HUBCO, INC.

                                       AND

                                   SUMMIT BANK

                                   as Trustee




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




                                    INDENTURE

                          Dated as of January 14, 1994




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




                                   $25,000,000

                          7.75% Subordinated Debentures
                                    due 2004


<PAGE>

                                TABLE OF CONTENTS



                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Definitions..................................................1
SECTION 1.2.   Incorporation by Reference of Trust Indenture Act............5
SECTION 1.3.   Rules of Construction........................................6

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.1.   Form and Dating..............................................6
SECTION 2.2.   Execution and Authentication.................................7
SECTION 2.3.   Registrar and Paying Agent...................................8
SECTION 2.4.   Paying Agent to Hold Money in Trust..........................8
SECTION 2.5.   Securityholder Lists.........................................9
SECTION 2.6.   Registration of Transfer and Exchange........................9
SECTION 2.7.   Replacement Securities......................................12
SECTION 2.8.   Outstanding Securities......................................12
SECTION 2.9.   Treasury Securities.........................................13
SECTION 2.10.  Temporary Securities........................................13
SECTION 2.11.  Cancellation................................................13
SECTION 2.12.  CUSIP Numbers...............................................14
SECTION 2.13.  Defaulted and Additional Interest...........................14

                                    ARTICLE 3
                                    COVENANTS

SECTION 3.1.   Payment of Securities.......................................15
SECTION 3.2.   Maintenance of Office or Agency.............................15
SECTION 3.3.   Maintenance and Inspection of Books and Records.............16
SECTION 3.4.   Corporate Existence.........................................16
SECTION 3.5.   Compliance with Laws........................................16
SECTION 3.6.   No Violation or Contravention. .............................16
SECTION 3.7.   Notice of Defaults..........................................17
SECTION 3.8.   Compliance Certificate......................................17
SECTION 3.9.   SEC Reports.................................................18
SECTION 3.10.  Waiver of Stay, Extension or Usury Laws.....................18
SECTION 3.11.  Payment of Taxes and Other Claims...........................18
SECTION 3.12.  Maintenance of Properties and Insurance.....................18
SECTION 3.13.  Liquidation.................................................19
SECTION 3.14.  Information.................................................19



<PAGE>


                                    ARTICLE 4
                                  MERGER, ETC.

SECTION 4.1.   When Company May Merge, etc.................................19
SECTION 4.2.   Successor Corporation Substituted...........................20

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

SECTION 5.1.   Events of Default...........................................20
SECTION 5.2.   Acceleration................................................23
SECTION 5.3.   Other Remedies..............................................23
SECTION 5.4.   Waiver of Past Defaults.....................................23
SECTION 5.5.   Control by Majority.........................................23
SECTION 5.6.   Limitation on Suits.........................................24
SECTION 5.7.   Rights of Holders to Receive Payment........................24
SECTION 5.8.   Collection Suit by Trustee..................................24
SECTION 5.9.   Trustee May File Proofs of Claim............................25
SECTION 5.10.  Priorities..................................................25
SECTION 5.11.  Undertaking for Costs.......................................26

                                    ARTICLE 6
                                     TRUSTEE

SECTION 6.1.   Duties of Trustee...........................................26
SECTION 6.2.   Rights of Trustee...........................................27
SECTION 6.3.   Individual Rights of Trustee................................28
SECTION 6.4.   Trustee's Disclaimer........................................28
SECTION 6.5.   Notice of Defaults..........................................28
SECTION 6.6.   Reports by Trustee to Holders...............................28
SECTION 6.7.   Compensation and Indemnity..................................29
SECTION 6.8.   Replacement of Trustee......................................29
SECTION 6.9.   Successor Trustee or Agent by Merger, etc...................30
SECTION 6.10.  Eligibility; Disqualification...............................30
SECTION 6.11.  Preferential Collection of Claims Against the Company.......31

                                    ARTICLE 7
                             DISCHARGE OF INDENTURE

SECTION 7.1.   Termination of Company's Obligations........................31
SECTION 7.2.   Application of Trust Money..................................32
SECTION 7.3.   Repayment to Company........................................32
SECTION 7.4.   Reinstatement...............................................33

                                    ARTICLE 8
                                   AMENDMENTS

SECTION 8.1.   Without Consent of Holders..................................33
SECTION 8.2.   With Consent of Holders.....................................34
SECTION 8.3.   Compliance with Trust Indenture Act.........................35
SECTION 8.4.   Revocation and Effect of Consents...........................35
SECTION 8.5.   Notation on or Exchange of Securities.......................35
SECTION 8.6.   Trustee to Sign Amendments, etc.............................35

                                    ARTICLE 9
                                  SUBORDINATION

SECTION 9.1.   Securities Subordinated to Senior Indebtedness..............36
SECTION 9.2.   Priority and Payment Over of Proceeds in Certain Events.....36
SECTION 9.3.   Payments May Be Paid Prior to Dissolution...................37
SECTION 9.4.   Rights of Holders of Senior Indebtedness Not to be
                Impaired...................................................37
SECTION 9.5.   Authorization to Trustee to Take Action to Effectuate
                Subordination..............................................38
SECTION 9.6.   Subrogation.................................................38
SECTION 9.7.   Obligations of Company Unconditional........................38
SECTION 9.8.   Article 10 Not a Bar to Events of Default...................39
SECTION 9.9.   Trustee Entitled to Assume Payment Not Prohibited in
                Absence of Notice..........................................39
SECTION 9.10.  Right of Trustee to Hold Senior Indebtedness................39
SECTION 9.11.  Trustee not Fiduciary for Holders of Senior Indebtedness....39

                     ARTICLE 10
                    MISCELLANEOUS

SECTION 10.1.  Trust Indenture Act Controls................................39
SECTION 10.2.  Notices.....................................................40
SECTION 10.3.  Communication by Holders with Other Holders.................40
SECTION 10.4.  Certificate and Opinion as to Conditions Precedent..........41
SECTION 10.5.  Statements Required in Certificate or Opinion...............41
SECTION 10.6.  Rules by Trustee and Agents.................................41
SECTION 10.7.  Legal Holidays..............................................41
SECTION 10.8.  Duplicate Originals.........................................42
SECTION 10.9.  Governing Law...............................................42
SECTION 10.10. No Adverse Interpretation of Other Agreements...............42
SECTION 10.11. Successors..................................................42
SECTION 10.12. Severability................................................42
SECTION 10.13. No Recourse Against Others..................................42
SECTION 10.14. Table of Contents, Headings, etc............................42
SECTION 10.15. Counterpart Originals.......................................42


<PAGE>


         INDENTURE dated as of January 14, 1994 between HUBCO, INC. a New Jersey
corporation (the "Company"),  and Summit Bank, a New Jersey banking corporation,
as trustee ("Trustee").

         WHEREAS,  the Company has duly  authorized  the issue of its  unsecured
debentures  to be  issued  (the  "Securities")  up to such  principal  amount or
amounts as may from time to time be authorized  in accordance  with the terms of
this  Indenture  and to provide,  among other  things,  for the  authentication,
delivery  and  administration  thereof,  the  Company  has duly  authorized  the
execution and delivery of this Indenture; and

         WHEREAS,  all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate  benefit of the respective holders from time to time
of the Securities as follows:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1.  Definitions.

         "Accountants'  Certificate"  means a certificate from Arthur Andersen &
Co. or other independent certified public accountants of national standing.

         "Affiliate"  means,  when used with reference to the Company or another
Person, any Person directly or indirectly  controlling,  controlled by, or under
direct or indirect common control with, the Company or such other Person, as the
case may be.  For the  purposes  of this  definition,  "control"  when used with
respect to any specified Person means the power to direct or cause the direction
of  management  or policies of such  Person,  directly  or  indirect}y,  whether
through the ownership of Voting Stock,  by contract or otherwise;  and the terms
"controlling" and "controlled" have meanings correlative of the foregoing.

         "Agent" means any Registrar, Paying Agent, co-registrar, authenticating
agent, Securities Custodian or agent for service of notices and demands.

         "Board of Directors"  means the Board of Directors of any Person or any
duly authorized committee of such Board of Directors.

         "Business  Day" means any day  excluding  Saturday,  Sunday and any day
which is a Legal Holiday.

         "Capitalized  Lease  Obligation" means any lease obligation of a Person
incurred with respect to any property (whether real, personal or mixed) acquired
or  leased  by such  Person  and used in its  business  that is  required  to be
recorded as a capitalized lease in accordance with generally accepted accounting
principles.

         "Capital  Stock"  means any and all  shares,  interests,  participation
rights or other equivalents (however designated) of corporate stock.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common  Stock"  means the class of stock,  which,  at the date of this
Indenture,  is designated as the Common Stock, without par value, of the Company
and stock of any class or classes into which such Common Stock may thereafter be
changed or reclassified.

         "Company"  means the party named as such in the first paragraph of this
Indenture and, subject to Article 4, its successors.

         "Corporate  Trust  Office" means the office of the Trustee at which the
corporate  trust  business  of the  Trustee  shall,  at any  particular  time be
administered  which  office is, at the date as of which the  Indenture is dated,
the address of the Trustee  specified in Section  10.2, or such other address as
the Trustee may give by notice to the Company.

         "Default"  means any event or  condition  which is, or after  notice or
lapse of time or both would be, an Event of Default.

         "Depository"  means  the  depository  for the  Global  Security  issued
hereunder,  which shall  initially  be The  Depository  Trust  Company,  and its
successor or successors or nominees or any  corporation  or financial or banking
institution which the Company may appoint as a successor  Depository pursuant to
the terms of Section 2.6.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "Event of Default" shall have the meaning provided in Section 6.1.

         "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
and in effect from time to time.

         "Global  Security"  means the single  certificate  evidencing in global
form the Security or Securities issuable or issued in whole or in part in global
form which is  substantially  in the form of Exhibit  A-2 and  delivered  to the
Depository or Securities Custodian.

         "Guarantee" means, as applied to any obligation, (i) a guarantee (other
than by  endorsement  of negotiable  instruments  for collection in the ordinary
course of business),  direct or indirect,  in any manner,  of any part or all of
such  obligation  or  (ii) an  agreement,  direct  or  indirect,  contingent  or
otherwise,  the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of  non-performance) of any part
or all of such  obligation,  including,  without  limiting  the  foregoing,  the
payment of amounts  drawn down by letters of credit.  The amount of a  Guarantee
shall be deemed to be the maximum amount of the obligation  guaranteed for which
the guarantor could be held liable under such Guarantee.  "Guaranteed" when used
as a verb herein has a corresponding meaning.

         "Holder" or "Securityholder"  means the Person in whose name a Security
is registered on the Registrar's books.

         "Hudson  United  Bank" means  Hudson  United  Bank,  a New Jersey State
chartered commercial bank, and a wholly-owned Subsidiary of the Company.

         "Indebtedness"  means, with respect to any Person,  (a) all obligations
of such Person for borrowed  money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion thereof), (b) all
indebtedness  of such Person which is evidenced  by a note,  debenture,  bond or
other similar  instrument,  (including,  without  limitation,  Capitalized Lease
Obligations)  or  representing  the deferred and unpaid  balance of the purchase
price  of any  property  or  services,  (c) all  indebtedness  of  such  Person,
(including, without limitation, Capitalized Lease Obligations) incurred, assumed
or given in an acquisition (whether by way of purchase,  merger or otherwise) of
any business,  real property or other assets, (d) all obligations of such Person
to purchase  securities  or other  property  which arise out of or in connection
with  the sale of the  same or  substantially  similar  securities  or  property
("Repurchase  Agreements"),  (e) any  indebtedness  of others  described  in the
preceding  clauses  (a),  (b),  (c) and (d) that such Person has  Guaranteed  or
secured  by a lien on any  asset of such  Person  or for  which it is  otherwise
liable  and (f)  any  amendment,  renewal,  extension,  deferral,  modification,
restructuring or refunding of any such indebtedness, obligation or Guarantee.

         "Indenture" means this Indenture,  as amended or supplemented from time
to time.

         "Interest  Payment Date" means the interest  payment dates specified in
paragraph 1 of the forms of Security annexed hereto as Exhibits A-1 and A-2.

         "Legal Holiday" means any day on which commercial banking  institutions
in New York or New Jersey are authorized by law or regulation to close.

         "Lien" means any lien, security interest,  charge or encumbrance of any
kind (including any conditional  sale or other title  retention  agreement,  any
lease in the nature thereof, and any agreement to give any security interest.

         "Major Bank  Subsidiary"  means a  Subsidiary  of the Company that is a
bank, as defined in 12 U.S.C. ss. 1813 or any successor law, the assets of which
as reported on Schedule RC of its most recent  Consolidated  Report of Condition
and Income  that had been  filed  prior to the date of this  Indenture  equal or
exceed 80% of the assets  reported on the most recent  Quarterly  Report on Form
10-Q  that  had  been  filed  prior  to the  date  of  this  Indenture  for  the
consolidated Company.

         "New Securities" has the meaning set forth in Section 2.2.

         "Obligations"  means, with respect to any Indebtedness,  any principal,
premium,  interest,  penalties,  fees and other liabilities payable from time to
time and any  covenants or  conditions  to be  performed  or observed  under the
documentation governing such Indebtedness.

         "Officer" of any Person  means the Chairman of the Board of  Directors,
the President, any Senior Vice-President, any Vice-President, the Treasurer, the
Secretary or the Controller of such Person.

         "Officers'  Certificate"  means a certificate signed by two Officers or
by an Officer and an  Assistant  Treasurer,  Assistant  Secretary  or  Assistant
Controller of any Person  conforming to the  requirements  set forth in Sections
10.4 and 10.5 and complying with Section 314 of the TIA.

         "Opinion of Counsel"  means a written  opinion  signed by legal counsel
who may be an  employee  of or  counsel  to the  Company  and who is  reasonably
acceptable  to the Trustee.  Each such opinion  shall comply with Section 314 of
the TIA and include the  statements  set forth in Sections 10.4 and 10.5, if and
to the extent  required  hereby.  For the purpose of rendering an opinion,  such
counsel may rely as to factual  matters  upon  certificates  or other  documents
furnished by Officers and directors of the Company and upon such other documents
as such counsel deems  appropriate as a basis of their opinion,  copies of which
shall be delivered with such opinion.

         "Paying Agent" shall have the meaning set forth in Section 2.3.

         "Person" means any individual, corporation,  partnership,  association,
joint venture, trust, entity,  unincorporated  organization or government or any
agency or political subdivision thereof.

         "Qualified  Holder"  means at any time,  (i) any Initial  Purchaser and
(ii) a Person, which individually,  or collectively with its affiliates or other
entities for which the same investment advisor,  investment manager,  trustee or
custodian  is  acting  in  connection  with the  Securities,  holds  one or more
Securities (or beneficial  interests  therein)  representing at least 10% of the
aggregate  outstanding  principal  amount of the Securities then  outstanding (a
"Qualified  Group") and has been  designated by a Qualified  Group to act as the
Qualified  Holder. A Qualified Holder shall be entitled to be recognized as such
upon the  filing  of a  certificate  (which  may be in the form of an  ombudsman
certificate) with the Company and the Trustee,  identifying the Qualified Holder
and, if applicable, the members of the Qualified Group.

         "Record Date" means,  with respect to any Interest  Payment  Date,  the
Business Day fifteen days prior to an Interest Payment Date.

         "Registrar" shall have the meaning set forth in Section 2.3.

         "Registration  Rights  Agreement"  shall have the  meaning set forth in
Section 2.2.

         "Repurchase  Agreement"  shall  have  the  meaning  set  forth  in  the
definition of "Indebtedness."

         "Restricted Securities" mean "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities"  means the 7.75%  Subordinated  Debentures due 2004 of the
Company issued  pursuant to this Indenture and, from and after the  consummation
of the Registered Exchange Offer, any New Securities issued in exchange therefor
pursuant to Section 2.2.

         "Securities  Act" means the  Securities  Act of 1933, as amended and in
effect from time to time.

         "Securities  Custodian"  means  Chemical  Bank  the  custodian  for the
Depository under an existing contractual relationship between the Depository and
the  Securities  Custodian  which will hold the Global  Security which is issued
hereunder, and any successor entity thereto.

         "Senior  Indebtedness"  means any and all  Indebtedness of the Company,
whether  outstanding  on the date of this  Indenture as  originally  executed or
thereafter created or incurred,  except any particular  Indebtedness,  for which
the instrument  creating or evidencing the same or pursuant to which the same is
outstanding  expressly  provides that such Indebtedness  shall be subordinate or
shall rank pari passu in right of payment to the Securities.

         "Significant  Subsidiary  or  Subsidiaries"  means  as of any  date any
Subsidiary  which singly,  or one or more  Subsidiaries  which in the aggregate,
would be a  "significant  subsidiary"  on such date as  defined  in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act.

         "Subsidiary" means, with respect to the Company, any corporation, bank,
association,  partnership or other business entity of which more than 50% of the
Voting  Stock or other  ownership  interests  entitled  (without  regard  to the
occurrence of any contingency) to vote in the election of directors, officers or
trustees thereof or other persons  performing  similar  functions is at the time
owned  in the  aggregate,  directly  or  indirectly,  by  the  Company  and  its
Subsidiaries.

         "TIA"   means  the  Trust   Indenture   Act  of  1939  (15  U.S.   Code
ss.77aaa-77bbbb),  as  amended  and in  effect  at the  date  as of  which  this
Indenture was originally  executed or, if this Indenture is qualified  under the
TIA, from and after the date of such qualification,  the TIA as in effect at the
date of such qualification, except in either case as provided in Section 8.3.

         "Trustee"  means  the  party  named  as such  above  until a  successor
replaces it pursuant to this Indenture and thereafter means such successor.

         "Trust  Officer",  when used with  respect  to the  Trustee,  means any
officer  assigned by the Trustee to administer  the corporate  trust business of
the Trustee, including without limitation any vice president, any assistant vice
president,  any  assistant  secretary  or  any  other  officer  of  the  Trustee
customarily  performing functions similar to those performed by any of the above
designated   officers,   who  shall,   in  any  case,  be  responsible  for  the
administration  of this document,  and also means,  with respect to a particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.

         "U.S.  Government  Obligations" means direct or indirect obligations of
the United  States of America or an agency of the United  States of America  for
the  payment of which the full faith and credit of the United  States of America
is pledged.

         "Voting  Stock" means Capital Stock which  ordinarily  has voting power
for the election of directors, whether at all times or only so long as no senior
class of Capital Stock has such voting power by reason of any contingency.

         SECTION 1.2.  Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated  by reference in and made a part of this  Indenture,  whether or
not this Indenture is qualified under the TIA.

         The  following  TIA terms  used in this  Indenture  have the  following
meanings:

                  "indenture securities" means the Securities;

                  "indenture    security   holder"   means   a   Holder   or   a
                   Securityholder;

                  "indenture to be qualified" means this Indenture;

                  "indenture  trustee"  or  "institutional  trustee"  means  the
                   Trustee; and

                  "obligor" on the Securities means the Company.

         All other  terms used in this  Indenture  that are  defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein have the meanings so assigned to them therein.

         SECTION 1.3.  Rules of Construction.

         Unless the context otherwise requires:

         (i)      a term has the meaning assigned to it;

         (ii)     an accounting term not otherwise  defined shall be interpreted
                  in accordance with generally accepted accounting principles;

         (iii)    references to "generally accepted accounting principles" shall
                  mean generally accepted accounting principles in effect in the
                  United States as at the time of any computation;

         (iv)     "or" is not exclusive;

         (v)      words in the  singular  include the plural,  and in the plural
                  include the singular;

         (vi)     provisions apply to successive events and transactions; and

         (vii)    the words  "herein",  "hereof" and "hereunder" and other words
                  of similar  import refer to this  Indenture as a whole and not
                  to any particular Article, Section or other subdivision.

                                    ARTICLE 2
                                 THE SECURITIES

         SECTION 2.1.  Form and Dating.

         The   definitive   Securities   and  the   Trustee's   certificate   of
authentication  shall be substantially in the form of Exhibit A-1, which is part
of this Indenture.  The Securities may have  notations,  legends or endorsements
required  by law,  stock  exchange  rule or usage,  which  shall be  provided in
writing by the Company to the Trustee.  Each Security shall be dated the date of
its authentication.

