Exhibit 4.a  HUBCO, INC.  AND  SUMMIT BANK  as Trustee   
   INDENTURE  Dated as of January 14, 1994   
   $25,000,000  7.75% Subordinated Debentures due 2004   INDENTURE
dated as of January 14, 1994 between HUBCO, INC. a New Jersey corporation (the
Company), and Summit Bank, a New Jersey banking corporation, as trustee
(Trustee).  WHEREAS, the
Company has duly authorized the issue of its unsecured debentures to be issued
(the Securities) up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of this Indenture and to
provide, among other things, for the authentication, delivery and
administration thereof, the Company has duly authorized the execution and
delivery of this Indenture; and  WHEREAS, all things
necessary to make this Indenture a valid indenture and agreement according to
its terms have been done;  NOW,
THEREFORE:  In
consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:  1 
   ARTICLE 1  DEFINITIONSAND
INCORPORATION BY REFERENCE  SECTION 1.1.Definitions.  Accountants
Certificate means a certificate from Arthur Andersen & Co. or other
independent certified public accountants of national standing.  Affiliate
means, when used with reference to the Company or another Person, any Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, the Company or such other Person, as the case may be.  For the purposes of this definition,
control when used with respect to any specified Person means the power to
direct or cause the direction of management or policies of such Person,
directly or indirect}y, whether through the ownership of Voting Stock, by
contract or otherwise; and the terms controlling and controlled have
meanings correlative of the foregoing.  Agent means
any Registrar, Paying Agent, co-registrar, authenticating agent, Securities
Custodian or agent for service of notices and demands.  Board of
Directors means the Board of Directors of any Person or any duly authorized
committee of such Board of Directors.  Business Day
means any day excluding Saturday, Sunday and any day which is a Legal Holiday.  Capitalized
Lease Obligation means any lease obligation of a Person incurred with respect
to any property (whether real, personal or mixed) acquired or leased by such
Person and used in its business that is required to be recorded as a
capitalized lease in accordance with generally accepted accounting principles.  Capital
Stock means any and all shares, interests, participation rights or other
equivalents (however designated) of corporate stock.  Code shall
mean the Internal Revenue Code of 1986, as amended.  Common Stock
means the class of stock, which, at the date of this Indenture, is designated
as the Common Stock, without par value, of the Company and stock of any class
or classes into which such Common Stock may thereafter be changed or
reclassified.  Company
means the party named as such in the first paragraph of this Indenture and,
subject to Article 4, its successors.  Corporate
Trust Office means the office of the Trustee at which the corporate trust
business of the Trustee shall, at any particular time be administered which
office is, at the date as of which the Indenture is dated, the address of the
Trustee specified in Section 10.2, or such other address as the Trustee may
give by notice to the Company.  2 
   Default
means any event or condition which is, or after notice or lapse of time or both
would be, an Event of Default.  Depository
means the depository for the Global Security issued hereunder, which shall
initially be The Depository Trust Company, and its successor or successors or
nominees or any corporation or financial or banking institution which the
Company may appoint as a successor Depository pursuant to the terms of Section
2.6.  ERISA shall
mean the Employee Retirement Income Security Act of 1974, as amended.  Event of
Default shall have the meaning provided in Section 6.1.  Exchange Act
means the Securities Exchange Act of 1934, as amended and in effect from time
to time.  Global
Security means the single certificate evidencing in global form the Security
or Securities issuable or issued in whole or in part in global form which is
substantially in the form of Exhibit A-2 and delivered to the Depository or
Securities Custodian.  Guarantee
means, as applied to any obligation, (i) a guarantee (other than by endorsement
of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner, of any part or all of such obligation or (ii) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of any part or all of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit.  The amount of a
Guarantee shall be deemed to be the maximum amount of the obligation guaranteed
for which the guarantor could be held liable under such Guarantee.  Guaranteed when used as a verb herein has
a corresponding meaning.  Holder or
Securityholder means the Person in whose name a Security is registered on the
Registrars books.  Hudson United
Bank means Hudson United Bank, a New Jersey State chartered commercial bank,
and a wholly-owned Subsidiary of the Company.  Indebtedness
means, with respect to any Person, (a) all obligations of such Person for
borrowed money (whether or not the recourse of the lender is to the whole of
the assets of such Person or only to a portion thereof), (b) all indebtedness
of such Person which is evidenced by a note, debenture, bond or other similar
instrument, (including, without limitation, Capitalized Lease Obligations) or
representing the deferred and unpaid balance of the purchase price of any
property or services, (c) all indebtedness of such Person, (including, without
limitation, Capitalized Lease Obligations) incurred, assumed or given in an
acquisition (whether  3 
   by way of purchase, merger or
otherwise) of any business, real property or other assets, (d) all obligations
of such Person to purchase securities or other property which arise out of or in
connection with the sale of the same or substantially similar securities or
property (Repurchase Agreements), (e) any indebtedness of others described in
the preceding clauses (a), (b), (c) and (d) that such Person has Guaranteed or
secured by a lien on any asset of such Person or for which it is otherwise
liable and (f) any amendment, renewal, extension, deferral, modification,
restructuring or refunding of any such indebtedness, obligation or Guarantee.  Indenture
means this Indenture, as amended or supplemented from time to time.  Interest
Payment Date means the interest payment dates specified in paragraph 1 of the
forms of Security annexed hereto as Exhibits A-1 and A-2.  Legal
Holiday means any day on which commercial banking institutions in New York or
New Jersey are authorized by law or regulation to close.  Lien means
any lien, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, and any agreement to give any security interest.  Major Bank
Subsidiary means a Subsidiary of the Company that is a bank, as defined in 12
U.S.C. sec. 1813 or any successor law, the assets of which as reported on
Schedule RC of its most recent Consolidated Report of Condition and Income that
had been filed prior to the date of this Indenture equal or exceed 80% of the
assets reported on the most recent Quarterly Report on Form 10-Q that had been
filed prior to the date of this Indenture for the consolidated Company.  New
Securities has the meaning set forth in Section 2.2.  Obligations means, with respect to any
Indebtedness, any principal, premium, interest, penalties, fees and other
liabilities payable from time to time and any covenants or conditions to be performed
or observed under the documentation governing such Indebtedness.  Officer of
any Person means the Chairman of the Board of Directors, the President, any
Senior Vice-President, any Vice-President, the Treasurer, the Secretary or the
Controller of such Person.  Officers
Certificate means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer, Assistant Secretary or Assistant Controller of any Person
conforming to the requirements set forth in Sections 10.4 and 10.5 and
complying with Section 314 of the TIA.  Opinion of
Counsel means a written opinion signed by legal  4 
   counsel who may be an employee
of or counsel to the Company and who is reasonably acceptable to the Trustee.  Each such opinion shall comply with Section
314 of the TIA and include the statements set forth in Sections 10.4 and 10.5,
if and to the extent required hereby. 
For the purpose of rendering an opinion, such counsel may rely as to
factual matters upon certificates or other documents furnished by Officers and
directors of the Company and upon such other documents as such counsel deems
appropriate as a basis of their opinion, copies of which shall be delivered
with such opinion.  Paying Agent
shall have the meaning set forth in Section 2.3.  Person means
any individual, corporation, partnership, association, joint venture, trust,
entity, unincorporated organization or government or any agency or political
subdivision thereof.  Qualified
Holder means at any time, (i) any Initial Purchaser and (ii) a Person, which
individually, or collectively with its affiliates or other entities for which
the same investment advisor, investment manager, trustee or custodian is acting
in connection with the Securities, holds one or more Securities (or beneficial
interests therein) representing at least 10% of the aggregate outstanding
principal amount of the Securities then outstanding (a Qualified Group) and
has been designated by a Qualified Group to act as the Qualified Holder.  A Qualified Holder shall be entitled to be
recognized as such upon the filing of a certificate (which may be in the form
of an ombudsman certificate) with the Company and the Trustee, identifying the
Qualified Holder and, if applicable, the members of the Qualified Group.  Record Date
means, with respect to any Interest Payment Date, the Business Day fifteen days
prior to an Interest Payment Date.  Registrar
shall have the meaning set forth in Section 2.3.  Registration
Rights Agreement shall have the meaning set forth in Section 2.2.  Repurchase
Agreement shall have the meaning set forth in the definition of
Indebtedness.  Restricted
Securities mean restricted securities within the meaning of Rule 144(a)(3)
under the Securities Act.  SEC means
the Securities and Exchange Commission.  Securities
means the 7.75% Subordinated Debentures due 2004 of the Company issued pursuant
to this Indenture and, from and after the consummation of the Registered
Exchange Offer, any New Securities issued in exchange therefor pursuant to
Section 2.2.  Securities
Act means the Securities Act of 1933, as amended and in effect from time to
time.  5 
   Securities
Custodian means Chemical Bank the custodian for the Depository under an
existing contractual relationship between the Depository and the Securities
Custodian which will hold the Global Security which is issued hereunder, and
any successor entity thereto.  Senior
Indebtedness means any and all Indebtedness of the Company, whether
outstanding on the date of this Indenture as originally executed or thereafter
created or incurred, except any particular Indebtedness, for which the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall be subordinate or
shall rank pari passu in right of payment to the Securities.  Significant
Subsidiary or Subsidiaries means as of any date any Subsidiary which singly,
or one or more Subsidiaries which in the aggregate, would be a significant
subsidiary on such date as defined in Rule 1-02 of Regulation S-X under the
Securities Act and the Exchange Act.  Subsidiary
means, with respect to the Company, any corporation, bank, association,
partnership or other business entity of which more than 50% of the Voting Stock
or other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, officers or trustees thereof
or other persons performing similar functions is at the time owned in the
aggregate, directly or indirectly, by the Company and its Subsidiaries.  TIA means
the Trust Indenture Act of 1939 (15 U.S. Code sec.77aaa-77bbbb), as amended and
in effect at the date as of which this Indenture was originally executed or, if
this Indenture is qualified under the TIA, from and after the date of such
qualification, the TIA as in effect at the date of such qualification, except
in either case as provided in Section 8.3.  Trustee
means the party named as such above until a successor replaces it pursuant to
this Indenture and thereafter means such successor.  Trust
Officer, when used with respect to the Trustee, means any officer assigned by
the Trustee to administer the corporate trust business of the Trustee,
including without limitation any vice president, any assistant vice president,
any assistant secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, who shall, in any case, be responsible for the administration of this
document, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.  U.S.
Government Obligations means direct or indirect obligations of the United
States of America or an agency of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged.  6 
   Voting Stock
means Capital Stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of Capital
Stock has such voting power by reason of any contingency.  SECTION 1.2.Incorporation
by Reference of Trust Indenture Act.  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture, whether or not this Indenture
is qualified under the TIA.  The following
TIA terms used in this Indenture have the following meanings:  indenture
securities means the Securities;  indenture
security holder means a Holder or a Securityholder;  indenture to
be qualified means this Indenture;  indenture
trustee or institutional trustee means the Trustee; and  obligor on
the Securities means the Company.  All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein have the meanings so assigned to them therein.  SECTION 1.3.Rules of
Construction.  Unless the
context otherwise requires:  (i)a
term has the meaning assigned to it;  (ii)an
accounting term not otherwise defined shall be interpreted in accordance with
generally accepted accounting principles;  (iii)references
to generally accepted accounting principles shall mean generally accepted
accounting principles in effect in the United States as at the time of any
computation;  (iv)or
is not exclusive;  (v)words
in the singular include the plural, and in the plural include the singular;  (vi)provisions
apply to successive events and transactions; and  (vii)the
words herein, hereof and  7 
   hereunder
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.  ARTICLE 2  THE SECURITIES  SECTION 2.1. Form and
Dating.  The definitive
Securities and the Trustees certificate of authentication shall be
substantially in the form of Exhibit A-1, which is part of this Indenture.  The Securities may have notations, legends
or endorsements required by law, stock exchange rule or usage, which shall be
provided in writing by the Company to the Trustee.  Each Security shall be dated the date of its authentication.  The terms and
provisions contained in the Securities shall constitute, and are hereby
expressly made, a part of this Indenture. 
To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.  The Securities
will initially be issued in global form, substantially in the form of Exhibit
A-2.  Such Global Security shall
represent such of the outstanding Securities as shall be specified therein and
shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges.  Any endorsement of a
Security in global form to reflect the amount of any increase or decrease in
the amount of outstanding Securities represented thereby shall be made by the
Trustee or the Securities Custodian, at the direction of the Trustee, in such
manner and upon instructions given by the holder thereof.  Payment of
principal of and any interest on any Security in global form shall be made to
the holder thereof.  SECTION 2.2.Execution
and Authentication.  Two Officers
shall sign the Securities for the Company by manual or facsimile
signature.  The Companys seal shall be
reproduced on the Securities and may be in facsimile form.  If an Officer
whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be valid.  A Security
shall not be valid until executed on behalf of the Company and authenticated by
the manual signature of the Trustee, if upon original issuance, or manual
signature of the Trustee or an authenticating agent appointed pursuant to this  8 
   Section 2.2 if other than upon
original issuance.  The signature of the
Trustee or of an authenticating agent shall be conclusive evidence that the
Security has been authenticated under this Indenture.  The Trustee
shall authenticate Securities for original issue in the aggregate principal
amount of not more than $25,000,000 pursuant to a written order of the Company
signed by two Officers directing the Trustee to authenticate the Securities.
The order shall specify the amount of Securities to be authenticated, the rate
of interest to be paid and the date upon which the original issue of Securities
is to be authenticated.  The aggregate
principal amount of Securities outstanding at any time may not exceed
$25,000,000, except as provided in Section 2.8.  On or
immediately after the consummation of a registered exchange offer (Registered
Exchange Offer) pursuant to the Registration Rights Agreement by and among the
Company and each of the purchasers identified on Schedule I thereto (the
Initial Purchasers) dated as of January 14, 1994 (as amended and in effect
from time to time, the Registration Rights Agreement), the Trustee shall
authenticate new securities (New Securities) for original issue in the
aggregate principal amount of not more than $25,000,000, less the principal amount
of any Securities which are not surrendered in the Registered Exchange Offer,
pursuant to a written order of the Company signed by two Officers directing the
Trustee to authenticate the New Securities. 
The New Securities shall be identical in all material respects to the
Securities except that the New Securities will be registered under the
Securities Act, shall not bear the transfer restrictions set forth on the face
of the form of Securities and shall not contain the interest rate step-up
provision set forth in paragraph 18 of the Securities.  The order to the Trustee shall specify the
amount of New Securities to be authenticated, the rate of interest to be paid
and the date upon which the original issue of New Securities pursuant to the
Registered Exchange Offer is to be authenticated and shall further provide
instructions concerning registration, amounts for each Holder and
delivery.  The aggregate principal
amount of New Securities outstanding at any time may not exceed $25,000,000,
less the aggregate principal amount of Securities outstanding, if any, except
as provided in Section 2.8.  The Trustee
may appoint an authenticating agent acceptable to the Company to authenticate
Securities.  Unless limited by the terms
of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so.  An
authenticating agent may authenticate Securities on behalf of the Trustee,
except upon original issuance and pursuant to Section 2.7. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as an Agent to deal with the Company, a Subsidiary or an Affiliate
of the Company.  The Securities
shall be issuable without coupons and only in denominations of $100,000 and
integral multiples thereof.  9 
   SECTION 2.3.Registrar
and Paying Agent.  The Company
shall maintain an office or agency in the State of New Jersey or the City of
New York, New York where Securities may be presented for registration of
transfer or for exchange (Registrar), an office or agency where Securities
may be presented for payment (Paying Agent) and an office or agency where
notices or demands to or upon the Company in respect of the Securities and the
Indenture may be served.  The Registrar
shall keep a register of the Securities and of their transfer and
exchange.  The Company may appoint one
or more co-registrars and one or more additional paying agents.  The term Registrar includes any
co-registrars appointed by the Company. 
The term Paying Agent includes any additional Paying Agent.  If any of the Securities are Restricted
Securities and any of the Securities are Global Securities, the Company shall
appoint a Registrar or a co- registrar that shall be a member of or otherwise
participate in the Depositorys program for registering transfers of Restricted
Securities.  Such Registrar or
co-registrar shall also be eligible to serve as a Securities Custodian.  So long as any Securities are Restricted
Securities and any Securities are in global form, Security holders shall effect
the exchange, transfer and registration of Securities through the Registrar or
co-registrar meeting the requirements of the preceding two sentences.  The Company may change any Paying Agent,
Registrar or co-registrar and shall provide notice of any such change to any
Securityholder.  The Company
shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture.  Such agreement shall
implement and comply with the provisions of this Indenture that relate to such
Agent.  The Company shall give prompt
written notice to the Trustee of the name and address of any Agent who is not a
party to this Indenture.  If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such.  The Company,
any Subsidiary or any of their Affiliates may act as Paying Agent, Registrar or
co-registrar.  The Company
initially appoints the Depository Trust Company to act as depository with
respect to the Global Security, and appoints the Trustee as Registrar and
Paying Agent and agent for service of notices and demands.  The Company initially appoints Chemical Bank
as co-registrar and Securities Custodian.  SECTION 2.4.Paying
Agent to Hold Money in Trust.  On or prior to
the due date of principal of, premium, if any, and interest on any Securities,
the Company shall deposit with the Paying Agent money sufficient to pay such
principal, premium, if any, and interest so becoming due.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee on behalf of the
Securityholders all money held by the Paying Agent for the payment of principal
of, premium, if any, and interest on the Securities (whether such money has
been paid to it by the Company or any other obligor on the Securities) and
shall notify the Trustee in writing of any failure by the Company (or any other
obligor on the Securities) in making  10 
   any such payment.  While any such failure continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money so paid over to the Trustee.  If the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the
Securityholders all money held by it as Paying Agent.  SECTION 2.5.Securityholder
Lists.  The Trustee
shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Securityholders.  If (i) the Trustee is not the Registrar, the
Company shall, or (ii) if there is a co-registrar, the co-registrar shall,
furnish to the Trustee fifteen days prior to each Interest Payment Date for the
Securities and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require,
containing all of the information in the possession or control of the
Registrar, the Company or any of its Paying Agents other than the Trustee, as
to the names and addresses of Securityholders, and the Company shall otherwise
comply with TIA sec. 312(a).  SECTION 2.6.Registration
of Transfer and Exchange.  (a)The
transfer and exchange of Securities in global form shall be effected through
the Depository, in accordance with this Indenture (including the restrictions
on transfer set forth herein) and the procedures of the Depository therefor.  When
definitive Securities are presented to the Registrar or a co-registrar with a
request to register their transfer or to exchange such definitive securities
for an equal aggregate principal amount of definitive Securities of other authorized
denominations, the Registrar or co-Registrar shall register the transfer or
make the exchange if the requirements for such transaction are met; provided
that a definitive Security presented or surrendered for registration of
transfer or exchange for another Security (i) shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Registrar or such co-registrar duly executed by the Holder thereof or his
attorney duly authorized in writing and (ii) shall be accompanied by a duly
completed certificate of the transferor in substantially the form of Exhibit B
hereto and, to the extent specified therein, an opinion of counsel to the
effect set forth therein; and, provided further, that, in the case of a
transfer pursuant to an exemption from registration in accordance with Rule
144, Rule 145 or Regulation S under the Securities Act, or in reliance on
another exemption from the registration requirements of the Securities Act
(other than an exemption under Rule 144A under the Securities Act), such
transfer shall be effected by the delivery of definitive Securities registered
in the name of the transferee (or its nominee) in the books maintained by the
Registrar of the Securities.  11 
   The
registration of any definitive Security upon transfer or exchange shall be
effective only after the surrender of the definitive Security and the issuance
by the Company and authentication by the Trustee or the authenticating agent of
a replacement Security.  To permit
registrations of transfer and exchanges, the Company shall issue and the
Trustee or the authenticating agent shall authenticate Securities at the
Registrars request.  The Company will
not make any service charge for any registration of transfer or exchange but
may require payment by the party requesting such registration of transfer or
exchange of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All definitive
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.  (b)Except as permitted by
the following paragraph or until such time as the same is no longer required
under the applicable requirements of the Securities Act or applicable state
securities laws, each certificate evidencing the Securities in global form and
the definitive Securities (and all securities issued in exchange therefor or
substitution thereof) shall bear a legend in substantially the following form:  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT) OR ANY OTHER APPLICABLE SECURITIES
LAW.  THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF HUBCO, INC. (THE COMPANY) THAT THIS
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IN A TRANSACTION COMPLYING WITH REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE
WITH RULE 144 (IF AVAILABLE) OR RULE 145 UNDER THE SECURITIES ACT, (5) IN
RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES (2), (3), (4),
(5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR OF A
CERTIFICATION OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF EACH OF
CLAUSES (3), (4) AND (5) ABOVE TO THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE
SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME)  ON THE BOOKS MAINTAINED BY THE REGISTRAR,
AND IN THE CASE OF CLAUSE (5) ABOVE TO RECEIPT OF AN OPINION (IN SUBSTANTIALLY  12 
   THE FORM OF
EXHIBIT C TO THE INDENTURE REFERRED TO BELOW OR OTHERWISE SATISFACTORY TO THE
COMPANY AND THE REGISTRAR) OF COUNSEL EXPERIENCED IN SECURITIES MATTERS (WHICH
COUNSEL MAY BE AN EMPLOYEE OF THE TRANSFEROR) TO THE EFFECT THAT SUCH TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES.  The transfer
and exchange of Securities may be made in global form only if such Security is
being transferred to a qualified institutional buyer (as defined in Rule 144A
under the Securities Act) in accordance with Rule 144A under the Securities
Act.  (c)Any Securities which are
presented to the Registrar for exchange pursuant to a Registered Exchange Offer
shall be exchanged for New Securities of equal aggregate principal amount upon
surrender to the Registrar of the Securities to be exchanged; provided,
however, that the Securities so surrendered for exchange shall be duly endorsed
and accompanied by a transmittal letter or written instrument of transfer in
form satisfactory to the Company, the Trustee and the Registrar duly executed
by the Holder thereof or his attorney who shall be duly authorized in writing
to execute such document.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver to the Registrar the same aggregate
principal amount of New Securities as Securities that have been surrendered.  (d)Notwithstanding any other
provisions of this Indenture (other than the provisions set forth in part (e)
of this Section 2.6), a Security in global form may not be transferred as a
whole except by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a nominee of
such successor Depository.  (e)If at any time the
Depository for the Securities notifies the Company that it is unwilling or
