<PAGE>

                                                                     Exhibit 4.5


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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                               VNB CAPITAL TRUST I

                          Dated as of October __, 2001


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<PAGE>



                             CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act                                              Section of
of 1939, as amended                                              Declaration

310(a) ................................................                   5.3
310(b) ................................................        5.3(c); 5.3(d)
311(a) ................................................                2.2(b)
311(b) ................................................                2.2(b)
312(a) ................................................                2.2(a)
312(b) ................................................                2.2(b)
313 ...................................................                   2.3
314(a) ................................................   2.4; 2.7(c); 3.6(j)
314(c) ................................................                   2.5
315(a) ................................................           3.6(j); 3.9
315(b) ................................................                2.7(a)
315(c) ................................................                3.9(a)
315(d) ................................................                3.9(b)
316(a) ................................................                   2.6
316(c) ................................................                3.6(e)
317(a) ................................................        3.8(e); 3.8(h)
317(b) ................................................           3.8(i); 7.5
318 ...................................................                   2.1

* This Cross-Reference Table does not constitute part of this Declaration and
  shall not affect the interpretation of any of its terms or provisions.

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I     INTERPRETATION AND DEFINITIONS ..............................   1

ARTICLE II    TRUST INDENTURE ACT .........................................   9

SECTION 2.1   Trust Indenture Act; Application ............................   9

SECTION 2.2   Lists of Holders of Securities ..............................   9

SECTION 2.3   Reports by the Property Trustee .............................  10

SECTION 2.4   Periodic Reports to Property Trustee ........................  10

SECTION 2.5   Evidence of Compliance with Conditions Precedent ............  10

SECTION 2.6   Events of Default; Waiver ...................................  10

SECTION 2.7   Default; Notice .............................................  12

ARTICLE III ...............................................................  13

SECTION 3.1   Name ........................................................  13

SECTION 3.2   Office ......................................................  13

SECTION 3.3   Purpose .....................................................  13

SECTION 3.4   Authority ...................................................  14

SECTION 3.5   Title to Property of the Trust ..............................  14

SECTION 3.6   Powers and Duties of the Administrative Trustees ............  14

SECTION 3.7   Prohibition of Actions by the Trust and the Trustees ........  17

SECTION 3.8   Powers and Duties of the Property Trustee ...................  18

SECTION 3.9   Certain Duties and Responsibilities of the Property Trustee .  20

SECTION 3.10  Certain Rights of Property Trustee ..........................  23

SECTION 3.11  Delaware Trustee ............................................  24

SECTION 3.12  Execution of Documents ......................................  25

SECTION 3.13  Not Responsible for Recitals or Issuance of Securities ......  25

SECTION 3.14  Duration of Trust ...........................................  25

SECTION 3.15  Mergers .....................................................  25

SECTION 3.16  Property Trustee May File Proofs of Claim ...................  27

ARTICLE IV ................................................................  28

SECTION 4.1   Sponsor's Purchase of Common Securities .....................  28

SECTION 4.2   Responsibilities of the Sponsor .............................  28


<PAGE>


SECTION 4.3   Right to Proceed ............................................  29

SECTION 4.4   Right to Dissolve Trust .....................................  29

ARTICLE V .................................................................  29

SECTION 5.1   Number of Trustees; Appointment of Co-Trustee ...............  29

SECTION 5.2   Delaware Trustee ............................................  30

SECTION 5.3   Property Trustee; Eligibility ...............................  31

SECTION 5.4   Certain Qualifications of Administrative Trustees and
              Delaware Trustee Generally ..................................  32

SECTION 5.5   Administrative Trustees .....................................  32

SECTION 5.6   Appointment, Removal and Resignation of Trustees ............  33

SECTION 5.7   Vacancies among Trustees ....................................  34

SECTION 5.8   Effect of Vacancies .........................................  35

SECTION 5.9   Meetings ....................................................  35

SECTION 5.10  Delegation of Power .........................................  35

SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business .  36

ARTICLE VI ................................................................  36

SECTION 6.1   Distributions ...............................................  36

SECTION 6.2   Redemption ..................................................  36

ARTICLE VII ...............................................................  36

SECTION 7.1   General Provisions Regarding Securities .....................  37

SECTION 7.2   Execution and Authentication ................................  37

SECTION 7.3   Form and Dating .............................................  38

SECTION 7.4   Registrar and Paying Agent ..................................  39

SECTION 7.5   Paying Agent to Hold Money in Trust .........................  40

SECTION 7.6   Replacement Securities ......................................  40

SECTION 7.7   Outstanding Preferred Securities ............................  40

SECTION 7.8   Preferred Securities in Treasury ............................  41

SECTION 7.9   Temporary Securities ........................................  41

SECTION 7.10  Cancellation ................................................  42

SECTION 7.11  CUSIP Numbers ...............................................  42

ARTICLE VIII ..............................................................  42

SECTION 8.1   Dissolution of Trust ........................................  42

ARTICLE IX ................................................................  43


                                     - ii -

<PAGE>


SECTION 9.1   Transfer of Securities ......................................  43

SECTION 9.2   Transfer Procedures and Restrictions ........................  44

SECTION 9.3   Book-Entry Interests ........................................  47

SECTION 9.4   Notices to Clearing Agency ..................................  48

SECTION 9.5   Appointment of Successor Clearing Agency ....................  48

ARTICLE X .................................................................  48

SECTION 10.1  Liability ...................................................  48

SECTION 10.2  Exculpation .................................................  49

SECTION 10.3  Fiduciary Duty ..............................................  49

SECTION 10.4  Indemnification .............................................  50

SECTION 10.5  Outside Businesses ..........................................  53

ARTICLE XI ................................................................  54

SECTION 11.1  Fiscal Year .................................................  54

SECTION 11.2  Certain Accounting Matters ..................................  54

SECTION 11.3  Banking .....................................................  54

SECTION 11.4  Withholding .................................................  55

ARTICLE XII ...............................................................  55

SECTION 12.1  Amendments ..................................................  55

SECTION 12.2  Meetings of the Holders; Action by Written Consent ..........  58

ARTICLE XIII ..............................................................  59

SECTION 13.1  Representations and Warranties of Property Trustee ..........  59

SECTION 13.2  Representations and Warranties of Delaware Trustee ..........  60

ARTICLE XIV ...............................................................  61

SECTION 14.1  Notices .....................................................  61

SECTION 14.2  Governing Law ...............................................  62

SECTION 14.3  Intention of the Parties ....................................  63

SECTION 14.4  Headings ....................................................  63

SECTION 14.5  Successors and Assigns ......................................  63

SECTION 14.6  Partial Enforceability ......................................  63

SECTION 14.7  Counterparts ................................................  63

ANNEX I ................................................................... I-1

EXHIBIT A-1 ............................................................... A-1

EXHIBIT A-2 ............................................................... B-1


                                    - iii -

<PAGE>

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                             OF VNB CAPITAL TRUST I

                          Dated as of October __, 2001

          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of October __, 2001, by and among the Trustees (as defined herein),
the Sponsor (as defined herein) and the Holders (as defined herein), from time
to time, of undivided beneficial interests in the assets of the Trust to be
issued pursuant to this Declaration;

          WHEREAS, the Delaware Trustee (as defined herein) and the Sponsor
established VNB Capital Trust I (the "Trust"), a trust created under the
Delaware Business Trust Act pursuant to a Declaration of Trust dated as of
October 4, 2001 (the "Original Declaration"), and a Certificate of Trust filed
with the Secretary of State of the State of Delaware on October 12, 2001, for
the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust, investing the
proceeds thereof in certain Debentures of the Sponsor (each as hereinafter
defined), and engaging in only those activities necessary, advisable or
incidental thereto; and

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;

          WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
ratify the actions of each Trustee taken prior to the date hereof;

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration and, in consideration
of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

          Unless the context otherwise requires:

          (a) capitalized terms used in this Declaration but not defined in the
preamble above or elsewhere herein have the respective meanings assigned to them
in this Article I;

                                       1

<PAGE>

          (b) a term defined anywhere in this Declaration has the same meaning
throughout;

          (c) all references to "the Declaration" or "this Declaration" are to
this Declaration and each Annex and Exhibit hereto, as modified, supplemented or
amended from time to time;

          (d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

          (e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires;

          (f) a term defined in the Indenture (as defined herein) has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or the context otherwise requires; and

          (g) a reference to the singular includes the plural and vice versa.

          "Administrative Trustee" has the meaning set forth in Section 5.1.

          "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

          "Agent" means any Paying Agent, Registrar or Exchange Agent.

          "Authorized Officer" of a Person means any other Person that is
authorized to legally bind such former Person.

          "Book-Entry Interest" means a beneficial interest in the Global
Preferred Security registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.3.

          "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in Wilmington, Delaware, Wayne, New Jersey or New
York, New York, are authorized or required by law or executive order to remain
closed.

          "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code (SS) 3801 et seq., as it may be amended from time to time, or
any successor legislation.

                                        2

<PAGE>

          "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a global certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

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

          "Closing Date" means the "Closing Date" as defined in the Underwriting
Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

          "Commission" means the United States Securities and Exchange
Commission as from time to time constituted, or if at any time after the
execution of this Declaration such Commission is not existing and performing the
duties now assigned to it under applicable federal securities laws, then the
body performing such duties at such time.

          "Common Securities" has the meaning specified in Section 7.1(a).

          "Common Security Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit A-2.

          "Common Securities Guarantee" means the Common Securities Guarantee
Agreement, dated as of the Closing Date, entered into by Valley National
Bancorp, with respect to the Common Securities.

          "Common Securities Subscription Agreement" means the Common Securities
Subscription Agreement, dated as of the Closing Date, between the Trust and
Valley National Bancorp relating to the Common Securities.

          "Company Indemnified Person" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

          "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located 101 Barclay Street, Floor 21 West, New
York, New York 10286.

                                        3

<PAGE>

          "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

          "Debenture Subscription Agreement" means the Debenture Subscription
Agreement, dated as of the Closing Date, between the Sponsor and the Trust in
respect of the Debentures.

          "Debenture Trustee" means The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

          "Debentures" means the ___% Junior Subordinated Deferrable Interest
Debentures due _________, 2031 of the Sponsor issued pursuant to the Indenture.

          "Default" means an event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

          "Definitive Preferred Securities" has the meaning set forth in Section
7.

          "Delaware Trustee" has the meaning set forth in Section 5.1.

          "Direct Action" has the meaning set forth in Section 3.8(e).

          "Distribution" means a distribution payable to Holders in accordance
with Section 6.1.

          "DTC" means The Depository Trust Company, the initial Clearing Agency.

          "Event of Default" with respect to the Securities means an Event of
Default (as defined in the Indenture) that has occurred and is continuing with
respect to the Debentures.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

          "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

          "Fiscal Year" has the meaning set forth in Section 11.1.

                                       4

<PAGE>

          "Global Preferred Security" has the meaning set forth in Section 7.3.

          "Holder" means a Person in whose name a Security or Successor Security
is registered on the register maintained by or on behalf of the Registrar, such
Person being a beneficial owner of the Trust within the meaning of the Business
Trust Act.

          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

          "Indenture" means the Indenture, dated as of the Closing Date, between
the Sponsor and the Debenture Trustee, as amended from time to time.

          "Initial Optional Redemption Date" has the meaning set forth in
Section 4(b) of Annex I hereto.

          "Investment Company" means an investment company as defined in the
Investment Company Act.

          "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

          "Investment Company Event" has the meaning set forth in Section 4(c)
of Annex I hereto.

          "Legal Action" has the meaning set forth in Section 3.6(g).

          "Like Amount" has the meaning set forth in Section 3 of Annex I
hereto.

          "List of Holders" has the meaning set forth in Section 2.2(a).

          "Majority in Liquidation Amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, excluding the Trust and the Sponsor and any Affiliate
thereof, who are the record owners of more than 50% of the aggregate liquidation
amount (including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to but excluding the date
upon which the voting percentages are determined) of all outstanding Securities
of the relevant class.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer of such Person. Any Officers'
Certificate delivered by the Trust shall be

                                        5

<PAGE>

signed by at least one Administrative Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

               (a) a statement that each officer signing the Certificate has
read the covenants or conditions and the definitions relating thereto;

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

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

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

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be acceptable to the Property Trustee.

          "Participants" has the meaning specified in Section 7.3.

          "Paying Agent" has the meaning specified in Section 7.4.

          "Payment Amount" has the meaning specified in Section 6.1.

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

          "Preferred Securities" means the Trust Originated Preferred
SecuritiesSM ("TOPrS(SM)") specified in Section 7.1(a).

          "Preferred Securities Guarantee" means the Preferred Securities
Guarantee Agreement, dated as of the Closing Date, by Valley National Bancorp in
respect of the Preferred Securities.

          "Preferred Security Beneficial Owner" means, with respect to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

                                        6

<PAGE>

          "Preferred Security Certificate" has the meaning set forth in Section
9.3.

          "Property Trustee" has the meaning set forth in Section 5.3(a).

          "Property Trustee Account" has the meaning set forth in Section
3.8(c)(i).

          "Prospectus" means the prospectus included as part of the Registration
Statement.

          "Quorum" means a majority of the Administrative Trustees or, if there
are only two Administrative Trustees, both of them.

          "Redemption Price" has the meaning set forth in Section 4(a) of Annex
I hereto.

          "Registrar" has the meaning set forth in Section 7.4.

          "Registration Statement" means the Registration Statement on Form S-3
used to register the Preferred Securities.

          "Regulatory Capital Event" has the meaning set forth in Section 4(c)
of Annex I hereto.

          "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

          "Responsible Officer" means any officer within the Corporate Trust
Office of the Property Trustee with direct responsibility for the administration
of this Declaration and also means, with respect to a particular corporate trust
matter, any other officer of the Property Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

          "Securities" or "Trust Securities" means the Common Securities and the
Preferred Securities.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

          "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

                                        7

<PAGE>

          "Special Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

          "Special Event Redemption Price" has the meaning set forth in Section
4(c) of Annex I hereto.

          "Sponsor" means Valley National Bancorp, a New Jersey corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

          "Successor Delaware Trustee" has the meaning set forth in Section
5.6(b)(ii).

          "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

          "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

          "Successor Securities" has the meaning set forth in Section
3.15(b)(i).

          "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

          "Tax Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

          "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury Department, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

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

          "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue as a trustee of
the Trust in accordance with the terms hereof, and all other Persons who may
from time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee or the
Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.