         The terms and provisions  contained in the Securities shall constitute,
and  are  hereby  expressly  made,  a part  of  this  Indenture.  To the  extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

         The Securities  will initially be issued in global form,  substantially
in the form of Exhibit A-2. Such Global  Security  shall  represent  such of the
outstanding  Securities as shall be specified  therein and shall provide that it
shall represent the aggregate amount of outstanding Securities from time to time
endorsed  thereon  and that  the  aggregate  amount  of  outstanding  Securities
represented  thereby may from time to time be reduced to reflect exchanges.  Any
endorsement  of a Security in global form to reflect the amount of any  increase
or decrease in the amount of outstanding Securities represented thereby shall be
made  by the  Trustee  or the  Securities  Custodian,  at the  direction  of the
Trustee, in such manner and upon instructions given by the holder thereof.

         Payment of principal of and any interest on any Security in global form
shall be made to the holder thereof.

         SECTION 2.2.  Execution and Authentication.

         Two  Officers  shall sign the  Securities  for the Company by manual or
facsimile  signature.  The Company's  seal shall be reproduced on the Securities
and may be in facsimile form.

         If an Officer  whose  signature  is on a Security no longer  holds that
office  at  the  time  the  Security  is   authenticated,   the  Security  shall
nevertheless be valid.

         A Security  shall not be valid until  executed on behalf of the Company
and  authenticated  by the manual  signature  of the Trustee,  if upon  original
issuance,  or  manual  signature  of  the  Trustee  or an  authenticating  agent
appointed pursuant to this Section 2.2 if other than upon original issuance. The
signature  of the  Trustee or of an  authenticating  agent  shall be  conclusive
evidence that the Security has been authenticated under this Indenture.

         The Trustee shall  authenticate  Securities  for original  issue in the
aggregate  principal amount of not more than  $25,000,000  pursuant to a written
order  of  the  Company  signed  by  two  Officers   directing  the  Trustee  to
authenticate the Securities. The order shall specify the amount of Securities to
be  authenticated,  the rate of  interest to be paid and the date upon which the
original  issue of Securities is to be  authenticated.  The aggregate  principal
amount of Securities outstanding at any time may not exceed $25,000,000,  except
as provided in Section 2.8.

         On or immediately after the consummation of a registered exchange offer
("Registered  Exchange Offer") pursuant to the Registration  Rights Agreement by
and among the  Company  and each of the  purchasers  identified  on  Schedule  I
thereto (the "Initial  Purchasers") dated as of January 14, 1994 (as amended and
in effect from time to time, the "Registration  Rights Agreement"),  the Trustee
shall  authenticate new securities ("New  Securities") for original issue in the
aggregate  principal  amount of not more than  $25,000,000,  less the  principal
amount of any Securities  which are not  surrendered in the Registered  Exchange
Offer,  pursuant  to a  written  order of the  Company  signed  by two  Officers
directing the Trustee to  authenticate  the New  Securities.  The New Securities
shall be identical in all material  respects to the  Securities  except that the
New Securities  will be registered  under the Securities Act, shall not bear the
transfer  restrictions set forth on the face of the form of Securities and shall
not contain the interest rate step-up provision set forth in paragraph 18 of the
Securities.  The order to the Trustee shall specify the amount of New Securities
to be authenticated, the rate of interest to be paid and the date upon which the
original issue of New Securities pursuant to the Registered Exchange Offer is to
be authenticated and shall further provide instructions concerning registration,
amounts for each Holder and  delivery.  The  aggregate  principal  amount of New
Securities  outstanding  at any  time  may  not  exceed  $25,000,000,  less  the
aggregate principal amount of Securities outstanding, if any, except as provided
in Section 2.8.

         The Trustee  may  appoint an  authenticating  agent  acceptable  to the
Company  to  authenticate  Securities.  Unless  limited  by the  terms  of  such
appointment,  an authenticating  agent may authenticate  Securities whenever the
Trustee may do so. An authenticating agent may authenticate Securities on behalf
of the Trustee,  except upon original issuance and pursuant to Section 2.7. Each
reference  in  this  Indenture  to   authentication   by  the  Trustee  includes
authentication by such agent. An authenticating  agent has the same rights as an
Agent to deal with the Company, a Subsidiary or an Affiliate of the Company.

         The  Securities   shall  be  issuable   without  coupons  and  only  in
denominations of $100,000 and integral multiples thereof.

         SECTION 2.3.  Registrar and Paying Agent.

         The  Company  shall  maintain  an  office or agency in the State of New
Jersey or the City of New York,  New York where  Securities may be presented for
registration  of transfer  or for  exchange  ("Registrar"),  an office or agency
where  Securities may be presented for payment ("Paying Agent") and an office or
agency  where  notices  or  demands  to or upon the  Company  in  respect of the
Securities and the Indenture may be served.  The Registrar shall keep a register
of the Securities  and of their  transfer and exchange.  The Company may appoint
one or more  co-registrars  and one or more additional  paying agents.  The term
"Registrar"  includes  any  co-registrars  appointed  by the  Company.  The term
"Paying Agent"  includes any additional  Paying Agent.  If any of the Securities
are Restricted  Securities and any of the Securities are Global Securities,  the
Company shall appoint a Registrar or a co-registrar that shall be a member of or
otherwise  participate in the Depository's program for registering  transfers of
Restricted Securities.  Such Registrar or co-registrar shall also be eligible to
serve  as a  Securities  Custodian.  So long as any  Securities  are  Restricted
Securities and any Securities are in global form,  Security holders shall effect
the exchange,  transfer and registration of Securities  through the Registrar or
co-registrar  meeting the  requirements  of the  preceding  two  sentences.  The
Company may change any Paying Agent, Registrar or co-registrar and shall provide
notice of any such change to any Securityholder.

         The Company shall enter into an appropriate  agency  agreement with any
Agent not a party to this  Indenture.  Such agreement shall implement and comply
with the  provisions of this  Indenture  that relate to such Agent.  The Company
shall give prompt  written  notice to the Trustee of the name and address of any
Agent who is not a party to this  Indenture.  If the Company fails to appoint or
maintain  another entity as Registrar or Paying Agent,  the Trustee shall act as
such. The Company,  any Subsidiary or any of their  Affiliates may act as Paying
Agent, Registrar or co-registrar.

         The Company  initially  appoints the Depository Trust Company to act as
depository  with  respect to the Global  Security,  and  appoints the Trustee as
Registrar  and Paying  Agent and agent for service of notices and  demands.  The
Company  initially   appoints  Chemical  Bank  as  co-registrar  and  Securities
Custodian.

         SECTION 2.4.  Paying Agent to Hold Money in Trust.

         On or prior to the due  date of  principal  of,  premium,  if any,  and
interest on any  Securities,  the Company  shall  deposit  with the Paying Agent
money  sufficient  to pay such  principal,  premium,  if any,  and  interest  so
becoming due. The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee on behalf of the  Securityholders  all money held
by the Paying  Agent for the  payment of  principal  of,  premium,  if any,  and
interest  on the  Securities  (whether  such  money  has been  paid to it by the
Company or any other obligor on the  Securities) and shall notify the Trustee in
writing of any failure by the Company (or any other  obligor on the  Securities)
in making any such payment.  While any such failure  continues,  the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds  disbursed.  The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee.  Upon payment over to the Trustee,  the
Paying Agent (if other than the Company) shall have no further liability for the
money so paid over to the Trustee. If the Company acts as Paying Agent, it shall
segregate   and  hold  in  a  separate   trust  fund  for  the  benefit  of  the
Securityholders all money held by it as Paying Agent.

         SECTION 2.5.  Securityholder Lists.

         The  Trustee  shall  preserve  in as  current  a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Securityholders.  If (i) the Trustee is not the Registrar, the Company shall, or
(ii) if there is a co-registrar,  the co-registrar shall, furnish to the Trustee
fifteen days prior to each Interest  Payment Date for the Securities and at such
other times as the Trustee may request in writing, a list in such form and as of
such  date  as  the  Trustee  may  reasonably  require,  containing  all  of the
information in the possession or control of the Registrar, the Company or any of
its Paying  Agents  other than the  Trustee,  as to the names and  addresses  of
Securityholders, and the Company shall otherwise comply with TIA ss. 312(a).

         SECTION 2.6.  Registration of Transfer and Exchange.

         (a) The  transfer and  exchange of  Securities  in global form shall be
effected  through the Depository,  in accordance with this Indenture  (including
the  restrictions  on  transfer  set forth  herein)  and the  procedures  of the
Depository therefor.

         When  definitive  Securities  are  presented  to  the  Registrar  or  a
co-registrar  with a request to register  their  transfer  or to  exchange  such
definitive  securities  for an equal  aggregate  principal  amount of definitive
Securities of other  authorized  denominations,  the  Registrar or  co-Registrar
shall  register the transfer or make the exchange if the  requirements  for such
transaction  are  met;  provided  that  a  definitive   Security   presented  or
surrendered for  registration  of transfer or exchange for another  Security (i)
shall be duly  endorsed or  accompanied  by a written  instrument of transfer in
form  satisfactory  to the Registrar or such  co-registrar  duly executed by the
Holder  thereof or his  attorney  duly  authorized  in writing and (ii) shall be
accompanied by a duly completed  certificate of the transferor in  substantially
the form of Exhibit B hereto and, to the extent specified therein, an opinion of
counsel to the effect set forth therein;  and,  provided  further,  that, in the
case of a transfer pursuant to an exemption from registration in accordance with
Rule 144, Rule 145 or Regulation S under the  Securities  Act, or in reliance on
another  exemption  from the  registration  requirements  of the  Securities Act
(other  than an  exemption  under  Rule 144A  under the  Securities  Act),  such
transfer shall be effected by the delivery of definitive  Securities  registered
in the name of the  transferee  (or its nominee) in the books  maintained by the
Registrar of the Securities.

         The  registration of any definitive  Security upon transfer or exchange
shall be effective only after the surrender of the  definitive  Security and the
issuance by the Company and  authentication by the Trustee or the authenticating
agent of a  replacement  Security.  To  permit  registrations  of  transfer  and
exchanges,  the Company shall issue and the Trustee or the authenticating  agent
shall authenticate  Securities at the Registrar's  request. The Company will not
make any service  charge for any  registration  of transfer or exchange  but may
require  payment  by the party  requesting  such  registration  of  transfer  or
exchange of a sum  sufficient to cover any tax or other  governmental  charge in
connection therewith.

         All definitive  Securities  issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt,  and entitled to the same benefits under this  Indenture,  as the
Securities surrendered upon such registration of transfer or exchange.

         (b) Except as permitted by the  following  paragraph or until such time
as the same is no longer  required  under  the  applicable  requirements  of the
Securities Act or applicable state securities laws, each certificate  evidencing
the Securities in global form and the definitive  Securities (and all securities
issued in exchange  therefor  or  substitution  thereof)  shall bear a legend in
substantially the following form:

                  "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR ANY OTHER APPLICABLE
         SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,  AGREES
         FOR THE BENEFIT OF HUBCO,  INC. (THE  "COMPANY") THAT THIS SECURITY MAY
         BE RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY (1) TO THE COMPANY,
         (2) SO LONG AS THIS  SECURITY IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE
         144A UNDER THE SECURITIES  ACT, TO A PERSON WHOM THE SELLER  REASONABLY
         BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
         144A,  PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,  PLEDGE OR
         OTHER  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO
         AN  EXEMPTION  FROM   REGISTRATION   UNDER  THE  SECURITIES  ACT  IN  A
         TRANSACTION  COMPLYING WITH  REGULATION S UNDER THE SECURITIES ACT, (4)
         PURSUANT TO AN EXEMPTION FROM  REGISTRATION IN ACCORDANCE WITH RULE 144
         (IF AVAILABLE) OR RULE 145 UNDER THE SECURITIES ACT, (5) IN RELIANCE ON
         ANOTHER EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
         ACT, OR (6) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES  ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES  (2),  (3),
         (4), (5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR  CO-REGISTRAR
         OF A CERTIFICATION  OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF
         EACH  OF  CLAUSES  (3),  (4)  AND  (5)  ABOVE  TO THE  DELIVERY  TO THE
         TRANSFEREE  OF  DEFINITIVE  SECURITIES  REGISTERED  IN ITS NAME (OR ITS
         NOMINEE'S  NAME) ON THE BOOKS  MAINTAINED BY THE REGISTRAR,  AND IN THE
         CASE OF CLAUSE (5) ABOVE TO RECEIPT OF AN OPINION (IN SUBSTANTIALLY THE
         FORM OF  EXHIBIT  C TO THE  INDENTURE  REFERRED  TO BELOW OR  OTHERWISE
         SATISFACTORY  TO THE COMPANY AND THE REGISTRAR) OF COUNSEL  EXPERIENCED
         IN  SECURITIES  MATTERS  (WHICH  COUNSEL  MAY  BE AN  EMPLOYEE  OF  THE
         TRANSFEROR) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE  WITH THE
         SECURITIES  ACT,  AND IN EACH CASE IN  ACCORDANCE  WITH ANY  APPLICABLE
         SECURITIES LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES."

         The transfer and exchange of Securities may be made in global form only
if such Security is being  transferred  to a qualified  institutional  buyer (as
defined  in Rule 144A under the  Securities  Act) in  accordance  with Rule 144A
under the Securities Act.

         (c) Any  Securities  which are  presented to the Registrar for exchange
pursuant to a Registered Exchange Offer shall be exchanged for New Securities of
equal  aggregate  principal  amount  upon  surrender  to  the  Registrar  of the
Securities  to  be  exchanged;   provided,   however,  that  the  Securities  so
surrendered for exchange shall be duly endorsed and accompanied by a transmittal
letter or written  instrument of transfer in form  satisfactory  to the Company,
the  Trustee  and the  Registrar  duly  executed  by the  Holder  thereof or his
attorney  who shall be duly  authorized  in writing to  execute  such  document.
Whenever any  Securities  are so  surrendered  for  exchange,  the Company shall
execute,  and the Trustee  shall  authenticate  and deliver to the Registrar the
same aggregate  principal  amount of New Securities as Securities that have been
surrendered.

         (d)  Notwithstanding any other provisions of this Indenture (other than
the  provisions set forth in part (e) of this Section 2.6), a Security in global
form may not be  transferred as a whole except by the Depository to a nominee of
the  Depository or by a nominee of the  Depository to the  Depository or another
nominee  of  the  Depository  or by the  Depository  or any  such  nominee  to a
successor Depository or a nominee of such successor Depository.

         (e) If at any time  the  Depository  for the  Securities  notifies  the
Company  that it is  unwilling  or  unable to  continue  as  Depository  for the
Securities,  the Company may appoint a successor  Depository with respect to the
Securities. If a successor Depository for the Securities is not appointed by the
Company within 90 days after the Company receives such notice,  the Company will
execute,  and the  Trustee,  upon receipt of an  officers'  certificate  for the
authentication  and delivery of definitive  Securities,  will  authenticate  and
deliver,  Securities in definitive form, in an aggregate  principal amount equal
to the aggregate  principal amount of the Securities in global form, in exchange
for such Securities in global form.

         The Company may at any time and in its sole  discretion  determine that
the  Securities  issued  in the form of  global  Securities  shall no  longer be
represented by such global  Securities.  In such event the Company will execute,
and the Trustee, upon receipt of an Officers' Certificate for the authentication
and delivery of definitive Securities, will authenticate and deliver, Securities
in  definitive  form,  in an aggregate  principal  amount equal to the aggregate
principal  amount  of the  Securities  in  global  form,  in  exchange  for such
Securities in global form.

         If a  definitive  Security is issued in exchange for any portion of the
Global  Security  after the close of business at the office or agency where such
exchange  occurs on any Record  Date and before the  opening of business at such
office or agency on the next succeeding Interest Payment Date, interest will not
be payable on such Interest Payment Date in respect of such definitive Security,
but will be payable  on such  Interest  Payment  Date only to the Person to whom
interest  in  respect  of such  portion of such  Global  Security  is payable in
accordance with the provisions of this Indenture.

         Definitive  Securities  issued in exchange  for an interest in a Global
Security  pursuant to this Section 2.6 shall be  registered in such names and in
such authorized  denominations as the Depository,  pursuant to instructions from
its direct or indirect participants or otherwise,  shall instruct the Registrar.
The Registrar shall deliver such  definitive  Securities to the Persons in whose
names such Securities are so registered.

         (f) Any Person having a beneficial interest in the Global Security upon
request and upon  satisfaction of the requirements set forth below, may exchange
or transfer in whole or in part as  provided  herein its  interest in the Global
Security for one or more definitive Securities. Upon receipt by the Registrar of
(i) written or  electronic  instructions  from the  Depository or its nominee on
behalf of any Person  having a  beneficial  interest in the Global  Security and
(ii) a  written  order  of  such  Person  containing  registration  instructions
accompanied by a certificate of such Person in substantially the form of Exhibit
B hereto  and,  to the extent  specified  therein,  an opinion of counsel to the
effect set forth  therein,  the Registrar or the  Securities  Custodian,  at the
direction  of the  Registrar,  will  cause,  in  accordance  with  the  standing
instructions  and procedures  existing between the Depository and the Securities
Custodian, the aggregate principal amount of the Securities in global form to be
reduced and,  following  such  reduction,  the Company  will  execute and,  upon
receipt of an authentication order in the form of an Officers' Certificate,  the
Trustee will  authenticate and deliver to such Person or the transferee,  as the
case may be, a definitive Security.

         Any holder of a  definitive  Security  may,  upon  satisfaction  of the
requirements set forth below, as provided herein,  exchange or transfer in whole
or in part such definitive Security for an interest in the Global Security. Upon
receipt by the Registrar of a definitive Security,  duly endorsed or accompanied
by appropriate  instruments of transfer,  in form  satisfactory to the Registrar
together with (a) certification,  substantially in the form of Exhibit B hereto,
that such definitive  Security is being registered or transferred to a qualified
institutional  buyer (as  defined  in Rule 144A  under  the  Securities  Act) in
accordance with Rule 144A under the Securities Act, and (b) written instructions
directing the Registrar to make, or to direct the Securities  Custodian to make,
an  endorsement  on the  Security  in global  form to reflect an increase in the
aggregate  principal  amount of the  Securities  represented  by the Security in
global form, the Registrar shall cancel such  definitive  Security and cause, or
direct the  Securities  Custodian  to cause,  in  accordance  with the  standing
instructions  and procedures  existing between the Depository and the Securities
Custodian,  the  aggregate  principal  amount of Securities  represented  by the
Security in global form to be increased accordingly.

         (g) At such time as all  interests in the Global  Security  have either
been exchanged for definitive  Securities,  converted,  repurchased or canceled,
such Global  Security shall be canceled by the  Registrar.  At any time prior to
such  cancellation,  if any  interest in the Global  Security is  exchanged  for
definitive  Securities,   redeemed,  converted,  repurchased  or  canceled,  the
principal amount of Securities represented by such Security in global form shall
be reduced and an endorsement  shall be made on such Security in global form, by
the Registrar or the Securities Custodian, at the direction of the Registrar, to
reflect such reduction.

         SECTION 2.7.  Replacement Securities.

         If a mutilated  Security is surrendered to the Trustee or if the Holder
of a Security  claims that the Security has been lost,  destroyed or  wrongfully
taken, the Company shall issue and the Trustee, at the Company's request,  shall
authenticate  and deliver,  a replacement  Security if the  requirements  of the
Trustee and the Company are met, provided that the Trustee shall not be required
to  authenticate  or  replace  any  such  Security  which  has been  called  for
redemption in accordance  with the terms thereof.  If required by the Trustee or
the Company, an indemnity bond must be sufficient in the judgment of each of the
foregoing to protect the Company,  the Trustee,  any Agent or any authenticating
agent from any loss which any of them may suffer if a Security is replaced.  The
Company may charge the  Securityholder  who has lost a Security for its expenses
in replacing a Security.

         Every replacement Security is an obligation of the Company and shall be
entitled to the benefits of this Indenture.

         SECTION 2.8.      Outstanding Securities.

         The  Securities   outstanding  at  any  time  are  all  the  Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those reductions in the interests in the Global Security
effected by the Trustee  hereunder  and those  described  in this Section as not
outstanding.

         If a Security  is  replaced  pursuant  to Section  2.7, it ceases to be
outstanding  and interest  ceases to accrue  unless the Trustee  receives  proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

         If all  principal of,  premium,  if any, and any interest on any of the
Securities are considered paid under Section 3.1, such Securities shall cease to
be outstanding and interest on them shall cease to accrue.

         Subject to Section  2.9,  a security  does not cease to be  outstanding
because the Company, a Subsidiary or an Affiliate holds such Security.

         SECTION 2.9.  Treasury Securities.

