Exhibit 10.17

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                        CENTER BANCORP STATUTORY TRUST II

                          Dated as of December 19, 2003


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                                TABLE OF CONTENTS

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                                                ARTICLE I
                                      INTERPRETATION AND DEFINITIONS

Section 1.1.             Definitions..............................................................................1

                                                ARTICLE II
                                               ORGANIZATION

Section 2.1.             Name.....................................................................................9
Section 2.2.             Office...................................................................................9
Section 2.3.             Purpose..................................................................................9
Section 2.4.             Authority...............................................................................10
Section 2.5.             Title to Property of the Trust..........................................................10
Section 2.6.             Powers and Duties of the Trustees and the Administrators................................10
Section 2.7.             Prohibition of Actions by the Trust and the Trustees....................................15
Section 2.8.             Powers and Duties of the Institutional Trustee..........................................15
Section 2.9.             Certain Duties and Responsibilities of the Trustees and the Administrators..............17
Section 2.10.            Certain Rights of Institutional Trustee.................................................19
Section 2.11.            Delaware Trustee........................................................................21
Section 2.12.            Execution of Documents..................................................................21
Section 2.13.            Not Responsible for Recitals or Issuance of Securities..................................21
Section 2.14.            Duration of Trust.......................................................................22
Section 2.15.            Mergers.................................................................................22

                                               ARTICLE III
                                                 SPONSOR

Section 3.1.             Sponsor's Purchase of Common Securities.................................................24
Section 3.2.             Responsibilities of the Sponsor.........................................................24

                                                ARTICLE IV
                                       TRUSTEES AND ADMINISTRATORS

Section 4.1.             Number of Trustees......................................................................24
Section 4.2.             Delaware Trustee........................................................................24
Section 4.3.             Institutional Trustee; Eligibility......................................................25
Section 4.4.             Administrators..........................................................................25
Section 4.5.             Appointment, Removal and Resignation of the Trustees and the Administrators.............26
Section 4.6.             Vacancies Among Trustees................................................................27
Section 4.7.             Effect of Vacancies.....................................................................28
Section 4.8.             Meetings of the Trustees and the Administrators.........................................28
Section 4.9.             Delegation of Power.....................................................................28
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                                        i
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Section 4.10.            Merger, Conversion, Consolidation or Succession to Business.............................28

                                                ARTICLE V
                                              DISTRIBUTIONS

Section 5.1.             Distributions...........................................................................29

                                                ARTICLE VI
                                          ISSUANCE OF SECURITIES

Section 6.1.             General Provisions Regarding Securities.................................................29
Section 6.2.             Paying Agent, Transfer Agent, Calculation Agent and Registrar...........................30
Section 6.3.             Form and Dating.........................................................................31
Section 6.4.             Mutilated, Destroyed, Lost or Stolen Certificates.......................................31
Section 6.5.             Temporary Certificates..................................................................32
Section 6.6.             Cancellation............................................................................32
Section 6.7.             Rights of Holders; Waivers of Past Defaults.............................................32

                                               ARTICLE VII
                                   DISSOLUTION AND TERMINATION OF TRUST

Section 7.1.             Dissolution and Termination of Trust....................................................34

                                               ARTICLE VIII
                                          TRANSFER OF INTERESTS

Section 8.1.             General.................................................................................35
Section 8.2.             Transfer Procedures and Restrictions....................................................36
Section 8.3.             Deemed Security Holders.................................................................39
Section 8.4.             Transfer of Initial Securities..........................................................39

                                                ARTICLE IX
                   LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 9.1.             Liability...............................................................................40
Section 9.2.             Exculpation.............................................................................40
Section 9.3.             Fiduciary Duty..........................................................................41
Section 9.4.             Indemnification.........................................................................41
Section 9.5.             Outside Businesses......................................................................44
Section 9.6.             Compensation; Fee.......................................................................45

                                                ARTICLE X
                                                ACCOUNTING

Section 10.1.            Fiscal Year.............................................................................45
Section 10.2.            Certain Accounting Matters..............................................................45
Section 10.3.            Banking.................................................................................46
Section 10.4.            Withholding.............................................................................46
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                                       ii
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                                                ARTICLE XI
                                         AMENDMENTS AND MEETINGS

Section 11.1.            Amendments..............................................................................47
Section 11.2.            Meetings of the Holders of the Securities; Action by Written Consent....................49

                                               ARTICLE XII
                      REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

Section 12.1.            Representations and Warranties of Institutional Trustee.................................50
Section 12.2.            Representations and Warranties of Delaware Trustee......................................51

                                               ARTICLE XIII
                                              MISCELLANEOUS

Section 13.1.            Notices.................................................................................52
Section 13.2.            Governing Law...........................................................................53
Section 13.3.            Submission to Jurisdiction..............................................................53
Section 13.4.            Intention of the Parties................................................................53
Section 13.5.            Headings................................................................................53
Section 13.6.            Successors and Assigns..................................................................53
Section 13.7.            Partial Enforceability..................................................................54
Section 13.8.            Counterparts............................................................................54



                              ANNEXES AND EXHIBITS

ANNEX I               Terms of Capital Securities and Common Securities

EXHIBIT A-1           Form of Capital Security Certificate
EXHIBIT A-2           Form of Common Security Certificate

EXHIBIT B             Form of Transferee Certificate to be Executed by Accredited Investors
EXHIBIT C             Form of Transferor Certificate to be Executed for QIBs
EXHIBIT D             Form of Transferee Certificate to be Executed by Non-U.S. Persons
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                                      iii
<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                        CENTER BANCORP STATUTORY TRUST II

                                December 19, 2003


      AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from
time to time in accordance with the terms hereof, this "Declaration"), dated and
effective  as of December 19, 2003,  by the  Trustees (as defined  herein),  the
Administrators  (as defined  herein),  the  Sponsor (as defined  herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

      WHEREAS,  certain  of the  Trustees  and the  Sponsor  established  Center
Bancorp Statutory Trust II (the "Trust"),  a statutory trust under the Statutory
Trust Act (as defined herein),  pursuant to a Declaration of Trust,  dated as of
December 11, 2003 (the "Original Declaration"), and a Certificate of Trust filed
with the  Secretary of State of the State of Delaware on December 11, 2003,  for
the sole  purpose of issuing  and  selling the  Securities  (as defined  herein)
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
investing  the proceeds  thereof in the  Debentures  (as defined  herein) of the
Debenture Issuer (as defined herein) and engaging in those activities necessary,
advisable or incidental thereto;

      WHEREAS,  as of the date  hereof,  no interests in the assets of the Trust
have been issued; and

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

      NOW,  THEREFORE,  it being the intention of the parties hereto to continue
the  Trust as a  statutory  trust  under the  Statutory  Trust Act and that this
Declaration  constitutes the governing  instrument of such statutory  trust, and
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,  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,  amend and
restate in its entirety the Original Declaration and agree as follows:

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

      Section 1.1. 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 Section 1.1 or, if not defined in this Section 1.1 or elsewhere  herein,
in the Indenture;

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

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

      "Additional  Amounts"  has the  meaning  set forth in Section  3.06 of the
Indenture.

      "Administrative  Action" has the meaning  set forth in  paragraph  4(a) of
Annex I.

      "Administrators"  means  each of John J.  Davis,  Anthony C.  Weagley  and
Francis R. Patryn,  solely in such  Person's  capacity as  Administrator  of the
Trust continued hereunder and not in such Person's individual capacity,  or such
Administrator's  successor  in  interest  in  such  capacity,  or any  successor
appointed as herein provided.

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

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

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

      (a) a court having  jurisdiction  in the premises enters a decree or order
for relief in respect of such Person in an involuntary case under any applicable
bankruptcy,  insolvency  or other  similar law now or  hereafter  in effect,  or
appoints a receiver,  liquidator,  assignee, custodian, trustee, sequestrator or
similar official of such Person or for any substantial part of its property,  or
orders  the  winding-up  or  liquidation  of  its  affairs,   and  such  decree,
appointment  or  order  remains  unstayed  and  in  effect  for a  period  of 90
consecutive days; or

      (b)  such  Person   commences  a  voluntary   case  under  any  applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, consents
to the entry of an order for relief in an  involuntary  case under any such law,
or  consents  to  the  appointment  of  or  taking  possession  by  a  receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of such Person or of any substantial part of its property,  or makes any general
assignment for the benefit of creditors,  or fails generally to pay its debts as
they become due.


                                       2
<PAGE>

      "Business Day" means any day other than Saturday,  Sunday or any other day
on which banking institutions in Wilmington,  Delaware,  The City of New York or
Trenton,  New Jersey are  permitted  or  required by law or  executive  order to
close.

      "Calculation  Agent"  has the  meaning  set forth in  Section  1.01 of the
Indenture.

      "Capital Securities" has the meaning set forth in Section 6.1(a).

      "Capital Security Certificate" means a definitive  Certificate  registered
in the name of the Holder  representing a Capital Security  substantially in the
form of Exhibit A-1.

      "Capital  Treatment  Event" has the meaning set forth in paragraph 4(a) of
Annex I.

      "Certificate" means any certificate evidencing Securities.

      "Certificate  of Trust"  means the  certificate  of trust  filed  with the
Secretary  of State of the State of  Delaware  with  respect  to the  Trust,  as
amended and restated from time to time.

      "Closing Date" has the meaning set forth in the Placement 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.

      "Common Securities" has the meaning set forth in Section 6.1(a).

      "Common Security Certificate" means a definitive Certificate registered in
the name of the Holder representing a Common Security  substantially in the form
of Exhibit A-2.

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

      "Corporate Trust Office" means the office of the Institutional  Trustee at
which at any particular  time its corporate  trust business shall be principally
administered,  which at all times shall be located  within the United States and
at the time of execution of this Declaration  shall be Rodney Square North, 1100
North Market Street,  Wilmington,  DE  19890-0001,  Attention:  Corporate  Trust
Administration.

      "Coupon Rate" has the meaning set forth in paragraph 2(a) of Annex I.

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


                                       3
<PAGE>


      "Debenture  Issuer"  means Center  Bancorp,  Inc., a bank holding  company
incorporated  in New Jersey,  in its capacity as issuer of the Debentures  under
the Indenture, and any permitted successor under the Indenture.

      "Debenture  Trustee" means  Wilmington  Trust Company,  a Delaware 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 Floating Rate Junior  Subordinated Debt Securities
due 2034 to be issued by the Debenture Issuer under the Indenture.

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

      "Deferred  Interest"  means any interest on the Debentures that would have
been overdue and unpaid for more than one Distribution  Payment Date but for the
imposition  of an Extension  Period,  and the interest that shall accrue (to the
extent  that the  payment  of such  interest  is  legally  enforceable)  on such
interest at the Coupon Rate applicable during such Extension Period,  compounded
quarterly  from the date on which such Deferred  Interest  would  otherwise have
been due and payable until paid or made available for payment.

      "Definitive Capital Securities" means any Capital Securities in definitive
form issued by the Trust.

      "Delaware Trustee" has the meaning set forth in Section 4.2.

      "Direct Action" has the meaning set forth in Section 2.8(e).

      "Distribution"  means a  distribution  payable to Holders of Securities in
accordance with Section 5.1.

      "Distribution Payment Date" has the meaning set forth in paragraph 2(e) of
Annex I.

      "Distribution Period" has the meaning set forth in paragraph 2(a) of Annex
I.

      "Event of Default" means the occurrence of an Indenture Event of Default.

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

      "Extension Period" has the meaning set forth in paragraph 2(e) of Annex I.

      "Federal Reserve" has the meaning set forth in paragraph 3 of Annex I.

      "Fiduciary  Indemnified  Person"  shall  mean  each  of the  Institutional
Trustee (including in its individual capacity),  the Delaware Trustee (including
in its individual  capacity),  any Affiliate of the Institutional Trustee or the
Delaware Trustee, and any officers, directors, shareholders,  members, partners,
employees, representatives,  custodians, nominees or agents of the Institutional
Trustee or the Delaware Trustee.


                                       4
<PAGE>


      "Fiscal Year" has the meaning set forth in Section 10.1

      "Guarantee" means the Guarantee  Agreement,  dated as of the Closing Date,
of the Sponsor (the "Guarantor") in respect of the Capital Securities.

      "Holder"  means a  Person  in  whose  name a  Certificate  representing  a
Security is registered on the Securities  Register maintained by or on behalf of
the  Registrar,  such Person being a beneficial  owner within the meaning of the
Statutory 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
Debenture  Issuer and the  Debenture  Trustee,  and any  indenture  supplemental
thereto pursuant to which the Debentures are to be issued.

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

      "Institutional   Trustee"  means  the  Trustee   meeting  the  eligibility
requirements set forth in Section 4.3.

      "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 paragraph 4(a) of
Annex I.

      "Legal Action" has the meaning set forth in Section 2.8(e).

      "LIBOR"  means the London  Interbank  Offered  Rate for  three-month  U.S.
Dollar  deposits in Europe as determined by the  Calculation  Agent according to
paragraph 2(b) of Annex I.

      "LIBOR  Banking  Day" has the  meaning set forth in  paragraph  2(b)(1) of
Annex I.

      "LIBOR  Business  Day" has the meaning set forth in  paragraph  2(b)(1) of
Annex I.

      "LIBOR  Determination Date" has the meaning set forth in paragraph 2(b)(1)
of Annex I.

      "Liquidation" has the meaning set forth in paragraph 3 of Annex I.


                                       5
<PAGE>


      "Liquidation  Distribution"  has the meaning  set forth in  paragraph 3 of
Annex I.

      "Majority  in  liquidation  amount of the  Securities"  means  Holders  of
outstanding  Securities voting together as a single class or, as the context may
require,  Holders of  outstanding  Capital  Securities or Holders of outstanding
Common  Securities  voting  separately as a class,  who are the record owners of
more than 50% of the aggregate  liquidation  amount  (including  the amount that
would be paid upon the  redemption,  liquidation  or  otherwise on the date upon
which the voting percentages are determined,  plus unpaid Distributions  accrued
thereon to such date) of all outstanding Securities of the relevant class.

      "Maturity Date" has the meaning set forth in paragraph 4(a) of Annex I.

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

      "Officers'  Certificate"  means, with respect to any Person, a certificate
signed by two  Authorized  Officers  of such Person or, in the case of a natural
Person,  such  Person.  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  Authorized  Officer or Person,  as the case may
be, signing the Officers' Certificate has read the covenant or condition and the
definitions relating thereto;

      (b) a brief  statement  of the  nature  and  scope of the  examination  or
investigation  undertaken by each Authorized  Officer or Person, as the case may
be, in rendering the Officers' Certificate;

      (c) a statement that each  Authorized  Officer or Person,  as the case may
be, has made such  examination or  investigation  as, in his or her opinion,  is
necessary to enable such  Authorized  Officer or Person,  as the case may be, to
express an informed  opinion as to whether or not such covenant or condition has
been complied with; and

      (d) a statement as to whether,  in the opinion of each Authorized  Officer
or Person,  as the case may be, such  condition  or covenant  has been  complied
with.

      "Optional  Redemption Date" has the meaning set forth in paragraph 4(a) of
Annex I.

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

      "Paying Agent" has the meaning set forth in Section 6.2.

      "Payment Amount" has the meaning set forth in Section 5.1.

      "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.


                                       6
<PAGE>


      "Placement  Agreement" means the Placement Agreement relating to the offer
and sale of Capital Securities.

      "PORTAL" has the meaning set forth in Section 2.6(a)(i).

      "Property Account" has the meaning set forth in Section 2.8(c).

      "Pro Rata" has the meaning set forth in paragraph 8 of Annex I.

      "Purchaser" means ALESCO Preferred Funding II, Ltd. or any other purchaser
of the Capital Securities that is an entity that holds a pool of trust preferred
securities and/or subordinated notes.

      "QIB" means a "qualified institutional buyer" as defined under Rule 144A.

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

      "Redemption/Distribution  Notice" has the  meaning set forth in  paragraph
4(e) of Annex I.

      "Reference  Banks" has the meaning set forth in paragraph 2(b)(2) of Annex
I.

      "Registrar" has the meaning set forth in Section 6.2.

      "Relevant Trustee" has the meaning set forth in Section 4.5(a).

      "Resale  Restriction  Termination Date" means, with respect to any Capital
Security,  the date which is the later of (i) two years (or such shorter  period
of time as permitted by Rule 144(k) under the Securities Act) after the later of
(y) the date of original issuance of such Capital Security and (z) the last date
on which the Trust or any  Affiliate of the Trust was the Holder of such Capital
Security (or any  predecessor  thereto) and (ii) such later date, if any, as may
be required by any subsequent change in applicable law.