          "Underwriting Agreement" means the underwriting agreement relating to
the Preferred Securities, dated as of October __, 2001, by and among the Trust,
the Sponsor and the underwriters named therein.

                                        8

<PAGE>

          "10% in Liquidation Amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Trust Securities voting together
as a single class or, as the context may require, Holders of outstanding
Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, excluding the Trust and the Sponsor and any Affiliate
thereof, who are the record owners of 10% or more of the aggregate liquidation
amount (including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1   Trust Indenture Act; Application.
              --------------------------------

          (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

          (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.


          (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by (SS)(SS) 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          (d) The application of the Trust Indenture Act to this Declaration
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes and shall not affect the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.2   Lists of Holders of Securities.
              ------------------------------

          (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided that, neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that the List of Holders does not differ from
the most recent List of Holders given to the Property Trustee by the Sponsor and
the Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property

                                        9

<PAGE>

Trustee. The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given to
it or which it receives in the capacity as Paying Agent (if acting in such
capacity), provided that the Property Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

          (b) The Property Trustee shall comply with its obligations under
(SS)(SS) 311(a), 311(b) and 312(b) of the Trust Indenture Act.


SECTION 2.3   Reports by the Property Trustee.
              -------------------------------

          (a) By June 14 of each year, commencing June 14, 2002, the Property
Trustee shall provide to the Holders of the Preferred Securities such reports,
dated as of May 15 of each year, as are required by (SS) 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by (SS) 313 of the
Trust Indenture Act. The Property Trustee shall also comply with the
requirements of (SS) 313(d) of the Trust Indenture Act.

          (b) A copy of each report shall, at the time of transmission to the
Holders be filed by the Property Trustee with each national securities exchange
national market or other organization upon which the Preferred Securities are
listed, and also with the Commission and the Sponsor. The Sponsor and/or the
Trust shall promptly notify the Property Trustee when the Preferred Securities
are listed on any national securities exchange, national market or other
organizations and/or delisting thereof.

SECTION 2.4   Periodic Reports to Property Trustee.
              ------------------------------------

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee and the Commission such documents,
reports and information as are required by (SS) 314 (if any) of the Trust
Indenture Act and shall provide to the Property Trustee the compliance
certificate required by (SS) 314 of the Trust Indenture Act in the form, in the
manner and at the times required by (SS) 314 of the Trust Indenture Act.

SECTION 2.5   Evidence of Compliance with Conditions Precedent.
              ------------------------------------------------

          Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in (SS) 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to (SS) 314(c)(1) of the
Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.6   Events of Default; Waiver.
              -------------------------

          (a) The Holders of a Majority in Liquidation Amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of

                                       10

<PAGE>

Default in respect of the Preferred Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:

               (i)   is not waivable under the Indenture, the Event of Default
under the Declaration shall also not be waivable; or

               (ii)  requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super Majority")
to be waived under the Indenture, the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
Default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other Default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

          (b)  The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided, that, if the underlying Event of
Default under the Indenture:

               (i)   is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Event of Default
under the Declaration as provided below in this Section 2.6(b), the Event of
Default under the Declaration shall also not be waivable; or

               (ii)  requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in this
Section 2.6(b), the Event of Default under the Declaration may only be waived by
the vote of the Holders of at least the proportion in aggregate liquidation
amount of the Common Securities that the relevant Super Majority represents of
the aggregate principal amount of the Debentures outstanding;

                                       11

<PAGE>

provided, further, each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and their consequences if all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Preferred Securities and only the Holders of the Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The foregoing provisions of this Section 2.6(b) shall be in
lieu of (S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
(S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such Default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other Default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

          (c)  A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
(S) 316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

SECTION 2.7    Default; Notice.
               ---------------

          (a)  The Property Trustee shall, within 90 days after a Responsible
Officer has actual knowledge of the occurrence of a Default with respect to the
Securities, transmit by mail, first class postage prepaid, to the Holders,
notices of all such Defaults, unless such Defaults have been cured before the
giving of such notice or previously waived; provided, however, that except in
the case of a Default arising from the nonpayment of principal of or interest
(including Compounded Interest and Additional Sums (as such terms are defined in
the Indenture), if any), on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer in
good faith determines that the withholding of such notice is in the interests of
the Holders.

          (b)  The Property Trustee shall not be deemed to have knowledge of any
Default or Event of Default except:

               (i)    a Default or Event of Default under Sections 5.1(a) (other
than the payment or nonpayment of Compounded Interest and Additional Sums) and
5.1(b) of the Indenture; or

               (ii)   any Default or Event of Default as to which the Property
Trustee shall have received written notice or of which a Responsible Officer
charged with the administration of the Declaration shall have actual knowledge.

                                       12

<PAGE>

          (c)  Within ten Business Days after a Responsible Officer has actual
knowledge of the occurrence of any Event of Default, the Property Trustee shall
transmit notice of such Event of Default to the Holders of the Preferred
Securities, by mail, first class postage prepaid, the Administrative Trustees
and the Sponsor, unless such Event of Default shall have been cured or waived.
The Sponsor and the Administrative Trustees shall file annually with the
Property Trustee a certification as to whether or not they are in compliance
with all the conditions and covenants applicable to them under this Declaration.

                                   ARTICLE III

                                  ORGANIZATION

SECTION 3.1    Name.
               ----

          The Trust is named VNB Capital Trust I as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Delaware Trustee, the Property Trustee and the Holders. The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable
by the Administrative Trustees.

SECTION 3.2    Office
               ------

          The address of the principal office of the Trust is c/o Valley
National Bancorp, 1455 Valley Road, Wayne, New Jersey 07470. On ten Business
Days' prior written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.3    Purpose.
               -------

          The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities in exchange for the Debentures, (b) use the proceeds from
the sale of the Securities to acquire the Debentures, and (c) except as
otherwise limited herein, to engage in only those other activities necessary,
advisable or incidental thereto, including without limitation, those activities
specified in Sections 3.6, 3.8, 3.9, 3.10, 3.11 and/or 3.12. The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, mortgage
or pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

          By the acceptance of this Trust, the Trustees, the Sponsor, the
Holders of the Preferred Securities and Common Securities and the Preferred
Securities Beneficial Owners will agree to treat the Trust as a grantor trust
for United States federal income tax purposes and not to take any position which
is contrary to such classification.

                                       13

<PAGE>

SECTION 3.4    Authority.
               ---------

          Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by one or more of the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5    Title to Property of the Trust.
               ------------------------------

          Except as provided in Section 3.8 with respect to the Debentures and
the Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6    Powers and Duties of the Administrative Trustees.
               ------------------------------------------------

          The Administrative Trustees acting individually or together shall have
the exclusive right, power, duty and authority, and are hereby authorized and
directed, to cause the Trust to engage in the following activities:

               (a)   to execute, enter into and deliver and perform the Common
Securities Subscription Agreement and to execute, deliver, issue and sell the
Securities in accordance with this Declaration; provided, however, that except
as contemplated in Section 7.1(a), (i) the Trust may issue no more than one
series of Preferred Securities and no more than one series of Common Securities,
(ii) there shall be no interests in the Trust other than the Securities, and
(iii) the issuance of Securities shall be limited to a simultaneous issuance of
both Preferred Securities and Common Securities on the Closing Date;

               (b)   in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                     (i)  execute and file with the Commission, the Registration
Statement, including the Prospectus, and any amendments thereto prepared by the
Sponsor, in relation to the offering and sale of Preferred Securities;

                     (ii) execute and file any documents prepared by the
Sponsor, or take any acts as determined by the Sponsor to be necessary in order
to qualify or register all or part of the Preferred Securities in any State in
which the Sponsor has determined to qualify or register such Preferred
Securities for sale;

                                       14

<PAGE>

                      (iii) execute and file an application, prepared by the
Sponsor, to permit the Preferred Securities to trade or be quoted or listed in
or on the New York Stock Exchange or any other securities exchange, quotation
system or the Nasdaq National Market;

                      (iv)  execute, enter into, deliver and perform its
obligations under the Underwriting Agreement and letters, documents or
instruments with DTC and other Clearing Agencies relating to the Preferred
Securities; and

                      (v)   if required, execute and file with the Commission a
registration statement on Form 8-A, including any amendments thereto, prepared
by the Sponsor, relating to the registration of the Preferred Securities under
Section 12(b) or 12(g) of the Exchange Act, as the case may be.

               (c)    to execute, enter into, deliver and perform its
obligations under the Debenture Subscription Agreement and to acquire the
Debentures with the proceeds from the issuance of the Preferred Securities and
the Common Securities; provided, however, that the Administrative Trustees shall
cause legal title to the Debentures to be held of record in the name of the
Property Trustee for the benefit of the Holders;

               (d)    to give the Sponsor and the Property Trustee prompt
written notice of the occurrence of a Special Event;

               (e)    to establish a record date with respect to all actions to
be taken hereunder that require a record date to be established, including and
with respect to, for the purposes of (S) 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders with respect to such actions and applicable record dates;

               (f)    to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the Securities;

               (g)    to the fullest extent permitted by law, to bring or
defend, pay, collect, compromise, arbitrate, resort to legal action, or
otherwise adjust claims or demands of or against the Trust ("Legal Action"),
unless pursuant to Section 3.8(e), the Property Trustee has the exclusive power
to bring such Legal Action;

               (h)    to employ or otherwise engage employees, agents (who may
be designated as officers with titles), managers, contractors, advisors, and
consultants and pay reasonable compensation for such services, provided that
such person is a United States person as defined in Section 7701(a)(30) of the
Code;

               (i)    to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

                                       15

<PAGE>

               (j)    to give the certificate required by (S) 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Administrative Trustee;

               (k)    to incur expenses that are necessary or incidental to
carry out any of the purposes of the Trust;

               (l)    to act as, or appoint another Person to act as, Registrar
for the Securities or to appoint a Paying Agent for the Securities as provided
in Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

               (m)    to give prompt written notice to the Property Trustee and
to the Holders of any notice received from the Sponsor of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

               (n)    to take all action that may be necessary or appropriate
for the preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust under the laws
of the State of Delaware and of each other jurisdiction in which such existence
is necessary to protect the limited liability of the Holders or to enable the
Trust to effect the purposes for which the Trust was created;

               (o)    to take any action, not inconsistent with this Declaration
or with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

                      (i)   causing the Trust not to be deemed to be an
Investment Company required to be registered under the Investment Company Act;


                      (ii)  causing the Trust to continue to be classified for
United States federal income tax purposes as a grantor trust; and


                      (iii) cooperating with the Sponsor to ensure that the
Debentures will be treated as indebtedness of the Sponsor for United States
federal income tax purposes;

               (p)    to take all action necessary to cause the effectiveness of
the Registration Statement under the Securities Act and the qualification of the
Indenture under the Trust Indenture Act;

               (q)    to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust;

                                       16

<PAGE>

               (r)    to the extent provided in this Declaration and at the
direction of the Sponsor, to take all action necessary to dissolve and liquidate
the Trust and to prepare, execute and file a certificate of cancellation with
the Secretary of State of the State of Delaware;

               (s)    to execute, deliver and perform its obligations under the
Common Securities Subscription Agreement, and

               (t)    to execute and deliver all documents, agreements,
certificates and instruments, exercise all rights and powers, perform all duties
and do all things for and on behalf of the Trust in all matters necessary,
advisable or incidental to the foregoing or the transactions contemplated
thereby.

          The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

          Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

          Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Sponsor.

SECTION 3.7    Prohibition of Actions by the Trust and the Trustees.
               ----------------------------------------------------

          The Trust shall not, and the Trustees (including the Property Trustee,
the Delaware Trustee and the Administrative Trustees) shall cause the Trust not
to, engage in any activity other than as required or authorized by this
Declaration. Notwithstanding any provision in this Declaration to the contrary,
the Trust shall not:

               (i)    invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders pursuant to the
terms of this Declaration and of the Securities;

               (ii)   acquire any assets other than as expressly provided
herein;

               (iii)  possess Trust Property for other than a Trust purpose or
execute any mortgage in respect of, or pledge, any Trust Property;

               (iv)   make any loans or incur any indebtedness other than loans
represented by the Debentures;

                                       17

<PAGE>

               (v)    possess any power or otherwise act in such a way as to
vary the Trust Property or the terms of the Securities in any way whatsoever
(except to the extent expressly authorized in this Declaration or by the terms
of the Securities);

               (vi)   issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Securities;

               (vii)  other than as provided in this Declaration or Annex I
hereto, (A) direct the time, method and place of conducting any proceeding with
respect to any remedy available to the Debenture Trustee, or exercising any
trust or power conferred upon the Debenture Trustee with respect to the
Debentures, (B) waive any past default that is waivable under the Indenture, or
(C) exercise any right to rescind or annul any declaration that the principal of
all the Debentures shall be due and payable;

               (viii) consent to any amendment, modification or termination of
the Indenture or the Debentures where such consent shall be required unless the
Trust shall have received an opinion of independent tax counsel experienced in
such matters to the effect that such amendment, modification or termination will
not cause more than an insubstantial risk that the Trust will not be classified
as a grantor trust for United States federal income tax purposes; or

               (ix)   take any action inconsistent with the status of the Trust

as a grantor trust for United States federal income tax purposes.

SECTION 3.8    Powers and Duties of the Property Trustee.
               -----------------------------------------

          (a)  The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

          (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

          (c)  The Property Trustee shall:

               (i)    establish and maintain a segregated non-interest bearing
trust account (the "Property Trustee Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders and, upon the
receipt of payments of funds made in respect of the Debentures held by the
Property Trustee, deposit such funds into the Property Trustee Account and make
payments or cause the Paying Agent to make payments to the Holders from the
Property Trustee Account in accordance with Section 6.1; funds in the Property

                                       18

<PAGE>

Trustee Account shall be held uninvested until disbursed in accordance with this
Declaration; and the Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose long-term unsecured
indebtedness by a "nationally recognized statistical rating organization," as
that term is defined for purposes of Rule 436(g)(2) under the Securities Act, is
at least equal to the rating assigned to the Preferred Securities, unless the
Preferred Securities are not rated, in which case the banking institution's
long-term unsecured indebtedness shall be rated at least investment grade by a
"nationally recognized statistical rating organization;"

               (ii)  engage in such ministerial activities as shall be necessary
or appropriate to effect the redemption of the Securities to the extent the
Debentures are redeemed or mature; and

               (iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the Securities, engage
in such ministerial activities as shall be necessary or appropriate to effect
the distribution of the Debentures to Holders upon the occurrence of certain
events.