         In determining  whether the Holders of the required aggregate principal
amount of  Securities  have  concurred in any  direction,  waiver,  amendment or
consent,  Securities  owned by the Company,  a Subsidiary or an Affiliate of the
Company shall be considered as though they are not outstanding,  except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction,  waiver or consent,  only Securities which the Trustee knows
are so owned  shall  be so  disregarded.  Securities  owned  by the  Company,  a
Subsidiary  or an Affiliate of the Company which have been pledged in good faith
may be regarded as outstanding if the Trustee receives an Officer's  Certificate
stating that said Securities have been so pledged,  that the pledgee is entitled
to vote with respect to such  Securities and that the pledgee is not the Company
or any other  obligor on the  Securities,  a  Subsidiary  or an Affiliate of the
Company, a Subsidiary or such other obligor.

         SECTION 2.10.  Temporary Securities.

         Until  definitive  Securities  are ready for delivery,  the Company may
prepare and execute and the Trustee  shall  authenticate  temporary  Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have  variations  that the Company (with the concurrence of the Trustee)
considers appropriate for temporary Securities. Each temporary Security shall be
executed  by the  Company  and be  authenticated  by the  Trustee  upon the same
conditions and in substantially  the same manner,  and with like effect,  as the
definitive Securities. Without unreasonable delay, the Company shall prepare and
the  Trustee  upon  receipt  of a  written  order of the  Company  signed by two
officers,  shall  authenticate  definitive  Securities in exchange for temporary
Securities.  Until such exchange,  temporary Securities shall be entitled to the
same rights, benefits and privileges as definitive Securities.

         SECTION 2.11.  Cancellation.

         The  Company at any time may  deliver  Securities  to the  Trustee  for
cancellation.  The  Registrar  and Paying Agent shall forward to the Trustee any
Securities  surrendered  to  them  for  redemption,  registration  of  transfer,
exchange or payment.  The Trustee shall cancel all  Securities  surrendered  for
redemption,   registration  of  transfer,   exchange,  payment,  replacement  or
cancellation  and shall destroy canceled  Securities.  The Company may not issue
new  Securities  to  replace  Securities  that it has  paid or  that  have  been
delivered to the Trustee for cancellation,  except as expressly permitted by any
of the provisions of this Indenture. All canceled Securities held by the Trustee
shall be  destroyed  and  certification  of their  destruction  delivered to the
Company.

         SECTION 2.12.  CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP"  numbers (if then
generally in use),  and the Trustee  shall use CUSIP  numbers (if such have been
obtained) in notices of exchange as a convenience to Holders;  provided that any
such notice shall state that no  representation is made as to the correctness of
such numbers  either as printed on the  Securities or as contained in any notice
of exchange  and that  reliance  may be placed only on the other  identification
numbers printed on the Securities.

         SECTION 2.13.     Defaulted and Additional Interest.

         (a) If  the  Company  fails  to  make  a  payment  of  interest  on the
Securities,  it shall pay such interest plus, to the extent lawful,  interest on
the defaulted interest at the same rate of interest specified in the Securities,
to the Persons who are  Securityholders on a subsequent special record date. The
Company  shall  fix the  special  record  date  and  payment  date  in a  manner
reasonably  satisfactory to the Trustee.  The payment date shall be no less than
15 days after such record date. At least 15 days before the special record date,
the  Company  shall mail to  Securityholders  a notice  that  states the special
record date, payment date and amount of such interest to be paid.

         (b) As provided in the Registration  Rights  Agreement,  the Company is
obligated  on or prior to a date (the  "Additional  Interest  Date") that is 180
days after the date of issuance of the  Securities  (the "Closing  Date") (i) to
file and cause to become  effective with the SEC a registration  statement on an
appropriate  form (the  "Exchange  Registration  Statement")  with  respect to a
proposed  offer  (the  "Registered  Exchange  Offer")  to  the  holders  of  the
Securities,  and (ii) to commence the  Registered  Exchange  Offer and cause the
same to  remain  open for a period of not less than the  period  required  under
applicable Federal and state law, to provide the Securityholders the opportunity
to exchange any and all of the Securities for a like aggregate  principal amount
of debt  securities  of the  Company  that are  substantially  identical  to the
Securities. If the Exchange Registration Statement shall not have been filed and
become  effective and the Registered  Exchange Offer  commenced on or before the
Additional  Interest  Date,  then on that date and  thereafter  interest  on the
Securities shall be increased by one percent (1.00%) per annum.  Such additional
interest  shall cease to accrue on the date on which the  Exchange  Registration
Statement  is filed and  declared  effective  and a  Registered  Exchange  Offer
commenced or, in certain circumstances,  a shelf registration statement is filed
and has been declared effective  pursuant to the Registration  Rights Agreement.
This description of the  Registration  Rights Agreement is only a summary and is
qualified  in its  entirety  by  reference  to the  detailed  provisions  in the
Registration Rights Agreement.

         (c) The  Trustee,  pursuant  to  Section  6.2(b),  shall  be  under  no
obligation to pay the additional  interest provided for in paragraph (b) of this
Section 2.13 unless it shall have  received an Officers'  Certificate  directing
the  Trustee to pay such  additional  interest in  accordance  with the terms of
Section  2.13(b).  The  Trustee  shall  be  entitled  to rely on such  Officers'
Certificate until it shall have received an Officers'  Certificate to the effect
that the Company is no longer required to pay such additional  interest pursuant
to the Registration Rights Agreement.

                                    ARTICLE 3
                                    COVENANTS

         SECTION 3.1.  Payment of Securities.

         The Company shall pay the principal of,  premium,  if any, and interest
on the Securities on the dates and in the manner  provided in the Securities and
in this Indenture.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
IN ANY OTHER  DOCUMENT  RELATING TO THE  SECURITIES,  THE  SECURITIES  WILL BEAR
INTEREST FROM JANUARY 14, 1994,  PAYABLE  SEMIANNUALLY ON JANUARY 15 AND JULY 15
OF EACH YEAR  COMMENCING  JULY 15, 1994.  The  Securities  mature on January 15,
2004.  An  installment  of  principal,  premium,  if any, or  interest  shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company,  a Subsidiary or an Affiliate)  holds on that date money designated
for and  sufficient  to pay such  installment  if  payment  thereof  is not then
prohibited by Article 9.

         The Company shall pay interest  (including  interest that accrues after
or would accrue but for the commencement of any case, proceeding or other action
relating to the bankruptcy,  insolvency or  reorganization of the Company to the
extent that such interest is an allowed claim enforceable  against the debtor in
a bankruptcy  case under Title 11 of the U.S. Code) on overdue  principal at the
rate then borne by the  Securities;  it shall pay interest  (including  interest
that  accrues  after or  would  accrue  but for the  commencement  of any  case,
proceeding  or  other  action   relating  to  the   bankruptcy,   insolvency  or
reorganization  of the  Company to the extent  that such  interest is an allowed
claim enforceable  against the debtor in a bankruptcy case under Title 11 of the
U.S. Code) on overdue premium,  if any, and installments of interest at the same
rate to the extent legally permitted.

         SECTION 3.2.  Maintenance and Office or Agency.

         The Company shall designate in the State of New Jersey,  or in the city
of New York,  New York,  an  office  or  agency  (which  may be an office of the
Trustee,  Registrar or  co-registrar)  where at all times the  Securities may be
surrendered for  registration of transfer or exchange and where at all times the
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served and where the  Securities  may be presented for payment.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail so to designate any such  required  office or agency or shall fail to
furnish the Trustee with the address thereof,  such  presentations,  surrenders,
notices  and  demands  may be made or served at the  address of the  Trustee set
forth in Section 10.2.

         The  Company  may also  designate  from time to time one or more  other
offices or agencies where the Securities may be presented or surrendered for any
or all  such  purposes  and may from  time to time  rescind  such  designations;
provided that no such  designation or rescission shall in any manner relieve the
Company of its  obligation  so to  designate as aforesaid an office or agency in
the  State  of New  Jersey,  or in the  city of New  York,  New  York,  for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

         The Company hereby  designates the Trustee's  Corporate Trust Office in
Summit,  New Jersey,  as one such office or agency of the Company in  accordance
with Section 2.3.

         SECTION 3.3.  Maintenance and Inspection of Books and Records.

         The Company will keep, and will cause each  Subsidiary to keep,  proper
books of record and account in which full,  true and  correct  entries  shall be
made  of  all  dealings  and  transactions  in  relation  to  its  business  and
activities;  and will  permit  and will cause each  Subsidiary  to permit,  each
Qualified Holder (or its  representative)  at such Qualified Holder's expense to
visit and  inspect  any of their  respective  properties,  to  examine  and make
abstracts  from their  respective  books of account  and other  records,  and to
discuss their  respective  affairs,  finances and accounts with their respective
officers and independent public  accountants,  all for such reasonable  purposes
and at such  reasonable  times as such  Person  shall  request in writing to the
Company and as often as any such  Person may  reasonably  request.  The right of
inspection  under this Section 3.3 shall not include the right to materials,  or
information  or data:  (i) which the  Company may not, in the opinion of counsel
for  the  Company,  disclose  pursuant  to  confidentiality  restrictions  under
applicable  law,  regulation  or  contract;  or (ii) with  respect to which such
inspection  or  disclosure  would  likely,  in the  opinion of  counsel  for the
Company, cause the loss of an attorney/client privilege.

         SECTION 3.4.  Corporate Existence.

         Subject  to  Article  4, the  Company  shall do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence and that of each Subsidiary and the rights (charter and statutory) and
corporate  franchises  of the Company and its  Subsidiaries;  provided  that the
Company  shall not be  required to preserve  any such  existence  (except of the
Company), right or franchise if the Board of Directors of the Company, or of the
Subsidiary concerned, shall determine that the preservation thereof is no longer
desirable or necessary in the conduct of the business as presently  conducted of
the Company or such  Subsidiary  and that the loss thereof is not adverse in any
material respect to the Holders or to the business, financial prospects, results
of  operations  or condition  (financial  or  otherwise)  of the Company and its
Subsidiaries taken as a whole.

         SECTION 3.5.  Compliance with Laws.

         The Company is a duly  registered  bank holding  company under the Bank
Holding  Company  Act  of  1956,  as  amended.  The  Company  and  each  of  its
Subsidiaries possess all material authorizations,  approvals,  orders, licenses,
franchises,  certificates  and  permits  of and from all  foreign  and  domestic
governmental  regulatory  officials and bodies (including all applicable banking
officials and bodies),  necessary to own or hold their respective properties and
to  conduct  the  respective  businesses  in which they are  engaged.  Each such
authorization,  approval, order, license,  franchise,  certificate and permit is
valid  and in full  force and  effect,  and there is no  proceeding  pending  or
threatened  (and,  to the best  knowledge of the Company,  no basis for any such
proceeding exists) which may lead to the revocation,  termination, suspension or
non-renewal  of  any  authorization,   approval,   order,  license,   franchise,
certificate or permit and there is no default thereunder.

         SECTION 3.6.  No Violation or Contravention.

         The  execution  and  delivery  by the  Company of this  Indenture,  the
issuance, sale and delivery of the Securities and the performance by the Company
of its obligations  hereunder and under the Securities,  and the consummation of
the  transactions  contemplated  hereby and under the Securities  have been duly
authorized by all necessary  corporate  action on the part of the Company and do
not and will not violate any  provision of the Charter  Documents of the Company
or of any of its  Subsidiaries,  and do not and will not  violate,  or  conflict
with, or constitute a default under,  or permit the termination of, or result in
the creation of any lien,  claim or encumbrance upon any property of the Company
or any of its  Subsidiaries  under,  (i)  any  statute  or law or any  judgment,
decree,  order,  regulation  or rule of any  court  or  governmental  authority,
domestic or foreign,  to which the Company or any of its  Subsidiaries or any of
their  respective  properties  may be subject,  or (ii) any  material  contract,
indenture,  mortgage, loan agreement, note, lease or other material agreement or
instrument  to which the  Company  or any of its  Subsidiaries  is a party or by
which any of them may be bound, or to which any of their  respective  properties
may  be  subject,  which  conflict,  default,  termination  or  lien,  claim  or
encumbrance would have a material adverse effect upon the operations,  business,
prospects,  assets,  properties or condition (financial or other) of the Company
and its subsidiaries taken as a whole.

         SECTION 3.7.      Notice of Defaults.

         (a) In the event  that any  Indebtedness  (in an amount  which  exceeds
$5,000,000,  whether under a single  agreement or in the  aggregate)  other than
Indebtedness under any Repurchase Agreement of the Company or any Subsidiary has
been or could upon the delivery of notice or passage of time or both be declared
due and payable  before its maturity  because of the  occurrence of any event or
condition (including, without limitation, any Default under this Indenture), the
Company promptly shall give written notice thereof to the Trustee.

         (b) In the event that the Company or any Subsidiary shall receive, with
respect to any  Indebtedness (in an amount which exceeds  $5,000,000)  under any
Repurchase Agreement of the Company or any Subsidiary, a written notice from the
other party to such Repurchase  Agreement  clearly alleging a default under such
Repurchase  Agreement which immediately enables, or would upon further notice or
lapse of time or both enable,  such other party to declare such Indebtedness due
and payable before its maturity,  the Company shall promptly give written notice
thereof to the Trustee.

         SECTION 3.8.  Compliance Certificate.

         The Company shall  deliver to the Trustee  within 90 days after the end
of each  fiscal  year of the  Company,  and within 45 days after the end of each
fiscal quarter of the Company, an Officers' Certificate, which shall comply with
Section 10.5, and which shall:  (a) state whether or not the signers know of any
Default,  provided,  if they do know of such a Default,  the  certificate  shall
describe the Default and its status and the action that the Company is taking or
proposes  to take with  respect  thereto;  (b) state  whether  the Company is in
compliance  with the covenants  contained in Section 3.12; and (c) state whether
this Indenture is required to be qualified under the TIA.

         The Company shall deliver to the Trustee, within 105 days after the end
of each of its fiscal years, an Accountants'  Certificate stating (a) that their
audit  examination  has included a review of the terms of this Indenture and the
Securities  as they relate to  accounting  matters and (b)  whether,  during the
course of their audit examination,  any Default has come to their attention and,
if such a Default has come to their attention,  specifying the nature and period
of existence thereof, provided that the independent certified public accountants
delivering such Certificate  shall not be liable in respect of such statement by
reason of any failure to obtain  knowledge of any such Default that would not be
disclosed in the course of an audit  examination  conducted in  accordance  with
generally accepted auditing standards.

         Promptly  after any officer of the  Company  obtains  knowledge  of any
Default, and in any event within 10 Business Days thereafter,  the Company shall
deliver an Officer's  Certificate to the Trustee describing such Default and its
status  and the  action  that the  Company  is taking or  proposes  to take with
respect thereto.

         SECTION 3.9.  SEC Reports.

         The Company shall file with the Trustee,  within 15 days after it files
them  with  the  SEC,  copies  of the  annual  reports  and of the  information,
documents  (including Forms 10-K, 10-Q and 8-K) and any other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe),  if any, which the Company is required to file with the SEC pursuant
to Section 13 or 15(d) of the  Exchange  Act. The Company also shall comply with
the  other  provisions  of TIA ss.  314(a)  whether  or not  this  Indenture  is
qualified under the TIA.

         SECTION 3.10.  Waiver of Stay, Extension or Usury Laws.

         The Company  covenants  (to the extent that it may lawfully do so) that
it shall not at any time  insist  upon,  or plead,  or in any manner  whatsoever
claim,  and shall resist any and all efforts to be compelled to take the benefit
or advantage  of, any stay or extension  law or any usury law or other law which
would  prohibit  or forgive  the  Company  from paying all or any portion of the
principal of and/or interest on the Securities as contemplated herein,  wherever
enacted,  now or at any time  hereafter  in  force,  or  which  may  affect  the
covenants or the performance of this  Indenture;  and (to the extent that it may
lawfully do so) the Company hereby  expressly waives all benefit or advantage of
any such law and  covenants  that it  shall  not  hinder,  delay or  impede  the
execution of any power herein granted to the Trustee but shall suffer and permit
the execution of every such power as though no such law had been enacted.

         SECTION 3.11.  Payment of Taxes and Other Claims.

         The Company  shall pay or discharge or cause to be paid or  discharged,
before any penalty  accrues  thereon,  (i) all income and other material  taxes,
assessments and  governmental  charges levied or imposed upon the Company or any
Subsidiary  or upon the  income,  profits  or  property  of the  Company  or any
Subsidiaries and (ii) all lawful claims for labor, materials and supplies which,
if unpaid,  might by law become a material Lien upon the property of the Company
or any  Subsidiaries;  provided that none of the Company or any Subsidiary shall
be required to pay or discharge or cause to be paid or discharged  any such tax,
assessment,  charge or claims the amount,  applicability or validity of which is
being contested in good faith by appropriate  proceedings and for which adequate
provision has been made.

         SECTION 3.12.  Maintenance of Properties and Insurance.

         The Company shall cause all properties  (except for such  properties as
are  not  material  in the  aggregate  to the  operations,  business,  condition
(financial or otherwise) of the Company and its  Subsidiaries  taken as a whole)
owned by or leased to it or any  Subsidiary and used or useful in the conduct of
its business or the business of such  Subsidiary  to be  maintained  and kept in
normal  condition,  repair  and  working  order and  shall  cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the  judgment of the Company may be  necessary,  so that the  business
carried on in connection therewith may be properly and advantageously  conducted
at all times.

         The Company shall  provide or cause to be provided,  for itself and any
Subsidiaries of the Company,  insurance (including appropriate self-insurance as
defined below) against loss or damage of the kinds  customarily  insured against
by corporations  similarly situated and owning like properties,  including,  but
not limited to, public liability insurance,  with reputable insurers or with the
government  of the  United  States of  America  or an agency or  instrumentality
thereof, in such amounts,  with such deductibles and by such methods as shall be
customary for corporations  similarly situated in the industry.  For purposes of
the foregoing,  "appropriate  self-insurance"  means any  self-insurance if, and
only  to the  extent  that,  such  self-insurance  is  customarily  effected  by
corporations engaged in the same or similar businesses,  similarly situated, and
is otherwise  prudent in the  circumstances  and the Company or such  Subsidiary
maintains adequate reserves with respect thereto.

         Nothing in this Section  shall prevent the Company from pledging any of
its  assets  (whether  already  owned or  acquired  after  the date  hereof)  as
collateral security for the Indebtedness and Obligations of the Company.

         SECTION 3.13.  Liquidation.

         The Company shall not adopt any plan of liquidation which provides for,
contemplates or the  effectuation  of which is preceded by (A) the sale,  lease,
conveyance or other  disposition of all or  substantially  all the assets of the
Company otherwise than substantially as an entirety in accordance with Article 4
and (B) the distribution of all or substantially  all the proceeds of such sale,
lease,  conveyance  or other  disposition  and of the  remaining  assets  of the
Company to holders of Common Stock of the Company,  unless the Company  shall in
connection  with the  adoption  of such plan make  provision  for, or agree that
prior to making any  liquidating  distributions  it will make provision for, the
satisfaction  in full in cash of the Company's  obligations  hereunder and under
the  Securities as to the payment of all  principal of and premium,  if any, and
interest on the Securities.

         SECTION 3.14.  Information.

         (a) For as long as any of the  Securities  remain  outstanding  and are
Restricted  Securities,  the Company covenants and agrees that it shall,  during
any period in which it is not subject to Section 13 or 15(d) under the  Exchange
Act,  make  available  to any holder or  beneficial  holder of  Securities  that
continue to be Restricted Securities in connection with any sale thereof and any
prospective  purchaser of such Securities from such holder or beneficial holder,
the information  specified in, and meeting the  requirements of, Rule 144A(d)(4)
under the Securities Act.

         (b) The Company shall provide to each  Qualified  Holder a copy of each
notice or certificate  required to be delivered by it to the Trustee pursuant to
Section  3.7 or 3.8 and  each  Form  10-K or Form  10-Q  delivered  by it to the
Trustee  pursuant to Section 3.9  concurrently  with the delivery thereof to the
Trustee.

                                    ARTICLE 4
                                  MERGER, ETC.

         SECTION 4.1.  When Company May Merge, etc.

         The  Company  shall not  consolidate  or merge  with or into,  or sell,
assign, transfer, convey, lease or otherwise dispose of, directly or indirectly,
all or substantially all of its assets to, any Person unless:

                           (1)  the  Person  formed  by or  surviving  any  such
                  consolidation  or merger  (if other than the  Company),  or to
                  which such sale,  assignment,  transfer or lease or conveyance
                  or other  disposition  shall have been made,  is a corporation
                  organized  and existing  under the laws of the United  States,
                  any state thereof or the District of Columbia;

                           (2) the  corporation  formed by or surviving any such
                  consolidation  or merger  (if other than the  Company),  or to
                  which such sale, lease,  conveyance or other disposition shall
                  have been made,  expressly  assumes by supplemental  indenture
                  the  due  and  punctual  payment  or  performance  of all  the
                  Obligations  of the  Company  under  the  Securities  and this
                  Indenture; and

                           (3)  immediately  before and  immediately  after such
                  transaction,  and giving effect thereto, no Default shall have
                  occurred and be continuing.

