BROAD NATIONAL BANCORPORATION
      9.50% Junior Subordinated Debentures due June 30, 2027




No.  P-I                 CUSIP 111239 AA 7        $11,855,670.00

     BROAD NATIONAL BANCORPORATION, a New Jersey corporation
(hereinafter called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to BNB Capital Trust,
or registered assigns, the principal sum of Eleven Million Eight
Hundred Fifty-Five Thousand Six Hundred Seventy Dollars
($11,855,670) on June 30, 2027, or such other principal amount
represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with
the Indenture.  The Company further promises to pay interest on
said principal from June 30, 1997, or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein)
in arrears on the last day of March, June, September and December
of each year, commencing September 30, 1997 at the rate of 9.50%
per annum, together with Additional Sums, if any, as provided in
Section 10.6 of the Indenture, until the principal hereof is paid
or duly provided for or made available for payment; provided that
any overdue principal, premium or Additional Sums and any overdue
installment of interest shall bear Additional Interest at the
rate of 9.50% per annum (to the extent that the payment of such
interest shall be legally enforceable), compounded quarterly from
the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on
demand.  The amount of interest payable for any period less than
a full interest period shall be 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.  The amount of interest
payable for any full interest period shall be computed by
dividing the applicable rate per annum by four.  The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment, which
shall be the 15th day of March, June, September and December
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

     So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during
the term of this Security, from time to time to defer the payment
of interest on this Security for up to 20 consecutive quarterly
interest payment periods with respect to each deferral period
(each an "Extension Period"), during which Extension Periods the
Company shall have the right to make partial payments of interest
on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid including
Additional Interest, as provided below; provided, however, that
no Extension Period shall extend beyond the Stated Maturity of
the principal of this Security, as then in effect, and no such
Extension Period may end on a date other than an Interest Payment
Date; and provided, further, however, that during any such
Extension Period, the Company shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's
capital stock, or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the company that rank pari passu in all
respects with or junior in interest to this Security (other than
(a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or
consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the
issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to
the applicable Extension Period, (b) as a result of an exchange
or conversion of any class or series of the Company's capital
stock (or any capital stock of a Subsidiary of the Company) for
any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of
fractional <PAGE> interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or
the issuance of rights, stock or other property under any Rights
plan, or the redemption or repurchase of rights pursuant thereto,
or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock).  Prior to the termination of
any such Extension Period, the Company may further defer the
payment of interest, provided that no Extension Period shall
exceed 20 consecutive quarterly interest payment periods, extend
beyond the Stated Maturity of the principal of this Security or
end on a date other than an Interest Payment Date.  Upon the
termination of any such Extension Period and upon the payment of
all accrued and unpaid interest and any Additional Interest then
due on any Interest Payment Date, the Company may elect to begin
a new Extension Period, subject to the above conditions.  No
interest shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that
would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent that the
payment of such interest shall be legally enforceable) at the
rate of 9.50% per annum, compounded quarterly and calculated as
set forth in the first paragraph of this Security, from the date
on which such amounts would otherwise have been due and payable
until paid or made available for payment.  The Company shall give
the Holder of this Security and the Trustee notice of its
election to begin any Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which
interest on this Security would be payable but for such deferral
or so long as such securities are held by BNB Capital Trust, at
least one Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Preferred
Securities of the Issuer Trust would be payable but for such
deferral, and (ii) the date on which the Property Trustee of the
Issuer Trust is required to give notice to holders of such
Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one
Business Day prior to such record date.

     Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the United States, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however that at the option of the Company
payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Securities Register, or (ii) if to a Holder of
$1,000,000 or more in aggregate principal amount of this
Security, by wire transfer in immediately available funds upon
written request to the Trustee not later than 15 calendar days
prior to the date on which the interest is payable.

     The indebtedness evidenced by this Security is, to the
extent provided in the Indenture, subordinate and subject in
right of payments to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of
this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee
on his or her behalf to take such actions as may be necessary or
appropriate to effectuate the subordination so provided, and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes.  Each Holder hereof, by his or her acceptance
hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said
provisions.

     Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.




<PAGE>




     IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.

BROAD NATIONAL BANCORPORATION



By:________________________
     Name:
     Title:



Attest:



____________________________
Secretary or Assistant Secretary



          This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.



Dated:____________, 1997           BANKERS TRUST COMPANY,
                                   as Trustee



                                   By:_________________________
                                        Authorized Signatory




<PAGE>





                      [Reverse of Security]

     This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under the Junior
Subordinated Indenture, dated as of June30, 1997, (herein called
the "Indenture"), between the Company and Bankers Trust Company,
as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities,
and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal
amount to $11,855,670.

     All terms used in this Security that are defined in the
Indenture or in the Amended and Restated Trust Agreement dated as
of June 30, 1997 (as modified, amended or supplemented from time
to time the "Trust Agreement"), relating to BNB Capital Trust
(the "Issuer Trust") among the Company, as Depositor, the
Trustees named therein and the Holders from time to time of the
Trust Securities issued pursuant thereto shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the
case may be.

     The Company has the right to redeem this Security (i) on or
after June 30, 2002 in whole at any time or in part from time to
time, or (ii) in whole (but not in part), at any time within 90
days following the occurrence and during the continuation of a
Tax Event, Investment Company Event, or Capital Treatment Event,
in each case at the Redemption Price described below, and subject
to possible regulatory approval.  The Redemption Price shall
equal 100% of the principal amount hereof being redeemed,
together with accrued interest to but excluding the date fixed
for redemption.

     In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

     The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying
in any manner the rights and obligations of the Company and of
the Holders of the Securities, with the consent of the Holders of
not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental
indenture.  The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.

     As provided in and subject to the provisions of the
Indenture, if an Event of Default with respect to the Securities
of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding
Securities of this series may declare the principal amount of all
the Securities of this series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if
given by Holders), provided that, if upon an Event of Default,
the Trustee or such Holders fail to declare the principal of all
the Outstanding Securities of this series to be immediately due
and payable, the holders of at least 25% in aggregate Liquidation
Amount of the Preferred Securities then outstanding shall have
the right to make such declaration by a notice in writing to the
Company and the Trustee; and upon any such declaration the
principal amount of and the accrued interest (including any
Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on
such Securities shall remain subordinated to the extent provided
in Article XIII of the Indenture.

     No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest
(including Additional Interest) on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.




<PAGE>




     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company maintained under Section 10.2 of the Indenture for
such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Securities Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of like tenor, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.

     The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof.  As provided
in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.

     No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

     Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.

     The Company and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, this Security agrees that for
United States federal, state and local tax purposes it is
intended that this Security constitute indebtedness.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE
COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR
GOVERNMENT AGENCY.