          (d)  The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of this Declaration and the Securities.

          (e)  Subject to Section 3.9(a), the Property Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer has actual knowledge or the Property Trustee's
duties and obligations under this Declaration or the Trust Indenture Act. If the
Property Trustee fails to enforce its rights under the Debentures after a Holder
of Securities has made a written request, such Holder of Securities may, to the
extent permitted by applicable law, institute a legal proceeding directly
against the Sponsor to enforce the Property Trustee's rights under the Indenture
without first instituting any legal proceeding against the Property Trustee or
any other Person. If an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Sponsor to pay the principal of or
interest (including Compounded Interest and Additional Sums, if any) on the
Debentures on the date such principal or interest (including Compounded Interest
and Additional Sums, if any) is otherwise payable (or in the case of redemption,
on the redemption date), then a Holder of Preferred Securities may directly
institute a proceeding against the Sponsor for enforcement of payment to such
Holder of the principal of or interest (including Compounded Interest and
Additional Sums, if any) on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the Holders of the Common
Securities will be subrogated to the rights of such Holder of Preferred
Securities to the extent of any payment made by the Sponsor to such Holder of
Preferred Securities in such Direct Action.

          Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

                                       19

<PAGE>

          (f)  The Property Trustee shall continue to serve as a Trustee until
either:

               (i)  the Trust has been completely liquidated and the proceeds of
the liquidation distributed to the Holders pursuant to the terms of the
Securities and this Declaration; or

               (ii) a successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.6 (a "Successor Property
Trustee").

          (g)  The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer
occurs and is continuing, the Property Trustee shall, for the benefit of
Holders, enforce its rights as holder of the Debentures subject to the rights of
the Holders pursuant to the terms of this Declaration and the Securities.

          (h)  The Property Trustee shall be authorized to undertake any actions
set forth in (S)317(a) of the Trust Indenture Act.

          (i)  For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is acting as Paying Agent.

          (j)  Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

          Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3, and (ii)
the Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee.
               -----------------------------------------------------------

          (a)  The Property Trustee, before the occurrence of any Event of
Default (of which, other than in the case of Events of Default under Sections
5.1(a) and 5.1(b) of the Indenture, which the Property Trustee is deemed to have
knowledge of as provided in Section 2.7(b) hereof, a Responsible Officer of the
Property Trustee has actual knowledge) and after the curing or waiving of all
such Events of Default that may have occurred, shall undertake to perform only
such duties as are specifically set forth in this Declaration and in the
Securities and

                                       20

<PAGE>

no implied covenants shall be read into this Declaration against the Property
Trustee. If no Event of Default exists and the Property Trustee is required to
decide between alternative courses of action or to construe ambiguous provisions
in this Declaration or is unsure of the application of any provision of this
Declaration, and the matter is not one on which Holders are entitled under this
Declaration to vote, then the Property Trustee shall take such action as
directed by the Sponsor and, if not directed, shall take such action as it deems
advisable and in the best interests of the Holders and will have no liability,
except for its own bad faith, negligence or willful misconduct. In case an Event
of Default has occurred (that has not been cured or waived pursuant to Section
2.6) of which a Responsible Officer has actual knowledge, the Property Trustee
shall exercise such of the rights and powers vested in it by this Declaration,
and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

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

               (i)    prior to the occurrence of an Event of Default (of which,
other than in the case of Events of Default under Sections 5.1(a) and 5.1(b) of
the Indenture, which the Property Trustee is deemed to have knowledge of as
provided in Section 2.7(b) hereof, a Responsible Officer of the Property Trustee
has actual knowledge) and after the curing or waiving of all such Events of
Default that may have occurred:

                      (A)  the duties and obligations of the Property Trustee
shall be determined solely by the express provisions of this Declaration and in
the Securities and the Property Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Declaration and in the Securities, and no implied covenants or obligations shall
be read into this Declaration against the Property Trustee; and

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

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

               (iii)  the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a Majority in Liquidation Amount of the
Securities relating to the time, method and place of

                                       21

<PAGE>

conducting any proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee under this
Declaration;

               (iv)   no provision of this Declaration shall require the
Property Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers;

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

               (vi)   the Property Trustee shall have no duty or liability for
or with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

               (vii)  the Property Trustee shall not be liable for any interest
on any money received by it except as it may otherwise agree in writing with the
Sponsor. Money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Property Trustee Account maintained
by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law; and

               (viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the Sponsor with
their respective duties under this Declaration, nor shall the Property Trustee
be liable for any default or misconduct of the Administrative Trustees or the
Sponsor.

SECTION 3.10   Certain Rights of Property Trustee.
               ----------------------------------

          (a)  Subject to the provisions of Section 3.9:

               (i)    the Property Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties;

               (ii)   any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration may be sufficiently evidenced by an
Officers' Certificate;

               (iii)  whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or

                                       22

<PAGE>

omitting any action hereunder, the Property Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon receipt
of such request, shall be promptly delivered by the Sponsor or the
Administrative Trustees;

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

               (v)    the Property Trustee may consult with counsel or other
experts of its selection, and the advice or opinion of such counsel and experts
with respect to legal matters or advice within the scope of such experts' area
of expertise shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion; such counsel may be counsel to the
Sponsor or any of its Affiliates, and may include any of its employees; and the
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

               (vi)   the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration at the
request or direction of any Holder, unless such Holder shall have provided to
the Property Trustee security and indemnity, reasonably satisfactory to the
Property Trustee, against the costs, expenses (including reasonable attorneys'
fees and expenses and the expenses of the Property Trustee's agents, nominees or
custodians) and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be requested by
the Property Trustee; provided, however, that, nothing contained in this Section
3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the occurrence
of an Event of Default (of which, other than in the case of Events of Default
under Sections 5.1(a) and 5.1(b) of the Indenture, which the Property Trustee is
deemed to have knowledge of as provided in Section 2.7(b) hereof, a Responsible
Officer of the Property Trustee has actual knowledge), of its obligation to
exercise the rights and powers vested in it by this Declaration;

               (vii)  the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Property Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit;

               (viii) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, custodians, nominees or attorneys, and the Property Trustee
shall not be responsible for any misconduct or negligence on the part of any
such agent, custodian, nominee or attorney appointed with due care by it
hereunder, provided that such agent, custodian, nominee or attorney is a United
States person as defined in Section 7701(a)(30) of the Code;

                                       23

<PAGE>

                (ix)  any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders, and the signature of the
Property Trustee or its agents alone shall be sufficient and effective to
perform any such action and no third party shall be required to inquire as to
the authority of the Property Trustee to so act or as to its compliance with any
of the terms and provisions of this Declaration, both of which shall be
conclusively evidenced by the Property Trustee's or its agent's taking such
action;

                (x)   whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders which instructions may
only be given by the Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions;

                (xi)  except as otherwise expressly provided by this
Declaration, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Declaration; and

                (xii) the Property Trustee shall not be liable for any action
taken, suffered, or omitted to be taken by it in good faith, without negligence
or willful misconduct, and reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Declaration.

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

SECTION 3.11    Delaware Trustee.
                ----------------


           Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or Property Trustee described in this Declaration
(except as required under the Business Trust Act). Except as set forth in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of ss. 3807 of the Business Trust Act. In
the event the Delaware Trustee shall at any time be required to take any action
or perform any duty hereunder, the Delaware Trustee shall be entitled to the
benefits of Section 3.9(b)(ii) to (viii), inclusive, and Section 3.10. No
implied covenants or obligations shall be read into this Declaration against the
Delaware Trustee. The duties of the Delaware Trustee shall be limited to (a)
accepting legal process served on the Trust in the State of Delaware and (b) the
execution of any certificates

                                       24

<PAGE>

required to be filed with the Delaware Secretary of State which the Delaware
Trustee is required to execute under Section 3811 of the Business Trust Statute.
To the extent that, at law or in equity, the Delaware Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or
the Holders, it is hereby understood and agreed by the other parties hereto and
the Holders that such duties and liabilities are replaced by the duties and
liabilities of the Delaware Trustee expressly set forth in this Agreement.

SECTION 3.12      Execution of Documents.
                  ----------------------

        Unless otherwise required by applicable law, each Administrative
Trustee, individually, is authorized to execute and deliver on behalf of the
Trust any documents, agreements, instruments or certificates that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.
                  ------------------------------------------------------

        The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the Trust Property or any part thereof. The Trustees
make no representations as to the validity or sufficiency of this Declaration or
the Securities.

SECTION 3.14      Duration of Trust.
                  -----------------

        The Trust, unless earlier dissolved pursuant to the provisions of
Article VIII hereof, shall dissolve on October __, 2032.

SECTION 3.15      Mergers.
                  -------

        (a)       The Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) and except with respect to the distribution of
Debentures to Holders pursuant to Section 8.1(a)(iii) of this Declaration or
Section 3 of Annex I.

        (b)       The Trust may, at the request of the Sponsor, with the consent
of the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided that:

                  (i)  such successor entity (the "Successor Entity") either:

                                       25

<PAGE>

                        (A) expressly assumes all of the obligations of the
Trust under the Securities; or

                        (B) substitutes for the Securities other securities
having substantially the same terms as the Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Securities
rank in priority with respect to Distributions and payments upon liquidation,
redemption and otherwise;

                (ii)    the Sponsor expressly appoints a trustee of the
Successor Entity that possesses the same powers and duties as the Property
Trustee with respect to the Debentures;


                (iii)   the Successor Securities (excluding any securities
substituted for the Common Securities) are listed, quoted or included for
trading, or any Successor Securities will be listed, quoted or included for
trading upon notification of issuance, on any national securities exchange or
with any other organization on which the Preferred Securities are then listed,
quoted or included;

                (iv)    such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities (including
any Successor Securities) or the Debentures to be downgraded by any nationally
recognized statistical rating organization that publishes a rating on the
Preferred Securities or the Debentures;

                (v)     such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders (including the holders of any Successor
Securities) in any material respect (other than with respect to any dilution of
the interests of such Holders or holders, as the case may be, in the Successor
Entity);

                (vi)    the Successor Entity has a purpose substantially
identical to that of the Trust;

                (vii)   prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an opinion
of independent counsel to the Trust experienced in such matters to the effect
that:

                        (A) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including the holders of any
Successor Securities) in any material respect (other than with respect to any
dilution of the interests of such Holders or holders, as the case may be, in the
Successor Entity);

                                       26

<PAGE>

                        (B) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor the Successor
Entity will be required to register as an Investment Company; and

                        (C) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Trust (or the Successor Entity)
will continue to be classified as a grantor trust for United States federal
income tax purposes;

                (viii)  the Sponsor or any permitted successor or assignee of
the Sponsor owns all of the common securities of the Successor Entity and
guarantees the obligations of the Successor Entity under the Successor
Securities at least to the extent provided by the Securities Guarantees; and

                (ix)    there shall have been furnished to the Property Trustee
an Officers' Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent in this Declaration to such transaction have been
satisfied.

           (c)  Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the Successor Entity not to be classified as a grantor
trust for United States federal income tax purposes.

SECTION 3.16    Property Trustee May File Proofs of Claim.
                -----------------------------------------

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

                (a)  to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion of the
liquidation amount as may be specified in the terms of such Securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation,

                                       27

<PAGE>

expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and


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

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

                                   ARTICLE IV

                                     SPONSOR

SECTION 4.1     Sponsor's Purchase of Common Securities.
                ---------------------------------------


        At the Closing Date, pursuant to the Common Securities Subscription
Agreement, the Sponsor will purchase all of the Common Securities then issued by
the Trust, in an amount equal to at least 3% of the total capital of the Trust,
at the same time as the Preferred Securities are issued and sold.

SECTION 4.2     Responsibilities of the Sponsor.
                -------------------------------


        In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in, or
direct the Administrative Trustees to engage in, the following activities:

                (a)  to prepare and file with the Commission the Registration
Statement, including any amendments thereto, and the Prospectus;


                (b)  to determine the states of the United States in which to
take appropriate action to qualify or register for sale all or part of the
Preferred Securities and to do any and all such acts, other than actions which
must be taken by the Trust, and advise the Trust of actions it must take, and
prepare for execution and filing any documents to be executed and filed by the
Trust, as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such states;

                                       28

<PAGE>

                (c)  if deemed necessary or advisable by the Sponsor, to prepare
for filing by the Trust an application to permit the Preferred Securities to
trade or be quoted or listed in or on the New York Stock Exchange, or any other
securities exchange, quotation system or the Nasdaq National Market;

                (d)  to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A, including any amendments thereto, relating
to the registration of the Preferred Securities under Section 12(b) or 12(g) of
the Exchange Act, as the case may be, including any amendments thereto; and

                (e)  to negotiate the terms of, execute, enter into and deliver
the Underwriting Agreement.

SECTION 4.3     Right to Proceed.
                ----------------


           The Sponsor acknowledges the rights of the Holders of Preferred
Securities described in Section 3.8(e) hereof.

SECTION 4.4     Right to Dissolve Trust.
                -----------------------


           The Sponsor will have the right at any time to dissolve the Trust
and, after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holders of Preferred Securities to recognize gain or loss for United States
federal income tax purposes and (ii) all required regulatory approvals.

                                    ARTICLE V

                                    TRUSTEES

SECTION 5.1     Number of Trustees; Appointment of Co-Trustee.
                ---------------------------------------------


           The number of Trustees initially shall be five (5), and:

                (a)  at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

                (b)  after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities;

                                       29

<PAGE>

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is at least 21 years of age and who is a resident of the
State of Delaware or that, if not a natural person, is an entity which has its
principal place of business in the State of Delaware (the "Delaware Trustee");
(2) there shall be at least one Trustee who is an employee or officer of, or is
affiliated with, the Sponsor (an "Administrative Trustee"); and (3) one Trustee
shall be the Property Trustee for so long as this Declaration is required to
qualify as an indenture under the Trust Indenture Act, and such Trustee may also
serve as Delaware Trustee if it meets the applicable requirements.
Notwithstanding the above, unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holders of a Majority in
Liquidation Amount of the Common Securities acting as a class at a meeting of
the Holders of the Common Securities, and the Administrative Trustees shall have
power to appoint one or more Persons either to act as a co-trustee, jointly with
the Property Trustee, of all or any part of the Trust Property, or to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in such capacity any property, title, right or power deemed necessary or
desirable, subject to the provisions of this Declaration, including Sections 5.3
and 13.1 hereof. In case an Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make any such appointment of a
co-trustee and any such co-trustee may be removed in accordance with Section
5.6(iii);

                (c)  at all times the Property Trustee must be (i) a bank as
defined in Section 581 of the Code or (ii) a United States government-owned
agency or United States government-sponsored enterprise; and


                (d)  at all times, each Trustee must be a United States person
as defined in Section 7701(a)(30) of the Code.