      "Responsible  Officer" means, with respect to the  Institutional  Trustee,
any officer within the Corporate Trust Office of the Institutional  Trustee with
direct responsibility for the administration of this Declaration,  including any
vice-president,  any  assistant  vice-president,  any  secretary,  any assistant
secretary,  the treasurer,  any assistant treasurer,  any trust officer or other
officer of the Corporate Trust Office of the Institutional  Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such  matter is  referred  because of that  officer's
knowledge of and familiarity with the particular subject.

      "Restricted  Securities  Legend"  has the  meaning  set  forth in  Section
8.2(c).


                                       7
<PAGE>


      "Rule 144A" means Rule 144A under the Securities Act.

      "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

      "Rule 3a-7" means Rule 3a-7 under the Investment Company Act.

      "Securities" means the Common Securities and the Capital Securities.

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

      "Securities Register" has the meaning set forth in Section 6.2(a).

      "Special Event" has the meaning set forth in paragraph 4(a) of Annex I.

      "Special  Redemption  Date" has the meaning set forth in paragraph 4(a) of
Annex I.

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

      "Sponsor"  means Center  Bancorp,  Inc.,  a bank  holding  company that is
incorporated in New Jersey,  or any permitted  successor of the Debenture Issuer
under the Indenture, in its capacity as sponsor of the Trust.

      "Statutory  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.

      "Successor Delaware Trustee" has the meaning set forth in Section 4.5(e).

      "Successor Entity" has the meaning set forth in Section 2.15(b).

      "Successor  Institutional  Trustee"  has the  meaning set forth in Section
4.5(b).

      "Successor Securities" has the meaning set forth in Section 2.15(b).

      "Super Majority" has the meaning set forth in paragraph 5(b) of Annex I.

      "Tax Event" has the meaning set forth in paragraph 4(a) of Annex I.

      "Telerate  Page 3750" has the  meaning set forth in  paragraph  2(b)(1) of
Annex I.

      "10% in liquidation amount of the Securities" means Holders of outstanding
Securities  voting  together as a single  class or, as the context may  require,
Holders of  outstanding  Capital  Securities  or Holders of  outstanding  Common
Securities  voting  separately  as a class,  who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated amount that would
be paid upon the redemption, liquidation or otherwise on the date upon which the
voting percentages are determined,  plus unpaid Distributions accrued thereon to
such date) of all outstanding Securities of the relevant class.


                                       8
<PAGE>


      "Transfer Agent" has the meaning set forth in Section 6.2.

      "Treasury  Regulations"  means  the  income  tax  regulations,   including
temporary  and proposed  regulations,  promulgated  under the Code by the United
States Treasury, 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.

      "Trustee" or "Trustees"  means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office 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.

      "Trust Property" means (a) the Debentures,  (b) any cash on deposit in, or
owing to, the Property 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 Institutional Trustee pursuant to the trusts of this Declaration.

      "U.S.  Person"  means  a  United  States  Person  as  defined  in  Section
7701(a)(30) of the Code.

                                   ARTICLE II

                                  ORGANIZATION

      Section 2.1. Name. The Trust is named "Center Bancorp Statutory Trust II,"
as such name may be modified from time to time by the  Administrators  following
written notice to the  Institutional  Trustee and the Holders of the Securities.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrators.

      Section 2.2.  Office.  The address of the  principal  office of the Trust,
which shall be in a state of the United  States or the District of Columbia,  is
2455 Morris  Avenue,  Union,  New Jersey  07083.  On ten Business  Days' written
notice to the  Institutional  Trustee  and the  Holders of the  Securities,  the
Administrators may designate another principal office, which shall be in a state
of the United States or the District of Columbia.

      Section 2.3.  Purpose.  The exclusive  purposes and functions of the Trust
are (a) to issue  and  sell the  Securities  representing  undivided  beneficial
interests in the assets of the Trust, (b) to invest the gross proceeds from such
sale in the Debentures and (c) except as otherwise  limited herein, to engage in
only those other activities deemed necessary, advisable or incidental thereto by
the  Institutional  Trustee,  including,  without  limitation,  those activities
specified in this Declaration.  The Trust shall not borrow money,  issue debt or
reinvest  proceeds  derived  from  investments,  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.


                                       9
<PAGE>


      Section  2.4.   Authority.   Except  as  specifically   provided  in  this
Declaration,  the  Institutional  Trustee  shall  have  exclusive  and  complete
authority to carry out the  purposes of the Trust.  An action taken by a Trustee
on behalf  of the Trust and in  accordance  with  such  Trustee's  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.  The Administrators shall have only those ministerial
duties set forth herein with respect to accomplishing  the purposes of the Trust
and are not intended to be trustees or fiduciaries  with respect to the Trust or
the Holders.  The  Institutional  Trustee shall have the right, but shall not be
obligated except as provided in Section 2.6, to perform those duties assigned to
the Administrators.

      Section 2.5. Title to Property of the Trust. Except as provided in Section
2.8 with  respect to the  Debentures  and the  Property  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 2.6. Powers and Duties of the Trustees and the Administrators.

      (a) The Trustees and the  Administrators  shall conduct the affairs of the
Trust  in  accordance  with  the  terms  of  this  Declaration.  Subject  to the
limitations  set forth in paragraph (b) of this Section,  and in accordance with
the following  provisions (i) and (ii), the Administrators and, at the direction
of the Administrators,  the Trustees, shall have the authority to enter into all
transactions and agreements  determined by the  Administrators to be appropriate
in  exercising  the  authority,  express or  implied,  otherwise  granted to the
Trustees or the Administrators,  as the case may be, under this Declaration, and
to perform all acts in furtherance  thereof,  including without limitation,  the
following:

            (i) Each Administrator shall have the power, duty and authority, and
      is hereby  authorized,  to act on behalf of the Trust with  respect to the
      following matters:

                  (A) the issuance and sale of the Securities;

                  (B) to cause the Trust to enter into, and to execute,  deliver
            and  perform  on  behalf of the  Trust,  such  agreements  as may be
            necessary or desirable in connection  with the purposes and function
            of  the  Trust,  including  agreements  with  the  Paying  Agent,  a
            subscription  agreement  for  Debentures  between  the Trust and the
            Sponsor, a subscription agreement for Capital Securities between the
            Trust and the purchaser of the Capital Securities and a subscription
            agreement for Common Securities between the Trust and the Sponsor;

                  (C) ensuring compliance with the Securities Act and applicable
            securities or blue sky laws of states and other jurisdictions;


                                       10
<PAGE>


                  (D) if and at such time  determined  solely by the  Sponsor at
            the request of the  Holders,  assisting  in the  designation  of the
            Capital Securities for trading in the Private Offering,  Resales and
            Trading  through  the  Automatic   Linkages   ("PORTAL")  system  if
            available;

                  (E) the sending of notices (other than notices of default) and
            other information regarding the Securities and the Debentures to the
            Holders in accordance with this Declaration, including notice of any
            notice  received from the Debenture  Issuer of its election to defer
            payments of interest on the  Debentures  by  extending  the interest
            payment period under the Indenture;

                  (F) the  appointment  of a Paying  Agent,  Transfer  Agent and
            Registrar in accordance with this Declaration;

                  (G)  execution  and delivery of the  Securities  in accordance
            with this Declaration;

                  (H) execution and delivery of closing certificates pursuant to
            the  Placement   Agreement  and  the   application  for  a  taxpayer
            identification number;

                  (I) unless  otherwise  determined by the Holders of a Majority
            in liquidation  amount of the Securities or as otherwise required by
            the  Statutory  Trust Act, to execute on behalf of the Trust (either
            acting alone or together with any or all of the  Administrators) any
            documents that the Administrators have the power to execute pursuant
            to this Declaration;

                  (J)  the   taking  of  any   action  as  the   Sponsor  or  an
            Administrator   may  from  time  to  time  determine  is  necessary,
            advisable or incidental to the foregoing to give effect to the terms
            of  this  Declaration  for  the  benefit  of  the  Holders  (without
            consideration  of the  effect of any such  action on any  particular
            Holder);

                  (K) to  establish a record date with respect to all actions to
            be  taken  hereunder  that  require  a record  date be  established,
            including Distributions,  voting rights,  redemptions and exchanges,
            and to issue relevant  notices to the Holders of Capital  Securities
            and Holders of Common  Securities as to such actions and  applicable
            record dates;

                  (L) to duly  prepare  and  file on  behalf  of the  Trust  all
            applicable tax returns and tax information reports that are required
            to be filed with respect to the Trust;

                  (M) to negotiate  the terms of, and the execution and delivery
            of, the  Placement  Agreement  providing for the sale of the Capital
            Securities;


                                       11
<PAGE>


                  (N) to employ or otherwise engage  employees,  agents (who may
            be  designated  as officers  with  titles),  managers,  contractors,
            advisors,  attorneys and consultants and pay reasonable compensation
            for such services;

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

                  (P) to give the certificate  required by ss.  314(a)(4) of the
            Trust Indenture Act to the Institutional  Trustee, which certificate
            may be executed by an Administrator; and

                  (Q) 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  trust
            under  the  laws of each  jurisdiction  (other  than  the  State  of
            Delaware)  in which such  existence  is  necessary  to  protect  the
            limited  liability  of the Holders of the Capital  Securities  or to
            enable  the Trust to  effect  the  purposes  for which the Trust was
            created.

            (ii) As among the Trustees and the Administrators, the Institutional
      Trustee  shall  have  the  power,  duty  and  authority,   and  is  hereby
      authorized,  to act on behalf of the Trust with  respect to the  following
      matters:

                  (A) the establishment of the Property Account;

                  (B) the receipt of the Debentures;

                  (C) the  collection  of  interest,  principal  and  any  other
            payments made in respect of the Debentures in the Property Account;

                  (D) the distribution  through the Paying Agent of amounts owed
            to the Holders in respect of the Securities;

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

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

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

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


                                       12
<PAGE>


                  (I)  after any Event of  Default  (of which the  Institutional
            Trustee  has  knowledge  (as  provided in Section  2.10(m)  hereof))
            (provided,  that such Event of Default is not by or with  respect to
            the  Institutional  Trustee),  the  taking  of any  action  that the
            Institutional  Trustee may from time to time determine is necessary,
            advisable  or  incidental  for the  foregoing  to give effect to the
            terms  of this  Declaration  and  protect  and  conserve  the  Trust
            Property for the benefit of the Holders  (without  consideration  of
            the effect of any such action on any particular Holder);

                  (J) 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  trust
            under the laws of the  State of  Delaware  to  protect  the  limited
            liability of the Holders of the Capital  Securities or to enable the
            Trust to effect the purposes for which the Trust was created; and

                  (K) to  undertake  any actions set forth in ss.  317(a) of the
            Trust Indenture Act.

            (iii) The Institutional  Trustee shall have the power and authority,
      and is hereby  authorized,  to act on behalf of the Trust with  respect to
      any  of  the  duties,   liabilities,   powers  or  the  authority  of  the
      Administrators set forth in Section  2.6(a)(i)(E) and (F) herein but shall
      not have a duty to do any such act unless specifically  requested to do so
      in writing by the  Sponsor,  and shall then be fully  protected  in acting
      pursuant to such written  request;  and in the event of a conflict between
      the  action of the  Administrators  and the  action  of the  Institutional
      Trustee, the action of the Institutional Trustee shall prevail.

      (b) So long as this  Declaration  remains  in  effect,  the  Trust (or the
Trustees or  Administrators  acting on behalf of the Trust) shall not  undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated hereby. In particular,  neither the Trustees nor the Administrators
may cause the Trust to (i) acquire any  investments  or engage in any activities
not  authorized by this  Declaration,  (ii) sell,  assign,  transfer,  exchange,
mortgage,  pledge,  set-off or otherwise dispose of any of the Trust Property or
interests  therein,  including to Holders,  except as expressly provided herein,
(iii) take any  action  that  would  cause (or in the case of the  Institutional
Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust
to fail or cease to qualify as a grantor trust for United States  federal income
tax purposes,  (iv) incur any indebtedness for borrowed money or issue any other
debt or (v) take or consent to any action that would result in the  placement of
a lien on any of the Trust  Property.  The  Institutional  Trustee shall, at the
sole cost and  expense  of the Trust  subject  to  reimbursement  under  Section
9.6(a),  defend all claims and demands of all Persons at any time  claiming  any
lien on any of the Trust  Property  adverse to the  interest of the Trust or the
Holders in their capacity as Holders.

      (c) In  connection  with the issuance and sale of the Capital  Securities,
the  Sponsor  shall have the right and  responsibility  to assist the Trust with
respect  to, or effect on behalf of the Trust,  the  following  (and any actions
taken by the Sponsor in furtherance  of the following  prior to the date of this
Declaration are hereby ratified and confirmed in all respects):


                                       13
<PAGE>


            (i) the taking of any action  necessary to obtain an exemption  from
      the Securities Act;

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

            (iii) the taking of any other  actions  necessary  or  desirable  to
      carry out any of the foregoing activities.

      (d) Notwithstanding  anything herein to the contrary,  the Administrators,
the Institutional Trustee and the Holders of a Majority in liquidation amount of
the Common  Securities are authorized and directed to conduct the affairs of the
Trust and to operate the Trust so that (i) the Trust will not be deemed to be an
Investment  Company required to be registered  under the Investment  Company Act
(in  the  case  of the  Institutional  Trustee,  to the  actual  knowledge  of a
Responsible  Officer),  and (ii) the Trust will not fail to be  classified  as a
grantor trust for United States  federal income tax purposes (in the case of the
Institutional  Trustee,  to the actual  knowledge of a Responsible  Officer) and
(iii) the Trust will not take any action  inconsistent with the treatment of the
Debentures as  indebtedness  of the Debenture  Issuer for United States  federal
income tax purposes  (in the case of the  Institutional  Trustee,  to the actual
knowledge of a  Responsible  Officer).  In this  connection,  the  Institutional
Trustee,  the Administrators and the Holders of a Majority in liquidation amount
of the Common  Securities  are authorized to take any action,  not  inconsistent
with  applicable  laws or this  Declaration,  as amended from time to time, that
each of the Institutional Trustee, the Administrators and such Holders determine
in their discretion to be necessary or desirable for such purposes, even if such
action adversely affects the interests of the Holders of the Capital Securities.

      (e) All expenses  incurred by the  Administrators or the Trustees pursuant
to this Section 2.6 shall be reimbursed by the Sponsor,  and the Trustees  shall
have no obligations with respect to such expenses.

      (f) The assets of the Trust shall consist of the Trust Property.

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


                                       14
<PAGE>


      (h)  If the  Institutional  Trustee  or  any  Holder  has  instituted  any
proceeding  to  enforce  any right or remedy  under  this  Declaration  and such
proceeding  has been  discontinued  or  abandoned  for any  reason,  or has been
determined adversely to the Institutional Trustee or to such Holder, then and in
every such case the Sponsor,  the  Institutional  Trustee and the Holders shall,
subject to any  determination  in such  proceeding,  be restored  severally  and
respectively to their former positions hereunder,  and thereafter all rights and
remedies of the  Institutional  Trustee and the Holders shall continue as though
no such proceeding had been instituted.

      Section 2.7. Prohibition of Actions by the Trust and the Trustees.

      The Trust shall not, and the Institutional  Trustee and the Administrators
shall not, and the  Administrators  shall cause the Trust not to,  engage in any
activity  other  than  as  required  or  authorized  by  this  Declaration.   In
particular,  the  Trust  shall  not,  and  the  Institutional  Trustee  and  the
Administrators shall not cause the Trust to:

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

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

      (c) possess Trust Property for other than a Trust purpose;

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

      (e) possess any power or otherwise  act in such a way as to vary the Trust
Property or the terms of the Securities;

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

      (g) other than as provided in this  Declaration  (including  Annex I), (i)
direct the time,  method and place of  exercising  any trust or power  conferred
upon the Debenture  Trustee with respect to the Debentures,  (ii) waive any past
default  that is  waivable  under the  Indenture,  (iii)  exercise  any right to
rescind or annul any declaration  that the principal of all the Debentures shall
be  due  and  payable,  or  (iv)  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  a written  opinion of counsel
experienced in such matters to the effect that such  amendment,  modification or
termination  will not  cause the  Trust to cease to be  classified  as a grantor
trust for United States federal income tax purposes.

      Section 2.8. Powers and Duties of the Institutional Trustee.

      (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Institutional  Trustee in trust for the benefit of the Trust.
The right,  title and interest of the  Institutional  Trustee to the  Debentures
shall vest  automatically  in each  Person who may  hereafter  be  appointed  as
Institutional Trustee in accordance with Section 4.5. Such vesting and cessation
of title shall be effective whether or not conveyancing documents with regard to
the Debentures have been executed and delivered.


