AMENDED AND RESTATED

                         TRUST AGREEMENT

                              among

           BROAD NATIONAL BANCORPORATION, as Depositor,

                      BANKERS TRUST COMPANY
                       as Property Trustee,

                               and

                    BANKERS TRUST (DELAWARE),
                       as Delaware Trustee

                    Dated as of June 30, 1997

                        BNB CAPITAL TRUST


<PAGE>


                        BNB CAPITAL TRUST

       Certain Sections of this Trust Agreement relating to
                 Sections 310 through 318 of the
                   Trust Indenture Act of 1939:


Trust Indenture Section                   Trust Agreement Section

Section   310(a)(1). . . . . . . . . . . . . . . . . . . . . .8.7
          (a)(2) . . . . . . . . . . . . . . . . . . . . . . .8.7
          (a)(3) . . . . . . . . . . . . . . . . . . . . . . .8.9
          (a)(4) . . . . . . . . . . . . . . . . . . . 2.7(a)(ii)
          (b). . . . . . . . . . . . . . . . . . . .8.8, 10.10(b)
Section   311(a) . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
          (b). . . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
Section   312(a) . . . . . . . . . . . . . . . . . . . . 10.10(b)
          (b). . . . . . . . . . . . . . . . . . . .10.10(b), (f)
          (c). . . . . . . . . . . . . . . . . . . . . . . . .5.7
Section   313(a) . . . . . . . . . . . . . . . . . . . . .8.15(a)
          (a)(4) . . . . . . . . . . . . . . . . . . . . 10.10(c)
          (b). . . . . . . . . . . . . . . . . .8.15(c), 10.10(c)
          (c). . . . . . . . . . . . . . . . . . . 10.8, 10.10(c)
          (d). . . . . . . . . . . . . . . . . . . . . .10.10(c)`
Section   314(a) . . . . . . . . . . . . . . . . . 8.16, 10.10(d)
          (b). . . . . . . . . . . . . . . . . . . Not Applicable
          (c)(1) . . . . . . . . . . . . . . .8.17, 10.10(d), (e)
          (c)(2) . . . . . . . . . . . . . . . . . .10.10(d), (e)
          (c)(3) . . . . . . . . . . . . . . .8.17, 10.10(d), (e)
          (e). . . . . . . . . . . . . . . . . . . 8.17, 10.10(e)
Section   315(a) . . . . . . . . . . . . . . . . . . . . . 8.1(d)
          (b). . . . . . . . . . . . . . . . . . . . . . . . .8.2
          (c). . . . . . . . . . . . . . . . . . . . . . . 8.1(c)
          (d). . . . . . . . . . . . . . . . . . . . . . . 8.1(d)
          (e). . . . . . . . . . . . . . . . . . . Not Applicable
Section   316(a) . . . . . . . . . . . . . . . . . Not Applicable
          (a)(1)(A). . . . . . . . . . . . . . . . Not Applicable
          (a)(1)(B). . . . . . . . . . . . . . . . Not Applicable
          (a)(2) . . . . . . . . . . . . . . . . . Not Applicable
          (b). . . . . . . . . . . . . . . . . . . . . . . . 5.13
          (c). . . . . . . . . . . . . . . . . . . . . . . . .6.7
Section   317(a)(1). . . . . . . . . . . . . . . . Not Applicable
          (a)(2) . . . . . . . . . . . . . . . . . . . . . . 8.14
          (b). . . . . . . . . . . . . . . . . . . . . . . . .5.1
Section   318(a) . . . . . . . . . . . . . . . . . . . . 10.10(a)

Note: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of the Trust Agreement.





<PAGE>



                        TABLE OF CONTENTS

                                                             Page

ARTICLE I DEFINED TERMS. . . . . . . . . . . . . . . . . . . . .1
          SECTION 1.1.  Definitions. . . . . . . . . . . . . . .1

ARTICLE II        CONTINUATION OF THE ISSUER TRUST. . . . . . . 9
          SECTION 2.1.  Name.. . . . . . . . . . . . . . . . . .9
          SECTION 2.2.  Office of the Delaware Trustee; Principal
                                   Place of Business.. . . . . .9
          SECTION 2.3.  Initial Contribution of Trust Property,
                                   Organizational Expenses.. . .9
          SECTION 2.4.  Issuance of the Preferred Securities.. .9
          SECTION 2.5.  Issuance of the Common Securities;
                                   Subscription and Purchase of
                                   Junior
                                        Subordinated Debentures.10
          SECTION 2.6.  Declaration of Trust.. . . . . . . . . 10
          SECTION 2.7.  Authorization to Enter into Certain
                                   Transactions. . . . . . . . 11
          SECTION 2.8.  Assets of Trust. . . . . . . . . . . . 13
          SECTION 2.9.  Title to Trust Property. . . . . . . . 13

ARTICLE III                        PAYMENT ACCOUNT . . . . . . 13
          SECTION 3. 1.  Payment Account.. . . . . . . . . . . 13

ARTICLE IV                         DISTRIBUTIONS; REDEMPTION . 13
          SECTION 4.1.  Distributions. . . . . . . . . . . . . 13
          SECTION 4.2.  Redemption.. . . . . . . . . . . . . . 14
          SECTION 4.3.  Subordination of Common Securities.. . 16
          SECTION 4.4.  Payment Procedures.. . . . . . . . . . 16
          SECTION 4.5.  Tax Returns and Reports. . . . . . . . 16
          SECTION 4.6.  Payment of Taxes; Duties, Etc. of the
                                   Issuer Trust. . . . . . . . 17
          SECTION 4.7.  Payments under Indenture or Pursuant to
                                   Direct Actions. . . . . . . 17
          SECTION 4.8.  Liability of the Holder of Common
                                   Securities. . . . . . . . . 17

ARTICLE V TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . 17
          SECTION 5.1.  Initial Ownership. . . . . . . . . . . 17
          SECTION 5.2.  The Trust Securities Certificates. . . 17
          SECTION 5.3.  Execution and Delivery of Trust
                                   Securities Certificates.. . 18
          SECTION 5.4.  Global Preferred Security. . . . . . . 18
          SECTION 5.5.  Registration of Transfer and Exchange
                                   Generally; Certain Transfers
                                   and Exchanges;
                                   Preferred Securities
                                   Certificates. . . . . . . . 19
          SECTION 5.6.  Mutilated, Destroyed, Lost or Stolen
                                   Trust Securities Certificates.20
          SECTION 5.7.  Persons Deemed Holders.. . . . . . . . 20
          SECTION 5.8.  Access to List of Holders' Names and
                                   Addresses.. . . . . . . . . 20
          SECTION 5.9.  Maintenance of Office or Agency. . . . 20
          SECTION 5.10.  Appointment of Paying Agent.. . . . . 21
          SECTION 5.11.  Ownership of Common Securities by
                                   Depositor.. . . . . . . . . 21
          SECTION 5.12.  Notices to Clearing Agency. . . . . . 21
          SECTION 5.13.  Rights of Holders.. . . . . . . . . . 21

ARTICLE VI               ACTS OF HOLDERS; MEETINGS; VOTING . . 23
          SECTION 6.1.  Limitations on Holder's Voting Rights. 23
          SECTION 6.2.  Notice of Meetings.. . . . . . . . . . 24
          SECTION 6.3.  Meetings of Holders. . . . . . . . . . 24


<PAGE>





          SECTION 6.4.  Voting Rights. . . . . . . . . . . . . 24
          SECTION 6.5.  Proxies, etc.. . . . . . . . . . . . . 24
          SECTION 6.6.  Holder Action by Written Consent.. . . 24
          SECTION 6.7.  Record Date for Voting and Other
                                   Purposes. . . . . . . . . . 24
          SECTION 6.8.  Acts of Holders. . . . . . . . . . . . 25
          SECTION 6.9.  Inspection of Records. . . . . . . . . 25

ARTICLE VII                 REPRESENTATIONS AND WARRANTIES . . 26
          SECTION 7.1.  Representations and Warranties of the
                                   Property Trustee and the
                                   Delaware Trustee. . . . . . 26
          SECTION 7.2.  Representations and Warranties of
                                   Depositor.. . . . . . . . . 26

ARTICLE VIII    THE ISSUER TRUSTEES; THE ADMINISTRATORS  . . . 27
          SECTION 8.1.  Certain Duties and Responsibilities. . 27
          SECTION 8.2.  Certain Notices. . . . . . . . . . . . 28
          SECTION 8.3.  Certain Rights of Property Trustee.. . 29
          SECTION 8.4.  Not Responsible for Recitals or Issuance
                                   of Securities.. . . . . . . 30
          SECTION 8.5.  May Hold Securities. . . . . . . . . . 30
          SECTION 8.6.  Compensation; Indemnity; Fees. . . . . 30
          SECTION 8.7.  Corporate Property Trustee Required;
                                   Eligibility of Trustees and
                                   Administrators. . . . . . . 31
          SECTION 8.8.  Conflicting Interests. . . . . . . . . 31
          SECTION 8.9.  Co-Trustees and Separate Trustee.. . . 31
          SECTION 8.10.  Resignation and Removal; Appointment of
                                   Successor.. . . . . . . . . 32
          SECTION 8.11.  Acceptance of Appointment by Successor.33
          SECTION 8.12.  Merger, Conversion, Consolidation or
                                   Succession to Business. . . 33
          SECTION 8.13.  Preferential Collection of Claims
                                   Against Depositor or Issuer
                                   Trust.. . . . . . . . . . . 34
          SECTION 8.14.  Trustee May File Proofs of Claim. . . 34
          SECTION 8.15.  Reports by Property Trustee.. . . . . 34
          SECTION 8.16.  Reports to the Property Trustee.. . . 35
          SECTION 8.17.  Evidence of Compliance with Conditions
                                   Precedent.. . . . . . . . . 35
          SECTION 8.18.  Number of Issuer Trustees.. . . . . . 35
          SECTION 8.19.  Delegation of Power.. . . . . . . . . 35
          SECTION 8.20.  Appointment of Administrators.. . . . 35

ARTICLE IX         DISSOLUTION, LIQUIDATION AND MERGER . . . . 36
          SECTION 9.1.  Dissolution Upon Expiration Date.. . . 36
          SECTION 9.2.  Early Termination. . . . . . . . . . . 36
          SECTION 9.3.  Dissolution. . . . . . . . . . . . . . 36
          SECTION 9.4.  Liquidation. . . . . . . . . . . . . . 37
          SECTION 9.5.  Mergers, Consolidations, Amalgamations or
                                   Replacements of the Issuer
                                   Trust.. . . . . . . . . . . 38

ARTICLE X MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . 38
          SECTION 10.1.  Limitation of Rights of Holders.. . . 38
          SECTION 10.2.  Amendment.. . . . . . . . . . . . . . 39
          SECTION 10.3.  Separability. . . . . . . . . . . . . 39
          SECTION 10.4.  Governing Law.. . . . . . . . . . . . 40
          SECTION 10.5.  Payments Due on Non-Business Day. . . 40
          SECTION 10.6.  Successors. . . . . . . . . . . . . . 40
          SECTION 10.7.  Headings. . . . . . . . . . . . . . . 40
          SECTION 10.8.  Reports, Notices and Demands. . . . . 40


<PAGE>





          SECTION 10.9.  Agreement Not to Petition.. . . . . . 41
          SECTION 10.10.  Trust Indenture Act; Conflict with
                                   Trust Indenture Act.. . . . 41
          SECTION 10.11.  Acceptance of Terms of Trust Agreement,
                                   Guarantee and Indenture.. . 42


Exhibit A                Certificate of Trust. . . . . . . . . . . . .
Exhibit B                Form of Certificate Depositary Agreement
Exhibit C                Form of Common Securities Certificate
Exhibit D                Form of Preferred Securities Certificate





<PAGE>





                            AGREEMENT

     Amended and Restated Trust Agreement, dated as of June 30,
1997, among (i) Broad National Bancorporation, a New Jersey
corporation (including any successors or assigns, the
"Depositor"), (ii) Bankers Trust Company, a New York banking
corporation, as property trustee, (in such capacity, the
"Property Trustee" and, in its separate corporate capacity and
not in its capacity as Property Trustee, the "Bank"), and (iii)
Bankers Trust (Delaware), a Delaware banking corporation, as
Delaware trustee (the "Delaware Trustee") (the Property Trustee
and the Delaware Trustee are referred to collectively herein as
the "Issuer Trustees") and (iv) the several Holders, as
hereinafter defined.

                            WITNESSETH

     WHEREAS, the Depositor and the Delaware Trustee have
heretofore duly declared and established a business trust
pursuant to the Delaware Business Trust Act by the entering into
a certain Trust Agreement, dated as of June 9, 1997 (the
"Original Trust Agreement"), and by the execution and filing by
the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on June 9, 1997 (the
"Certificate of Trust"), attached as Exhibit A; and

     WHEREAS, the Depositor and the Delaware Trustee desire to
amend and restate the Original Trust Agreement in its entirety as
set forth herein to provide for, among other things, (i) the
issuance of the Common Securities by the Issuer Trust to the
Depositor, (ii) the issuance and sale of the Preferred Securities
by the Issuer Trust pursuant to the Underwriting Agreement, (iii)
the acquisition by the Issuer Trust from the Depositor of all of
the right, title and interest in the Junior Subordinated
Debentures, and (iv) the appointment of the Property Trustee and
the Administrators.

     NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates
the Original Trust Agreement in its entirety and agrees,
intending to be legally bound, as follows:


                            ARTICLE I

                          DEFINED TERMS

SECTION 1.1.  Definitions.

     For all purposes of this Trust Agreement, except as
otherwise expressly provided or unless the context otherwise
requires:

     (a)  The terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well
as the singular;

     (b)  All other terms used herein that are defined in the
Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;

     (c)  The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation";

     (d)  All accounting terms used but not defined herein have
the meanings assigned to them in accordance with United States
generally accepted accounting principles as in effect at the time
of computation;

     (e)  Unless the context otherwise requires, any reference to
an "Article" or a "Section" refers to an Article or a Section, as
the case may be, of this Trust Agreement;



<PAGE>





     (f)  The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Trust Agreement as a whole
and not to any particular Article, Section or other subdivision;
and
     (g)  All references to the date the Preferred Securities
were originally issued shall refer to the date the Preferred
Securities were originally issued.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities
of a given Liquidation Amount and/or a given period, the amount
of Additional Interest (as defined in the Indenture) paid by the
Depositor on a Like Amount of Debentures for such period.

     "Additional Sums" has the meaning specified in Section 10.6
of the Indenture.

     "Administrators" means each Person appointed in accordance
with Section 8.20 solely in such Person's capacity as
Administrator of the Issuer Trust heretofore formed and continued
hereunder and not in such Person's individual capacity, or any
successor Administrator appointed as herein provided; with the
initial Administrators being Donald M. Karp and James Boyle.

     "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.
For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Applicable Procedures" means, with respect to any transfer
or transaction involving a Global Preferred Security or
beneficial interest therein, the rules and procedures of the
Depositary for such Preferred Security, in each case to the
extent applicable to such transaction and as in effect from time
to time.

     "Bank" has the meaning specified in the preamble to this
Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

     (a)  the entry of a decree or order by a court having
jurisdiction in the premises judging such Person a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjudication or composition of or in
respect of such Person under any applicable federal or State
bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of such Person or of any
substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60
consecutive days; or

     (b)  the institution by such Person of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal or State
bankruptcy, insolvency, reorganization or other similar law, or
the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or similar official) of such Person or of any
substantial part of its property or the making by it of an
assignment for the benefit of creditors, or the admission by it
in writing of its inability to pay its debts generally as they
become due and its willingness to be adjudicated a bankrupt, or
the taking of corporate action by such Person in furtherance of
any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.
9.

     "Board of Directors" means the board of directors of the
Depositor or the Executive Committee of the board of directors of
the Depositor (or any other committee of the board of directors
of the Depositor performing similar functions) <PAGE> or a committee
designated by the board of directors of the Depositor (or any
such committee), comprised of two or more members of the board of
directors of the Depositor or officers of the Depositor, or both.

