust  Agreement Event of Default has occurred and is continuing,
at any  time and from  time to  time,  for the  purpose  of  meeting  the  legal
requirements  of the TIA or of any  jurisdiction  in which any part of the Trust
Property (as defined in the Trust  Agreement)  may at such time be located,  the
holder of the common trust securities and the administrative  trustee shall have
the power (1) to appoint one or more persons  approved by the  property  trustee
either to act as co-trustee,  jointly with the property  trustee,  of all or any
part of such Trust  Property,  or to act as  separate  trustee of any such Trust
Property,  in either case with such powers as may be provided in the  instrument
of  appointment,  and (2) to vest in such person or persons in such capacity any
property,  title,  right or power deemed necessary or desirable,  subject to the
provisions of the Trust  Agreement.  If a Trust  Agreement  Event of Default has
occurred and is continuing,  only the property  trustee shall have power to make
such appointment.

Merger or Consolidation of Trustees

      Any  corporation  or other  entity into which any trustee may be merged or
converted  or with which it may be  consolidated,  or any  corporation  or other
entity  resulting  from any merger,  conversion  or  consolidation  to which any
trustee shall be a party, or any  corporation or other entity  succeeding to all
or substantially  all the corporate trust business of any trustee,  shall be the
successor of such trustee under the applicable  Trust  Agreement,  provided such
corporation or other entity shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of the Trust

      The Trust  may not  merge  with or into,  consolidate,  amalgamate,  or be
replaced  by, or  convey,  transfer  or lease its  properties  and  assets as an
entirety or  substantially  as an entirety to any  corporation  or other entity,
except as described below or in "-- Liquidation  Distribution upon Dissolution."
The Trust may, at our request,  with the consent of the  administrative  trustee
and without the  consent of the holders of the trust  securities,  merge with or
into, consolidate, amalgamate, or be replaced by a trust organized as such under
the laws of any state, provided that

      (1)   such  successor  entity  either  (a)  expressly  assumes  all of the
            obligations of the Trust with respect to the trust securities or (b)
            substitutes for such trust securities other securities substantially
            similar to the trust securities (the "Successor Securities") so long
            as the Successor  Securities  rank the same as the trust  securities
            rank with respect to the payment of Distributions  and payments upon
            redemption, liquidation and otherwise;


                                       28
<PAGE>

      (2)   We expressly  appoint a trustee of such successor entity  possessing
            the same powers and duties as the  property  trustee with respect to
            the trust debt securities;

      (3)   the Successor  Securities  are listed,  or any Successor  Securities
            will be  listed  upon  notification  of  issuance,  on any  national
            securities  exchange  or  other  organization  on  which  the  trust
            securities are then listed;

      (4)   such merger, consolidation,  amalgamation,  replacement, conveyance,
            transfer  or lease  does not cause the  rating  of  preferred  trust
            securities  (including  any Successor  Securities) to be downgraded,
            placed under  surveillance  or review or withdrawn by any nationally
            recognized statistical rating organization;

      (5)   such merger, consolidation,  amalgamation,  replacement, conveyance,
            transfer or lease does not adversely affect the rights,  preferences
            and privileges of the holders of the trust securities (including any
            Successor Securities) in any material respect;

      (6)   such successor entity has a purpose substantially similar to that of
            the Trust;

      (7)   prior  to such  merger,  consolidation,  amalgamation,  replacement,
            conveyance,  transfer or lease,  we and the  property  trustee  have
            received  an opinion of counsel to the Trust to the effect  that (a)
            such merger, consolidation,  amalgamation,  replacement, conveyance,
            transfer or lease does not adversely affect the rights,  preferences
            and privileges of the holders of the trust securities (including any
            Successor  Securities)  in any material  respect,  and (b) following
            such merger, consolidation,  amalgamation,  replacement, conveyance,
            transfer or lease neither the Trust nor such  successor  entity will
            be  required  to  register  as  an  investment   company  under  the
            Investment Company Act of 1940, as amended (the "Investment  Company
            Act") and the Trust (or the  successor  entity) will  continue to be
            classified as a grantor trust for United States  federal  income tax
            purposes; and

      (8)   We or any  permitted  successor  assignee  own  all  of  the  common
            securities of such successor  entity and guarantees the  obligations
            of such successor entity under the Successor  Securities at least to
            the extent provided by the related Guarantee and Trust Agreement.

      Notwithstanding  the  foregoing,  the Trust  shall  not,  except  with the
consent of all holders of the trust securities,  consolidate,  amalgamate, merge
with or into, or be replaced by, any other entity, or permit any other entity to
consolidate,   amalgamate,   merge   with  or  into,   or  replace  it  if  such
consolidation,  amalgamation, merger or replacement would cause the Trust or the
successor  entity not to be classified as a grantor trust for federal income tax
purposes.

Voting Rights; Amendment of Trust Agreement

      Except  as  provided   below  and  under  "--   Mergers,   Consolidations,
Amalgamations  or Replacements  of the Trust" and  "Description of the Preferred
Securities  Guarantee -- Amendments and Assignment" and as otherwise required by
law and the Trust  Agreement,  the holders of the trust  securities will have no
voting rights.

      The  Trust  Agreement  may be  amended  from  time  to  time by us and the
trustees,  without the consent of the  holders of the trust  securities,  (1) to
cure any ambiguity, defect or inconsistency or (2) to make any other change that
does not adversely affect in any material respect the interests of any holder of
the preferred trust securities.

      The Trust  Agreement  may be amended by us and the  trustees  in any other
respect,  with the consent of the holders of a majority in aggregate liquidation
amount of the outstanding preferred trust securities, except to

      (1)   change the amount,  timing or currency or otherwise adversely affect
            the   method  of  payment  of  any   Distribution   or   Liquidation
            Distribution,

      (2)   restrict  the  right  of  a  holder  of  any  such  preferred  trust
            securities to institute suit for  enforcement  of any  Distribution,
            Redemption Price or Liquidation Distribution,

      (3)   change the purpose of the Trust,


                                       29
<PAGE>

      (4)   authorize the issuance of any additional beneficial interests in the
            Trust,

      (5)   change the redemption provisions,

      (6)   change the  conditions  precedent  for us to elect to  dissolve  the
            Trust and distribute the trust debt securities to the holders of the
            preferred trust securities or

      (7)   affect the limited  liability of any holder of the  preferred  trust
            securities,  which amendment  requires the consent of each holder of
            the preferred trust securities affected thereby.

      Notwithstanding the foregoing, no amendment may be made without receipt by
the Trust of an opinion of counsel to the effect  that such  amendment  will not
affect the Trust's  status as a grantor trust for federal income tax purposes or
its exemption  from  regulation as an  investment  company under the  Investment
Company Act.