         The  Company  shall  deliver  to the  Trustee  prior  to  any  proposed
transaction an Officers' Certificate,  an Opinion of Counsel and an Accountants'
Certificate  each stating that the proposed  transaction  and such  supplemental
indenture comply with this Indenture.

         SECTION 4.2.  Successor Corporation Substituted.

         Upon  any   consolidation  or  merger,   or  any  transfer  of  all  or
substantially  all of the assets, of the Company in accordance with Section 4.1,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power and will be bound by all obligations
and covenants of, the Company  under this  Indenture  with the same effect as if
such successor corporation had been named as the Company herein and, in the case
of any sale,  assignment,  transfer,  conveyance  or  disposition  (other than a
transfer or conveyance by way of lease),  the Company  (which term shall for the
purpose  mean the Person named as the  "Company" in the first  paragraph of this
Indenture or any successor corporation which previously shall have become liable
in the manner prescribed in this Article 4) shall be relieved of all obligations
and  covenants  and shall no longer  exercise  any  rights or powers  under this
Indenture and the Securities.

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

         SECTION 5.1.  Events of Default.

         An "Event of Default" occurs if:

                           (i) the  Company  defaults in the payment of interest
                  on any  Security  when the same  becomes  due and the  default
                  continues for a period of 20 days, whether or not such payment
                  shall be prohibited by the provisions of Article 9 hereof;

                           (ii) the  Company  defaults  in the payment of all or
                  any part of the  principal  of (or  premium,  if any,  on) any
                  Security  when the same  becomes due and payable at  maturity,
                  upon  acceleration,  redemption or  otherwise,  whether or not
                  such payment shall be prohibited by the  provisions of Article
                  9 hereof;

                           (iii) the  Company  fails to  comply  with any of its
                  other  agreements  or  covenants  in, or  provisions  of,  the
                  Securities or this Indenture,  and such failure  continues for
                  the period and after the notice specified below;

                           (iv) a final  judgment  or  final  judgments  for the
                  payment of money are entered by a court or courts of competent
                  jurisdiction  against  the  Company  or any  Subsidiary  which
                  remains  undischarged  and unbonded for a period (during which
                  execution  shall  not  be  effectively  stayed)  of  60  days,
                  provided  that the  aggregate  of all such  judgments  (to the
                  extent not paid or covered by  insurance  as  confirmed to the
                  Company  and  the  Trustee  in  writing  by  the   appropriate
                  insurance carrier) exceeds $5,000,000;

                           (v) (A) the entry by a court having  jurisdiction  in
                  the premises of (1) a decree or order for relief in respect of
                  the Company in an  involuntary  case or  proceeding  under any
                  applicable   Federal   or   State   bankruptcy,    insolvency,
                  reorganization  or other  similar law or (2) a decree or order
                  adjudging the Company  bankrupt or insolvent,  or approving as
                  properly filed a petition seeking reorganization, arrangement,
                  adjustment  or  composition  of or in respect  of the  Company
                  under any  applicable  Federal or State law, or  appointing  a
                  receiver,    liquidator,    assignee,    custodian,   trustee,
                  sequestrator  or similar  official of the Company or of all or
                  substantially all of its assets, or ordering the winding up or
                  liquidation  of its affairs,  and the  continuance of any such
                  decree or order for relief or any such  other  decree or order
                  unstayed and in effect for a period of 60 consecutive days; or

                           (B) the  commencement  by the  Company of a voluntary
                  case or  proceeding  under  any  applicable  Federal  or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  any other case or proceeding  to be  adjudicated a bankrupt or
                  insolvent,  or the  consent  by it to the entry of a decree or
                  order for relief in respect of the  Company in an  involuntary
                  case or  proceeding  under  any  applicable  Federal  or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  to the  commencement  of any bankruptcy or insolvency  case or
                  proceeding  against  it, or the filing by it of a petition  or
                  answer or consent seeking  reorganization  or relief under any
                  applicable  Federal or State law,  or the consent by it to the
                  filing of such  petition  or to the  appointment  of or taking
                  possession  by a receiver,  liquidator,  assignee,  custodian,
                  trustee,  sequestrator  or similar  official of the Company of
                  all or  substantially  all  of its  assets  or the  taking  of
                  corporate  action by the  Company in  furtherance  of any such
                  action,  or the  failure  generally  of the Company to pay its
                  debts as the same become due or the making by the Company of a
                  general assignment for the benefit of its creditors; or

                           (vi) (A) the entry by a court having  jurisdiction in
                  the premises of (1) a decree or order for relief in respect of
                  any  Significant  Subsidiary of the Company in an  involuntary
                  case or  proceeding  under  any  applicable  Federal  or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  (2)  a  decree  or  order   adjudging  any  such   Significant
                  Subsidiary  bankrupt or  insolvent,  or  approving as properly
                  filed  a   petition   seeking   reorganization,   arrangement,
                  adjustment  or  composition  of  or in  respect  of  any  such
                  Significant  Subsidiary under any applicable  Federal or State
                  law,  or   appointing   a  receiver,   liquidator,   assignee,
                  custodian,  trustee,  sequestrator or similar  official of any
                  such Significant  Subsidiary or of all or substantially all of
                  its assets,  or ordering the winding up or  liquidation of its
                  affairs,  and the  continuance of any such decree or order for
                  relief  or any such  other  decree  or order  unstayed  and in
                  effect for a period of 60 consecutive days; or

                           (B) the commencement by any Significant Subsidiary of
                  the  Company  of a  voluntary  case or  proceeding  under  any
                  applicable   Federal   or   State   bankruptcy,    insolvency,
                  reorganization  or  other  similar  law or any  other  case or
                  proceeding to be  adjudicated a bankrupt or insolvent,  or the
                  consent  by it to the entry of a decree or order for relief in
                  respect of any such  Significant  Subsidiary in an involuntary
                  case or  proceeding  under  any  applicable  Federal  or State
                  bankruptcy, insolvency, reorganization or other similar law or
                  to the  commencement  of any bankruptcy or insolvency  case or
                  proceeding  against  it, or the filing by it of a petition  or
                  answer or consent seeking  reorganization  or relief under any
                  applicable  Federal or State law,  or the consent by it to the
                  filing of such  petition  or to the  appointment  of or taking
                  possession  by a receiver,  liquidator,  assignee,  custodian,
                  trustee,   sequestrator  or  similar   official  of  any  such
                  Significant  Subsidiary or of all or substantially  all of its
                  assets  or  the  taking  of  corporate   action  by  any  such
                  Significant  Subsidiary in furtherance of any such action,  or
                  the failure  generally of any such  Significant  Subsidiary to
                  pay its  debts as the same  become  due or the  making  by any
                  Significant Subsidiary of a general assignment for the benefit
                  of its creditors; or

                           (vii) (A) (1) the  appointment by the Federal Deposit
                  Insurance Corporation or the Board of Governors of the Federal
                  Reserve System (or other  competent  government  agency having
                  primary  regulatory  authority over any Major Bank Subsidiary)
                  under any applicable  Federal or State banking,  insolvency or
                  other  similar law now or  hereafter  in effect of a receiver,
                  conservator  or other  similar  official  for any  Major  Bank
                  Subsidiary  or for all or  substantially  all of its assets or
                  (2) the entry of a decree  or order in any case or  proceeding
                  under any applicable  Federal or State banking,  insolvency or
                  other  similar law now or  hereafter in effect  adjudging  any
                  Major Bank Subsidiary insolvent or bankrupt, or appointing any
                  receiver,  conservator or other similar official for any Major
                  Bank Subsidiary or for all or substantially all of its assets,
                  or ordering the winding up or liquidation of its affairs; or

                           (B) (1) the filing by any Major Bank  Subsidiary with
                  the  Federal  Deposit   Insurance  Company  or  the  Board  of
                  Governors of the Federal  Reserve  System (or other  competent
                  government agency having primary regulatory authority over any
                  Major Bank Subsidiary) of a notice of voluntary liquidation or
                  other  similar  action under any  applicable  Federal or State
                  banking,  insolvency  or other similar law now or hereafter in
                  effect or (2) the commencement by any Major Banking Subsidiary
                  of any case or  proceeding  under any  applicable  Federal  or
                  State  banking,   insolvency  or  other  similar  law  now  or
                  hereafter in effect to be adjudicated insolvent or bankrupt or
                  seeking the  appointment  of a receiver,  conservator or other
                  similar  official for any Major Bank  Subsidiary or for all or
                  substantially  all of its assets,  or the consent by any Major
                  Bank  Subsidiary to the entry of a decree or order in any case
                  or proceeding  under the Federal or State banking,  insolvency
                  or other  similar  laws  adjudging  any Major Bank  Subsidiary
                  insolvent or bankrupt, or appointing any receiver, conservator
                  or other similar official for any Major Bank Subsidiary or for
                  all or  substantially  all  of its  assets,  or  ordering  the
                  winding up or  liquidation of its affairs or the taking of any
                  corporate  action by any Major Bank  Subsidiary in furtherance
                  of such action.

         A Default  under  clause  (iii) of this  Section 5.1 is not an Event of
Default until the Trustee notifies the Company in writing,  or the Holders of at
least 25% in  aggregate  principal  amount of the  Securities  then  outstanding
notify the Company and the Trustee in writing,  of the Default,  and the Company
does not cure the Default within 30 days after receipt of the notice. The notice
must specify the  Default,  demand that it be remedied and state that the notice
is a "Notice  of  Default."  Such  notice  shall be given by the  Trustee  if so
requested  in writing  by the  Holders  of at least 25% in  aggregate  principal
amount of the Securities then  outstanding.  Any notice required to be delivered
by the  Trustee  to the  Company  hereunder  shall be given  promptly  after the
Trustee  becomes aware of such Default or is requested by the Holders to deliver
such notice.

         SECTION 5.2.  Acceleration.

         If an Event of Default  specified in clause (v) or (vii) of Section 5.1
occurs, the principal of and accrued interest on the Securities shall become and
be immediately  due and payable without any declaration or other act on the part
of any Holder. The Holders of at least a majority in aggregate  principal amount
of the Securities then  outstanding by written notice to the Trustee may rescind
an  acceleration  and its  consequences  if (i) all existing  Events of Default,
other than the  nonpayment of principal of or interest on the  Securities  which
have become due solely  because of the  acceleration,  have been cured or waived
and (ii) the  rescission  would not  conflict  with any  judgment or decree of a
court of competent jurisdiction. No such waiver or rescission shall extend to or
shall  affect  any  subsequent  default  or shall  impair  any right  consequent
thereon.

         SECTION 5.3.  Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Securities, to the extent that
any of the foregoing are then due and owing or to enforce the performance of any
provision of the Securities or this Indenture.

         The Trustee may maintain a  proceeding  even if it does not possess any
of the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any  Securityholder in exercising any right or remedy
hereunder  shall not impair the right or remedy or  constitute a waiver  thereof
and no  single or  partial  exercise  thereof  precludes  any  other or  further
exercise  thereof or the exercise of any other right or  privilege.  No right or
remedy  provided  herein is exclusive  of any other right or remedy  provided by
law. All rights and remedies are cumulative to the extent permitted by law.

         SECTION 5.4.  Waiver of Past Defaults.

         Subject  to  Sections  5.2,  5.7 and  8.2,  the  Holders  of at least a
majority in principal amount of the Securities then outstanding by notice to the
Trustee  may waive on behalf of the  holders of all the  Securities  an existing
Default and its  consequences,  except a Default in the payment of the principal
of, premium,  if any, or interest on any Security as specified in clauses (i) or
(ii) of Section 5.1.  Upon any such waiver,  such Default  shall cease to exist,
and any Event of Default  arising  therefrom  shall be deemed to have been cured
for every  purpose of this  Indenture;  but no such waiver  shall  extend to any
subsequent or other Default or impair any right consequent thereon.

         SECTION 5.5.  Control by Majority.

         The Holders of at least a majority in aggregate principal amount of the
Securities then outstanding may direct the time,  method and place of conducting
any proceeding  for any remedy  available to the Trustee or exercising any trust
or power  conferred  on it.  However,  the  Trustee  may  refuse to  follow  any
direction:  (a) that conflicts with law or this Indenture,  (b) that the Trustee
determines may be unduly  prejudicial to the rights of other  Securityholders or
(c) that may involve the Trustee in personal liability against which the Trustee
is not indemnified to its satisfaction.

         SECTION 5.6.  Limitation on Suits.

         No Holder of any Security shall have any right by virtue or by availing
itself of any provision of this  Indenture to institute any action or proceeding
at law or in equity or in bankruptcy or otherwise  upon or under or with respect
to this Indenture,  or for the appointment of a trustee,  receiver,  liquidator,
custodian or other similar official or for any other remedy hereunder unless:

                           (i) the Holder gives to the Trustee written notice of
                  a continuing Event of Default;

                           (ii)  the  Holders  of  at  least  25%  in  aggregate
                  principal  amount of the Securities  then  outstanding  make a
                  written  request to the  Trustee to  institute  such action or
                  proceeding in its own name as trustee hereunder;

                           (iii) such  Holders  offer to the  Trustee  indemnity
                  satisfactory to the Trustee against any loss, liability,  cost
                  or expense to be incurred therein or thereby;

                           (iv) the Trustee  does not comply  with such  request
                  within 60 days after  receipt of such notice,  request and the
                  offer of indemnity;

                           (v) during such 60 day period the Holders of at least
                  a  majority  in  principal   amount  of  the  Securities  then
                  outstanding  do not give the Trustee a direction  inconsistent
                  with the request; and

                           (vi) no  direction  inconsistent  with  such  request
                  shall have been given to the Trustee pursuant to Section 5.5.

         A Securityholder  may not use this Indenture to prejudice the rights of
another  Securityholder  or to obtain or seek to obtain a preference or priority
over another Securityholder or to enforce any right under this Indenture, except
in the manner herein  provided and for the equal,  ratable and common benefit of
all holders of Securities.  For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

         SECTION 5.7.  Rights of Holders to Receive Payment.

         Notwithstanding  any other provision of this Indenture,  except for the
provisions  of  Article  9, the right of any  Holder of a  Security  to  receive
payment of  principal  of,  premium,  if any, or interest on the  Security on or
after the respective due dates  expressed in the Security,  or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

         SECTION 5.8.  Collection Suit by Trustee.

         If an Event of Default  specified in Section  5.1(i) or (ii) occurs and
is  continuing,  the  Trustee  may in its own name or as  trustee  of an express
trust,  institute  any  action or  proceeding  at law or in equity  against  the
Company or any other obligor upon the Securities for the collection of the whole
amount of principal,  premium,  if any, and accrued interest remaining unpaid on
the Securities,  together with interest on overdue  principal and, to the extent
that  such  payment  is  lawful,  interest  on  overdue  premium,  if  any,  and
installments of interest, in each case at the rate then borne by the Securities,
and such further  amount as shall be  sufficient to cover the costs and expenses
of collection,  including the reasonable compensation,  expenses,  disbursements
and  advances of the  Trustee,  its agents and counsel  and  prosecute  any such
action or  proceeding  to judgment or final decree and enforce any such judgment
or final decree against the Company or any other obligor upon the Securities and
collect in the manner  provided by law out of the property of the Company or any
other obligor upon the  Securities,  wherever  situated,  the moneys adjudged or
decreed to be payable.

         SECTION 5.9.      Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be  necessary  or  advisable  in order to have the claims of the  Trustee
(including any claim for the reasonable  compensation,  expenses,  disbursements
and  advances of the Trustee,  its agents and  counsel) and the  Securityholders
allowed  in any  judicial  proceedings  relative  to the  Company  (or any other
obligor  upon the  Securities),  its  creditors  or its  property  and  shall be
entitled  and  empowered  to collect and  receive  any moneys or other  property
payable or  deliverable  on any such claims and to distribute  the same, and any
trustee,  receiver,  liquidator,  custodian  or  similar  official  in any  such
judicial  proceeding is hereby  authorized by each  Securityholder  to make such
payments to the Trustee and, in the event that the Trustee  shall consent to the
making of such payments directly to the  Securityholders,  to pay to the Trustee
any amount due to it for the reasonable  compensation,  expenses,  disbursements
and advances of the Trustee,  its agents and counsel,  and any other amounts due
the Trustee  under  Section 6.7 except as a result of  negligence  or bad faith.
Nothing herein  contained  shall be deemed to authorize the Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Securityholder any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Securities or the rights of any Holder  thereof,  or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

         All rights of action and of asserting  claims under this Indenture,  or
under  any of the  Securities,  may be  enforced  by  the  Trustee  without  the
possession of any of the  Securities or the  production  thereof in any trial or
other  proceedings   relative  thereto,  and  any  such  action  or  proceedings
instituted  by the  Trustee  shall be  brought  in its own name as trustee of an
express  trust,  and any  recovery  of  judgment,  subject to the payment of the
expenses,  disbursements  and  compensation  of the  Trustee,  each  predecessor
Trustee  and their  respective  agents and  attorneys,  shall be for the ratable
benefit of the holders of the Securities.

         In any  proceedings  brought by the Trustee  (and also any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the  Securities,  and it shall not be  necessary  to make any  holders of the
Securities parties to any such proceedings.

         SECTION 5.10.     Priorities.

         If the Trustee collects any money pursuant to this Article 5, it shall,
subject  to the  provisions  of  Article  9, pay out the money in the  following
order:

                  First:   to the Trustee for amounts due under Section 6.7;

                  Second: in case the principal of the Securities shall not have
         become  and be then due and  payable,  to the  payment of  interest  in
         default  in the  order  of the  maturity  of the  installments  of such
         interest,  with interest upon the overdue  installments  of interest at
         the same rate as the rate of interest specified in the Securities, such
         payments to be made  ratably to the person  entitled  thereto,  without
         discrimination or preference;

                  Third:  in case the  principal  of the  Securities  shall have
         become and shall be then due an  payable,  to the  payment of the whole
         amount then owing and unpaid upon all the  Securities for principal and
         interest,  with interest upon the overdue  principal,  and upon overdue
         installments  of  interest  at the same  rate as the  rate of  interest
         specified  in  the  Securities;  and  in  case  such  moneys  shall  be
         insufficient to pay in full the whole amount so due and unpaid upon the
         Securities, then to the payment of such principal and interest, without
         preference or priority of principal over interest,  or of interest over
         principal, or of any installment of interest over any other installment
         of interest, or of any Security over any other Security, ratably to the
         aggregate of such principal and accrued and unpaid interest; and

                  Fourth:   to  the  Company  or  any  other   obligors  on  the
         Securities, as their interests may appear, or any other Person lawfully
         entitled thereto or as a court of competent jurisdiction may direct.

         The Trustee, upon prior written notice to the Company, may fix a record
date and  payment  date for any  payment  to  Securityholders  pursuant  to this
Section 5.10.

         SECTION 5.11.     Undertaking for Costs.

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture  or in any suit against the Trustee for any action taken or omitted by
it as a Trustee,  a court in its  discretion may require the filing by any party
litigant  in the suit of an  undertaking  to pay the costs of the suit,  and the
court in its  discretion  may  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against any party litigant in the suit,  having due regard to
the merits and good faith of the claims or defenses made by the party  litigant.
This Section  5.11 does not apply to a suit by the  Trustee,  a suit by a Holder
pursuant  to Section  5.7,  or a suit by  Holders of more than 10% in  aggregate
principal amount of the Securities then outstanding.

                                    ARTICLE 6
                                     TRUSTEE

         SECTION 6.1.  Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing,  the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         (b)      Except during the continuance of an Event of Default:

                           (1) The  Trustee  undertakes  to  perform  only those
                  duties that are  specifically  set forth in this  Indenture or
                  the TIA and no others, and no implied covenants or obligations
                  shall be read into this Indenture against the Trustee.

                           (2) In the  absence  of bad  faith on its  part,  the
                  Trustee  may  conclusively  rely,  as  to  the  truth  of  the
                  statements  and  the  correctness  of the  opinions  expressed
                  therein,  upon  certificates  or  opinions  delivered  to  the
                  Trustee  by  the  Company   pursuant  to  this  Indenture  and
                  conforming to the requirements of this Indenture. However, the
                  Trustee  shall  examine  the   certificates  and  opinions  to
                  determine  whether or not they conform to the  requirements of
                  this   Indenture   but  need  not  confirm  the   accuracy  of
                  mathematical computations.