     "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Depositor to have
been duly adopted by the Depositor's Board of Directors, or such
committee of the Board of Directors or officers of the Depositor
to which authority to act on behalf of the Board of Directors has
been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Issuer Trustees.

     "Business Day" means a day other than (a) a Saturday or
Sunday, (b) a day on which banking institutions in the City of
New York, New York or in the State of New Jersey are authorized
or required by law or executive order to remain closed or (c) a
day on which the Property Trustee's Corporate Trust Office or the
Delaware Trustee's Corporate Trust Office or the Corporate
Trustee of the Debenture Trustee is closed for business.

     "Capital Treatment Event" means, in respect of the Issuer
Trust, the reasonable determination by the Depositor that, as a
result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any
rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which
amendment or change is effective or such pronouncement, action or
decision is announced on or after the date of the issuance of the
Preferred Securities of the Issuer Trust, there is more than an
insubstantial risk that the Depositor will not be entitled to
treat an amount equal to the Liquidation Amount of such Preferred
Securities as "Tier I Capital" (or the then equivalent thereof)
for purposes of the risk-based capital adequacy guidelines of the
Board of Governors of the Federal Reserve System, as then in
effect and applicable to the Depositor, provided, however that it
shall not be deemed to be a Capital Treatment Event if the
Depositor is not entitled to treat the aggregate amount of the
Liquidation Amount of such Preferred Securities as "Tier I
Capital" due to the restriction imposed by the Federal Reserve
that no more than 25% of Tier I Capital can consist of perpetual
preferred stock.

     "Certificate Depositary Agreement" means the agreement among
the Issuer Trust, the Depositor and the Depository Trust Company
("DTC"), as the initial Clearing Agency, dated as of the Closing
Date, substantially in the form attached as Exhibit B, as the
same may be amended and supplemented from time to time.

     "Certificate of Trust" has the meaning specified in the
preamble to this Trust Agreement.

     "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.
DTC shall be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to
time a Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency.

     "Closing Date" means the Time of Delivery for the Firm
Securities, which date is also the date of execution and delivery
of this Trust Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended
or any successor statute, in each case as amended from time to
time.

     "Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing
such duties at such time.

     "Common Securities Certificate" means a certificate
evidencing ownership of Common Securities, substantially in the
form attached as Exhibit C.



<PAGE>





     "Common Security" means an undivided beneficial interest in
the assets of the Issuer Trust, having a Liquidation Amount of
$10 and having the rights provided therefor in this Trust
Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

     "Corporate Trust Office" means the principal office of the
Property Trustee located in the City of New York, New York, which
at the time of the execution of this Trust Agreement is located
at Four Albany Street, New York, New York 10006; Attention:
Corporate Trust and Agency Group - Corporate Market Services.

     "Debenture Event of Default" means an "Event of Default" as
defined in the Indenture.

     "Debenture Redemption Date" means, with respect to any
Junior Subordinated Debentures to be redeemed under the
Indenture, the date fixed for redemption of such Junior
Subordinated Debentures under the Indenture.

     "Debenture Trustee" means Bankers Trust Company, a New York
banking corporation and any successor.

     "Delaware Business Trust Act" means Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. 3801, et seq., as it may be
amended from time to time.

     "Delaware Trustee" means the corporation identified as the
"Delaware Trustee" in the preamble to this Trust Agreement solely
in its capacity as Delaware Trustee of the Issuer Trust continued
hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor trustee appointed as
herein provided.

     "Depositary" means the Depository Trust Company or any
successor thereto.

     "Depositor" has the meaning specified in the preamble to
this Trust Agreement.

     "Distribution Date" has the meaning specified in Section 4.
l(a).

     "Distributions" means amounts payable in respect of the
Trust Securities as provided in Section 4.1.

     "DTC" means the Depository Trust Company.

     "Early Termination Event" has the meaning specified in
Section 9.2.

     "Event of Default" means any one of the following events
(whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body):

     (a)  the occurrence of a Debenture Event of Default; or

     (b)  default by the Issuer Trust in the payment of any
Distribution when it becomes due and payable, and continuation of
such default for a period of 30 days; or

     (c)  default by the Issuer Trust in the payment of any
Redemption Price of any Trust Security when it becomes due and
payable; or

     (d)  default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trustees in
this Trust Agreement (other than a covenant or warranty a default
in the performance of which or the breach of which is dealt with
in clause (b) or (c) above) and continuation of such default or
breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer Trustees and the
Depositor by the Holders of at least 25% in aggregate Liquidation
Amount of the Outstanding Preferred Securities, a written notice
specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder;
or



<PAGE>





     (e)  the occurrence of any Bankruptcy Event with respect to
the Property Trustee or all or substantially all of its property
if a successor Property Trustee has not been appointed within a
period of 90 days thereof.

     "Exchange Act" shall mean the Securities Exchange Act of
1934 or any successor statute thereto, in each case as amended
from time to time.

     "Expiration Date" has the meaning specified in Section 9. 1.

     "Firm Securities" means an aggregate Liquidation Amount of
$10,000,000 of the Issuer Trust's 9.50% cumulative trust
preferred securities.

     "Global Preferred Securities Certificate" means a Preferred
Securities Certificate evidencing ownership of Global Preferred
Securities.

     "Global Preferred Security" means a Preferred Security, the
ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 5.4.

     "Guarantee Agreement" means the Guarantee Agreement executed
and delivered by the Depositor and Bankers Trust Company, as
trustee, contemporaneously with the execution and delivery of
this Trust Agreement, for the benefit of the holders of the
Preferred Securities, as amended from time to time.

     "Holder" means a Person in whose name a Trust Security or
Trust Securities is registered in the Securities Register; any
such Person shall be deemed to be a beneficial owner within the
meaning of the Delaware Business Trust Act.

     "Indenture" means the Junior Subordinated Indenture, dated
as of June 30, 1997, between the Depositor and the Debenture
Trustee (as amended or supplemented from time to time) relating
to the issuance of the Junior Subordinated Debentures.

     "Investment Company Act" means the Investment Company Act of
1940, or any successor statute, in each case as amended from time
to time.

     "Investment Company Event" means the receipt by the Issuer
Trust of an Opinion of Counsel experienced in such matters to the
effect that, as a result of the occurrence of a change in law or
regulation or a written change (including any announced
prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk
that the Issuer Trust is or will be considered an "investment
company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective
or would become effective, as the case may be, on or after the
date of the issuance of the Preferred Securities.

     "Issuer Trust" means BNB Capital Trust.

     "Issuer Trustees" means, collectively, the Property Trustee
and the Delaware Trustee.

     "Junior Subordinated Debentures" means the aggregate
principal amount of the Depositor's 9.50% junior subordinated
debentures, due June 30, 2027, issued pursuant to the Indenture.

     "Lien" means any lien, pledge, charge, encumbrance,
mortgage, deed of trust, adverse ownership interest,
hypothecation, assignment, security interest or preference,
priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of
Trust Securities, Trust Securities having a Liquidation Amount
equal to that portion of the principal amount of Junior
Subordinated Debentures to be contemporaneously redeemed <PAGE> in
accordance with the Indenture, allocated to the Common Securities
and to the Preferred Securities based upon the relative
Liquidation Amounts of such classes and (b) with respect to a
distribution of Junior Subordinated Debentures to Holders of
Trust Securities in connection with a dissolution or liquidation
of the Issuer Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Junior Subordinated
Debentures are distributed.

     "Liquidation Amount" means the stated amount of $10 per
Trust Security.

     "Liquidation Date" means the date on which Junior
Subordinated Debentures are to be distributed to Holders of Trust
Securities in connection with a dissolution and liquidation of
the Issuer Trust pursuant to Section 9.4.

     "Liquidation Distribution" has the meaning specified in
Section 9.4(d).

     "Majority in Liquidation Amount of the Preferred Securities"
or "Majority in Liquidation Amount of the Common Securities"
means, except as provided by the Trust Indenture Act, Preferred
Securities or Common Securities, as the case may be, representing
more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the
case may be.

     "Officers' Certificate" means a certificate signed by the
Chairman of the Board, Chief Executive Officer, President or a
Vice President, and by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the party provided
herein.  Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this
Trust Agreement shall include:

     (a)  a statement by each officer signing the Officers'
Certificate that such officer has read the covenant or condition
and the definitions relating thereto;

     (b)  a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in
rendering the Officers' Certificate;

     (c)  a statement that such officer has made such examination
or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and

     (d)  a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

     "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Depositor or any
Affiliate of the Depositor.

     "Option Closing Date" shall have the meaning provided in the
Underwriting Agreement.

     "Option Securities" means an aggregate Liquidation Amount of
$1,500,000 of the Issuer Trust's 9.50% cumulative trust preferred
securities, issuable to the Underwriters, at its option,
exercisable within 30 days after the date of the Prospectus,
solely to cover over-allotments, if any.

     "Original Trust Agreement" has the meaning specified in the
preamble to this Trust Agreement.

     "Outstanding," with respect to Trust Securities, means, as
of the date of determination, all Trust Securities theretofore
executed and delivered under this Trust Agreement, except:

     (a)  Trust Securities theretofore canceled by the Property
Trustee or delivered to the Property Trustee for cancellation;



<PAGE>





     (b)  Trust Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Property Trustee or any Paying Agent for the Holders of such
Preferred Securities, provided that if such Trust Securities are
to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and

     (c)  Trust Securities which have been paid or in exchange
for or in lieu of which other Trust Securities have been executed
and delivered pursuant to Sections 5.4, 5.5, 5.6 and 5.13;
provided, however, that in determining whether the Holders of the
requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Issuer Trustee, any
Administrator or any Affiliate of the Depositor shall be
disregarded and deemed not to be outstanding, except that (a) in
determining whether any Issuer Trustee shall be protected in
relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such
Issuer Trustee or such Administrator, as the case may be, knows
to be so owned shall be so disregarded and (b) the foregoing
shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Issuer
Trustees, one or more of the Administrators and/or any such
Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrators the Pledgee's right so
to act with respect to such Preferred Securities and that the
pledgee is not the Depositor or any Affiliate of the Depositor.

     "Owner" means each Person who is the beneficial owner of
Global Preferred Securities as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the
Owner, then, as reflected in the records of a Person maintaining
an account with such Clearing Agency, directly or indirectly, in
accordance with the rules of such Clearing Agency.

     "Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.10 and shall initially be the
Property Trustee.

     "Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee with
the Property Trustee in its trust department for the benefit of
the Holders in which all amounts paid in respect of the Junior
Subordinated Debentures will be held and from which the Property
Trustee, through the Paying Agent, shall make payments to the
Holders in accordance with Sections 4.1 and 4.2.

     "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association,
joint stock company, company, limited liability company, trust,
unincorporated organization or government or any agency or
political subdivision thereof, or any other entity of whatever
nature.

     "Preferred Securities Certificate" means a certificate
evidencing ownership of Preferred Securities, substantially in
the form attached as Exhibit D.

     "Preferred Security" means a Firm Security or an Option
Security, each constituting a preferred undivided beneficial
interest in the assets of the Issuer Trust, having a Liquidation
Amount of $10 and having the rights provided therefor in this
Trust Agreement, including the right to receive Distributions and
a Liquidation Distribution as provided herein.

     "Property Trustee" means the Person identified as the
"Property Trustee" in the preamble to this Trust Agreement solely
in its capacity as Property Trustee of the Issuer Trust formed
and continued hereunder and not in its individual capacity, or
its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security
to be redeemed, the date fixed for such redemption by or pursuant
to this Trust Agreement; provided that each Junior Subordinated
Debenture Redemption Date and the stated maturity of the Junior
Subordinated Debentures shall be a Redemption Date for a Like
Amount of Trust Securities, including but not limited to any date
of redemption pursuant to the occurrence of any Special Event.



<PAGE>





     "Redemption Price" means with respect to a redemption of any
Trust Security, the Liquidation Amount of such Trust Security,
together with accumulated but unpaid Distributions to but
excluding the date fixed for redemption, plus the related amount
of the premium, if any, paid by the Depositor upon the concurrent
redemption of a Like Amount of Junior Subordinated Debentures.

     "Relevant Trustee" has the meaning specified in Section
8.10.

     "Responsible Officer" when used with respect to the Property
Trustee means any officer assigned to the Corporate Trust Office,
including any managing director, vice president, assistant vice
president, assistant treasurer, assistant secretary or any other
officer of the Property Trustee customarily performing functions
similar to those performed by any of the above designated
officers and having direct responsibility for the administration
of the Indenture, and also, with respect to a particular matter,
any officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular
subject.

     "Securities Act" means the Securities Act of 1933, or any
successor statute thereto, in each case as amended from time to
time.

     "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 5.5.

     "Special Event" means any Tax Event, Capital Treatment Event
or Investment Company Event.

     "Successor Preferred Securities" of any particular Preferred
Securities Certificate means every Preferred Securities
Certificate issued after, and evidencing all or a portion of the
same beneficial interest in the Issuer Trust as that evidenced
by, such particular Preferred Securities Certificate; and, for
the purposes of this definition, any Preferred Securities
Certificate executed and delivered under Section 5.6 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen
Preferred Securities Certificate shall be deemed to evidence the
same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Preferred Securities Certificate.

     "Tax Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement, action
or decision is announced on or after the date of issuance of the
Preferred Securities, there is more than an insubstantial risk
that (i) the Issuer Trust is, or will be within 90 days of the
delivery of such Opinion of Counsel, subject to United States
federal income tax with respect to income received or accrued on
the Junior Subordinated Debentures, (ii) interest payable by the
Depositor on the Junior Subordinated Debentures is not, or within
90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Depositor, in whole or in part, for United
States federal income tax purposes, or (iii) the Issuer Trust is,
or will be within 90 days of the delivery of such Opinion of
Counsel, subject to more than a de minimis amount of other taxes,
duties or other governmental changes.

     "Time of Delivery" means 9:00 a.m. Eastern Standard Time,
either (i) with respect to the Firm Securities or Common
Securities, on the third Business Day (unless postponed in
accordance with the provisions of Section 2(b) of the
Underwriting Agreement) following the date of execution of the
Underwriting Agreement, or such other time not later than ten
Business Days after such date as shall be agreed upon by the
Underwriters, the Issuer Trust and the Company, or (ii) with
respect to the Option Securities, the Option Closing Date.

     "Trust Agreement" means this Amended and Restated Trust
Agreement, as the same may be modified, amended or supplemented
in accordance with the applicable provisions hereof, including
(i) all Exhibits hereto, and (ii) for all purposes of this
Amended and Restated Trust Agreement any such modification,
amendment or supplement, the provisions of the Trust Indenture
Act that are deemed to be a part of and govern this Amended and
Restated Trust Agreement and any modification, amendment or
supplement, respectively.



<PAGE>





     "Trust Indenture Act" means the Trust Indenture Act of 1939
or any successor statute, in each case as amended from time to
time.

     "Trust Property" means (a) the Junior Subordinated
Debentures, (b) any cash on deposit in, or owing to, the Payment
Account, and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to the
trusts of this Trust Agreement.

     "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

     "Trust Security" means any one of the Common Securities or
the Preferred Securities.

     "Underwriter" has the meaning specified in the Underwriting
Agreement.

     "Underwriting Agreement" means the Underwriting Agreement,
dated as of June 25, 1997, among the Issuer Trust, the Depositor
and the Underwriter, as the same may be amended from time to
time.


                            ARTICLE II

                 CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1.  Name.

     The Issuer Trust continued hereby shall be known as "BNB
Capital Trust", as such name may be modified from time to time by
the Administrators following written notice to the Holders of
Trust Securities and the other Issuer Trustees, in which name the
Administrators and the Issuer Trustees may engage in the
transactions contemplated hereby, make and execute contracts and
other instruments on behalf of the Issuer Trust and sue and be
sued.

     SECTION 2.2.  Office of the Delaware Trustee; Principal
Place of Business.