unable to continue as Depository for the Securities, the Company may appoint a
successor Depository with respect to the Securities.  If a successor Depository for the Securities is not appointed by
the Company within 90 days after the Company receives such notice, the Company
will execute, and the Trustee, upon receipt of an officers certificate for the
authentication and delivery of definitive Securities, will authenticate and
deliver, Securities in definitive form, in an aggregate principal amount equal
to the aggregate principal amount of the Securities in global form, in exchange
for such Securities in global form.  The Company
may at any time and in its sole discretion determine that the Securities issued
in the form of global Securities shall no longer be represented by such global
Securities.  In such event the Company
will execute, and the Trustee, upon receipt of an Officers Certificate for the
authentication and delivery of definitive Securities, will authenticate and
deliver, Securities in definitive form, in an  13 
   aggregate principal amount
equal to the aggregate principal amount of the Securities in global form, in exchange
for such Securities in global form.  If a
definitive Security is issued in exchange for any portion of the Global
Security after the close of business at the office or agency where such
exchange occurs on any Record Date and before the opening of business at such
office or agency on the next succeeding Interest Payment Date, interest will
not be payable on such Interest Payment Date in respect of such definitive
Security, but will be payable on such Interest Payment Date only to the Person
to whom interest in respect of such portion of such Global Security is payable
in accordance with the provisions of this Indenture.  Definitive
Securities issued in exchange for an interest in a Global Security pursuant to
this Section 2.6 shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Registrar. The Registrar
shall deliver such definitive Securities to the Persons in whose names such
Securities are so registered.  (f)Any Person having a
beneficial interest in the Global Security upon request and upon satisfaction
of the requirements set forth below, may exchange or transfer in whole or in
part as provided herein its interest in the Global Security for one or more
definitive Securities.  Upon receipt by
the Registrar of (i) written or electronic instructions from the Depository or
its nominee on behalf of any Person having a beneficial interest in the Global
Security and (ii) a written order of such Person containing registration
instructions accompanied by a certificate of such Person in substantially the
form of Exhibit B hereto and, to the extent specified therein, an opinion of
counsel to the effect set forth therein, the Registrar or the Securities
Custodian, at the direction of the Registrar, will cause, in accordance with
the standing instructions and procedures existing between the Depository and
the Securities Custodian, the aggregate principal amount of the Securities in
global form to be reduced and, following such reduction, the Company will
execute and, upon receipt of an authentication order in the form of an
Officers Certificate, the Trustee will authenticate and deliver to such Person
or the transferee, as the case may be, a definitive Security.  Any holder of
a definitive Security may, upon satisfaction of the requirements set forth
below, as provided herein, exchange or transfer in whole or in part such
definitive Security for an interest in the Global Security.  Upon receipt by the Registrar of a definitive
Security, duly endorsed or accompanied by appropriate instruments of transfer,
in form satisfactory to the Registrar together with (a) certification,
substantially in the form of Exhibit B hereto, that such definitive Security is
being registered or transferred to a qualified institutional buyer (as defined
in Rule 144A under the Securities Act) in accordance with Rule 144A under the
Securities Act, and (b) written instructions directing the Registrar to make, or
to direct  14 
   the Securities Custodian to
make, an endorsement on the Security in global form to reflect an increase in
the aggregate principal amount of the Securities represented by the Security in
global form, the Registrar shall cancel such definitive Security and cause, or
direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities
Custodian, the aggregate principal amount of Securities represented by the
Security in global form to be increased accordingly.  (g)At such time as all
interests in the Global Security have either been exchanged for definitive
Securities, converted, repurchased or canceled, such Global Security shall be
canceled by the Registrar.  At any time
prior to such cancellation, if any interest in the Global Security is exchanged
for definitive Securities, redeemed, converted, repurchased or canceled, the
principal amount of Securities represented by such Security in global form
shall be reduced and an endorsement shall be made on such Security in global
form, by the Registrar or the Securities Custodian, at the direction of the
Registrar, to reflect such reduction.  SECTION 2.7.Replacement
Securities.  If a mutilated
Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee, at the Companys request, shall authenticate and
deliver, a replacement Security if the requirements of the Trustee and the
Company are met, provided that the Trustee shall not be required to
authenticate or replace any such Security which has been called for redemption
in accordance with the terms thereof. 
If required by the Trustee or the Company, an indemnity bond must be
sufficient in the judgment of each of the foregoing to protect the Company, the
Trustee, any Agent or any authenticating agent from any loss which any of them
may suffer if a Security is replaced. 
The Company may charge the Securityholder who has lost a Security for
its expenses in replacing a Security.  Every
replacement Security is an obligation of the Company and shall be entitled to
the benefits of this Indenture.  SECTION 2.8.Outstanding
Securities.  The Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation and
those reductions in the interests in the Global Security effected by the
Trustee hereunder and those described in this Section as not outstanding.  If a Security
is replaced pursuant to Section 2.7, it ceases to be outstanding and interest
ceases to accrue unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.  If all
principal of, premium, if any, and any interest on any of the Securities are
considered paid under Section 3.1, such  15 
   Securities shall cease to be
outstanding and interest on them shall cease to accrue.  Subject to
Section 2.9, a security does not cease to be outstanding because the Company, a
Subsidiary or an Affiliate holds such Security.  SECTION 2.9.Treasury
Securities.  In determining
whether the Holders of the required aggregate principal amount of Securities
have concurred in any direction, waiver, amendment or consent, Securities owned
by the Company, a Subsidiary or an Affiliate of the Company shall be considered
as though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Securities owned by the Company, a Subsidiary or an Affiliate of
the Company which have been pledged in good faith may be regarded as
outstanding if the Trustee receives an Officers Certificate stating that said
Securities have been so pledged, that the pledgee is entitled to vote with
respect to such Securities and that the pledgee is not the Company or any other
obligor on the Securities, a Subsidiary or an Affiliate of the Company, a
Subsidiary or such other obligor.  SECTION 2.10.Temporary
Securities.  Until
definitive Securities are ready for delivery, the Company may prepare and
execute and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
(with the concurrence of the Trustee) considers appropriate for temporary
Securities.  Each temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay, the Company shall
prepare and the Trustee upon receipt of a written order of the Company signed
by two officers, shall authenticate definitive Securities in exchange for
temporary Securities.  Until such exchange,
temporary Securities shall be entitled to the same rights, benefits and
privileges as definitive Securities.  SECTION 2.11.Cancellation.  The Company at
any time may deliver Securities to the Trustee for cancellation.  The Registrar and Paying Agent shall forward
to the Trustee any Securities surrendered to them for redemption, registration
of transfer, exchange or payment.  The
Trustee shall cancel all Securities surrendered for redemption, registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Securities.  The Company may
not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation, except as expressly permitted
by any of the provisions of this Indenture.  16 
   All canceled Securities held by
the Trustee shall be destroyed and certification of their destruction delivered
to the Company.  SECTION 2.12.CUSIP Numbers.  The Company in
issuing the Securities may use CUSIP numbers (if then generally in use), and
the Trustee shall use CUSIP numbers (if such have been obtained) in notices of
exchange as a convenience to Holders; provided that any such notice shall state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of exchange and that
reliance may be placed only on the other identification numbers printed on the
Securities.  SECTION 2.13.Defaulted and
Additional Interest.  (a)If
the Company fails to make a payment of interest on the Securities, it shall pay
such interest plus, to the extent lawful, interest on the defaulted interest at
the same rate of interest specified in the Securities, to the Persons who are
Securityholders on a subsequent special record date.  The Company shall fix the special record date and payment date in
a manner reasonably satisfactory to the Trustee.  The payment date shall be no less than 15 days after such record
date.  At least 15 days before the
special record date, the Company shall mail to Securityholders a notice that
states the special record date, payment date and amount of such interest to be
paid.  (b)As
provided in the Registration Rights Agreement, the Company is obligated on or
prior to a date (the Additional Interest Date) that is 180 days after the
date of issuance of the Securities (the Closing Date) (i) to file and cause
to become effective with the SEC a registration statement on an appropriate
form (the Exchange Registration Statement) with respect to a proposed offer
(the Registered Exchange Offer) to the holders of the Securities, and (ii) to
commence the Registered Exchange Offer and cause the same to remain open for a
period of not less than the period required under applicable Federal and state
law, to provide the Securityholders the opportunity to exchange any and all of
the Securities for a like aggregate principal amount of debt securities of the
Company that are substantially identical to the Securities. If the Exchange
Registration Statement shall not have been filed and become effective and the
Registered Exchange Offer commenced on or before the Additional Interest Date,
then on that date and thereafter interest on the Securities shall be increased by
one percent (1.00%) per annum.  Such
additional interest shall cease to accrue on the date on which the Exchange
Registration Statement is filed and declared effective and a Registered
Exchange Offer commenced or, in certain circumstances, a shelf registration
statement is filed and has been declared effective pursuant to the Registration
Rights Agreement.  This description of
the Registration Rights Agreement is only a summary and is qualified in its
entirety by reference to the detailed provisions in the Registration Rights
Agreement.  17 
   (c)The Trustee, pursuant to
Section 6.2(b), shall be under no obligation to pay the additional interest
provided for in paragraph (b) of this Section 2.13 unless it shall have
received an Officers Certificate directing the Trustee to pay such additional
interest in accordance with the terms of Section 2.13(b).  The Trustee shall be entitled to rely on
such Officers Certificate until it shall have received an Officers
Certificate to the effect that the Company is no longer required to pay such
additional interest pursuant to the Registration Rights Agreement.  ARTICLE 3  COVENANTS  SECTION 3.1.Payment of
Securities.  The Company shall pay the principal of, premium, if any, and interest
on the Securities on the dates and in the manner provided in the Securities and
in this Indenture.  NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT RELATING TO
THE SECURITIES, THE SECURITIES WILL BEAR INTEREST FROM JANUARY 14, 1994,
PAYABLE SEMIANNUALLY ON JANUARY 15 AND JULY 15 OF EACH YEAR COMMENCING JULY 15,
1994.  The Securities mature on January
15, 2004.  An installment of principal,
premium, if any, or interest shall be considered paid on the date it is due if
the Trustee or Paying Agent (other than the Company, a Subsidiary or an
Affiliate) holds on that date money designated for and sufficient to pay such
installment if payment thereof is not then prohibited by Article 9.  The Company shall pay interest (including interest that accrues after
or would accrue but for the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of the Company
to the extent that such interest is an allowed claim enforceable against the
debtor in a bankruptcy case under Title 11 of the U.S. Code) on overdue
principal at the rate then borne by the Securities; it shall pay interest
(including interest that accrues after or would accrue but for the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency
or reorganization of the Company to the extent that such interest is an allowed
claim enforceable against the debtor in a bankruptcy case under Title 11 of the
U.S. Code) on overdue premium, if any, and installments of interest at the same
rate to the extent legally permitted.  SECTION 3.2.Maintenance
and Office or Agency.  The Company shall designate in the State of New Jersey, or in the city
of New York, New York, an office or agency (which may be an office of the
Trustee, Registrar or co-registrar) where at all times the Securities may be
surrendered for registration of transfer or exchange and where at all times the
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served and where the Securities may be presented for
payment.  The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any
time the Company shall fail so to designate any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations,  18 
   surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 10.2.  The Company may also designate from time to time one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided that no such designation or rescission shall in any manner relieve the
Company of its obligation so to designate as aforesaid an office or agency in
the State of New Jersey, or in the city of New York, New York, for such purposes.  The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.  The Company hereby designates the Trustees Corporate Trust Office in
Summit, New Jersey, as one such office or agency of the Company in accordance
with Section 2.3.  SECTION 3.3.Maintenance
and Inspection of Books and Records.  The Company will keep, and will cause each Subsidiary to keep, proper
books of record and account in which full, true and correct entries shall be
made of all dealings and transactions in relation to its business and
activities; and will permit and will cause each Subsidiary to permit, each
Qualified Holder (or its representative) at such Qualified Holders expense to
visit and inspect any of their respective properties, to examine and make
abstracts from their respective books of account and other records, and to
discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants, all for such reasonable purposes
and at such reasonable times as such Person shall request in writing to the
Company and as often as any such Person may reasonably request.  The right of inspection under this Section
3.3 shall not include the right to materials, or information or data: (i) which
the Company may not, in the opinion of counsel for the Company, disclose
pursuant to confidentiality restrictions under applicable law, regulation or
contract; or (ii) with respect to which such inspection or disclosure would
likely, in the opinion of counsel for the Company, cause the loss of an
attorney/client privilege.  SECTION 3.4.Corporate
Existence.  Subject to Article 4, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Subsidiary and the rights (charter and statutory)
and corporate franchises of the Company and its Subsidiaries; provided that the
Company shall not be required to preserve any such existence (except of the
Company), right or franchise if the Board of Directors of the Company, or of
the Subsidiary concerned, shall determine that the preservation thereof is no
longer desirable or necessary in the conduct of the business as presently
conducted of the Company or such Subsidiary and that the loss thereof is not
adverse in any material respect to the Holders or to the business, financial
prospects, results of operations or condition (financial or otherwise) of the
Company and its Subsidiaries taken as a whole.  19 
   SECTION 3.5.Compliance
with Laws.  The Company is a duly registered bank holding company under the Bank
Holding Company Act of 1956, as amended. 
The Company and each of its Subsidiaries possess all material
authorizations, approvals, orders, licenses, franchises, certificates and
permits of and from all foreign and domestic governmental regulatory officials
and bodies (including all applicable banking officials and bodies), necessary
to own or hold their respective properties and to conduct the respective
businesses in which they are engaged. 
Each such authorization, approval, order, license, franchise,
certificate and permit is valid and in full force and effect, and there is no
proceeding pending or threatened (and, to the best knowledge of the Company, no
basis for any such proceeding exists) which may lead to the revocation,
termination, suspension or non-renewal of any authorization, approval, order,
license, franchise, certificate or permit and there is no default thereunder.  SECTION 3.6.No
Violation or Contravention.  The execution and delivery by the Company of this Indenture, the
issuance, sale and delivery of the Securities and the performance by the
Company of its obligations hereunder and under the Securities, and the
consummation of the transactions contemplated hereby and under the Securities
have been duly authorized by all necessary corporate action on the part of the
Company and do not and will not violate any provision of the Charter Documents
of the Company or of any of its Subsidiaries, and do not and will not violate,
or conflict with, or constitute a default under, or permit the termination of,
or result in the creation of any lien, claim or encumbrance upon any property
of the Company or any of its Subsidiaries under, (i) any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental
authority, domestic or foreign, to which the Company or any of its Subsidiaries
or any of their respective properties may be subject, or (ii) any material
contract, indenture, mortgage, loan agreement, note, lease or other material
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which any of them may be bound, or to which any of their respective
properties may be subject, which conflict, default, termination or lien, claim
or encumbrance would have a material adverse effect upon the operations,
business, prospects, assets, properties or condition (financial or other) of
the Company and its subsidiaries taken as a whole.  SECTION 3.7.Notice of
Defaults.  (a)In
the event that any Indebtedness (in an amount which exceeds $5,000,000, whether
under a single agreement or in the aggregate) other than Indebtedness under any
Repurchase Agreement of the Company or any Subsidiary has been or could upon
the delivery of notice or passage of time or both be declared due and payable
before its maturity because of the occurrence of any  20 
   event or condition (including,
without limitation, any Default under this Indenture), the Company promptly
shall give written notice thereof to the Trustee.  (b)In
the event that the Company or any Subsidiary shall receive, with respect to any
Indebtedness (in an amount which exceeds $5,000,000) under any Repurchase
Agreement of the Company or any Subsidiary, a written notice from the other
party to such Repurchase Agreement clearly alleging a default under such
Repurchase Agreement which immediately enables, or would upon further notice or
lapse of time or both enable, such other party to declare such Indebtedness due
and payable before its maturity, the Company shall promptly give written notice
thereof to the Trustee.  SECTION 3.8.Compliance
Certificate.  The Company shall deliver to the Trustee within 90 days after the end
of each fiscal year of the Company, and within 45 days after the end of each
fiscal quarter of the Company, an Officers Certificate, which shall comply
with Section 10.5, and which shall: (a) state whether or not the signers know
of any Default, provided, if they do know of such a Default, the certificate
shall describe the Default and its status and the action that the Company is
taking or proposes to take with respect thereto; (b) state whether the Company
is in compliance with the covenants contained in Section 3.12; and (c) state
whether this Indenture is required to be qualified under the TIA.  The Company shall deliver to the Trustee, within 105 days after the end
of each of its fiscal years, an Accountants Certificate stating (a) that their
audit examination has included a review of the terms of this Indenture and the
Securities as they relate to accounting matters and (b) whether, during the
course of their audit examination, any Default has come to their attention and,
if such a Default has come to their attention, specifying the nature and period
of existence thereof, provided that the independent certified public
accountants delivering such Certificate shall not be liable in respect of such
statement by reason of any failure to obtain knowledge of any such Default that
would not be disclosed in the course of an audit examination conducted in
accordance with generally accepted auditing standards.  Promptly after any officer of the Company obtains knowledge of any
Default, and in any event within 10 Business Days thereafter, the Company shall
deliver an Officers Certificate to the Trustee describing such Default and its
status and the action that the Company is taking or proposes to take with
respect thereto.  SECTION 3.9.SEC
Reports.  The Company shall file with the Trustee, within 15 days after it files
them with the SEC, copies of the annual reports and of the information,
documents (including Forms 10-K, 10-Q and 8-K) and any other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe), if any, which the Company is required to file with the
SEC pursuant to  21 
   Section 13 or 15(d) of the
Exchange Act.  The Company also shall
comply with the other provisions of TIA sec. 314(a) whether or not this
Indenture is qualified under the TIA.  SECTION 3.10.Waiver of Stay,
Extension or Usury Laws.  The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, or plead, or in any manner whatsoever
claim, and shall resist any and all efforts to be compelled to take the benefit
or advantage of, any stay or extension law or any usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of and/or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it shall not hinder, delay or impede the
execution of any power herein granted to the Trustee but shall suffer and
permit the execution of every such power as though no such law had been
enacted.  SECTION 3.11.Payment of Taxes
and Other Claims.  The Company shall pay or discharge or cause to be paid or discharged,
before any penalty accrues thereon, (i) all income and other material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiaries and (ii) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a material Lien upon the property of the
Company or any Subsidiaries; provided that none of the Company or any
Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claims the amount, applicability
or validity of which is being contested in good faith by appropriate
proceedings and for which adequate provision has been made.  SECTION 3.12.Maintenance of Properties
and Insurance.  The Company shall cause all properties (except for such properties as
are not material in the aggregate to the operations, business, condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole)
owned by or leased to it or any Subsidiary and used or useful in the conduct of
its business or the business of such Subsidiary to be maintained and kept in
normal condition, repair and working order and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times.  The Company shall provide or cause to be provided, for itself and any
Subsidiaries of the Company, insurance (including appropriate self-insurance as
defined below) against loss or damage of the kinds customarily insured against
by corporations similarly situated and owning like properties, including, but
not limited to,  22 
   public liability insurance,
with reputable insurers or with the government of the United States of America
or an agency or instrumentality thereof, in such amounts, with such deductibles
and by such methods as shall be customary for corporations similarly situated
in the industry.  For purposes of the
foregoing, appropriate self-insurance means any self-insurance if, and only
to the extent that, such self-insurance is customarily effected by corporations
engaged in the same or similar businesses, similarly situated, and is otherwise
prudent in the circumstances and the Company or such Subsidiary maintains
adequate reserves with respect thereto.  Nothing in this Section shall prevent the Company from pledging any of
its assets (whether already owned or acquired after the date hereof) as
collateral security for the Indebtedness and Obligations of the Company.  SECTION 3.13.Liquidation.  The Company shall not adopt any plan of liquidation which provides for,
contemplates or the effectuation of which is preceded by (A) the sale, lease,
conveyance or other disposition of all or substantially all the assets of the
Company otherwise than substantially as an entirety in accordance with Article
4 and (B) the distribution of all or substantially all the proceeds of such
sale, lease, conveyance or other disposition and of the remaining assets of the
Company to holders of Common Stock of the Company, unless the Company shall in
connection with the adoption of such plan make provision for, or agree that
prior to making any liquidating distributions it will make provision for, the
satisfaction in full in cash of the Companys obligations hereunder and under
the Securities as to the payment of all principal of and premium, if any, and
interest on the Securities.  SECTION 3.14.Information.  (a)For
as long as any of the Securities remain outstanding and are Restricted
Securities, the Company covenants and agrees that it shall, during any period
in which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any holder or beneficial holder of Securities that continue to be
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Securities from such holder or beneficial holder, the
information specified in, and meeting the requirements of, Rule 144A(d)(4)
under the Securities Act.  (b)The
Company shall provide to each Qualified Holder a copy of each notice or
certificate required to be delivered by it to the Trustee pursuant to Section
3.7 or 3.8 and each Form 10-K or Form 10-Q delivered by it to the Trustee
pursuant to Section 3.9 concurrently with the delivery thereof to the Trustee.  23 
   ARTICLE 4  MERGER,
ETC.  SECTION 4.1.When
Company May Merge, etc.  The Company shall not consolidate or merge with or into, or sell,
assign, transfer, convey, lease or otherwise dispose of, directly or
indirectly, all or substantially all of its assets to, any Person unless:  (1)the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer or lease or conveyance or other disposition shall
have been made, is a corporation organized and existing under the laws of the
United States, any state thereof or the District of Columbia;  (2)the corporation formed by or surviving
any such consolidation or merger (if other than the Company), or to which such
sale, lease, conveyance or other disposition shall have been made, expressly
assumes by supplemental indenture the due and punctual payment or performance
of all the Obligations of the Company under the Securities and this Indenture;