SECTION 5.2     Delaware Trustee.
                ----------------

           For so long as required by the Business Trust Act, the Delaware
Trustee shall be:

                (a)  a natural person who is a resident of the State of
Delaware; or

                (b)  if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law,


provided, however, that, if the Property Trustee has its principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

           The initial Delaware Trustee shall be:

                                       30

<PAGE>

             The Bank of New York (Delaware)
             White Clay Center
             Route 273
             Newark, Delaware 19711
             Attn: Corporate Trust Department
             Telephone:
             Telecopier:

SECTION 5.3       Property Trustee; Eligibility.
                  -----------------------------

             (a)  There shall at all times be one Trustee (the "Property
Trustee") which shall act as Property Trustee and which shall:

                  (i)   not be an Affiliate of the Sponsor; and


                  (ii)  be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Commission to
act as an indenture trustee under the Trust Indenture Act, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the supervising or examining authority referred
to above, then for the purposes of this Section 5.3(a)(ii), the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

             (b)  If at any time the Property Trustee shall cease to be eligible
to so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.6(c).

             (c)  If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of (S) 330(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in (S) 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of (S) 310(b) of the Trust Indenture Act.

             (d)  The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first proviso contained in (S) 310 (b) of the Trust Indenture Act.

             (e)  The initial Property Trustee shall be:

                                       31

<PAGE>

               The Bank of New York
               101 Barclay Street, Floor 21 West
               New York, New York 10286
               Attn: Corporate Trust Trustee Administration
               Telephone:  ___________________
               Telecopier: ___________________


SECTION 5.4      Certain Qualifications of Administrative Trustees and Delaware
                 --------------------------------------------------------------
Trustee Generally.
------------------

                Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

SECTION 5.5     Administrative Trustees.
                -----------------------

                The initial Administrative Trustees shall be:

                Gerald H. Lipkin
                Alan D. Eskow
                Jack Blackin

                c/o Valley National Bancorp
                1455 Valley Road
                Wayne, New Jersey 07470
                Telephone:
                Telecopier:

                (a)  Except as otherwise expressly set forth in this Declaration
and except if a meeting of the Administrative Trustees is called with respect to
any matter over which the Administrative Trustees have power to act, any power
of the Administrative Trustees may be exercised by, or with the consent of, any
one such Administrative Trustee.

                (b)  Unless otherwise required by the Business Trust Act or
other applicable law, any Administrative Trustee acting alone is authorized to
execute on behalf of the Trust any documents which the Administrative Trustees
have the power and authority to cause the Trust to execute pursuant to Section
3.6.

                (c)  An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

                                       32

<PAGE>

SECTION 5.6           Appointment, Removal and Resignation of Trustees.
                      ------------------------------------------------

                (a)   Subject to Section 5.6(b) hereof and to Section 6(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:

                      (i)     until the issuance of any Securities, by written
instrument executed by the Sponsor;

                      (ii)    unless an Event of Default shall have occurred and
be continuing after the issuance of any Securities, by vote of the Holders of a
Majority in Liquidation Amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; and

                      (iii)   if an Event of Default shall have occurred and be
continuing after the issuance of the Securities, with respect to the Property
Trustee or the Delaware Trustee, only by vote of Holders of a Majority in
Liquidation Amount of the Preferred Securities voting as a class, and with
respect to the Administrative Trustees, in the manner set forth in Section
5.6(a)(ii) hereof.

                (b)   (i)     The Trustee that acts as Property Trustee shall
not be removed in accordance with Section 5.6(a) until a Successor Property
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Property Trustee and delivered to the
removed Property Trustee, the Administrative Trustees and the Sponsor; and

                      (ii)    the Trustee that acts as Delaware Trustee shall
not be removed in accordance with this Section 5.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 5.2 and
5.4 (a "Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the removed Delaware Trustee, the Property Trustee (if the
removed Delaware Trustee is not also the Property Trustee), the Administrative
Trustees and the Sponsor.

                (c)   A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the other Trustees, the Sponsor and the Trust, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

                      (i)     No such resignation of the Trustee that acts as
the Property Trustee shall be effective:

                              (A)   until a Successor Property Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Property Trustee and

                                       33

<PAGE>

delivered to the Trust, the Sponsor, the Delaware Trustee (if the resigning
Property Trustee is not also the Delaware Trustee) and the resigning Property
Trustee; or

                        (B) until the assets of the Trust have been completely
liquidated and the proceeds thereof distributed to the Holders; and

                  (ii)  no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Delaware Trustee and delivered to the Trust, the Property Trustee (if
the resigning Delaware Trustee is not also the Property Trustee), the Sponsor
and the resigning Delaware Trustee.

              (d) The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Preferred Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.

              (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery of an instrument of resignation or removal,
the Property Trustee or Delaware Trustee resigning or being removed, as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper to
prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be.

              (f) No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

              (g) At the time of resignation or removal of the Property Trustee
or the Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that
may be owed to such Trustee pursuant to Section 10.4.

              (h) Any successor Delaware Trustee shall file an amendment to the
Certificate of Trust with the Secretary of State of the State of Delaware
identifying the name and principal place of business of such Successor Delaware
Trustee in the State of Delaware.

SECTION 5.7       Vacancies among Trustees.
                  ------------------------

              If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 5.l, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the

                                       34

<PAGE>

Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.6.

SECTION 5.8     Effect of Vacancies.
                -------------------


          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, liquidate or annul the Trust or to terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

SECTION 5.9     Meetings.
                --------


          If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that, a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

SECTION 5.10    Delegation of Power.
                -------------------


          (a)   Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; provided that such person
is a United States person as defined in Section 7701(a)(30) of the Code; and

                                       35

<PAGE>

          (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Declaration; provided that
such person is a United States person as defined in Section 7701(a)(30) of the
Code.

SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business.
              -----------------------------------------------------------


          Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be, may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Property
Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of
the Property Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Property Trustee or the Delaware Trustee, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided such Person shall be otherwise
qualified and eligible under this Article and provided further that such Person
shall file an amendment to the Certificate of Trust with the Delaware Secretary
of State as contemplated in Section 5.6(h).

                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1   Distributions.
              -------------


          Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. If and to the extent that the Sponsor
makes a payment of interest (including Compounded Interest and Additional Sums)
and/or principal on the Debentures held by the Property Trustee with respect to
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders in accordance with the terms of
the Securities, subject to Section 9 of Annex I.

SECTION 6.2   Redemption.
              ----------

          The Trust shall redeem the Securities in accordance with the
applicable terms of the relevant Holders' Securities.

                                   ARTICLE VII

                             ISSUANCE OF SECURITIES

                                       36

<PAGE>

SECTION 7.1   General Provisions Regarding Securities.
              ---------------------------------------

          (a) The Administrative Trustees shall, on behalf of the Trust, issue
one class of Trust Originated Preferred Securities(SM)("TOPrS(SM)") representing
undivided preferred beneficial interests in the assets of the Trust having such
terms as are set forth in Annex I and having an aggregate liquidation amount of
$______________ (the "Preferred Securities") and one class of common securities
representing undivided common beneficial interests in the assets of the Trust
having such terms as are set forth in Annex I and having an aggregate
liquidation amount of $______________ (the "Common Securities"). The Trust shall
issue no securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

          (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

          (c) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued and, subject to
the terms of this Declaration, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust and entitled to the benefits of this
Declaration, and the Holders thereof shall be entitled to the benefits of this
Declaration.

          (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2   Execution and Authentication.
              ----------------------------

          (a) Each certificate evidencing the Securities shall be signed on
behalf of the Trust by an Administrative Trustee. In case any Administrative
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Administrative Trustee before the Securities so signed shall be
delivered by the Trust, such Securities nevertheless may be delivered as though
the Person who signed such Securities had not ceased to be such Administrative
Trustee; and any Securities may be signed on behalf of the Trust by such persons
who, at the actual date of execution of such Security, shall be the
Administrative Trustees of the Trust, although at the date of the execution and
delivery of this Declaration any such person was not an Administrative Trustee.

          (b) One Administrative Trustee shall sign each certificate evidencing
the Preferred Securities for the Trust by manual or facsimile signature. Unless
otherwise determined by an Administrative Trustee on behalf of the Trust, an
Administrative Trustee shall sign the Common Securities for the Trust by manual
signature.

          (c) A Preferred Security shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive

                                       37

<PAGE>

evidence that the Preferred Security has been authenticated under this
Declaration. A Common Security shall be valid upon execution by an
Administrative Trustee without any act of the Property Trustee.

          (d) Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities for
original issue. The aggregate number of Preferred Securities outstanding at any
time shall not exceed the number set forth in Annex I hereto except as provided
in Section 7.6.

          (e) The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee hereunder with respect to the Sponsor or an
Affiliate.

SECTION 7.3    Form and Dating.
               ---------------


          Except as otherwise set forth in this Declaration, the Preferred
Securities and Common Securities shall be evidenced by one or more certificates
substantially in the form of Exhibits A-1 and A-2, respectively. The Property
Trustee's certificate of authentication shall be substantially in the form set
forth in Exhibit A-1. Certificates representing the Securities may be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to an Administrative Trustee, as evidenced by the execution thereof.
The Securities may have letters, "CUSIP" or other numbers, notations or other
marks of identification or designation and such legends or endorsements required
by law, stock exchange rule, agreements to which the Trust is subject, if any,
or usage, provided that, any such notation, legend or endorsement is in a form
acceptable to the Administrative Trustees, as evidenced by their execution
thereof. The Trust at the direction of the Sponsor, shall furnish any such
legend not contained in Exhibit A-1 to the Property Trustee in writing. Each
Preferred Security shall be dated the date of its authentication. The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and,
to the extent applicable, the Property Trustee and the Sponsor, by their
execution and delivery of this Declaration, expressly agree to such terms and
provisions and to be bound thereby.

          Preferred Securities offered and sold as provided in the Underwriting
Agreement shall be issued in the form of a single permanent global Preferred
Security in definitive, fully registered form without distribution coupons and
with the legends set forth in Exhibit A-1 hereto (the "Global Preferred
Security"), which shall be deposited on behalf of the purchasers represented
thereby with the Property Trustee, at its Corporate Trust Office, as custodian
for the Clearing Agency, and registered in the name of the Clearing Agency or a
nominee of the Clearing Agency, duly executed by the Trust and authenticated by
the Property Trustee as hereinafter provided. The number of Preferred Securities
represented by the Global Preferred

                                       38

<PAGE>

Security may from time to time be increased or decreased by adjustments made on
the records of the Property Trustee and the Clearing Agency or its nominee as
hereinafter provided.

          An Administrative Trustee shall execute and the Property Trustee
shall, in accordance with this Section 7.3, authenticate and make available for
delivery initially a single Global Preferred Security that (i) shall be
registered in the name of Cede & Co. or other nominee of such Clearing Agency,
and (ii) shall be delivered by the Property Trustee to such Clearing Agency or
pursuant to such Clearing Agency's written instructions or, if no such written
instructions are received by the Property Trustee, held by the Property Trustee
as custodian for the Clearing Agency.

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Declaration with respect to the Global Preferred
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Preferred Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Preferred Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the rights
of a holder of a beneficial interest in the Global Preferred Security.

          Except as provided in Section 7.9 or 9.2(e), owners of beneficial
interests in the Global Preferred Security will not be entitled to receive
physical delivery of certificated Preferred Securities ("Definitive Preferred
Securities").

SECTION 7.4    Registrar and Paying Agent.
               --------------------------

          The Trust shall maintain in Wilmington, Delaware (i) an office or
agency where Preferred Securities may be presented for registration of transfer
("Registrar"), and (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Preferred Securities and of their transfer. The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar and the term "Paying
Agent" includes any additional paying agent. The Trust may change any Paying
Agent, Registrar or co-registrar without prior notice to any Holder. The Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written notice
to the Property Trustee, the Administrative Trustees and the Sponsor. The Trust
shall notify the Property Trustee of the name and address of any Agent not a
party to this Declaration. If the Trust fails to appoint or maintain another
entity as Registrar or Paying Agent, the Property Trustee shall act as such. The
Trust or any of its Affiliates may act as Paying Agent or Registrar. The Trust
shall act as Paying Agent and Registrar for the Common Securities.

                                       39

<PAGE>

          The Trust initially appoints the Property Trustee as Registrar and
Paying Agent for the Preferred Securities.

SECTION 7.5    Paying Agent to Hold Money in Trust.
               -----------------------------------

          The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions, and will notify the
Property Trustee if there are insufficient funds for such purpose. While any
such insufficiency continues, the Property Trustee may require a Paying Agent to
pay all money held by it to the Property Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Property Trustee and
to account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money. If the Trust or the Sponsor or an
Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

SECTION 7.6    Replacement Securities.
               ----------------------


          If a Holder claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall authenticate and make available for delivery a replacement
Security if the Property Trustee's requirements are met. An indemnity bond must
be provided by the Holder which, in the judgment of the Property Trustee, is
sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Trust may charge such Holder for its expenses in replacing a Security.

SECTION 7.7    Outstanding Preferred Securities.
               --------------------------------


          The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

          If a Preferred Security is replaced pursuant to Section 7.6 hereof, it
ceases to be outstanding unless the Property Trustee receives proof satisfactory
to it that the replaced Preferred Security is held by a bona fide purchaser.

          If Preferred Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

          A Preferred Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

                                       40

<PAGE>

SECTION 7.8   Preferred Securities in Treasury.
              --------------------------------


          In determining whether the Holders of the required amount of
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Securities
which the Property Trustee actually knows are so owned shall be so disregarded.

SECTION 7.9   Temporary Securities.
              --------------------


          (a) Until Definitive Preferred Securities are ready for delivery, the
Trust may prepare and, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Preferred Securities but may have
variations that the Trust considers appropriate for temporary Securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Preferred Securities in exchange for temporary Securities.

          (b) The Global Preferred Security deposited with the Clearing Agency
or with the Property Trustee as custodian for the Clearing Agency pursuant to
Section 7.3 shall be transferred to the beneficial owners thereof in the form of
Definitive Preferred Securities only if such transfer complies with Section 9.2.