      The Trustees shall not

      (1)   direct the time,  method and place of conducting  any proceeding for
            any remedy  available to the trustee under the Trust Debt  Indenture
            or  executing  any trust or power  conferred  on such  trustee  with
            respect to the trust debt securities,

      (2)   waive any past default under the Trust Debt Indenture,

      (3)   exercise  any  right to  rescind  or annul  an  acceleration  of the
            principal of the trust debt securities or

      (4)   consent  to  any  amendment  or   modification  of  the  Trust  Debt
            Indenture, where such consent shall be required,

without,  in each case,  obtaining  the  consent of the holders of a majority in
aggregate  liquidation  amount of all outstanding  preferred  trust  securities;
provided,  however,  that where a consent under the Trust Debt  Indenture  would
require the consent of each holder of trust debt securities affected thereby, no
such consent shall be given by the property trustee without the prior consent of
each holder of the preferred trust securities. The trustees shall not revoke any
action  previously  authorized  or  approved  by a vote of the  holders  of such
preferred trust securities except by subsequent vote of the holders thereof. The
property  trustee shall notify all holders of preferred trust  securities of any
notice  received from the trustee under the Trust Debt  Indenture as a result of
the Issuer thereof being the holder of the trust debt securities. In addition to
obtaining the consent of the holders of the preferred trust  securities prior to
taking any of the  foregoing  actions,  the trustees  shall obtain an opinion of
counsel to the effect that the Trust will not be  classified  as an  association
taxable as a  corporation  or a partnership  for federal  income tax purposes on
account of such action and will continue to be classified as a grantor trust for
federal income tax purposes.

      Any required consent of holders of preferred trust securities may be given
at a meeting of holders of such  preferred  trust  securities  convened for such
purpose or pursuant  to written  consent  without a meeting  and  without  prior
notice. The property trustee will cause a notice of any meeting at which holders
of preferred  trust  securities are entitled to vote, to be given to each holder
of record of such  preferred  trust  securities  in the  manner set forth in the
Trust Agreement.

      Notwithstanding that holders of preferred trust securities are entitled to
vote or consent under certain circumstances, any preferred trust securities that
are owned by us, the Trustees or any affiliate of ours or any Trustee shall, for
purposes of such vote or consent, be treated as if they were not outstanding.

Global Preferred Trust Securities

      Unless otherwise specified in the applicable  prospectus  supplement,  the
preferred trust securities will initially be issued in fully  registered  global
form  that  will be  deposited  with,  or on  behalf  of, a  depositary.  Global
preferred  trust  securities may be issued only in fully  registered form and in
either  temporary or permanent form.  Unless and until a global  preferred trust
security is exchanged  in whole or in part for the  individual  preferred  trust
securities  represented  thereby,  the depositary  holding the global  preferred
trust  security may transfer the global  preferred  trust  security  only to its
nominee  or  successor  depositary  or vice  versa  and only as a whole.  Unless


                                       30
<PAGE>

otherwise indicated in the applicable prospectus supplement,  the depositary for
the  global   preferred  trust   securities  will  be  DTC.  The  laws  of  some
jurisdictions  require that  certain  purchasers  of  securities  take  physical
delivery  of such  securities  in  certificated  form.  Such limits and laws may
impair the ability to transfer  beneficial  interests in global  preferred trust
securities.  See "Description of the Senior and Subordinated  Debt Securities --
Book-Entry Debt Securities" for a description of DTC and its procedures.

Information Concerning the Property Trustee

      The property  trustee is the sole trustee  under the trust  agreement  for
purposes  of the TIA and shall  have and be  subject  to all of the  duties  and
responsibilities  specified with respect to an indenture  trustee under the TIA.
The property  trustee,  other than during the  occurrence  and  continuance of a
trust agreement Event of Default,  undertakes to perform only such duties as are
specifically  set forth in the trust agreement and, upon a Trust Agreement Event
of Default,  must use the same degree of care and skill in the exercise  thereof
as a prudent  person  would  exercise  or use in the  conduct  of his or her own
affairs.  Subject to this provision, the property trustee is under no obligation
to exercise any of the powers vested in it by the trust agreement at the request
of any holder of  preferred  trust  securities  unless it is offered  reasonable
security or indemnity against the costs,  expenses and liabilities that might be
incurred  thereby.  If no Trust  Agreement  Event of Default has occurred and is
continuing,  and the property trustee is required to decide between  alternative
courses of action,  construe  ambiguous  provisions in the trust agreement or is
unsure of the  application  of any  provision  of the trust  agreement,  and the
matter is not one on which holders of preferred  trust  securities  are entitled
under the trust  agreement to vote,  then the property  trustee  shall take such
action as is directed by us and, if not so directed,  may take such action as it
deems advisable and in the best interests of the holders of the trust securities
and will  have no  liability  except  for its own  negligent  action,  negligent
failure to act or willful misconduct.

Books and Records

      The books and  records of the Trust will be  maintained  at the  principal
office of the Trust and will be open for  inspection by each holder of preferred
trust  securities or any authorized  representative  for any purpose  reasonably
related to the holder's interest in the Trust during normal business hours.

Payment of Preferred Trust Securities and Paying Agent

      Unless we indicate  differently  in a prospectus  supplement,  payments in
respect of the preferred trust securities will be made to the depositary,  which
will credit the relevant participants'  accounts on the applicable  distribution
dates or, if the preferred trust securities are not held by the depositary, such
payments will be made on the  applicable  distribution  dates by check mailed to
the  address  of the holder  entitled  thereto  as such  address  appears on the
preferred  trust  security  register  or in  immediately  available  funds  upon
redemption.  The paying agent shall  initially  be the property  trustee and any
co-paying   agent  chosen  by  the  property   trustee  and  acceptable  to  the
administrative trustee and us, which may be us. The paying agent may resign upon
30 days' written notice to the administrative  trustee, the property trustee and
us. In the event that the property  trustee shall no longer be the paying agent,
the  administrative  trustee shall  appoint a successor,  which shall be a bank,
trust company or affiliate of ours acceptable to the property  trustee and us to
act as paying agent.

Registrar and Transfer Agent

      The  property  trustee will act as  registrar  and transfer  agent for the
preferred  trust  securities.  Registration  of  transfers  of  preferred  trust
securities  will be made  without  charge by or on behalf of the Trust,  but the
Trust may require payment of any tax or other  governmental  charges that may be
imposed  in  connection  with  any  transfer  or  exchange  of  preferred  trust
securities.

Miscellaneous

      Holders of the preferred  trust  securities  have no preemptive or similar
rights.

Governing Law

      The trust  agreement,  the preferred trust securities and the common trust
securities  provide that they are to be governed by and  construed in accordance
with the laws of the State of Delaware.


                                       31
<PAGE>

                DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE

      Selected  provisions of the preferred  securities  guarantee  that we will
execute  and  deliver  for the  benefit of the  holders of the  preferred  trust
securities  are  summarized  below.  The  summary is not  complete.  The form of
preferred  securities  guarantee  was filed with the SEC and you should read the
preferred  securities guarantee for provisions that may be important to you. The
preferred  securities guarantee will be qualified as an indenture under the TIA.
You  should  refer  to the  TIA  for  provisions  that  apply  to the  preferred
securities  guarantee.  Whenever  particular  defined  terms  of  the  preferred
securities  guarantee are referred to, those defined terms are incorporated into
this prospectus by reference.

      Wachovia Bank, National  Association,  will act as guarantee trustee under
the  preferred  securities  guarantee.  The  guarantee  trustee  will  hold  the
preferred  securities  guarantee for the benefit of the holders of the preferred
trust securities.