     The address of the Delaware Trustee in the State of Delaware
is Bankers Trust (Delaware), 1001 Jefferson Street, Suite 550,
Wilmington, DE 19801, Attention: Lisa Wilkins, or such other
address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Holders and the Depositor.
The principal executive office of the Issuer Trust is in care of
Broad National Bancorporation, 905 Broad Street, Newark, New
Jersey 07102, Attention: Office of the Secretary.

     SECTION 2.3.  Initial Contribution of Trust Property,
Organizational Expenses.

     The Property Trustee acknowledges receipt in trust from the
Depositor in connection with this Trust Agreement of the sum of
$10, which constitutes the initial Trust Property.  The Depositor
shall pay all organizational expenses of the Issuer Trust as they
arise or shall, upon request of any Issuer Trustee, promptly
reimburse such Issuer Trustee for any such reasonable expenses
paid by such Issuer Trustee.  The Depositor shall make no claim
upon the Trust Property for the payment of such expenses.

     SECTION 2.4.  Issuance of the Preferred Securities.

     On June 25, 1997, the Depositor, both on its own behalf and
on behalf of the Issuer Trust pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrator, on behalf of the Issuer Trust, shall
manually execute in accordance with Section 5.3 and the Property
Trustee shall authenticate in accordance with Section 5.3 and
deliver to the Underwriters, Firm Securities Certificates,
registered in the names requested by the Underwriter, in an
aggregate amount of 1,000,000 Firm <PAGE> Securities having an aggregate
Liquidation Amount of $10,000,000, against receipt of the
aggregate purchase price of such Preferred Securities of
$10,000,000, by the Property Trustee.  At the option of the
Underwriters, within 30 days of the date of the Prospectus, and
solely for the purpose of covering an over-allotment, if any, an
Administrator, on behalf of the Issuer Trust, shall manually
execute in accordance with Section 5.3 and the Property Trustee
shall authenticate in accordance with Section 5.4 and deliver to
the Underwriter, Option Securities Certificates, registered in
the names requested by the Underwriter, up to 150,000 Option
Securities having an aggregate Liquidation Amount of $1,500,000,
against receipt of the aggregate purchase price of such Option
Securities of $1,500,000, by the Property Trustee.

     SECTION 2.5.  Issuance of the Common Securities;
Subscription and Purchase of Junior Subordinated Debentures.

     Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrator, on behalf of the Issuer Trust,
shall manually execute in accordance with Section 5.2 and deliver
to the Depositor Common Securities Certificates, registered in
the name of the Depositor, in an aggregate amount of 30,928
Common Securities having an aggregate Liquidation Amount of
$309,278 against receipt by the Property Trustee of the aggregate
purchase price of such Common Securities of $309,278 by the
Property Trustee.  In the event of any exercise of an
over-allotment option requiring issuance of additional Preferred
Securities Certificates, as described in Section 2.4 above, a
proportionate number of additional Common Securities
Certificates, with corresponding aggregate Liquidation Amount,
shall be delivered to the Depositor.  Contemporaneously with the
executions, and deliveries of Common Securities Certificates and
any Preferred Securities Certificates, an Administrator, on
behalf of the Issuer Trust, shall subscribe for and purchase from
the Depositor corresponding amounts of Junior Subordinate
Debentures, registered in the name of the Property Trustee and
having an aggregate principal amount equal to $10,309,278, plus,
in the event of any exercise of the over-allotment option (i) a
corresponding additional number of Junior Subordinated Debentures
not exceeding an aggregate principal amount of $1,500,000 and
(ii) a corresponding number of Junior Subordinated Debentures not
exceeding an aggregate principal amount equal to the aggregate
Liquidation Amount of Common Securities issued pursuant to such
exercise of an over-allotment option; and, in satisfaction of the
purchase price for such Junior Subordinated Debentures, the
Property Trustee, on behalf of the Issuer Trust, shall deliver to
the Depositor the sum of $10,309,278, plus any corresponding
over-allotment option amount (being the sum of the amounts
delivered to the Property Trustee pursuant to (i) the second
sentence of Section 2.4, and (ii) the first and second sentences
of this Section 2.5) and receive on behalf of the Issuer Trust
the Junior Subordinated Debentures.

     SECTION 2.6.  Declaration of Trust.

     The exclusive purposes and functions of the Issuer Trust are
to (a) issue and sell Trust Securities and use the proceeds from
such sale to acquire the Junior Subordinated Debentures, and (b)
engage in only those other activities necessary or incidental
thereto.  The Depositor hereby appoints the Issuer Trustees as
trustees of the Issuer Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Issuer Trustees
hereby accept such appointment.  The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and
subject to the conditions set forth herein for the benefit of the
Issuer Trust and the Holders.  The Depositor hereby appoints the
Administrators (as agents of the Issuer Trust), with such
Administrators having all rights, powers and duties set forth
herein with respect to accomplishing the purposes of the Issuer
Trust, and the Administrators hereby accept such appointment,
provided, however, that it is the intent of the parties hereto
that such Administrators shall not be trustees or fiduciaries
with respect to the Issuer Trust and this Agreement shall be
construed in a manner consistent with such intent.  The Property
Trustee shall have the right and power to perform those duties
assigned to the Administrators.  The Delaware Trustee shall not
be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities, of the
Property Trustee or the Administrators set forth herein.  The
Delaware Trustee shall be one of the trustees of the Issuer Trust
for the sole and limited purpose of fulfilling the requirements
of Section 3807 of the Delaware Business Trust Act and for taking
such actions as are required to be taken by a Delaware Trustee
under the Delaware Business Trust Act.




<PAGE>





     SECTION 2.7.  Authorization to Enter into Certain
Transactions.

     (a)  The Issuer Trustees and the Administrators shall
conduct the affairs of the Issuer Trust in accordance with the
terms of this Trust Agreement.  Subject to the limitations set
forth in paragraph (b) of this Section and in accordance with the
following provisions (i), (ii) and (iii), the Issuer Trustees and
the Administrators shall act as follows:

          (i)  Each Administrator shall have the power and
authority to act on behalf of the Issuer Trust with respect to
the following:

               (A)  the compliance with the Underwriting
     Agreement regarding the issuance and sale of the Trust
     Securities;

               (B)  the compliance with the Securities Act,
     applicable state securities or blue sky laws, and the
     Trust Indenture Act;

               (C)  the listing of the Preferred Securities
     upon such securities exchange or exchanges or upon the
     Nasdaq National Market as shall be determined by the
     Depositor, with the registration of the Preferred
     Securities under the Exchange Act, if required, and the
     preparation and filing of all periodic and other
     reports and other documents pursuant to the foregoing;

               (D)  the application for a taxpayer
     identification number for the Issuer Trust; and

               (E)  the preparation of a registration
     statement and a prospectus in relation to the Preferred
     Securities, including any amendments thereto and the
     taking of any action necessary or desirable to sell the
     Preferred Securities in a transaction or series of
     transactions subject to the registration requirements
     of the Securities Act.

               (F)  any action incidental to the foregoing
     as necessary or advisable to give effect to the terms
     of this Trust Agreement.

          (ii) The Property Trustee shall have the power and
authority to act on behalf of the Issuer Trust with respect to
the following matters:

               (A)  the establishment of the Payment
     Account;

               (B)  the receipt of the Junior Subordinated
     Debentures;

               (C)  the receipt and collection of interest,
     principal and any other payments made in respect of the
     Junior Subordinated Debentures in the Payment Account;

               (D)  the distribution of amounts owed to the
     Holders in respect of the Trust Securities;

               (E)  the exercise of all of the rights,
     powers and privileges of a holder of the Junior
     Subordinated Debentures;

               (F)  the sending of notices of default and
     other information regarding the Trust Securities and
     the Junior Subordinated Debentures to the Holders in
     accordance with this Trust Agreement;

               (G)  the distribution of the Trust Property
     in accordance with the terms of this Trust Agreement;



<PAGE>





               (H)  to the extent provided in this Trust
     Agreement, the winding up of the affairs of and
     liquidation of the Issuer Trust and the preparation,
     execution and filing of the certificate of cancellation
     with the Secretary of State of the State of Delaware;
     and

               (I)  after an Event of Default (other than
     under paragraph (b), (c), (d), or (f) of the definition
     of such term if such Event of Default is by or with
     respect to the Property Trustee), comply with the
     provisions of this Trust Agreement and take any action
     to give effect to the terms of this Trust Agreement and
     protect and conserve the Trust Property for the benefit
     of the Holders (without consideration of the effect of
     any such action on any particular Holder); provided,
     however, that nothing in this Section 2.7(a)(ii) shall
     require the Property Trustee to take any action that is
     not otherwise required in this Trust Agreement.

     (b)  So long as this Trust Agreement remains in effect, the
Issuer Trust (or the Issuer Trustees or Administrators acting on
behalf of the Issuer Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or
contemplated hereby.  In particular, neither the Issuer Trustees
nor the Administrators shall (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off
or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided
herein, (iii) take any action that would reasonably be expected
to cause the Issuer Trust to become taxable as a corporation for
United States federal income tax purposes, (iv) incur any
indebtedness for borrowed money or issue any other debt, or (v)
take or consent to any action that would result in the placement
of a Lien on any of the Trust Property.  The Property Trustee
shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the
interest of the Issuer Trust or the Holders in their capacity as
Holders.

     (c)  In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the power and authority to
assist the Issuer Trust with respect to, or effect on behalf of
the Issuer Trust, the following (and any actions taken by the
Depositor in furtherance of the following prior to the date of
this Trust Agreement are hereby ratified and confirmed in all
respects):

          (i)  the preparation by the Issuer Trust of, and the
execution and delivery of, a registration statement, and a
prospectus in relation to the Preferred Securities, including any
amendments thereto and the taking of any action necessary or
desirable to sell the Preferred Securities in a transaction or a
series of transactions subject to the registration requirements
of the Securities Act;

          (ii) the determination of the States in which to take
appropriate action to qualify or register for sale all or part of
the Preferred Securities and the determination of any and all
such acts, other than actions that must be taken by or on behalf
of the Issuer Trust, and the advice to the Issuer Trustees of
actions they must take on behalf of the Issuer Trust, and the
preparation for execution and filing of any documents to be
executed and filed by the Issuer Trust or on behalf of the Issuer
Trust, as the Depositor deems necessary or advisable in order to
comply with the applicable laws of any such States in connection
with the sale of the Preferred Securities;

          (iii)     the negotiation of the terms of, and the
execution and delivery of, the Underwriting Agreement providing
for the sale of the Preferred Securities;

          (iv) the taking of any other actions necessary or
desirable to carry out any of the foregoing activities; and

          (v)  compliance with the listing requirements of the
Preferred Securities upon such securities exchange or exchanges,
or upon the Nasdaq National Market, as shall be determined by the
Depositor, the registration of the Preferred Securities under the
Exchange Act, if required, and the preparation and filing of all
periodic and other reports and other documents pursuant to the
foregoing.

     (d)  Notwithstanding anything herein to the contrary, the
Administrators and the Property Trustee are authorized and
directed to conduct the affairs of the Issuer Trust and to
operate the Issuer Trust so that the Issuer Trust will <PAGE> not be
deemed to be an "investment company" required to be registered
under the Investment Company Act, and will not be taxable as a
corporation for the United States federal income tax purposes and
so that the Junior Subordinated Debentures will be treated as
indebtedness of the Depositor for United States income tax
purposes.  In this connection, the Property Trustee, the
Administrators and the Holders of Common Securities are
authorized to take any action, not inconsistent with applicable
law, the Certificate of Trust or this Trust Agreement, that the
Property Trustee, the Administrators and Holders of Common
Securities determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the
holders of the Outstanding Preferred Securities.  In no event
shall the Administrators or the Issuer Trustees be liable to the
Issuer Trust or the Holders for any failure to comply with this
section that results from a change in law or regulations or in
the interpretation thereof.

     SECTION 2.8.  Assets of Trust.

     The assets of the Issuer Trust shall consist solely of the
Trust Property.

     SECTION 2.9.  Title to Trust Property.

     Legal title to all Trust Property shall be vested at all
times in the Property Trustee (in its capacity as such) and shall
be held and administered by the Property Trustee for the benefit
of the Issuer Trust and the Holders in accordance with this Trust
Agreement.


                           ARTICLE III

                         PAYMENT ACCOUNT

     SECTION 3. 1.  Payment Account.

     (a)  On or prior to the Closing Date, the Property Trustee
shall establish the Payment Account.  The Property Trustee and
its agents shall have exclusive control and sole right of
withdrawal with respect to the Payment Account for the purpose of
making deposits in and withdrawals from the Payment Account in
accordance with this Trust Agreement.  All monies and other
property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment
Account for the exclusive benefit of the Holders and for
distribution as herein provided, including (and subject to) any
priority of payments provided for herein.

     (b)  The Property Trustee shall deposit in the Payment
Account, promptly upon receipt, all payments of principal of or
interest on, and any other payments or proceeds with respect to,
the Junior Subordinated Debentures.  Amounts held in the Payment
Account shall not be invested by the Property Trustee pending
distribution thereof.


                            ARTICLE IV

                    DISTRIBUTIONS; REDEMPTION

     SECTION 4.1.  Distributions.

     (a)  The Trust Securities represent undivided beneficial
interests in the Trust Property, and Distributions (including
Distributions of Additional Amounts) will be made on the Trust
Securities at the rate and on the dates that payments of interest
(including payments of Additional Interest, as defined in the
Indenture) are made on the Junior Subordinated Debentures.
Accordingly:

          (i)  Distributions on the Trust Securities shall be
cumulative and will accumulate whether or not there are funds of
the Issuer Trust available for the payment of Distributions.
Distributions shall accumulate from June 30, 1997, and, except in
the event (and to the extent) that the Depositor exercises its
right to defer the payment of interest on <PAGE> the Junior Subordinated
Debentures pursuant to the Indenture, shall be payable quarterly
in arrears on the last day of March, June, September and December
of each year, commencing on September 30, 1997.  If any date on
which a Distribution is otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution
shall be made on the next succeeding day that is a Business Day
(without any interest or other payment in respect of any such
delay), with the same force and effect as if made on the date on
which such payment was originally payable (each date on which
distributions are payable in accordance with this Section 4.1(a),
a "Distribution Date").

          (ii) The Trust Securities shall be entitled to
Distributions payable at a rate of 9.50% per annum of the
Liquidation Amount of the Trust Securities.  The amount of
Distributions payable for any period less than a full
Distribution period shall be computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days
elapsed in a partial month in a period.  Distributions payable
for each full Distribution period will be computed by dividing
the rate per annum by four.  The amount of Distributions payable
for any period shall include any Additional Amounts in respect of
such period.

          (iii)     So long as no Debenture Event of Default has
occurred and is continuing, the Depositor has the right under the
Indenture to defer the payment of interest on the Junior
Subordinated Debentures at any time and from time to time for a
period not exceeding 20 consecutive quarterly periods (an
"Extension Period"), provided that no Extension Period may extend
beyond June 30, 2027.  As a consequence of any such deferral,
quarterly Distributions on the Trust Securities by the Trust will
also be deferred (and the amount of Distributions to which
Holders of the Trust Securities are entitled will accumulate
additional Distributions thereon at the rate per annum of 9.50%
per annum, compounded quarterly) from the relevant payment date
for such Distributions, computed on the basis of a 360-day year
of twelve 30-day months and the actual days elapsed in a partial
month in such period.  Additional Distributions payable for each
full Distribution period will be computed by dividing the rate
per annum by four (4).  The term "Distributions" as used in
Section 4.1 shall include any such additional Distributions
provided pursuant to this Section 4.1 (a)(iii).

          (iv) Distributions on the Trust Securities shall be
made by the Property Trustee from the Payment Account and shall
be payable on each Distribution Date only to the extent that the
Issuer Trust has funds then on hand and available in the Payment
Account for the payment of such Distributions.

     (b)  Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they
appear on the Securities Register for the Trust Securities at the
close of business on the relevant record date, which shall be at
the close of business on the 15th day of March, June, September
or December (whether or not a Business Day).