                                       15
<PAGE>


      (b) The  Institutional  Trustee  shall not transfer  its right,  title and
interest in the Debentures to the Administrators or to the Delaware Trustee.

      (c) The Institutional Trustee shall:

            (i) establish and maintain a segregated  non-interest  bearing trust
      account  (the  "Property  Account")  in the United  States (as  defined in
      Treasury Regulationsss.301.7701-7), in the name of and under the exclusive
      control of the Institutional  Trustee, and maintained in the Institutional
      Trustee's  trust  department,  on behalf of the Holders of the  Securities
      and,  upon the  receipt  of  payments  of  funds  made in  respect  of the
      Debentures held by the Institutional Trustee,  deposit such funds into the
      Property  Account  and  make  payments  to  the  Holders  of  the  Capital
      Securities and Holders of the Common  Securities from the Property Account
      in  accordance  with Section 5.1.  Funds in the Property  Account shall be
      held uninvested until disbursed in accordance with this Declaration;

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

            (iii)   upon   written   notice  of   distribution   issued  by  the
      Administrators  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 of  Securities  upon the
      occurrence of the circumstances  specified therefor under the terms of the
      Securities.

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

      (e)  The  Institutional   Trustee  may  bring  or  defend,  pay,  collect,
compromise,  arbitrate,  resort to legal  action with  respect to, or  otherwise
adjust claims or demands of or against, the Trust (a "Legal Action") which arise
out of or in connection with an Event of Default of which a Responsible  Officer
of the Institutional Trustee has actual knowledge or the Institutional Trustee's
duties  and  obligations  under this  Declaration  or the Trust  Indenture  Act;
provided,  however,  that if an Event of Default has occurred and is  continuing
and such event is  attributable  to the failure of the  Debenture  Issuer to pay
interest or premium,  if any, on or principal of the Debentures on the date such
interest,  premium, if any, or principal is otherwise payable (or in the case of
redemption, on the date of redemption),  then a Holder of the Capital Securities
may directly institute a proceeding for enforcement of payment to such Holder of
the  principal  of or premium,  if any, or interest on the  Debentures  having a
principal  amount  equal to the  aggregate  liquidation  amount  of the  Capital
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
rights of the Holders of the Common  Securities will be subrogated to the rights
of such Holder of the Capital  Securities  to the extent of any payment  made by
the  Debenture  Issuer to such Holder of the Capital  Securities  in such Direct
Action;  provided,  however, that a Holder of the Common Securities may exercise
such  right of  subrogation  only if no Event of  Default  with  respect  to the
Capital Securities has occurred and is continuing.


                                       16
<PAGE>


      (f) The  Institutional  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 of the Securities  pursuant to the
      terms of the Securities and this Declaration (including Annex I); or

            (ii) a Successor  Institutional  Trustee has been  appointed and has
      accepted that appointment in accordance with Section 4.5.

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

      (h) The  Institutional  Trustee must exercise the powers set forth in this
Section 2.8 in a manner that is  consistent  with the purposes and  functions of
the Trust set out in Section 2.3, and the  Institutional  Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 2.3.

      Section 2.9. Certain Duties and  Responsibilities  of the Trustees and the
Administrators.

      (a) The  Institutional  Trustee,  before  the  occurrence  of any Event of
Default  (of which the  Institutional  Trustee  has  knowledge  (as  provided in
Section 2.10(m)  hereof)) and after the curing of all Events of Default that may
have occurred,  shall undertake to perform only such duties as are  specifically
set forth in this  Declaration and no implied  covenants shall be read into this
Declaration  against the Institutional  Trustee. In case an Event of Default (of
which the  Institutional  Trustee has knowledge (as provided in Section  2.10(m)
hereof)),  has occurred  (that has not been cured or waived  pursuant to Section
6.7),  the  Institutional  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) The duties and responsibilities of the Trustees and the Administrators
shall be as provided by this Declaration  and, in the case of the  Institutional
Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Declaration shall require any Trustee or Administrator to expend or risk
its own funds or otherwise  incur any financial  liability in the performance of
any of its duties hereunder,  or in the exercise of any of its rights or powers,
if it shall have  reasonable  grounds for believing that repayment of such funds
or adequate  indemnity  satisfactory to it against such risk or liability is not
reasonably  assured to it. Whether or not therein  expressly so provided,  every
provision of this Declaration relating to the conduct or affecting the liability
of or  affording  protection  to the  Trustees  or the  Administrators  shall be
subject to the provisions of this Article.  Nothing in this Declaration shall be
construed to release a Trustee from liability for its own negligent action,  its
own  negligent  failure  to act,  or its own  willful  misconduct  or bad faith.
Nothing in this Declaration shall be construed to release an Administrator  from
liability for its own gross negligent action, its own gross negligent failure to
act, or its own willful  misconduct or bad faith.  To the extent that, at law or
in equity, a Trustee or an Administrator has duties and liabilities  relating to
the Trust or to the Holders,  such Trustee or Administrator  shall not be liable
to the Trust or to any Holder for such Trustee's or  Administrator's  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 the
Administrators  or the  Trustees  otherwise  existing  at law or in equity,  are
agreed  by the  Sponsor  and the  Holders  to  replace  such  other  duties  and
liabilities of the Administrators or the Trustees.


                                       17
<PAGE>


      (c) All payments  made by the  Institutional  Trustee or a Paying Agent in
respect of the Securities  shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds  from the Trust  Property to enable the  Institutional  Trustee or a
Paying Agent to make payments in accordance with the terms hereof.  Each Holder,
by its acceptance of a Security,  agrees that it will look solely to the revenue
and  proceeds  from the Trust  Property  to the  extent  legally  available  for
distribution   to  it  as  herein   provided  and  that  the  Trustees  and  the
Administrators  are not personally liable to it for any amount  distributable in
respect of any Security or for any other  liability in respect of any  Security.
This Section  2.9(c) does not limit the liability of the Trustees  expressly set
forth  elsewhere  in this  Declaration  or,  in the  case  of the  Institutional
Trustee, in the Trust Indenture Act.

      (d) No  provision  of this  Declaration  shall be construed to relieve the
Institutional  Trustee from  liability  for its own  negligent  action,  its own
negligent  failure  to act,  or its own  willful  misconduct  or bad faith  with
respect to matters that are within the  authority of the  Institutional  Trustee
under this Declaration, except that:

            (i) the  Institutional  Trustee shall not be liable for any error or
      judgment made in good faith by an Authorized  Officer of the Institutional
      Trustee,  unless it shall be proved  that the  Institutional  Trustee  was
      negligent in ascertaining the pertinent facts;

            (ii) the  Institutional  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 Capital Securities or the Common Securities,  as applicable,  relating
      to the time,  method and place of conducting any proceeding for any remedy
      available to the Institutional  Trustee,  or exercising any trust or power
      conferred upon the Institutional Trustee under this Declaration;

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

            (iv) the Institutional  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; and money held by the Institutional  Trustee need not be
      segregated  from other funds held by it except in relation to the Property
      Account  maintained  by the  Institutional  Trustee  pursuant  to  Section
      2.8(c)(i) and except to the extent otherwise required by law; and


                                       18
<PAGE>


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

      Section 2.10.  Certain  Rights of  Institutional  Trustee.  Subject to the
provisions of Section 2.9:

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

      (b)  if  (i)  in  performing  its  duties  under  this  Declaration,   the
Institutional  Trustee is  required  to decide  between  alternative  courses of
action,  (ii) in  construing  any of the  provisions  of this  Declaration,  the
Institutional  Trustee finds the same ambiguous or  inconsistent  with any other
provisions contained herein, or (iii) the Institutional Trustee is unsure of the
application of any provision of this Declaration,  then, except as to any matter
as to which the  Holders of Capital  Securities  are  entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the
Sponsor  requesting the Sponsor's opinion as to the course of action to be taken
and the  Institutional  Trustee  shall take such action,  or refrain from taking
such action,  as the  Institutional  Trustee in its sole  discretion  shall deem
advisable  and in the  best  interests  of  the  Holders,  in  which  event  the
Institutional  Trustee  shall have no liability  except for its own  negligence,
willful misconduct or bad faith;

      (c) any direction or act of the Sponsor or the Administrators contemplated
by this Declaration shall be sufficiently evidenced by an Officers' Certificate;

      (d) whenever in the administration of this Declaration,  the Institutional
Trustee shall deem it desirable  that a matter be proved or  established  before
undertaking,  suffering  or omitting  any action  hereunder,  the  Institutional
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 Administrators;

      (e) the Institutional  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 reregistration thereof;


                                       19
<PAGE>


      (f) the  Institutional  Trustee may consult with counsel of its  selection
(which counsel may be counsel to the Sponsor or any of its  Affiliates)  and the
advice of such counsel shall be full and complete  authorization  and protection
in respect of any action  taken,  suffered  or omitted by it  hereunder  in good
faith  and  in  reliance  thereon  and  in  accordance  with  such  advice;  the
Institutional  Trustee  shall  have the  right at any time to seek  instructions
concerning the  administration  of this  Declaration from any court of competent
jurisdiction;

      (g) the Institutional 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 of the  Holders  pursuant  to this  Declaration,  unless  such
Holders shall have offered to the  Institutional  Trustee  security or indemnity
reasonably  satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;  provided,
that nothing  contained in this  Section  2.10(g)  shall be taken to relieve the
Institutional  Trustee, upon the occurrence of an Event of Default (of which the
Institutional  Trustee has  knowledge (as provided in Section  2.10(m)  hereof))
that has not been cured or waived,  of its obligation to exercise the rights and
powers vested in it by this Declaration;

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

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

      (j) whenever in the  administration  of this Declaration the Institutional
Trustee  shall  deem it  desirable  to  receive  instructions  with  respect  to
enforcing  any  remedy  or right or  taking  any  other  action  hereunder,  the
Institutional  Trustee  (i) may  request  instructions  from the  Holders of the
Common Securities and the Capital  Securities,  which  instructions may be given
only by the Holders of the same  proportion in liquidation  amount of the Common
Securities  and the  Capital  Securities  as would be  entitled  to  direct  the
Institutional  Trustee under the terms of the Common  Securities and the Capital
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 fully  protected  in acting in
accordance with such instructions;

      (k)  except as  otherwise  expressly  provided  in this  Declaration,  the
Institutional  Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Declaration;

      (l) when the Institutional  Trustee incurs expenses or renders services in
connection  with a  Bankruptcy  Event,  such  expenses  (including  the fees and
expenses of its counsel) and the  compensation for such services are intended to
constitute  expenses of administration  under any bankruptcy law or law relating
to creditors rights generally;


                                       20
<PAGE>


      (m) the  Institutional  Trustee shall not be charged with  knowledge of an
Event of Default unless a Responsible  Officer of the Institutional  Trustee has
actual  knowledge of such event or the  Institutional  Trustee  receives written
notice of such event from any  Holder,  except  that the  Institutional  Trustee
shall be deemed to have  knowledge of any Event of Default  pursuant to Sections
5.01(a) or 5.01(b) of the  Indenture  (other than an Event of Default  resulting
from the  default in the  payment  of  Additional  Amounts if the  Institutional
Trustee does not have actual  knowledge  or written  notice that such payment is
due and payable);

      (n) any action taken by the Institutional  Trustee or its agents hereunder
shall bind the Trust and the Holders of the Securities, and the signature of the
Institutional  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  Institutional  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 Institutional Trustee's or its agent's taking such
action; and

      (o) no provision of this Declaration shall be deemed to impose any duty or
obligation on the  Institutional  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 Institutional 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,  and no permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

      Section 2.11.  Delaware  Trustee.  Notwithstanding  any other provision of
this  Declaration  other than Section 4.2,  the  Delaware  Trustee  shall not be
entitled to exercise any powers,  and the Delaware Trustee shall not have any of
the duties and  responsibilities  of any of the  Trustees or the  Administrators
specified in this  Declaration  (except as may be required  under the  Statutory
Trust Act).  Except as set forth in Section 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited  purpose of fulfilling the  requirements of ss.
3807 of the Statutory Trust Act.

      Section  2.12.  Execution of  Documents.  Unless  otherwise  determined in
writing by the Institutional  Trustee,  and except as otherwise  required by the
Statutory  Trust  Act,  the  Institutional  Trustee,  or any  one or more of the
Administrators,  as the case may be, is  authorized  to execute  and  deliver on
behalf of the Trust any documents, agreements,  instruments or certificates that
the  Trustees  or the  Administrators,  as the case may be,  have the  power and
authority to execute pursuant to Section 2.6.

      Section 2.13. 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,  the
Debentures or the Securities.


                                       21
<PAGE>


      Section 2.14.  Duration of Trust. The Trust,  unless dissolved pursuant to
the  provisions of Article VII hereof,  shall have  existence for five (5) years
after the Maturity Date.

      Section  2.15.  Mergers.  (a) The Trust may not  consolidate,  amalgamate,
merge  with or into,  or be  replaced  by,  or  convey,  transfer  or lease  its
properties and assets  substantially  as an entirety to any corporation or other
Person,  except as described in this Section 2.15 and except with respect to the
distribution  of  Debentures  to  Holders  of  Securities  pursuant  to  Section
7.1(a)(iv) of this Declaration or Section 4 of Annex I.

      (b) The Trust may, with the consent of the  Administrators  (which consent
will not be unreasonably  withheld) and without the consent of the Institutional
Trustee,  the  Delaware  Trustee  or  the  Holders  of the  Capital  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 a trust organized as such under the laws of any state;  provided,
that:

            (i) if the Trust is not the  survivor,  such  successor  entity (the
      "Successor Entity") either:

                  (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 that the Successor  Securities rank the same as the
            Securities  rank with respect to  Distributions  and  payments  upon
            Liquidation, redemption and otherwise;

            (ii)  the  Sponsor  expressly   appoints,   as  the  holder  of  the
      Debentures,  a trustee of the  Successor  Entity that  possesses  the same
      powers and duties as the Institutional Trustee;

            (iii) the Capital Securities or any Successor  Securities are listed
      or  quoted,  or any  Successor  Securities  will be listed or quoted  upon
      notification  of  issuance,  on any national  securities  exchange or with
      another  organization  on which the Capital  Securities are then listed or
      quoted, if any;

            (iv)  such   merger,   consolidation,   amalgamation,   replacement,
      conveyance,  transfer  or lease does not cause the  rating on the  Capital
      Securities  or any  Successor  Securities to be downgraded or withdrawn by
      any nationally recognized statistical rating organization,  if the Capital
      Securities are then rated;

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


                                       22
<PAGE>


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

            (vii)   prior   to   such   merger,   consolidation,   amalgamation,
      replacement,  conveyance,  transfer  or lease,  the Trust has  received  a
      written  opinion of a  nationally  recognized  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 of the Securities or any
            Successor  Securities  in any  material  respect  (other  than  with
            respect to any dilution of such Holders'  interests in the Successor
            Entity);

                  (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 under the Investment Company Act; 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  guarantees  the  obligations  of the  Successor
      Entity under the Successor  Securities to the same extent  provided by the
      Indenture, the Guarantee, the Debentures and this Declaration; and

            (ix) prior to such merger, consolidation, amalgamation, replacement,
      conveyance,  transfer  or lease,  the  Institutional  Trustee  shall  have
      received an Officers'  Certificate of the Administrators and an opinion of
      counsel,  each  to the  effect  that  all  conditions  precedent  of  this
      paragraph (b) to such transaction have been satisfied.

      (c) Notwithstanding  Section 2.15(b), the Trust shall not, except with the
consent of Holders of 100% in 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  Successor  Entity to be
classified as other than a grantor trust for United  States  federal  income tax
purposes.


                                       23
<PAGE>


                                  ARTICLE III

                                     SPONSOR

      Section 3.1. Sponsor's Purchase of Common Securities. On the Closing Date,
the Sponsor will purchase all of the Common  Securities  issued by the Trust, in
an amount at least equal to 3% of the capital of the Trust,  at the same time as
the Capital Securities are sold.

      Section 3.2. Responsibilities of the Sponsor. In connection with the issue
and sale of the Capital  Securities,  the Sponsor shall have the exclusive right
and  responsibility and sole decision to engage in, or direct the Administrators
to engage in, the following activities:

      (a) to determine the jurisdictions in which to take appropriate  action to
qualify or register for sale all or part of the Capital 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,  advisable  or  incidental  thereto  in  order  to  comply  with  the
applicable laws of any such jurisdictions;

      (b) to prepare  for filing and  request  the  Administrators  to cause the
filing by the Trust,  as may be  appropriate,  of an  application  to the PORTAL
system,  for  listing  or  quotation  upon  notice of  issuance  of any  Capital
Securities,  as  requested  by the  Holders  of not  less  than  a  Majority  in
liquidation amount of the Capital Securities; and

      (c) to negotiate the terms of and/or  execute and deliver on behalf of the
Trust, the Placement  Agreement and other related  agreements  providing for the
sale of the Capital Securities.