General

      We will  irrevocably  agree, to the extent set forth in the Guarantee,  to
pay in full, to the holders of the  preferred  trust  securities,  the Guarantee
Payments (as defined below) (except to the extent  previously paid), as and when
due, regardless of any defense, right of set-off or counterclaim which the Trust
may have or assert. The following payments,  to the extent not paid by the Trust
(the "Guarantee Payments"), will be subject to the applicable Guarantee (without
duplication):

      (1)   any accumulated and unpaid Distributions  required to be paid on the
            preferred trust  securities,  to the extent that the Trust has funds
            available therefor,

      (2)   the  Redemption  Price  to the  extent  that  the  Trust  has  funds
            available therefor, and

      (3)   upon  a  voluntary  or   involuntary   termination,   winding-up  or
            liquidation  of the Trust  (unless  the trust  debt  securities  are
            redeemed or distributed to holders of the preferred trust securities
            in accordance with their terms),  the lesser of (a) the aggregate of
            the liquidation  amount  specified in the prospectus  supplement per
            preferred   trust   security   plus  all   accumulated   and  unpaid
            Distributions  on the  preferred  trust  securities  to the  date of
            payment,  to the extent the Trust has funds  available  therefor and
            (b) the  amount  of  assets of the  Trust  remaining  available  for
            distribution  to holders of the preferred  trust  securities  upon a
            dissolution and liquidation of the Trust.

      Our  obligation  to make a Guarantee  Payment may be  satisfied  by direct
payment by us of the  required  amounts to the  holders of the  preferred  trust
securities  or by causing the Trust to pay such amounts to such  holders.  While
our assets will not be available  pursuant to the  Guarantee  for the payment of
any Distribution,  Liquidation Distribution or Redemption Price on any preferred
trust  securities  if the  Trust  does  not have  funds  available  therefor  as
described above, we have agreed under the Trust Agreement to pay all expenses of
the Trust except its obligations  under its trust securities.  Accordingly,  the
Guarantee,  together with the backup undertakings  consisting of our obligations
under the  Trust  Agreement,  the  trust  debt  securities  and the  Trust  Debt
Indenture,  provide for our full, irrevocable and unconditional guarantee of the
preferred trust securities.

      No single  document  executed by us in connection with the issuance of the
preferred  trust   securities  will  provide  for  our  full,   irrevocable  and
unconditional  guarantee  of the  preferred  trust  securities.  It is only  the
combined operation of our obligations under the Guarantee,  the trust agreement,
the trust debt  securities  and the Trust Debt  Indenture that has the effect of
providing  a  full,  irrevocable  and  unconditional  guarantee  of the  Trust's
obligations  under the preferred trust securities.  See "Relationship  Among the
Preferred  Trust  Securities,  the  Trust  Debt  Securities  and  the  Preferred
Securities Guarantee."

Status of the Guarantee

      The  Guarantee  will  constitute  our unsecured  obligation  and will rank
subordinate  and junior in right of payment to all of our  general  liabilities.
The trust agreement  provides that each holder of preferred trust  securities by
acceptance thereof agrees to the subordination provisions and other terms of the
Guarantee.  The Guarantee will rank pari passu with all other Guarantees  issued
by us. The Guarantee will constitute a guarantee of payment and


                                       32
<PAGE>

not of collection  (i.e.,  the guaranteed party may institute a legal proceeding
directly  against us to enforce its rights  under the  Guarantee  without  first
instituting  a legal  proceeding  against  any  other  person  or  entity).  The
Guarantee will not be discharged except by payment of the Guarantee  Payments in
full to the extent not previously  paid or upon  distribution  to the holders of
the  preferred  trust  securities of the trust debt  securities  pursuant to the
trust agreement.

Amendments and Assignment

      Except  with  respect to any  changes  which do not  materially  adversely
affect the rights of holders of the preferred trust securities (in which case no
consent of the holders will be required), the Guarantee may only be amended with
the prior approval of the holders of a majority in aggregate  liquidation amount
of the preferred trust securities (excluding any preferred trust securities held
by us or an affiliate). The manner of obtaining any such approval will be as set
forth under  "Description  of the Preferred  Trust  Securities -- Voting Rights;
Amendment of Trust  Agreement." All agreements  contained in the Guarantee shall
bind our successors,  assigns, receivers, trustees and representatives and shall
inure to the benefit of the holders of the preferred trust securities.

Guarantee Events of Default

      An event of default  under a Guarantee  (a  "Guarantee  Event of Default")
will occur upon our failure to perform  any of our payment or other  obligations
thereunder,  provided  that except with respect to a Guarantee  Event of Default
resulting  from a failure to make any of the Guarantee  Payments,  we shall have
received  notice of such Guarantee  Event of Default from the guarantee  trustee
and shall not have cured such  Guarantee  Event of Default  within 60 days after
receipt of such  notice.  The  holders of a majority  in  aggregate  liquidation
amount  of  the  preferred  trust  securities  (excluding  any  preferred  trust
securities  held by us or an affiliate)  will have the right to direct the time,
method and place of conducting any  proceeding  for any remedy  available to the
guarantee  trustee in respect of such Guarantee or to direct the exercise of any
trust or power conferred upon the guarantee trustee under such Guarantee.

      Any  holder  of the  preferred  trust  securities  may  institute  a legal
proceeding  directly  against  us to  enforce  such  holder's  rights  under the
Guarantee  without first  instituting a legal proceeding  against the Trust, the
guarantee trustee or any other person or entity.

      We, as  guarantor,  will be required to file  annually  with the guarantee
trustee a  certificate  as to whether or not we are in  compliance  with all the
conditions and covenants applicable to us under the Guarantee.

Information Concerning the Guarantee Trustee

      The guarantee trustee, other than during the occurrence and continuance of
a Guarantee  Event of  Default,  undertakes  to perform  only such duties as are
specifically  set forth in the Guarantee and, upon a Guarantee Event of Default,
must exercise such of the rights and powers vested in it by the Guarantee and to
use the same  degree  of care and  skill in the  exercise  thereof  as a prudent
person would  exercise or use in the conduct of his or her own affairs.  Subject
to this provision,  the guarantee trustee is under no obligation to exercise any
of the  powers  vested in it by any  Guarantee  at the  request of any holder of
preferred trust securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.

Termination of the Guarantee

      The  Guarantee  will  terminate and be of no further force and effect upon
full  payment  of the  Redemption  Price  or  Liquidation  Distribution  for the
preferred trust securities or upon  distribution of the trust debt securities to
the holders of the preferred trust securities. The Guarantee will continue to be
effective or will be  reinstated,  as the case may be, if at any time any holder
of the preferred  trust  securities  must restore payment of any sums paid under
such preferred trust securities or such Guarantee.

Governing Law

      The preferred  securities  guarantee provides that it is to be governed by
and construed in accordance with the laws of the State of New Jersey.


                                       33
<PAGE>

          RELATIONSHIP AMONG THE PREFERRED TRUST SECURITIES, THE TRUST
             DEBT SECURITIES AND THE PREFERRED SECURITIES GUARANTEE

      Payments of Distributions  and redemption and liquidation  payments due on
the preferred trust  securities (to the extent the Trust has funds available for
such  payments)  will be  guaranteed  by us as and to the extent set forth under
"Description of the Preferred Securities Guarantee." No single document executed
by us in connection  with the issuance of the preferred  trust  securities  will
provide for our full,  irrevocable and unconditional  guarantee of the preferred
trust securities. It is only the combined operation of our obligations under the
Guarantee,  the trust  agreement,  the trust debt  securities and the Trust Debt
Indenture that has the effect of providing a full, irrevocable and unconditional
guarantee of the Trust's obligations under the preferred trust securities.