and  (3)immediately before and immediately
after such transaction, and giving effect thereto, no Default shall have
occurred and be continuing.  The Company shall deliver to the Trustee prior to any proposed
transaction an Officers Certificate, an Opinion of Counsel and an Accountants
Certificate each stating that the proposed transaction and such supplemental
indenture comply with this Indenture.  SECTION 4.2.Successor
Corporation Substituted.  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets, of the Company in accordance with Section 4.1,
the successor corporation formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power and will be bound by
all obligations and covenants of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein and, in the case of any sale, assignment, transfer, conveyance or
disposition (other than a transfer or conveyance by way of lease), the Company
(which term shall for the purpose mean the Person named as the Company in the
first paragraph of this Indenture or any successor corporation which previously
shall have become liable in the manner prescribed in this Article 4) shall be
relieved of all obligations and covenants and shall no longer exercise any
rights or powers under this Indenture and the Securities.  24 
   ARTICLE 5  DEFAULTS AND
REMEDIES  SECTION 5.1.Events of
Default.  An Event of Default occurs if:  (i)the
Company defaults in the payment of interest on any Security when the same
becomes due and the default continues for a period of 20 days, whether or not
such payment shall be prohibited by the provisions of Article 9 hereof;  (ii)the
Company defaults in the payment of all or any part of the principal of (or
premium, if any, on) any Security when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise, whether or not such
payment shall be prohibited by the provisions of Article 9 hereof;  (iii)the
Company fails to comply with any of its other agreements or covenants in, or
provisions of, the Securities or this Indenture, and such failure continues for
the period and after the notice specified below;   (iv)a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any Subsidiary
which remains undischarged and unbonded for a period (during which execution
shall not be effectively stayed) of 60 days, provided that the aggregate of all
such judgments (to the extent not paid or covered by insurance as confirmed to
the Company and the Trustee in writing by the appropriate insurance carrier)
exceeds $5,000,000;  (v)(A)the entry by a court having jurisdiction in
the premises of (1) a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (2) a decree or
order adjudging the Company bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or State law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Company or of all or substantially all of its
assets, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or  (B)the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any  25 
   bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company of all or
substantially all of its assets or the taking of corporate action by the
Company in furtherance of any such action, or the failure generally of the
Company to pay its debts as the same become due or the making by the Company of
a general assignment for the benefit of its creditors; or  (vi)(A)the entry by a court having jurisdiction in
the premises of (1) a decree or order for relief in respect of any Significant
Subsidiary of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (2) a decree or order adjudging any such Significant Subsidiary
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of any
such Significant Subsidiary under any applicable Federal or State law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of any such Significant Subsidiary or of all or
substantially all of its assets, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days; or  (B)the
commencement by any Significant Subsidiary of the Company of a voluntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of any such Significant Subsidiary in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it to the filing
of such petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
any such Significant Subsidiary or of all or substantially all of its assets or
the taking of corporate action by any such Significant Subsidiary in
furtherance of any such action, or the failure generally of any such
Significant Subsidiary to pay its debts as the same become due or the making by
any Significant Subsidiary of a general assignment for the benefit of its
creditors; or  (vii)(A)(1)the
appointment by the Federal Deposit Insurance Corporation or the Board of
Governors of the Federal Reserve System (or other competent government agency
having primary regulatory authority over any Major Bank Subsidiary) under any
applicable Federal or State banking, insolvency or other  26 
   similar law now or hereafter in
effect of a receiver, conservator or other similar official for any Major Bank
Subsidiary or for all or substantially all of its assets or (2) the entry of a
decree or order in any case or proceeding under any applicable Federal or State
banking, insolvency or other similar law now or hereafter in effect adjudging
any Major Bank Subsidiary insolvent or bankrupt, or appointing any receiver,
conservator or other similar official for any Major Bank Subsidiary or for all
or substantially all of its assets, or ordering the winding up or liquidation
of its affairs; or  (B)(1)the
filing by any Major Bank Subsidiary with the Federal Deposit Insurance Company
or the Board of Governors of the Federal Reserve System (or other competent
government agency having primary regulatory authority over any Major Bank
Subsidiary) of a notice of voluntary liquidation or other similar action under
any applicable Federal or State banking, insolvency or other similar law now or
hereafter in effect or (2) the commencement by any Major Banking Subsidiary of
any case or proceeding under any applicable Federal or State banking,
insolvency or other similar law now or hereafter in effect to be adjudicated
insolvent or bankrupt or seeking the appointment of a receiver, conservator or
other similar official for any Major Bank Subsidiary or for all or
substantially all of its assets, or the consent by any Major Bank Subsidiary to
the entry of a decree or order in any case or proceeding under the Federal or
State banking, insolvency or other similar laws adjudging any Major Bank
Subsidiary insolvent or bankrupt, or appointing any receiver, conservator or
other similar official for any Major Bank Subsidiary or for all or
substantially all of its assets, or ordering the winding up or liquidation of
its affairs or the taking of any corporate action by any Major Bank Subsidiary
in furtherance of such action.  A Default
under clause (iii) of this Section 5.1 is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding notify the
Company and the Trustee in writing, of the Default, and the Company does not
cure the Default within 30 days after receipt of the notice.  The notice must specify the Default, demand
that it be remedied and state that the notice is a Notice of Default. Such
notice shall be given by the Trustee if so requested in writing by the Holders
of at least 25% in aggregate principal amount of the Securities then
outstanding.  Any notice required to be
delivered by the Trustee to the Company hereunder shall be given promptly after
the Trustee becomes aware of such Default or is requested by the Holders to
deliver such notice.  SECTION 5.2.Acceleration.  If an Event of
Default specified in clause (v) or (vii) of Section 5.1 occurs, the principal
of and accrued interest on the Securities shall become and be immediately due
and payable without any declaration or other act on the part of any
Holder.  The Holders of at least a
majority in aggregate principal amount of the Securities then outstanding by
written notice to the Trustee may  27 
   rescind an acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment
of principal of or interest on the Securities which have become due solely
because of the acceleration, have been cured or waived and (ii) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction.  No such waiver or
rescission shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.  SECTION 5.3.Other
Remedies.  If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of,
premium, if any, or interest on the Securities, to the extent that any of the
foregoing are then due and owing or to enforce the performance of any provision
of the Securities or this Indenture.  The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy hereunder shall not impair the right or remedy
or constitute a waiver thereof and no single or partial exercise thereof
precludes any other or further exercise thereof or the exercise of any other
right or privilege.  No right or remedy
provided herein is exclusive of any other right or remedy provided by law.  All rights and remedies are cumulative to
the extent permitted by law.  SECTION 5.4.Waiver of
Past Defaults.  Subject to
Sections 5.2, 5.7 and 8.2, the Holders of at least a majority in principal
amount of the Securities then outstanding by notice to the Trustee may waive on
behalf of the holders of all the Securities an existing Default and its
consequences, except a Default in the payment of the principal of, premium, if
any, or interest on any Security as specified in clauses (i) or (ii) of Section
5.1.  Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.  SECTION 5.5.Control by
Majority.  The Holders of
at least a majority in aggregate principal amount of the Securities then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it.  However, the Trustee
may refuse to follow any direction: (a) that conflicts with law or this
Indenture, (b) that the Trustee determines may be unduly prejudicial to the
rights of other Securityholders or (c) that may involve the Trustee in personal
liability against which the Trustee is not indemnified to its satisfaction.  28 
   SECTION 5.6.Limitation
on Suits.  No Holder of
any Security shall have any right by virtue or by availing itself of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder unless:  (i)the Holder gives
to the Trustee written notice of a continuing Event of Default;  (ii)the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding make
a written request to the Trustee to institute such action or proceeding in its
own name as trustee hereunder;  (iii)such Holders offer to
the Trustee indemnity satisfactory to the Trustee against any loss, liability,
cost or expense to be incurred therein or thereby;  (iv)the Trustee does not
comply with such request within 60 days after receipt of such notice, request
and the offer of indemnity;  (v)during such 60 day
period the Holders of at least a majority in principal amount of the Securities
then outstanding do not give the Trustee a direction inconsistent with the
request; and  (vi)no direction inconsistent
with such request shall have been given to the Trustee pursuant to Section 5.5.  A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain or seek to obtain a preference or priority over
another Securityholder or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Securities.  For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.  SECTION 5.7.Rights of
Holders to Receive Payment.  Notwithstanding
any other provision of this Indenture, except for the provisions of Article 9,
the right of any Holder of a Security to receive payment of principal of,
premium, if any, or interest on the Security on or after the respective due
dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.  29 
   SECTION 5.8.Collection
Suit by Trustee.  If an Event of
Default specified in Section 5.1(i) or (ii) occurs and is continuing, the
Trustee may in its own name or as trustee of an express trust, institute any
action or proceeding at law or in equity against the Company or any other
obligor upon the Securities for the collection of the whole amount of
principal, premium, if any, and accrued interest remaining unpaid on the
Securities, together with interest on overdue principal and, to the extent that
such payment is lawful, interest on overdue premium, if any, and installments
of interest, in each case at the rate then borne by the Securities, and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and prosecute any such action
or proceeding to judgment or final decree and enforce any such judgment or final
decree against the Company or any other obligor upon the Securities and collect
in the manner provided by law out of the property of the Company or any other
obligor upon the Securities, wherever situated, the moneys adjudged or decreed
to be payable.  SECTION 5.9.Trustee May
File Proofs of Claim.  The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same, and any trustee, receiver,
liquidator, custodian or similar official in any such judicial proceeding is
hereby authorized by each Securityholder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7 except as a result of negligence or bad faith.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.  All rights of
action and of asserting claims under this Indenture, or under any of the
Securities, may be enforced by the Trustee without the possession of any of the
Securities or the production thereof in any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each  30 
   predecessor Trustee and their
respective agents and attorneys, shall be for the ratable benefit of the
holders of the Securities.  In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the holders of the
Securities, and it shall not be necessary to make any holders of the Securities
parties to any such proceedings.  SECTION 5.10.Priorities.  If the Trustee
collects any money pursuant to this Article 5, it shall, subject to the
provisions of Article 9, pay out the money in the following order:  First:to
the Trustee for amounts due under Section 6.7;  Second:in
case the principal of the Securities shall not have become and be then due and
payable, to the payment of interest in default in the order of the maturity of
the installments of such interest, with interest upon the overdue installments
of interest at the same rate as the rate of interest specified in the
Securities, such payments to be made ratably to the person entitled thereto,
without discrimination or preference;  Third:in
case the principal of the Securities shall have become and shall be then due an
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities for principal and interest, with interest upon the overdue
principal, and upon overdue installments of interest at the same rate as the
rate of interest specified in the Securities; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Securities, then to the payment of such principal and interest, without preference
or priority of principal over interest, or of interest over principal, or of
any installment of interest over any other installment of interest, or of any
Security over any other Security, ratably to the aggregate of such principal
and accrued and unpaid interest; and  Fourth:to
the Company or any other obligors on the Securities, as their interests may
appear, or any other Person lawfully entitled thereto or as a court of
competent jurisdiction may direct.  The Trustee, upon prior written notice to the Company,  31 
   may fix a record date and
payment date for any payment to Securityholders pursuant to this Section 5.10.  SECTION 5.11.Undertaking for Costs.  In any suit
for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 5.11 does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 5.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.  ARTICLE 6  TRUSTEE  SECTION 6.1.Duties of
Trustee.  (a)If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.  (b)Except
during the continuance of an Event of Default:  (1)The Trustee undertakes to
perform only those duties that are specifically set forth in this Indenture or
the TIA and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.  (2)In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions delivered to the Trustee by the Company pursuant to
this Indenture and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture but need not confirm the
accuracy of mathematical computations.  (c)Notwithstanding
anything to the contrary herein contained, the Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:  (1)This paragraph does not
limit the effect of paragraph (b) of this Section 6.1.  32 
   (2)The Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent
facts.  (3)Except as otherwise
provided in Section 6.1(a), the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.5.  (d)Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of
this Section 6.1.  (e)No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee may refuse to perform any duty or
exercise any right or power unless it receives reasonable security or indemnity
against any loss, liability, cost or expense, including but not limited to the
legal fees and disbursements of its counsel.  (f)The
Trustee shall not be obligated to pay interest on any money received by it
unless otherwise agreed in writing with the Company.  Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law. The Trustee has no obligation
to invest monies held by it hereunder except pursuant to written instructions
received by the Trustee and signed by two officers of the Company.  SECTION 6.2.Rights of
Trustee.  (a)The
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.  (b)Before
the Trustee acts or refrains from acting, it may require an Officers
Certificate or an Opinion of Counsel or both. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith and without negligence in reliance on the Officers Certificate
or Opinion of Counsel.  (c)The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed and retained with due care.  (d)The
Trustee shall not be liable for any action it takes or omits to take in good
faith and without negligence which it reasonably believes to be authorized or
within the rights or powers conferred upon it by this Indenture.  (e)The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel as to matters of law shall be full and complete
authorization and protection in respect of any action taken, omitted or
suffered by it hereunder in  33 
   good faith and in accordance
with the advice or opinion of such counsel.  (f)Unless
otherwise specifically provided in the Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an
Officer of the Company.  (g)In
the event an opinion of counsel is required to be delivered pursuant to Section
2.6 at such time as the Trustee is not also the Registrar, then such opinion of
counsel shall also be satisfactory to the Trustee.  SECTION 6.3.Individual
Rights of Trustee.  The Trustee,
or any agent of the Company or the Trustee, in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company or an Affiliate with the same rights it would have if it were
not Trustee.  Any Agent may do the same
with like rights.  However, the Trustee
is subject to Sections 6.10 and 6.11.  SECTION 6.4.Trustees
Disclaimer.  The Trustee
makes no representation as to the validity or adequacy of this Indenture or the
Securities; it shall not be accountable for the Companys use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Companys direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or any statement in the Securities other than its certificate of
authentication.  SECTION 6.5.Notice of
Defaults.  If a Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Securityholders a notice of the Default within 90 days after the
occurrence thereof unless such Default shall have been cured before the giving
of such notice, provided that except in the case of a Default in the payment of
the principal of or interest on any Security (including any failure to make any
mandatory redemption payment required hereunder), the Trustee may withhold the
notice if and so long as the board of directors, executive committee or a trust
committee of directors and/or responsible officers of the Trustee in good faith
determines that withholding the notice is in the interests of Securityholders.  SECTION 6.6.Reports by
Trustee to Holders.  This Section
6.6 shall not be operative as part of this Indenture unless and until this
Indenture is qualified under the TIA and, until such qualification, this
Indenture shall be construed as if this Section 6.6 were not contained
herein.  The Company shall provide the
Trustee with written notice as promptly  34 
   as practical, but in any event
no later than 30 days before the date (if any) on which this Indenture is
expected to be qualified under the TIA.  Each calendar
year the Trustee, if required by the provisions of TIA sec. 313(a), shall mail
to Securityholders a brief report dated as of such reporting date that complies
with TIA sec. 313(a).  The Trustee also
shall comply with TIA sec. 313(b) and sec. 313(c).  A copy of each
report at the time of its mailing to Securityholders shall be mailed to the
Company and filed with the SEC and each securities exchange, if any, on which
the Securities are listed.  The Company
shall notify the Trustee in writing when the Securities are listed on any
securities exchange.  SECTION 6.7.Compensation
and Indemnity.  The Company
shall pay to the Trustee from time to time reasonable compensation for its
services.  The Trustees compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the
Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it in connection with the performance of its duties under this
Indenture including reasonable compensation, disbursements and expenses of the
Trustees agents and counsel.  The Company
shall indemnify the Trustee against any loss, liability, cost or expense
incurred by it arising out of or in connection with the performance of its
duties under this Indenture, except as set forth in the next paragraph.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  The Company shall defend such claim and the
Trustee shall cooperate in such defense. 
The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel.  The Company
need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee through negligence, willful misconduct or bad
faith.  The Company need not pay for any
settlement made by the Trustee without the Companys consent.  The Company will only withhold consent where
in good faith the Company believes there are reasonable grounds for withholding
consent.  The obligation
of the Company under this Section 6.7 to compensate the Trustee and to pay and
reimburse the Trustee for such expenses, disbursements and advances shall
constitute additional Indebtedness.  To secure the
Companys payment obligations in this Section, subject to the priorities set
forth in Section 5.10 hereof, the Trustee shall have a Lien prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay the principal of and interest on particular
Securities.  Such obligations shall
survive the satisfaction and discharge of the Indenture.  35 
   When the
Trustee incurs expenses or renders services after an Event of Default specified
in clause (v) and (vi) of Section 5.1 occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under
any bankruptcy law.  SECTION 6.8.Replacement
of Trustee.  A resignation
or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustees acceptance of appointment as
provided in this Section.  Subject to TIA
sec. 310(b), the Trustee may resign and be discharged from the trust hereby
created by so notifying the Company in writing, such resignation and discharge
to become effective as provided in the last paragraph of this Section.  The Holders of a majority in principal
amount of the then outstanding Securities may remove the Trustee by so
notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:  (i)the Trustee fails
to satisfy the requirements of Section 6.10;  (ii)the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any bankruptcy, insolvency, reorganization or
other similar law;  (iii)a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official or other public
officer takes charge of the Trustee or its property; or  (iv)the Trustee becomes
incapable of acting.  If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee by written
instrument, executed by the Board of Directors of the Company, one copy of
which instrument shall be delivered to the resigning or removed Trustee and one
copy to the successor Trustee.  The
Trustee shall be entitled to payment of its fees and reimbursement of its
expenses while acting as Trustee.  If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10%
in principal amount of the then outstanding Securities may petition any court
of competent jurisdiction for the appointment of a successor Trustee.  If the
Trustee, after written request by any Securityholder who has been a
Securityholder for at least 6 months, fails to comply with Section 6.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.  36 
   A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to all Securityholders. 
A retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the Lien provided for in Section 6.7.  Notwithstanding replacement of the Trustee
pursuant to this Section 6.8, the Companys obligations under Section 6.7 shall
continue for the benefit of the retiring Trustee.  SECTION 6.9.Successor
Trustee or Agent by Merger, etc.  If the Trustee
or an Agent consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee or
any Agent, subject, inter alia, to the provisions of Section 6.10.  SECTION 6.10.Eligibility;
Disqualification.  There shall at
all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America or of any state
or territory thereof or of the District of Columbia authorized under such laws
to exercise corporate trust powers, shall be subject to supervision or
examination by Federal or State authority and shall have a combined capital and
surplus of at least $100,000,000 as set forth in its most recent published
annual report of condition and shall not be the Company or any Subsidiary or
Affiliate of the Company.  This Indenture
shall always have a Trustee who satisfies the requirements of TIA sec.
310(a)(1).  The Trustee is subject to
and will comply at all times with TIA sec. 310(b) whether or not this Indenture
is then qualified under the TIA.  SECTION 6.11.Preferential
Collection of Claims Against the Company.  The Trustee
shall be subject to, and the Trustee shall at all times comply with, TIA sec.
311(a), excluding any creditor relationship listed in TIA sec. 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA sec. 11(a) to the extent indicated therein whether or
not this Indenture is then qualified under the TIA.  ARTICLE 7  DISCHARGE OF
INDENTURE  SECTION 7.1.Termination
of Companys Obligations.  The Securities
shall not be callable or redeemable by the  37 
   Company.  This Indenture shall cease to be of further
effect (except that the Companys obligations under Section 6.7 and the
Trustees and Paying Agents obligations under Section 7.3 shall survive) when
all outstanding Securities theretofore authenticated and issued have been
delivered (other than destroyed, lost or stolen Securities which have not been
replaced or paid) to the Trustee for cancellation and the Company has paid all
sums payable hereunder and under the Securities.  In addition, the Company may terminate all of its obligations
under this Indenture, other than its obligations under those Sections
specifically noted below, at any time within one year of the stated maturity of
the Securities if:  (1)(a)the Company
irrevocably deposits in trust with the Trustee cash or U.S. Government
Obligations (which shall not be callable or payable at the issuers option)
sufficient (in an opinion set forth in an Accountants Certificate delivered by
the Company to the Trustee) to pay, or which at maturity will be sufficient to
pay, principal, premium, if any, and interest on the Securities to and at
maturity and to pay all other sums payable by it hereunder, provided that the
Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of said principal, premium,
if any, and interest with respect to the Securities; and (b) provided such
deposit shall not cause the Trustee to have a conflicting interest for purposes
of the TIA, whether or not the Indenture shall then be qualified under the TIA;
and (c) no Event of Default pursuant to clause (v), (vi) or (vii) of Section
5.1 or event which with notice or lapse of time would become an Event of
Default pursuant to clause (v), (vi) or (vii) of Section 5.1 shall have
occurred and be continuing on the date of such deposit or during the period
ending 123 days after such date; and (d) the Company has delivered to the
Trustee (i) either (x) a ruling directed to the Trustee received from the