          (c) Any Global Preferred Security that is transferable to the
beneficial owners thereof in the form of Definitive Preferred Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to the
Property Trustee to be so transferred, in whole or from time to time in part,
without charge, and the Property Trustee shall authenticate and make available
for delivery, upon such transfer of each portion of such Global Preferred
Security, an equal aggregate liquidation amount of Preferred Securities of
authorized denominations in the form of Definitive Preferred Securities. Any
portion of the Global Preferred Security transferred pursuant to this Section
shall be registered in such names as the Clearing Agency shall direct.

          (d) Subject to the provisions of Section 7.9(c), the Holder of the
Global Preferred Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this Declaration
or the Securities.

          (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Preferred Securities in fully registered form
without distribution coupons.

                                       41

<PAGE>

SECTION 7.10   Cancellation.
               ------------

          The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Property Trustee any Preferred Securities surrendered to them for registration
of transfer, redemption, or payment. The Property Trustee shall promptly cancel
all Preferred Securities surrendered for registration of transfer, redemption,
payment, replacement or cancellation and shall dispose of canceled Preferred
Securities in accordance with its customary procedures unless the Trust
otherwise directs. The Trust may not issue new Preferred Securities to replace
Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation or that any holder has exchanged.

SECTION 7.11   CUSIP Numbers.
               -------------

          The Trust in issuing the Preferred Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Preferred
Securities; provided, that, any such notice may state that no representation is
            --------  ----
made as to the correctness of such numbers either as printed on the Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Preferred
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                  ARTICLE VIII

                              DISSOLUTION OF TRUST

SECTION 8.1    Dissolution of Trust.
               --------------------

          (a)  The Trust shall automatically dissolve:


               (i)   upon any event specified in Section 5.1(d) or (e) of the
Indenture;


               (ii)  upon the filing of a certificate of dissolution or
liquidation or its equivalent with respect to the Sponsor; or the revocation of
the Sponsor's charter and the expiration of 90 days after the date of revocation
without a reinstatement thereof;


               (iii) upon receipt by the Property Trustee of written notice from
the Sponsor directing the Property Trustee to dissolve the Trust (which
direction is optional, and except as otherwise expressly provided below, within
the discretion of the Sponsor) and distribute a Like Amount of the Debentures to
the Holders, and provided, further, that such direction and such distribution is
conditioned on (a) the receipt by the Sponsor of any and all required regulatory
approvals, and (b) the Sponsor's receipt and delivery to the Administrative

                                       42

<PAGE>

Trustees of an opinion of independent tax counsel experienced in such matters,
which opinion may rely on public or private rulings of the Internal Revenue
Service, to the effect that the Holders of the Preferred Securities will not
recognize any gain or loss for United States federal income tax purposes as a
result of the dissolution of the Trust and the distribution of Debentures;

               (iv)  upon the entry of a decree of judicial dissolution of the
Trust by a court of competent jurisdiction;


               (v)   when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been paid
to the Holders in accordance with the terms of the Securities;


               (vi)  upon the redemption or repayment of the Debentures or at
such time as no Debentures are outstanding; or


               (vii) the expiration of the term of the Trust provided in Section
3.14.


          (b)  As soon as is practicable upon completion of winding up of the
Trust following the occurrence of an event referred to in Section 8.1(a) and the
satisfaction of creditors of the Trust in accordance with applicable law, the
Administrative Trustees shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

          (c)  The provisions of Section 3.9 and Article X shall survive the
dissolution and termination of the Trust.

                                   ARTICLE IX

                              TRANSFER OF INTERESTS

SECTION 9.1          Transfer of Securities.
                     ----------------------


          (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
accordance with the terms of the Securities. To the fullest extent permitted by
law, any transfer or purported transfer of any Security not made in accordance
with this Declaration shall be null and void.

          (b)  Subject to this Article IX, Preferred Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

                                       43

<PAGE>

               (c) For so long as the Securities remain outstanding, the Sponsor
agrees (i) not to transfer ownership of the Common Securities of the Trust,
provided that any permitted successor of the Sponsor under the Indenture may
succeed to the Sponsor's ownership of the Common Securities, (ii) not to cause,
as Sponsor of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up or liquidation of the Trust, except as provided in this
Declaration and (iii) to use its best efforts to cause the Trust (a) to remain a
business trust, except in connection with the distribution of Debentures to the
Holders in liquidation of the Trust, the redemption of all of the Securities, or
certain mergers, consolidations or amalgamations, each as permitted by this
Declaration, (b) not to be an Investment Company for purposes of the Investment
Company Act, and (c) to otherwise continue to be classified as a grantor trust
for United States federal income tax purposes.

               (d) The Registrar shall provide for the registration of Preferred
Securities and of the transfer of Preferred Securities, which will be effected
without charge but only upon payment in respect of any tax or other governmental
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Preferred Securities, an Administrative Trustee shall cause
one or more new Preferred Securities to be issued in the name of the designated
transferee or transferees. Every Preferred Security surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the Holder or such Holder's
attorney duly authorized in writing. Each Preferred Security surrendered for
registration of transfer shall be delivered to the Registrar and canceled in
accordance with Section 7.10. A transferee of a Preferred Security shall be
entitled to the rights and subject to the obligations of a Holder hereunder upon
the receipt by such transferee of a Preferred Security. By acceptance of a
Preferred Security or any interest therein, each transferee shall be deemed to
have agreed to be bound by this Declaration.

SECTION 9.2    Transfer Procedures and Restrictions.
               ------------------------------------


          (a)  When Definitive Preferred Securities are presented to the
Registrar or co-registrar:


               (x)  to register the transfer of such Definitive Preferred
Securities; or


               (y) to exchange such Definitive Preferred Securities which became
mutilated, destroyed, defaced, stolen or lost, for an equal number of Definitive
Preferred Securities, the Registrar or co-registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Definitive Preferred Securities
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Registrar or co-registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.

                                       44

<PAGE>

               (b) A Definitive Preferred Security may not be exchanged for a
beneficial interest in the Global Preferred Security except upon satisfaction of
the requirements set forth below. Upon receipt by the Property Trustee of a
Definitive Preferred Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Property Trustee, together
with written instructions directing the Property Trustee to make, or to direct
the Clearing Agency to make, an adjustment on its books and records with respect
to the Global Preferred Security to reflect an increase in the number of the
Preferred Securities represented by such Global Preferred Security, then the
Property Trustee shall cancel such Definitive Preferred Security and cause, or
direct the Clearing Agency to cause, the aggregate number of Preferred
Securities represented by the Global Preferred Security to be increased
accordingly. If the Global Preferred Security is not then outstanding, an
Administrative Trustee on behalf of the Trust may issue and the Property Trustee
may authenticate, upon written order of any Administrative Trustee, a new Global
Preferred Security representing an appropriate number of Preferred Securities.

               (c) The transfer and exchange of the Global Preferred Security or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with this Declaration (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Clearing Agency therefor.

               (d) Notwithstanding any other provisions of this Declaration
(other than the provisions set forth in subsection (e) of this Section 9.2), the
Global Preferred Security may not be transferred as a whole except by the
Clearing Agency to a nominee of the Clearing Agency or another nominee of the
Clearing Agency or by the Clearing Agency or any such nominee to a successor
Clearing Agency or a nominee of such successor Clearing Agency.

               (e) If at any time: (i) a Default or an Event of Default has
occurred and is continuing, (ii) the Trust, in its sole discretion, notifies the
Property Trustee in writing that it elects to cause the issuance of Definitive
Preferred Securities under this Declaration, or (iii) the Clearing Agency
notifies the Sponsor that it is unwilling or unable to continue as Clearing
Agency for such Global Preferred Security or if at any time such Clearing Agency
ceases to be a "clearing agency" registered under the Exchange Act, and, in each
case, a clearing agency is not appointed by the Sponsor within 90 days of
receipt of such notice or of becoming aware of such condition, then an
Administrative Trustee on behalf of the Trust will execute, and the Property
Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the authentication and delivery of Definitive
Preferred Securities to the Persons designated by the Trust, will authenticate
and make available for delivery Definitive Preferred Securities, equal in number
to the number of Preferred Securities represented by the Global Preferred
Security, in exchange for such Global Preferred Security.

               (f) At such time as all beneficial interests in the Global
Preferred Security have either been exchanged for Definitive Preferred
Securities to the extent permitted by this Declaration or redeemed, repurchased
or canceled in accordance with the terms of this Declaration, such Global
Preferred Security shall be returned to the Clearing Agency for cancellation or
retained and canceled by the Property Trustee. At any time prior to such

                                       45

<PAGE>

cancellation, if any beneficial interest in the Global Preferred Security is
exchanged for Definitive Preferred Securities, Preferred Securities represented
by such Global Preferred Security shall be reduced and an adjustment shall be
made on the books and records of the Property Trustee and the Clearing Agency or
its nominee to reflect such reduction.

          (g) (i)   To permit registrations of transfers and exchanges, the
Trust shall execute and the Property Trustee shall authenticate Definitive
Preferred Securities and the Global Preferred Security at the Registrar's or
co-registrar's request in accordance with the terms of this Declaration.

              (ii)  Registrations of transfers or exchanges will be effected
without charge, but only upon payment in respect of any tax or other
governmental charge that may be imposed in relation to it.


              (iii) The Registrar or co-registrar shall not be required to
register the transfer of or exchange of (a) Preferred Securities during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption or any notice of selection of Preferred Securities for
redemption and ending at the close of business on the day of such mailing or (b)
any Preferred Security so selected for redemption in whole or in part, except
the unredeemed portion of any Preferred Security being redeemed in part.

              (iv)  Prior to the due presentation for registration of transfer
of any Preferred Security, the Trust, the Property Trustee, the Paying Agent,
the Registrar or any co-registrar may deem and treat the Person in whose name a
Preferred Security is registered as the absolute owner of such Preferred
Security for the purpose of receiving Distributions on such Preferred Security
and for all other purposes whatsoever, and none of the Trust, the Property
Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected
by notice to the contrary.

              (v)   All Preferred Securities issued upon any registration of
transfer or exchange pursuant to the terms of this Declaration shall evidence
the same security and shall be entitled to the same benefits under this
Declaration as the Preferred Securities surrendered upon such registration of
transfer or exchange.

                                       46

<PAGE>

        (h)  (i)   The Property Trustee shall have no responsibility or
obligation to any Preferred Security Beneficial Owner, a Participant in the
Clearing Agency or other Person with respect to the accuracy of the records of
the Clearing Agency or its nominee or of any Participant thereof, with respect
to any ownership interest in the Preferred Securities or with respect to the
delivery to any Participant, beneficial owner or other Person (other than the
Clearing Agency) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Preferred Securities. All
notices and communications to be given to the Holders and all payments to be
made to Holders under the Preferred Securities shall be given or made only to or
upon the order of the registered Holders (which shall be the Clearing Agency or
its nominee in the case of the Global Preferred Security).

             The rights of Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency subject to the applicable rules and
procedures of the Clearing Agency. The Property Trustee may conclusively rely
and shall be fully protected in relying upon information furnished by the
Clearing Agency or any agent thereof with respect to its Participants and any
Preferred Security Beneficial Owners.

             (ii)  The Property Trustee and the Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Declaration or under applicable law
with respect to any transfer of any interest in any Preferred Security
(including any transfers between or among Clearing Agency Participants or
Preferred Security Beneficial Owners) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Declaration,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

             (iii) Minimum Transfers. Preferred Securities may only be
transferred in minimum denominations of $25.00 and multiples of $25.00 in excess
thereof.

SECTION 9.3  Book-Entry Interests.
             --------------------

        The Global Preferred Security shall initially be registered on the books
and records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency and no Preferred Security Beneficial Owner will receive physical delivery
of a definitive Preferred Security certificate (a "Preferred Security
Certificate") representing such Preferred Security Beneficial Owner's interests
in such Global Preferred Security, except as provided in Section 9.2 and Section
7.9. Unless and until Definitive Preferred Securities have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.2 or Section 7.9:

             (a)   the provisions of this Section 9.3 shall be in full force
and effect;


             (b)   the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Preferred Security and receiving approvals, votes or
consents hereunder) as the sole

                                       47

<PAGE>

Holder of the Global Preferred Security and shall have no obligation to the
Preferred Security Beneficial Owners;


                (c)      to the extent that the provisions of this Section 9.3
conflict with any other provisions of this Declaration, the provisions of this
Section 9.3 shall control; and


                (d)      the rights of the Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants, and the Clearing Agency shall receive and transmit payments of
Distributions on the Global Preferred Security to such Clearing Agency
Participants; provided, however, that solely for the purposes of determining
              --------  -------
whether the Holders of the requisite amount of Preferred Securities have voted
on any matter provided for in this Declaration, the Trustees, with respect to
the Global Preferred Security, may conclusively rely on, and shall be protected
in relying on, any written instrument (including a proxy) delivered to the
Trustees by the Clearing Agency setting forth the Preferred Security Beneficial
Owners' votes or assigning the right to vote on any matter to any other Persons
either in whole or in part; and the Clearing Agency will also make book-entry
transfers among the Clearing Agency Participants.

SECTION 9.4     Notices to Clearing Agency.
                --------------------------


              Whenever a notice or other communication to the Preferred
Security Holders is required to be given by a Trustee under this Declaration,
such Trustee shall give all such notices and communications specified herein to
be given to the Holder of the Global Preferred Security to the Clearing Agency
and shall have no notice obligations to the Preferred Security Beneficial
Owners.

SECTION 9.5     Appointment of Successor Clearing Agency.
                ----------------------------------------


         If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Preferred Securities.

                                    ARTICLE X

                LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

SECTION 10.1    Liability.
                ---------

         (a)  Except as expressly set forth in this Declaration, the Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

                                       48

<PAGE>

                  (i)  personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders which shall be made
solely from assets of the Trust; and


                  (ii) required to pay to the Trust or to any Holder any deficit
upon dissolution of the Trust or otherwise.


              (b) The Sponsor shall be liable for all of the debts and
obligations of the Trust (other than in respect of the Securities) to the extent
not satisfied out of the Trust's assets.

              (c) Pursuant to (S) 3803(a) of the Business Trust Act, the
Holders shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

SECTION 10.2      Exculpation.
                  -----------

              (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (or in
the case of the Property Trustee, negligence) or willful misconduct with respect
to such acts or omissions.