      A holder of any preferred trust security may institute a legal  proceeding
directly  against us to enforce the  property  trustee's  rights under the trust
agreement,  Trust Debt Indenture or Guarantee  without first instituting a legal
proceeding against the property trustee,  trustee under the Trust Debt Indenture
or  guarantee  trustee,  the Trust or any other  person or entity if the trustee
fails to enforce that particular holder's rights thereunder. Notwithstanding the
foregoing,  if a Trust Agreement Event of Default attributable to our failure to
pay  principal of or premium,  if any, or interest on the trust debt  securities
has occurred and is continuing,  then each holder of preferred trust  securities
of  the  series  may  institute  a  legal  proceeding  directly  against  us for
enforcement  of any such  payment to such  holder,  all as provided in the Trust
Debt Indenture.

      As long as we make payments of interest and other payments when due on the
trust debt securities,  such payments will be sufficient to cover the payment of
Distributions and redemption and Liquidation  Distributions due on the preferred
trust securities, primarily because

      (1)   the aggregate  principal amount of the trust debt securities will be
            equal  to  the  sum  of  the  aggregate  liquidation  amount  of the
            preferred trust securities and common trust securities,

      (2)   the  interest  rate and  interest  and other  payment  dates on such
            series of the trust debt securities will match the Distribution rate
            and  Distribution  and other payment  dates for the preferred  trust
            securities,

      (3)   the  trust  agreement  provides  that we  shall  pay for all and any
            costs,  expenses  and  liabilities  of the Trust  except the Trust's
            obligations  under its preferred  trust  securities and common trust
            securities, and

      (4)   the trust  agreement  provides that the Trust will not engage in any
            activity that is not consistent with its limited purposes.

      If and to the  extent  that we do not  make  payments  on the  trust  debt
securities,  the  Trust  will not  have  funds  available  to make  payments  of
Distributions or other amounts due on the preferred trust securities.

      A principal difference between the rights of a holder of a preferred trust
security (which represents an undivided beneficial interest in the assets of the
Trust)  and a holder of a trust debt  security  is that a holder of a trust debt
security will accrue, and (subject to the permissible  extension of the interest
payment  period) is  entitled to receive,  interest on the  principal  amount of
trust debt  securities  held,  while a holder of preferred  trust  securities is
entitled to receive  Distributions only if and to the extent the Trust has funds
available for the payment of such Distributions.

      Upon any voluntary or involuntary  dissolution or liquidation of the Trust
not involving a redemption or  distribution  of any trust debt  security,  after
satisfaction  of  liabilities  to  creditors  of the Trust,  the  holders of the
preferred trust  securities  will be entitled to receive,  out of assets held by
the  Trust,  the  Liquidation  Distribution  in cash.  See  "Description  of the
Preferred Trust Securities -- Liquidation  Distribution upon Dissolution".  Upon
our voluntary liquidation or bankruptcy,  the Trust, as holder of the trust debt
securities,  would be a  creditor  of ours,  subordinated  in the case of junior
subordinated  trust  debt  securities,   in  right  of  payment  to  all  Senior
Indebtedness,  but entitled to receive payment in full of principal, premium, if
any,  and  interest,   before  any  of  our  stockholders  receive  payments  or
distributions.

      A default or event of  default  under any  Senior  Indebtedness  would not
constitute  an Event of Default with respect to junior  subordinated  trust debt
securities  under the Trust  Debt  Indenture.  However,  in the event of payment
defaults under,  or  acceleration  of, Senior  Indebtedness,  the  subordination
provisions  of the junior  subordinated  trust debt  securities  provide that no
payments may be made in respect of the junior subordinated trust debt securities
until such  Senior  Indebtedness  has been paid in full or any  payment  default
thereunder  has been cured or waived.  Failure to make required  payments on the
junior subordinated trust debt securities would constitute an Event of Default.


                                       34
<PAGE>

      We and the Trust believe that the above mechanisms and obligations,  taken
together,  are the  equivalent  of a full and  unconditional  guarantee by us of
payments due in respect of the preferred trust securities.

                        DESCRIPTION OF THE CAPITAL STOCK

      The  following  description  of our capital stock is only a summary and is
not intended to be comprehensive.  For additional information,  you should refer
to the applicable  provisions of the New Jersey Business Corporation Act and our
Certificate  of  Incorporation,  as amended (the  "Charter")  and  By-Laws.  Our
Charter and By-Laws are  exhibits to the  registration  statement  of which this
prospectus is a part.

Authorized Capital

      Our  authorized  capital stock  consists of  500,000,000  shares of common
stock,  without par value, and 50,000,000 shares of preferred stock, without par
value.

Common Stock

      General. As of March 31, 2002, 206,194,509 shares of our common stock were
issued and outstanding.  The outstanding shares of our common stock are, and any
common  stock  offered  hereby when issued and paid for will be,  fully paid and
non-assessable.  This  description  of our common  stock is not  complete and is
qualified by reference to the description  contained or incorporated in our Form
8-K filed with the SEC on January 17, 1990, File No. 1-9120.

      Dividend  Rights.  Holders  of our  common  stock  are  entitled  to  such
dividends as may be declared  from time to time by our board of  directors  from
legally available funds after payment of all amounts owed on any preferred stock
that may be outstanding.

      Voting  Rights.  Holders of our common  stock are entitled to one vote for
each  share  held by them  on all  matters  presented  to  shareholders.  In the
election of directors, shareholders have cumulative voting rights.

      Liquidation  Rights.  After  satisfaction of the preferential  liquidation
rights of any preferred  stock,  the holders of our common stock are entitled to
share, ratably, in the distribution of all remaining net assets.

      Preemptive  Conversion  or  Redemption  Rights.  The holders of our common
stock have  preemptive  rights as to  additional  issues of our common stock not
issued on a competitive basis or by an offering to or through underwriters.  The
shares of our common stock are not subject to redemption or to any further calls
or  assessments  and  are  not  entitled  to the  benefit  of any  sinking  fund
provisions.

Transfer Agents and Registrars

      The  co-transfer  agents and  co-registrars  for our common and  preferred
stock are the  Shareholder  Services  Department of Services and the Continental
Stock Transfer and Trust Company.

Preferred Stock

      Our board of directors is authorized,  without further shareholder action,
to  divide  the  preferred  stock  into one or more  classes  or  series  and to
determine the designations,  preferences,  limitations and special rights of any
class or series including, but not limited to, the following:

      o     the rate of dividend, if any;

      o     the rights,  if any, of the holders of shares of the series upon our
            voluntary or involuntary liquidation, dissolution or winding-up;

      o     the terms and  conditions  upon which shares may be  converted  into
            shares of other series or other  capital  stock,  if issued with the
            privilege of conversion;

      o     the price at and the terms and  conditions  upon which shares may be
            redeemed; and

      o     the voting rights, if any.

      No shares of preferred stock have been issued.