Internal Revenue Service to the effect that the Holders of the Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the Companys exercise of its option under this Section 7.1 and will be
subject to Federal income tax in the same manner and at the same times as would
have been the case if such option had not been exercised or (y) an Opinion of
Counsel to the same effect as the ruling described in clause (x) accompanied by
a ruling to that effect published by the Internal Revenue Service and (ii) an
Opinion of Counsel to the effect that (x) the trust funds will not be subject
to any rights of holders of Senior Indebtedness including without limitation
those arising under Article 9 of this Indenture, and (y) after the passage of
123 days following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors rights generally; and  38 
   (2)the Company delivers
to the Trustee an Officers Certificate stating that all of the provisions of
this Section 7.1 have been complied with, and an Opinion of Counsel, reasonably
satisfactory to the Trustee, to the same effect; and  (3)no Default shall have
occurred and be continuing on the date of such deposit.  Then, in such event, the
obligations of the Company under this Indenture shall cease to be of further
effect (except as provided in this paragraph) and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging confirmation of and discharge
under this Indenture.  The Company may
make the deposit only if Article 9 does not prohibit such payment.  However, the Companys obligations in
Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.13, 3.1, 3.2, 3.12, 6.7, 6.8, 7.1, 7.2 and
7.4 and the Trustees and Paying Agents obligations hereunder, including under
Section 7.3, shall survive until the Securities are no longer outstanding.
Thereafter, only the Companys and the Trustees obligations in Section 6.7 and
the Trustees and Paying Agents obligations in Section 7.3 shall survive.  After such irrevocable deposit made pursuant
to this Section 7.1 and satisfaction of the other conditions set forth in this
Section 7.1, the Trustee upon the written request signed by two Officers of the
Company shall acknowledge in writing the discharge of the Companys obligations
under this Indenture except for those surviving obligations specified above.  In order to
have money available on a payment date to pay principal or interest on the
Securities, the U.S. Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the
necessary cash.  SECTION 7.2.Application
of Trust Money.  The Trustee
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 7.1.  It shall apply
the deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
and interest on the Securities.  Money
and U.S. Government Obligations held in trust shall not be subject to Article
9.  SECTION 7.3.Repayment
to Company.  In connection
with the satisfaction and discharge of this Indenture, the Trustee and the
Paying Agent shall promptly pay to the Company upon written request any excess
money or Securities then held by them.  The Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for  39 
   two years after the date upon
which such payment shall have become due; provided that the Company shall have
first caused notice of such payment to be mailed to each Securityholder
entitled thereto no less than 30 days prior to such repayment.  After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.  If
any money is returned to the Company pursuant to this Section 7.3, the Company
agrees to be responsible for compliance with the escheat laws of the State of
New Jersey.  SECTION 7.4.Reinstatement.  If the Trustee
or Paying Agent is unable to apply any money in accordance with Section 7.2 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Companys obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 7.2 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 7.2; provided
that, if the Company has made any payment of principal of, premium, if any, or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.  ARTICLE 8  AMENDMENTS  SECTION 8.1.Without
Consent of Holders.  The Company
and the Trustee may amend this Indenture or the Securities without the consent
of any Securityholder:  (i)to cure any
ambiguity, defect or inconsistency;  (ii)to comply with
Section 4.1;  (iii)to provide for
uncertificated Securities in addition to or in place of certificated Securities;  (iv)to make any change that
does not adversely affect the rights hereunder of any Securityholder, except
changes that adversely affect the rights of any holders of Senior Indebtedness
under Article 9 or Sections 5.1, 5.2, or 5.9 unless the holders of such Senior
Indebtedness consent to the change; or  (v)to comply with the TIA
provided that, in the case of clause (i) through (iv) above, inclusive, the
Company has delivered to the Trustee an Opinion of Counsel stating that such
change does not adversely  40 
   affect the rights of any Securityholder.  After an amendment or waiver
under this Section 8.1 becomes effective, the Company shall mail to
Securityholders a notice briefly describing the amendment or waiver.  The Company
and the Trustee agree to amend this Indenture to the extent required in
connection with any registration of the Securities or New Securities under the
Securities Act and qualification of this Indenture (or a similar indenture)
under the TIA pursuant to the Registration Rights Agreement to effectuate such
registration and qualification as provided in the Registration Rights
Agreement.  SECTION 8.2.With
Consent of Holders.  Except as
provided below and subject to Sections 2.8 and 2.9, the Company and the Trustee
may amend this Indenture or the Securities with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Securities. Upon the written request of the Company signed by two Officers, accompanied
by a resolution of the Board of Directors of the Company authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Securityholders as aforesaid, the
Trustee, subject to Section 8.6, shall join with the Company in the execution
of such supplemental indenture.  It shall not
be necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment or waiver, but it shall be sufficient
if such consent approves the substance thereof.  An amendment under this Section may not make any change that
adversely affects the rights of any holders of Senior Indebtedness under
Article 9 or Sections 5.1, 5.2 or 5.9 unless the holders of such Senior
Indebtedness consent to the change.  After an
amendment or waiver under this Section 8.2 becomes effective, the Company shall
mail to the Holder of each Security affected thereby a notice briefly
describing the amendment or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.  The Holders of at least a
majority in principal amount of the Securities then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Securities.  Without the
consent of each Securityholder affected, however, an amendment or waiver under
this Section may not:  (i)change the amount
of Securities whose Holders must consent to an amendment or waiver;  (ii)reduce the rate of or
change the time for payment of interest including, without limitation, default
interest and additional interest payable pursuant to the Registration Rights
Agreement on any Security;  41 
   (iii)reduce the principal of
any Security or change the time for payment thereof;  (iv)make any Security payable
in money other than that stated in the Security;  (v)make any change in
Section 5.4, 5.7 or the first or fourth paragraphs of this Section 8.2;  (vi)make any change in
Article 9 that adversely affects in any manner the rights of any
Securityholder; or  (vii)waive a Default in the
payment of principal of or interest on, or premium, if any, with respect to,
any Security.  SECTION 8.3.Compliance
with Trust Indenture Act.  Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect whether or
not this Indenture is then qualified under the TIA.  The Trustee shall be entitled to receive and rely upon an opinion
of counsel as to whether any such supplemental indenture complies with the TIA.  SECTION 8.4.Revocation
and Effect of Consents.  (a)Until
an amendment or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the
consenting Holders Security, even if notation of the consent is not made on
any Security.  However, any such Holder
or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives written notice of revocation before the date
on which the Trustee receives an Officers Certificate certifying that the
Holders of the requisite principal amount of Securities have consented to such
amendment or waiver.  An amendment or
waiver becomes effective upon receipt by the Trustee of such Officers
Certificate and the written consents from the Holders of the requisite
percentage in principal amount of Securities.  (b)The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to consent to an amendment or waiver.  If a record date is fixed, then
notwithstanding the second and third sentence of paragraph (a) of this Section
8.4, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such amendment or waiver or to revoke any consent previously given, whether or
not such Persons continue to be Holders after such record date.  No such consent to an amendment or waiver
shall be valid or effective, if granted more than 120 days after such record
date.  (c)After
an amendment or waiver becomes effective, it  42 
   shall bind every
Securityholder, unless it is of the type described in clauses (i) through (vii)
of Section 8.2. In such case, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder that evidences the same
debt as the consenting Holders security.  SECTION 8.5.Notation on
or Exchange of Securities.  Upon the
Companys written request, the Trustee shall place an appropriate notation
provided by the Company about an amendment or waiver on any Security thereafter
authenticated.  The Company in exchange
for all Securities may issue, and the Trustee shall authenticate, new
Securities that reflect the amendment or waiver.  SECTION 8.6.Trustee to
Sign Amendments, etc.  The Trustee
shall sign any amendment hereto or supplemental indenture authorized pursuant
to this Article 8 if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not, sign it.  In determining whether to sign such
amendment or supplemental indenture the Trustee shall be entitled to receive
and shall be fully protected in relying upon, an Officers Certificate and an
Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.  The Company
may not sign an amendment hereto or supplemental indenture until the Board of
Directors approves it.  ARTICLE 9  SUBORDINATION  SECTION 9.1.Securities
Subordinated to Senior Indebtedness.  Notwithstanding
the provisions of Sections 5.2 and 5.3, the Company covenants and agrees, and
the Trustee and each Holder of the Securities by his acceptance thereof
(whether upon original issue or upon transfer, assignment or exchange thereof)
likewise covenants and agrees, that all payments of the principal of, premium,
if any, and interest on, the Securities by the Company shall be subordinated in
accordance with the provisions of this Article 9 to the prior payment in full,
in cash or cash equivalents, of all amounts payable under Senior Indebtedness.  SECTION 9.2.Priority
and Payment Over of Proceeds in Certain Events.  (a)Upon
any payment or distribution of assets or securities of the Company, as the case
may be, of any kind or character, whether in cash, property or securities, upon
any disso- lution or winding up or total or partial liquidation or reorgani-
zation of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts payable under Senior
Indebtedness shall first be paid in  43 
   full in cash, or payment
provided for in cash or cash equivalents, before the Holders or the Trustee on
behalf of the Holders shall be entitled to receive any payment of principal of
premium, if any, or interest on the Securities or distribution of any assets or
securities.  Before any payment may be
made by the Company of the principal of, and premium, if any, or interest on
the Securities upon any such dissolution or winding up or liquidation or
reorganization, any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders or the Trustee on their behalf would be entitled, except for
the provisions of this Article 9, shall be made by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, directly to the holders of the Senior
Indebtedness or their representatives or to the trustee under any indenture
under which the Senior Indebtedness may have been issued to the extent
necessary to pay all such Senior Indebtedness in full after giving effect to
any concurrent payment or distribution to the holders of such Senior Indebtedness
except that the Securityholders would be entitled to receive securities that
are subordinated to Senior Indebtedness to at least the same extent as the
Securities.  (b)No
direct or indirect payment by or on behalf of the Company of principal of, premium,
if any, or interest on the Securities whether pursuant to the terms of the
Securities or upon acceleration of otherwise shall be made and no Securities
may be acquired by the Company for cash or property if at the time of such
payment or acquisition there exists a default in the payment of all or any
portion of principal of, premium, if any, or interest on any Senior
Indebtedness when due and payable, and such default shall not have been cured
or waived or the benefits of this sentence waived by or on behalf of the
holders of such Senior Indebtedness.  (c)In
the event that, notwithstanding the foregoing provision prohibiting such
payment or distribution, the Trustee or any Holder shall have received any
payment on account of the principal of, premium, if any, or interest on the
Securities (other than as permitted by paragraphs (a) and (b) of this Section
9.2) at a time when such payment is prohibited by this Section 9.2 and before
the principal or, premium, if any, and interest on Senior Indebtedness is paid
in full or provision made for such payment then and in such event (subject to
the provisions of Section 9.8) such payment or distribution shall be received
and held in trust for the holders of Senior Indebtedness and, upon written
notice delivered within 30 days after such payment was received by the Trustee,
shall be paid over to the holders of such Senior Indebtedness or the
representative of the holders of such Senior Indebtedness and pursuant to the
directions of such representatives, shall be paid over or delivered to the
holders of the Senior Indebtedness remaining unpaid, but only to the extent
necessary to pay in full in cash or cash equivalents the principal of, and
premium, if any, and interest on such Senior Indebtedness in accordance with
its terms after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.  44 
   Nothing
contained in this Article 9 shall limit the right of the Trustee or the Holders
of Securities to take any action to accelerate the maturity of the Securities
pursuant to Section 5.2 or to pursue any rights or remedies hereunder or
otherwise permitted by applicable law, subject to the rights under paragraphs
(a), (b) and (c) above of holders of Senior Indebtedness to receive cash,
property or securities otherwise payable or deliverable to the Holders of the
Securities.  Upon any
payment or distribution of assets or securities referred to in this Article 9,
the Trustee and the Holders shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending and upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
(excluding the Company) making any such payment or distribution, delivered to
the Trustee for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of Senior Indebtedness and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 9.  SECTION 9.3.Payments
May Be Paid Prior to Dissolution.  Nothing
contained in this Article 9 or elsewhere in this Indenture shall prevent (i)
the Company, except under the conditions described in Section 9.2, from making
payments at any time for the purpose of making such payments of principal of,
premium, if any, and interest on the Securities in accordance with the
provisions of this Indenture and the Securities, or from depositing with the
Trustee any moneys for such payments, or (ii) the application by the Trustee
(subject to the conditions contained in Section 9.2) of any moneys deposited
with it for the purpose of making such payments of principal of, premium, if
any, and interest on the Securities, to the Holders entitled thereto unless at
least one Business Day prior to the day upon which such payment would otherwise
(except for the prohibitions contained in Section 9.2) become due and payable,
the Trustee shall have received the written notice provided for in Section
9.2(c) or in Section 9.9.  The Company
shall give prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Company.  SECTION 9.4.Rights of
Holders of Senior Indebtedness Not to be Impaired.  No right of
any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act in good faith by any such holder, or by
any noncompliance by the Company, with the terms and provisions and covenants
herein regardless of any knowledge thereof any such holder may have or
otherwise be charged with.  The provisions
of this Article 9 are intended to be for the benefit of, and shall be
enforceable directly by the holders of  45 
   the Senior Indebtedness,
without any act or notice of acceptance hereof or reliance hereon.  SECTION 9.5.Authorization
to Trustee to Take Action to Effectuate Subordination.  Each Holder of
Securities by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate, as
between the holders of Senior Indebtedness and the Holders, the subordination
as provided in this Article 9 and appoints the Trustee his attorney-in-fact for
any and all such purposes.  SECTION 9.6.Subrogation.  Upon the
payment in full of all amounts payable under or in respect of the Senior
Indebtedness, the Holders shall be subrogated equally and ratably to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of assets of the Company made on such Senior Indebtedness until the Securities
shall be paid in full; and for the purposes of such subrogation, no payments or
distributions to holders of such Senior Indebtedness of any cash, property or
securities to which Holders of the Securities would be entitled except for the
provisions of this Article 9 and no payment over pursuant to the provisions of
this Article 9 to holders of such Senior Indebtedness by the Holders, shall, as
between the Company, its creditors other than holders of such Senior
Indebtedness and the Holders, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 9 are solely for the purpose of defining the relative rights of
the holders of such Senior Indebtedness, on the one hand, and the Holders, on
the other hand.  If any payment
or distribution to which the Holders would otherwise have been entitled but for
the provisions of this Article 9 shall have been applied, pursuant to the
provisions of this Article 9, to the payment of all amounts payable under the
Senior Indebtedness, then and in such case, the Holders shall be entitled to
receive from the holders of such Senior Indebtedness at the time outstanding
any payments or distributions received by such holders of Senior Indebtedness
in excess of the amount sufficient to pay all amounts payable under or in
respect of the Senior Indebtedness in full.  SECTION 9.7.Obligations
of Company Unconditional.  Nothing
contained in this Article 9 or elsewhere in this Indenture or in any Security
is intended to or shall impair, as between the Company and the Holders, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders the principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their terms
and the terms hereof or is intended to or shall affect the relative rights of
the Holders and creditors of the Company other than the holders of the Senior
Indebtedness, nor  46 
   shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture,
subject to the rights, if any, under this Article 9 of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.  SECTION 9.8.Article 10
Not a Bar to Events of Default.  The failure to
make a payment on account of principal of, premium, if any, or interest on the
Securities by reason of any provision of this Article 9 shall not be construed
as preventing the occurrence of an Event of Default under Section 5.1.  SECTION 9.9.Trustee
Entitled to Assume Payment Not Prohibited in Absence of Notice.  Neither the
Trustee nor the Paying Agent shall at any time be charged with the knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee or the Paying Agent or the taking of any other action by the
Trustee, unless and until the Trustee or Paying Agent shall have received
written notice thereof from the Company or one or more holders of Senior
Indebtedness or from any trustee or agent therefor; and, prior to the receipt
of any such written notice, the Trustee or Paying Agent shall be entitled to
assume conclusively that no such facts exist. 
Unless at least one Business Day prior to the date on which by the terms
of this Indenture any moneys are to be deposited by the Company with the
Trustee or any Paying Agent (whether or not in trust) for any purpose
(including, without limitation, the payment of the principal premium, if any,
or the interest on any Security), the Trustee or Paying Agent shall have
received with respect to such moneys the written notice provided for in the
preceding sentence, the Trustee or Paying Agent shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary
which may be received by it on or after such date.  Nothing contained in this Section 9.9 shall limit the right of
the holders of Senior Indebtedness to recover payments as contemplated by
Section 9.2.  The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of such Senior Indebtedness or a
trustee on behalf of any such holder.  SECTION 9.10.Right of Trustee
to Hold Senior Indebtedness.  Subject to TIA
sec. 310(b) and 311, the Trustee and any Agent shall be entitled to all of the
rights set forth in this Article 9 in respect of any Senior Indebtedness at any
time held by it to the same extent as any other holder of such Senior
Indebtedness and nothing in this Indenture shall be construed to deprive the
Trustee or any Agent of any of its rights as such holder.  47 
   SECTION 9.11.Trustee not
Fiduciary for Holders of Senior Indebtedness.  The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holder if it shall mistakenly
pay over or distribute to Securityholders or the Company or any other person
monies or assets to which any holders of Senior Indebtedness shall be entitled
by virtue of this Article Nine or otherwise.  ARTICLE 10  MISCELLANEOUS  SECTION 10.1.Trust Indenture
Act Controls.  Notwithstanding
any other provision of this Indenture, if any provision of this Indenture
limits, qualifies or conflicts with another provision which would be deemed to
be included in this Indenture by the TIA if this Indenture were or shall become
a qualified Indenture under the TIA, the required provision of the TIA shall
control whether or not this Indenture is then so qualified.  SECTION 10.2.Notices.  Any notice or
communication to the Company or the Trustee is duly given if in writing and
delivered in person or transmitted by first-class mail (registered or
certified, return receipt requested) or by telecopier (confirmed by first-class
mail) or overnight air courier guaranteeing next day delivery to the address
set forth below:  If to the
Company:  HUBCO, Inc. 3100
Bergenline Avenue Union City,
New Jersey 07087 Attention:
Kenneth T. Neilson, President Telecopy No.:
201-348-3493  If to the
Trustee:  Summit Bank 367
Springfield Avenue Summit, New
Jersey  07901 Attention:
Corporate Trust Department Telecopy No.:
(908) 522-0624  The Company or the Trustee by
notice to the others may designate additional or different addresses for
subsequent notices or communications.  Any notice or
communication to a Securityholder shall be mailed by first-class mail to his
address shown on the register kept the Registrar.  Failure to mail a notice or communication to a Securityholder or
any defect in such notice or communication  48 
   shall not affect its
sufficiency with respect to other Securityholders.  If a notice or
communication is mailed or sent in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except
that notice to the Trustee or the Company shall only be effective upon receipt
thereof by the Trustee or the Company.  If the Company
mails a notice or communication to Securityholders, it shall mail a copy to the
Trustee and each Agent at the same time.  SECTION 10.3.Communication by
Holders with Other Holders.  Securityholders
may communicate pursuant to TIA sec. 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA sec. 312(c), whether or not this
Indenture is qualified under the TIA.  SECTION 10.4.Certificate and
Opinion as to Conditions Precedent.  Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall deliver to the Trustee:  (i)an Officers
Certificate (which shall include the statements set forth in Section 10.5)
stating that, in the opinion of the signers, all conditions precedent and
covenants, compliance with which constitutes a condition precedent, if any,
provided for in this Indenture relating to the proposed action or inaction have
been complied with; and  (ii)an Opinion of Counsel
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.5) stating that, in the opinion of such counsel, all such
conditions precedent and covenants, compliance with which constitutes a
condition precedent, if any, provided for in this Indenture relating to the
proposed action or inaction have been complied with.  SECTION 10.5.Statements
Required in Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:  (i)a statement that
the Person making such certificate or opinion has read such covenant or
condition;  (ii)a brief statement as
to the nature and  49 
   scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;  (iii)a statement that, in the
opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and  (iv)a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with.  SECTION 10.6.Rules by Trustee
and Agents.  The Trustee
may make reasonable rules for action by or a meeting of Securityholders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.  SECTION 10.7.Legal Holidays.  If a payment
date is a Legal Holiday, payment may be made on the next Business Day, and,
except in the case of the date on which the final payment of principal is to be
made, no interest on the amount payable on such payment date shall accrue for
the intervening period.  SECTION 10.8.Duplicate
Originals.  The parties
may sign any number of copies of this Indenture.  One signed copy is enough to prove this Indenture.  SECTION 10.9.Governing Law.  THIS INDENTURE
AND EACH SECURITY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY
APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN THE STATE OF NEW JERSEY,
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS RULES THEREOF.  SECTION 10.10.No Adverse
Interpretation of Other Agreements.  This Indenture
may not be used to interpret another indenture, loan or debt agreement of the
Company or any Subsidiary. Any such indenture, loan or debt agreement may not
be used to interpret this Indenture.  SECTION 10.11.Successors.  All agreements
of the Company in this Indenture and the Securities shall bind its
successor.  All agreements of the
Trustee in this Indenture shall bind its successor.  SECTION 10.12.Severability.  In case any
provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the  50 
   validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.  SECTION 10.13.No Recourse Against
Others.  No director,
officer, employee, stockholder, Subsidiary or Affiliate, as such, of the
Company shall have any liability for any obligations of the Company under the
Securities or this Indenture.  Each
Securityholder by accepting a Security waives and releases such liability.  The waiver and release are part of the
consideration for the issue of the Securities.  SECTION 10.14.Table of Contents,
Headings, etc.  The Table of
Contents, Cross Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.  SECTION 10.15.Counterpart Originals.  This Indenture
may be signed in two or more counterparts. Each signed copy shall be an
original, but all of them together represent the same agreement.  IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed and,
where appropriate, their respective corporate seals to be hereunto affixed and
attested, all as of January 14, 1994.  Dated:
  January 14,
  1994
  HUBCO, INC.By:
  s\KENNETH T. NEILSONDated:
  January 14,
  1994
  SUMMIT BANKBy:
  s\JOSEPH
  MATE   51 
   EXHIBIT A-1 [Face of Security] CUSIP No.  No.
  