     SECTION 4.2.  Redemption.

     (a)  On each Junior Subordinated Debenture Redemption Date
and on the stated maturity of the Junior Subordinated Debentures,
the Issuer Trust will be required to redeem a Like Amount of
Trust Securities at the Redemption Price.

     (b)  Notice of redemption shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Trust Securities to be redeemed, at such Holder's
address appearing in the Security Register.  All notices of
redemption shall state:

          (i)  the Redemption Date;

          (ii) the Redemption Price, or if the Redemption Price
cannot be calculated prior to the time the notice is required to
be sent, the estimate of the Redemption Price provided pursuant
to the Indenture together with a statement that it is an estimate
and that the actual Redemption Price will be calculated on the
third Business Day prior to the Redemption Date (and if an
estimate is provided, a further notice shall be sent of the
actual Redemption Price on the date, or as soon as practicable
thereafter, that notice of such actual Redemption Price is
received pursuant to the Indenture);

          (iii)     the CUSIP number or CUSIP numbers of the
Preferred Securities affected;



<PAGE>





          (iv) if less than all the Outstanding Trust Securities
are to be redeemed, the identification and the total Liquidation
Amount of the particular Trust Securities to be redeemed;

          (v)  that on the Redemption Date the Redemption Price
will become due and payable upon each such Trust Security to be
redeemed and that Distributions thereon will cease to accumulate
on and after said date, except as provided in Section 4.2(d)
below; and

          (vi) the place or places where Trust Securities are to
be surrendered for the payment of the Redemption Price.

     The Issuer Trust in issuing the Trust Securities shall use
"CUSIP" numbers, and the Property Trustee shall indicate the
"CUSIP" numbers of the Trust Securities in notices of redemption
and related materials as a convenience to Holders; provided that
any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Trust
Securities or as contained in any notice of redemption and
related material.

     (c)  The Trust Securities redeemed on each Redemption Date
shall be redeemed at the Redemption Price with the applicable
proceeds from the contemporaneous redemption of Junior
Subordinated Debentures.  Redemptions of the Trust Securities
shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer Trust has
funds then on hand and available in the Payment Account for the
payment of such Redemption Price.

     (d)  If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New
York City time, on the Redemption Date, subject to Section
4.2(c), the Property Trustee will, with respect to Preferred
Securities held in global form, irrevocably deposit with the
Clearing Agency for such Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable
Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities.  With respect to Preferred
Securities that are not held in global form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with
the Paying Agent, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay
the Redemption Price to the Holder of the Preferred Securities
upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust
Securities as they appear on the Register for the Trust
Securities on the relevant record dates for the related
Distribution Dates.  If notice of redemption shall have been
given and funds deposited as required, then, upon the date of
such deposit, all rights of Holders holding Trust Securities so
called for redemption will cease, except the right of such
Holders to receive the Redemption Price and any Distribution
payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and such Securities will
cease to be Outstanding.  In the event that any date on which any
applicable Redemption Price is payable is not a Business Day,
then payment of the applicable Redemption Price payable on such
date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next
calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and
effect as if made on such date.  In the event that payment of the
Redemption Price in respect of any Trust Securities called for
redemption is improperly withheld or refused and not paid either
by the Issuer Trust or by the Depositor pursuant to the Guarantee
Agreement, Distributions on such Trust Securities will continue
to accumulate, as set forth in Section 4.1, from the Redemption
Date originally established by the Issuer Trust for such Trust
Securities to the date such applicable Redemption Price is
actually paid, in which case the actual payment date will be the
date fixed for redemption for purposes of calculating the
applicable Redemption Price.

     (e)  Subject to Section 4.3(a), if less than all the
Outstanding Trust Securities are to be redeemed on a Redemption
Date, then the particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption
Date by the Property Trustee from the Outstanding Preferred
Securities not previously called for redemption in such a manner
as the Property Trustee shall deem fair and appropriate.



<PAGE>





     SECTION 4.3.  Subordination of Common Securities.

     (a)  Payment of Distributions (including Additional Amounts,
if applicable) on, the Redemption Price of, and the Liquidation
Distribution in respect of, the Trust Securities, as applicable,
shall be made, subject to Section 4.2(e), pro rata among the
Common Securities and the Preferred Securities based on the
Liquidation Amount of such Trust Securities; provided, however,
that if on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default in Section
5.1(1) or 5.1(2) of the Indenture shall have occurred and be
continuing, no payment of any Distribution (including any
Additional Amounts) on, Redemption Price of, or Liquidation
Distribution in respect of, any Common Security, and no other
payment on account of the redemption, liquidation or other
acquisition of Common Securities, shall be made unless payment in
full in cash of all accumulated and unpaid Distributions
(including any Additional Amounts) on all Outstanding Preferred
Securities for all Distribution periods terminating on or prior
thereto, or, in the case of payment of the Redemption price, the
full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, or in the case of payment
of the Liquidation Distribution the full amount of such
Liquidation Distribution on all Outstanding Preferred Securities,
shall have been made or provided for, and all funds immediately
available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including any
Additional Amounts) on, or the Redemption Price of, Preferred
Securities then due and payable.  The existence of an Event of
Default does not entitle the Holders of Preferred Securities to
accelerate the maturity thereof.

     (b)  In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of the
Common Securities shall have no right to act with respect to any
such Event of Default under this Trust Agreement until the
effects of all such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise
eliminated.  Until all such Events of Default under this Trust
Agreement with respect to the Preferred Securities have been so
cured, waived or otherwise eliminated, the Property Trustee shall
act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the Holder of the Common Securities, and
only the Holders of the Preferred Securities will have the right
to direct the Property Trustee to act on their behalf.

     SECTION 4.4.  Payment Procedures.

     Payments of Distributions (including any Additional Amounts)
in respect of the Preferred Securities shall be made by check
mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the
Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the
applicable Distribution Dates.  Payments of Distributions to
Holders of $1,000,000 or more in aggregate Liquidation Amount of
Preferred Securities may be made by wire transfer of immediately
available funds upon written request of such Holder of Preferred
Securities to the Securities Registrar not later than 15 calendar
days prior to the date on which the Distribution is payable.
Payments in respect of the Common Securities shall be made in
such manner as shall be mutually agreed between the Property
Trustee and the Holder of the Common Securities.

     SECTION 4.5.  Tax Returns and Reports.

     The Administrators shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal,
state and local tax and information returns and reports required
to be filed by or in respect of the Issuer Trust.  In this
regard, the Administrators shall (a) prepare and file (or cause
to be prepared and filed) all Internal Revenue Service forms
required to be filed in respect of the Issuer Trust in each
taxable year of the Issuer Trust and (b) prepare and furnish (or
cause to be prepared and furnished) to each Holder all Internal
Revenue Service forms required to be provided by the Issuer
Trust.  The Administrators shall provide the Depositor and the
Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing.  The Issuer Trustees
and the Administrators shall comply with United States federal
withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Holders
under the Trust Securities.

     On or before December 15 of each year during which any
Preferred Securities are outstanding, the Administrators shall
furnish to the Paying Agent such information as may be reasonably
requested by the Property Trustee in order that the <PAGE> Property
Trustee may prepare the information which it is required to
report for such year on Internal Revenue Service Forms 1096 and
1099 pursuant to Section 6049 of the Internal Revenue Code of
1986, as amended.  Such information shall include the amount of
original issue discount includible in income for each outstanding
Preferred Security during such year.

     SECTION 4.6.  Payment of Taxes; Duties, Etc. of the Issuer
Trust.

     Upon receipt under the Junior Subordinated Debentures of
Additional Sums, the Property Trustee shall promptly pay any
taxes, duties or governmental charges of whatsoever nature (other
than withholding taxes) imposed on the Issuer Trust by the United
States or any other taxing authority.

     SECTION 4.7.  Payments under Indenture or Pursuant to Direct
Actions.

     Any amount payable hereunder to any Holder of Preferred
Securities shall be reduced by the amount of any corresponding
payment such Holder has directly received pursuant to Section 5.8
of the Indenture or Section 5.13 of this Trust Agreement.

     SECTION 4.8.  Liability of the Holder of Common Securities.

     The Holder of Common Securities shall be liable for the
debts and obligations of the Issuer Trust as set forth in Section
6.7 of the Indenture regarding allocation of expenses.


                            ARTICLE V

                  TRUST SECURITIES CERTIFICATES

     SECTION 5.1.  Initial Ownership.

     Upon the formation of the Issuer Trust and the contribution
by the Depositor pursuant to Section 2.3 and until issuance of
the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole
beneficial owner of the Issuer Trust.

     SECTION 5.2.  The Trust Securities Certificates.

     (a)  The Trust Securities Certificates shall be executed on
behalf of the Issuer Trust by manual or facsimile signature of at
least one Administrator except as provided in Section 5.3. Trust
Securities Certificates bearing the signatures of individuals who
were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Issuer Trust, shall be
validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices
at the date of delivery of such Trust Securities Certificates.  A
transferee of a Trust Securities Certificate shall become a
Holder, and shall be entitled to the rights and subject to the
obligations of a Holder hereunder, upon due registration of such
Trust Securities Certificate in such transferee's name pursuant
to Section 5.5.

     (b)  Upon their original issuance, Preferred Securities
Certificates shall be issued in the form of one or more fully
registered Global Preferred Securities Certificates which will be
deposited with or on behalf of the Depositary and registered in
the name of the Depositary's nominee.  Unless and until it is
exchangeable in whole or in part for the Preferred Securities in
definitive form, a global security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.

     (c)  A single Common Securities Certificate representing the
Common Securities shall be issued to the Depositor in the form of
a definitive Common Securities Certificate.



<PAGE>





     SECTION 5.3.  Execution and Delivery of Trust Securities
Certificates.

     At the Time of Delivery, the Administrators shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount
as provided in Sections 2.4 and 2.5, to be executed on behalf of
the Issuer Trust and delivered to the Property Trustee and upon
such delivery the Property Trustee shall countersign and register
such Trust Securities Certificates and deliver such Trust
Securities Certificates upon the written order of the Depositor,
executed by two authorized officers thereof, without further
corporate action by the Depositor, in authorized denominations.

     SECTION 5.4.  Global Preferred Security.

     (a)  Any Global Preferred Security issued under this Trust
Agreement shall be registered in the name of the nominee of the
Clearing Agency and delivered to such custodian therefor, and
such Global Preferred Security shall constitute a single
Preferred Security for all purposes of this Trust Agreement.

     (b)  Notwithstanding any other provision in this Trust
Agreement, a Global Preferred Security may not be exchanged in
whole or in part for Preferred Securities registered, and no
transfer of the Global Preferred Security in whole or in part may
be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security, or its nominee thereof
unless (i) such Clearing Agency advises the Property Trustee in
writing that such Clearing Agency is no longer willing or able to
properly discharge its responsibilities as Clearing Agency with
respect to such Global Preferred Security, and the Depositor is
unable to locate a qualified successor, (ii) the Issuer Trust at
its option advises the Depositary in writing that it elects to
terminate the book-entry system through the Clearing Agency, or
(iii) there shall have occurred and be continuing an Event of
Default.

     (c)  If a Preferred Security is to be exchanged in whole or
in part for a beneficial interest in a Global Preferred Security,
then either (i) such Global Preferred Security shall be so
surrendered for exchange or cancellation as provided in this
Article V or (ii) the Liquidation Amount thereof shall be reduced
or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such
other Preferred Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Security Registrar,
whereupon the Property Trustee, in accordance with the Applicable
Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Preferred
Security by the Clearing Agency, accompanied by registration
instructions, the Administrators shall execute and the Property
Trustee shall, subject to Section 5.4(b) and as otherwise
provided in this Article V, countersign, register and deliver any
Preferred Securities issuable in exchange for such Global
Preferred Security (or any portion thereof) in accordance with
the instructions of the Clearing Agency.  The Property Trustee
shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

     (d)  Every Preferred Security countersigned, registered and
delivered upon registration of transfer of, or in exchange for or
in lieu of, a Global Preferred Security or any portion thereof,
whether pursuant to this Article V or Article IV or otherwise,
shall be authenticated and delivered in the form of, and shall
be, a Global Preferred Security, unless such Global Preferred
Security is registered in the name of a Person other than the
Clearing Agency for such Global Preferred Security or a nominee
thereof.

     (e)  The Clearing Agency or its nominee, as the registered
owner of a Global Preferred Security, shall be considered the
Holder of the Preferred Securities represented by such Global
Preferred Security for all purposes under this Trust Agreement
and the Preferred Securities, and owners of beneficial interests
in such Global Preferred Security shall hold such interests
pursuant to the Applicable Procedures and, except as otherwise
provided herein, shall not be entitled to receive physical
delivery of any such Preferred Securities in definitive form and
shall not be considered the Holders thereof under this Trust
Agreement.  Accordingly, any such owner's beneficial interest in
the Global Preferred Security shall be shown only on, and the
transfer of such interest shall be effected only through, records
maintained by the Clearing Agency or its nominee.  Neither the
Property Trustee, the Securities Registrar nor the Depositor
shall have any liability in respect of any transfers effected by
the Clearing Agency.



<PAGE>





     (f)  The rights of owners of beneficial interests in a
Global Preferred Security shall be exercised only through the
Clearing Agency and shall be limited to those established by law
and agreements between such owners and the Clearing Agency.

     SECTION 5.5.  Registration of Transfer and Exchange
Generally; Certain Transfers and Exchanges; Preferred Securities
Certificates.

     (a)  The Property Trustee shall keep or cause to be kept at
its Corporate Trust Office a register or registers for the
purpose of registering Preferred Securities Certificates and
transfers and exchanges of Preferred Securities Certificates in
which the registrar and transfer agent with respect to the
Preferred Securities (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide
for the registration of Preferred Securities Certificates and
Common Securities Certificates (subject to Section 5.11 in the
case of Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates as
herein provided.  Such register is herein sometimes referred to
as the "Securities Register."  The Property Trustee is hereby
appointed "Securities Registrar" for the purpose of registering
Preferred Securities and transfers of Preferred Securities as
herein provided.

     Upon surrender for registration of transfer of any Preferred
Security at the offices or agencies of the Property Trustee
designated for that purpose, the Administrators and the Property
Trustee shall execute, countersign, register and deliver, in the
name of the designated transferee or transferees, one or more new
Preferred Securities of the same series of any authorized
denominations of like tenor and aggregate principal amount and
bearing such legends as may be required by this Trust Agreement.

     At the option of the Holder, Preferred Securities may be
exchanged for other Preferred Securities of any authorized
denominations, of like tenor and aggregate Liquidation Amount and
bearing such legends as may be required by this Trust Agreement,
upon surrender of the Preferred Securities to be exchanged at
such office or agency.  Whenever any securities are so
surrendered for exchange, the Administrators shall execute and
the Property Trustee shall countersign, register and deliver the
Preferred Securities that the Holder making the exchange is
entitled to receive.

     All Preferred Securities issued upon any transfer or
exchange of Preferred Securities shall be the valid obligations
of the Issuer Trust, evidencing the same debt, and entitled to
the same benefits under this Trust Agreement, as the Preferred
Securities surrendered upon such transfer or exchange.

     Every Preferred Security presented or surrendered for
transfer or exchange shall (if so required by the Property
Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Property
Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

     No service charge shall be made to a Holder for any transfer
or exchange of Preferred Securities, but the Property Trustee may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
transfer or exchange of Preferred Securities.

     Neither the Issuer Trust nor the Property Trustee shall be
required, pursuant to the provisions of this Section, (i) to
issue, register the transfer of or exchange any Preferred
Security during a period beginning at the opening of business 15
days before the day of selection for redemption of Preferred
Securities pursuant to Article IV and ending at the close of
business on the day of mailing of the notice or (ii) to register
the transfer of or exchange any Preferred Security so selected
for of redemption, redemption in whole or in part, except, in the
case of any such Preferred Security to be redeemed in part, any
portion thereof not to be redeemed.