                                       35
<PAGE>


      DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

      We may issue stock purchase contracts  representing  contracts  obligating
holders to purchase from us, and us to sell to the holders,  a specified  number
of shares of our common  stock (or a range of numbers  of shares  pursuant  to a
predetermined  formula)  at a future  date or dates.  The price per share of our
common  stock and number of shares of our common  stock may be fixed at the time
the stock  purchase  contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts.

      The stock  purchase  contracts  may be issued  separately  or as a part of
units,  known  as  stock  purchase  units,  consisting  of (a) a stock  purchase
contract or (b) a stock  purchase  contract and our debt  securities,  preferred
trust securities or debt obligations of third parties  (including  United States
Treasury securities), that would secure the holders' obligations to purchase our
common stock under the stock purchase contract. The stock purchase contracts may
require us to make periodic  payments to the holders of the stock purchase units
or vice-versa.  These payments may be unsecured or prefunded on some basis.  The
stock  purchase  contracts  may  require  holders  to secure  their  obligations
thereunder  in a specified  manner and in certain  circumstances  we may deliver
newly  issued  prepaid  stock  purchase   contracts,   often  known  as  prepaid
securities,  upon release to a holder of any  collateral  securing such holder's
obligations under the original stock purchase contract.

      The applicable  prospectus supplement will describe the terms of any stock
purchase  contracts or stock purchase units and, if applicable,  debt securities
or preferred  trust  securities  and will  contain a discussion  of the material
United States federal income tax considerations applicable to the stock purchase
contracts and stock purchase units. The description in the applicable prospectus
supplement  will not contain all of the  information  you may find  useful,  and
reference  will be made to the stock  purchase  contracts,  and, if  applicable,
collateral or depositary arrangements,  relating to the stock purchase contracts
or stock purchase units.

                              PLAN OF DISTRIBUTION

      The  Trust  and we may sell  the  securities  directly  to  purchasers  or
indirectly  through  underwriters,  dealers  or  agents.  The  names of any such
underwriters,  dealers or agents  will be set forth in the  relevant  prospectus
supplement.  We may determine the price or other terms of the securities offered
under this prospectus by use of an electronic  auction. We will describe how any
auction will determine the price or any other terms, how potential investors may
participate  in the auction and the nature of the  underwriters'  obligations in
the  related  supplement  to this  prospectus.  We will  also  set  forth in the
relevant prospectus supplement:

      o     the terms of the offering of the securities;

      o     the proceeds we will receive from the offering;

      o     any   underwriting    discounts   and   other   items   constituting
            underwriters' compensation;

      o     any initial public offering price;

      o     any  discounts  or  concessions  allowed  or  reallowed  or  paid to
            dealers; and

      o     any securities exchanges on which we may list the securities.

      The Trust and we may distribute the securities from time to time in one or
more transactions at:

      o     a fixed price;

      o     prices that may be changed;

      o     market prices at the time of sale;

      o     prices related to prevailing market prices; or

      o     negotiated prices.

      We will  describe the method of  distribution  in the relevant  prospectus
supplement.


                                       36
<PAGE>

      If we use underwriters  with respect to an offering of the securities,  we
will set forth in the relevant prospectus supplement:

      o     the name of the managing underwriter, if any;

      o     the name of any other underwriters; and

      o     the terms of the transaction,  including any underwriting  discounts
            and other items  constituting  compensation of the  underwriters and
            dealers, if any.

      The  underwriters  will acquire any  securities for their own accounts and
they may resell the  securities  from time to time in one or more  transactions,
including  negotiated  transactions,  at a fixed  public  offering  price and at
varying prices determined at the time of sale.

      Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.  We anticipate
that any underwriting agreement pertaining to any securities will:

      o     entitle the  underwriters to  indemnification  by us against certain
            civil liabilities,  including  liabilities under the Securities Act,
            or to  contribution  with respect to payments that the  underwriters
            may be required to make related to any such civil liability;

      o     subject the obligations of the  underwriters  to certain  conditions
            precedent; and

      o     obligate the  underwriters  to purchase all securities  offered in a
            particular offering if any such securities are purchased.

      If we use a dealer in an  offering  of the  securities,  we will sell such
securities  to the  dealer,  as  principal.  The  dealer  may  then  resell  the
securities  to the public at varying  prices to be  determined by such dealer at
the time of  resale.  We will set forth the name of the  dealer and the terms of
the transaction in the prospectus supplement.

      If we use an agent in an  offering  of the  securities,  we will  name the
agent  and  describe  the  terms  of  the  agency  in  the  relevant  prospectus
supplement.  Unless we indicate otherwise in the prospectus supplement,  we will
require  an  agent  to  act  on a best  efforts  basis  for  the  period  of its
appointment.

      Dealers and agents  named in a  prospectus  supplement  may be  considered
underwriters of the securities described in the prospectus  supplement under the
Securities  Act. We may indemnify them against certain civil  liabilities  under
the Securities Act.

      In the ordinary  course of business,  we may engage in  transactions  with
underwriters, dealers, agents and their affiliates and they may perform services
for us.

      The Trust and we may solicit  offers to purchase the  securities  and make
sales  directly  to  institutional  investors  or others  who may be  considered
underwriters  under the  Securities  Act with  respect  to such  sales.  We will
describe the terms of any such offer in the relevant prospectus supplement.

      If we authorize underwriters or other agents to solicit offers to purchase
the securities from institutional  investors pursuant to contracts providing for
payment and delivery at a future date,  we will indicate that we are doing so in
the relevant  prospectus  supplement.  We must approve all purchasers under such
contracts; the institutional investors may include commercial and savings banks,
insurance  companies,  pension  funds,  investment  companies,  educational  and
charitable institutions and others.

      We will not subject the  obligations of such  purchasers to any conditions
except that:

      o     we will not allow such  purchases  if they  violate  the laws of any
            jurisdiction to which a proposed purchaser is subject; and

      o     if we are also selling the securities to  underwriters,  we will not
            sell to the underwriters subject to delayed delivery.

      Underwriters  and other agents will not be responsible for the validity or
performance  of such  contracts  providing  for payment and delivery at a future
date.

      We will set forth in the relevant  prospectus  supplement the  anticipated
delivery date of the  securities  and the  prospectus  delivery  obligations  of
dealers.


                                       37
<PAGE>

      Each series of securities  will be a new issue and,  except for the Common
Stock, which is listed on the New York Stock Exchange,  will have no established
trading  market.  We may  elect  to list  any  series  of new  securities  on an
exchange,  or in the case of the Common Stock, on any additional  exchange,  but
unless  we advise  you  differently  in the  prospectus  supplement,  we have no
obligation  to cause any  securities  to be so  listed.  Any  underwriters  that
purchase  securities  for  public  offering  and sale  may make a market  in the
securities,  but  such  underwriters  will  not be  obligated  to do so and  may
discontinue any market making at any time without  notice.  We make no assurance
as to the liquidity of, or the trading markets for, any securities.

                                  LEGAL MATTERS

      Unless  otherwise  indicated  in  the  applicable  prospectus  supplement,
certain legal matters with respect to the  securities to be issued by us will be
passed upon for us by R. Edwin Selover,  Esquire, our Vice President and General
Counsel or James T. Foran, Esquire, our Associate General Counsel.