              (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

SECTION 10.3      Fiduciary Duty.
                  --------------

             (a)  To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

                                       49

<PAGE>

             (b)  Unless otherwise expressly provided herein:

                  (i)   whenever a conflict of interest exists or arises between
any Covered Person and any Indemnified Person, or

                  (ii)  whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person shall act in
a manner that is, or provides terms that are, fair and reasonable to the Trust
or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

             (c)  Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                  (i)   in its "discretion" or under a grant of similar
authority, the Indemnified Person shall be entitled to consider such interests
and factors as it desires, including its own interests, and shall have no duty
or obligation to give any consideration to any interest of or factors affecting
the Trust or any other Person; or

                  (ii)  in its "good faith" or under another express standard,
the Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or by
applicable law.

SECTION 10.4      Indemnification.
                  ---------------


             (a)  (i)   The Sponsor shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person, against expenses (including
attorneys' fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner

                                       50

<PAGE>

which he reasonably believed to be in or not opposed to the best interests of
the Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                   (ii)   The Sponsor shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees and expenses) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Trust unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such Person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

                   (iii)  To the extent that a Company Indemnified Person shall
be successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of liability)
in defense of any action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a), or in defense of any claim, issue or matter
therein, he or she shall be indemnified by the Sponsor, to the full extent
permitted by law, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

                   (iv)   Any indemnification under paragraphs (i) and (ii) of
this Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor
only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
paragraphs (i) and (ii). Such determination shall be made (1) by the
Administrative Trustees by a majority vote of a Quorum consisting of such
Administrative Trustees who were not parties to such action, suit or proceeding,
(2) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion, or (3) by the Common Security Holder of the Trust.

                   (v)    Expenses (including attorneys' fees and expenses)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Company Indemnified Person to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the Sponsor as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
determination is reasonably and promptly made (i) by the

                                       51

<PAGE>

Administrative Trustees by a majority vote of a Quorum of disinterested
Administrative Trustees, (ii) if such a Quorum is not obtainable, or, even if
obtainable, if a Quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (iii) by the Common Security
Holder of the Trust, that, based upon the facts known to the Administrative
Trustees, counsel or the Common Security Holder at the time such determination
is made, such Company Indemnified Person acted in bad faith or in a manner that
the Common Security Holder did not believe to be in, or believed was opposed to,
the best interests of the Trust, or, with respect to any criminal proceeding,
that such Company Indemnified Person believed or had reasonable cause to believe
his or her conduct was unlawful. In no event shall any advance be made in
instances where the Administrative Trustees, independent legal counsel or Common
Security Holder reasonably determine that a Company Indemnified Person
deliberately breached his or her duty to the Trust or its Common or Preferred
Security Holders.

                (vi)   The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall
not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors of the Sponsor or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Sponsor and each Company Indemnified Person
who serves in such capacity at any time while this Section 10.4(a) is in effect.
Any repeal or modification of this Section 10.4(a) shall not affect any rights
or obligations then existing.

                (vii)  The Sponsor or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Sponsor would have the power to indemnify him or her against such liability
under the provisions of this Section 10.4(a).

                (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
or she would have with respect to such constituent entity if its separate
existence had continued.

                (ix)   The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise
provided when authorized or ratified, continue as to a Person who has ceased to
be a Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a Person.

                                       52

<PAGE>

           (b)    The Sponsor agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv), including the Property Trustee and the Delaware Trustee in their
respective individual capacities, being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, liability, damage, action, suit, claim or expense including
taxes (other than taxes based on the income of such Fiduciary Indemnified
Person) of any kind and nature whatsoever incurred without negligence (or gross
negligence on the part of the Delaware Trustee) or bad faith on the part of such
Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
against or investigating any claim or liability in connection with the exercise
or performance of any of the powers or duties of such Fiduciary Indemnified
Person hereunder. The obligation to indemnify as set forth in this Section
10.4(b) shall survive the resignation or removal of the Property Trustee or the
Delaware Trustee and the satisfaction and discharge of this Declaration.

           (c)    The Sponsor agrees to pay the Property Trustee and the
Delaware Trustee, from time to time, such compensation for all services rendered
by the Property Trustee and the Delaware Trustee hereunder as may be mutually
agreed upon in writing by the Sponsor and the Property Trustee or the Delaware
Trustee, as the case may be, and, except as otherwise expressly provided herein,
to reimburse the Property Trustee and the Delaware Trustee upon its or their
request for all reasonable expenses (including legal fees and expenses),
disbursements and advances incurred or made by the Property Trustee or the
Delaware Trustee, as the case may be, in accordance with the provisions of this
Declaration, except any such expense, disbursement or advance as may be
attributable to its or their negligence (or gross negligence on the part of the
Delaware Trustee) or bad faith.

SECTION 10.5      Outside Businesses.
                  ------------------


           Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Trust,
shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the
Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or
                                       53

<PAGE>

act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

                                   ARTICLE XI

                                   ACCOUNTING

SECTION 11.1      Fiscal Year.
                  -----------

           The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

SECTION 11.2      Certain Accounting Matters.
                  --------------------------

           (a)    At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrative Trustees.

           (b)    The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Administrative Trustees shall endeavor to
deliver all such information statements within 30 days after the end of each
Fiscal Year of the Trust.

           (c)    The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

SECTION 11.3      Banking.
                  -------

           The Trust may maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for

                                       54

<PAGE>

such accounts shall be designated by the Administrative Trustees; provided,
however, that the Property Trustee shall designate the signatories for the
Property Trustee Account.

SECTION 11.4      Withholding.
                  -----------

             The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall cause
to be filed required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to Distributions or allocations to any Holder, the amount
withheld shall be deemed to be a Distribution in the amount of the withholding
to the Holder. In the event of any claim of excess withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII

                             AMENDMENTS AND MEETINGS

SECTION 12.1      Amendments.
                  ----------

             (a)  Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                  (i)    the Sponsor and the Administrative Trustees (or, if
there are more than two Administrative Trustees, a majority of the
Administrative Trustees);


                  (ii)   if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee; and

                  (iii)  if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee.


             (b)  No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                                       55

<PAGE>

                    (i)    unless, in the case of any proposed amendment, the
Property Trustee shall have first received an Officers' Certificate from each of
the Trust and the Sponsor that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Securities);

                    (ii)   unless, in the case of any proposed amendment which
affects the rights, powers, duties, obligations or immunities of the Property
Trustee, the Property Trustee shall have first received:

                           (A)     an Officers' Certificate from each of the
Trust and the Sponsor that such amendment is permitted by, and conforms to, the
terms of this Declaration (including the terms of the Securities); and

                           (B)     an Opinion of Counsel (who may be counsel to
the Sponsor or the Trust) that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Securities) and that
all conditions precedent to the execution and delivery of such amendment have
been satisfied;

provided, however, that the Property Trustee shall not be required to sign any
such amendment; and

                    (iii)  to the extent the result of such amendment would be
to:

                           (A)     cause the Trust to fail to continue to be
classified for purposes of United States federal income taxation as a  grantor
trust;

                           (B)     reduce or otherwise adversely affect the
powers of the Property Trustee in contravention of the Trust Indenture Act; or

                           (C)     cause the Trust to be deemed to be an
Investment Company required to be registered under the Investment Company Act.


             (c)    At such time after the Trust has issued any Securities that
remain outstanding, the Declaration may also be amended by the Trustees and the
Sponsor with

                    (i)    the consent of Holders representing a Majority in
Liquidation Amount of all outstanding Securities, and

                    (ii)   receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment will not affect the Trust's status as
a grantor trust for United States federal income tax purposes or the Trust's
exemption from status as an Investment Company under the Investment Company Act;

                                       56

<PAGE>

provided, however, that, without the consent of each Holder of Trust Securities
affected thereby, the Declaration may not be amended to


               (i)   change the amount or timing of any Distribution on, or the
payment required to be made in respect of, the Trust Securities as of a
specified date or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date;

               (ii)  change any prepayment provisions; or


               (iii) restrict the right of a Holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date;


           (d) Section 10.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders;


           (e) Article Four shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities;


           (f) The rights of the Holders of the Common Securities under Article
V to increase or decrease the number of, and appoint and remove Trustees shall
not be amended without the consent of the Holders of a Majority in Liquidation
Amount of the Common Securities; and

           (g) Notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders to:


               (i)   cure any ambiguity, correct or supplement any provision in
this Declaration that may be inconsistent with any other provision of this
Declaration or to make any other provisions with respect to matters or questions
arising under this Declaration which shall not be inconsistent with the other
provisions of the Declaration; and

               (ii)  to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Securities are outstanding or to ensure that the Trust
will not be required to register as an Investment Company under the Investment
Company Act;

provided, however, that in each clause above, such action shall not adversely
affect in any material respect the interests of the Holders, and any such
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

                                       57

<PAGE>

SECTION 12.2   Meetings of the Holders; Action by Written Consent.
               --------------------------------------------------

          (a)  Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more notices in writing stating that the signing Holders wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders calling a meeting shall specify in writing the Preferred
Security Certificates held by the Holders exercising the right to call a meeting
and only those Securities specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.

          (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:


               (i)  notice of any such meeting shall be given to all the Holders
having a right to vote thereat at least seven days and not more than 60 days
before the date of such meeting. Whenever a vote, consent or approval of the
Holders is permitted or required under this Declaration or the rules of any
stock exchange on which the Preferred Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders; any action that may be taken at a meeting of the Holders may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by the Holders owning not less than the minimum amount of Securities in
liquidation amount that would be necessary to authorize or take such action at a
meeting at which all Holders having a right to vote thereon were present and
voting; prompt notice of the taking of action without a meeting shall be given
to the Holders entitled to vote who have not consented in writing; and the
Administrative Trustees may specify that any written ballot submitted to the
Security Holder for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Administrative Trustees;

               (ii) each Holder may authorize any Person to act for it by proxy
on all matters in which a Holder is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting; no proxy shall
be valid after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy; every proxy shall be revocable at the pleasure
of the Holder executing it; and, except as otherwise provided herein, all
matters relating to the giving, voting or validity of proxies shall be governed
by the General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder, as if the Trust were a Delaware corporation
and the Holders were stockholders of a Delaware corporation;

                                       58

<PAGE>

               (iii) each meeting of the Holders shall be conducted by the
Administrative Trustees or by such other Person that the Administrative Trustees
may designate; and


               (iv)  unless the Business Trust Act, this Declaration, the terms
of the Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading, otherwise
provides, the Administrative Trustees, in their sole discretion, shall establish
all other provisions relating to meetings of Holders, including notice of the
time, place or purpose of any meeting at which any matter is to be voted on by
any Holders, waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.

                                  ARTICLE XIII

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Property Trustee.
               --------------------------------------------------


          The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

               (a)   the Property Trustee is a New York banking corporation, a
national banking association or a bank or trust company, duly organized, validly
existing and in good standing under the laws of the United States or the State
of New York, as the case may be, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
this Declaration;

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

               (c)   the execution, delivery and performance of this Declaration
by the Property Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Property Trustee;

                                       59

<PAGE>

               (d) no consent, approval or authorization of, or registration
with or notice to, any federal or state banking authority governing the trust
powers of the Property Trustee is required for the execution, delivery or
performance by the Property Trustee of this Declaration; and

               (e) the Property Trustee satisfies the requirements set forth in
Section 5.3(a).

SECTION 13.2   Representations and Warranties of Delaware Trustee.
               --------------------------------------------------

          The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

               (a) the Delaware Trustee is a Delaware banking corporation, a
national banking association or a bank or trust company, duly organized, validly
existing and in good standing under the laws of the United States or the State
of Delaware, as the case may be, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
this Declaration;

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

               (c) the execution, delivery and performance of this Declaration
by the Delaware Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Delaware Trustee; and

               (d) no consent, approval or authorization of, or registration
with or notice to, any federal or Delaware banking authority governing the trust
powers of the Delaware Trustee is required for the execution, delivery or
performance by the Delaware Trustee of this Declaration; and

               (e) the Delaware Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware, and is a Person that
satisfies for the Trust Section 3807(a) of the Business Trust Act.

                                       60

<PAGE>

                                   ARTICLE XIV

                                  MISCELLANEOUS

SECTION 14.1   Notices.
               -------

          All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy, as
follows:

               (a) if given to the Trust, in care of the Administrative Trustees
at the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Property Trustee, the Delaware Trustee and the
Holders):

          VNB Capital Trust I
          c/o Valley National Bancorp
          1455 Valley Road
          Wayne, New Jersey 07470
          Attention: Alan D. Eskow
          Telephone: (973) 305-4003
          Telecopier: (973) 305-8415

               (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Holders):

          The Bank of New York (Delaware)
          White Clay Center
          P.O. Box 6973
          Route 273
          Newark, Delaware 19711
          Attention: Corporate Trust Department
          Telephone:
          Telecopier:

               (c) if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Holders):

          The Bank of New York
          101 Barclay Street, Floor 21 West
          New York, New York 10286
          Attention: Corporate Trust Administration
          Telephone:
          Telecopier:

                                       61

<PAGE>

               (d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice to the Trust):

          Valley National Bancorp
          1455 Valley Road
          Wayne, New Jersey 07470
          Attention: Alan D. Eskow
          Telephone: (973) 305-4003
          Telecopier: (973) 305-8415

               (e) if given to any other Holder, at the address set forth on the
books and records of the Trust.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 14.2   Governing Law.
               -------------

          This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflicts of laws of the State of Delaware or any other
jurisdiction that would call for the application of the law of any jurisdiction
other than the State of Delaware; provided, however, that there shall not be
applicable to the parties hereunder or this Declaration any provision of the
laws (statutory or common) of the State of Delaware pertaining to trust that
relate to or regulate, in a manner inconsistent with the terms hereof (except as
mandated by the Business Trust Act) (A) the filing with any court or
governmental body or agency of Trustee accounts or schedule of Trustee fees and
charges, (B) affirmative requirements to post bonds for Trustees, officers,
agents or employees of a trust, (C) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real
or personal property, (D) fees or other sums payable to Trustees, officers,
agents or employees of a trust, (E) the allocation of receipts and expenditures
to income or principal, (F) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding or investing Trust assets or (G)
the establishment of fiduciary or other standards of responsibility or
limitations on the acts or powers of trustees that are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees hereunder
as set forth or referenced in this Declaration. Section 3540 of Title 12 of the
Delaware Code shall not apply to the Trust.

                                       62

<PAGE>

SECTION 14.3   Intention of the Parties.
               ------------------------

          It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

SECTION 14.4   Headings
               --------

          Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.5   Successors and Assigns.
               ----------------------

          Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION 14.6   Partial Enforceability
               ----------------------

          If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 14.7   Counterparts
               ------------

          This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one or more of such counterpart signature
pages. All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had
signed a single signature page.