     (b)  Certain Transfers and Exchanges.  Trust Securities may
only be transferred, in whole or part, in accordance with the
terms and conditions set forth in this Trust Agreement.  Any
transfer or purported transfer of any Trust Security not made in
accordance with this Trust Agreement shall be null and void.



<PAGE>





          (i)  Non Global Security to Non Global Security.  A
Trust Security that is not a Global Preferred Security may be
transferred, in whole or in part, to a Person who takes delivery
in the form of another Trust Security that is not a Global
Security as provided in Section 5.5(a).

          (ii) Free Transferability.  Subject to this Section
5.5, Preferred Securities shall be freely transferable.

          (iii)     Exchanges Between Global Preferred Security
and Non-Global Preferred Security.  A beneficial interest in a
Global Preferred Security may be exchanged for a Preferred
Security that is not a Global Preferred Security as provided in
Section 5.4.

     SECTION 5.6.  Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates.

     If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities
Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Securities Certificate
and (b) there shall be delivered to the Securities Registrar and
the Administrators such security or indemnity as may be required
by them to save each of them harmless, then in the absence of
notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrators, or any one
of them, on behalf of the Issuer Trust shall execute and make
available for delivery, and the Property Trustee shall
countersign and register, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class,
tenor and denomination.  In connection with the issuance of any
new Trust Securities Certificate under this Section, the
Administrators or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to
this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Issuer Trust
corresponding to that evidenced by the lost, stolen or destroyed
Trust Certificate, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be
found at any time.

     SECTION 5.7.  Persons Deemed Holders.

     The Issuer Trustees, the Securities Registrar or the
Depositor shall treat the Person in whose name any Trust
Securities are issued as the owner of such Trust Securities for
the purpose of receiving Distributions and for all other purposes
whatsoever, and none of the Issuer Trustees, the Administrators,
the Securities Registrar nor the Depositor shall be bound by any
notice to the contrary.

     SECTION 5.8.  Access to List of Holders' Names and
Addresses.

     Each Holder and each Owner shall be deemed to have agreed
not to hold the Depositor, the Property Trustee, or the
Administrators accountable by reason of the disclosure of its
name and address, regardless of the source from which such
information was derived.

     SECTION 5.9.  Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of
the Administrators, which consent shall not be unreasonably
withheld, an office or offices or agency or agencies where
Preferred Securities certificates may be surrendered for
registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust
Securities Certificates may be served.  The Property Trustee
initially designates its Corporate Trust Office at 123 Washington
Street, New York, NY 10006, Attention: Corporate Trust and Agency
Group - Corporate Market Services, as its corporate trust office
for such purposes.  The Property Trustee shall give prompt
written notice to the Depositor, the Administrators and to the
Holders of any change in the location of the Securities Register
or any such office or agency.



<PAGE>





     SECTION 5.10.  Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Holders from
the Payment Account and shall report the amounts of such
Distributions to the Property Trustee and the Administrators.
Any Paying Agent shall have the revocable power to withdraw funds
from the Payment Account solely for the purpose of making the
Distributions referred to above.  The Property Trustee may revoke
such power and remove any Paying Agent in its sole discretion.
The Paying Agent shall initially be the Property Trustee.  Any
Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrators
and the Property Trustee.  In the event that the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Property
Trustee shall appoint a successor (which shall be a bank or trust
company) that is reasonably acceptable to the Administrators to
act as Paying Agent.  Such successor Paying Agent or any
additional Paying Agent appointed by the Administrators shall
execute and deliver to the Issuer Trustees an instrument in which
such successor Paying Agent or additional Paying Agent shall
agree with the Issuer Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall
be paid to such Holders.  The Paying Agent shall return all
unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee.  The provisions of Sections
8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role
as Paying Agent, for so long as the Bank shall act as Paying
Agent and, to the extent applicable, to any other paying agent
appointed hereunder.  Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent chosen by the
Property Trustee unless the context requires otherwise.

     SECTION 5.11.  Ownership of Common Securities by Depositor.

     At each Time of Delivery, the Depositor shall acquire and
retain beneficial and record ownership of the Common Securities
except (i) in connection with a consolidation or merger of the
Depositor into another corporation or any conveyance, transfer or
lease by the Depositor of its properties and assets substantially
as an entirety to any Person, pursuant to Section 8.1 of the
Indenture, or (ii) a transfer to an Affiliate of the Depositor in
compliance with applicable law (including the Securities Act and
applicable state securities and blue sky laws).  Except as
provided for, any attempted transfer of the Common Securities
shall be void.  The Administrators shall cause each Common
Securities Certificate issued to the Depositor to contain a
legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A
SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE
DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF
THE TRUST AGREEMENT."

     SECTION 5.12.  Notices to Clearing Agency.

     To the extent that a notice or other communication to the
Holders is required under this Trust Agreement, for so long as
Preferred Securities are represented by a Global Preferred
Securities Certificate, the Administrators and the Issuer
Trustees shall give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

     SECTION 5.13.  Rights of Holders.

     (a)  The legal title to the Trust Property is vested
exclusively in the Property Trustee (in its capacity as such) in
accordance with Section 2.9, and the Holders shall not have any
right or title therein other than the undivided beneficial
interest in the assets of the Issuer Trust conferred by their
Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the
Issuer Trust except as described below.  The Trust Securities
shall be personal property giving only the rights specifically
set forth therein and in this Trust Agreement.  The Trust
Securities shall have no preemptive or similar rights and when
issued and delivered to Holders against payment of the purchase
price therefor will be fully paid and nonassessable by the Issuer
Trust.  Subject to Section 4.8 hereof the Holders of the Trust
Securities, in their capacities as such, shall be entitled to the
same limitation of personal liability extended to stockholders of
private corporations for profit organized under the General
Corporation Law of the State of Delaware.



<PAGE>





     (b)  For so long as any Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Debenture
Trustee fails or the holders of not less than 25% in principal
amount of the outstanding Junior Subordinated Debentures fail to
declare the principal of all of the Junior Subordinated
Debentures to be immediately due and payable, the Holders of at
least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right to make such declaration by a
notice in writing to the Property Trustee, the Depositor and the
Debenture Trustee.

     At any time after such a declaration of acceleration with
respect to the Junior Subordinated Debentures has been made and
before a judgment or decree for payment of the money due has been
obtained by the Debenture Trustee as provided in the Indenture,
the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the
Depositor and the Debenture Trustee, may rescind and annul such
declaration and its consequences if:

          (i)  the Depositor has paid or deposited with the
Debenture Trustee a sum sufficient to pay

               (A)  all overdue installments of interest on all
       of the Junior Subordinated Debentures,

               (B)  any accrued Additional Interest on all of the
      Junior Subordinated Debentures,

               (C)  the principal of (and premium, if any,
     on) any Junior Subordinated Debentures which have
     become due otherwise than by such declaration of
     acceleration and interest and Additional Interest
     thereon at the rate borne by the Junior Subordinated
     Debentures, and

               (D)  all sums paid or advanced by the
     Debenture Trustee under the Indenture and the
     reasonable compensation, expenses, disbursements and
     advances of the Debenture Trustee and the Property
     Trustee, their agents and counsel; and

          (ii) all Events of Default with respect to the Junior
Subordinated Debentures, other than the non-payment of the
principal of the Junior Subordinated Debentures which has become
due solely by such acceleration, have been cured or waived as
provided in Section 5.13 of the Indenture.

     If the Property Trustee fails to annul any such declaration
and waive such default, the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities shall also have
the right to rescind and annul such declaration and its
consequences by written notice to the Depositor, the Property
Trustee and the Debenture Trustee, subject to the satisfaction of
the conditions set forth in Clause (i) and (ii) of this Section
5.13.

     The Holders of at least a Majority in Liquidation Amount of
the Preferred Securities may, on behalf of the Holders of all the
Preferred Securities, waive any past default under the Indenture,
except a default in the payment of principal or interest (unless
such default has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than
by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of
the holder of each outstanding Junior Subordinated Debentures.
No such rescission shall affect any subsequent default or impair
any right consequent thereon.

     Upon receipt by the Property Trustee of written notice
declaring such an acceleration, or rescission and annulment
thereof, by Holders of the Preferred Securities all or part of
which is represented by Global Preferred Securities, a record
date shall be established for determining Holders of Outstanding
Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the
Property Trustee receives such notice.  The Holders on such
record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided,
that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice
prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further
effect.  Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day
period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is


<PAGE>





identical to a written notice which has been canceled pursuant to
the proviso to the preceding sentence, in which event a new
record date shall be established pursuant to the provisions of
this Section 5.13(b).

     (c)  For so long as any Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject
to the terms of this Trust Agreement and the Indenture, upon a
Debenture Event of Default specified in Section 5.1(1) or 5.1(2)
of the Indenture, any Holder of Preferred Securities shall have
the right to institute a proceeding directly against the
Depositor, pursuant to Section 5.9 of the Indenture, for
enforcement of payment to such Holder of the principal amount of
or interest on Junior Subordinated Debentures having an aggregate
principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such Holder (a "Direct Action").  Except
as set forth in Sections 5.13(b) and 5.13(c), the Holders of
Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of,
the Junior Subordinated Debentures.


                            ARTICLE VI

                ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1.  Limitations on Holder's Voting Rights.

     (a)  Except as provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and
management of the Issuer Trust or the obligations of the parties
hereto, nor shall anything herein set forth or contained in the
terms of the Trust Securities certificates be construed so as to
constitute the Holders from time to time as members of an
association.

     (b)  So long as any Junior Subordinated Debentures are held
by the Property Trustee on behalf of the Issuer Trust, the
Property Trustee shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the
Debenture Trustee, or executing any trust or power conferred on
the Property Trustee with respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under
Section 5.13 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the
Junior Subordinated Debentures shall be due and payable or (iv)
consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debentures, where such
consent shall be required, without, in each case, obtaining the
prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, provided,
however, that where a consent under the Indenture would require
the consent of each Holder of Junior Subordinated Debentures
affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of
Preferred Securities.  The Property Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the
Holders of Preferred Securities.  The Property Trustee shall
notify all Holders of the Preferred Securities of any notice of
default received with respect to the Junior Subordinated
Debentures.  In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of
the foregoing actions, the Issuer Trustees shall, at the expense
of the Depositor, obtain an Opinion of Counsel experienced in
such matters to the effect that such action will not cause the
Issuer Trust to be taxable as a corporation for United States
federal income tax purposes.

     (c)  If any proposed amendment to the Trust Agreement
provides for, or the Issuer Trust otherwise proposes to effect,
(i) any action that would adversely affect in any material
respect the interests, powers, preferences or special rights of
the Preferred Securities, whether by way of amendment to the
Trust Agreement or otherwise, or (ii) the dissolution of the
Issuer Trust, other than pursuant to the terms of this Trust
Agreement, then the Holders of Outstanding Trust Securities as a
class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities.  Notwithstanding any other
provision of this Trust Agreement, no amendment to this Trust
Agreement may be made if, as a result of such amendment, it would
cause the Issuer Trust to be taxable as a corporation for United
States federal income tax purposes.



<PAGE>





     SECTION 6.2.  Notice of Meetings.

     Notice of all meetings of the Holders, stating the time,
place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of record, at his
registered address, at least 15 days and not more than 90 days
before the meeting.  At any such meeting, any business properly
before the meeting may be so considered whether or not stated in
the notice of the meeting.  Any adjourned meeting may be held as
adjourned without further notice.

     SECTION 6.3.  Meetings of Holders.

     No annual meeting of Holders is required to be held.  The
Property Trustee, however, shall call a meeting of Holders to
vote on any matter upon the written request of the Holders of
record of 25% of the aggregate Liquidation Amount of the
Preferred Securities and the Administrators or the Property
Trustee may, at any time in their discretion, call a meeting of
Holders of Preferred Securities to vote on any matters as to
which Holders are entitled to vote.

     Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, present in person or represented by proxy,
shall constitute a quorum at any meeting of Holders of the
Preferred Securities.

     If a quorum is present at a meeting, an affirmative vote by
the Holders of record present, in person or by proxy, holding
Preferred Securities representing at least a Majority in
Liquidation Amount of the Preferred Securities held by the
Holders present, either in person or by proxy, at such meeting
shall constitute the action of the Holders of Preferred
Securities, unless this Trust Agreement requires a greater number
of affirmative votes.

     SECTION 6.4.  Voting Rights.

     Holders shall be entitled to one vote for each $10 of
Liquidation Amount represented by their outstanding Trust
Securities in respect of any matter as to which such Holders are
entitled to vote.

     SECTION 6.5.  Proxies, etc.

     At any meeting of Holders, any Holder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted
at any meeting unless it shall have been placed on file with the
Property Trustee, or with such other officer or agent of the
Issuer Trust as the Property Trustee may direct, for verification
prior to the time at which such vote shall be taken.  Pursuant to
a resolution of the Property Trustee, proxies may be solicited in
the name of the Property Trustee or one or more officers of the
Property Trustee.  Only Holders of record shall be entitled to
vote.  When Trust Securities are held jointly by several persons,
any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them
shall be present at such meeting in person or by proxy, and such
joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such
Trust Securities.  A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or
prior to its exercise, and the burden of proving invalidity shall
rest on the challenger.  No proxy shall be valid more than three
years after its date of execution.

     SECTION 6.6.  Holder Action by Written Consent.

     Any action which may be taken by Holders at a meeting may be
taken without a meeting if Holders holding at least a Majority in
Liquidation Amount of all Trust Securities entitled to vote in
respect of such action (or such larger proportion thereof as
shall be required by any other provision of this Trust Agreement)
shall consent to the action in writing.

     SECTION 6.7.  Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled
to notice of and to vote at any meeting or by written consent, or
to participate in any distribution on the Trust Securities in
respect of which a record date is not otherwise provided for in
this Trust Agreement, or for the purpose of any other action, the
Administrators or Property Trustee may from <PAGE> time to time fix a
date, not more than 90 days prior to the date of any meeting of
Holders or the payment of a distribution or other action, as the
case may be, as a record date for the determination of the
identity of the Holders of record for such purposes.

     SECTION 6.8.  Acts of Holders.

     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this
Trust Agreement to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective
when such instrument or instruments are delivered to the Property
Trustee.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1)
conclusive in favor of the Issuer Trustees, if made in the manner
provided in this Section.

     The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof.  Where such execution
is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.  The fact and date of the
execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other
manner which any Issuer Trustee or Administrator receiving the
same deems sufficient.

     The ownership of Trust Securities shall be proved by the
Securities Register.

     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Trust Security
shall bind every future Holder of the same Trust Security and the
Holder of every Trust Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the
Issuer Trustees, the Administrators or the Issuer Trust in
reliance thereon, whether or not notation of such action is made
upon such Trust Security.

     Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the
Liquidation Amount of such Trust Security or by one or more duly
appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation
Amount.

     If any dispute shall arise among the Holders, the
Administrators or the Issuer Trustees with respect to the
authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such
Holder or Issuer Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

     A Holder may institute a legal proceeding directly against
the Depositor under the Guarantee Agreement to enforce its rights
under the Guarantee Agreement without first instituting a legal
proceeding against the Guarantee Trustee (as defined in the
Guarantee Agreement), the Issuer Trust, any Issuer Trustee, any
Administrator or any person or entity.

     SECTION 6.9.  Inspection of Records.

     Upon reasonable notice to the Administrators and the
Property Trustee, the records of the issuer Trust shall be open
to inspection by Holders during normal business hours for any
purpose reasonably related to such Holder's interest as a Holder.



<PAGE>





                           ARTICLE VII

                  REPRESENTATIONS AND WARRANTIES

     SECTION 7.1.  Representations and Warranties of the Property
Trustee and the Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each
severally on behalf of and as to itself, hereby represents and
warrants for the benefit of the Depositor and the Holders that:

     (a)  The Property Trustee is a banking corporation with
trust powers, duly organized, validly existing and in good
standing under the laws of New York, with trust power and
authority to execute and deliver, and to carry out and perform
its obligations under the terms of this Trust Agreement.