      Certain  matters of Delaware law relating to the validity of the preferred
trust securities,  the enforceability of the trust agreement and the creation of
the Trust will be passed upon by Richards,  Layton & Finger,  P.A.,  Wilmington,
Delaware, special Delaware counsel to the Trust. Additional legal matters may be
passed on for any underwriters,  dealers or agents by Sidley Austin Brown & Wood
LLP, New York, New York, who may rely on the opinion of Mr. Selover or Mr. Foran
as to matters of New Jersey law.

                                     EXPERTS

      The financial  statements  and the related  financial  statement  schedule
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended  December  31,  2001,  have been audited by Deloitte & Touche
LLP,  independent  auditors,  as stated in their report,  which is  incorporated
herein by reference,  and have been so  incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.


                                       38
<PAGE>

                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      The  following  table  sets  forth the  expenses  in  connection  with the
issuance  and  distribution  of the  securities  being  registered,  other  than
underwriting discounts and commissions.  All of the amounts shown are estimates,
except the SEC registration fee.

      SEC registration fee .....................................  $  138,000
      Printing and engraving ...................................     100,000
      Legal fees and expenses ..................................     400,000
      Fees of accountants ......................................      45,000
      Fees of trustees .........................................      60,000
      Blue sky fees and expenses ...............................      20,000
      NYSE Listing Fee .........................................     120,000
      Rating agency fees .......................................     240,000
      Miscellaneous ............................................      27,000
                                                                  ----------
      Total ....................................................  $1,150,000
                                                                  ==========

Item 15. Indemnification of Directors and Officers.

      Under Section 14A:3-5 of the New Jersey Business Corporation Act, we:

            (1) have power to  indemnify  each  director and officer (as well as
      our employees and agents)  against  expenses and liabilities in connection
      with any  proceeding  involving  him by reason of his being or having been
      such director or officer,  other than a proceeding by or in our own right,
      if (a) such  director  or  officer  acted in good faith and in a manner he
      reasonably believed to be in or not opposed to our best interests, and (b)
      with respect to any criminal  proceeding,  such director or officer had no
      reasonable cause to believe his conduct was unlawful;

            (2) has  power  to  indemnify  each  director  and  officer  against
      expenses  in  connection  with any  proceeding  by or in our own  right to
      procure a judgment in our favor which involves such director or officer by
      reason of his being or having been such  director or officer,  if he acted
      in good  faith  and in a manner  he  reasonably  believed  to be in or not
      opposed  to  our  best   interests;   however,   in  such   proceeding  no
      indemnification  may be provided in respect to any claim,  issue or matter
      as to which such director or officer shall have been adjudged to be liable
      to us,  unless and only to the extent that the court  determines  that the
      director or officer is fairly  reasonably  entitled to indemnity  for such
      expenses as the court shall deem proper;

            (3) must indemnify each director and officer against expenses to the
      extent  that he has been  successful  on the  merits or  otherwise  in any
      proceeding  referred  to in (1) and (2) above or in  defense of any claim,
      issue or matter therein; and

            (4) has power to  purchase  and  maintain  insurance  on behalf of a
      director or officer  against any expenses  incurred in any  proceeding and
      any liabilities asserted against him by reason of his being or having been
      a director or officer, whether or not we would have the power to indemnify
      him against such expenses and liabilities under the statute.

      As used in the statute, expenses means reasonable costs, disbursements and
counsel  fees;  liabilities  means amounts paid or incurred in  satisfaction  of
settlements,  judgments,  fines and penalties; and proceeding means any pending,
threatened or completed civil,  criminal,  administrative or arbitrative action,
suit or  proceeding,  and any appeal  therein and any  inquiry or  investigation
which could lead to such action, suit or proceeding.

      Indemnification  may be  awarded  by a court  under  (1) or (2) as well as
under (3) above,  notwithstanding a prior  determination by us that the director
or officer has not met the applicable standard of conduct.

      Indemnification  under the statute  does not  exclude any other  rights to
which  a  director  or  officer  may  be  entitled   under  a   certificate   of
incorporation, by-law, or otherwise.

      Article 8, Section 1 of our  Certificate  of Amendment of  Certificate  of
Incorporation provides as follows:

      1. Indemnification:

            The corporation shall indemnify to the full extent from time to time
      permitted by law any person made, or threatened to be made, a party to any
      pending,  threatened  or  completed  civil,  criminal,  administrative  or
      arbitrative  action,  suit, or


                                      II-1
<PAGE>

      proceeding and any appeal therein (and any inquiry or investigation  which
      could lead to such action,  suit or proceeding) by reason of the fact that
      he is or was a director,  officer or employee of the corporation or serves
      or served any other  enterprise as a director,  officer or employee at the
      request of the corporation.  Such right of indemnification  shall inure to
      the benefit of the legal representative of any such person.

            Article 8, Section 2 of our  Certificate of Amendment of Certificate
      of Incorporation provides as follows:

      2. Limitation of Liability:

            To the full extent from time to time permitted by law, directors and
      officers  of  the  corporation  shall  not  be  personally  liable  to the
      corporation or its shareholders for damages for breach of any duty owed to
      the  corporation  or its  shareholders.  No  amendment  or  repeal of this
      provision shall adversely  affect any right or protection of a director or
      officer  of the  corporation  existing  at the time of such  amendment  or
      repeal.

      The amended and restated trust agreement for PSEG Funding Trust I provides
that no trustee,  affiliate  of any trustee or agents of any trustee  (each,  an
"Indemnified Person") shall be liable,  responsible or accountable in damages or
otherwise  to any  employee  or agent of the  Trust  or its  affiliates,  or any
officers, directors, stockholders, employees, representatives or agents of us or
our affiliates or to any holders of preferred trust  securities of the Trust for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by the amended and restated trust
agreement or by law,  except that an Indemnified  Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's gross
negligence  (or, in the case of the  property  trustee,  negligence)  or willful
misconduct  with  respect to such acts or  omissions.  The amended and  restated
trust  agreement  also  provides  that,  to  the  fullest  extent  permitted  by
applicable  law, we shall  indemnify and hold harmless each  Indemnified  Person
from and against any loss,  damage or claim incurred by such Indemnified  Person
by reason of any act or omission performed or omitted by such Indemnified Person
in good  faith on behalf of the Trust and in a manner  such  Indemnified  Person
reasonably  believed  to be within  the  scope of  authority  conferred  on such
Indemnified  Person by the amended and restated trust agreement,  except that no
Indemnified  Person shall be entitled to be  indemnified in respect of any loss,
damage  or  claim  incurred  by such  Indemnified  Person  by  reason  of  gross
negligence  (or, in the case of the  property  trustee,  negligence)  or willful
misconduct  with  respect to such acts or  omissions.  The amended and  restated
trust  agreement  further  provides  that to the  fullest  extent  permitted  by
applicable  law, we shall,  from time to time,  advance  (including  legal fees)
incurred by an Indemnified Person in defending any claim,  demand,  action, suit
or the final disposition of such claim, demand, action, suit or proceeding prior
to the final disposition of such claim, demand,  action, suit or proceeding upon
our receipt of an undertaking by or on behalf of the Indemnified Person to repay
such  amount  if it  shall be  determined  that the  Indemnified  Person  is not
entitled to be indemnified pursuant to the amended and restated trust agreement.