                                   ARTICLE IV

                           TRUSTEES AND ADMINISTRATORS

      Section 4.1. Number of Trustees. The number of Trustees initially shall be
two, 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 Holder of a Majority in liquidation amount
of the  Common  Securities  voting as a class at a meeting  of the Holder of the
Common Securities;  provided, however, that there shall be a Delaware Trustee if
required by Section  4.2; and there shall always be one Trustee who shall be the
Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it
meets the  applicable  requirements,  in which case  Section  2.11 shall have no
application to such entity in its capacity as Institutional Trustee.

      Section 4.2. Delaware Trustee. If required by the Statutory Trust Act, one
Trustee (the "Delaware Trustee") shall be:

      (a) a natural person who is a resident of the State of Delaware and a U.S.
Person at least 21 years of age; or


                                       24
<PAGE>


      (b) if not a natural  person,  an entity which is organized under the laws
of the United States or any state  thereof or the District of Columbia,  has its
principal  place of business in the State of Delaware,  and otherwise  meets the
requirements of applicable law, including ss.3807 of the Statutory Trust Act.

      The initial Delaware Trustee shall be Wilmington Trust Company.

      Section 4.3. Institutional Trustee; Eligibility.

      (a)  There  shall  at  all  times  be  one  Trustee   that  shall  act  as
Institutional Trustee which shall:

            (i) not be an Affiliate of the Sponsor;

            (ii) not offer or provide credit or credit enhancement to the Trust;
      and

            (iii) be a banking corporation or national association organized and
      doing business under the laws of the United States of America or any state
      thereof or of the District of Columbia and  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 or  District of Columbia
      authority.  If such corporation or national association  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 4.3(a)(iii),  the combined capital and surplus of
      such  corporation  or  national  association  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 Institutional Trustee shall cease to be eligible to
so act under Section 4.3(a), the Institutional  Trustee shall immediately resign
in the manner and with the effect set forth in Section 4.5.

      (c) If the  Institutional  Trustee has or shall  acquire any  "conflicting
interest"  within the  meaning of ss.  310(b) of the Trust  Indenture  Act,  the
Institutional  Trustee shall either  eliminate  such interest or resign,  to the
extent and in the manner provided by, and subject to this Declaration.

      (d) The initial Institutional Trustee shall be Wilmington Trust Company.

      Section 4.4.  Administrators.  Each Administrator  shall be a U.S. Person.
There  shall  at all  times  be at  least  one  Administrator.  Except  where  a
requirement for action by a specific number of  Administrators  is expressly set
forth in this  Declaration  and except with  respect to any action the taking of
which is the subject of a meeting of the Administrators,  any action required or
permitted  to be taken by the  Administrators  may be taken by, and any power of
the  Administrators  may be  exercised  by, or with the consent of, any one such
Administrator acting alone.


                                       25
<PAGE>


      Section 4.5. Appointment,  Removal and Resignation of the Trustees and the
Administrators.

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

      (b) Subject to Section 4.5(a),  a Relevant  Trustee may resign at any time
by giving  written  notice  thereof  to the  Holders  of the  Securities  and by
appointing  a  successor   Relevant   Trustee.   Upon  the  resignation  of  the
Institutional  Trustee,  the Institutional  Trustee shall appoint a successor by
requesting  from at least three  Persons  meeting the  eligibility  requirements
their expenses and charges to serve as the successor  Institutional Trustee on a
form provided by the Administrators,  and selecting the Person who agrees to the
lowest  expense and charges  (the  "Successor  Institutional  Trustee").  If the
instrument  of acceptance by the  successor  Relevant  Trustee  required by this
Section  shall not have been  delivered to the Relevant  Trustee  within 60 days
after the giving of such notice of  resignation or delivery of the instrument of
removal,  the Relevant  Trustee may petition,  at the expense of the Trust,  any
federal,  state or District of Columbia court of competent  jurisdiction for the
appointment of a successor  Relevant  Trustee.  Such court may thereupon,  after
prescribing  such  notice,  if any,  as it may deem  proper,  appoint a Relevant
Trustee. The Institutional  Trustee shall have no liability for the selection of
such successor pursuant to this Section.

      (c) Unless an Event of Default shall have occurred and be continuing,  any
Trustee  may be  removed at any time by an act of the  Holders of a Majority  in
liquidation amount of the Common Securities. If any Trustee shall be so removed,
the  Holders of the Common  Securities,  by act of the  Holders of a Majority in
liquidation  amount of the Common Securities  delivered to the Relevant Trustee,
shall promptly appoint a successor Relevant Trustee, and such successor Relevant
Trustee shall comply with the  applicable  requirements  of this Section.  If an
Event of Default  shall  have  occurred  and be  continuing,  the  Institutional
Trustee or the Delaware  Trustee,  or both of them, may be removed by the act of
the  Holders of a Majority  in  liquidation  amount of the  Capital  Securities,
delivered to the Relevant  Trustee (in its individual  capacity and on behalf of
the  Trust).  If any  Trustee  shall  be so  removed,  the  Holders  of  Capital
Securities,  by act of the  Holders of a Majority in  liquidation  amount of the
Capital  Securities then outstanding  delivered to the Relevant  Trustee,  shall
promptly appoint a successor  Relevant  Trustee or Trustees,  and such successor
Relevant Trustee shall comply with the applicable  requirements of this Section.
If no successor  Relevant Trustee shall have been so appointed by the Holders of
a  Majority  in  liquidation  amount  of the  Capital  Securities  and  accepted
appointment in the manner required by this Section within 30 days after delivery
of an instrument of removal,  the Relevant  Trustee or any Holder who has been a
Holder of the  Securities  for at least six months may, on behalf of himself and
all others  similarly  situated,  petition  any  federal,  state or  District of
Columbia  court of competent  jurisdiction  for the  appointment  of a successor
Relevant  Trustee.  Such court may thereupon,  after prescribing such notice, if
any, as it may deem proper, appoint a successor Relevant Trustee or Trustees.

      (d) The  Institutional  Trustee shall give notice of each  resignation and
each  removal of a Trustee and each  appointment  of a successor  Trustee to all
Holders and to the Sponsor.  Each notice shall include the name of the successor
Relevant  Trustee and the  address of its  Corporate  Trust  Office if it is the
Institutional Trustee.


                                       26
<PAGE>


      (e)   Notwithstanding  the  foregoing  or  any  other  provision  of  this
Declaration,  in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become  incompetent  or  incapacitated,  the vacancy
created  by  such  death,  incompetence  or  incapacity  may  be  filled  by the
Institutional  Trustee  following  the  procedures  in this  Section  (with  the
successor  being a  Person  who  satisfies  the  eligibility  requirement  for a
Delaware  Trustee  set  forth  in this  Declaration)  (the  "Successor  Delaware
Trustee").

      (f) In case of the appointment  hereunder of a successor Relevant Trustee,
the retiring  Relevant Trustee and each successor  Relevant Trustee with respect
to the  Securities  shall execute and deliver an amendment  hereto  wherein each
successor  Relevant  Trustee shall accept such  appointment  and which (a) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm  to, and to vest in,  each  successor  Relevant  Trustee all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Securities and the Trust and (b) shall add to or change any of the provisions of
this  Declaration  as  shall be  necessary  to  provide  for or  facilitate  the
administration  of the  Trust  by more  than  one  Relevant  Trustee,  it  being
understood  that  nothing  herein or in such  amendment  shall  constitute  such
Relevant  Trustees  co-trustees  and upon the  execution  and  delivery  of such
amendment  the  resignation  or removal of the retiring  Relevant  Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of the  Trust or any  successor  Relevant  Trustee,  such  retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid  fees,  expenses  and  indemnities  of such
retiring Relevant Trustee.

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

      (h) The  Holders of the Capital  Securities  will have no right to vote to
appoint,  remove or replace the  Administrators,  which voting rights are vested
exclusively in the Holders of the Common Securities.

      (i)  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 Delaware Trustee in
the State of Delaware.

      Section 4.6. Vacancies Among Trustees.  If a Trustee ceases to hold office
for any reason and the number of  Trustees  is not  reduced  pursuant to Section
4.1,  or if the number of  Trustees  is  increased  pursuant  to Section  4.1, a
vacancy shall occur.  A resolution  certifying  the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the Trustees shall be
conclusive  evidence of the  existence  of such  vacancy.  The vacancy  shall be
filled with a Trustee appointed in accordance with Section 4.5.


                                       27
<PAGE>


      Section 4.7.  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,  terminate  or
annul the Trust or terminate this Declaration.  Whenever a vacancy in the number
of Trustees  shall occur,  until such vacancy is filled by the  appointment of a
Trustee in accordance with Section 4.5, the Institutional Trustee shall have all
the powers  granted to the Trustees and shall  discharge all the duties  imposed
upon the Trustees by this Declaration.

      Section 4.8. Meetings of the Trustees and the Administrators.  Meetings of
the Trustees or the Administrators shall be held from time to time upon the call
of any Trustee or Administrator, as applicable. Regular meetings of the Trustees
and the Administrators,  respectively,  may be in person in the United States or
by  telephone,  at a place (if  applicable)  and time fixed by resolution of the
Trustees or the Administrators,  as applicable. Notice of any in-person meetings
of the  Trustees or the  Administrators  shall be hand  delivered  or  otherwise
delivered  in writing  (including  by  facsimile,  with a hard copy by overnight
courier) not less than 48 hours before such  meeting.  Notice of any  telephonic
meetings of the Trustees or the Administrators 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 a Trustee or an
Administrator,  as the case may be, at a meeting  shall  constitute  a waiver of
notice of such meeting except where a Trustee or an  Administrator,  as the case
may  be,  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  Trustees  or the  Administrators,  as the  case  may be,  may be taken at a
meeting by vote of a majority  of the  Trustees  or the  Administrators  present
(whether in person or by  telephone)  and  eligible to vote with respect to such
matter; provided, that, in the case of the Administrators,  a Quorum is present,
or without a meeting by the  unanimous  written  consent of the  Trustees or the
Administrators,   as  the  case  may  be.  Meetings  of  the  Trustees  and  the
Administrators  together  shall be held  from  time to time upon the call of any
Trustee or Administrator.

      Section 4.9. Delegation of Power. (a) Any Trustee or any Administrator, as
the case may be, may,  by power of  attorney  consistent  with  applicable  law,
delegate to any other  natural  person over the age of 21 that is a U.S.  Person
his or her power for the purpose of  executing  any  documents,  instruments  or
other writings contemplated in Section 2.6.

      (b) The Trustees shall have power to delegate from time to time to such of
their number or to any officer of the Trust that is a U.S. Person,  the doing of
such things and the execution of such  instruments or other  writings  either in
the name of the Trust or the names of the  Trustees or otherwise as the Trustees
may  deem  expedient,  to  the  extent  such  delegation  is not  prohibited  by
applicable law or contrary to the provisions of the Trust, as set forth herein.

      Section 4.10. Merger, Conversion, Consolidation or Succession to Business.
Any Person into which the Institutional  Trustee or the Delaware Trustee, as the
case  may  be,  may  be  merged  or  converted  or  with  which  either  may  be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation to which the Institutional 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  Institutional  Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional 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  Secretary  of State of the State of  Delaware as
contemplated in Section 4.5(i).


                                       28
<PAGE>


                                   ARTICLE V

                                  DISTRIBUTIONS

      Section  5.1.  Distributions.   Holders  shall  receive  Distributions  in
accordance  with the  applicable  terms  of the  relevant  Holder's  Securities.
Distributions  shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their  respective  terms. If and
to the extent that the Debenture  Issuer makes a payment of interest  (including
any  Additional  Amounts or Deferred  Interest)  or  premium,  if any, on and/or
principal of the Debentures held by the Institutional Trustee (the amount of any
such payment being a "Payment Amount"),  the Institutional  Trustee shall and is
directed,  to the extent funds are  available  in the Property  Account for that
purpose,  to make a  distribution  (a  "Distribution")  of the Payment Amount to
Holders.  For the avoidance of doubt, funds in the Property Account shall not be
distributed  to Holders to the extent of any taxes payable by the Trust,  in the
case of withholding  taxes,  as determined by the  Institutional  Trustee or any
Paying  Agent  and,  in the case of  taxes  other  than  withholding  taxes,  as
determined  by the  Administrators  in a  written  notice  to the  Institutional
Trustee.

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

      Section 6.1. General Provisions Regarding Securities.

      (a) The  Administrators  shall on behalf of the Trust  issue one series of
capital  securities,  evidenced by a  certificate  substantially  in the form of
Exhibit A-1,  representing  undivided  beneficial interests in the assets of the
Trust  and  having  such  terms  as are  set  forth  in  Annex  I (the  "Capital
Securities"),  and one series of common  securities,  evidenced by a certificate
substantially  in the form of Exhibit  A-2,  representing  undivided  beneficial
interests  in the assets of the Trust and having  such terms as are set forth in
Annex I (the "Common Securities").  The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital  Securities  and the
Common  Securities.  The Capital  Securities  rank pari passu with,  and payment
thereon shall be made Pro Rata with, the Common Securities except that, where an
Event of Default has  occurred and is  continuing,  the rights of Holders of the
Common  Securities  to payment in respect of  Distributions  and  payments  upon
liquidation,  redemption and otherwise are subordinated to the rights to payment
of the Holders of the Capital Securities.


                                       29
<PAGE>


      (b) The Certificates shall be signed on behalf of the Trust by one or more
Administrators. Such signature shall be the facsimile or manual signature of any
Administrator.  In case any Administrator of the Trust who shall have signed any
of the Securities shall cease to be such  Administrator  before the Certificates
so signed shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the person who signed such Certificates had not ceased to be
such Administrator. Any Certificate may be signed on behalf of the Trust by such
person who, at the actual date of  execution  of such  Certificate,  shall be an
Administrator  of the Trust,  although at the date of the execution and delivery
of the  Declaration  any such  person was not such an  Administrator.  A Capital
Security shall not be valid until the Certificate evidencing it is authenticated
by  the  manual  or  facsimile   signature  of  an  Authorized  Officer  of  the
Institutional  Trustee.  Such  signature  shall be conclusive  evidence that the
Certificate  evidencing such Capital Security has been authenticated  under this
Declaration.  Upon written order of the Trust signed by one  Administrator,  the
Institutional Trustee shall authenticate one or more Certificates evidencing the
Capital Securities for original issue. The Institutional  Trustee may appoint an
authenticating  agent  that  is a  U.S.  Person  acceptable  to the  Sponsor  to
authenticate  Certificates evidencing Capital Securities. A Common Security need
not be so  authenticated  and  shall  be  valid  upon  execution  by one or more
Administrators.

      (c) 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.

      (d) Upon issuance of the Securities as provided in this  Declaration,  the
Securities  so issued  shall be  deemed to be  validly  issued,  fully  paid and
non-assessable,  and each  Holder  thereof  shall be  entitled  to the  benefits
provided by this Declaration.

      (e) Every Person,  by virtue of having become a Holder 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  and the
Guarantee.

      Section  6.2.  Paying  Agent,   Transfer  Agent,   Calculation  Agent  and
Registrar.

      (a) The Trust shall  maintain  in  Wilmington,  Delaware  (i) an office or
agency where the  Securities  may be presented for payment (the "Paying  Agent")
and (ii) an office or agency where  Securities may be presented for registration
of transfer or exchange (the "Transfer Agent"). The Trust shall keep or cause to
be kept at such office or agency a register (the "Securities  Register") for the
purpose of  registering  Securities  and transfers and exchanges of  Securities,
such  Securities  Register  to be held by a  registrar  (the  "Registrar").  The
Administrators  may appoint the Paying  Agent,  the  Registrar  and the Transfer
Agent,  and  may  appoint  one or more  additional  Paying  Agents,  one or more
co-Registrars,  or one or more co-Transfer  Agents in such other locations as it
shall determine.  The term "Paying Agent" includes any additional  Paying Agent,
the term "Registrar"  includes any additional  Registrar or co-Registrar and the
term  "Transfer  Agent"  includes any  additional  Transfer Agent or co-Transfer
Agent.  The  Administrators  may  change  any Paying  Agent,  Transfer  Agent or
Registrar at any time without  prior  notice to any Holder.  The  Administrators
shall  notify the  Institutional  Trustee of the name and  address of any Paying
Agent,  Transfer  Agent  and  Registrar  not a party  to this  Declaration.  The
Administrators  hereby  initially  appoint the  Institutional  Trustee to act as
Paying Agent,  Transfer  Agent and Registrar for the Capital  Securities and the
Common Securities at its Corporate Trust Office.  The  Institutional  Trustee or
any of its  Affiliates in the United  States may act as Paying  Agent,  Transfer
Agent or Registrar.


