This Preferred Securities Certificate is a Global Preferred
Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary.  This Preferred Security
Certificate is exchangeable for Preferred Securities Certificates
registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the
Trust Agreement and may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the
Depositary, except in the limited circumstances described in the
Trust Agreement.

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



<PAGE>






CERTIFICATE NUMBER                 NUMBER OF PREFERRED SECURITIES
     P-1                                     1,150,000



                      CUSIP NO. 055948 20 2

           CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                OF
                        BNB CAPITAL TRUST

           9.50% CUMULATIVE TRUST PREFERRED SECURITIES
         (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)


     BNB Capital Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Issuer Trust"), hereby
certifies that Cede & Co. (the "Holder") is the registered owner
of $11,500,000 aggregate liquidation amount of preferred
securities of the Issuer Trust representing a preferred undivided
beneficial interest in the assets of the Issuer Trust and has
designated the BNB Capital Trust 9.50% Cumulative Trust Preferred
Securities (liquidation amount $10 per Preferred Security) (the
"Preferred Securities").  The Preferred Securities are
transferable on the books and records of the Issuer Trust, in
person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as
provided in Section 5.5 of the Trust Agreement (as defined
below).  The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the
Preferred Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Issuer Trust, dated
as of June 30, 1997, as the same may be amended from time to time
(the "Trust Agreement"), among Broad National Bancorporation, as
Depositor, Bankers Trust Company, as Property Trustee, Bankers
Trust (Delaware), as Delaware Trustee, and the Holders of Trust
Securities, including the designation of the terms of the
Preferred Securities as set forth therein.  The Holder is
entitled to the benefits of the Guarantee Agreement entered into
by Broad National Bancorporation, a New Jersey corporation, and
Bankers Trust Company, as guarantee trustee, dated as of June 30,
1997 (the "Guarantee Agreement"), to the extent provided therein.
The Issuer Trust will furnish a copy of the Issuer Trust
Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal
place of business or registered office.

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






<PAGE>




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

                         BNB CAPITAL TRUST


                         By:____________________________
                         Name: James Boyle
                         Administrator



COUNTERSIGNED AND REGISTERED:

BANKERS TRUST COMPANY,
as Securities Registrar


By:___________________________
Name:
Authorized Signatory





<PAGE>




                            ASSIGNMENT

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

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

_________________________________________________________________

_________________________________________________________________
            (Insert address and zip code of assignee)

and irrevocably appoints ________________________________________

_________________________________________________________________

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

     Date:__________________

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

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