                                       63

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                           _________________________________

                                           as Administrative Trustee


                                           _________________________________

                                           as Administrative Trustee


                                           _________________________________

                                           as Administrative Trustee



                                           THE BANK OF NEW YORK (DELAWARE)
                                           as Delaware Trustee

                                           By:______________________________
                                           Name:
                                           Title:

                                           THE BANK OF NEW YORK
                                           as Property Trustee

                                           By:______________________________
                                           Name:
                                           Title:

                                           VALLEY NATIONAL BANCORP,
                                           as Sponsor

                                           By:__________________________________
                                           Name:  Alan D. Eskow
                                           Title: Executive Vice President,
                                                  Chief Financial Officer

                                       64

<PAGE>


                                     ANNEX I

         TERMS OF _____% PREFERRED SECURITIES, ______% COMMON SECURITIES

                   Pursuant to Section 7.1 of the Amended and Restated
Declaration, dated as of October __, 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration, the Indenture or, if not defined in such Declaration or Indenture,
as defined in the Registration Statement referred to below in Section 2(c) of
this Annex I):

                  1.  Designation and Number.
                      ----------------------


                  (a) Preferred Securities. ______% Preferred Securities of the
                      --------------------
Trust, with an aggregate liquidation amount with respect to the assets of the
Trust of _______________ Dollars ($________) and with a liquidation amount with
respect to the assets of the Trust of Twenty Five Dollars ($25) (the
"Liquidation Amount") per security, are hereby designated for the purposes of
identification only as "_____% Trust Originated Preferred Securities/SM/
("TOPrS/SM/") (the "Preferred Securities"). The certificates evidencing the
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any exchange or quotation system on or in which the Preferred Securities are
listed, traded or quoted.

                  (b) Common Securities. ______ Common Securities of the Trust
                      -----------------
with an aggregate liquidation amount with respect to the assets of the Trust of
__________________ Dollars ($_______) and a liquidation amount with respect to
the assets of the Trust of Twenty Five Dollars ($25) per security, are hereby
designated for the purposes of identification only as "_____% Common Securities"
(the "Common Securities"). The certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

                  2.  Distributions.
                      -------------

(a) Distributions on each Security will be payable at a fixed rate per annum of
_____% (the "Coupon Rate") of the liquidation amount of $25 per Security, such
rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. Interest on Debentures in arrears for more than one quarterly
period will accrue additional interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law) and as a result,
Distributions in arrears will accumulate additional Distributions. The term
"Distributions" as used herein, includes distributions of any and all such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made with respect to the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor.


_____________
/SM/ "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.

                                       I-1

<PAGE>

                  (b) As an undivided ownership interest in the Debentures,
Distributions on the Securities will be cumulative, will accumulate from the
most recent date to which Distributions have been paid or, if no Distributions
have been paid, from October __, 2001 and will be payable quarterly in arrears
on March 15th, June 15th, September 15th and December 15th of each year,
commencing December 15, 2001 (each, a "Distribution Date"), except as otherwise
described below. Distributions will be computed on the basis of a 360-day year
comprised of twelve 30 day months. Distributions payable for any period shorter
than a full quarterly period will be computed on the basis of a 30-day month
and, for periods of less than a month, the actual number of days elapsed per
30-day month. As long as no Event of Default has occurred and is continuing
under the Indenture, the Sponsor has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
quarterly periods, including the first such quarterly period during such period
(each an "Extension Period"), during which Extension Period no interest shall be
due and payable on the Debentures, provided, that no Extension Period shall end
on a date other than an Interest Payment Date for the Debentures or extend
beyond the Maturity Date of the Debentures. As a consequence of such deferral,
interest in the Debentures will continue to accrue, and, as a result,
Distributions will also be deferred. Notwithstanding such deferral, interest on
the Debentures will continue to accrue, and, as a result, Distributions will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded
quarterly during any such Extension Period. Prior to the termination of any such
Extension Period, the Sponsor may further defer payments of interest by further
extending such Extension Period, provided that such extension does not cause
such Extension Period, together with all such previous and further extensions
within such Extension Period, to exceed 20 consecutive quarterly periods,
including the first quarterly period during such Extension Period, end on a date
other than an Interest Payment Date for the Debentures or extend beyond the
Maturity Date of the Debentures. Upon the termination of any Extension Period
and the payment of all amounts then due, the Sponsor may commence a new
Extension Period, subject to the above requirements.

                  (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
close of business on the 1st day of the month in which the relevant Distribution
Date occurs, which Distribution Dates correspond to the Interest Payment Dates
for the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment with respect to the Preferred
Securities will be made as described under the heading "Book-Entry
Issuance-Payment and Paying Agency" in the Prospectus contained as part of the
Registration Statement of the Sponsor and the Trust relating to the Securities
and the Debentures. The relevant record dates for the Common Securities shall be
the same as the record dates for the Preferred Securities. Distributions payable
on any Securities that are not punctually paid on any Distribution Date, as a
result of the Sponsor having failed to make a payment under the Debentures, will
cease to be payable to the Holder on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distributions payable on such date will be made on the next succeeding day that
is a Business Day (and without any


                                       I-2

<PAGE>

interest or other payment in respect of any such delay) with the same force and
effect as if made on such date.

                  (d) In the event that there is any money or other property
held by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders.

                  3.  Liquidation Distribution Upon Dissolution.
                      -----------------------------------------

                  In the event of any dissolution of the Trust, the Trust shall
be liquidated by the Administrative Trustees as expeditiously as the
Administrative Trustees determine to be possible by distributing to the Holders,
after satisfaction of liabilities to creditors of the Trust as provided by
applicable law, a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by the Property Trustee not to be practicable, in
which event such Holders will be entitled to receive out of the assets of the
Trust legally available for distribution to Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the liquidation amount of $25 per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

                  "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to the principal amount
of Debentures to be paid in accordance with their terms and (ii) with respect to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the Liquidation Amount of the Securities of
the Holder to whom such Debentures are distributed.

                  If, upon any such liquidation, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets legally
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust with respect to the Securities shall be
paid on a Pro Rata basis.

                  4.  Redemption and Distribution.
                      ---------------------------

                  (a) Upon the repayment of the Debentures in whole or in part,
at maturity or otherwise (either at the option of the Sponsor or pursuant to a
Special Event, as described below), the proceeds from such repayment shall be
simultaneously applied by the Property Trustee (subject to the Property Trustee
having received written notice no later than 45 days prior to such repayment),
pro rata, to redeem a Like Amount of the Securities at a redemption price equal
to (i) in the case of the repayment of the Debentures on the Maturity Date, the
Maturity Redemption Price (as defined below), (ii) in the case of the optional
prepayment of the Debentures prior to the Initial Optional Redemption Date and
upon the occurrence and continuation of a Special Event, the Special Event
Redemption Price (as defined below) and (iii) in the case of the optional
prepayment of the Debentures on or after the Initial Optional Redemption Date,
the Optional Redemption Price (as defined below). The Maturity Redemption Price,
the Special Event Redemption Price and the Optional Redemption Price are
referred to


                                       I-3

<PAGE>

collectively as the "Redemption Price." Holders will be given not less than 30
nor more than 60 days prior written notice of such redemption.

                  (b) (i) The "Maturity Redemption Price" shall mean an amount
equal to 100% of the Liquidation Amount of, plus accumulated and unpaid
Distributions on, the Securities as of the Maturity Date thereof.

                      (ii) The Sponsor shall have the right (subject to the
conditions in the Indenture) to elect to prepay the Debentures, in whole or in
part, at any time on or after October __, 2006 (the "Initial Optional Redemption
Date"), and, simultaneous with such prepayment, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Optional Redemption Price on a Pro
Rata basis. "Optional Redemption Price" shall mean an amount equal to 100% of
the Liquidation Amount of the Securities to be redeemed plus accumulated and
unpaid Distributions thereon, if any, to the date of such redemption:

                  (c) If at any time an Investment Company Event, a Regulatory
Capital Event or a Tax Event (each as defined below, and each a "Special Event")
occurs, the Sponsor shall have the right (subject to the conditions set forth in
the Indenture) at any time prior to the Initial Optional Redemption Date, to
prepay the Debentures in whole, but not in part, within the 90 days following
the occurrence of such Special Event (the "90 Day Period"), and, simultaneous
with such prepayment, to cause a Like Amount of the Securities to be redeemed by
the Trust at the Special Event Redemption Price on a Pro Rata basis.

                  "Investment Company Event" shall mean the receipt by the
Sponsor and the Trust of an opinion of independent securities counsel
experienced in such matters to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of any applicable regulatory authority for the Sponsor or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original issuance
of the Securities, the Trust is, or within 90 days of the date of such opinion
will be, considered an Investment Company that is required to be registered
under the Investment Company Act.

                  "Regulatory Capital Event" shall mean the receipt by the
Sponsor and the Trust of an opinion of independent bank regulatory counsel
experienced in such matters to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws or any
regulations thereunder of the United States or any rules, guidelines or policies
of an applicable regulatory authority for the Sponsor or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original issuance
of the Securities, the Preferred Securities do not constitute, or within 90 days
of the date of such opinion will not constitute, Tier 1 Capital (or its then
equivalent if the Sponsor were subject to such capital requirement) for purposes
of capital adequacy guidelines of the Federal Reserve Board (or any successor
regulatory authority with jurisdiction over bank


                                       I-4

<PAGE>

holding companies), as then in effect and applicable to the Sponsor; provided,
however, that the distribution of the Debentures in connection with the
liquidation of the Trust by the Sponsor shall not in and of itself constitute a
Regulatory Capital Event.

                  "Special Event Redemption Price" shall mean, with respect to
any redemption of the Securities following a Special Event, an amount in cash
equal to 100% of the liquidation amount of the Securities plus any accumulated
and unpaid Distributions thereon to the date of such redemption.

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

                  (d) In the case of an optional redemption, if fewer than all
the outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities shall be redeemed Pro Rata and the Preferred Securities to
be redeemed will be determined as described in Section 4(g)(ii) below. Upon the
entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, the Debentures thereafter will be subject to optional redemption,
in whole, but not in part, on or after the Initial Optional Redemption Date.

                  (e) On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) the Clearing Agency
or its nominee (or any successor Clearing Agency or its nominee), as the Holder
of the Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution,
and (iii) any certificates representing Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent a Like Amount of Debentures until such certificates are
presented to the Sponsor or its agent for transfer or reissue.

                  (f) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.


                                       I-5

<PAGE>

                  (g) The procedure with respect to redemptions or
distributions of Securities shall be as follows:


                      (i)      Notice of any redemption of, or notice of
distribution of Debentures in exchange for, the Securities (a
"Redemption/Distribution Notice") will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than
60 days before the date fixed for redemption or exchange thereof which, in the
case of a redemption, will be the date fixed for redemption of the Debentures.
For purposes of the calculation of the date of redemption or exchange and the
dates on which notices are given pursuant to this Section 4(g)(i), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders. Each
Redemption/Distribution Notice shall be addressed to the Holders at the address
of each such Holder appearing in the books and records of the Trust. No defect
in the Redemption/Distribution Notice or in the mailing of either thereof with
respect to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

                      (ii)     In the event that fewer than all the outstanding
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected on a Pro Rata basis (based upon Liquidation Amounts) not more than 60
nor less than 30 days prior to the date fixed for redemption from the
outstanding Securities not previously called for redemption. With respect to
Preferred Securities registered in the name of and held of record by the
Clearing Agency or its nominee (or any successor Clearing Agency or its nominee)
or any nominee, the distribution of the proceeds of such redemption will be made
to the Clearing Agency and disbursed by such Clearing Agency in accordance with
the procedures applied by such agency or nominee.

                      (iii)    If Securities are to be redeemed and the Trust
gives a Redemption/Distribution Notice (which notice will be irrevocable), then
(A) with respect to Preferred Securities issued in book-entry form, by 12:00
noon, New York City time, on the redemption date, provided that the Sponsor has
paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures by 10:00 a.m., New York City
time, on the Maturity Date or the date of redemption, as the case requires, the
Property Trustee will deposit irrevocably with the Clearing Agency or its
nominee (or successor Clearing Agency or its nominee) immediately available
funds sufficient to pay the applicable Redemption Price with respect to such
Preferred Securities and will give the Clearing Agency irrevocable instructions
and authority to pay the Redemption Price to the relevant Clearing Agency
Participants, and (B) with respect to Preferred Securities issued in
certificated form and Common Securities, provided that the Sponsor has paid the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Debentures, the Property Trustee will irrevocably
deposit with the paying agent for the Preferred Securities (if other than the
Property Trustee) funds sufficient to pay the applicable Redemption Price to the
Holders by check mailed to the address of the relevant Holder appearing on the
books and records of the Trust on the redemption date, and provided further,
that any such payment shall become due only upon surrender by the Holder of the
related certificated Preferred Securities. If a Redemption/Distribution Notice
shall have been given and funds deposited as required, if applicable, then
immediately prior to the close of business on the date of such deposit, or on
the


                                       I-6

<PAGE>

redemption date, as applicable, Distributions will cease to accumulate on the
Securities so called for redemption and all rights of Holders so called for
redemption will cease, except the right of the Holders of such Securities to
receive the Redemption Price, but without interest on such Redemption Price, and
such Securities shall cease to be outstanding.

                      (iv)     Payment of accumulated and unpaid Distributions
on the Redemption Date of the Securities will be subject to the rights of
Holders at the close of business on a regular record date in respect of a
Distribution Date occurring on or prior to such Redemption Date. Neither the
Administrative Trustees nor the Trust shall be required to register or cause to
be registered the transfer of (i) any Securities beginning at the opening of
business 15 days before the day of mailing of a notice of redemption or any
notice of selection of Securities for redemption or (ii) any Securities selected
for redemption, except the unredeemed portion of any Security being redeemed. If
any date fixed for redemption of Securities is not a Business Day, then payment
of the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay). If payment of the Redemption Price with respect to any
Securities is improperly withheld or refused and not paid either by the Property
Trustee or by the Sponsor as guarantor pursuant to the relevant Securities
Guarantee, Distributions on such Securities will continue to accumulate from the
original redemption date to the actual date of payment, in which case the actual
payment date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.

                      (v)      Redemption/Distribution Notices shall be sent by
the Property Trustee on behalf of the Trust to (A) with respect to Preferred
Securities issued in book-entry form, the Clearing Agency or its nominee (or any
successor Clearing Agency or its nominee), (B) with respect to Preferred
Securities issued in certificated form, to the Holders thereof, and (C) with
respect to the Common Securities, to the Holders thereof.