                                       30
<PAGE>


      (b) The  Trust  shall  also  appoint  a  Calculation  Agent,  which  shall
determine the Coupon Rate in accordance  with the terms of the  Securities.  The
Trust initially appoints the Institutional Trustee as Calculation Agent.

      Section 6.3. Form and Dating.

      (a) The Capital Securities shall be evidenced by one or more Certificates,
and the Institutional  Trustee's certificate of authentication thereon shall be,
substantially  in the form of Exhibit  A-1, and the Common  Securities  shall be
evidenced by one or more Certificates  substantially in the form of Exhibit A-2,
each of  which  is  hereby  incorporated  in and  expressly  made a part of this
Declaration. Certificates may be typed, printed, lithographed or engraved or may
be  produced  in  any  other  manner  as  is   reasonably   acceptable   to  the
Administrators,   as  conclusively   evidenced  by  their   execution   thereof.
Certificates evidencing Securities may have letters, 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  Sponsor).  The Trust at the  direction of the Sponsor  shall
furnish  any such  legend  not  contained  in Exhibit  A-1 to the  Institutional
Trustee in writing. Each Capital Security Certificate shall be dated the date of
its  authentication.  The terms and  provisions of the  Securities  set forth in
Annex I and the forms of Certificates set forth in Exhibits A-1 and A-2 are part
of the terms of this Declaration and to the extent applicable, the Institutional
Trustee,  the Delaware Trustee,  the  Administrators  and the Sponsor,  by their
execution and delivery of this  Declaration,  expressly  agree to such terms and
provisions and to be bound thereby.  Capital  Securities  will be issued only in
blocks having an aggregate liquidation amount of not less than $100,000.

      (b) The  Capital  Securities  are  being  offered  and  sold by the  Trust
initially pursuant to the Placement Agreement in definitive form,  registered in
the  name of the  Holder  thereof,  without  coupons  and  with  the  Restricted
Securities Legend.

      Section 6.4. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated  Certificate  should  be  surrendered  to  the  Registrar,  or if  the
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft  of any  Certificate  and (b) the  related  Holder  shall  deliver  to the
Registrar,  the  Administrators  and the Institutional  Trustee such security or
indemnity as may be reasonably  required by them to keep each of them  harmless,
then, in the absence of notice that such Certificate shall have been acquired by
a bona fide  purchaser,  an  Administrator  on behalf of the Trust shall execute
(and in the case of a Capital Security  Certificate,  the Institutional  Trustee
shall  authenticate)  and deliver to such Holder,  in exchange for or in lieu of
any such mutilated,  destroyed, lost or stolen Certificate, a new Certificate of
like denomination.  In connection with the issuance of any new Certificate under
this Section, the Registrar or the Administrators may require such Holder to pay
a sum  sufficient  to cover  any tax or other  governmental  charge  that may be
imposed in connection therewith. Any Certificate executed and delivered pursuant
to this Section shall constitute conclusive evidence of an ownership interest in
the  relevant  Securities,  as if  originally  issued,  whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


                                       31
<PAGE>


      Section 6.5.  Temporary  Certificates.  Until definitive  Certificates are
ready for delivery,  the Administrators may prepare and execute on behalf of the
Trust  and,  in the case of Capital  Security  Certificates,  the  Institutional
Trustee shall authenticate, temporary Certificates. Temporary Certificates shall
be substantially in the form of definitive  Certificates but may have variations
that the Administrators consider appropriate for temporary Certificates. Without
unreasonable  delay, the  Administrators  shall prepare and execute on behalf of
the  Trust  and,  in  the  case  of  the  Capital  Security  Certificates,   the
Institutional Trustee shall authenticate definitive Certificates in exchange for
temporary Certificates.

      Section  6.6.  Cancellation.  The  Administrators  at any time may deliver
Certificates   evidencing   Securities   to  the   Institutional   Trustee   for
cancellation.  The  Registrar  shall  forward to the  Institutional  Trustee any
Certificates  evidencing  Securities  surrendered  to  it  for  registration  of
transfer, redemption or payment. The Institutional Trustee shall promptly cancel
all Certificates surrendered for registration of transfer, payment,  replacement
or  cancellation  and  shall  dispose  of  such  canceled  Certificates  as  the
Administrators  direct.  The  Administrators  may not issue new  Certificates to
replace  Certificates  evidencing  Securities that have been paid or, except for
Certificates  surrendered  for  purposes  of the  transfer  or  exchange  of the
Securities  evidenced  thereby,  that have been  delivered to the  Institutional
Trustee for cancellation.

      Section 6.7. Rights of Holders; Waivers of Past Defaults.

      (a) The legal  title to the Trust  Property is vested  exclusively  in the
Institutional  Trustee (in its capacity as such) in accordance with Section 2.5,
and the  Holders  shall  not have any  right or  title  therein  other  than the
undivided  beneficial  interest  in the assets of the Trust  conferred  by their
Securities and they shall have no right to call for any partition or division of
property,  profits  or rights  of the  Trust  except  as  described  below.  The
Securities  shall be personal  property giving only the rights  specifically set
forth therein and in this  Declaration.  The  Securities  shall have no, and the
issuance of the Securities shall not be subject to,  preemptive or other similar
rights and when issued and delivered to Holders  against payment of the purchase
price  therefor,  the  Securities  will be fully paid and  nonassessable  by the
Trust.

      (b) For so long as any Capital Securities remain outstanding,  if, upon an
Indenture  Event of Default,  the Debenture  Trustee fails or the holders of not
less than 25% in principal amount of the outstanding  Debentures fail to declare
the principal of all of the  Debentures to be immediately  due and payable,  the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities then  outstanding  shall have the right to make such declaration by a
notice in writing to the  Institutional  Trustee,  the Sponsor and the Debenture
Trustee.

      (c) At any time after the  acceleration  of maturity of the Debentures has
been made and before a judgment  or decree for payment of the money due has been
obtained  by  the  Debenture  Trustee  as  provided  in  the  Indenture,  if the
Institutional Trustee, subject to the provisions hereof, fails to annul any such
acceleration  and waive such default,  the Holders of a Majority in  liquidation
amount  of the  Capital  Securities,  by  written  notice  to the  Institutional
Trustee,  the  Sponsor  and the  Debenture  Trustee,  may rescind and annul such
acceleration and its consequences if:


                                       32
<PAGE>


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

                  (A)  all  overdue  installments  of  interest  on  all  of the
            Debentures;

                  (B) any accrued Deferred Interest on all of the Debentures;

                  (C) all  payments  on any  Debentures  that  have  become  due
            otherwise  than by  such  acceleration  and  interest  and  Deferred
            Interest thereon at the rate borne by the Debentures; and

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

            (ii) all Events of Default  with  respect to the  Debentures,  other
      than the  non-payment  of the  principal  of or  premium,  if any,  on the
      Debentures  that has  become due  solely by such  acceleration,  have been
      cured or waived as provided in Section 5.07 of the Indenture.

      (d) The  Holders  of a  Majority  in  liquidation  amount  of the  Capital
Securities  may, on behalf of the Holders of all the Capital  Securities,  waive
any past  Default  or Event of  Default,  except a Default  or Event of  Default
arising from the non-payment of principal of or premium,  if any, or interest on
the Debentures (unless such Default or Event of Default has been cured and a sum
sufficient to pay all matured  installments  of interest,  premium and principal
due  otherwise  than by  acceleration  has been  deposited  with  the  Debenture
Trustee) or a Default or Event of Default in respect of a covenant or  provision
that under the  Indenture  cannot be modified or amended  without the consent of
the holder of each  outstanding  Debenture.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.

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


                                       33
<PAGE>


      (f)  Except as  otherwise  provided  in this  Section,  the  Holders  of a
Majority in liquidation  amount of the Capital  Securities may, on behalf of the
Holders  of all the  Capital  Securities,  waive  any past  Default  or Event of
Default and its  consequences.  Upon such  waiver,  any such Default or Event of
Default  shall  cease to exist,  and any  Default  or Event of  Default  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 or impair any right consequent thereon.

                                  ARTICLE VII

                      DISSOLUTION AND TERMINATION OF TRUST

      Section 7.1.  Dissolution  and  Termination of Trust.  (a) The Trust shall
dissolve on the first to occur of :

            (i) unless earlier dissolved, on January 23, 2039, the expiration of
      the term of the Trust;

            (ii) a Bankruptcy  Event with  respect to the Sponsor,  the Trust or
      the Debenture Issuer;

            (iii)  other  than in  connection  with a merger,  consolidation  or
      similar  transaction not prohibited by the Indenture,  this Declaration or
      the  Guarantee,  as the  case  may be,  the  filing  of a  certificate  of
      dissolution  or its  equivalent  with  respect to the  Sponsor or upon the
      revocation  of the charter of the Sponsor  and the  expiration  of 90 days
      after the date of revocation without a reinstatement thereof;

            (iv) the distribution of all of the Debentures to the Holders of the
      Securities,  upon  exercise  of the  right  of the  Holders  of all of the
      outstanding Common Securities to dissolve the Trust as provided in Annex I
      hereto;

            (v) the entry of a decree of judicial  dissolution  of any Holder of
      the Common Securities, the Sponsor, the Trust or the Debenture Issuer;

            (vi) when all of the  Securities  are then subject to redemption and
      the amounts  necessary for redemption  thereof shall have been paid to the
      Holders in accordance with the terms of the Securities; or

            (vii) before the issuance of any Securities, with the consent of all
      of the Trustees and the Sponsor.

      (b) As soon as is practicable after the occurrence of an event referred to
in Section  7.1(a),  and after  satisfaction  of liabilities to creditors of the
Trust as required by applicable  law,  including  ss.3808 of the Statutory Trust
Act,  and subject to the terms set forth in Annex I, the  Institutional  Trustee
shall  terminate  the Trust by filing a  certificate  of  cancellation  with the
Secretary of State of the State of Delaware.


                                       34
<PAGE>


      (c) The  provisions  of  Section  2.9 and  Article  IX shall  survive  the
termination of the Trust.

                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

      Section 8.1. General. (a) Where a Holder of Capital Securities delivers to
the  Registrar  in  accordance  with this  Declaration  a request to  register a
transfer of such  Holder's  Capital  Securities or to exchange them for an equal
aggregate  liquidation  amount of Capital  Securities  represented  by different
Certificates,  the  Registrar  shall  register the transfer or make the exchange
when the  requirements  specified  in this  Article  VIII for such  transfer  or
exchange are met. To facilitate  registrations  of transfers and exchanges,  the
Trust shall execute and the  Institutional  Trustee shall  authenticate  Capital
Security Certificates at the Registrar's request.

      (b) Upon issuance of the Common Securities,  the Sponsor shall acquire and
retain beneficial and record ownership of the Common Securities and, for so long
as the Securities remain outstanding,  the Sponsor shall maintain 100% ownership
of the Common Securities; provided, however, that any permitted successor of the
Debenture  Issuer under the Indenture may succeed to the Sponsor's  ownership of
the Common Securities.

      (c) Capital  Securities may only be  transferred,  in whole or in part, in
accordance  with the terms and conditions set forth in this  Declaration  and in
the  terms  of the  Capital  Securities.  To the  fullest  extent  permitted  by
applicable  law, any transfer or purported  transfer of any Security not made in
accordance with this Declaration shall be null and void and will be deemed to be
of no legal effect whatsoever and any such purported  transferee shall be deemed
not to be the Holder of such Capital Securities for any purpose,  including, but
not limited to, the receipt of  Distributions  on such Capital  Securities,  and
such transferee  shall be deemed to have no interest  whatsoever in such Capital
Securities.

      (d)  The  Registrar  shall  provide  in the  Securities  Register  for the
registration  of  Securities  and of  transfers  of  Securities,  which  will be
effected  without  charge  but only upon  payment  (with such  indemnity  as the
Registrar may  reasonably  require) in respect of any tax or other  governmental
charges that may be imposed in relation to it. Upon its receipt of the documents
required  under  this  Section  8.1(d)  for  registration  of  transfer  of  any
Securities, the Registrar shall register in the Securities Register, in the name
of the designated  transferee or transferees,  the Securities being  transferred
and  thereupon,  for all purposes of this  Declaration,  such transfer  shall be
effective and such transferee or transferees shall be, and such transferor shall
no longer be, the Holder of the transferred Securities. Upon the registration of
transfer of a Security  pursuant to the terms of this Declaration in the name of
the new Holder thereof,  such Security shall constitute the same Security as the
Security so  transferred  and shall be entitled to the same benefits  under this
Declaration  as  the  Security  so  transferred.  The  Registrar  shall,  and is
authorized to, record and register in the Securities  Register the transfer of a
Security  upon the  Registrar's  receipt of originals or copies (which may be by
facsimile or other form of electronic  transmission) of (i) a written instrument
of transfer in form  reasonably  satisfactory  to the Registrar duly executed by
the Holder or such  Holder's  attorney duly  authorized in writing,  and (ii) if
such Security is being transferred prior to the Resale  Restriction  Termination
Date other than in accordance with Section 8.4, a certificate  substantially  in
the form set forth as Exhibit B, C or D, as applicable,  hereto, executed by the
transferor or transferee, as applicable;  thereupon, the Registrar is authorized
to confirm in writing to the transferee and, if requested,  to the transferor of
such Security that such transfer has been registered in the Securities  Register
and that  such  transferee  is the  Holder  of such  Security.  The  Certificate
evidencing the Security so transferred,  duly endorsed by the transferor,  shall
be surrendered to the Registrar at the time the transfer conditions specified in
the  immediately  preceding  sentence are  satisfied or within five (5) Business
Days after the  Registrar  has  registered  the transfer of such Security on the
Securities  Register,  and promptly after such surrender,  an  Administrator  on
behalf  of the  Trust  shall  execute  and,  in the case of a  Capital  Security
Certificate, the Institutional Trustee shall, and is authorized to, authenticate
a  Certificate  in the name of the  transferee as the new Holder of the Security
evidenced thereby.  Until the Certificate evidencing the Security so transferred
is surrendered  to the  Registrar,  such Security may not be transferred by such
new Holder.  Each  Certificate  surrendered in connection with a registration of
transfer shall be canceled by the Institutional Trustee pursuant to Section 6.6.
A  transferee  of a Security  shall be entitled to the rights and subject to the
obligations of a Holder  hereunder upon the registration of such transfer in the
Securities  Register.  Each such transferee shall be deemed to have agreed to be
bound by this Declaration.


                                       35
<PAGE>


      (e) Neither  the Trust nor the  Registrar  shall be required  (i) to issue
Certificates representing Securities or register the transfer of or exchange any
Securities  during a period  beginning at the opening of business 15 days before
the day of any selection of Securities for redemption and ending at the close of
business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of the  Securities  to be redeemed,  or
(ii) to  register  the  transfer or  exchange  of any  Security so selected  for
redemption in whole or in part,  except the  unredeemed  portion of any Security
being redeemed in part.

      Section 8.2. Transfer Procedures and Restrictions.

      (a)  Prior  to  the  Resale  Restriction  Termination  Date,  Certificates
evidencing Capital  Securities shall bear the Restricted  Securities Legend. The
Restricted Securities Legend on any Certificate  evidencing  outstanding Capital
Securities  shall not be removed  unless  there is  delivered  to the Trust such
satisfactory  evidence,  which may  include  an opinion  of  counsel,  as may be
reasonably required by the Trust, that neither the Restricted  Securities Legend
nor the  restrictions  on transfer set forth therein are required to ensure that
transfers  thereof comply with the provisions of the Securities Act or that such
Securities  are not  "restricted"  within  the  meaning  of Rule 144  under  the
Securities Act. Upon provision of such satisfactory  evidence, the Institutional
Trustee,  at the written direction of the Trust,  shall authenticate and deliver
Capital  Securities  Certificates  that do not  bear the  Restricted  Securities
Legend  in  exchange  for  the  Capital  Securities   Certificates  bearing  the
Restricted Securities Legend.