         (c)  Notwithstanding  anything to the contrary  herein  contained,  the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                           (1) This  paragraph  does not  limit  the  effect  of
                  paragraph (b) of this Section 6.1.

                           (2) The Trustee  shall not be liable for any error of
                  judgment made in good faith by a Trust  Officer,  unless it is
                  proved that the  Trustee was  negligent  in  ascertaining  the
                  pertinent facts.

                           (3) Except as otherwise  provided in Section  6.1(a),
                  the Trustee  shall not be liable with respect to any action it
                  takes  or omits to take in good  faith  in  accordance  with a
                  direction received by it pursuant to Section 5.5.

         (d) Whether or not therein  expressly so provided,  every  provision of
this  Indenture  that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (e) of this Section 6.1.

         (e) No provision of this Indenture  shall require the Trustee to expend
or risk its own funds or incur any liability.  The Trustee may refuse to perform
any duty or exercise any right or power unless it receives  reasonable  security
or indemnity  against any loss,  liability,  cost or expense,  including but not
limited to the legal fees and disbursements of its counsel.

         (f) The Trustee  shall not be  obligated  to pay  interest on any money
received by it unless otherwise  agreed in writing with the Company.  Money held
in trust by the Trustee  need not be  segregated  from other funds except to the
extent  required by law. The Trustee has no  obligation to invest monies held by
it hereunder except pursuant to written instructions received by the Trustee and
signed by two officers of the Company.

         SECTION 6.2.  Rights of Trustee.

         (a) The Trustee may rely on any  document  believed by it to be genuine
and to have been signed or presented by the proper Person.  The Trustee need not
investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting,  it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable  for any  action  it takes or omits  to take in good  faith  and  without
negligence in reliance on the Officers' Certificate or Opinion of Counsel.

         (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed and retained with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith and without  negligence  which it  reasonably  believes to be
authorized or within the rights or powers conferred upon it by this Indenture.

         (e) The Trustee may consult with counsel and the written advice of such
counsel  or any  Opinion  of  Counsel  as to  matters  of law  shall be full and
complete authorization and protection in respect of any action taken, omitted or
suffered  by it  hereunder  in good faith and in  accordance  with the advice or
opinion of such counsel.

         (f)  Unless  otherwise  specifically  provided  in the  Indenture,  any
demand,  request,  direction or notice from the Company  shall be  sufficient if
signed by an Officer of the Company.

         (g) In the event an  opinion of counsel  is  required  to be  delivered
pursuant to Section  2.6 at such time as the Trustee is not also the  Registrar,
then such opinion of counsel shall also be satisfactory to the Trustee.

         SECTION 6.3.  Individual Rights of Trustee.

         The  Trustee,  or any  agent  of the  Company  or the  Trustee,  in its
individual  or any other  capacity may become the owner or pledgee of Securities
and may otherwise  deal with the Company or an Affiliate with the same rights it
would have if it were not  Trustee.  Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 6.10 and 6.11.

         SECTION 6.4.  Trustee's Disclaimer.

         The Trustee makes no  representation  as to the validity or adequacy of
this Indenture or the Securities;  it shall not be accountable for the Company's
use of the proceeds from the  Securities;  it shall not be  accountable  for any
money paid to the Company, or upon the Company's direction, if made under and in
accordance with any provision of this Indenture; it shall not be responsible for
the use or  application of any money received by any Paying Agent other than the
Trustee;  and it shall not be  responsible  for any  statement of the Company in
this Indenture or any statement in the Securities  other than its certificate of
authentication.

         SECTION 6.5.  Notice of Defaults.

         If a  Default  occurs  and  is  continuing  and if it is  known  to the
Trustee,  the  Trustee  shall mail to  Securityholders  a notice of the  Default
within 90 days after the occurrence  thereof unless such Default shall have been
cured  before the giving of such notice,  provided  that except in the case of a
Default  in the  payment  of  the  principal  of or  interest  on  any  Security
(including  any  failure  to make  any  mandatory  redemption  payment  required
hereunder),  the Trustee may  withhold the notice if and so long as the board of
directors,  executive  committee  or  a  trust  committee  of  directors  and/or
responsible  officers of the Trustee in good faith  determines that  withholding
the notice is in the interests of Securityholders.

         SECTION 6.6.  Reports by Trustee to Holders.

         This  Section  6.6 shall  not be  operative  as part of this  Indenture
unless and until  this  Indenture  is  qualified  under the TIA and,  until such
qualification, this Indenture shall be construed as if this Section 6.6 were not
contained  herein.  The Company shall provide the Trustee with written notice as
promptly  as  practical,  but in any event no later than 30 days before the date
(if any) on which this Indenture is expected to be qualified under the TIA.

         Each  calendar year the Trustee,  if required by the  provisions of TIA
ss.  313(a),  shall  mail to  Securityholders  a brief  report  dated as of such
reporting date that complies with TIA ss. 313(a).  The Trustee also shall comply
with TIA ss. 313(b) and ss. 313(c).

         A copy of each  report at the time of its  mailing  to  Securityholders
shall be  mailed  to the  Company  and  filed  with the SEC and each  securities
exchange,  if any, on which the Securities are listed.  The Company shall notify
the  Trustee  in  writing  when the  Securities  are  listed  on any  securities
exchange.

         SECTION 6.7.  Compensation and Indemnity.

         The  Company  shall pay to the  Trustee  from  time to time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all  reasonable  disbursements,  advances
and expenses  incurred by it in connection  with the  performance  of its duties
under  this  Indenture  including  reasonable  compensation,  disbursements  and
expenses of the Trustee's agents and counsel.

         The Company shall  indemnify the Trustee  against any loss,  liability,
cost  or  expense  incurred  by it  arising  out of or in  connection  with  the
performance of its duties under this Indenture,  except as set forth in the next
paragraph.  The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend such claim and the Trustee shall
cooperate in such defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel.

         The Company need not  reimburse  any expense or  indemnify  against any
loss or liability incurred by the Trustee through negligence, willful misconduct
or bad faith.  The Company need not pay for any  settlement  made by the Trustee
without the Company's  consent.  The Company will only withhold consent where in
good faith the Company  believes  there are reasonable  grounds for  withholding
consent.

         The  obligation of the Company under this Section 6.7 to compensate the
Trustee and to pay and  reimburse the Trustee for such  expenses,  disbursements
and advances shall constitute additional Indebtedness.

         To secure the Company's payment obligations in this Section, subject to
the priorities  set forth in Section 5.10 hereof,  the Trustee shall have a Lien
prior to the  Securities  on all  money or  property  held or  collected  by the
Trustee,  except  that held in trust to pay the  principal  of and  interest  on
particular  Securities.  Such  obligations  shall survive the  satisfaction  and
discharge of the Indenture.

         When the Trustee incurs expenses or renders  services after an Event of
Default specified in clause (v) and (vi) of Section 5.1 occurs, the expenses and
the  compensation  for the  services  are  intended  to  constitute  expenses of
administration under any bankruptcy law.

         SECTION 6.8.  Replacement of Trustee.

         A resignation or removal of the Trustee and  appointment of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment as provided in this Section.

         Subject to TIA ss.  310(b),  the Trustee  may resign and be  discharged
from the trust  hereby  created by so  notifying  the Company in  writing,  such
resignation and discharge to become  effective as provided in the last paragraph
of this  Section.  The  Holders of a majority  in  principal  amount of the then
outstanding  Securities  may remove the Trustee by so notifying  the Trustee and
the Company in writing. The Company may remove the Trustee if:

                           (i) the Trustee fails to satisfy the  requirements of
                  Section 6.10;

                           (ii)  the  Trustee  is  adjudged  a  bankrupt  or  an
                  insolvent  or an order for relief is entered  with  respect to
                  the Trustee under any bankruptcy,  insolvency,  reorganization
                  or other similar law;

                           (iii) a receiver,  liquidator,  assignee,  custodian,
                  trustee,  sequestrator  or similar  official  or other  public
                  officer takes charge of the Trustee or its property; or

                           (iv)     the Trustee becomes incapable of acting.

         If the  Trustee  resigns or is  removed  or if a vacancy  exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee  by  written  instrument,  executed  by the  Board of  Directors  of the
Company,  one copy of which  instrument  shall be delivered to the  resigning or
removed  Trustee and one copy to the  successor  Trustee.  The Trustee  shall be
entitled to payment of its fees and  reimbursement  of its expenses while acting
as Trustee.

         If a successor  Trustee  does not take office  within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the then  outstanding  Securities
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

         If the Trustee,  after written  request by any  Securityholder  who has
been a Securityholder for at least 6 months,  fails to comply with Section 6.10,
any  Securityholder  may petition any court of  competent  jurisdiction  for the
removal of the Trustee and the appointment of a successor Trustee.

         A  successor  Trustee  shall  deliver  a  written   acceptance  of  its
appointment  to  the  retiring  Trustee  and  to  the  Company.   Thereupon  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
under  this  Indenture.  The  successor  Trustee  shall  mail  a  notice  of its
succession to all  Securityholders.  A retiring Trustee shall promptly  transfer
all property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 6.7. Notwithstanding replacement of the Trustee pursuant
to this Section 6.8, the Company's  obligations under Section 6.7 shall continue
for the benefit of the retiring Trustee.

         SECTION 6.9.  Successor Trustee or Agent by Merger, etc.

         If the Trustee or an Agent  consolidates,  merges or converts  into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor  Trustee or any Agent,  subject,  inter  alia,  to the  provisions  of
Section 6.10.

         SECTION 6.10.  Eligibility; Disqualification.

         There  shall  at all  times be a  Trustee  hereunder  which  shall be a
corporation  organized and doing business under the laws of the United States of
America or of any state or  territory  thereof or of the  District  of  Columbia
authorized under such laws to exercise corporate trust powers,  shall be subject
to supervision  or  examination  by Federal or State  authority and shall have a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent  published annual report of condition and shall not be the Company or any
Subsidiary or Affiliate of the Company.

         This   Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements of TIA ss. 310(a)(1).  The Trustee is subject to and will comply at
all times with TIA ss. 310(b)  whether or not this  Indenture is then  qualified
under the TIA.

         SECTION 6.11.  Preferential Collection of Claims Against the Company.

         The Trustee  shall be subject  to, and the  Trustee  shall at all times
comply with, TIA ss. 311(a),  excluding any creditor  relationship listed in TIA
ss.  311(b).  A Trustee who has resigned or been removed shall be subject to TIA
ss. 311(a) to the extent indicated therein whether or not this Indenture is then
qualified under the TIA.

                                    ARTICLE 7
                             DISCHARGE OF INDENTURE

         SECTION 7.1.  Termination of Company's Obligations.

         The Securities shall not be callable or redeemable by the Company. This
Indenture  shall  cease to be of  further  effect  (except  that  the  Company's
obligations  under Section 6.7 and the Trustee's and Paying Agent's  obligations
under Section 7.3 shall  survive) when all  outstanding  Securities  theretofore
authenticated  and issued have been  delivered  (other than  destroyed,  lost or
stolen  Securities  which have not been  replaced  or paid) to the  Trustee  for
cancellation  and the Company has paid all sums payable  hereunder and under the
Securities.  In addition, the Company may terminate all of its obligations under
this  Indenture,  other than its obligations  under those Sections  specifically
noted  below,  at any  time  within  one  year  of the  stated  maturity  of the
Securities if:

                           (1) (a) the  Company  irrevocably  deposits  in trust
                  with the Trustee cash or U.S.  Government  Obligations  (which
                  shall not be  callable  or  payable  at the  issuer's  option)
                  sufficient  (in  an  opinion  set  forth  in  an  Accountant's
                  Certificate  delivered  by the Company to the Trustee) to pay,
                  or which at maturity  will be  sufficient  to pay,  principal,
                  premium,  if any,  and  interest on the  Securities  to and at
                  maturity  and to pay all other sums  payable by it  hereunder,
                  provided  that  the  Trustee   shall  have  been   irrevocably
                  instructed  to apply such money or the  proceeds  of such U.S.
                  Government  Obligations  to the  payment  of  said  principal,
                  premium,  if any, and interest with respect to the Securities;
                  and (b) provided  such deposit  shall not cause the Trustee to
                  have a conflicting  interest for purposes of the TIA,  whether
                  or not the  Indenture  shall then be qualified  under the TIA;
                  and (c) no Event of Default  pursuant to clause  (v),  (vi) or
                  (vii) of Section  5.1 or event  which with  notice or lapse of
                  time would become an Event of Default  pursuant to clause (v),
                  (vi) or  (vii) of  Section  5.1  shall  have  occurred  and be
                  continuing  on the date of such  deposit  or during the period
                  ending  123 days  after such  date;  and (d) the  Company  has
                  delivered  to the Trustee (i) either (x) a ruling  directed to
                  the Trustee  received from the Internal Revenue Service to the
                  effect that the Holders of the  Securities  will not recognize
                  income,  gain or loss for  Federal  income tax  purposes  as a
                  result of the  Company's  exercise  of its  option  under this
                  Section  7.1 and will be subject to Federal  income tax in the
                  same  manner and at the same times as would have been the case
                  if such  option  had not been  exercised  or (y) an Opinion of
                  Counsel to the same effect as the ruling  described  in clause
                  (x)  accompanied  by a ruling to that effect  published by the
                  Internal Revenue Service and (ii) an Opinion of Counsel to the
                  effect  that (x) the trust  funds  will not be  subject to any
                  rights of holders  of Senior  Indebtedness  including  without
                  limitation  those arising  under Article 9 of this  Indenture,
                  and (y) after the passage of 123 days  following  the deposit,
                  the  trust  funds  will not be  subject  to the  effect of any
                  applicable bankruptcy,  insolvency,  reorganization or similar
                  laws affecting creditors' rights generally; and

                           (2) the Company  delivers to the Trustee an Officers'
                  Certificate stating that all of the provisions of this Section
                  7.1 have  been  complied  with,  and an  Opinion  of  Counsel,
                  reasonably  satisfactory  to the Trustee,  to the same effect;
                  and

                           (3) no Default  shall have occurred and be continuing
                  on the date of such deposit.

         Then,  in  such  event,  the  obligations  of the  Company  under  this
Indenture  shall  cease to be of  further  effect  (except as  provided  in this
paragraph)  and the Trustee,  on demand of the  Company,  shall  execute  proper
instruments  acknowledging  confirmation  of and discharge under this Indenture.
The  Company  may make the  deposit  only if  Article 9 does not  prohibit  such
payment. However, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.13,  3.1, 3.2,  3.12,  6.7, 6.8, 7.1, 7.2 and 7.4 and the Trustee's and Paying
Agent's obligations hereunder,  including under Section 7.3, shall survive until
the Securities are no longer outstanding. Thereafter, only the Company's and the
Trustee's  obligations  in Section  6.7 and the  Trustee's  and  Paying  Agent's
obligations in Section 7.3 shall survive.  After such  irrevocable  deposit made
pursuant to this Section 7.1 and  satisfaction of the other conditions set forth
in this Section 7.1, the Trustee upon the written request signed by two Officers
of the Company  shall  acknowledge  in writing the  discharge  of the  Company's
obligations  under  this  Indenture  except  for  those  surviving   obligations
specified above.

         In order to have money  available on a payment date to pay principal or
interest on the Securities,  the U.S. Government Obligations shall be payable as
to  principal or interest on or before such payment date in such amounts as will
provide the necessary cash.

         SECTION 7.2.  Application of Trust Money.

         The Trustee  shall hold in trust money or U.S.  Government  Obligations
deposited  with it pursuant to Section 7.1. It shall apply the  deposited  money
and the money from U.S.  Government  Obligations through the Paying Agent and in
accordance  with this  Indenture to the payment of principal and interest on the
Securities.  Money and U.S.  Government  Obligations  held in trust shall not be
subject to Article 9.

         SECTION 7.3.  Repayment to Company.

         In connection  with the  satisfaction  and discharge of this Indenture,
the Trustee and the Paying Agent shall  promptly pay to the Company upon written
request any excess money or Securities then held by them.

         The Trustee and the Paying  Agent shall pay to the Company upon written
request any money held by them for the payment of principal, premium, if any, or
interest  that  remains  unclaimed  for two years after the date upon which such
payment shall have become due; provided that the Company shall have first caused
notice of such payment to be mailed to each  Securityholder  entitled thereto no
less  than 30 days  prior  to such  repayment.  After  payment  to the  Company,
Securityholders  entitled  to the money must look to the  Company for payment as
general creditors unless an applicable abandoned property law designates another
Person,  and all  liability of the Trustee and such Paying Agent with respect to
such money shall cease. If any money is returned to the Company pursuant to this
Section  7.3,  the Company  agrees to be  responsible  for  compliance  with the
escheat laws of the State of New Jersey.

         SECTION 7.4.  Reinstatement.

         If the  Trustee  or  Paying  Agent  is  unable  to apply  any  money in
accordance  with Section 7.2 by reason of any legal  proceeding  or by reason of
any  order  or  judgment  of any  court  or  governmental  authority  enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this  Indenture  and the  Securities  shall be revived and  reinstated  as
though no deposit  had  occurred  pursuant to Section 7.2 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance  with
Section 7.2; provided that, if the Company has made any payment of principal of,
premium,  if any, or interest on any Securities  because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such  Securities  to  receive  such  payment  from the money or U.S.  Government
Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 8
                                   AMENDMENTS

         SECTION 8.1.  Without Consent of Holders.

         The Company and the Trustee may amend this  Indenture or the Securities
without the consent of any Securityholder:

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

                           (ii) to comply with Section 4.1;

                           (iii) to provide  for  uncertificated  Securities  in
                  addition to or in place of certificated Securities;

                           (iv) to make  any  change  that  does  not  adversely
                  affect  the rights  hereunder  of any  Securityholder,  except
                  changes  that  adversely  affect the rights of any  holders of
                  Senior  Indebtedness  under Article 9 or Sections 5.1, 5.2, or
                  5.9 unless the holders of such Senior Indebtedness  consent to
                  the change; or

                           (v) to comply with the TIA provided that, in the case
                  of clause (i) through (iv) above,  inclusive,  the Company has
                  delivered  to the Trustee an Opinion of Counsel  stating  that
                  such  change  does not  adversely  affect  the  rights  of any
                  Securityholder.

         After an amendment or waiver under this Section 8.1 becomes  effective,
the  Company  shall mail to  Securityholders  a notice  briefly  describing  the
amendment or waiver.

         The Company and the Trustee agree to amend this Indenture to the extent
required in connection with any registration of the Securities or New Securities
under the  Securities  Act and  qualification  of this  Indenture  (or a similar
indenture)  under the TIA  pursuant  to the  Registration  Rights  Agreement  to
effectuate such  registration and  qualification as provided in the Registration
Rights Agreement.

         SECTION 8.2.  With Consent of Holders.

         Except as  provided  below and  subject to  Sections  2.8 and 2.9,  the
Company and the  Trustee may amend this  Indenture  or the  Securities  with the
written consent of the Holders of at least a majority in principal amount of the
then outstanding  Securities.  Upon the written request of the Company signed by
two  Officers,  accompanied  by a  resolution  of the Board of  Directors of the
Company authorizing the execution of any such supplemental  indenture,  and upon
the filing with the Trustee of evidence of the consent of the Securityholders as
aforesaid,  the Trustee,  subject to Section 8.6, shall join with the Company in
the execution of such supplemental indenture.

         It shall not be  necessary  for the consent of the  Holders  under this
Section to approve the particular form of any proposed  amendment or waiver, but
it shall be  sufficient  if such consent  approves  the  substance  thereof.  An
amendment under this Section may not make any change that adversely  affects the
rights of any holders of Senior  Indebtedness  under  Article 9 or Sections 5.1,
5.2 or 5.9 unless the holders of such Senior Indebtedness consent to the change.

         After an amendment or waiver under this Section 8.2 becomes  effective,
the Company shall mail to the Holder of each Security  affected thereby a notice
briefly  describing the amendment or waiver.  Any failure of the Company to mail
such notice,  or any defect therein,  shall not,  however,  in any way impair or
affect the validity of any such supplemental indenture.  The Holders of at least
a majority in principal  amount of the  Securities  then  outstanding  may waive
compliance  in a particular  instance by the Company with any  provision of this
Indenture or the Securities.