  $  THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT) OR ANY OTHER APPLICABLE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF HUBCO, INC. (THE COMPANY) THAT THIS
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IN A TRANSACTION COMPLYING WITH REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE
WITH RULE 144 (IF AVAILABLE) OR RULE 145 UNDER THE SECURITIES ACT, (5) IN
RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES (2), (3), (4),
(5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR OF A
CERTIFICATION OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF EACH OF
CLAUSES (3), (4) AND (5) ABOVE TO THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE
SECURITIES REGISTERED IN ITS NAME (OR IN ITS NOMINEES NAME) ON THE BOOKS
MAINTAINED BY THE REGISTRAR, AND IN THE CASE OF CLAUSE (5) ABOVE TO RECEIPT OF
AN OPINION (IN SUBSTANTIALLY THE FORM OF EXHIBIT C TO THE INDENTURE REFERRED TO
BELOW OR OTHERWISE SATISFACTORY TO THE COMPANY AND THE REGISTRAR) OF COUNSEL
EXPERIENCED IN SECURITIES MATTERS (AND WHICH COUNSEL MAY BE AN EMPLOYEE OF THE
TRANSFEROR) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES.  HUBCO, INC. 7.75% SUBORDINATED DEBENTURE DUE JANUARY 15, 2004  HUBCO, INC., a
corporation organized and existing under the laws of the State of New Jersey,
promises to pay
to                  or
its registered assigns, the principal sum of
$               on
January 15, 2004.  Interest Payment Dates:
  