      (b) Prior to the Resale Restriction  Termination Date, without the written
consent of the Sponsor, Capital Securities may only be transferred: (i) to a QIB
if the  instrument of transfer is accompanied by a certificate of the transferor
substantially in the form set forth as Exhibit C hereto;  (ii) to an "accredited
investor"  within the meaning of Rule 501(a) (1), (2), (3), (7) or (8) under the
Securities  Act if the instrument of transfer is accompanied by a certificate of
the transferee substantially in the form set forth as Exhibit B hereto; or (iii)
to a  non-"U.S.  Person"  in an  "offshore  transaction"  under,  and within the
meaning of,  Regulation S under the Securities Act if the instrument of transfer
is accompanied by a certificate of the transferee  substantially in the form set
forth as Exhibit D hereto.  Each certificate  furnished pursuant to this Section
8.2(b) may be an original  or a copy (which may be  furnished  by  facsimile  or
other form of electronic transmission).


                                       36
<PAGE>


      (c) The  Capital  Securities  may not be  transferred  prior to the Resale
Restriction  Termination Date except in compliance with restrictions on transfer
set forth in the legend set forth below (the  "Restricted  Securities  Legend"),
and except as  otherwise  contemplated  in Section  8.2(a),  prior to the Resale
Restriction  Termination Date, each Certificate  evidencing  outstanding Capital
Securities shall bear the Restricted Securities Legend:

      THIS 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  LAWS.   NEITHER  THIS  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, THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION  HEREIN, BY ITS ACCEPTANCE  HEREOF OR THEREOF,  AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION  HEREIN  PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER  PERIOD OF TIME AS  PERMITTED  BY RULE 144(k) UNDER THE  SECURITIES
ACT)  AFTER THE LATER OF (Y) THE DATE OF  ORIGINAL  ISSUANCE  HEREOF AND (Z) THE
LAST DATE ON WHICH THE TRUST OR ANY  AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR  THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY ANY  SUBSEQUENT  CHANGE IN  APPLICABLE  LAW,  ONLY (A) TO THE
DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES
ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A "QUALIFIED
INSTITUTIONAL  BUYER,"  AS  DEFINED IN RULE  144A,  THAT  PURCHASES  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) PURSUANT TO
AN EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT TO AN
"ACCREDITED  INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED  INVESTOR,  FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT, (D)  PURSUANT TO OFFERS AND SALES TO NON-US  PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES  PURSUANT TO REGULATION S UNDER THE  SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF THE  SECURITIES  ACT,  SUBJECT TO THE RIGHT OF THE  DEBENTURE  ISSUER AND THE
TRUST  PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSE (C) OR (E)
ABOVE TO REQUIRE THE  DELIVERY OF AN OPINION OF  COUNSEL,  CERTIFICATION  AND/OR
OTHER  INFORMATION  SATISFACTORY  TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND  RESTATED  DECLARATION  OF TRUST,  A COPY OF WHICH MAY BE OBTAINED  FROM THE
DEBENTURE  ISSUER OR THE TRUST.  THE HOLDER OF THIS  SECURITY OR ANY INTEREST OR
PARTICIPATION  HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,  AS THE CASE MAY BE,
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


                                       37
<PAGE>


      THE HOLDER OF THIS SECURITY OR ANY INTEREST OR  PARTICIPATION  HEREIN,  BY
ITS ACCEPTANCE  HEREOF OR THEREOF,  AS THE CASE MAY BE, ALSO AGREES,  REPRESENTS
AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL  RETIREMENT ACCOUNT
OR OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE  EMPLOYEE  RETIREMENT
INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR  SECTION  4975 OF THE
INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH A "PLAN"),  OR AN
ENTITY WHOSE  UNDERLYING  ASSETS  INCLUDE  "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY AND NO PERSON  INVESTING  "PLAN ASSETS" OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR  PARTICIPATION  HEREIN,  UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE  UNDER
U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23,  95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR SUCH INTEREST OR  PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR  SECTION  4975 OF THE CODE  WITH  RESPECT  TO SUCH  PURCHASE  OR
HOLDING.   ANY  PURCHASER  OR  HOLDER  OF  THIS  SECURITY  OR  ANY  INTEREST  OR
PARTICIPATION  HEREIN WILL BE DEEMED TO HAVE  REPRESENTED  BY ITS  PURCHASE  AND
HOLDING  HEREOF OR  THEREOF,  AS THE CASE MAY BE,  THAT  EITHER (i) IT IS NOT AN
EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH  PURCHASE AND HOLDING  WILL NOT RESULT IN A PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH  THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


                                       38
<PAGE>


      IN CONNECTION WITH ANY TRANSFER,  THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES AND OTHER  INFORMATION AS
MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

      THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED  ONLY IN BLOCKS HAVING
A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
AMOUNT OF LESS THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER.  ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS  SECURITY  OR ANY  INTEREST  OR  PARTICIPATION  HEREIN FOR ANY  PURPOSE,
INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST  WHATSOEVER IN THIS  SECURITY OR ANY INTEREST OR  PARTICIPATION
HEREIN.

      (d)  Capital  Securities  may only be  transferred  in  minimum  blocks of
$100,000 aggregate  liquidation amount (100 Capital Securities) and multiples of
$1,000 in excess  thereof.  Any  attempted  transfer of Capital  Securities in a
block  having an aggregate  liquidation  amount of less than  $100,000  shall be
deemed  to be  void  and of no  legal  effect  whatsoever.  Any  such  purported
transferee shall be deemed not to be a Holder of such Capital Securities for any
purpose,  including,  but not limited to, the receipt of  Distributions  on such
Capital  Securities,  and such purported  transferee  shall be deemed to have no
interest whatsoever in such Capital Securities.

      Section 8.3. Deemed Security Holders.  The Trust, the Administrators,  the
Trustees,  the Paying Agent,  the Transfer  Agent or the Registrar may treat the
Person in whose name any Security shall be registered on the Securities Register
of the Trust as the sole  Holder  and owner of such  Security  for  purposes  of
receiving  Distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize  any  equitable or other claim to or interest in
such  Security on the part of any other  Person,  whether or not the Trust,  the
Administrators,  the  Trustees,  the Paying  Agent,  the  Transfer  Agent or the
Registrar shall have actual or other notice thereof.

      Section 8.4. Transfer of Initial Securities. Notwithstanding the foregoing
provisions  of this  Article  VIII or any other  provision  of this  Declaration
(including all Annexes and Exhibits  hereto) to the contrary,  any or all of the
Capital Securities initially issued to the Purchaser (the "Initial  Securities")
may be transferred by the Purchaser to any transferee  selected by it that meets
the parameters specified below and, upon delivery to the Registrar, of originals
or copies (which may be by facsimile or other form of  electronic  transmission)
of a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Registrar  duly  executed by the  Purchaser  or the  Purchaser's  attorney  duly
authorized in writing (it being understood that no signature  guarantee shall be
required),  then the Registrar  shall, and is authorized to, record and register
on the  Securities  Register  the transfer of such  Initial  Securities  to such
transferee;  thereupon, the Registrar is authorized to confirm in writing to the
transferee and, if requested,  to the transferor of such Initial Securities that
such  transfer  has been  registered  in the  Securities  Register and that such
transferee is the Holder of such Initial Securities; provided, however, that the
Purchaser of the Initial Securities,  by its acceptance thereof,  agrees that it
may  not  transfer  any  Initial  Securities  prior  to the  Resale  Restriction
Termination  Date to any transferee that is not a QIB, an "accredited  investor"
within the meaning of Rule 501(a)(1),  (2), (3), (7) or (8) under the Securities
Act or a non-"U.S.  Person" in an "offshore  transaction"  under, and within the
meaning of,  Regulation S under the Securities Act. The  Certificate  evidencing
the Initial Securities to be transferred,  duly endorsed by the Purchaser, shall
be surrendered to the Registrar at the time the transfer conditions specified in
the  immediately  preceding  sentence are  satisfied or within five (5) Business
Days after the Registrar has registered the transfer of such Initial  Securities
in the Securities Register, and promptly after such surrender,  an Administrator
on behalf of the Trust  shall  execute  and,  in the case of a Capital  Security
Certificate, the Institutional Trustee shall, and is authorized to, authenticate
a  Certificate  in the name of the  transferee  as the new Holder of the Initial
Securities  evidenced  thereby.  Until the  Certificate  evidencing  the Initial
Securities  so  transferred  is  surrendered  to  the  Registrar,  such  Initial
Securities  may not be  transferred  by such new  Holder.  No other  conditions,
restrictions or other provisions of this Declaration or any other document shall
apply to a transfer of Initial Securities by the Purchaser.


                                       39
<PAGE>


                                   ARTICLE IX

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

      Section  9.1.  Liability.  (a)  Except  as  expressly  set  forth  in this
Declaration,  the Guarantee and the terms of the  Securities,  the Sponsor shall
not be:

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

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

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

      (c) Pursuant to ss. 3803(a) of the Statutory Trust Act, the Holders of the
Securities  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,   except  as  otherwise
specifically set forth herein.

      Section  9.2.  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  (other  than an
Administrator)  shall be liable for any such loss,  damage or claim  incurred by
reason of such Indemnified Person's negligence,  willful misconduct or bad faith
with respect to such acts or omissions and except that an Administrator shall be
liable  for  any  such  loss,  damage  or  claim  incurred  by  reason  of  such
Administrator's  gross negligence,  willful misconduct or bad faith with respect
to such acts or omissions.


                                       40
<PAGE>


      (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, if selected by such  Indemnified  Person,  has been selected by
such  Indemnified  Person  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 of
Securities might properly be paid.

      Section 9.3.  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 Institutional  Trustee
under the Trust Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of the Indemnified Person.

      (b) 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.


                                       41
<PAGE>


      Section 9.4. Indemnification. (a)

            (i) The Sponsor shall indemnify,  to the fullest extent permitted by
      law, any  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 such Person is or was an  Indemnified  Person  against  expenses
      (including  attorneys'  fees and expenses),  judgments,  fines and amounts
      paid in  settlement  actually  and  reasonably  incurred by such Person in
      connection  with such action,  suit or  proceeding if such Person acted in
      good faith and in a manner such Person 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 such
      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
      Indemnified  Person did not act in good  faith and in a manner  which such
      Person  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 such conduct was unlawful.

            (ii) The Sponsor shall indemnify, to the fullest extent permitted by
      law, any  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 such Person is or was an Indemnified Person against expenses
      (including  attorneys' fees and expenses) actually and reasonably incurred
      by such Person in connection with the defense or settlement of such action
      or suit if such  Person  acted in good faith and in a manner  such  Person
      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 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 an  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  9.4(a),  or in defense  of any claim,  issue or
      matter therein,  such Person shall be  indemnified,  to the fullest extent
      permitted  by  law,  against  expenses  (including   attorneys'  fees  and
      expenses)  actually and  reasonably  incurred by such Person in connection
      therewith.

            (iv) Any  indemnification  of an Administrator  under paragraphs (i)
      and (ii) of this Section 9.4(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 Indemnified Person is proper in
      the circumstances  because such Person has met the applicable  standard of
      conduct set forth in paragraphs (i) and (ii). Such determination  shall be
      made (A) by the  Administrators  by a majority vote of a Quorum consisting
      of such  Administrators  who  were not  parties  to such  action,  suit or
      proceeding,  (B)  if  such  a  Quorum  is  not  obtainable,  or,  even  if
      obtainable,  if a Quorum of disinterested  Administrators  so directs,  by
      independent  legal  counsel  in a written  opinion,  or (C) by the  Common
      Security Holder of the Trust.


                                       42
<PAGE>


            (v) To the fullest  extent  permitted  by law,  expenses  (including
      attorneys'  fees  and  expenses)  incurred  by an  Indemnified  Person  in
      defending a civil, criminal,  administrative or investigative action, suit
      or  proceeding  referred  to in  paragraphs  (i) and (ii) of this  Section
      9.4(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  Indemnified  Person  to  repay  such  amount  if it shall
      ultimately  be  determined   that  such  Person  is  not  entitled  to  be
      indemnified  by  the  Sponsor  as  authorized  in  this  Section   9.4(a).
      Notwithstanding the foregoing,  no advance shall be made by the Sponsor if
      a  determination  is  reasonably  and  promptly  made (1) in the case of a
      Company Indemnified Person (A) by the Administrators by a majority vote of
      a Quorum  of  disinterested  Administrators,  (B) if such a Quorum  is not
      obtainable,   or,  even  if  obtainable,  if  a  Quorum  of  disinterested
      Administrators  so  directs,  by  independent  legal  counsel in a written
      opinion or (C) by the Common  Security  Holder of the Trust,  that,  based
      upon the facts known to the Administrators, counsel or the Common Security
      Holder at the time such  determination  is made, such  Indemnified  Person
      acted in bad faith or in a manner that such Person  either  believed to be
      opposed to or did not  believe to be in the best  interests  of the Trust,
      or, with respect to any criminal proceeding,  that such Indemnified Person
      believed or had reasonable cause to believe such conduct was unlawful,  or
      (2) in the case of a Fiduciary  Indemnified  Person,  by independent legal
      counsel  in a written  opinion  that,  based  upon the facts  known to the
      counsel at the time such  determination is made, such  Indemnified  Person
      acted in bad faith or in a manner  that  such  Indemnified  Person  either
      believed to be opposed to or did not  believe to be in the best  interests
      of the Trust,  or,  with  respect to any  criminal  proceeding,  that such
      Indemnified  Person  believed  or had  reasonable  cause to  believe  such
      conduct  was  unlawful.  In no event  shall any  advance  be made (i) to a
      Company   Indemnified  Person  in  instances  where  the   Administrators,
      independent  legal  counsel  or  the  Common  Security  Holder  reasonably
      determine that such Person deliberately breached such Person's duty to the
      Trust or its Common or  Capital  Security  Holders or (ii) to a  Fiduciary
      Indemnified  Person in instances where  independent legal counsel promptly
      and  reasonably   determines  in  a  written   opinion  that  such  Person
      deliberately  breached  such  Person's  duty to the Trust or its Common or
      Capital Security Holders.

      (b) The Sponsor  shall  indemnify,  to the  fullest  extent  permitted  by
applicable  law,  each  Indemnified  Person  from and  against any and all loss,
damage, liability, tax (other than taxes based on the income of such Indemnified
Person),  penalty, expense or claim of any kind or nature whatsoever incurred by
such Indemnified Person arising out of or in connection with or by reason of the
creation,  administration or termination of the Trust, or any act or omission of
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 authority
conferred  on such  Indemnified  Person  by  this  Declaration,  except  that no
Indemnified  Person shall be entitled to be  indemnified in respect of any loss,
damage,  liability,  tax, penalty, expense or claim incurred by such Indemnified
Person by reason of negligence,  willful misconduct or bad faith with respect to
such acts or omissions.


                                       43
<PAGE>


      (c) The  indemnification  and  advancement  of  expenses  provided  by, or
granted  pursuant to, the other  paragraphs  of this Section 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 Capital  Security
Holders of the Trust or otherwise,  both as to action in such Person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to indemnification under this Section shall be deemed to be provided by a
contract  between  the Sponsor  and each  Indemnified  Person who serves in such
capacity at any time while this Section is in effect. Any repeal or modification
of this Section shall not affect any rights or obligations then existing.

      (d) The Sponsor or the Trust may purchase and maintain insurance on behalf
of any Person who is or was an Indemnified Person against any liability asserted
against such Person and incurred by such Person in any such capacity, or arising
out of such Person's  status as such,  whether or not the Sponsor would have the
power to indemnify such Person  against such  liability  under the provisions of
this Section.

      (e) For purposes of this Section, 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
with respect to the resulting or surviving entity as such Person would have with
respect to such constituent entity if its separate existence had continued.

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

      (g) The  provisions of this Section shall survive the  termination of this
Declaration or the earlier resignation or removal of the Institutional  Trustee.
The  obligations  of the Sponsor under this Section to compensate  and indemnify
the Trustees and to pay or reimburse  the Trustees for  expenses,  disbursements
and advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustees as such,  except funds held
in trust for the  benefit  of the  Holders  of  particular  Capital  Securities,
provided, that the Sponsor is the Holder of the Common Securities.

      Section 9.5.  Outside  Businesses.  Any Covered Person,  the Sponsor,  the
Delaware Trustee and the  Institutional  Trustee (subject to Section 4.3(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 of Securities  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.  None of any Covered Person, the Sponsor,  the Delaware Trustee or the
Institutional 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 Institutional  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 Institutional 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
act on any committee or body of holders of,  securities or other  obligations of
the Sponsor or its Affiliates.