         Without  the  consent  of each  Securityholder  affected,  however,  an
amendment or waiver under this Section may not:

                           (i)  change the amount of  Securities  whose  Holders
                  must consent to an amendment or waiver;

                           (ii)  reduce  the  rate of or  change  the  time  for
                  payment of interest  including,  without  limitation,  default
                  interest  and  additional  interest  payable  pursuant  to the
                  Registration Rights Agreement on any Security;

                           (iii) reduce the  principal of any Security or change
                  the time for payment thereof;

                           (iv) make any  Security  payable in money  other than
                  that stated in the Security;

                           (v) make any change in Section  5.4, 5.7 or the first
                  or fourth paragraphs of this Section 8.2;

                           (vi)  make any  change in  Article  9 that  adversely
                  affects in any manner the rights of any Securityholder; or

                           (vii) waive a Default in the payment of  principal of
                  or  interest  on, or  premium,  if any,  with  respect to, any
                  Security.

         SECTION 8.3.  Compliance with Trust Indenture Act.

         Every amendment to this Indenture or the Securities  shall be set forth
in a supplemental indenture that complies with the TIA as then in effect whether
or not this  Indenture is then  qualified  under the TIA.  The Trustee  shall be
entitled  to receive  and rely upon an opinion of counsel as to whether any such
supplemental indenture complies with the TIA.

         SECTION 8.4.  Revocation and Effect of Consents.

         (a) Until an amendment or waiver becomes effective,  a consent to it by
a  Holder  of a  Security  is a  continuing  consent  by the  Holder  and  every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security.  However,  any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee  receives
written  notice of revocation  before the date on which the Trustee  receives an
Officers'  Certificate  certifying  that the Holders of the requisite  principal
amount of Securities have consented to such amendment or waiver. An amendment or
waiver  becomes  effective  upon  receipt  by  the  Trustee  of  such  Officers'
Certificate  and  the  written  consents  from  the  Holders  of  the  requisite
percentage in principal amount of Securities.

         (b) The Company may,  but shall not be obligated  to, fix a record date
for the purpose of determining  the Holders  entitled to consent to an amendment
or waiver. If a record date is fixed, then  notwithstanding the second and third
sentence of paragraph (a) of this Section 8.4, those Persons who were Holders at
such record date (or their duly  designated  proxies),  and only those  Persons,
shall be  entitled  to  consent  to such  amendment  or waiver or to revoke  any
consent  previously  given,  whether or not such Persons  continue to be Holders
after such record date. No such consent to an amendment or waiver shall be valid
or effective, if granted more than 120 days after such record date.

         (c) After an amendment or waiver becomes effective, it shall bind every
Securityholder,  unless it is of the type described in clauses (i) through (vii)
of Section 8.2. In such case, the amendment or waiver shall bind each Holder who
has consented to it and every subsequent  Holder that evidences the same debt as
the consenting Holder's security.

         SECTION 8.5.  Notation on or Exchange of Securities.

         Upon  the  Company's  written  request,  the  Trustee  shall  place  an
appropriate notation provided by the Company about an amendment or waiver on any
Security  thereafter  authenticated.  The Company in exchange for all Securities
may issue, and the Trustee shall  authenticate,  new Securities that reflect the
amendment or waiver.

         SECTION 8.6.  Trustee to Sign Amendments, etc.

         The Trustee shall sign any amendment  hereto or supplemental  indenture
authorized pursuant to this Article 8 if the amendment does not adversely affect
the rights,  duties,  liabilities or immunities of the Trustee.  If it does, the
Trustee  may,  but need  not,  sign it.  In  determining  whether  to sign  such
amendment or supplemental indenture the Trustee shall be entitled to receive and
shall be fully  protected  in relying  upon,  an  Officers'  Certificate  and an
Opinion of Counsel as conclusive  evidence that such  amendment or  supplemental
indenture  is  authorized  or  permitted  by  this  Indenture,  that  it is  not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance  with its terms.  The  Company  may not sign an  amendment  hereto or
supplemental indenture until the Board of Directors approves it.

                                    ARTICLE 9
                                  SUBORDINATION

         SECTION 9.1.  Securities Subordinated to Senior Indebtedness.

         Notwithstanding  the  provisions  of Sections  5.2 and 5.3, the Company
covenants and agrees,  and the Trustee and each Holder of the  Securities by his
acceptance thereof (whether upon original issue or upon transfer,  assignment or
exchange  thereof)  likewise  covenants  and  agrees,  that all  payments of the
principal of,  premium,  if any, and interest on, the  Securities by the Company
shall be subordinated in accordance with the provisions of this Article 9 to the
prior payment in full, in cash or cash equivalents, of all amounts payable under
Senior Indebtedness.

         SECTION 9.2.  Priority and Payment Over of Proceeds in Certain Events.

         (a) Upon any payment or  distribution  of assets or  securities  of the
Company, as the case may be, of any kind or character, whether in cash, property
or  securities,  upon  any  dissolution  or  winding  up  or  total  or  partial
liquidation or reorganization  of the Company,  whether voluntary or involuntary
or in bankruptcy,  insolvency,  receivership or other  proceedings,  all amounts
payable  under  Senior  Indebtedness  shall  first be paid in full in  cash,  or
payment  provided  for in cash or cash  equivalents,  before the  Holders or the
Trustee on behalf of the  Holders  shall be  entitled  to receive any payment of
principal of premium,  if any, or interest on the Securities or  distribution of
any assets or  securities.  Before any payment may be made by the Company of the
principal of, and premium,  if any, or interest on the Securities  upon any such
dissolution  or winding up or  liquidation  or  reorganization,  any  payment or
distribution  of assets or  securities  of the Company of any kind or character,
whether in cash, property or securities,  to which the Holders or the Trustee on
their  behalf would be entitled,  except for the  provisions  of this Article 9,
shall  be  made  by the  Company  or by any  receiver,  trustee  in  bankruptcy,
liquidating trustee,  agent or other Person making such payment or distribution,
directly to the holders of the Senior  Indebtedness or their  representatives or
to the trustee under any indenture under which the Senior  Indebtedness may have
been issued to the extent necessary to pay all such Senior  Indebtedness in full
after giving effect to any concurrent  payment or distribution to the holders of
such Senior Indebtedness  except that the  Securityholders  would be entitled to
receive securities that are subordinated to Senior  Indebtedness to at least the
same extent as the Securities.

         (b) No direct or  indirect  payment  by or on behalf of the  Company of
principal of, premium, if any, or interest on the Securities whether pursuant to
the terms of the Securities or upon  acceleration of otherwise shall be made and
no Securities may be acquired by the Company for cash or property if at the time
of such payment or  acquisition  there exists a default in the payment of all or
any  portion  of  principal  of,  premium,  if any,  or  interest  on any Senior
Indebtedness when due and payable, and such default shall not have been cured or
waived or the benefits of this sentence waived by or on behalf of the holders of
such Senior Indebtedness.

         (c)  In  the  event  that,   notwithstanding  the  foregoing  provision
prohibiting such payment or  distribution,  the Trustee or any Holder shall have
received  any  payment on account  of the  principal  of,  premium,  if any,  or
interest on the Securities (other than as permitted by paragraphs (a) and (b) of
this Section 9.2) at a time when such payment is  prohibited by this Section 9.2
and  before  the  principal  or,  premium,   if  any,  and  interest  on  Senior
Indebtedness is paid in full or provision made for such payment then and in such
event  (subject to the  provisions of Section 9.8) such payment or  distribution
shall be received and held in trust for the holders of Senior  Indebtedness and,
upon written notice  delivered within 30 days after such payment was received by
the Trustee,  shall be paid over to the holders of such Senior  Indebtedness  or
the  representative  of the holders of such Senior  Indebtedness and pursuant to
the directions of such  representatives,  shall be paid over or delivered to the
holders  of the Senior  Indebtedness  remaining  unpaid,  but only to the extent
necessary  to pay in full in cash or cash  equivalents  the  principal  of,  and
premium, if any, and interest on such Senior Indebtedness in accordance with its
terms after  giving  effect to any  concurrent  payment or  distribution  to the
holders of such Senior Indebtedness.

         Nothing  contained  in this  Article  9 shall  limit  the  right of the
Trustee  or the  Holders of  Securities  to take any  action to  accelerate  the
maturity  of the  Securities  pursuant to Section 5.2 or to pursue any rights or
remedies  hereunder or otherwise  permitted by  applicable  law,  subject to the
rights under paragraphs (a), (b) and (c) above of holders of Senior Indebtedness
to receive cash, property or securities  otherwise payable or deliverable to the
Holders of the Securities.

         Upon any payment or distribution of assets or securities referred to in
this  Article 9, the Trustee and the Holders  shall be entitled to rely upon any
order or decree of a court of competent  jurisdiction in which such dissolution,
winding up,  liquidation or  reorganization  proceedings  are pending and upon a
certificate of the receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other Person (excluding the Company) making any such payment or distribution,
delivered to the Trustee for the purpose of ascertaining the Persons entitled to
participate in such distribution,  the holders of Senior  Indebtedness and other
Indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article 9.

         SECTION 9.3.  Payments May Be Paid Prior to Dissolution.

         Nothing  contained in this  Article 9 or  elsewhere  in this  Indenture
shall prevent (i) the Company,  except under the conditions described in Section
9.2, from making payments at any time for the purpose of making such payments of
principal of, premium, if any, and interest on the Securities in accordance with
the provisions of this Indenture and the Securities, or from depositing with the
Trustee any moneys for such  payments,  or (ii) the  application  by the Trustee
(subject to the  conditions  contained in Section  9.2) of any moneys  deposited
with it for the purpose of making such  payments of principal  of,  premium,  if
any, and interest on the Securities,  to the Holders  entitled thereto unless at
least one Business Day prior to the day upon which such payment would  otherwise
(except for the  prohibitions  contained in Section 9.2) become due and payable,
the Trustee  shall have  received  the written  notice  provided  for in Section
9.2(c) or in Section 9.9. The Company  shall give prompt  written  notice to the
Trustee of any dissolution,  winding up,  liquidation or  reorganization  of the
Company.

         SECTION  9.4.  Rights  of  Holders  of  Senior  Indebtedness  Not to be
Impaired.

         No right of any present or future holder of any Senior  Indebtedness to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired  by any act or failure to act in good faith by any such
holder,  or by any  noncompliance by the Company,  with the terms and provisions
and covenants  herein  regardless  of any knowledge  thereof any such holder may
have or otherwise be charged with.

         The provisions of this Article 9 are intended to be for the benefit of,
and shall be  enforceable  directly by the  holders of the Senior  Indebtedness,
without any act or notice of acceptance hereof or reliance hereon.

         SECTION  9.5.  Authorization  to Trustee to Take  Action to  Effectuate
Subordination.

         Each Holder of  Securities by his  acceptance  thereof  authorizes  and
directs  the Trustee on his behalf to take such  action as may be  necessary  or
appropriate to effectuate, as between the holders of Senior Indebtedness and the
Holders,  the  subordination  as provided  in this  Article 9 and  appoints  the
Trustee his attorney-in-fact for any and all such purposes.

         SECTION 9.6.  Subrogation.

         Upon the payment in full of all amounts  payable under or in respect of
the Senior Indebtedness,  the Holders shall be subrogated equally and ratably to
the rights of the holders of such  Senior  Indebtedness  to receive  payments or
distributions  of assets of the Company made on such Senior  Indebtedness  until
the Securities shall be paid in full; and for the purposes of such  subrogation,
no payments or distributions to holders of such Senior Indebtedness of any cash,
property or  securities  to which  Holders of the  Securities  would be entitled
except for the  provisions of this Article 9 and no payment over pursuant to the
provisions  of this  Article 9 to holders  of such  Senior  Indebtedness  by the
Holders, shall, as between the Company, its creditors other than holders of such
Senior Indebtedness and the Holders, be deemed to be a payment by the Company to
or on  account  of such  Senior  Indebtedness,  it  being  understood  that  the
provisions of this Article 9 are solely for the purpose of defining the relative
rights of the  holders of such  Senior  Indebtedness,  on the one hand,  and the
Holders, on the other hand.

         If any payment or  distribution  to which the Holders  would  otherwise
have been  entitled  but for the  provisions  of this  Article 9 shall have been
applied,  pursuant to the  provisions  of this  Article 9, to the payment of all
amounts  payable  under the  Senior  Indebtedness,  then and in such  case,  the
Holders   shall  be  entitled  to  receive  from  the  holders  of  such  Senior
Indebtedness at the time outstanding any payments or  distributions  received by
such holders of Senior  Indebtedness  in excess of the amount  sufficient to pay
all amounts payable under or in respect of the Senior Indebtedness in full.

         SECTION 9.7.  Obligations of Company Unconditional.

         Nothing  contained in this Article 9 or elsewhere in this  Indenture or
in any Security is intended to or shall  impair,  as between the Company and the
Holders,  the obligations of the Company,  which are absolute and unconditional,
to pay to the Holders the  principal  of,  premium,  if any, and interest on the
Securities as and when the same shall become due and payable in accordance  with
their terms and the terms  hereof or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
any Holder from  exercising all remedies  otherwise  permitted by applicable law
upon Default under this  Indenture,  subject to the rights,  if any,  under this
Article  9 of the  holders  of such  Senior  Indebtedness  in  respect  of cash,
property or  securities  of the Company  received  upon the exercise of any such
remedy.

         SECTION 9.8.  Article 10 Not a Bar to Events of Default.

         The failure to make a payment on account of principal of,  premium,  if
any, or interest on the  Securities by reason of any provision of this Article 9
shall not be construed as preventing the occurrence of an Event of Default under
Section 5.1.

         SECTION  9.9.  Trustee  Entitled to Assume  Payment Not  Prohibited  in
Absence of Notice.

         Neither the  Trustee nor the Paying  Agent shall at any time be charged
with the knowledge of the existence of any facts which would prohibit the making
of any  payment to or by the  Trustee  or the Paying  Agent or the taking of any
other action by the Trustee,  unless and until the Trustee or Paying Agent shall
have received  written notice thereof from the Company or one or more holders of
Senior  Indebtedness  or from any trustee or agent  therefor;  and, prior to the
receipt  of any such  written  notice,  the  Trustee  or Paying  Agent  shall be
entitled to assume  conclusively  that no such facts exist.  Unless at least one
Business  Day  prior to the date on which  by the  terms of this  Indenture  any
moneys are to be  deposited  by the Company with the Trustee or any Paying Agent
(whether or not in trust) for any purpose (including,  without  limitation,  the
payment of the principal premium, if any, or the interest on any Security),  the
Trustee or Paying  Agent  shall have  received  with  respect to such moneys the
written  notice  provided for in the preceding  sentence,  the Trustee or Paying
Agent shall have full power and  authority  to receive  such moneys and to apply
the same to the purpose for which they were  received  and shall not be affected
by any notice to the contrary which may be received by it on or after such date.
Nothing  contained  in this  Section 9.9 shall limit the right of the holders of
Senior  Indebtedness  to recover  payments as  contemplated  by Section 9.2. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing  himself or itself to be a holder of Senior Indebtedness (or
a trustee on behalf of, or other  representative  of, such  holder) to establish
that such  notice has been given by a holder of such  Senior  Indebtedness  or a
trustee on behalf of any such holder.

         SECTION 9.10.  Right of Trustee to Hold Senior Indebtedness.

         Subject to TIA ss.ss.  310(b) and 311,  the Trustee and any Agent shall
be entitled  to all of the rights set forth in this  Article 9 in respect of any
Senior  Indebtedness  at any time  held by it to the same  extent  as any  other
holder of such  Senior  Indebtedness  and  nothing  in this  Indenture  shall be
construed  to  deprive  the  Trustee  or any Agent of any of its  rights as such
holder.

         SECTION 9.11. Trustee not Fiduciary for Holders of Senior Indebtedness.

         The  Trustee  shall  not be  deemed  to owe any  fiduciary  duty to the
holders of Senior  Indebtedness and shall not be liable to any such holder if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other person monies or assets to which any holders of Senior  Indebtedness shall
be entitled by virtue of this Article Nine or otherwise.

                                   ARTICLE 10
                                  MISCELLANEOUS

         SECTION 10.1.  Trust Indenture Act Controls.

         Notwithstanding any other provision of this Indenture, if any provision
of this Indenture  limits,  qualifies or conflicts with another  provision which
would be deemed to be included in this  Indenture  by the TIA if this  Indenture
were or shall become a qualified Indenture under the TIA, the required provision
of the TIA shall control whether or not this Indenture is then so qualified.

         SECTION 10.2.  Notices.

         Any notice or communication to the Company or the Trustee is duly given
if in  writing  and  delivered  in person or  transmitted  by  first-class  mail
(registered or certified,  return receipt requested) or by telecopier (confirmed
by first-class mail) or overnight air courier  guaranteeing next day delivery to
the address set forth below:

         If to the Company:

         HUBCO, Inc.
         3100 Bergenline Avenue
         Union City, New Jersey 07087
         Attention: Kenneth T. Neilson, President
         Telecopy No.: 201-348-3493

         If to the Trustee:

         Summit Bank
         367 Springfield Avenue
         Summit, New Jersey  07901
         Attention: Corporate Trust Department
         Telecopy No.: (908) 522-0624

         The  Company  or the  Trustee  by notice to the  others  may  designate
additional or different addresses for subsequent notices or communications.

         Any  notice or  communication  to a  Securityholder  shall be mailed by
first-class  mail to his  address  shown on the  register  kept  the  Registrar.
Failure to mail a notice or communication  to a Securityholder  or any defect in
such notice or  communication  shall not affect its sufficiency  with respect to
other Securityholders.

         If a notice or  communication  is mailed or sent in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives  it,  except that  notice to the  Trustee or the Company  shall only be
effective upon receipt thereof by the Trustee or the Company.

         If the Company mails a notice or communication to  Securityholders,  it
shall mail a copy to the Trustee and each Agent at the same time.

         SECTION 10.3.  Communication by Holders with Other Holders.

         Securityholders  may communicate  pursuant to TIA ss. 312(b) with other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee, the Registrar and anyone else shall have
the  protection of TIA ss.  312(c),  whether or not this  Indenture is qualified
under the TIA.

         SECTION 10.4.     Certificate and Opinion as to Conditions Precedent.

         Upon any request or  application  by the Company to the Trustee to take
any action under this Indenture, the Company shall deliver to the Trustee:

                           (i) an Officer's Certificate (which shall include the
                  statements  set forth in Section  10.5)  stating  that, in the
                  opinion  of  the  signers,   all   conditions   precedent  and
                  covenants,  compliance  with  which  constitutes  a  condition
                  precedent,  if any, provided for in this Indenture relating to
                  the proposed action or inaction have been complied with; and

                           (ii) an Opinion of Counsel reasonably satisfactory to
                  the Trustee  (which shall include the  statements set forth in
                  Section  10.5)  stating  that, in the opinion of such counsel,
                  all such conditions  precedent and covenants,  compliance with
                  which constitutes a condition precedent,  if any, provided for
                  in this Indenture  relating to the proposed action or inaction
                  have been complied with.

         SECTION 10.5.  Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

                           (i)  a   statement   that  the  Person   making  such
                  certificate or opinion has read such covenant or condition;

                           (ii) a brief  statement as to the nature and scope of
                  the examination or investigation  upon which the statements or
                  opinions contained in such certificate or opinion are based;

                           (iii)  a  statement  that,  in the  opinion  of  such
                  Person,  he has made such  examination or  investigation as is
                  necessary  to enable him to express an informed  opinion as to
                  whether or not such  covenant or condition  has been  complied
                  with; and

                           (iv) a statement as to whether or not, in the opinion
                  of such Person,  such  condition or covenant has been complied
                  with.

         SECTION 10.6.  Rules by Trustee and Agents.

         The  Trustee  may make  reasonable  rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         SECTION 10.7.  Legal Holidays.

         If a payment date is a Legal  Holiday,  payment may be made on the next
Business Day, and,  except in the case of the date on which the final payment of
principal is to be made, no interest on the amount  payable on such payment date
shall accrue for the intervening period.

         SECTION 10.8.  Duplicate Originals.

         The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

         SECTION 10.9.  Governing Law.

         THIS  INDENTURE AND EACH SECURITY  SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW JERSEY  APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN THE STATE
OF NEW JERSEY, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS RULES THEREOF.
         SECTION 10.10.  No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture,  loan or
debt agreement of the Company or any  Subsidiary.  Any such  indenture,  loan or
debt agreement may not be used to interpret this Indenture.

         SECTION 10.11.  Successors.

         All  agreements  of the Company in this  Indenture  and the  Securities
shall bind its successor.  All agreements of the Trustee in this Indenture shall
bind its successor.

         SECTION 10.12.  Severability.

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

         SECTION 10.13.  No Recourse Against Others.