  January 15
  and July 15 beginning July 15, 1994Record Dates:
  
  January 1
  and July 1  HUBCO, INC.Dated:
  By:By:   (SEAL)  THE DEBENTURES ARE NOT DEPOSITS
OF HUBCO, INC. OR OF ANY BANKING SUBSIDIARY THEREOF AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT  52 
   INSURANCE CORPORATION OR ANY
OTHER FEDERAL AGENCY.  A-1-2  TRUSTEES CERTIFICATE OF AUTHENTICATION  This is one of
the Securities described in the within-mentioned Indenture.  SUMMIT BANK,
  as TrusteeDated:By:Authorized Signature  A-1-3  [Back of Security]  HUBCO, INC.  7.75% Subordinated Debenture due 2004   1.Interest.  HUBCO, INC., a New Jersey corporation (the
Company), promises to pay interest on the principal amount of this Security
at the interest rate per annum shown above. 
The Company shall pay interest semiannually on January 15 and July 15 of
each year (each an Interest Payment Date), commencing July 15, 1994.  Interest on the Securities shall accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from January 14, 1994.  The Company
shall pay interest including interest that accrues after or would accrue but
for the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Company to the extent that such
interest is an allowed claim enforceable against the debtor in a bankruptcy
case under Title 11 of the U.S. Code on overdue principal at the rate then
borne by the Securities; it shall pay interest including interest that accrues
after or would accrue but for the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of the Company
to the extent that such interest is an allowed claim enforceable against the
debtor in a bankruptcy case under Title 11 of the U.S. Code on overdue premium,
if any, and installments of interest at the same rate to the extent legally
permitted.  Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.  2.Method
of Payment.  The Company shall pay
interest on this Security (except defaulted interest) to the Person who is the
registered holder of this Security at the close of business on the Record Date
immediately preceding the Interest Payment Date.  Payments of principal, premium, if any, and interest shall be
made (i) upon application to the Trustee by the Holder or Holders of at least
U.S. $500,000 in aggregate principal amount of definitive Securities not later
than ten days prior to the relevant Record Date or date of maturity, by wire
transfer in immediately available funds to a U.S.  53 
   dollar account maintained and
designated to the Trustee by such Holder or Holders with a bank in the United
States and (ii) by check mailed to the Holders registered address if no
application is made on a timely basis pursuant to (i) above.  The holder must surrender this Security at
the office of the Paying Agent to collect payments of principal and premium, if
any.  The Company shall pay principal,
premium, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private
debts.  If a payment date is a Legal
Holiday, payment may be made on the next Business Day, and, except on the case
of the date on which the final payment of principal is made, no interest on the
amount payable on such payment date shall accrue for the intervening period.  A-1-4  3.Paying
Agent and Registrar.  Initially, the
Trustee shall act as Paying Agent and Registrar.  The Company may change any Paying Agent, Registrar or
co-registrar and shall provide notice of any such change to each
Securityholder.  The Company or any of
its Subsidiaries or Affiliates may act in any such capacity.  4.Indenture;
Limitations.  This Security is one of
the Securities issued by the Company under an Indenture dated as of January 14,
1994 (the Indenture) between the Company and Summit Bank (the
Trustee).  The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. sec. 77aaa-77bbbb) (the
TIA) as amended and in effect on the date of the Indenture or, if this
Indenture is qualified under the TIA, from and after the date of such
qualification, the TIA as amended and in effect at the date of
qualification.  The Securities are
subject to all such terms, the description herein of the rights of the Holder
of this Security is qualified in its entirety by the provisions of the
Indenture and Securityholders are referred to the Indenture and the TIA for a
statement of such terms.  The Securities
are general unsecured obligations of the Company and limited to $25,000,000 in
aggregate principal amount.  The
Indenture imposes certain limitations on the ability of the Company or the
Trustee, as the case may be, to make payments in respect of the Securities
under certain circumstances. Capitalized terms used in this Security and not
defined in this Security shall have the meanings set forth in the Indenture.  5.Denominations,
Transfer, Exchange.  The Securities
initially were issued in global form. 
Such global security represents such of the outstanding Securities as
shall be specified therein or endorsed thereon in accordance with the
Indenture.  The Securities are in
registered or global form without coupons and only in denominations of $100,000
and integral multiples of $100,000.  The
transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture.  The
Registrar may require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  In
addition, a Security presented or surrendered for registration of transfer or
exchange for another Security must be accompanied by a certification in the
form provided in the Indenture and in the case of a transfer of a Security in
reliance on an exemption from the registration requirements of the Securities
Act, other than Rule 144A, 144 or 145 or Regulation S, an opinion of  54 
   counsel experienced in
securities matters (and which counsel may be an employee of the transferor) in
the form provided in the Indenture or otherwise satisfactory to the Company and
the Registrar.  6.Persons
Deemed Owners.  The registered holder of
a Security may be treated as its owner for all purposes.  7.Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for two years after the date upon which  A-1-5  such payment
shall have become due; provided that the Company shall have first caused notice
of such payment to be mailed to each Securityholder entitled thereto no less
than 30 days prior to such repayment, the Trustee and the Paying Agent shall
pay the money back to the Company at its request.  After that, Securityholders entitled to the money must look to
the Company for payment unless an abandoned property law designates another
Person and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.  8.Discharge
Prior to Maturity.  The Securities shall
not be callable or redeemable by the Company. 
If within one year of the stated maturity of the Securities the Company
deposits with the Trustee cash or U.S. Government Obligations (which shall not
be callable or payable at the issuers option) sufficient (in an opinion set
forth in an Accountants Certificate delivered by the Company to the Trustee)
to pay principal of, premium, if any, and accrued interest on the Securities to
and at maturity, and all other amounts payable under the Indenture, the Company
shall be discharged from the Indenture and the Securities, except for certain
sections thereof and subject to certain conditions.  the Indenture or the Securities
may be amended with the consent of the holders of at least a majority in
principal amount of the then outstanding Securities, and any existing default
may be waived with the consent of the holders of a majority in principal amount
of the then outstanding Securities. 
Without the consent of any Securityholder, the Indenture or the
Securities may be amended to cure any ambiguity, defect or inconsistency, to
provide for the assumption of the obligations of the Company under the
Indenture by a successor corporation to the extent permitted under the
Indenture, to provide for uncertificated Securities in addition to or in place
of certificated Securities, to make any change that does not adversely affect
the rights of any Securityholder, except certain changes that adversely affect
rights of any holders of Senior Indebtedness or to comply with the TIA.  10.Subordination.  The Securities are subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture)
of the Company whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed. 
Each Securityholder by his acceptance hereof agrees to be bound by such
provisions and authorizes and expressly directs the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such  55 
   purpose.  11.Defaults
and Remedies.  An Event of Default is:
default for 20 days in payment of interest on the Securities; default in
payment of all or any part of principal or premium, if any, on the  A-1-6  Securities
when due at maturity, upon acceleration or otherwise; failure by the Company
for the period specified in the Indenture after notice to it to perform certain
covenants and to comply with any of its other agreements in the Indenture or
the Securities; certain final judgments which remain undischarged; certain
events of bankruptcy or insolvency; and certain other events.  If an Event of Default due to certain events
of bankruptcy or insolvency as described in the Indenture occurs and is
continuing, the principal of and accrued interest on the Securities shall
become and be due and payable immediately. 
Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities.  Subject to
certain limitations, holders of a majority in principal amount of the then
outstanding Securities may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Securityholders notice of any continuing default (except a default in payment
of principal or interest) if it determines that withholding notice is in their
interests.  The Company must furnish
annual and quarterly compliance certificates to the Trustee.  12.Trustee
Dealings with Company.  The Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Company, its Subsidiaries or its
Affiliates, as if it were not Trustee.  13.No
Recourse Against Others.  A director,
officer, employee or shareholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture.  Each Securityholder by
accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.  14.Authentication.  This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.  15.Abbreviation.  Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as:  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).  16.CUSIP
Numbers.  Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities as a
convenience to the holders of such Securities. 
No representation is made as to the accuracy of such numbers as printed
on the Securities, and reliance may be placed only on the other  56 
   identification numbers printed
thereon.  A-1-7  17.Legend
Required.  Except as otherwise provided
in the Indenture, each certificate evidencing the Securities shall bear a
legend in substantially the form set forth on the face of this Security.  18.Registration
Rights Agreement.  The Securities are
issued subject to the Registration Rights Agreement.  As provided in the Registration Rights Agreement, the Company is
obligated on or prior to a date (the Additional Interest Date) that is 180
days after the date of issuance of the Securities (the Closing Date) (i) to
file and cause to become effective with the SEC a registration statement on an
appropriate form (the Exchange Registration Statement) with respect to a
proposed offer (the Registered Exchange Offer) to the holders of the
Securities, and (ii) to commence the Registered Exchange Offer and cause the
same to remain open for a period of not less than the period required under
applicable Federal and state law, to provide the Securityholders the opportunity
to exchange any and all of the Securities for a like aggregate principal amount
of debt securities of the Company that are substantially identical to the
Securities.  If the Exchange
Registration Statement shall not have been filed and become effective and the
Registered Exchange Offer commenced on or before the Additional Interest Date,
then on that date and thereafter interest on the Securities shall be increased
by one percent (1.00%) per annum.  Such additional
interest shall cease to accrue on the date on which the Exchange Registration
Statement is filed and declared effective and a Registered Exchange Offer
commenced or, in certain circumstances, a shelf registration statement is filed
and has been declared effective pursuant to the Registration Rights
Agreement.  This description of the
Registration Rights Agreement is only a summary and is qualified in its
entirety by reference to the detailed provisions in the Registration Rights
Agreement.  A-1-8  ASSIGNMENT FORM  To assign this Debenture, fill
in the form below and have your signature guaranteed:  For value received, I or we
assign and transfer this Debenture to   (Insert
  assignees social security or tax I.D. No.  57 
   (Print or
  type assignees name, address and zip code) and irrevocably appoint
[                       ]
agent to transfer this Debenture on the books of the Company.  The agent may substitute another to act for
him.   Date:
  