                                       44
<PAGE>


      Section 9.6. Compensation; Fee. (a) The Sponsor agrees:

            (i) to pay to the Trustees from time to time such  compensation  for
      all  services  rendered by them  hereunder  as the parties  shall agree in
      writing from time to time (which  compensation shall not be limited by any
      provision of law in regard to the  compensation of a trustee of an express
      trust); and

            (ii) except as otherwise  expressly  provided  herein,  to reimburse
      each of the Trustees upon request for all reasonable, documented expenses,
      disbursements  and advances  incurred or made by such Person in accordance
      with  any  provision  of  this   Declaration   (including  the  reasonable
      compensation  and the expenses and  disbursements  of such Person's agents
      and   counsel),   except  any  such  expense,   disbursement   or  advance
      attributable to such Person's negligence, willful misconduct or bad faith.

      (b) The  provisions of this Section shall survive the  dissolution  of the
Trust and the termination of this  Declaration and the removal or resignation of
any Trustee.

                                   ARTICLE X

                                   ACCOUNTING

      Section  10.1.  Fiscal Year.  The fiscal year (the  "Fiscal  Year") of the
Trust shall be the calendar year, or such other year as is required by the Code.

      Section 10.2. Certain Accounting Matters.

      (a) At all times  during the  existence of the Trust,  the  Administrators
shall keep,  or cause to be kept,  at the  principal  office of the Trust in the
United States, as defined for purposes of Treasury  Regulations ss.  301.7701-7,
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.


                                       45
<PAGE>


      (b) The Sponsor shall cause the  Administrators  to deliver to each Holder
of  Securities:  (1) each Form 10-K and Form 10-Q  prepared  by the  Sponsor and
filed with the  Commission  in accordance  with the Exchange Act,  within 7 days
after the filing thereof;  (2) if the Sponsor is not then (y) subject to Section
13 or 15(d) of the  Exchange Act or (z) exempt from  reporting  pursuant to Rule
12g3-2(b) thereunder, the information required to be provided by Rule 144A(d)(4)
under the  Securities  Act;  and (3) within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the  Trust as of the end of such  Fiscal  Year  and the  statements  of
income  or loss  for the  Fiscal  Year  then  ended,  that are  prepared  at the
principal  office of the Trust in the United States,  as defined for purposes of
Treasury Regulations ss. 301.7701-7.

      (c) The  Administrators  shall cause to be duly  prepared and delivered to
each of the Holders of  Securities  Form 1099 or such other 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 Administrators shall endeavor
to deliver all such statements  within 30 days after the end of each Fiscal Year
of the Trust.

      (d) The  Administrators  shall  cause to be duly  prepared  in the  United
States,  as defined for purposes of Treasury  Regulations  ss.  301.7701-7,  and
filed 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  Administrators  on behalf
of the Trust with any state or local taxing authority.

      (e) So long  as the  only  Holder  of the  Capital  Securities  is  ALESCO
Preferred  Funding II, Ltd. or a trustee  thereof,  the Sponsor  shall cause the
Administrators  to  deliver  the  Sponsor's  reports on Form FR Y-9C and Form FR
Y-9LP to be delivered  to the Holder  promptly  following  their filing with the
Federal Reserve.

      Section 10.3. Banking.  The Trust shall maintain one or more bank accounts
in the United  States,  as defined  for  purposes of  Treasury  Regulations  ss.
301.7701-7,  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
Institutional  Trustee  shall be made  directly to the  Property  Account and no
other funds of the Trust shall be deposited in the  Property  Account.  The sole
signatories  for  such  accounts  (including  the  Property  Account)  shall  be
designated by the Institutional Trustee.

      Section 10.4.  Withholding.  The Institutional Trustee or any Paying Agent
and the  Administrators  shall comply with all  withholding  requirements  under
United States  federal,  state and local law. The  Institutional  Trustee or any
Paying Agent shall request,  and each Holder shall provide to the  Institutional
Trustee or any Paying  Agent,  such forms or  certificates  as are  necessary to
establish  an exemption  from  withholding  with respect to the Holder,  and any
representations  and forms as shall reasonably be requested by the Institutional
Trustee or any Paying  Agent to assist it in  determining  the extent of, and in
fulfilling, its withholding obligations.  The Administrators shall file 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  Institutional
Trustee or any Paying  Agent 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 to the Holder in the amount
of the withholding.  In the event of any claimed overwithholding,  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
Institutional Trustee or any Paying Agent may reduce subsequent Distributions by
the amount of such withholding.


                                       46
<PAGE>


                                   ARTICLE XI

                             AMENDMENTS AND MEETINGS

      Section  11.1.  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 Institutional Trustee,

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

            (iii)  if  the  amendment  affects  the  rights,   powers,   duties,
      obligations or immunities of the Administrators, the Administrators, and

            (iv) the Holders of a Majority in  liquidation  amount of the Common
      Securities.

      (b)  Notwithstanding  any other provision of this Article XI, no amendment
shall be made, and any such purported amendment shall be void and ineffective:

            (i) unless the Institutional 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; or

            (ii) if the result of such amendment would be to

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


                                       47
<PAGE>


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

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

                  (D) cause the Debenture Issuer to be unable to treat an amount
            equal to the liquidation amount of the Capital Securities as "Tier 1
            Capital" (or its  equivalent)  for purposes of the capital  adequacy
            guidelines of the Federal Reserve.

                  (c) Except as  provided  in Section  11.1(d),  (e) or (g),  no
            amendment  shall be made, and any such purported  amendment shall be
            void  and   ineffective,   unless  the  Holders  of  a  Majority  in
            liquidation amount of the Capital Securities shall have consented to
            such amendment.

      (d) In  addition  to and  notwithstanding  any  other  provision  in  this
Declaration,  without the consent of each affected Holder,  this Declaration may
not be amended to (i)  change  the amount or timing of any  Distribution  on the
Securities  or  any  redemption  or  liquidation  provisions  applicable  to the
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the  Securities as of a specified date or (ii) restrict
the right of a Holder to institute suit for the enforcement of any Distributions
or other amounts on or after their due date.

      (e)  Sections  9.1(b)  and 9.1(c)  and this  Section  shall not be amended
without the consent of all of the Holders of the Securities.

      (f) The  rights  of the  Holders  of the  Capital  Securities  and  Common
Securities,  as applicable,  under Article IV 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 Capital  Securities  or
Common Securities, as applicable.

      (g) This Declaration may be amended by the  Institutional  Trustee and the
Holder of the  Common  Securities  without  the  consent  of the  Holders of the
Capital Securities to:

            (i) cure any ambiguity;

            (ii) correct or supplement  any provision in this  Declaration  that
      may be  defective  or  inconsistent  with  any  other  provision  of  this
      Declaration;

            (iii)  add to the  covenants,  restrictions  or  obligations  of the
      Sponsor; or

            (iv) modify,  eliminate or add to any provision of this  Declaration
      to such  extent  as may be  necessary  or  desirable,  including,  without
      limitation,  to ensure that the Trust will be classified for United States
      federal  income tax purposes at all times as a grantor  trust and will not
      be  required to register as an  Investment  Company  under the  Investment
      Company Act (including without limitation to conform to any change in Rule
      3a-5, Rule 3a-7 or any other applicable rule under the Investment  Company
      Act or written  change in  interpretation  or  application  thereof by any
      legislative body, court, government agency or regulatory authority);


                                       48
<PAGE>


provided,  however,  that no such  amendment  contemplated  in clause (i), (ii),
(iii)  or (iv)  shall  adversely  affect  the  powers,  preferences,  rights  or
interests of Holders of Capital Securities.

      Section 11.2. Meetings of the Holders of the Securities; Action by Written
Consent.

      (a)  Meetings  of the  Holders  of the  Capital  Securities  or the Common
Securities  may be called at any time by the  Administrators  (or as provided in
the terms of such Securities) to consider and act on any matter on which Holders
of such Securities are entitled to act under the terms of this Declaration,  the
terms of such Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading, if any. The Administrators  shall
call a meeting of the  Holders of such  Securities  if  directed to do so by the
Holders  of not less than 10% in  liquidation  amount of such  Securities.  Such
direction shall be given by delivering to the Administrators one or more notices
in a writing  stating that the signing Holders of such Securities wish to call a
meeting and indicating the general or specific  purpose for which the meeting is
to be called.  Any  Holders of  Securities  calling a meeting  shall  specify in
writing the  Certificates  held by the Holders of the Securities  exercising the
right  to  call  a  meeting  and  only  those  Securities  represented  by  such
Certificates  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 of the
Securities:

            (i) Notice of any such meeting  shall be given to all the Holders of
      the Securities having a right to vote thereat at least 7 days and not more
      than 60 days before the date of such meeting.  Whenever a vote, consent or
      approval of the Holders of the  Securities is permitted or required  under
      this  Declaration  or the rules of any stock exchange on which the Capital
      Securities are listed or admitted for trading,  if any, such vote, consent
      or approval  may be given at a meeting of the  Holders of the  Securities.
      Any action that may be taken at a meeting of the Holders of the Securities
      may be taken  without a meeting if a consent in writing  setting forth the
      action so taken is signed by the Holders of the Securities owning not less
      than the minimum  liquidation amount of Securities that would be necessary
      to  authorize or take such action at a meeting at which all Holders of the
      Securities 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  of the  Securities  entitled  to vote who have not  consented  in
      writing.  The Administrators may specify that any written ballot submitted
      to the  Holders  of the  Securities  for the  purpose of taking any action
      without a meeting shall be returned to the Trust within the time specified
      by the Administrators.


                                       49
<PAGE>


            (ii) Each Holder of a Security may  authorize  any Person to act for
      it by proxy on all matters in which a Holder of  Securities 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 11 months from the date thereof unless otherwise provided in the proxy.
      Every  proxy  shall be  revocable  at the  pleasure  of the  Holder of the
      Securities  executing it. 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 of the  Securities  were  stockholders  of a
      Delaware corporation.  Each meeting of the Holders of the Securities shall
      be  conducted  by the  Administrators  or by such  other  Person  that the
      Administrators may designate.

            (iii) Unless the Statutory Trust Act, this Declaration, the terms of
      the Securities,  the Trust Indenture Act or the listing rules of any stock
      exchange on which the Capital  Securities  are then listed or admitted for
      trading,  if any, otherwise provides,  the  Administrators,  in their sole
      discretion,  shall establish all other provisions  relating to meetings of
      Holders of Securities,  including  notice of the time, place or purpose of
      any  meeting at which any  matter is to be voted on by any  Holders of the
      Securities,  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;  provided,  however,  that each  meeting  shall be
      conducted  in the  United  States  (as that term is  defined  in  Treasury
      Regulationsss.301.7701-7).

                                  ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

      Section 12.1. Representations and Warranties of Institutional Trustee. The
Trustee that acts as initial  Institutional  Trustee  represents and warrants to
the Trust and to the Sponsor at the date of this Declaration, and each Successor
Institutional  Trustee  represents  and warrants to the Trust and the Sponsor at
the time of the Successor  Institutional Trustee's acceptance of its appointment
as Institutional Trustee, that:

      (a)  the  Institutional  Trustee  is a  banking  corporation  or  national
association  with trust powers,  duly  organized,  validly  existing and in good
standing  under  the laws of the  State of  Delaware  or the  United  States  of
America,  respectively,  with trust power and  authority to execute and deliver,
and to  carry  out  and  perform  its  obligations  under  the  terms  of,  this
Declaration;

      (b) the  Institutional  Trustee  has a combined  capital and surplus of at
least fifty million U.S. dollars ($50,000,000);


                                       50
<PAGE>


      (c) the Institutional Trustee is not an Affiliate of the Sponsor, nor does
the Institutional  Trustee offer or provide credit or credit  enhancement to the
Trust;

      (d) the execution,  delivery and performance by the Institutional  Trustee
of this Declaration has been duly authorized by all necessary action on the part
of the  Institutional  Trustee,  and this Declaration has been duly executed and
delivered by the  Institutional  Trustee,  and under Delaware law (excluding any
securities  laws)  constitutes  a legal,  valid and  binding  obligation  of the
Institutional  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
considered in a proceeding in equity or at law);

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

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

      Section 12.2.  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) if it is not a natural person, the Delaware Trustee is duly organized,
validly existing and in good standing under the laws of the State of Delaware;

      (b) if it is not a natural person, 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 considered in a proceeding in equity or at law);

      (c) if it is not a natural person, 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;

      (d) it has trust power and authority to execute and deliver,  and to carry
out and perform its obligations under the terms of, this Declaration;

      (e) no consent,  approval or  authorization  of, or  registration  with or
notice to, any state or federal 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


                                       51
<PAGE>


      (f) the  Delaware  Trustee is a natural  person  who is a resident  of the
State of Delaware  or, if not a natural  person,  it is an entity  which has its
principal  place of  business in the State of Delaware  and, in either  case,  a
Person that satisfies for the Trust the requirements of ss.3807 of the Statutory
Trust Act.

                                  ARTICLE XIII

                                  MISCELLANEOUS

      Section 13.1. 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  (which telecopy shall be followed by notice delivered or
mailed by first class mail) or mailed by first class mail, as follows:

      (a) if given to the Trust,  in care of the  Administrators  at the Trust's
mailing  address  set forth  below (or such other  address as the Trust may give
notice of to the Holders of the Securities):  Center Bancorp Statutory Trust II,
c/o  Center  Bancorp,  Inc.,  2455  Morris  Avenue,  Union,  New  Jersey  07083,
Attention:  Anthony C.  Weagley,  Telecopy:  (908)  810-7304,  Telephone:  (908)
206-2886;

      (b) if given to the  Delaware  Trustee,  at the mailing  address set forth
below (or such other  address as the Delaware  Trustee may give notice of to the
Holders of the Securities):  Wilmington Trust Company, Rodney Square North, 1100
North Market Street,  Wilmington,  DE  19890-0001,  Attention:  Corporate  Trust
Administration, Telecopy: 302-651-8882, Telephone: 302-651-1000;

      (c) if given to the Institutional Trustee, at the Institutional  Trustee's
mailing  address  set forth  below (or such other  address as the  Institutional
Trustee may give notice of to the Holders of the  Securities):  Wilmington Trust
Company,  Rodney  Square  North,  1100  North  Market  Street,   Wilmington,  DE
19890-0001,  Attention: Corporate Trust Administration,  Telecopy: 302-651-8882,
Telephone: 302-651-1000;

      (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 of to the Trust):  Center Bancorp,  Inc.,
2455 Morris  Avenue,  Union,  New Jersey 07083,  Attention:  Anthony C. Weagley,
Telecopy: (908) 810-7304, Telephone: (908) 206-2886; or

      (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.


                                       52
<PAGE>


      Section  13.2.   Governing  Law.  This  Declaration  and  the  rights  and
obligations  of the parties  hereunder  shall be governed by and  interpreted in
accordance with the law of the State of Delaware and all rights, obligations and
remedies  shall be governed by such laws  without  regard to the  principles  of
conflict 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.

      Section 13.3. Submission to Jurisdiction.

      (a) Each of the parties hereto agrees that any suit,  action or proceeding
arising out of or based upon this Declaration,  or the transactions contemplated
hereby,  may be instituted in any of the courts of the State of New York and the
United States District Courts, in each case located in the Borough of Manhattan,
City and State of New York, and further agrees to submit to the  jurisdiction of
any competent court in the place of its corporate domicile in respect of actions
brought  against it as a  defendant.  In addition,  each such party  irrevocably
waives,  to the fullest extent  permitted by law, any objection which it may now
or hereafter have to the laying of the venue of such suit,  action or proceeding
brought in any such court and  irrevocably  waives any claim that any such suit,
action  or  proceeding  brought  in  any  such  court  has  been  brought  in an
inconvenient  forum and irrevocably waives any right to which it may be entitled
on  account  of  its  place  of  corporate  domicile.  Each  such  party  hereby
irrevocably  waives  any and all right to trial by jury in any legal  proceeding
arising out of or relating to this Declaration or the transactions  contemplated
hereby. Each such party agrees that final judgment in any proceedings brought in
such a court shall be conclusive  and binding upon it and may be enforced in any
court to the jurisdiction of which it is subject by a suit upon such judgment.

      (b) Each of the Sponsor,  the Trustees,  the Administrators and the Holder
of the Common Securities irrevocably consents to the service of process on it in
any such suit,  action or  proceeding  by the mailing  thereof by  registered or
certified mail,  postage  prepaid,  to it at its address given in or pursuant to
Section 13.1 hereof.

      (c) To the  extent  permitted  by  law,  nothing  herein  contained  shall
preclude  any party from  effecting  service of process in any lawful  manner or
from bringing any suit,  action or proceeding in respect of this  Declaration in
any other state, country or place.

      Section 13.4. 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  13.5.  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 13.6. 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.


                                       53
<PAGE>


      Section   13.7.   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 13.8.  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 and  Administrators  to any 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.


                                       54
<PAGE>


      IN WITNESS  WHEREOF,  the undersigned  have caused this  Declaration to be
duly executed as of the day and year first above written.