         No director, officer, employee,  stockholder,  Subsidiary or Affiliate,
as such,  of the Company shall have any  liability  for any  obligations  of the
Company under the Securities or this Indenture. Each Securityholder by accepting
a Security waives and releases such  liability.  The waiver and release are part
of the consideration for the issue of the Securities.

         SECTION 10.14.  Table of Contents, Headings, etc.

         The  Table of  Contents,  Cross  Reference  Table and  Headings  of the
Articles and Sections of this  Indenture  have been inserted for  convenience of
reference  only,  are not to be  considered  a part  hereof  and shall in no way
modify or restrict any of the terms or provisions hereof.

         SECTION 10.15.  Counterpart Originals.

         This Indenture may be signed in two or more  counterparts.  Each signed
copy  shall  be an  original,  but  all of  them  together  represent  the  same
agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and, where  appropriate,  their  respective  corporate seals to be
hereunto affixed and attested, all as of January __, 1994.

Dated:  January ___, 1994                 HUBCO, INC.



                                          By: ____________________________



Dated:  January ___, 1994                 SUMMIT BANK



                                          By: ______________________________




<PAGE>




                                                                     EXHIBIT A-1
                               [Face of Security]
CUSIP No.

No.


         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES  ACT") OR ANY OTHER  APPLICABLE  SECURITIES LAW. THE
HOLDER HEREOF,  BY PURCHASING  THIS  SECURITY,  AGREES FOR THE BENEFIT OF HUBCO,
INC.  (THE  "COMPANY")  THAT THIS  SECURITY MAY BE RESOLD,  PLEDGED OR OTHERWISE
TRANSFERRED  ONLY (1) TO THE COMPANY,  (2) SO LONG AS THIS  SECURITY IS ELIGIBLE
FOR RESALE  PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A,  PURCHASING  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE  RESALE,  PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (3)  PURSUANT TO AN  EXEMPTION
FROM  REGISTRATION  UNDER THE  SECURITIES  ACT IN A TRANSACTION  COMPLYING  WITH
REGULATION  S UNDER THE  SECURITIES  ACT,  (4)  PURSUANT  TO AN  EXEMPTION  FROM
REGISTRATION  IN ACCORDANCE  WITH RULE 144 (IF  AVAILABLE) OR RULE 145 UNDER THE
SECURITIES  ACT,  (5) IN RELIANCE  ON ANOTHER  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT  UNDER THE SECURITIES  ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES
(2), (3), (4), (5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR
OF A  CERTIFICATION  OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF EACH OF
CLAUSES (3), (4) AND (5) ABOVE TO THE DELIVERY TO THE  TRANSFEREE  OF DEFINITIVE
SECURITIES  REGISTERED  IN ITS NAME  (OR IN ITS  NOMINEE'S  NAME)  ON THE  BOOKS
MAINTAINED BY THE  REGISTRAR,  AND IN THE CASE OF CLAUSE (5) ABOVE TO RECEIPT OF
AN OPINION (IN SUBSTANTIALLY THE FORM OF EXHIBIT C TO THE INDENTURE  REFERRED TO
BELOW OR OTHERWISE  SATISFACTORY  TO THE COMPANY AND THE  REGISTRAR)  OF COUNSEL
EXPERIENCED  IN SECURITIES  MATTERS (AND WHICH COUNSEL MAY BE AN EMPLOYEE OF THE
TRANSFEROR)  TO  THE  EFFECT  THAT  SUCH  TRANSFER  IS IN  COMPLIANCE  WITH  THE
SECURITIES  ACT, AND IN EACH CASE IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES
LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES.

                                   HUBCO, INC.
                          7.75% SUBORDINATED DEBENTURE
                              DUE JANUARY 15, 2004

         HUBCO, INC., a corporation organized and existing under the laws of the
State of New Jersey,  promises to pay to ____________ or its registered assigns,
the principal sum of $______________ on January 15, 2004.

Interest Payment Dates:  January 15 and July 15 beginning July 15, 1994

         Record Dates:  January 1 and July 1

                                        HUBCO, INC.

Dated:                                  By: __________________________

                                        By: __________________________

__________________________                 (SEAL)

THE  DEBENTURES  ARE NOT  DEPOSITS OF HUBCO,  INC. OR OF ANY BANKING  SUBSIDIARY
THEREOF AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY
OTHER FEDERAL AGENCY.




<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This   is   one   of   the   Securities   described   in   the
within-mentioned Indenture.

                                                 SUMMIT BANK, as Trustee

Dated:
                                                 By: _____________________
                                                     Authorized Signature

                               [Back of Security]

                                   HUBCO, INC.

                      7.75% Subordinated Debenture due 2004

         1. Interest.  HUBCO,  INC., a New Jersey  corporation  (the "Company"),
promises  to pay  interest  on the  principal  amount  of this  Security  at the
interest rate per annum shown above. The Company shall pay interest semiannually
on  January  15 and July 15 of each  year  (each an  "Interest  Payment  Date"),
commencing July 15, 1994.  Interest on the Securities shall accrue from the most
recent date to which  interest  has been paid or, if no interest  has been paid,
from January 14, 1994.  The Company shall pay interest  including  interest that
accrues after or would accrue but for the  commencement of any case,  proceeding
or other action relating to the bankruptcy,  insolvency or reorganization of the
Company to the extent that such interest is an allowed claim enforceable against
the  debtor in a  bankruptcy  case  under  Title 11 of the U.S.  Code on overdue
principal  at the rate  then  borne by the  Securities;  it shall  pay  interest
including  interest that accrues after or would accrue but for the  commencement
of any case,  proceeding or other action relating to the bankruptcy,  insolvency
or  reorganization of the Company to the extent that such interest is an allowed
claim enforceable  against the debtor in a bankruptcy case under Title 11 of the
U.S. Code on overdue  premium,  if any, and installments of interest at the same
rate to the extent legally permitted. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months.

         2. Method of Payment.  The Company  shall pay interest on this Security
(except  defaulted  interest) to the Person who is the registered holder of this
Security at the close of business on the Record Date  immediately  preceding the
Interest  Payment  Date.  Payments of principal,  premium,  if any, and interest
shall be made (i) upon application to the Trustee by the Holder or Holders of at
least U.S. $500,000 in aggregate  principal amount of definitive  Securities not
later than ten days prior to the relevant  Record Date or date of  maturity,  by
wire transfer in immediately available funds to a U.S. dollar account maintained
and  designated  to the  Trustee by such  Holder or  Holders  with a bank in the
United States and (ii) by check mailed to the Holder's  registered address if no
application  is made on a timely  basis  pursuant to (i) above.  The holder must
surrender this Security at the office of the Paying Agent to collect payments of
principal and premium, if any. The Company shall pay principal, premium, if any,
and  interest  in money of the  United  States  of  America  that at the time of
payment is legal  tender for payment of public and private  debts.  If a payment
date is a Legal  Holiday,  payment may be made on the next  Business  Day,  and,
except on the case of the date on which the final  payment of principal is made,
no  interest on the amount  payable on such  payment  date shall  accrue for the
intervening period.

         3. Paying  Agent and  Registrar.  Initially,  the Trustee  shall act as
Paying Agent and Registrar.  The Company may change any Paying Agent,  Registrar
or   co-registrar   and  shall  provide  notice  of  any  such  change  to  each
Securityholder.  The Company or any of its Subsidiaries or Affiliates may act in
any such capacity.

         4.  Indenture;  Limitations.  This  Security  is one of the  Securities
issued by the  Company  under an  Indenture  dated as of January  14,  1994 (the
"Indenture")  between the Company and Summit Bank (the "Trustee").  The terms of
the Securities  include those stated in the Indenture and those made part of the
Indenture  by  reference to the Trust  Indenture  Act of 1939 (15 U.S.C.  ss.ss.
77aaa-77bbbb)  (the "TIA") as amended and in effect on the date of the Indenture
or, if this  Indenture  is qualified  under the TIA,  from and after the date of
such  qualification,   the  TIA  as  amended  and  in  effect  at  the  date  of
qualification.  The  Securities are subject to all such terms,  the  description
herein of the rights of the Holder of this Security is qualified in its entirety
by the  provisions  of the  Indenture  and  Securityholders  are referred to the
Indenture and the TIA for a statement of such terms.  The Securities are general
unsecured  obligations  of the Company and limited to  $25,000,000  in aggregate
principal amount.  The Indenture  imposes certain  limitations on the ability of
the Company or the Trustee,  as the case may be, to make  payments in respect of
the  Securities  under  certain  circumstances.  Capitalized  terms used in this
Security and not defined in this  Security  shall have the meanings set forth in
the Indenture.

         5. Denominations,  Transfer,  Exchange.  The Securities  initially were
issued in global form. Such global  security  represents such of the outstanding
Securities as shall be specified  therein or endorsed thereon in accordance with
the Indenture.  The Securities are in registered or global form without  coupons
and only in  denominations of $100,000 and integral  multiples of $100,000.  The
transfer of Securities  may be  registered  and  Securities  may be exchanged as
provided in the  Indenture.  The  Registrar  may  require a holder,  among other
things, to furnish  appropriate  endorsements and transfer  documents and to pay
any taxes and fees required by law or permitted by the Indenture. In addition, a
Security  presented or surrendered for  registration of transfer or exchange for
another  Security must be accompanied by a certification in the form provided in
the  Indenture  and in the case of a transfer  of a Security  in  reliance on an
exemption from the  registration  requirements of the Securities Act, other than
Rule 144A,  144 or 145 or  Regulation  S, an opinion of counsel  experienced  in
securities  matters (and which counsel may be an employee of the  transferor) in
the form provided in the Indenture or otherwise  satisfactory to the Company and
the Registrar.

         6. Persons  Deemed Owners.  The registered  holder of a Security may be
treated as its owner for all purposes.

         7. Unclaimed  Money.  If money for the payment of principal or interest
remains  unclaimed  for two years after the date upon which such  payment  shall
have become due;  provided  that the Company  shall have first caused  notice of
such payment to be mailed to each  Securityholder  entitled thereto no less than
30 days prior to such repayment,  the Trustee and the Paying Agent shall pay the
money back to the Company at its request. After that,  Securityholders  entitled
to the money must look to the Company for payment  unless an abandoned  property
law  designates  another Person and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

         8. Discharge Prior to Maturity. The Securities shall not be callable or
redeemable  by the  Company.  If within one year of the stated  maturity  of the
Securities  the  Company  deposits  with  the  Trustee  cash or U.S.  Government
Obligations  (which  shall not be  callable or payable at the  issuer's  option)
sufficient (in an opinion set forth in an Accountant's  Certificate delivered by
the Company to the Trustee) to pay  principal of,  premium,  if any, and accrued
interest on the  Securities to and at maturity,  and all other  amounts  payable
under the Indenture,  the Company shall be discharged from the Indenture and the
Securities,   except  for  certain  sections  thereof  and  subject  to  certain
conditions.

         9. Amendments and Waivers. Subject to certain exceptions, the Indenture
or the  Securities  may be amended with the consent of the holders of at least a
majority  in  principal  amount  of the  then  outstanding  Securities,  and any
existing  default may be waived with the consent of the holders of a majority in
principal amount of the then outstanding Securities.  Without the consent of any
Securityholder,  the  Indenture  or the  Securities  may be  amended to cure any
ambiguity,  defect  or  inconsistency,  to  provide  for the  assumption  of the
obligations of the Company under the Indenture by a successor corporation to the
extent permitted under the Indenture,  to provide for uncertificated  Securities
in addition to or in place of certificated  Securities,  to make any change that
does not  adversely  affect the  rights of any  Securityholder,  except  certain
changes that adversely affect rights of any holders of Senior Indebtedness or to
comply with the TIA.

         10. Subordination. The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to the prior payment
in full of all Senior  Indebtedness (as defined in the Indenture) of the Company
whether  outstanding  on  the  date  of the  Indenture  or  thereafter  created,
incurred,  assumed or guaranteed.  Each  Securityholder by his acceptance hereof
agrees to be bound by such  provisions and authorizes and expressly  directs the
Trustee,  on his behalf,  to take such action as may be necessary or appropriate
to effectuate the  subordination  provided for in the Indenture and appoints the
Trustee his attorney-in-fact for such purpose.

         11. Defaults and Remedies.  An Event of Default is: default for 20 days
in payment of interest on the Securities;  default in payment of all or any part
of principal or premium,  if any, on the Securities  when due at maturity,  upon
acceleration  or otherwise;  failure by the Company for the period  specified in
the Indenture after notice to it to perform certain covenants and to comply with
any of its other  agreements in the Indenture or the  Securities;  certain final
judgments which remain undischarged; certain events of bankruptcy or insolvency;
and  certain  other  events.  If an Event of Default  due to  certain  events of
bankruptcy or insolvency as described in the Indenture occurs and is continuing,
the principal of and accrued  interest on the Securities shall become and be due
and payable  immediately.  Securityholders  may not enforce the Indenture or the
Securities  except  as  provided  in the  Indenture.  The  Trustee  may  require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority in principal amount of the
then outstanding  Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice of any continuing
default  (except a default in payment of principal or interest) if it determines
that withholding  notice is in their interests.  The Company must furnish annual
and quarterly compliance certificates to the Trustee.

         12. Trustee  Dealings with Company.  The Trustee,  in its individual or
any other  capacity,  may  become the owner or  pledgee  of  Securities  and may
otherwise deal with the Company,  its  Subsidiaries or its Affiliates,  as if it
were not Trustee.

         13. No  Recourse  Against  Others.  A  director,  officer,  employee or
shareholder,  as such,  of the  Company  shall  not have any  liability  for any
obligations  of  the  Company  under  the  Securities  or  the  Indenture.  Each
Securityholder  by accepting a Security  waives and releases all such liability.
The  waiver  and  release  are part of the  consideration  for the  issue of the
Securities.

         14.   Authentication.   This   Security   shall  not  be  valid   until
authenticated by the manual signature of the Trustee or an authenticating agent.

         15. Abbreviation.  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as:

         TEN COM (= tenants in common),  TEN ENT (= tenants by the  entireties),
JT TEN (=  joint  tenants  with  right of  survivorship  and not as  tenants  in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         16. CUSIP  Numbers.  Pursuant to a  recommendation  promulgated  by the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Securities as a convenience to the holders of
such Securities. No representation is made as to the accuracy of such numbers as
printed  on the  Securities,  and  reliance  may be  placed  only  on the  other
identification numbers printed thereon.

         17. Legend  Required.  Except as otherwise  provided in the  Indenture,
each certificate  evidencing the Securities shall bear a legend in substantially
the form set forth on the face of this Security.

         18. Registration Rights Agreement. The Securities are issued subject to
the  Registration  Rights  Agreement.  As  provided in the  Registration  Rights
Agreement,  the  Company  is  obligated  on or prior to a date (the  "Additional
Interest  Date") that is 180 days after the date of  issuance of the  Securities
(the "Closing  Date") (i) to file and cause to become  effective  with the SEC a
registration  statement  on an  appropriate  form  (the  "Exchange  Registration
Statement") with respect to a proposed offer (the  "Registered  Exchange Offer")
to the holders of the Securities,  and (ii) to commence the Registered  Exchange
Offer and cause the same to remain open for a period of not less than the period
required under applicable Federal and state law, to provide the  Securityholders
the  opportunity  to exchange any and all of the Securities for a like aggregate
principal  amount  of debt  securities  of the  Company  that are  substantially
identical to the Securities.  If the Exchange  Registration  Statement shall not
have been filed and become effective and the Registered Exchange Offer commenced
on or before the  Additional  Interest  Date,  then on that date and  thereafter
interest on the Securities  shall be increased by one percent (1.00%) per annum.
Such additional interest shall cease to accrue on the date on which the Exchange
Registration Statement is filed and declared effective and a Registered Exchange
Offer commenced or, in certain circumstances,  a shelf registration statement is
filed  and has been  declared  effective  pursuant  to the  Registration  Rights
Agreement.  This  description  of the  Registration  Rights  Agreement is only a
summary and is qualified in its entirety by reference to the detailed provisions
in the Registration Rights Agreement.



<PAGE>


                                 ASSIGNMENT FORM

To  assign  this  Debenture,  fill in the form  below  and have  your  signature
guaranteed:

For value received, I or we assign and transfer this Debenture to



-----------------------------------------------------------------
(Insert assignee's social security or tax I.D. No.

-----------------------------------------------------------------

-----------------------------------------------------------------

-----------------------------------------------------------------

-----------------------------------------------------------------
(Print or type assignee's name, address and zip code) and
-----------------------------------------------------------------

-----------------------------------------------------------------
irrevocably appoint [______________] agent to transfer this Debenture on the
books of the Company.  The agent may substitute another to act for him.


Date: __________________         Your Signature: _________________________
                                                 (Sign exactly as your name
                                                  appears in the Debenture)

Signature Guaranteed: ___________________________________________





<PAGE>


                                                                     EXHIBIT A-2
CUSIP No.
No. R-1                                    [Face of Security]        $25,000,000

         Unless and until it is exchanged in whole or in part for  Securities in
definitive  form, this Security may not be transferred  except as a whole by the
Depository to a nominee of the  Depository or by a nominee of the  Depository to
the Depository or another  nominee of the Depository or by the Depository or any
such  nominee  to  a  successor  Depository  or  a  nominee  of  such  successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository  Trust Company (55 Water Street,  New York, New York) ("DTC"),
to the issuer or its agent for  registration  of transfer,  exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as requested  by an  authorized  representative  of DTC (and any payment is
made to  Cede & Co.  or such  other  entity  as is  requested  by an  authorized
representative  of DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES  ACT") OR ANY OTHER  APPLICABLE  SECURITIES LAW. THE
HOLDER HEREOF,  BY PURCHASING  THIS  SECURITY,  AGREES FOR THE BENEFIT OF HUBCO,
INC.  (THE  "COMPANY")  THAT THIS  SECURITY MAY BE RESOLD,  PLEDGED OR OTHERWISE
TRANSFERRED  ONLY (1) TO THE COMPANY,  (2) SO LONG AS THIS  SECURITY IS ELIGIBLE
FOR RESALE  PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A,  PURCHASING  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE  RESALE,  PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (3)  PURSUANT TO AN  EXEMPTION
FROM  REGISTRATION  UNDER THE  SECURITIES  ACT IN A TRANSACTION  COMPLYING  WITH
REGULATION  S UNDER THE  SECURITIES  ACT,  (4)  PURSUANT  TO AN  EXEMPTION  FROM
REGISTRATION  IN ACCORDANCE  WITH RULE 144 (IF  AVAILABLE) OR RULE 145 UNDER THE
SECURITIES  ACT,  (5) IN RELIANCE  ON ANOTHER  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT  UNDER THE SECURITIES  ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES
(2), (3), (4), (5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR
OF A  CERTIFICATION  OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF EACH OF
CLAUSES (3), (4) AND (5) ABOVE TO THE DELIVERY TO THE  TRANSFEREE  OF DEFINITIVE
SECURITIES  REGISTERED  IN ITS NAME  (OR IN ITS  NOMINEE'S  NAME)  ON THE  BOOKS
MAINTAINED BY THE  REGISTRAR,  AND IN THE CASE OF CLAUSE (5) ABOVE TO RECEIPT OF
AN OPINION (IN SUBSTANTIALLY THE FORM OF EXHIBIT C TO THE INDENTURE  REFERRED TO
BELOW OR OTHERWISE  SATISFACTORY  TO THE COMPANY AND THE  REGISTRAR)  OF COUNSEL
EXPERIENCED  IN SECURITIES  MATTERS (AND WHICH COUNSEL MAY BE AN EMPLOYEE OF THE
TRANSFEROR)  TO  THE  EFFECT  THAT  SUCH  TRANSFER  IS IN  COMPLIANCE  WITH  THE
SECURITIES  ACT, AND IN EACH CASE IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES
LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES.



<PAGE>


                                   HUBCO, INC.
                          7.75% SUBORDINATED DEBENTURE
                              DUE JANUARY 15, 2004

         HUBCO, INC., a corporation organized and existing under the laws of the
State of New Jersey,  promises to pay to Cede & Co. or its  registered  assigns,
the principal sum of Twenty-five  Million Dollars or such amount as shall be the
outstanding   principal  amount  hereof  after  (i)  subtracting  the  aggregate
principal  amount of any  definitive  Securities  issued upon  transfer of or in
exchange  for a  portion  or  portions  hereof  and (ii)  adding  the  aggregate
principal  amount  of any  definitive  Securities  cancelled  upon  transfer  or
exchange for a resulting portion or portions hereof on January 15, 2004.

Interest Payment Dates:  January 15 and July 15 beginning July 15, 1994

         Record Dates:  January 1 and July 1

                                        HUBCO, INC.