     (b)  The execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all
necessary corporate action on the part of the Property Trustee;
and this Trust Agreement has been duly executed and delivered by
the Property Trustee, and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles
of equity and the discretion of the court (regardless of whether
the enforcement of such remedies is considered in a proceeding in
equity or at law).

     (c)  The execution, delivery and performance of this Trust
Agreement by the Property Trustee does not conflict with or
constitute a breach of the certificate of incorporation or
by-laws of the Property Trustee.

     (d)  At the Time of Delivery, the Property Trustee has not
knowingly created any liens or encumbrances on the Trust
Securities.

     (e)  No consent, approval or authorization of, or
registration with or notice to, any New York State or federal
banking authority is required for the execution, delivery or
performance by the Property Trustee, of this Trust Agreement.

     (f)  The Delaware Trustee is duly organized, validly
existing and in good standing under the laws of the State of
Delaware, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of,
the Trust Agreement.

     (g)  The execution, delivery and performance by the Delaware
Trustee of this Trust Agreement has been duly authorized by all
necessary corporate action on the part of the Delaware Trustee;
and this Trust Agreement has been duly executed and delivered by
the Delaware Trustee, and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles
of equity and the discretion of the court (regardless of whether
the enforcement of such remedies is considered in a proceeding in
equity or at law).

     (h)  The execution, delivery and performance of this Trust
Agreement by the Delaware Trustee does not conflict with or
constitute a breach of the certificate of incorporation or
by-laws of the Delaware Trustee.

     (i)  No consent, approval or authorization of, or
registration with or notice to any state or Federal banking
authority is required for the execution, delivery or performance
by the Delaware Trustee, of this Trust Agreement.

     (j)  The Delaware Trustee is an entity which has its
principal place of business in the State of Delaware.

     SECTION 7.2.  Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit
of the Holders that:



<PAGE>





     (a)  the Trust Securities Certificates issued at the Time of
Delivery on behalf of the Issuer Trust have been duly authorized
and will have been duly and validly executed, and, subject to
payment therefor, issued and delivered by the Issuer Trustees
pursuant to the terms and provisions of, and in accordance with
the requirements of, this Trust Agreement, and the Holders will
be, as of each such date, entitled to the benefits of this Trust
Agreement; and

     (b)  there are no taxes, fees or other governmental charges
payable by the Issuer Trust (or the Issuer Trustees on behalf of
the Issuer Trust) under the laws of the State of Delaware or any
political subdivision thereof in connection with the execution,
delivery and performance by either the Property Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.


                           ARTICLE VIII

             THE ISSUER TRUSTEES; THE ADMINISTRATORS

     SECTION 8.1.  Certain Duties and Responsibilities.

     (a)  The duties and responsibilities of the Issuer Trustees
and the Administrators shall be as provided by this Trust
Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of
this Trust Agreement shall require the Issuer Trustees or the
Administrators to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or
powers, if they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it or them.  Whether or
not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of
or affording protection to the Issuer Trustees or the
Administrators shall be subject to the provisions of this
Section.  Nothing in this Trust Agreement shall be construed to
release an Administrator or the Issuer Trustees from liability
for his or its own negligent action, his or its own negligent
failure to act, or his or its own willful misconduct.  To the
extent that, at law or in equity, an Issuer Trustee or
Administrator has duties and liabilities relating to the Issuer
Trust or to the Holders, such Issuer Trustee or Administrator
shall not be liable to the Issuer Trust or to any Holder for such
Issuer Trustee's or Administrator's good faith reliance on the
provisions of this Trust Agreement.  The provisions of this Trust
Agreement, to the extent that they restrict the duties and
liabilities of the Issuer Trustees and Administrators otherwise
existing at law or in equity, are agreed by the Depositor and the
Holders to replace his or such other duties and liabilities of
the Issuer Trustees and Administrators.

     (b)  All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from
the revenue and proceeds from the Trust Property and only to the
extent that there shall be sufficient revenue or proceeds from
the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each
Holder, by his or its acceptance of a Trust Security, agrees that
he or it will look solely to the revenue and proceeds from the
Trust Property to the extent legally available for distribution
to it or him as herein provided and that neither the Issuer
Trustees nor the Administrators are personally liable to it or
him for any amount distributable in respect of any Trust Security
or for any other liability in respect of any Trust Security.
This Section 8.l(b) does not limit the liability of the Issuer
Trustees expressly set forth elsewhere in this Trust Agreement
or, in the case of the Property Trustee, in the Trust Indenture
Act.

     (c)  The Property Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Trust Agreement
(including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property
Trustee.  If an Event of Default has occurred (that has not been
cured or waived pursuant to Section 5.13 of the Indenture), the
Property Trustee shall enforce this Trust Agreement for the
benefit of the Holders and shall exercise such of the rights and
powers vested in it by this Trust Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the
conduct of his or her own affairs.

     (d)  No provision of this Trust Agreement shall be construed
to relieve the Property Trustee from liability for its own
negligent action, its own negligent failure to act, or its own
willful misconduct, except that:



<PAGE>





          (i)  prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default
that may have occurred:

               (A)  the duties and obligations of the
     Property Trustee shall be determined solely by the
     express provisions of this Trust Agreement (including
     pursuant to Section 10.10), and the Property Trustee
     shall not be liable except for the performance of such
     duties and obligations as are specifically set forth in
     this Trust Agreement (including pursuant to Section
     10.10); and

               (B)  in the absence of bad faith on the part
     of the Property Trustee, the Property Trustee may
     conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the
     Property Trustee and conforming to the requirements of
     this Trust Agreement; but in the case of any such
     certificates or opinions that by any provision hereof
     or of the Trust Indenture Act are specifically required
     to be furnished to the Property Trustee, the Property
     Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the
     requirements of this Trust Agreement;

          (ii) the Property Trustee  shall not be liable for any
error of judgment made in good faith by an authorized officer of
the Property Trustee, unless it shall be proved that the Property
Trustee was negligent in ascertaining the pertinent facts;

          (iii)     the Property Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of at least
a Majority in Liquidation Amount of the Preferred Securities
relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee
under this Trust Agreement;

          (iv) the Property Trustee's sole duty with respect to
the custody, safe keeping and physical preservation of the Junior
Subordinated Debentures and the Payment Account shall be to deal
with such Property in a similar manner as the Property Trustee
deals with similar property for its own account, subject to the
protections and limitations on liability afforded to the Property
Trustee under this Trust Agreement and the Trust Indenture Act;

          (v)  the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise
agree with the Depositor; and money held by the Property Trustee
need not be segregated from other funds held by it except in
relation to the Payment Account maintained by the Property
Trustee pursuant to Section 3.1 and except to the extent
otherwise required by law;

          (vi) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrators or the Depositor
with their respective duties under this Trust Agreement, nor
shall the Property Trustee be liable for the default or
misconduct of any other Issuer Trustee, the Administrators or the
Depositor; and

          (vii)     no provision of this Trust Agreement shall
require the Property Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or
powers, if the Property Trustee shall have reasonable grounds for
believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Trust Agreement
or adequate indemnity against such risk or liability is not
reasonably assured to it.

     (e)  The Administrators shall not be responsible for
monitoring the compliance by the Issuer Trustees or the Depositor
with their respective duties under this Trust Agreement, nor
shall either Administrator be liable for the default or
misconduct of any other Administrator, the Issuer Trustees or the
Depositor.

     SECTION 8.2.  Certain Notices.

     Within five Business Days after the occurrence of any Event
of Default actually known to a Responsible Officer of the
Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, notice <PAGE> of such
Event of Default to the Holders and the Administrators, unless
such Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of
interest on the Junior Subordinated Debentures pursuant to the
Indenture, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such exercise
to the Holders and the Administrators, unless such exercise shall
have been revoked.

     SECTION 8.3.  Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a)  the Property Trustee may rely and shall be fully
protected in acting or refraining from acting in good faith upon
any resolution, Opinion of Counsel, certificate, written
representation of a Holder or transferee, certificate of auditors
or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented
by the proper party or parties;

     (b)  any direction or act of the Depositor contemplated by
this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (c)  the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including
any financing or continuation statement or any filing under tax
or securities laws) or any re-recording, refiling or registration
thereof;

     (d)  the Property Trustee may consult with counsel of its
own choosing (which counsel may be counsel to the Depositor or
any of its Affiliates, and may include any of its employees) and
the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon and in accordance with such advice; the Property Trustee
shall have the right at any time to seek instructions concerning
the administration of this Trust Agreement from any court of
competent jurisdiction;

     (e)  the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust
Agreement at the request or direction of any of the Holders
pursuant to this Trust Agreement, unless such Holders shall have
offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction; provided that, nothing contained in this Section
8.3(e) shall be taken to relieve the Property Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise
the rights and powers vested in it by this Trust Agreement;

     (f)  the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other
evidence of indebtedness or other paper or document, unless
requested in writing to do so by one or more Holders, but the
Property Trustee may make such further inquiry or investigation
into such facts or matters as it may see fit;

     (g)  the Property Trustee may execute any of the trusts or
powers hereunder or perform any of its duties hereunder either
directly or by or through its agents or attorneys, provided that
the Property Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with
due care by it hereunder;

     (h)  whenever in the administration of this Trust Agreement
the Property Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or
taking any other action hereunder, the Property Trustee (i) may
request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled
to direct the Property Trustee under the terms of the Trust
Securities in respect of such remedy, right or action), (ii) may
refrain from enforcing such remedy or right or taking such <PAGE> other
action until such instructions are received, and (iii) shall be
fully protected in acting in accordance with such instructions;
and

     (i)  except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation
to take any action that is discretionary under the provisions of
this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to
impose any duty or obligation on any Issuer Trustee or
Administrator to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the
Property Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.  No
permissive power or authority available to any Issuer Trustee or
Administrator shall be construed to be a duty.

     SECTION 8.4.  Not Responsible for Recitals or Issuance of
Securities.

     The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Issuer
Trust, and the Issuer Trustees and the Administrators do not
assume any responsibility for their correctness.  The Issuer
Trustees and the Administrators shall not be accountable for the
use or application by the Depositor of the proceeds of the Junior
Subordinated Debentures.

     SECTION 8.5.  May Hold Securities.

     Except as provided in the definition of the term
"Outstanding" in Article 1, the Administrators, any Issuer
Trustee or any other agent of any Issuer Trustee or the Issuer
Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust Securities and, subject to Sections 8.8
and 8.13, may otherwise deal with the Issuer Trust with the same
rights it would have if it were not an Administrator, Issuer
Trustee or such other agent.

     SECTION 8.6.  Compensation; Indemnity; Fees.

     The Depositor agrees:

     (a)  to pay to the Issuer Trustees from time to time
reasonable compensation for all services rendered by them
hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust);

     (b)  to reimburse the Issuer Trustees and the Administrators
upon request for all reasonable expenses, disbursements and
advances incurred or made by the Issuer Trustees in accordance
with any provision of this Trust Agreement (including the
reasonable compensation, expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as
may be attributable to their negligence or willful misconduct;
and

     (c)  to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) each
Administrator, (iii) any Affiliate of any Issuer Trustee, (iv)
any officer, director, shareholder, employee, representative or
agent of any Issuer Trustee, and (v) any employee or agent of the
Issuer Trust, (referred to herein as an "Indemnified Person")
from and against any loss, damage, liability, tax, penalty,
expense or claim of any kind or nature whatsoever incurred by
such Indemnified Person arising out of or in connection with the
creation, operation or dissolution of the Issuer Trust or any act
or omission performed or omitted by such Indemnified Person in
good faith on behalf of the Issuer Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust
Agreement, except that no Indemnified Person shall be entitled to
be indemnified in respect of any loss, damage or claim incurred
by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

     The provisions of this Section 8.6 shall survive the
termination of this Trust Agreement.



<PAGE>





     No Issuer Trustee may claim any lien or charge on any Trust
Property as a result of any amount due pursuant to this Section
8.6.

     The Depositor, any Administrator and any Issuer Trustee may
engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar
or dissimilar to the business of the Issuer Trust, and the Issuer
Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement in and to such independent
ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the
business of the Issuer Trust, shall not be deemed wrongful or
improper.  Neither the Depositor, any Administrator, nor any
issuer Trustee shall be obligated to present any particular
investment or other opportunity to the Issuer Trust even if such
opportunity is of a character that, if presented to the Issuer
Trust, could be taken by the Issuer Trust, and the Depositor, any
Administrator or any Issuer Trustee shall have the right to take
for its own account (individually or as a partner or fiduciary)
or to recommend to others any such particular investment or other
opportunity.  Any Issuer Trustee may engage or be interested in
any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee
or agent for, or act on any committee or body of holders of,
securities or other obligations of the Depositor or its
Affiliates.

     SECTION 8.7.  Corporate Property Trustee Required;
Eligibility of Trustees and Administrators.

     (a)  There shall at all times be a Property Trustee
hereunder with respect to the Trust Securities.  The Property
Trustee shall be a Person that is a national or state chartered
bank and eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least
$50,000,000.  If any such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.  If at any time the
Property Trustee with respect to the Trust Securities shall cease
to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.  At the time of
appointment, the Property Trustee must have securities rated in
one of the three highest rating categories by a nationally
recognized statistical rating organization.

     (b)  There shall at all times be one or more Administrators
hereunder.  Each Administrator shall be either a natural person
who is at least 21 years of age or a legal entity that shall act
through one or more persons authorized to bind that entity.  An
employee, officer or Affiliate of the Depositor may serve as an
Administrator.

     (c)  There shall at all times be a Delaware Trustee.  The
Delaware Trustee shall either be a natural person who is at least
21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State of
Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons
authorized to bind such entity.

     SECTION 8.8.  Conflicting Interests.

     (a)  If the Property Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture
Act, the Property Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject
to the provisions of, the Trust Indenture Act and this Trust
Agreement.

     (b)  The Guarantee Agreement and the Indenture shall be
deemed to be specifically described in this Trust Agreement for
the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

     SECTION 8.9.  Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the
time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee,
the Depositor and the Administrators shall for such purpose join
with the Property Trustee in the execution, delivery, and
performance of all instruments and agreements necessary or proper
to appoint, one or more Persons approved by the <PAGE> Property Trustee
either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent
required by law to act as separate trustee of any such property,
in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons
in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of
this Section.  Any co-trustee or separate trustee appointed
pursuant to this Section shall either be (i) a natural person who
is at least 21 years of age and a resident of the United States
or (ii) a legal entity with its principal place of business in
the United States that shall act through one or more persons
authorized to bind such entity.

     Should any written instrument from the Depositor be required
by any co-trustee or separate trustee so appointed for more fully
confirming to such co-trustee or separate trustee such property,
title, right, or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the
Depositor.

     Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject
to the following terms, namely:

     (a)  The Trust Securities shall be executed by one or more
Administrators, and the Trust Securities shall be countersigned,
registered and delivered and all rights, powers, duties, and
obligations hereunder in respect of the custody of securities,
cash and other personal property held by, or required to be
deposited or pledged with, the Property Trustees specified
hereunder, shall be exercised, solely by the Property Trustee and
not by such co-trustee or separate trustee.

     (b)  The rights, powers, duties, and obligations hereby
conferred or imposed upon the Property Trustee in respect of any
property covered by such appointment shall be conferred or
imposed upon and exercised or performed by the Property Trustee
and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform
such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee
or separate trustee.

     (c)  The Property Trustee at any time, by an instrument in
writing executed by it, with the written concurrence of the
Depositor, may accept the resignation of or remove any co-trustee
or separate trustee appointed under this Section, and, in case a
Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the
concurrence of the Depositor.  Upon the written request of the
property Trustee, the Depositor shall join with the Property
Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such
resignation or removal.  A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the
manner provided in this Section.

     (d)  No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the
Property Trustee or any other trustee hereunder.

     (e)  The Property Trustee shall not be liable by reason of
any act of a co-trustee or separate trustee.

     (f)  Any Act of Holders delivered to the Property Trustee
shall be deemed to have been delivered to each such co-trustee
and separate trustee.

     SECTION 8.10.  Resignation and Removal; Appointment of
Successor.