  
  Your
  Signature:(Sign
  exactly as your name appears in the Debenture)Signature
  Guaranteed:   EXHIBIT A-2 CUSIP No. 404382AB9 No. R-1
  
  [Face of Security]
  
  $25,000,000
  Unless and
until it is exchanged in whole or in part for Securities in definitive form,
this Security may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.  Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water Street, New
York, New York) (DTC), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.  THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT) OR ANY OTHER APPLICABLE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF HUBCO, INC. (THE COMPANY) THAT THIS
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IN A TRANSACTION COMPLYING WITH REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE
WITH RULE 144 (IF AVAILABLE) OR RULE 145 UNDER THE SECURITIES ACT, (5) IN
RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES (2), (3), (4),
(5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR OF A  58 
   CERTIFICATION OF THE TRANSFEROR
TO SUCH EFFECT AND IN THE CASE OF EACH OF CLAUSES (3), (4) AND (5) ABOVE TO THE
DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR
IN ITS NOMINEES NAME) ON THE BOOKS MAINTAINED BY THE REGISTRAR, AND IN THE
CASE OF CLAUSE (5) ABOVE TO RECEIPT OF AN OPINION (IN SUBSTANTIALLY THE FORM OF
EXHIBIT C TO THE INDENTURE REFERRED TO BELOW OR OTHERWISE SATISFACTORY TO THE
COMPANY AND THE REGISTRAR) OF COUNSEL EXPERIENCED IN SECURITIES MATTERS (AND
WHICH COUNSEL MAY BE AN EMPLOYEE OF THE TRANSFEROR) TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS IN ANY APPLICABLE STATE OF THE
UNITED STATES.  HUBCO, INC. 7.75% SUBORDINATED DEBENTURE DUE JANUARY 15, 2004  HUBCO, INC., a
corporation organized and existing under the laws of the State of New Jersey,
promises to pay to Cede & Co.  or
its registered assigns, the principal sum of Twenty-five Million Dollars or
such amount as shall be the outstanding principal amount hereof after (i)
subtracting the aggregate principal amount of any definitive Securities issued
upon transfer of or in exchange for a portion or portions hereof and (ii)
adding the aggregate principal amount of any definitive Securities cancelled
upon transfer or exchange for a resulting portion or portions hereof on January
15, 2004.  Interest Payment Dates:
  
  January 15
  and July 15 beginning July 15, 1994Record Dates:
  
  January 1
  and July 1  HUBCO, INC.Dated:
  January      , 1994
  By:By:  (SEAL)  A-2-2  THE DEBENTURES ARE NOT DEPOSITS
OF HUBCO, INC. OR OF ANY BANKING SUBSIDIARY THEREOF AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY.  A-2-3  TRUSTEES CERTIFICATE OF AUTHENTICATION   This is one of
the Securities described in the within-mentioned Indenture.  SUMMIT BANK,
  as TrusteeDated:
  
  , 1994By:Authorized Signature  59 
   A-2-4  [Back of Security]  HUBCO, INC.  7.75% Subordinated Debenture due 2004   1.Interest.  HUBCO, INC., a New Jersey corporation (the
Company), promises to pay interest on the principal amount of this Security
at the interest rate per annum shown above. 
The Company shall pay interest semiannually on January 15 and July 15 of
each year (each an Interest Payment Date), commencing July 15, 1994.  Interest on the Securities shall accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from January 14, 1994.  The
Company shall pay interest including interest that accrues after or would
accrue but for the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of the Company to the
extent that such interest is an allowed claim enforceable against the debtor in
a bankruptcy case under Title 11 of the U.S. Code on overdue principal at the
rate then borne by the Securities; it shall pay interest including interest
that accrues after or would accrue but for the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company to the extent that such interest is an allowed
claim enforceable against the debtor in a bankruptcy case under Title 11 of the
U.S. Code on overdue premium, if any, and installments of interest at the same
rate to the extent legally permitted. 
Interest shall be computed on the basis of a 360-day year of twelve
30-day months.  2.Method
of Payment.  The Company shall pay
interest on this Security (except defaulted interest) to the Person who is the
registered holder of this Security at the close of business on the Record Date
immediately preceding the Interest Payment Date.  This being the Global Security (as defined in the Indenture
referred to below) deposited with DTC acting as depositary and registered in
the name of Cede & Co. (Cede), a nominee of DTC, Cede, as holder of
record of this Global Security shall be entitled to receive payments of
principal and interest by wire transfer of immediately available funds to a
U.S. dollar account maintained by Cede with a bank in the United States.  The holder must surrender this Security at
the office of the Paying Agent to collect payments of principal and premium, if
any.  The Company shall pay principal,
premium, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private
debts.  If a payment date is a Legal
Holiday, payment may be made on the next Business Day, and, except on the case
of the date on which the final payment of principal is made, no interest on the
amount payable on such payment date shall accrue for the intervening period.  3.Paying
Agent and Registrar.  Initially, the
Trustee shall act as Paying Agent and Registrar.  The Company may change any Paying Agent, Registrar or
co-registrar and shall provide notice of any such change to each
Securityholder.  The Company or any of
its Subsidiaries or Affiliates may act in any such capacity.  60 
   A-2-5  4.Indenture;
Limitations.  This Security is one of
the Securities issued by the Company under an Indenture dated as of January 14,
1994 (the Indenture) between the Company and Summit Bank (the
Trustee).  The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. sec. 77aaa-77bbbb) (the
TIA) as amended and in effect on the date of the Indenture or, if this
Indenture is qualified under the TIA, from and after the date of such
qualification, the TIA as amended and in effect at the date of
qualification.  The Securities are
subject to all such terms, the description herein of the rights of the Holder
of this Security is qualified in its entirety by the provisions of the
Indenture and Securityholders are referred to the Indenture and the TIA for a
statement of such terms.  The Securities
are general unsecured obligations of the Company and limited to $25,000,000 in
aggregate principal amount.  The Company
irrevocably undertakes to the holder hereof to exchange this Global Security in
accordance with the terms of the Indenture in whole or in part without charge
upon request of such holder for definitive Securities upon delivery hereof to
the Registrar together with any certificates, letters or writings required in
Section 2.6 of the Indenture.  Upon any
exchange or transfer of all or a portion of this Global Security for definitive
Securities, or upon any exchange or transfer of definitive Securities for an
interest in this Global Security, in accordance with the terms of the
Indenture, this Global Security shall be endorsed to reflect the change of the
principal amount evidenced hereby as provided for in Section 2.6(g) of the
Indenture.  The Indenture imposes
certain limitations on the ability of the Company or the Trustee, as the case
may be, to make payments in respect of the Securities under certain
circumstances.  Capitalized terms used
in this Security and not defined in this Security shall have the meanings set
forth in the Indenture.  5.Denominations,
Transfer, Exchange.  This global
security represents such of the outstanding Securities as shall be specified
herein or endorsed hereon in accordance with the Indenture. The aggregate
amount of outstanding Securities represented hereby may from time to time be
reduced to reflect exchanges.  The
Securities initially were issued in global form.  The Securities are in registered or global form without coupons
and only in denominations of $100,000 and integral multiples of $100,000.  The transfer of Securities may be registered
and Securities may be exchanged as provided in the Indenture.  The Registrar may require a holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.  In addition, a Security presented or
surrendered for registration of transfer or exchange for another Security must
be accompanied by a certification in the form provided in the Indenture and in
the case of a transfer of a Security in reliance on an exemption from the
registration requirements of the Securities Act, other than Rule 144A, 144 or
145 or Regulation S, an opinion of counsel experienced in securities matters
(and which counsel may be an employee of the transferor) in the form provided
in the Indenture or otherwise satisfactory to the Company and the Registrar.  A-2-6  61 
   6.Persons
Deemed Owners.  The registered holder of
a Security may be treated as its owner for all purposes.  7.Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for two years after the date upon which
such payment shall have become due; provided that the Company shall have first
caused notice of such payment to be mailed to each Securityholder entitled
thereto no less than 30 days prior to such repayment, the Trustee and the
Paying Agent shall pay the money back to the Company at its request.  After that, Securityholders entitled to the
money must look to the Company for payment unless an abandoned property law
designates another Person and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.  8.Discharge
Prior to Maturity.  The Securities shall
not be callable or redeemable by the Company. 
If within one year of the stated maturity of the Securities the Company
deposits with the Trustee cash or U.S. Government Obligations (which shall not
be callable or payable at the issuers option) sufficient (in an opinion set
forth in an Accountants Certificate delivered by the Company to the Trustee)
to pay principal of, premium, if any, and accrued interest on the Securities to
and at maturity, and all other amounts payable under the Indenture, the Company
shall be discharged from the Indenture and the Securities, except for certain
sections thereof and subject to certain conditions.  9.Amendments
and Waivers.  Subject to certain
exceptions, the Indenture or the Securities may be amended with the consent of
the holders of at least a majority in principal amount of the then outstanding
Securities, and any existing default may be waived with the consent of the
holders of a majority in principal amount of the then outstanding
Securities.  Without the consent of any
Securityholder, the Indenture or the Securities may be amended to cure any
ambiguity, defect or inconsistency, to provide for the assumption of the
obligations of the Company under the Indenture by a successor corporation to
the extent permitted under the Indenture, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to make any
change that does not adversely affect the rights of any Securityholder, except
certain changes that adversely affect rights of any holders of Senior
Indebtedness or to comply with the TIA.  10.Subordination.  The Securities are subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture)
of the Company whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed. 
Each Securityholder by his acceptance hereof agrees to be bound by such
provisions and authorizes and expressly directs the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purpose.  A-2-7  11.Defaults
and Remedies.  An Event of Default is:
default for 20 days in payment of interest on the Securities; default in
payment of all or any part of principal or premium, if any, on the  62 
   Securities when due at
maturity, upon acceleration or otherwise; failure by the Company for the period
specified in the Indenture after notice to it to perform certain covenants and
to comply with any of its other agreements in the Indenture or the Securities;
certain final judgments which remain undischarged; certain events of bankruptcy
or insolvency; and certain other events. 
If an Event of Default due to certain events of bankruptcy or insolvency
as described in the Indenture occurs and is continuing, the principal of and
accrued interest on the Securities shall become and be due and payable
immediately.  Securityholders may not
enforce the Indenture or the Securities except as provided in the
Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities.  Subject to certain
limitations, holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from
Securityholders notice of any continuing default (except a default in payment
of principal or interest) if it determines that withholding notice is in their
interests.  The Company must furnish
annual and quarterly compliance certificates to the Trustee.  12.Trustee
Dealings with Company.  The Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Company, its Subsidiaries or its
Affiliates, as if it were not Trustee.  13.No
Recourse Against Others.  A director,
officer, employee or shareholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture.  Each Securityholder by
accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.  14.Authentication.  This Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.  15.Abbreviation.  Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as:  A-2-8  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).  16.CUSIP
Numbers.  Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities as a
convenience to the holders of such Securities. 
No representation is made as to the accuracy of such numbers as printed
on the Securities, and reliance may be placed only on the other identification
numbers printed thereon.  17.Legend
Required.  Except as otherwise provided
in the Indenture, each certificate evidencing the Securities shall bear a
legend in substantially the form set forth on the face of this Security.  63 
   18.Registration
Rights Agreement.  The Securities are
issued subject to the Registration Rights Agreement.  As provided in the Registration Rights Agreement, the Company is
obligated on or prior to a date (the Additional Interest Date) that is 180
days after the date of issuance of the Securities (the Closing Date) (i) to
file and cause to become effective with the SEC a registration statement on an
appropriate form (the Exchange Registration Statement) with respect to a
proposed offer (the Registered Exchange Offer) to the holders of the
Securities, and (ii) to commence the Registered Exchange Offer and cause the
same to remain open for a period of not less than the period required under
applicable Federal and state law, to provide the Securityholders the
opportunity to exchange any and all of the Securities for a like aggregate
principal amount of debt securities of the Company that are substantially
identical to the Securities.  If the
Exchange Registration Statement shall not have been filed and become effective
and the Registered Exchange Offer commenced on or before the Additional
Interest Date, then on that date and thereafter interest on the Securities
shall be increased by one percent (1.00%) per annum.  Such additional interest shall cease to accrue on the date on
which the Exchange Registration Statement is filed and declared effective and a
Registered Exchange Offer commenced or, in certain circumstances, a shelf
registration statement is filed and has been declared effective pursuant to the
Registration Rights Agreement.  This
description of the Registration Rights Agreement is only a summary and is
qualified in its entirety by reference to the detailed provisions in the Registration
Rights Agreement.  A-2-9  ASSIGNMENT FORM  To assign this Debenture, fill
in the form below and have your signature guaranteed:  For value received, I or we
assign and transfer this Debenture to   (Insert
  assignees social security or tax I.D. No.(Print or
  type assignees name, address and zip code) and irrevocably appoint
[                  ]
agent to transfer this Debenture on the books of the Company.  The agent may substitute another to act for
him.  64 
   Date:
  