      Each  form of  Underwriting  Agreement  between  us and  any  underwriters
contains a  provision  under  which each  underwriter  agrees to  indemnify  the
directors of us and each of our officers who signed the  registration  statement
against certain  liabilities  which might arise under the Securities Act of 1933
(the "1933 Act") from information  furnished to us in writing by or on behalf of
such underwriter.

      Our directors and officers are insured under policies of insurance, within
the limits and subject to the  limitations of the policies,  against claims made
against them for acts in the  discharge of their  duties,  and we are insured to
the extent that we are required or permitted by law to indemnify  the  directors
and officers for such loss. We pay premiums for such insurance.

Item 16. List of Exhibits.

Exhibit
-------

1-1      Form of Underwriting Agreement for Debt Securities.

1-2      Form of Underwriting Agreement for Common Stock and Preferred Stock.

1-3      Form of Underwriting Agreement for Preferred Trust Securities.

3-1      Certificate of Trust for PSEG Funding Trust I.

3-2      Trust Agreement for PSEG Funding Trust I.

3-3      Form of Amended and Restated Trust Agreement for PSEG Funding Trust I.


                                      II-2
<PAGE>

Exhibit
-------

4-1      Certificate  of  Incorporation  of  Public  Service   Enterprise  Group
         Incorporated.(1)

4-2      Certificate  of Amendment of  Certificate  of  Incorporation  of Public
         Service Enterprise Group Incorporated.(2)

4-3      By-Laws of Public Service Enterprise Group Incorporated.

4-4      Indenture   dated  as  of  November  1,  1998  between  Public  Service
         Enterprise  Group  Incorporated  and  First  Union  National  Bank,  as
         Trustee, providing for Senior Debt Securities.(3)

4-5      Form of Subordinated Debt Indenture.

4-6      Form of Trust Debt Indenture.

4-7      Form of Senior Debt Security (included in Exhibit 4-4).

4-8      Form of Subordinated Debt Security (included in Exhibit 4-5).

4-9      Form  of  Preferred  Security  Certificate  for  PSEG  Funding  Trust I
         (included in Exhibit 3-3).

4-10     Form of Deferrable Interest Debenture (included in Exhibit 4-6).

4-11     Form of Guarantee Agreement for PSEG Funding Trust I.

5-1      Opinion of James T.  Foran,  Esquire  relating  to the  validity of the
         Common Stock, Preferred Stock, Stock Purchase Contracts, Stock Purchase
         Units,  Senior Debt Securities,  Subordinated  Debt Securities,  Junior
         Subordinated Debt Securities and the Guarantees, including consent.

5-2      Opinion of Richards,  Layton & Finger,  P.A., special Delaware counsel,
         relating to the validity of the  Preferred  Securities  of PSEG Funding
         Trust I, including consent.

8        Opinion of Ballard Spahr Andrews & Ingersoll, LLP, special tax counsel,
         as to tax matters, including consent.(4)

12-1     Statement regarding computations of ratios of earnings.(5)

12-2     Statement regarding computation of ratios of combined earnings to fixed
         charges and preference dividends.(5)

23-1     Independent Auditors' Consent.

23-2     Consent of James T. Foran, Esquire (included in Exhibit 5-1).

23-3     Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5-2).

23-4     Consent of Ballard Spahr Andrews & Ingersoll,  LLP (included in Exhibit
         8).(4)

24       Power of Attorney.

25-1     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia  Bank,  National  Association,  as  Trustee  under the  Senior
         Indenture for Public Service Enterprise Group Incorporated.

25-2     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank, National Association,  as Trustee under the Subordinated
         Indenture for Public Service Enterprise Group Incorporated.

25-3     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank,  National  Association,  as Indenture  Trustee under the
         Trust Debt Indenture.

25-4     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia  Bank,  National  Association,  as Property  Trustee under the
         Amended and Restated Trust Agreement for PSEG Funding Trust I.

25-5     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank, National Association, as Guarantee Trustee.

----------
(1)   Previously  filed as Exhibit 3(a) to  Registration  Statement on Form S-4,
      No. 33-2935, and incorporated herein by reference.

(2)   Previously  filed as  Exhibit  3(c) to Annual  Report on Form 10-K for the
      year ended December 31, 1987, File No. 1-9120, and incorporated  herein by
      reference.

(3)   Previously  filed as  Exhibit  4(f) to Annual  Report on Form 10-K for the
      year ended December 31, 1998, File No. 1-9120, and incorporated  herein by
      reference.

(4)   To be filed as an exhibit to an amendment or a Current Report on Form 8-K.

(5)   Previously  filed as Exhibit 12 to Annual Report on Form 10-K for the year
      ended  December 31, 2001,  File No.  1-9120,  and  incorporated  herein by
      reference. The computation of ratios of combined earnings to fixed charges
      and  preference  dividends is identical  to the  computation  of ratios of
      earnings to fixed charges.


                                      II-3
<PAGE>

Item 17. Undertakings.

      The undersigned Registrants hereby undertake:

      (a)   (1)   To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                  (i)   To include any prospectus  required by section  10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the  registration  statement
                        (or the most recent  post-effective  amendment  thereof)
                        which,  individually  or in the  aggregate,  represent a
                        fundamental  change in the  information set forth in the
                        registration statement;

                  (iii) To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        registration  statement or any  material  change to such
                        information in the registration statement;

                  Provided,  however, that paragraphs (a)(1) (i) and (a)(1) (ii)
                  do not  apply if the  registration  statement  is on Form S-3,
                  Form  S-8 or Form  F-3,  and the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in periodic  reports  filed with or furnished to the
                  Securities and Exchange  Commission by the registrant pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

            (2)   That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

      (b)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the Registrants'  annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities  Exchange Act of
            1934  that  is  incorporated  by  reference  in  this   registration
            statement  shall  be  deemed  to  be a  new  registration  statement
            relating to the securities offered therein, and the offering of such
            securities  at that time shall be deemed to be the initial bona fide
            offering thereof.

      (c)   Insofar  as  indemnification   for  liabilities  arising  under  the
            Securities  Act of 1933 may be permitted to directors,  officers and
            controlling  persons of the  Registrants  pursuant to the provisions
            referred to in Item 15 of this registration statement, or otherwise,
            the  Registrants  have  been  advised  that  in the  opinion  of the
            Securities and Exchange  Commission such  indemnification is against
            public  policy as  expressed in the  Securities  Act of 1933 and is,
            therefore,   unenforceable.   In  the   event   that  a  claim   for
            indemnification  against such liabilities (other than the payment by
            the Registrants of expenses incurred or paid by a director,  officer
            or controlling  person of the Registrants in the successful  defense
            of any action,  suit or  proceeding)  is asserted by such  director,
            officer or  controlling  person in  connection  with the  securities
            being  registered,  the Registrants  will,  unless in the opinion of
            their counsel the matter has been settled by controlling  precedent,
            submit to a court of appropriate  jurisdiction  the question whether
            such  indemnification by it is against public policy as expressed in
            the  Securities  Act of 1933  and  will  be  governed  by the  final
            adjudication of such issue.

      (d)   The  Registrants  hereby  undertake to provide to the underwriter at
            the closing specified in the underwriting  agreement certificates in
            such  denominations  and registered in such names as required by the
            underwriter to permit prompt delivery to each purchaser.