     No resignation or removal of any Issuer Trustee (the
"Relevant Trustee") and no appointment of a successor Trustee
pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, a Relevant
Trustee may resign at any time by giving written notice thereof
to the Holders.  The Holders of the Common Securities shall
appoint a successor by requesting from at least three Persons
meeting the eligibility requirements its expenses and charges to
serve as the successor Trustee on a form provided by the
Administrators, and selecting the Person who agrees to the lowest
expenses and charges.  If the instrument of <PAGE> acceptance by the
successor Trustee required by Section 8.11 shall not have been
delivered to the Relevant Trustee within 60 days after the giving
of such notice of resignation, the Relevant Trustee may petition,
at the expense of the Issuer Trust, any court of competent
jurisdiction for the appointment of a successor Trustee.

     The Property Trustee or the Delaware Trustee may be removed
at any time by Act of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the
Issuer Trust) (i) for cause (including upon the occurrence of an
Event of Default described in subparagraph (f) of the definition
thereof with respect to the Relevant Trustee), or (ii) if a
Debenture Event of Default shall have occurred and be continuing
at any time.

     If a Relevant Trustee shall be removed or become incapable
of acting as Issuer Trustee, or if any vacancy shall occur in the
office of any Issuer Trustee for any cause, the Holders of the
Common Securities shall promptly appoint a successor Trustee or
Trustees, and such successor Issuer Trustee shall comply with the
applicable requirements of Section 8.11. If no successor Trustee
shall have been so appointed by the Holders of the Common
Securities and accepted appointment in the manner required by
Section 8.11, any Holder, on behalf of himself and all others
similarly situated, or any other Issuer Trustee, may petition any
court in the State of Delaware for the appointment of a successor
Trustee.

     The Property Trustee shall give notice of each resignation
and each removal of a Relevant Trustee and each appointment of a
successor Trustee to all Holders in the manner provided in
Section 10.8 and shall give notice to the Depositor and to the
Administrators.  Each notice shall include the name of the
Relevant Trustee and the address of its Corporate Trust Office if
it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Holders of
the Common Securities, incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled
by the Property Trustee following the procedures regarding
expenses and charges set forth above (with the successor in each
case being a Person who satisfies the eligibility requirement for
Administrators or Delaware Trustee, as the case may be, set forth
in Section 8.7).

     SECTION 8.11.  Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Trustee,
the retiring Relevant Trustee and each such successor Trustee
with respect to the Trust Securities shall execute, acknowledge
and deliver an instrument wherein each successor Trustee shall
accept such appointment and which shall contain such provisions
as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Trust Securities and the Issuer Trust, and upon the execution and
delivery of such instrument the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the Relevant Trustee; but,
on request of the Issuer Trust or any successor Trustee such
Relevant Trustee shall duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and
money held by such Relevant Trustee hereunder with respect to the
Trust Securities and the Trust.

     Upon request of any such successor Trustee, the Issuer Trust
shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in the first or second
preceding paragraph, as the case may be.

     No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

     SECTION 8.12.  Merger, Conversion, Consolidation or
Succession to Business.

     Any Person into which the Property Trustee or the Delaware
Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion
or consolidation to which such Relevant Trustee shall be a party,
or any Person succeeding to all or substantially all the
corporate trust business of such Relevant Trustee, <PAGE> shall be the
successor of such Relevant Trustee hereunder, provided that such
Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

     SECTION 8.13.  Preferential Collection of Claims Against
Depositor or Issuer Trust.

     If and when the Property Trustee shall be or become a
creditor of the Depositor (or any other obligor upon the Trust
Securities), the Property Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of
claims against the Depositor (or any such other obligor) as is
required by the Trust Indenture Act.

     SECTION 8.14.  Trustee May File Proofs of Claim.

     In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition
or other similar judicial proceeding relative to the Issuer Trust
or any other obligor upon the Trust Securities or the property of
the Issuer Trust or of such other obligor, the Property Trustee
(irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of
whether the Property Trustee shall have made any demand on the
Issuer Trust for the payment of any past due Distributions) shall
be entitled and empowered, to the fullest extent permitted by
law, by intervention in such proceeding or otherwise:

     (a)  to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Trust Securities
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Property Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents
and counsel) and of the Holders allowed in such judicial
proceeding, and

     (b)  to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property
Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Property Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances
of the Property Trustee, its agents and counsel, and any other
amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the
Property Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement,
adjustment or compensation affecting the Trust Securities or the
rights of any Holder thereof or to authorize the Property Trustee
to vote in respect of the claim of any Holder in any such
proceeding.

     SECTION 8.15.  Reports by Property Trustee.

     (a)  Not later than January 31 of each year commencing with
January 31, 1998, the Property Trustee shall transmit to all
Holders in accordance with Section 10.8, and to the Depositor, a
brief report dated as of the immediately preceding December 31
with respect to:

          (i)  its eligibility under Section 8.7 or, in lieu
thereof, if to the best of its knowledge it has continued to be
eligible under said Section, a written statement to such effect;
and

          (ii) any change in the property and funds in its
possession as Property Trustee since the date of its last report
and any action taken by the Property Trustee in the performance
of its duties hereunder which it has not previously reported and
which in its opinion materially affects the Trust Securities.

     (b)  In addition the Property Trustee shall transmit to
Holders such reports concerning the Property Trustee and its
actions under this Trust Agreement as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided
pursuant thereto as set forth in Section 10.10 of this Trust
Agreement.



<PAGE>





     (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with
the Depositor.

     SECTION 8.16.  Reports to the Property Trustee.

     The Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such documents,
reports and information as required by Section 314 of the Trust
Indenture Act and the compliance certificate required by Section
314(a) of the Trust Indenture Act in the form, in the manner and
at the times required by Section 314 of the Trust Indenture Act,
as set forth in Section 10.10 of this Trust Agreement.  The
Depositor and the Administrators shall annually file with the
Property Trustee a certificate specifying whether such Person is
in compliance with all the terms and covenants applicable to such
Person hereunder.

     SECTION 8.17.  Evidence of Compliance with Conditions
Precedent.

     Each of the Depositor and the Administrators on behalf of
the Issuer Trust shall provide to the Property Trustee such
evidence of compliance with any conditions precedent, if any,
provided for in this Trust Agreement that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act as
set forth in Section 10.10 of this Trust Agreement.  Any
certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be
given in the form of an Officers' Certificate.

     SECTION 8.18.  Number of Issuer Trustees.

     (a)  The number of Issuer Trustees shall be two.  The
Property Trustee and the Delaware Trustee may be the same Person.

     (b)  If an Issuer Trustee ceases to hold office for any
reason, a vacancy shall occur.  The vacancy shall be filled with
an Issuer Trustee appointed in accordance with Section 8.10.

     (c)  The death, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of
an Issuer Trustee shall not operate to annul the Issuer Trust.

     SECTION 8.19.  Delegation of Power.

     (a)  Any Administrator may, by power of attorney consistent
with applicable law, delegate to any other natural person over
the age of 21 his or her power for the purpose of executing any
documents contemplated in Section 2.7(a) or making any
governmental filing; and

     (b)  The Administrators shall have power to delegate from
time to time to such of their number the doing of such things and
the execution of such instruments either in the name of the
Issuer Trust or the names of the Administrators or otherwise as
the Administrators may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the
provisions of this Trust Agreement.

     SECTION 8.20.  Appointment of Administrators.

     (a)  The Administrators (other than the initial
Administrators) shall be appointed by the Holders of a Majority
in Liquidation Amount of the Common Securities and all
Administrators (including the initial Administrators) may be
removed by the Holders of a Majority in Liquidation Amount of the
Common Securities or may resign at any time.  Each Administrator
shall sign an agreement agreeing to comply with the terms of this
Trust Agreement.  If at any time there is no Administrator, the
Property Trustee or any Holder who has been a Holder of Trust
Securities for at least six months may petition any court of
competent jurisdiction for the appointment of one or more
Administrators.



<PAGE>





     (b)  Whenever a vacancy in the number of Administrators
shall occur, until such vacancy is filled by the appointment of
an Administrator in accordance with this Section 8.20, the
Administrators in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement),
shall have all the powers granted to the Administrators and shall
discharge all the duties imposed upon the Administrators by this
Trust Agreement.

     (c)  Notwithstanding the foregoing, or any other provision
of this Trust Agreement, in the event any Administrator or a
Delaware Trustee who is a natural person dies or becomes, in the
opinion of the Holders of a Majority in Liquidation Amount of the
Common Securities, incompetent, or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled
by the remaining Administrators, if there were at least two of
them prior to such vacancy, and by the Depositor, if there were
not two such Administrators immediately prior to such vacancy
(with the successor in each case being a Person who satisfies the
eligibility requirement for Administrators or Delaware Trustee,
as the case may be, set forth in Section 8.7).

     (d)  Except as otherwise provided in this Trust Agreement,
or by applicable law, any one Administrator may execute any
document or otherwise take any action which the Administrators
are authorized to take under this Trust Agreement.


                            ARTICLE IX

               DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1.  Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall
automatically dissolve on June 30, 2028 (the "Expiration Date"),
following the distribution of the Trust Property in accordance
with Section 9.4.

     SECTION 9.2.  Early Termination.

     The first to occur of any of the following events is an
"Early Termination Event":

     (a)  the occurrence of the appointment of a receiver or
other similar official in any liquidation, insolvency or similar
proceeding with respect to the Depositor or all or substantially
all of its property, or a court or other governmental agency
shall enter a decree or order and such decree or order shall
remain unstayed and undischarged for a period of 60 days, unless
the Depositor shall transfer the Common Securities as provided by
Section 5.11, in which case this provision shall refer instead to
any such successor Holder of the Common Securities;

     (b)  the written direction to the Property Trustee from the
Holder of the Common Securities at any time to dissolve the
Issuer Trust and to distribute the Junior Subordinated Debentures
to Holders in exchange for the Preferred Securities (which
direction, subject to Section 9.4(a), is optional and wholly
within the discretion of the Holders of the Common Securities);

     (c)  the redemption of all of the Preferred Securities in
connection with the redemption of all the Junior Subordinated
Debentures; and

     (d)  the entry of an order for dissolution of the Issuer
Trust by a court of competent jurisdiction.

     SECTION 9.3.  Dissolution.

     The respective obligations and responsibilities of the
Issuer Trustees, the Administrators and the Issuer Trust created
and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to
Holders of all amounts required to be distributed hereunder upon
the liquidation of the Issuer Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to
Section 4.2, (b) the payment of any expenses <PAGE> owed by the Issuer
Trust, (c) the discharge of all administrative duties of the
Administrators, including the performance of any tax reporting
obligations with respect to the Issuer Trust or the Holders and
(d) the filing by the Issuer Trustees of a certificate of
cancellation with the Delaware Secretary of State.

     SECTION 9.4.  Liquidation.

     (a)  If an Early Termination Event specified in clause (a),
(b) or (d) of Section 9.2 occurs or upon the Expiration Date, the
Issuer Trust shall be liquidated by the Property Trustee as
expeditiously as the Property Trustee determines to be possible
by distributing, after satisfaction of liabilities to creditors
of the Issuer Trust as provided by applicable law, to each Holder
a Like Amount of Junior Subordinated Debentures, subject to
Section 9.4(d). Notice of liquidation shall be given by the
Property Trustee by first-class mail, postage prepaid, mailed not
later than 15 nor more than 45 days prior to the Liquidation Date
to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register.  All notices of liquidation
shall:

          (i)  state the Liquidation Date;

          (ii) state that, from and after the Liquidation Date,
the Trust Securities will no longer be deemed to be Outstanding
and any Trust Securities Certificates not surrendered for
exchange will be deemed to represent a Like Amount of Junior
Subordinated Debentures; and

          (iii)     provide such information with respect to the
mechanics by which Holders may exchange Trust Securities
Certificates for Junior Subordinated Debentures, or if Section
9.4(d) applies receive a Liquidation Distribution, as the
Administrators or the Property Trustee shall deem appropriate,

     (b)  Except where Section 9.2(c) or 9.4(d) applies, in order
to effect the liquidation of the Issuer Trust and distribution of
the Junior Subordinated Debentures to Holders, the Property
Trustee shall establish a record date for such distribution
(which shall be not more than 30 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such
procedures as it shall deem appropriate to effect the
distribution of Junior Subordinated Debentures in exchange for
the Outstanding Trust Securities Certificates.

     (c)  Except where Section 9.2(c) or 9.4(d) applies, after
the Liquidation Date, (i) the Trust Securities will no longer be
deemed to be Outstanding, (ii) the Clearing Agency for the
Preferred Securities or its nominee, as the registered holder of
the Global Preferred Securities Certificate, shall receive a
registered global certificate or certificates representing the
Junior Subordinated Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the
Clearing Agency or its nominee, and, (iii) any Trust Securities
Certificates not held by the Clearing Agency for the Preferred
Securities or its nominee as specified in clause (ii) above will
be deemed to represent Junior Subordinated Debentures having a
principal amount equal to the stated Liquidation Amount of the
Trust Securities represented thereby and bearing accrued and
unpaid interest in an amount equal to the accumulated and unpaid
Distributions on such Trust Securities until such certificates
are presented to the Securities Registrar for transfer or
reissuance.

     (d)  If, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered
by a court of competent jurisdiction or otherwise, distribution
of the Junior Subordinated Debentures is not practical, or if any
Early Termination Event specified in clause (c) of Section 9
occurs, the Trust Property shall be liquidated, and the Issuer
Trust shall be dissolved by the Property Trustee in such manner
as the Property Trustee determines.  In such event, on the date
of the dissolution of the Issuer Trust, Holders will be entitled
to receive out of the assets of the Issuer Trust available for
distribution to Holders, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, an
amount equal to the aggregate of Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the
date of payment (such amount being the "Liquidation Distribution
").  If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Issuer Trust has
insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Issuer Trust on the Trust
Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts).  The Holders of the Common Securities will
be entitled to receive Liquidation Distributions upon any such
dissolution pro rata (determined as aforesaid) <PAGE> with Holders of
Preferred Securities, except that, if a Debenture Event of
Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities as provided in
Section 4.3.

     SECTION 9.5.  Mergers, Consolidations, Amalgamations or
Replacements of the Issuer Trust.

     The Issuer Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to, any
entity, except pursuant to this Section 9.5. At the request of
the Holders of the Common Securities, and with the consent of the
Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, the Issuer Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided,
however, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Issuer Trust with respect
to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms
as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities have the same priority as the
Preferred Securities with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) a trustee of
such successor entity possessing the same powers and duties as
the Property Trustee is appointed to hold the Junior Subordinated
Debentures, (iii) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating
organization if the Preferred Securities were rated by any
nationally recognized statistical rating organization immediately
prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the
holders of the Preferred Securities (including any Successor
Securities) in any material respect, (v) such successor entity
has a purpose substantially identical to that of the Issuer
Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Issuer Trustee
has received an Opinion of Counsel from independent counsel
experienced in such matters to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights preferences and
privileges of the holders of the Preferred Securities (including
any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an "investment
company" under the Investment Company Act and (vii) the Depositor
or any permitted transferee to whom it has transferred the Common
Securities hereunder own all of the Common Securities of such
successor entity and guarantees the obligations of such successor
entity under the Successor Securities at least to the extent
provided by the Guarantee Agreement.  Notwithstanding the
foregoing, the Issuer Trust shall not, except with the consent of
holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit
any other entity to consolidate, amalgamate, merge with or into,
or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Issuer
Trust or the successor entity to be taxable as a corporation for
United States federal income tax purposes.


                            ARTICLE X

                     MISCELLANEOUS PROVISIONS

     SECTION 10.1.  Limitation of Rights of Holders.

     Except as set forth in Section 9.2, the death or incapacity
of any person having an interest, beneficial or otherwise, in
Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such
person or any Holder for such person, to claim an accounting,
take any action or bring any proceeding in any court for a
partition or winding-up of the arrangements contemplated hereby,
nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.  Any merger or similar
agreement shall be executed by the Administrators on behalf of
the issuer Trust.