  
  Your
  Signature:(Sign
  exactly as your name appears in the Debenture)Signature
  Guaranteed:  A-2-10  SCHEDULE OF EXCHANGES FOR DEFINITIVE SECURITIES  The following exchanges of a
part of this Global Security for definitive Securities have been made:  Date of
  Exchange
  
  Amount of
  decrease in
  Principal
  Amount of
  this Global
  Security
  
  Amount of
  increase in
  Principal
  Amount of
  this Global
  Security
  
  Principal
  Amount of
  this Global
  Security
  following
  such decrease
  (or increase)
  
  Signature
  of
  authorized
  officer of
  Trustee or
  Securities
  custodian  EXHIBIT B  CERTIFICATE TO BE DELIVERED
UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES  Re:7.75%
Subordinated Debentures due 2004 of Hubco, Inc. (the Securities)  This
Certificate relates to
$          principal amount
of Securities held in
*          book-entry or
*          definitive form by
the undersigned (the Transferor).  The Transferor*:  has requested the Registrar or co-registrar by written order to deliver
in exchange for its beneficial interest in the Global Security held by the
depository a Security or Securities in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its
beneficial interest in such Global Security (or the portion thereof indicated
above); or  has requested the Registrar or co-registrar by written order to
register
$              (U.S.)
principal amount of Securities which are held in the form of definitive
Securities in the name of the undersigned and which have been delivered to the
Registrar or co- registrar for exchange of such Securities for a beneficial
interest in the Global Security.  In
connection with such request and in respect of such Securities, the Transferor
does hereby certify that it is a qualified institutional buyer as defined
below.  has requested the Registrar or co-registrar by written order to
exchange or register the transfer of a Security or Securities.  65 
   In connection
with such request and in respect of each such Security, the Transferor does
hereby certify as follows:*  Upon registration of such transfer, each beneficial owner of the
Securities will be a qualified institutional buyer (as defined in Rule 144A
under the Securities Act of 1933, as amended (the Securities Act)), and each
such person has been advised that the Securities have been resold, pledged or
otherwise transferred to it in reliance upon Rule 144A;  Each person in whose name the Securities are to be registered upon
transfer (or, in the case of a transfer to a nominee, each beneficial owner of
such Securities) has been advised that such notes have been resold, pledged or
otherwise transferred to it in reliance upon Regulation S under the Securities
Act, and each such person has been advised and has confirmed to the Transferor
that the sale, pledge or other transfer has been made in compliance with the
provisions of Regulation S and the address of such person is an address outside
the United States (as defined in Regulation S);  Such Security is being transferred pursuant to Rule 144 or Rule 145
under the Securities Act or pursuant to an effective registration statement
under the Securities Act;  A-2-12  Such Security is being transferred in reliance on an exemption from the
registration requirements of the Securities Act other than the exemptions
specified above.  An opinion (in
substantially the form of Exhibit C to the Indenture or otherwise satisfactory
to the Company and the Registrar) of counsel experienced in securities matters
(which counsel may be an employee of the transferor), to the effect that such
transfer does not require registration under the Securities Act and is in
compliance with any applicable securities laws of the applicable state,
accompanies this Certificate.   [INSERT NAME
  OF TRANSFEROR]By:  Date:  
 * Check applicable box in the
case of a transfer of securities.  EXHIBIT C  [FORM OF OPINION OF COUNSEL] [Letterhead of Counsel]  [Date]  Hubco, Inc. 3100 Bergenline Avenue Union City, NJ  07087  [                                         ],  66 
   as Registrar  [                                         ], [                                         ],  Re:$ 25,000,000 Principal
Amount of 7.75%
Subordinated Debentures due 2004 of HUBCO, Inc.  Gentlemen:  [Name of
transferor] has requested that we deliver this opinion to you in connection
with the transfer (the Transfer) to [name of transferee] (the Transferee)
of the above-referenced debentures (the Debentures) of Hubco, Inc.  In connection
with this opinion, we have relied upon a certificate of an officer of the
Transferee, a copy of which is annexed hereto, and have made such other
investigation as we deem necessary or appropriate to enable us to render the
opinion set forth below.  On the basis
of the foregoing and in reliance thereon, and assuming that the Debentures
issued to the Transferee in connection with the Transfer each contain a legend
stating that the Debentures have not been registered under the Securities Act
of 1933, as amended (the Act), and may not be sold or transferred in the
absence of registration or an exemption therefrom under said Act, we are of the
opinion that the Transfer does not require registration under the Act and the
Indenture pursuant to which the Debentures have been issued is not required to
be qualified under the Trust Indenture Act of 1939, as amended.  Our opinion
herein is limited to United States federal law and the blue sky laws of
[             ]
and we assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction. This opinion is furnished by us
solely for your benefit, and is not to be otherwise used, circulated or relied
upon without our express written consent.  Very truly yours,   CROSS-REFERENCE TABLE  HUBCO, INC.  Trust
  Indenture
  Act Section
  
  Indenturesec.310(a)(1)
  
  6.10(a)(2)
  
  6.10(a)(3)
  
  Not Applicable(a)(4)
  
  Not
  Applicable(b)
  
  6.8; 6.10;
  9.10(c)
  
  Not
  Applicablesec.311(a)
  
  6.11(b)
  
  6.11(c)
  
  Not
  Applicablesec.312(a)
  
  2.5  67 
   (b)
  
  10.3(c)
  
  10.3sec.313(a)
  
  6.6(b)(1)
  
  Not Applicable(b)(2)
  
  6.6(c)
  
  6.6; 10.2(d)
  
  6.6sec.314(a)
  
  3.9; 10.2(b)
  
  Not
  Applicable(c)(1)
  
  10.4(c)(2)
  
  10.4(c)(3)
  
  Not
  Applicable(d)
  
  Not
  Applicable(e)
  
  10.5(f)
  
  3.8sec.315(a)
  
  6.1(b)(b)
  
  6.5(c)
  
  6.1(d)
  
  6.1(e)
  
  5.11sec.316(a)(last
  sentence)
  
  2.8(a)(l)(A)
  
  5.5(a)(l)(B)
  
  5.4(a)(2)
  
  Not
  Applicable(b)
  
  5.7sec.317(a)(1)
  
  5.6(a)(2)
  
  5.6(b)
  
  2.4sec.318(a)
  
  10.1  
 Note: This Cross-Reference
Table shall not, for any purpose, be deemed to be a part of the Indenture.  TABLE OF CONTENTS  ARTICLE
  1DEFINITIONS
  AND INCORPORATION BY REFERENCESECTION
  1.1.
  
  Definitions.SECTION
  1.2.
  
  Incorporation
  by Reference of Trust Indenture Act.SECTION
  1.3.
  
  Rules
  of Construction.ARTICLE
  2THE
  SECURITIESSECTION
  2.1.
  
  Form
  and Dating.SECTION
  2.2.
  
  Execution
  and Authentication.SECTION
  2.3.
  
  Registrar
  and Paying Agent.SECTION
  2.4.
  
  Paying
  Agent to Hold Money in Trust.SECTION
  2.5.
  
  Securityholder
  Lists.SECTION
  2.6.
  
  Registration
  of Transfer and Exchange.SECTION
  2.7.
  
  Replacement
  Securities.SECTION
  2.8.
  
  Outstanding
  Securities.SECTION
  2.9.
  
  Treasury
  Securities.SECTION
  2.10.
  
  Temporary
  Securities.SECTION
  2.11.
  
  Cancellation.SECTION
  2.12.
  
  CUSIP
  Numbers.SECTION
  2.13.
  
  Defaulted
  and Additional Interest.ARTICLE
  3COVENANTSSECTION
  3.1.
  
  Payment
  of Securities.SECTION
  3.2.
  
  Maintenance
  of Office or Agency.SECTION
  3.3.
  
  Maintenance
  and Inspection of Books and Records.SECTION
  3.4.
  
  Corporate
  Existence.SECTION
  3.5.
  
  Compliance
  with Laws.SECTION
  3.6.
  
  No
  Violation or Contravention.SECTION
  3.7.
  
  Notice
  of Defaults.SECTION
  3.8.
  
  Compliance
  Certificate.SECTION
  3.9.
  
  SEC
  Reports.SECTION
  3.10.
  
  Waiver
  of Stay, Extension or Usury Laws.SECTION
  3.11.
  
  Payment
  of Taxes and Other Claims.SECTION
  3.12.
  
  Maintenance
  of Properties and Insurance.SECTION
  3.13.
  
  Liquidation.SECTION
  3.14.
  
  Information.ARTICLE
  4MERGER,
  ETC.SECTION
  4.1.
  
  When
  Company May Merge, etc.SECTION
  4.2.
  
  Successor
  Corporation Substituted.ARTICLE
  5DEFAULTS AND REMEDIESSECTION
  5.1.
  
  Events
  of Default.SECTION
  5.2.
  
  Acceleration.SECTION
  5.3.
  
  Other
  Remedies.SECTION
  5.4.
  
  Waiver
  of Past Defaults.SECTION
  5.5.
  
  Control
  by Majority.SECTION
  5.6.
  
  Limitation
  on Suits.SECTION
  5.7.
  
  Rights
  of Holders to Receive Payment.SECTION
  5.8.
  
  Collection
  Suit by Trustee.SECTION
  5.9.
  
  Trustee
  May File Proofs of Claim.SECTION
  5.10.
  
  Priorities.SECTION 5.11.
  
  Undertaking for Costs.ARTICLE
  6TRUSTEESECTION
  6.1.
  
  Duties
  of Trustee.SECTION
  6.2.
  
  Rights
  of Trustee.SECTION
  6.3.
  
  Individual
  Rights of Trustee.SECTION
  6.4.
  
  Trustees
  Disclaimer.SECTION
  6.5.
  
  Notice
  of Defaults.SECTION
  6.6.
  
  Reports
  by Trustee to Holders.SECTION
  6.7.
  
  Compensation
  and Indemnity.SECTION
  6.8.
  
  Replacement
  of Trustee.SECTION
  6.9.
  
  Successor
  Trustee or Agent by Merger, etc.SECTION
  6.10.
  
  Eligibility;
  Disqualification.SECTION
  6.11.
  
  Preferential
  Collection of Claims Against the Company.  68 
   ARTICLE
  7DISCHARGE OF INDENTURESECTION
  7.1.
  
  Termination
  of Companys Obligations.SECTION
  7.2.
  
  Application
  of Trust Money.SECTION
  7.3.
  
  Repayment
  to Company.SECTION
  7.4.
  
  Reinstatement.ARTICLE
  8AMENDMENTSSECTION
  8.1.
  
  Without
  Consent of Holders.SECTION
  8.2.
  
  With
  Consent of Holders.SECTION
  8.3.
  
  Compliance
  with Trust Indenture Act.SECTION
  8.4.
  
  Revocation
  and Effect of Consents.SECTION
  8.5.
  
  Notation
  on or Exchange of Securities.SECTION
  8.6.
  
  Trustee
  to Sign Amendments, etc.ARTICLE
  9SUBORDINATIONSECTION
  9.1.
  
  Securities
  Subordinated to Senior Indebtedness.SECTION
  9.2.
  
  Priority
  and Payment Over of Proceeds in Certain Events.SECTION
  9.3.
  
  Payments
  May Be Paid Prior to Dissolution.SECTION
  9.4.
  
  Rights
  of Holders of Senior Indebtedness Not to be Impaired.SECTION
  9.5.
  
  Authorization
  to Trustee to Take Action to Effectuate Subordination.SECTION
  9.6.
  
  Subrogation.SECTION
  9.7.
  
  Obligations
  of Company Unconditional.SECTION
  9.8.
  
  Article
  10 Not a Bar to Events of Default.SECTION
  9.9.
  
  Trustee
  Entitled to Assume Payment Not Prohibited in Absence of Notice.SECTION
  9.10.
  
  Right
  of Trustee to Hold Senior Indebtedness.SECTION
  9.11.
  
  Trustee
  not Fiduciary for Holders of Senior Indebtedness.ARTICLE
  10MISCELLANEOUSSECTION
  10.1.
  
  Trust
  Indenture Act Controls.SECTION
  10.2.
  
  Notices.SECTION
  10.3.
  
  Communication
  by Holders with Other Holders.SECTION
  10.4.
  
  Certificate
  and Opinion as to Conditions Precedent.SECTION
  10.5.
  
  Statements
  Required in Certificate or Opinion.SECTION
  10.6.
  
  Rules
  by Trustee and Agents.SECTION
  10.7.
  
  Legal
  Holidays.SECTION
  10.8.
  
  Duplicate
  Originals.SECTION
  10.9.
  
  Governing
  Law.SECTION
  10.10.
  
  No
  Adverse Interpretation of Other Agreements.SECTION
  10.11.
  
  Successors.SECTION
  10.12.
  
  Severability.SECTION
  10.13.
  
  No
  Recourse Against Others.SECTION
  10.14.
  
  Table
  of Contents, Headings, etc.SECTION
  10.15.
  
  Counterpart
  Originals.  69