Dated: January ___, 1994                By: __________________________

                                        By: __________________________

                                                   (SEAL)

THE  DEBENTURES  ARE NOT  DEPOSITS OF HUBCO,  INC. OR OF ANY BANKING  SUBSIDIARY
THEREOF AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY
OTHER FEDERAL AGENCY.




<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This   is   one   of   the   Securities   described   in   the
within-mentioned Indenture.

                                                  SUMMIT BANK, as Trustee

Dated:  ________________, 1994
                                                  By: _____________________
                                                      Authorized Signature

                               [Back of Security]

                                                         HUBCO, INC.

                      7.75% Subordinated Debenture due 2004

         1. Interest.  HUBCO,  INC., a New Jersey  corporation  (the "Company"),
promises  to pay  interest  on the  principal  amount  of this  Security  at the
interest rate per annum shown above. The Company shall pay interest semiannually
on  January  15 and July 15 of each  year  (each an  "Interest  Payment  Date"),
commencing July 15, 1994.  Interest on the Securities shall accrue from the most
recent date to which  interest  has been paid or, if no interest  has been paid,
from January 14, 1994.  The Company shall pay interest  including  interest that
accrues after or would accrue but for the  commencement of any case,  proceeding
or other action relating to the bankruptcy,  insolvency or reorganization of the
Company to the extent that such interest is an allowed claim enforceable against
the  debtor in a  bankruptcy  case  under  Title 11 of the U.S.  Code on overdue
principal  at the rate  then  borne by the  Securities;  it shall  pay  interest
including  interest that accrues after or would accrue but for the  commencement
of any case,  proceeding or other action relating to the bankruptcy,  insolvency
or  reorganization of the Company to the extent that such interest is an allowed
claim enforceable  against the debtor in a bankruptcy case under Title 11 of the
U.S. Code on overdue  premium,  if any, and installments of interest at the same
rate to the extent legally permitted. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months.

         2. Method of Payment.  The Company  shall pay interest on this Security
(except  defaulted  interest) to the Person who is the registered holder of this
Security at the close of business on the Record Date  immediately  preceding the
Interest  Payment  Date.  This  being the  Global  Security  (as  defined in the
Indenture  referred  to  below)  deposited  with DTC  acting as  depositary  and
registered in the name of Cede & Co. ("Cede"), a nominee of DTC, Cede, as holder
of record of this  Global  Security  shall be  entitled  to receive  payments of
principal and interest by wire transfer of immediately available funds to a U.S.
dollar account  maintained by Cede with a bank in the United States.  The holder
must  surrender  this  Security  at the  office of the  Paying  Agent to collect
payments of principal  and premium,  if any.  The Company  shall pay  principal,
premium,  if any, and interest in money of the United  States of America that at
the time of payment is legal tender for payment of public and private debts.  If
a payment date is a Legal Holiday, payment may be made on the next Business Day,
and,  except on the case of the date on which the final  payment of principal is
made,  no interest on the amount  payable on such  payment date shall accrue for
the intervening period.

         3. Paying  Agent and  Registrar.  Initially,  the Trustee  shall act as
Paying Agent and Registrar.  The Company may change any Paying Agent,  Registrar
or   co-registrar   and  shall  provide  notice  of  any  such  change  to  each
Securityholder.  The Company or any of its Subsidiaries or Affiliates may act in
any such capacity.

         4.  Indenture;  Limitations.  This  Security  is one of the  Securities
issued by the  Company  under an  Indenture  dated as of January  14,  1994 (the
"Indenture")  between the Company and Summit Bank (the "Trustee").  The terms of
the Securities  include those stated in the Indenture and those made part of the
Indenture  by  reference to the Trust  Indenture  Act of 1939 (15 U.S.C.  ss.ss.
77aaa-77bbbb)  (the "TIA") as amended and in effect on the date of the Indenture
or, if this  Indenture  is qualified  under the TIA,  from and after the date of
such  qualification,   the  TIA  as  amended  and  in  effect  at  the  date  of
qualification.  The  Securities are subject to all such terms,  the  description
herein of the rights of the Holder of this Security is qualified in its entirety
by the  provisions  of the  Indenture  and  Securityholders  are referred to the
Indenture and the TIA for a statement of such terms.  The Securities are general
unsecured  obligations  of the Company and limited to  $25,000,000  in aggregate
principal  amount.  The Company  irrevocably  undertakes to the holder hereof to
exchange this Global  Security in accordance  with the terms of the Indenture in
whole or in part  without  charge  upon  request of such  holder for  definitive
Securities upon delivery hereof to the Registrar together with any certificates,
letters or writings required in Section 2.6 of the Indenture.  Upon any exchange
or  transfer  of all  or a  portion  of  this  Global  Security  for  definitive
Securities,  or upon any exchange or transfer of  definitive  Securities  for an
interest in this Global Security, in accordance with the terms of the Indenture,
this Global  Security  shall be endorsed to reflect the change of the  principal
amount evidenced hereby as provided for in Section 2.6(g) of the Indenture.  The
Indenture  imposes  certain  limitations  on the  ability of the  Company or the
Trustee, as the case may be, to make payments in respect of the Securities under
certain  circumstances.  Capitalized terms used in this Security and not defined
in this Security shall have the meanings set forth in the Indenture.

         5. Denominations,  Transfer,  Exchange. This global security represents
such of the  outstanding  Securities  as shall be  specified  herein or endorsed
hereon in accordance  with the  Indenture.  The aggregate  amount of outstanding
Securities  represented  hereby  may from  time to time be  reduced  to  reflect
exchanges.  The Securities  initially were issued in global form. The Securities
are in registered or global form without  coupons and only in  denominations  of
$100,000 and integral  multiples of $100,000.  The transfer of Securities may be
registered and  Securities  may be exchanged as provided in the  Indenture.  The
Registrar  may require a holder,  among  other  things,  to furnish  appropriate
endorsements  and transfer  documents  and to pay any taxes and fees required by
law or  permitted  by the  Indenture.  In  addition,  a  Security  presented  or
surrendered for  registration of transfer or exchange for another  Security must
be accompanied by a  certification  in the form provided in the Indenture and in
the case of a transfer  of a  Security  in  reliance  on an  exemption  from the
registration  requirements  of the Securities  Act, other than Rule 144A, 144 or
145 or Regulation  S, an opinion of counsel  experienced  in securities  matters
(and which counsel may be an employee of the transferor) in the form provided in
the Indenture or otherwise satisfactory to the Company and the Registrar.

         6. Persons  Deemed Owners.  The registered  holder of a Security may be
treated as its owner for all purposes.

         7. Unclaimed  Money.  If money for the payment of principal or interest
remains  unclaimed  for two years after the date upon which such  payment  shall
have become due;  provided  that the Company  shall have first caused  notice of
such payment to be mailed to each  Securityholder  entitled thereto no less than
30 days prior to such repayment,  the Trustee and the Paying Agent shall pay the
money back to the Company at its request. After that,  Securityholders  entitled
to the money must look to the Company for payment  unless an abandoned  property
law  designates  another Person and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

         8. Discharge Prior to Maturity. The Securities shall not be callable or
redeemable  by the  Company.  If within one year of the stated  maturity  of the
Securities  the  Company  deposits  with  the  Trustee  cash or U.S.  Government
Obligations  (which  shall not be  callable or payable at the  issuer's  option)
sufficient (in an opinion set forth in an Accountant's  Certificate delivered by
the Company to the Trustee) to pay  principal of,  premium,  if any, and accrued
interest on the  Securities to and at maturity,  and all other  amounts  payable
under the Indenture,  the Company shall be discharged from the Indenture and the
Securities,   except  for  certain  sections  thereof  and  subject  to  certain
conditions.

         9. Amendments and Waivers. Subject to certain exceptions, the Indenture
or the  Securities  may be amended with the consent of the holders of at least a
majority  in  principal  amount  of the  then  outstanding  Securities,  and any
existing  default may be waived with the consent of the holders of a majority in
principal amount of the then outstanding Securities.  Without the consent of any
Securityholder,  the  Indenture  or the  Securities  may be  amended to cure any
ambiguity,  defect  or  inconsistency,  to  provide  for the  assumption  of the
obligations of the Company under the Indenture by a successor corporation to the
extent permitted under the Indenture,  to provide for uncertificated  Securities
in addition to or in place of certificated  Securities,  to make any change that
does not  adversely  affect the  rights of any  Securityholder,  except  certain
changes that adversely affect rights of any holders of Senior Indebtedness or to
comply with the TIA.

         10. Subordination. The Securities are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to the prior payment
in full of all Senior  Indebtedness (as defined in the Indenture) of the Company
whether  outstanding  on  the  date  of the  Indenture  or  thereafter  created,
incurred,  assumed or guaranteed.  Each  Securityholder by his acceptance hereof
agrees to be bound by such  provisions and authorizes and expressly  directs the
Trustee,  on his behalf,  to take such action as may be necessary or appropriate
to effectuate the  subordination  provided for in the Indenture and appoints the
Trustee his attorney-in-fact for such purpose.

         11. Defaults and Remedies.  An Event of Default is: default for 20 days
in payment of interest on the Securities;  default in payment of all or any part
of principal or premium,  if any, on the Securities  when due at maturity,  upon
acceleration  or otherwise;  failure by the Company for the period  specified in
the Indenture after notice to it to perform certain covenants and to comply with
any of its other  agreements in the Indenture or the  Securities;  certain final
judgments which remain undischarged; certain events of bankruptcy or insolvency;
and  certain  other  events.  If an Event of Default  due to  certain  events of
bankruptcy or insolvency as described in the Indenture occurs and is continuing,
the principal of and accrued  interest on the Securities shall become and be due
and payable  immediately.  Securityholders  may not enforce the Indenture or the
Securities  except  as  provided  in the  Indenture.  The  Trustee  may  require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority in principal amount of the
then outstanding  Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice of any continuing
default  (except a default in payment of principal or interest) if it determines
that withholding  notice is in their interests.  The Company must furnish annual
and quarterly compliance certificates to the Trustee.

         12. Trustee  Dealings with Company.  The Trustee,  in its individual or
any other  capacity,  may  become the owner or  pledgee  of  Securities  and may
otherwise deal with the Company,  its  Subsidiaries or its Affiliates,  as if it
were not Trustee.

         13. No  Recourse  Against  Others.  A  director,  officer,  employee or
shareholder,  as such,  of the  Company  shall  not have any  liability  for any
obligations  of  the  Company  under  the  Securities  or  the  Indenture.  Each
Securityholder  by accepting a Security  waives and releases all such liability.
The  waiver  and  release  are part of the  consideration  for the  issue of the
Securities.

         14.   Authentication.   This   Security   shall  not  be  valid   until
authenticated by the manual signature of the Trustee or an authenticating agent.

         15. Abbreviation.  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as:

         TEN COM (= tenants in common),  TEN ENT (= tenants by the  entireties),
JT TEN (=  joint  tenants  with  right of  survivorship  and not as  tenants  in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         16. CUSIP  Numbers.  Pursuant to a  recommendation  promulgated  by the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Securities as a convenience to the holders of
such Securities. No representation is made as to the accuracy of such numbers as
printed  on the  Securities,  and  reliance  may be  placed  only  on the  other
identification numbers printed thereon.

         17. Legend  Required.  Except as otherwise  provided in the  Indenture,
each certificate  evidencing the Securities shall bear a legend in substantially
the form set forth on the face of this Security.

         18. Registration Rights Agreement. The Securities are issued subject to
the  Registration  Rights  Agreement.  As  provided in the  Registration  Rights
Agreement,  the  Company  is  obligated  on or prior to a date (the  "Additional
Interest  Date") that is 180 days after the date of  issuance of the  Securities
(the "Closing  Date") (i) to file and cause to become  effective  with the SEC a
registration  statement  on an  appropriate  form  (the  "Exchange  Registration
Statement") with respect to a proposed offer (the  "Registered  Exchange Offer")
to the holders of the Securities,  and (ii) to commence the Registered  Exchange
Offer and cause the same to remain open for a period of not less than the period
required under applicable Federal and state law, to provide the  Securityholders
the  opportunity  to exchange any and all of the Securities for a like aggregate
principal  amount  of debt  securities  of the  Company  that are  substantially
identical to the Securities.  If the Exchange  Registration  Statement shall not
have been filed and become effective and the Registered Exchange Offer commenced
on or before the  Additional  Interest  Date,  then on that date and  thereafter
interest on the Securities  shall be increased by one percent (1.00%) per annum.
Such additional interest shall cease to accrue on the date on which the Exchange
Registration Statement is filed and declared effective and a Registered Exchange
Offer commenced or, in certain circumstances,  a shelf registration statement is
filed  and has been  declared  effective  pursuant  to the  Registration  Rights
Agreement.  This  description  of the  Registration  Rights  Agreement is only a
summary and is qualified in its entirety by reference to the detailed provisions
in the Registration Rights Agreement.



<PAGE>


                                 ASSIGNMENT FORM

To  assign  this  Debenture,  fill in the form  below  and have  your  signature
guaranteed:

For value received, I or we assign and transfer this Debenture to


-----------------------------------------------------------------
(Insert assignee's social security or tax I.D. No.

-----------------------------------------------------------------

-----------------------------------------------------------------

-----------------------------------------------------------------

-----------------------------------------------------------------
(Print or type assignee's name, address and zip code) and
-----------------------------------------------------------------

-----------------------------------------------------------------
irrevocably appoint [______________] agent to transfer this Debenture on the
books of the Company.  The agent may substitute another to act for him.


Date: __________________          Your Signature: _________________________
                                                 (Sign exactly as your name
                                                  appears in the Debenture)


Signature Guaranteed: ___________________________________________


                 SCHEDULE OF EXCHANGES FOR DEFINITIVE SECURITIES

The  following  exchanges  of a part  of this  Global  Security  for  definitive
Securities have been made:

                      Amount of decrease Amount of increase  Principal Amount of
                      this Signature of in Principal  Amount in Principal Amount
                      Global Security  authorized officer of this Global of this
                      Global following such decrease of Trustee or


<TABLE>
<CAPTION>

Date of Exchange      Security               Security              (or increase)              Securities custodian
----------------      --------               --------              -------------              --------------------
<S>                   <C>                    <C>                   <C>                        <C>


</TABLE>

<PAGE>


                                                                       EXHIBIT A

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                     REGISTRATION OF TRANSFER OF SECURITIES

Re:     7.75% Subordinated Debentures due 2004 of Hubco, Inc. (the "Securities")

         This  Certificate  relates to $_______  principal  amount of Securities
held in *  ____book-entry  or * ____  definitive  form by the  undersigned  (the
"Transferor").

The Transferor*:

         |_| has  requested the  Registrar or  co-registrar  by written order to
deliver in exchange for its beneficial  interest in the Global  Security held by
the  depository  a Security or  Securities  in  definitive,  registered  form of
authorized  denominations  and  an  aggregate  principal  amount  equal  to  its
beneficial  interest in such Global Security (or the portion  thereof  indicated
above); or

         |_| has  requested the  Registrar or  co-registrar  by written order to
register  $_________ (U.S.) principal amount of Securities which are held in the
form of definitive Securities in the name of the undersigned and which have been
delivered to the Registrar or co-registrar for exchange of such Securities for a
beneficial interest in the Global Security.  In connection with such request and
in respect of such  Securities,  the Transferor does hereby certify that it is a
"qualified institutional buyer" as defined below.

         |_| has  requested the  Registrar or  co-registrar  by written order to
exchange or register the transfer of a Security or Securities.

         In connection  with such request and in respect of each such  Security,
the Transferor does hereby certify as follows:*

         |_| Upon  registration of such transfer,  each beneficial  owner of the
Securities  will be a "qualified  institutional  buyer" (as defined in Rule 144A
under the Securities Act of 1933, as amended (the "Securities  Act")),  and each
such person has been advised that the  Securities  have been resold,  pledged or
otherwise transferred to it in reliance upon Rule 144A;

         |_| Each person in whose name the Securities are to be registered  upon
transfer (or, in the case of a transfer to a nominee,  each beneficial  owner of
such  Securities) has been advised that such notes have been resold,  pledged or
otherwise  transferred to it in reliance upon  Regulation S under the Securities
Act, and each such person has been advised and has  confirmed to the  Transferor
that the sale,  pledge or other  transfer has been made in  compliance  with the
provisions of Regulation S and the address of such person is an address  outside
the United States (as defined in Regulation S);

         |_| Such Security is being transferred pursuant to Rule 144 or Rule 145
under the  Securities  Act or pursuant to an  effective  registration  statement
under the Securities Act;

         |_| Such Security is being transferred in reliance on an exemption from
the  registration  requirements  of the Securities Act other than the exemptions
specified  above.  An  opinion  (in  substantially  the form of Exhibit C to the
Indenture or otherwise satisfactory to the Company and the Registrar) of counsel
experienced  in  securities  matters  (which  counsel  may be an employee of the
transferor),  to the effect that such  transfer  does not  require  registration
under the  Securities Act and is in compliance  with any  applicable  securities
laws of the applicable state, accompanies this Certificate.


                                      ---------------------------
                                      [INSERT NAME OF TRANSFEROR]

                                       By:
Date:
* Check applicable box in the case of a transfer of securities.


<PAGE>



                                                                       EXHIBIT C

                          [FORM OF OPINION OF COUNSEL]
                             [Letterhead of Counsel]

                                                                       [Date]

Hubco, Inc.
3100 Bergenline Avenue
Union City, NJ  07087

[------------------],
    as Registrar

[------------------],
[------------------],

                  Re:      $ 25,000,000 Principal Amount of 7.75%
                           Subordinated Debentures due 2004 of HUBCO, Inc.

Gentlemen:

         [Name of transferor]  has requested that we deliver this opinion to you
in connection  with the transfer (the  "Transfer") to [name of transferee]  (the
"Transferee") of the  above-referenced  debentures (the  "Debentures") of Hubco,
Inc.

         In connection  with this opinion,  we have relied upon a certificate of
an officer of the Transferee,  a copy of which is annexed hereto,  and have made
such other  investigation  as we deem  necessary or  appropriate to enable us to
render the opinion set forth below.

         On the basis of the  foregoing  and in reliance  thereon,  and assuming
that the  Debentures  issued to the  Transferee in connection  with the Transfer
each contain a legend stating that the Debentures have not been registered under
the  Securities  Act of 1933,  as amended  (the  "Act"),  and may not be sold or
transferred in the absence of registration or an exemption  therefrom under said
Act, we are of the opinion that the Transfer does not require registration under
the Act and the Indenture  pursuant to which the Debentures  have been issued is
not required to be qualified under the Trust Indenture Act of 1939, as amended.

         Our opinion herein is limited to United States federal law and the blue
sky laws of [ ] and we assume no responsibility as to the applicability thereto,
or the effect thereon,  of the laws of any other  jurisdiction.  This opinion is
furnished  by us  solely  for your  benefit,  and is not to be  otherwise  used,
circulated or relied upon without our express written consent.

                                                       Very truly yours,


<PAGE>




                              CROSS-REFERENCE TABLE
                                   HUBCO, INC.
Trust Indenture
   Act Section                                  Indenture
-----------------                               ---------
ss.310(a)(1)                                     6.10
    (a)(2)                                       6.10
    (a)(3)                                      Not Applicable
    (a)(4)                                      Not Applicable
    (b)                                         6.8; 6.10; 9.10
    (c)                                         Not Applicable
ss.311(a)                                        6.11
    (b)                                          6.11
    (c)                                         Not Applicable
ss.312(a)                                        2.5
    (b)                                         10.3
    (c)                                         10.3
ss.313(a)                                        6.6
    (b)(1)                                      Not Applicable
    (b)(2)                                       6.6
    (c)                                          6.6; 10.2
    (d)                                          6.6
ss.314(a)                                        3.9; 10.2
    (b)                                         Not Applicable
    (c)(1)                                      10.4
    (c)(2)                                      10.4
    (c)(3)                                      Not Applicable
    (d)                                         Not Applicable
    (e)                                         10.5
    (f)                                          3.8
ss.315(a)                                        6.1(b)
    (b)                                          6.5
    (c)                                          6.1
    (d)                                          6.1
    (e)                                          5.11
ss.316(a)(last sentence)                         2.8
    (a)(l)(A)                                    5.5
    (a)(l)(B)                                    5.4
    (a)(2)                                      Not Applicable
    (b)                                          5.7
ss.317(a)(1)                                     5.6
    (a)(2)                                       5.6
    (b)                                          2.4
ss.318(a)                                       10.1
-----------

Note: This  Cross-Reference  Table shall not, for any purpose, be deemed to be a
part of the Indenture.