                      (vi)     Subject to the foregoing and applicable law
(including, without limitation, United States federal securities laws and
banking laws), the Sponsor or any of its subsidiaries may at any time and from
time to time purchase outstanding Preferred Securities by tender, in the open
market or by private agreement.

                  5.  Voting Rights - Preferred Securities.
                      ------------------------------------

                  (a) Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

                  (b) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee or
executing any trust or power conferred on such Debenture Trustee with respect to
the Debentures, (ii) waive any past default that is waivable under Section 5.07
of the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or


                                       I-7

<PAGE>

termination of the Indenture or the Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
a Majority in Liquidation Amount of all outstanding Preferred Securities;
provided, however, that where a consent under the Indenture would require the
consent of each holder of Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior approval of each Holder of the
Preferred Securities; provided further, where a consent under the Indenture
would require the consent of Holders of a majority of the aggregate principal
amount of Debentures affected thereby, only the Holders of the percentage of
aggregate stated liquidation amount of the Preferred Securities which is at
least equal to the percentage required under the Indenture may direct the
Property Trustee to give such consent; provided, further that if a Debenture
Event of Default has occurred and is continuing, then Holders of 25% of the
aggregate liquidation amount of the Preferred Securities may direct the Property
Trustee to declare the principal of and interest or other required payments on
the Debentures due and payable. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities except by subsequent vote of such Holders. The Property Trustee shall
notify each Holder of Preferred Securities of any notice of default with respect
to the Debentures. In addition to obtaining the foregoing approvals of such
Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will continue to be classified as a grantor
trust for United States federal income tax purposes after taking any such action
into account.

                  If an Event of Default under the Declaration has occurred and
is continuing and such event is attributable to the failure of the Sponsor to
pay principal of or interest or other required payments on the Debentures on the
due date (or, in the case of redemption, on the redemption date), then a Holder
of Preferred Securities may institute a proceeding directly against the Sponsor
for enforcement of payment to such Holder of the principal of or interest on a
Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
Common Securities Holder will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Sponsor to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
second preceding sentence, or except as set forth in Section 3.8(e) of the
Declaration, the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

                  Any approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Property Trustee will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consent.


                                       I-8

<PAGE>

                  No vote or consent of the Holders of the Preferred Securities
will be required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

                  Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned by the Sponsor or any Affiliate of
the Sponsor shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if they were not outstanding.

                  6.  Voting Rights - Common Securities.
                      ---------------------------------

                  (a) Except as provided under Section 6(b) or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

                  (b) Unless a Debenture Event of Default shall have occurred
and be continuing, any Trustee may be removed at any time by the Holder of the
Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time only by the Holders of a Majority in Liquidation Amount of the outstanding
Preferred Securities. In no event will the Holders of the Preferred Securities
have the right to vote to appoint, remove or replace the Administrative
Trustees, which voting rights are vested exclusively in the Sponsor as the
Holder of the Common Securities. No resignation or removal of a Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Declaration.

                  During any Event of Default, no vote or consent of the Holders
of the Common Securities will be required or obtained by the Administrative
Trustees with respect to that Event of Default, until that Event of Default has
been cured or waived. During that Event of Default, the Property Trustee will
act on behalf of the Holders of the Preferred Securities without regard to any
vote or consent by the Holders of the Common Securities.

                  If an Event of Default under the Declaration has occurred and
is continuing and such event is attributable to the failure of the Sponsor to
pay principal of or interest on the Debentures on the due date (or in the case
of redemption, on the redemption date), then a Holder of Common Securities may
institute a Direct Action directly against the Sponsor for enforcement of
payment to such Holder of the principal of or interest on a Like Amount of
Debentures on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the Common Securities Holder
will be subordinated to the rights of Holders of Preferred Securities in respect
of any payment from the Sponsor in such Direct Action. Except as provided in the
second preceding sentence, the Holders of Common Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

                  Any approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of


                                       I-9

<PAGE>

all of the Holders of Securities in the Trust or pursuant to written consent.
The Administrative Trustees will cause a notice of any meeting at which Holders
of Common Securities are entitled to vote, or of any matter upon which action by
written consent of such Holders is to be taken, to be mailed to each Holder of
record of Common Securities. Each such notice will include a statement setting
forth (i) the date of such meeting or the date by which such action is to be
taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought, and (iii) instructions for the delivery of proxies or
consents.

                  No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

                  7.  Pro Rata.
                      --------

                  A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
according to the aggregate liquidation amount of the Securities held by such
Holder in relation to the aggregate liquidation amount of all Securities
outstanding unless, in relation to a payment, an Event of Default under the
Declaration has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each Holder of the Preferred Securities
pro rata according to the aggregate liquidation amount of Preferred Securities
held by such Holder relative to the aggregate liquidation amount of all
Preferred Securities outstanding and then, only after satisfaction of all
amounts owed to the Holders of the Preferred Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by such Holder relative to the aggregate liquidation
amount of all Common Securities outstanding.

                  8.  Ranking.
                      -------

                  The Preferred Securities rank pari passu with the Common
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Declaration occurs and
is continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the Holders of the Preferred Securities shall be paid in
full the Distributions, Redemption Price, Liquidation Distribution and any other
payments to which they are entitled at such time.

                  9.  Acceptance of Preferred Securities Guarantee, Common
                      ----------------------------------------------------
                      Securities Guarantee.  Indenture and Debentures.
                      -----------------------------------------------

                  Each Holder of Preferred Securities and Common Securities, by
the acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, the Common Securities


                                       I-10

<PAGE>

Guarantee, the Indenture and the Debentures, as applicable, including the
subordination provisions therein.

                  10. No Preemptive Rights.
                      --------------------

                  Neither the issuance of Preferred Securities, nor the issuance
of Common Securities is subject to preemptive or other similar rights. The
Holders shall have no preemptive or similar rights to subscribe for any
additional securities.

                  11. Miscellaneous.
                      -------------

                  These terms constitute a part of the Declaration. The Sponsor
will provide a copy of the Declaration, the Preferred Securities Guarantee or
the Common Securities Guarantee, as applicable, and the Indenture (including any
supplemental indenture) to a Holder without charge upon written request to the
Trust at its principal place of business.


                                       I-11

<PAGE>


                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

                  [IF THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY,
INSERT: THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE
MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE
CLEARING AGENCY. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND
NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY
OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE
OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                  UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO THE TRUST OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

Certificate Number                             Aggregate Liquidation Amount: $__

                                                          CUSIP Number: [______]


       Certificate Evidencing Preferred Securities of VNB Capital Trust I

                        _____% Trust Preferred Securities

               (liquidation amount $25.00 per Preferred Security)

                  VNB Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
[___________] (the "Holder") is the registered owner of $____ in aggregate
liquidation amount of Preferred Securities of the Trust [_______] is


                                       A-1

<PAGE>

the registered owner of the aggregate liquidation amount of Preferred Securities
of the Trust specified in Schedule A hereto] representing undivided preferred
beneficial interests in the assets of the Trust designated the ____% Trust
Preferred Securities/SM/ ("TOPrS/SM/"), (liquidation amount $25 per Preferred
Security) (the Originated "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust, dated as of October
__, 2001, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used but not defined herein
shall have the meaning given them in the Declaration. The Sponsor will provide a
copy of the Declaration, the Preferred Securities Guarantee and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Trust at its principal place of business.

                  Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Preferred Securities Guarantee to the extent provided therein.

                  By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to treat the Debentures as indebtedness and the
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this __ day of October, 2001.

                  VNB CAPITAL TRUST I

                  By:_______________________________

                           Administrative Trustee
--------
/SM/ "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.


                                       A-2

<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the _____% Trust Preferred Securities of VNB
Capital Trust I referred to in the within-mentioned Declaration.

                  Dated: October ___, 2001





                  THE BANK OF NEW YORK
                  not in its individual capacity but solely as Property Trustee





                  By:__________________________________
                           Authorized Signatory






                                       A-3

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                  As an undivided beneficial interest in the Debentures, each
Preferred Security will be paid Distributions at a fixed rate per annum of ____%
(the "Coupon Rate") of the liquidation amount of $25 per Preferred Security,
such rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. Interest on the Debentures, and, as a result, Distributions,
in arrears for more than one quarterly period will bear interest thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). The term "Distributions," as used herein, includes such cash distributions
and any and all such interest payable unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds
legally available therefor.

                  Interest on the Debentures will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, or if no
Distributions have been paid, from October __, 2001 and will be payable
quarterly in arrears on March 15th, June 15th, September 15th and December 15th
of each year, commencing December 15, 2001, except as otherwise described below.
As a result, Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from October __, 2001 and will be payable
quarterly in arrears, on March 15th, June 15th, September 15th and December 15th
of each year, commencing December 15, 2001, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year of twelve 30-day
months. Interest, and, as a result, Distributions payable for any period shorter
than a full quarterly period will be computed on the basis of a 30-day month
and, for periods of less than a month, the actual number of days elapsed per
30-day month. As long as no Event of Default has occurred and is continuing
under the Indenture, the Sponsor has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
quarterly calendar periods, including the first such quarterly period during
such extension period (each an "Extension Period"), provided that no Extension
Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.

                  Notwithstanding such deferral, quarterly interest payments
will continue to accrue, and, as a result, Distributions will continue to
accumulate (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures), at the Coupon
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any Extension Period, the Sponsor may further defer payments of
interest by further extending such Extension Period; provided that such
Extension Period, together with all such previous and further extensions within
such Extension Period, may not (i) exceed 20 consecutive quarterly periods,
including the first quarterly period during such Extension Period, (ii) end on a
date other than an Interest Payment Date for the Debentures or (iii) extend
beyond the Maturity Date of the Debentures. Payments of accumulated
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the record date immediately preceding the end of the Extension
Period. Upon the termination of any Extension Period and


                                       A-4

<PAGE>

the payment of all amounts then due, the Sponsor may commence a new Extension
Period, subject to the above requirements.

                  Subject to receipt by the Sponsor of any and all required
regulatory approvals and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time dissolve the Trust, after satisfaction of liabilities to
creditors of the Trust, and after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, cause the Debentures to be distributed
to the Holders of the Securities in liquidation of the Trust or, simultaneously
with any redemption of the Debentures, cause a Like Amount of the Securities to
be redeemed by the Trust.

                  The Preferred Securities shall be redeemable as provided in
the Declaration. The following abbreviations, when used in the inscription on
the face of this Certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN CON - as tenants in common


                  TENANT - as tenants in the entireties


                  JT TEN - as joint tenants with right of survival


                  UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not
as tenants


                  Additional abbreviations may also be used though not in the
above list.


                                       A-5

<PAGE>

                                   ASSIGNMENT

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

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


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


                  --------------------------------------------------------------
                  (Assignee's social security or tax identification number)




                  -----------------------------------------------
                  (Address and zip code of assignee)





                  and irrevocably appoints


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


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


                                            agent

                  to transfer this Preferred Security Certificate on the books
                  of the 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)


                  Signature Guarantee:______________________________________


                  Signature must be guaranteed by an "eligible guarantor
institution" that is a bank, stockbroker, savings and loan association or credit
union meeting the requirements of the


                                       A-6

<PAGE>

Registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.







                                       A-7

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

     THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

This Certificate is not transferable except in compliance with Section 9.1(c) of
the Declaration.

         Certificate Evidencing Common Securities of VNB Capital Trust I

                            _____% Common Securities

                  (liquidation amount $25 per Common Security)

     VNB Capital Trust I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Valley National
Bancorp (the "Holder") is the registered owner of [____] common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the ____% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Subject to the terms of Section 9.1(c) of
the Declaration (as defined below), the Common Securities are not transferable
and any attempted transfer shall be void. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of the Trust dated as of
October __, 2001, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used but not
defined herein shall have the meaning given them in the Declaration. The Sponsor
will provide a copy of the Declaration, the Common Securities Guarantee and the
Indenture (including any supplemental indenture) to a Holder without charge upon
written request to the Trust at its principal place of business.

     Upon receipt of this Certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

     By acceptance hereof, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.


                                       B-1

<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this _____ day
of October ___, 2001.

                                         VNB CAPITAL TRUST I

                                         By:
                                            ------------------------------------

                                         Administrative Trustee


                                       B-2

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

     Distributions on each Common Security will be payable at a rate of ____%
per annum (the "Coupon Rate") of the liquidation amount of $25 per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
quarterly period will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions", as
used herein, includes such cash distributions and any and all such interest
payable unless otherwise stated. A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Property Trustee
and to the extent the Property Trustee has funds legally available therefor.

     Distributions on the Common Securities will be cumulative, will accrue from
the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from October __, 2001 and will be payable
quarterly in arrears, on March 15th, June 15th, September 15th and December 15th
of each year, commencing December 15, 2001, except as otherwise described below.

     Distributions will be computed on the basis of a 360-day year of twelve
30-day months. Distributions payable for any period shorter than a full
quarterly period will be computed on the basis of a 30-day month and, for
periods of less than a month, the actual number of days elapsed per 30-day
month. As long as no Event of Default has occurred and is continuing under the
Indenture, the Sponsor has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 20 consecutive calendar
quarterly periods, including the first such quarterly period during such
extension period (each an "Extension Period"), provided that no Extension Period
shall end on a date other than an Interest Payment Date for the Debentures or
extend beyond the Maturity Date of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Notwithstanding such deferral,
quarterly Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures) at the Coupon Rate compounded
quarterly during any such Extension Period. Prior to the termination of any
Extension Period, the Sponsor may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions within such Extension Period, may
not (i) exceed to 20 consecutive quarterly periods, including the first
quarterly period during such Extension Period, (ii) end on a date other than an
Interest Payment Date for the Debentures or (iii) extend beyond the Maturity
Date of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the record date
immediately preceding the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Sponsor may
commence a new Extension Period, subject to the above requirements.

     Subject to the receipt by the Sponsor of any and all required regulatory
approvals and to certain other conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust, after satisfaction of


                                       B-3

<PAGE>

liabilities to creditors of the Trust, and cause the Debentures to be
distributed to the Holders of the Securities in liquidation of the Trust or,
simultaneously with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.

     The Common Securities shall be redeemable as provided in the Declaration.
Under certain circumstances, the rights of the holders of the Common Securities
shall be subordinate to the rights of the holders of the Preferred Securities,
as provided in the Declaration.


                                       B-4