      (e)   The Registrants hereby undertake that:

            (1)   For purposes of determining any liability under the Securities
                  Act  of  1933,  the  information  omitted  from  the  form  of
                  prospectus  filed as part of this  registration  statement  in
                  reliance  upon Rule 430A and contained in a form of prospectus
                  filed by the Registrants  pursuant to Rule 424(b)(1) or (4) or
                  497(h) under the  Securities Act of 1933 shall be deemed to be
                  part  of this  registration  statement  as of the  time it was
                  declared effective.

            (2)   For  the  purpose  of  determining  any  liability  under  the
                  Securities  Act of 1933,  each  post-effective  amendment that
                  contains  a form of  prospectus  shall be  deemed  to be a new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.


                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
registrant,  PSEG Funding Trust I, certifies  that it has reasonable  grounds to
believe  it meets all of the  requirements  for  filing on Form S-3 and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Newark,  State of New
Jersey, on this 16th day of April, 2002.

                                       PSEG FUNDING TRUST I

                                       By: Public Service Enterprise Group
                                       Incorporated, as Depositor


                                       BY:      /S/ THOMAS M. O'FLYNN
                                          ----------------------------------


                                      II-5
<PAGE>

                                   SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
registrant, Public Service Enterprise Group Incorporated,  certifies that it has
reasonable  grounds to believe  it meets all of the  requirements  for filing on
Form S-3 and has duly caused  this  Registration  Statement  to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Newark,
State of New Jersey, on this 16th day of April, 2002.

                                       Public Service Enterprise Group
                                       Incorporated

                                       BY:      /S/ THOMAS M. O'FLYNN
                                          ----------------------------------
                                                  Thomas M. O'Flynn
                                               Executive Vice President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Name                              Capacity                           Date
            ----                              --------                           ----
<S>                            <C>                                           <C>
    /s/ E. JAMES FERLAND       Principal Executive Officer and Director      April 16, 2002
----------------------------
      E. James Ferland

    /s/ THOMAS M. O'FLYNN      Principal Financial Officer                   April 16, 2002
----------------------------
      Thomas M. O'Flynn

    /s/ PATRICIA A. RADO       Principal Accounting Officer                  April 16, 2002
----------------------------
      Patricia A. Rado
</TABLE>

      This  Registration  Statement  has also been signed by Thomas M.  O'Flynn,
Attorney-in-Fact, on behalf of the following Directors on April 16, 2002.

        Ernest H. Drew                                 William V. Hickey
       Albert R. Gamper                               Shirley Ann Jackson
     Raymond V. Gilmartin                              Marilyn M. Pfaltz
       Conrad K. Harper                                Richard J. Swift


                                       BY:      /S/ THOMAS M. O'FLYNN
                                          ------------------------------------
                                                  Thomas M. O'Flynn
                                               Executive Vice President


                                      II-6
<PAGE>

                                  EXHIBIT INDEX

Exhibit
------

 1-1     Form of Underwriting Agreement for Debt Securities.

 1-2     Form of Underwriting Agreement for Common Stock and Preferred Stock.

 1-3     Form of Underwriting Agreement for Preferred Trust Securities.

 3-1     Certificate of Trust for PSEG Funding Trust I.

 3-2     Trust Agreement for PSEG Funding Trust I.

 3-3     Form of Amended and Restated Trust Agreement for PSEG Funding Trust I.

 4-1     Certificate  of  Incorporation  of  Public  Service   Enterprise  Group
         Incorporated.1

 4-2     Certificate  of Amendment of  Certificate  of  Incorporation  of Public
         Service Enterprise Group Incorporated.2

 4-3     By-Laws of Public Service Enterprise Group Incorporated.

 4-4     Indenture   dated  as  of  November  1,  1998  between  Public  Service
         Enterprise  Group  Incorporated  and  First  Union  National  Bank,  as
         Trustee, providing for Senior Debt Securities.3

 4-5     Form of Subordinated Debt Indenture.

 4-6     Form of Trust Debt Indenture.

 4-7     Form of Senior Debt Security (included in Exhibit 4-4).

 4-8     Form of Subordinated Debt Security (included in Exhibit 4-5).

 4-9     Form  of  Preferred  Security  Certificate  for  PSEG  Funding  Trust I
         (included in Exhibit 3-3).

 4-10    Form of Deferrable Interest Debenture (included in Exhibit 4-6).

 4-11    Form of Guarantee Agreement for PSEG Funding Trust I.

 5-1     Opinion of James T.  Foran,  Esquire  relating  to the  validity of the
         Common Stock,  Preferred Stock,  Senior Debt  Securities,  Subordinated
         Debt   Securities,   Junior   Subordinated   Debt  Securities  and  the
         Guarantees, including consent.

 5-2     Opinion of Richards,  Layton & Finger,  P.A., special Delaware counsel,
         relating to the validity of the  Preferred  Securities  of PSEG Funding
         Trust I, including consent.

  8      Opinion of Ballard Spahr Andrews & Ingersoll, LLP, special tax counsel,
         as to tax matters, including consent.4

12-1     Statement regarding computations of ratios of earnings.5

12-2     Statement regarding computation of ratios of combined earnings to fixed
         charges and preference dividends.5

23-1     Independent Auditors' Consent.

23-2     Consent of James T. Foran, Esquire (included in Exhibit 5-1).

23-3     Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5-2).

23-4     Consent of Ballard Spahr Andrews & Ingersoll,  LLP (included in Exhibit
         8).4

 24      Power of Attorney.

25-1     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia  Bank,  National  Association,  as  Trustee  under the  Senior
         Indenture for Public Service Enterprise Group Incorporated.

25-2     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank, National Association,  as Trustee under the Subordinated
         Indenture for Public Service Enterprise Group Incorporated.

25-3     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank,  National  Association,  as Indenture  Trustee under the
         Trust Debt Indenture.

25-4     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia  Bank,  National  Association,  as Property  Trustee under the
         Amended and Restated Trust Agreement for PSEG Funding Trust I.

25-5     Statement  of  Eligibility  under  the Trust  Indenture  Act of 1939 of
         Wachovia Bank,  National  Association,  as Guarantee  Trustee under the
         Guarantee Agreement for PSEG.

----------
(1)   Previously  filed as Exhibit 3(a) to  Registration  Statement on Form S-4,
      No. 33-2935, and incorporated herein by reference.

(2)   Previously  filed as  Exhibit  3(c) to Annual  Report on Form 10-K for the
      year ended December 31, 1987, File No. 1-9120, and incorporated  herein by
      reference.

(3)   Previously  filed as  Exhibit  4(f) to Annual  Report on Form 10-K for the
      year ended December 31, 1998, File No. 1-9120, and incorporated  herein by
      reference.

(4)   To be filed as an exhibit to an amendment or a Current Report on Form 8-K.

(5)   Previously  filed as Exhibit 12 to Annual Report on Form 10-K for the year
      ended  December 31, 2001,  File No.  1-9120,  and  incorporated  herein by
      reference.  The  computation  of the ratios of combined  earnings to fixed
      charges and  preference  dividends is identical to the  computation of the
      ratios of earnings to fixed charges.