<PAGE>





     SECTION 10.2.  Amendment.

     (a)  This Trust Agreement may be amended from time to time
by the Property Trustee and the Holders of a Majority in
Liquidation Amount of the Common Securities, without the consent
of the Delaware Trustee or the Administrators or any Holder of
the Preferred Securities (i) to cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with
any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Trust
Agreement, provided, however, that such amendment shall not
adversely affect in any material respect the interests of any
Holder or (ii) to modify, eliminate or add to any provisions of
this Trust Agreement to such extent as shall be necessary to
ensure that the Issuer Trust will not be taxable as a corporation
for United States federal income tax purposes at any time that
any Trust Securities are Outstanding or to ensure that the Issuer
Trust will not be required to register as an investment company
under the Investment Company Act.

     (b)  Except as provided in Section 10.2(c) hereof, any
provision of this Trust Agreement may be amended by the Property
Trustee and the Holders of a Majority in Liquidation Amount of
the Common Securities without the consent of the Delaware Trustee
or the Administrators but with (i) the consent of Holders of at
least a Majority in Liquidation Amount of the Preferred
Securities and (ii) receipt by the Issuer Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of
any power granted to the Issuer Trustees in accordance with such
amendment will not cause the Issuer Trust to be taxable as a
corporation for United States federal income tax purposes or
affect the Issuer Trust's exemption from status of an "investment
company" under the Investment Company Act.

     (c)  In addition to and notwithstanding any other provision
in this Trust Agreement, without the consent of each affected
Holder (such consent being obtained in accordance with Section
6.3 or 6.6 hereof), this Trust Agreement may not be amended to
(i) change the amount or timing of any Distribution on the Trust
Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a
Holder to institute suit for the enforcement of any such payment
on or after such date.

     (d)  Notwithstanding any other provisions of this Trust
Agreement, no Issuer Trustee shall enter into or consent to any
amendment to this Trust Agreement which would cause the Issuer
Trust to fail or cease to qualify for the exemption from status
as an "investment company" under the Investment Company Act or be
taxable as a corporation for United States federal income tax
purposes.

     (e)  Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor and the
Administrators, this Trust Agreement may not be amended in a
manner which imposes any additional obligation on the Depositor
or the Administrators.

     (f)  In the event that any amendment to this Trust Agreement
is made, the Administrators or the Property Trustee shall
promptly provide to the Depositor a copy of such amendment.

     (g)  Neither the Property Trustee nor the Delaware Trustee
shall be required to enter into any amendment to this Trust
Agreement which affects its own rights, duties or immunities
under this Trust Agreement.  The Property Trustee shall be
entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is
in compliance with this Trust Agreement.

     (h)  Any amendments to this Trust Agreement shall become
effective when notice of such amendment is given to the holders
of the Trust Securities.

     SECTION 10.3.  Separability.

     In case any provision in this Trust Agreement or in the
Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.



<PAGE>





     SECTION 10.4.  Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH
OF THE HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER
TRUSTEES AND THE ADMINISTRATORS WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE.

     SECTION 10.5.  Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security
shall be a day that is not a Business Day, then such payment need
not be made on such date but may be made on the next succeeding
day that is a Business Day (except as otherwise provided in
Sections 4.2(d)), with the same force and effect as though made
on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

     SECTION 10.6.  Successors.

     This Trust Agreement shall be binding upon and shall inure
to the benefit of any successor to the Depositor, the Issuer
Trust, the Administrators and any Issuer Trustee, including any
successor by operation of law.  Except in connection with a
consolidation, merger or sale involving the Depositor that is
permitted under Article VIII of the Indenture and pursuant to
which the assignee agrees in writing to perform the Depositor's
obligations hereunder, the Depositor shall not assign its
obligations hereunder.

     SECTION 10.7.  Headings.

     The Article and Section headings are for convenience only
and shall not affect the construction of this Trust Agreement.

     SECTION 10.8.  Reports, Notices and Demands.

     Any report, notice, demand or other communication that by
any provision of this Trust Agreement is required or permitted to
be given or served to or upon any Holder or the Depositor may be
given or served in writing by deposit thereof, first class
postage prepaid, in the United States mail, hand delivery or
facsimile transmission, in each case, addressed, (a) in the case
of a Holder of Preferred Securities, to such Holder as such
Holder's name and address may appear on the Securities Register;
and (b) in the case of the Holder of Common Securities or the
Depositor, to Broad National Bancorporation, 905 Broad Street,
Newark, New Jersey 07102, Attention: Office of the Secretary,
facsimile no.: (201) 596-2699 or to such other address as may be
specified in a written notice by the Depositor to the property
Trustee.  Such notice, demand or other communication to or upon a
Holder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.
Such notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Depositor.

     Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be
given or served to or upon the Issuer Trust, the Property
Trustee, the Delaware Trustee, the Administrators, or the Issuer
Trust shall be given in writing addressed (until another address
is published by the Issuer Trust) as follows: (a) with respect to
the Property Trustee to Bankers Trust Company, Four Albany
Street, 4th Floor, New York, NY 10006, Attention: Corporate Trust
and Agency Group Corporate Market Services; (b) with respect to
the Delaware Trustee to Bankers Trust (Delaware), 1001 Jefferson
Street, Suite 550, Wilmington, Delaware 19801, Attention: Lisa
Wilkins; and (c) with respect to the Administrators, to them at
the address above for notices to the Depositor, marked
"Attention: Office of the Secretary".  Such notice, demand or
other communication to or upon the Issuer Trust or the Property
Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee, or such Administrator.



<PAGE>





     SECTION 10.9.  Agreement Not to Petition.

     Each of the Issuer Trustees, the Administrators and the
Depositor agree for the benefit of the Holders that, until at
least one year and one day after the Issuer Trust has been
dissolved in accordance with Article IX, they shall not file, or
join in the filing of, a petition against the Issuer Trust under
any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the
commencement of any proceeding against the Issuer Trust under any
Bankruptcy Law.  In the event the Depositor takes action in
violation of this Section 10.9, the Property Trustee agrees, for
the benefit of Holders, that at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor
against the Issuer Trust or the commencement of such action and
raise the defense that the Depositor has agreed in writing not to
take such action and should be estopped and precluded therefrom
and such other defenses, if any, as counsel for the Issuer
Trustee or the Issuer Trust may assert.  If any Issuer Trustee or
Administrator takes action in violation of this Section 10.9, the
Depositor agrees, for the benefit of the Holders, that at the
expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such
petition by such Person against the Depositor or the commencement
of such action and raise the defense that such Person has agreed
in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as counsel
for the Issuer Trustee or the Issuer Trust may assert.  The
provisions of this Section 10.9 shall survive the termination of
this Trust Agreement.

     SECTION 10.10.  Trust Indenture Act; Conflict with Trust
Indenture Act.

     (a)  Trust Indenture Act,- Application. (i) This Trust
Agreement is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Trust Agreement and shall,
to the extent applicable, be governed by such provisions; (ii) if
and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control; (iii) for purposes of this Trust
Agreement, the Property Trustee, to the extent permitted by
applicable law and/or the rules and regulations of the
commission, shall be the only Issuer Trustee which is a trustee
for the purposes of the Trust Indenture Act; and (iv) the
application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Preferred Securities and the
Common Securities as equity securities representing undivided
beneficial interests in the assets of the Issuer Trust.

     (b)  Lists of Holders of Preferred Securities. (i) Each of
the Depositor and the Administrators on behalf of the Trust shall
provide the Property Trustee with such information as is required
under Section 312(a) of the Trust Indenture Act at the times and
in the manner provided in Section 312(a) and (ii) the Property
Trustee shall comply with its obligations under Sections 310(b),
311 and 312(b) of the Trust Indenture Act.

     (c)  Reports by the Property Trustee.  Within 60 days after
May 15 of each year, the Property Trustee shall provide to the
Holders of the Trust Securities such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form, in
the manner and at the times provided by Section 313 of the Trust
Indenture Act.  The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

     (d)  Periodic Reports to Property Trustee.  Each of the
Depositor and the Administrators on behalf of the Issuer Trust
shall provide to the Property Trustee, the Commission and the
Holders of the Trust Securities, as applicable, such documents,
reports and information as required by Section 314(a)(1)-(3) (if
any) of the Trust Indenture Act and the compliance certificates
required by Section 314(a)(4) and (c) of the Trust Indenture Act
(provided that any certificate to be provided pursuant to Section
314(a)(4) of the Trust Indenture Act shall be provided within 120
days of the end of each fiscal year of the Issuer Trust).

     (e)  Evidence of Compliance with Conditions Precedent.  Each
of the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such evidence of
compliance with any conditions precedent, if any, provided for in
this Trust Agreement which relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act.  Any certificate or
opinion required to be given pursuant to Section 314(c) shall
comply with Section 314(e) of the Trust Indenture Act.



<PAGE>





     (f)  Disclosure of Information.  The disclosure of
information as to the names and addresses of the Holders of Trust
Securities in accordance with Section 312 of the Trust Indenture
Act, regardless of the source from which such information was
derived, shall not be deemed to be a violation of any existing
law or any law hereafter enacted which does not specifically
refer to Section 312 of the Trust Indenture Act, nor shall the
Property Trustee be held accountable by reason of mailing any
material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

     SECTION 10.11.  Acceptance of Terms of Trust Agreement,
Guarantee and Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL
OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT,
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND
ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF
ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE
GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE
SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE
AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS
AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING,
OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH
HOLDER AND SUCH OTHERS.

                         BROAD NATIONAL BANCORPORATION
                         as Depositor


                         By:_____________________________
                         Name:
                         Title:

                         BANKERS TRUST COMPANY,
                         as Property Trustee


                         By:_____________________________
                         Name:
                         Title:

                         BANKERS TRUST (DELAWARE),
                         as Delaware Trustee and not
                         in its individual capacity


                         By:____________________________
                         Name:
                         Title:

Subscribed to and Accepted by,
as the Initial Administrators:


____________________________
Donald M. Karp

____________________________
James Boyle




<PAGE>





                                                        EXHIBIT A




        [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE]





<PAGE>





                                                        EXHIBIT B


        [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT]




<PAGE>





                                                        EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR
AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW
AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate Number                                     Number of
Common Securities

C-________

             Certificate Evidencing Common Securities

                                of

                        BNB Capital Trust

                     9.50% Common Securities

           (liquidation amount $10 per Common Security)

     BNB Capital Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Issuer Trust"), hereby
certifies that Broad National Bancorporation (the "Holder") is
the registered owner of              (___) common securities of
the Issuer Trust representing undivided beneficial interests in
the assets of the Issuer Trust and has designated the 9.50%
Common Securities (liquidation amount $10 per Common Security)
(the "Common Securities").  Except in accordance with Section
5.11 of the Trust Agreement (as defined below) the Common
Securities are not transferable and any attempted transfer hereof
other than in accordance therewith shall be void.  The
designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth
in, and this certificate and the Common Securities represented
hereby are issued and shall in all respects be subject to the
terms and provisions of, the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of June 30, 1997, as the same may
be amended from time to time (the "Trust Agreement") among Broad
National Bancorporation, as Depositor, Bankers Trust Company, as
Property Trustee, Bankers Trust (Delaware), as Delaware Trustee,
and the Holders of Trust Securities, including the designation of
the terms of the Common Securities as set forth therein.  The
Issuer Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Issuer Trust at
its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

     Terms used but not defined herein have the meanings set
forth in the Trust Agreement.



<PAGE>





     IN WITNESS WHEREOF, one of the Administrators of the Issuer
Trust has executed this certificate this 30th day of June, 1997.

                              BNB CAPITAL TRUST



                              By:_________________________
                              Name:
                              Administrator



COUNTERSIGNED AND REGISTERED:

BANKERS TRUST COMPANY,
  as Securities Registrar



By:____________________________
     Name:
     Signatory Officer



<PAGE>





                                                        EXHIBIT D




     [IF THE PREFERRED SECURITIES CERTIFICATE IS TO BE A GLOBAL
PREFERRED SECURITIES CERTIFICATE, INSERT -- This Preferred
Securities Certificate is a Global Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter
referred to and is registered in the name of a Depositary or a
nominee of a Depositary.  This Preferred Security Certificate is
exchangeable for Preferred Securities Certificates registered in
the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Trust
Agreement and may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary, except in the limited circumstances described in the
Trust Agreement.

     Unless this Preferred Security Certificate is presented by
an authorized representative of The Depository Trust Company, a
New York Corporation ("DTC), to BNB Capital Trust or its agent
for registration of transfer, exchange or payment, and any
Preferred Security Certificate issued is registered in the name
of such nominee as is requested by an authorized representative
of DTC (and any payment is made to such entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, has an interest
herein.]

     NO EMPLOYEE BENEFIT OR OTHER PLAN OR INDIVIDUAL RETIREMENT
ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH,
A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN
ASSETS" BY REASON OF ANY PLAN's INVESTMENT IN THE ENTITY (A "PLAN
ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY
PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE
OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE OR HOLDING IS
COVERED BY THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH
RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE OF ANY
PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE
96-23, 95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST
BY THE DEPOSITOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR
OTHER EVIDENCE WITH RESPECT TO THE APPLICABILITY OF SUCH
EXEMPTION.  ANY PURCHASER OR HOLDER OF THIS PREFERRED SECURITIES
CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT EITHER (A)
THE PURCHASER AND HOLDER ARE NOT A PLAN OR A PLAN ASSET ENTITY
AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN
ASSETS" OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE
PREFERRED SECURITIES IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED
BY PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION.




<PAGE>





     CERTIFICATE NUMBER            NUMBER OF PREFERRED SECURITIES

     P-____

                      CUSIP NO. 055948 20 2

           CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                OF

                        BNB CAPITAL TRUST

           9.50% CUMULATIVE TRUST PREFERRED SECURITIES

         (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)



     BNB Capital Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Issuer Trust"), hereby
certifies that (the "Holder") is the registered owner of ________
(_____) preferred securities of the Issuer Trust representing a
preferred undivided beneficial interest in the assets of the
Issuer Trust and has designated the BNB Capital Trust 9.50%
Cumulative Trust Preferred Securities (liquidation amount $10 per
Preferred Security) (the "Preferred Securities").  The Preferred
Securities are transferable on the books and records of the
Issuer Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form
for transfer as provided in Section 5.5 of the Trust Agreement
(as defined below).  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and
the Preferred Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Issuer Trust, dated
as of June 30, 1997, as the same may be amended from time to time
(the "Trust Agreement"), among Broad National Bancorporation, as
Depositor, Bankers Trust Company, as Property Trustee, Bankers
Trust (Delaware), as Delaware Trustee, and the Holders of Trust
Securities, including the designation of the terms of the
Preferred Securities as set forth therein.  The Holder is
entitled to the benefits of the Guarantee Agreement entered into
by Broad National Bancorporation, a New Jersey corporation, and
Bankers Trust Company, as guarantee trustee, dated as of June 30,
1997 (the "Guarantee Agreement"), to the extent provided therein.
The Issuer Trust will furnish a copy of the Issuer Trust
Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal
place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.



<PAGE>





          IN WITNESS WHEREOF, one of the Administrators of the
Issuer Trust has executed this certificate this 30th day of June,
1997.

                              BNB CAPITAL TRUST



                              By:____________________
                              Name:
                              Administrator



     COUNTERSIGNED AND REGISTERED:

     BANKERS TRUST COMPANY,
     as Securities Registrar



     By:_________________________
     Name:
     Authorized Signatory





<PAGE>





                            ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers
this Preferred Security to:

_____________________________________________________________
            (Insert assignee's social security or tax
                      identification number)

____________________________________________________________


____________________________________________________________
            (Insert address and zip code of assignee)
                     and irrevocably appoints

     agent to transfer this Preferred Security Certificate on the
     books of the Issuer Trust.  The agent may substitute another
     to act for him or her.

Date:_________________________

Signature:____________________
     (Sign exactly as your name appears on
     the other side of this Preferred Security
     Certificate)



     The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.