                                           WILMINGTON TRUST COMPANY,
                                             as Delaware Trustee

                                           By: _____________________________
                                               Name:
                                               Title

                                           WILMINGTON TRUST COMPANY,
                                             as Institutional Trustee

                                           By: _____________________________
                                               Name:
                                               Title:

                                           CENTER BANCORP, INC.
                                             as Sponsor

                                           By: ______________________________
                                               Name:
                                               Title:



                                           _________________________________
                                           John J. Davis
                                             as Administrator

                                           _________________________________
                                           Anthony C. Weagley
                                             as Administrator

                                           _________________________________
                                           Francis R. Patryn
                                             as Administrator



                                       55
<PAGE>


                                     ANNEX I

                                    TERMS OF

                    CAPITAL SECURITIES AND COMMON SECURITIES

      Pursuant to Section 6.1 of the Amended and Restated  Declaration of Trust,
dated as of December 19, 2003 (as amended from time to time, the "Declaration"),
the designation, rights, privileges,  restrictions,  preferences and other terms
and   provisions   of  the  Capital   Securities   and  the  Common   Securities
(collectively,  the  "Securities") are set out below (each capitalized term used
but not defined herein has the meaning set forth in the Declaration):

      1. Designation and Number.

      (a)  Capital  Securities.  5,000  Capital  Securities  of  Center  Bancorp
Statutory  Trust II (the  "Trust"),  with an aggregate  liquidation  amount with
respect to the assets of the Trust of FIVE MILLION  Dollars  ($5,000,000)  and a
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security,  are hereby designated for the purposes of identification  only as the
"MMCapSSM"  (the  "Capital  Securities").   The  Capital  Security  Certificates
evidencing the Capital  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 stock  exchange on which the Capital  Securities are listed,
if any.

      (b) Common  Securities.  155 Common  Securities  of the Trust (the "Common
Securities") will be evidenced by Common Security Certificates  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. In the absence of an Event of Default, the Common Securities will have
an aggregate  liquidation  amount with respect to the assets of the Trust of ONE
HUNDRED  FIFTY-FIVE  THOUSAND Dollars  ($155,000) and a liquidation  amount with
respect to the assets of the Trust of $1,000 per Common Security.

      2.  Distributions.  (a)  Distributions  payable on each  Security  will be
payable at a floating  rate of interest  per annum,  which,  with respect to any
Distribution  Period (as defined herein),  will be equal to LIBOR, as determined
on the LIBOR  Determination Date for such Distribution  Period,  plus 2.85% (the
"Coupon Rate");  provided,  however,  that the Coupon Rate for any  Distribution
Period may not exceed the Interest  Rate (as defined in the  Indenture)  for the
related Interest Period (as defined in the Indenture).  Distributions in arrears
for more than one  Distribution  Period will bear interest  thereon,  compounded
quarterly, at the applicable Coupon Rate for each Distribution Period thereafter
(to the extent permitted by applicable law). The term  "Distributions",  as used
herein, includes cash Distributions,  any such compounded  Distributions and any
Additional  Amounts  payable  on  the  Debentures  unless  otherwise  stated.  A
Distribution  is payable only to the extent that payments are made in respect of
the  Debentures  held  by  the  Institutional  Trustee  and to  the  extent  the
Institutional  Trustee  has funds  legally  available  in the  Property  Account
therefor.  The amount of Distributions  payable for any Distribution Period will
be computed on the basis of a 360-day year and the actual number of days elapsed
in such Distribution Period.


                                     A-I-1
<PAGE>

      The term "Distribution  Period", as used herein,  means (i) in the case of
the first  Distribution  Period,  the period from,  and  including,  the date of
original issuance of the Securities to, but excluding,  the initial Distribution
Payment Date and (ii) thereafter,  from, and including,  the first day following
the end of the preceding  Distribution Period to, but excluding,  the applicable
Distribution  Payment Date or, in the case of the last Distribution  Period, the
related date of redemption.

      (b)  LIBOR  shall  be  determined  by  the  Calculation   Agent  for  each
Distribution Period in accordance with the following provisions:

      (1) On  the  second  LIBOR  Business  Day  (provided,  that  on  such  day
commercial banks are open for business  (including  dealings in foreign currency
deposits) in London (a "LIBOR  Banking  Day"),  and otherwise the next preceding
LIBOR  Business  Day that is also a LIBOR  Banking Day) prior to the January 30,
April 30, July 30 or October 30, as the case may be, immediately  succeeding the
commencement  of  such  Distribution  Period  (or,  in the  case  of  the  first
Distribution  Period,  prior to  December  19,  2003)  (each  such day, a "LIBOR
Determination Date"), LIBOR shall equal the rate, as obtained by the Calculation
Agent, for three-month U.S. Dollar deposits in Europe, which appears on Telerate
(as defined in the International  Swaps and Derivatives  Association,  Inc. 2000
Interest Rate and Currency Exchange Definitions) page 3750 or such other page as
may  replace  such page  3750,  as of 11:00  a.m.  (London  time) on such  LIBOR
Determination  Date, as reported by Bloomberg Financial Markets Commodities News
or any successor service ("Telerate Page 3750").  "LIBOR Business Day" means any
day that is not a  Saturday,  Sunday  or other day on which  commercial  banking
institutions  in The City of New York or Wilmington,  Delaware are authorized or
obligated by law or executive order to be closed.  If such rate is superseded on
Telerate  Page 3750 by a corrected  rate before 12:00 noon (London time) on such
LIBOR Determination Date, the corrected rate as so substituted will be LIBOR for
such LIBOR Determination Date.

      (2) If, on such  LIBOR  Determination  Date,  such rate does not appear on
Telerate Page 3750, the Calculation Agent shall determine the arithmetic mean of
the offered  quotations  of the  Reference  Banks (as defined  below) to leading
banks in the London  interbank  market for  three-month  U.S. Dollar deposits in
Europe  (in an amount  determined  by the  Calculation  Agent) by  reference  to
requests for  quotations as of  approximately  11:00 a.m.  (London time) on such
LIBOR  Determination  Date made by the Calculation Agent to the Reference Banks.
If,  on such  LIBOR  Determination  Date,  at least two of the  Reference  Banks
provide  such  quotations,  LIBOR  shall  equal  the  arithmetic  mean  of  such
quotations.  If,  on such  LIBOR  Determination  Date,  only  one or none of the
Reference  Banks  provide  such a  quotation,  LIBOR  shall be  deemed to be the
arithmetic mean of the offered quotations that at least two leading banks in The
City of New York (as  selected  by the  Calculation  Agent) are  quoting on such
LIBOR  Determination  Date for  three-month  U.S.  Dollar  deposits in Europe at
approximately  11:00  a.m.  (London  time)  (in  an  amount  determined  by  the
Calculation Agent). As used herein,  "Reference Banks" means four major banks in
the London interbank market selected by the Calculation Agent.


                                     A-I-2
<PAGE>


      (3) If the Calculation Agent is required but is unable to determine a rate
in accordance with at least one of the procedures provided above, LIBOR for such
Distribution  Period  shall be LIBOR in  effect  for the  immediately  preceding
Distribution Period.

      (c) All percentages resulting from any calculations on the Securities will
be rounded, if necessary,  to the nearest one hundred-thousandth of a percentage
point,  with five  one-millionths  of a percentage  point rounded  upward (e.g.,
9.876545%  (or  .09876545)  being  rounded to 9.87655% (or  .0987655)),  and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).

      (d) On each LIBOR  Determination Date, the Calculation Agent shall notify,
in writing,  the Sponsor and the Paying Agent of the applicable Coupon Rate that
applies to the related  Distribution  Period.  The Calculation Agent shall, upon
the request of a Holder of any Securities, inform such Holder of the Coupon Rate
that applies to the related  Distribution  Period.  All calculations made by the
Calculation  Agent in the absence of manifest  error shall be conclusive for all
purposes  and  binding on the Sponsor  and the  Holders of the  Securities.  The
Paying  Agent  shall  be  entitled  to rely on  information  received  from  the
Calculation  Agent or the Sponsor as to the applicable  Coupon Rate. The Sponsor
shall, from time to time, provide any necessary  information to the Paying Agent
relating to any original issue  discount and interest on the Securities  that is
included in any payment and reportable for taxable income calculation purposes.

      (e)  Distributions on the Securities will be cumulative,  will accrue from
the date of original  issuance,  and will be payable,  subject to  extension  of
Distribution  Periods as described  herein,  quarterly in arrears on January 23,
April 23,  July 23 and  October 23 of each year,  commencing  on April 23,  2004
(each, a "Distribution  Payment Date"). The Debenture Issuer has the right under
the Indenture to defer  payments of interest on the  Debentures by extending the
interest  payment period for up to 20 consecutive  quarterly  periods (each such
extended  interest  payment  period,  together  with  all  previous  and  future
consecutive  extensions thereof, is referred to herein as an "Extension Period")
at any time and from time to time on the  Debentures,  subject to the conditions
described  below and in the  Indenture.  No  Extension  Period may end on a date
other than a  Distribution  Payment Date or extend beyond the Maturity Date, any
Optional  Redemption  Date or the Special  Redemption  Date,  as the case may be
(each such term as defined herein).  During any Extension Period,  interest will
continue to accrue on the  Debentures,  and  interest on such  accrued  interest
(such  accrued  interest  and interest  thereon  referred to herein as "Deferred
Interest")  will accrue,  at an annual rate equal to the Coupon Rate  applicable
during such Extension Period,  compounded  quarterly from the date such Deferred
Interest  would have been payable were it not for the Extension  Period,  to the
extent  permitted by  applicable  law. At the end of any Extension  Period,  the
Debenture Issuer shall pay all Deferred  Interest then accrued and unpaid on the
Debentures;  provided,  however, that during any Extension Period, the Debenture
Issuer may not (i) declare or pay any dividends or distributions  on, or redeem,
purchase,  acquire,  or make a  liquidation  payment with respect to, any of the
Debenture  Issuer's capital stock, (ii) make any payment of principal or premium
or  interest  on or repay,  repurchase  or  redeem  any debt  securities  of the
Debenture Issuer that rank in all respects pari passu with or junior in interest
to the  Debentures  or (iii)  make  any  payment  under  any  guarantees  of the
Debenture Issuer that rank in all respects pari passu with or junior in interest
to the Guarantee (other than (a) repurchases,  redemptions or other acquisitions
of shares of capital  stock of the Debenture  Issuer (A) in connection  with any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of one or more employees,  officers,  directors or  consultants,  (B) in
connection with a dividend  reinvestment  or stockholder  stock purchase plan or
(C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities   convertible  into  or  exercisable  for  such  capital  stock),  as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period,  (b) as a result of any exchange or conversion of any class or
series  of the  Debenture  Issuer's  capital  stock (or any  capital  stock of a
subsidiary  of the  Debenture  Issuer) for any class or series of the  Debenture
Issuer's  capital  stock or of any  class or series  of the  Debenture  Issuer's
indebtedness  for any class or series of the Debenture  Issuer's  capital stock,
(c) the purchase of  fractional  interests in shares of the  Debenture  Issuer's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security  being  converted or exchanged,  (d) any  declaration of a
dividend in connection  with any  stockholder's  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholder's  rights plan, or the
redemption or repurchase of rights pursuant thereto,  or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable upon exercise of such  warrants,  options or other rights is the
same stock as that on which the  dividend is being paid or ranks pari passu with
or junior in interest to such stock).  Prior to the termination of any Extension
Period, the Debenture Issuer may further extend such Extension Period, provided,
that no  Extension  Period  (including  all  previous  and  further  consecutive
extensions  that are part of such Extension  Period) shall exceed 20 consecutive
quarterly  periods.  Upon the  termination of any Extension  Period and upon the
payment of all  Deferred  Interest,  the  Debenture  Issuer  may  commence a new
Extension Period,  subject to the requirements  herein and in the Indenture.  No
interest or Deferred Interest (except any Additional Amounts that may be due and
payable) shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such installment is paid.


                                     A-I-3
<PAGE>


      As a consequence of any Extension Period,  Distributions will be deferred.
Notwithstanding any such deferral,  Distributions will continue to accrue on the
Securities,  and Distributions on such accrued Distributions will accrue, at the
Coupon Rate applicable during such Extension Period,  compounded  quarterly,  to
the extent  permitted by applicable  law. If  Distributions  are  deferred,  the
Distributions  due  shall  be  paid  on the  date  that  such  Extension  Period
terminates to Holders of the  Securities as they appear on the books and records
of the Trust on the regular record date  immediately  preceding the Distribution
Payment Date on which such  Extension  Period  terminates to the extent that the
Trust has funds legally  available for the payment of such  Distributions in the
Property Account of the Trust.

      The  Trust's  funds  available  for  Distributions  to the  Holders of the
Securities will be limited to payments received from the Debenture  Issuer.  The
payment of  Distributions  out of moneys held by the Trust is  guaranteed by the
Guarantor pursuant to the Guarantee.


                                     A-I-4
<PAGE>


      (f) Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Registrar on the relevant regular
record dates.  The relevant  "regular  record dates" shall be 15 days before the
relevant  Distribution  Payment Dates.  Distributions  payable on any Securities
that are not punctually  paid on any  Distribution  Payment Date, as a result of
the Debenture  Issuer having failed to make a payment under the  Debentures,  as
the case may be, when due (taking into account any Extension Period), will cease
to be payable to the Person in whose name such  Securities are registered on the
original  relevant  regular record date, and such defaulted  Distributions  will
instead be payable to the Person in whose name such Securities are registered on
the regular  record date  preceding the  Distribution  Payment Date on which the
related Extension Period terminates or, in the absence of an Extension Period, a
special record date therefor selected by the Administrators.

      (g) 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 of the Securities.

      (h) If any  Distribution  Payment Date other than any date of  redemption,
falls on a day that is not a Business  Day, then  Distributions  payable will be
paid  on,  and  such  Distribution  Payment  Date  will be  moved  to,  the next
succeeding  Business Day, and additional  Distributions will accrue for each day
that such payment is delayed as a result thereof.

      3.  Liquidation  Distribution  Upon  Dissolution.  In  the  event  of  the
voluntary or involuntary liquidation,  dissolution, winding-up or termination of
the Trust  (each,  a  "Liquidation"),  the  Holders  of the  Securities  will be
entitled  to  receive  out of the  assets of the  Trust  legally  available  for
distribution to Holders of the Securities,  after satisfaction of liabilities to
creditors of the Trust (to the extent not satisfied by the Debenture Issuer), an
amount in cash equal to the  aggregate of the  liquidation  amount of $1,000 per
Security  plus  unpaid  Distributions  accrued  thereon  to the date of  payment
(collectively, the "Liquidation Distribution"),  unless: (i) the Debentures have
been redeemed in full in accordance with the terms thereof and of the Indenture;
or (ii) the Debentures in an aggregate  principal  amount equal to the aggregate
liquidation amount of such Securities and bearing accrued and unpaid interest in
an amount  equal to the accrued  and unpaid  Distributions  on such  Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance  with Section  3808(e) of the Statutory Trust Act, shall
be  distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.

      The Sponsor, as the Holder of all of the Common Securities,  has the right
at any time, upon receipt by the Debenture Issuer and the Institutional  Trustee
for the  benefit  of the Trust of (i) an opinion of  nationally  recognized  tax
counsel  that  Holders  will not  recognize  any gain or loss for United  States
Federal income tax purposes as a result of the  distribution  of Debentures,  to
dissolve the Trust (including,  without limitation, upon the occurrence of a Tax
Event, an Investment Company Event or a Capital Treatment Event, each as defined
herein)  and (ii) prior  approval  from the Board of  Governors  of the  Federal
Reserve  System and the staff thereof acting on behalf of the Board of Governors
(collectively, the "Federal Reserve") (if then required under applicable capital
guidelines  or policies of the  Federal  Reserve)  and,  after  satisfaction  of
liabilities to creditors of the Trust, cause the Debentures to be distributed to
the  Holders  of the  Securities  on a Pro  Rata  basis in  accordance  with the
aggregate liquidation amount thereof.


                                     A-I-5
<PAGE>


      The Trust shall  dissolve  on the first to occur of (i) January 23,  2039,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor,  the Trust or the Debenture Issuer, (iii) (other than in connection
with a merger,  consolidation  or  similar  transaction  not  prohibited  by the
Indenture,  this Declaration or the Guarantee, as the case may be) the filing of
a certificate of  dissolution  or its equivalent  with respect to the Sponsor or
upon the  revocation of the charter of the Sponsor and the expiration of 90 days
after  the  date  of  revocation  without  a  reinstatement  thereof,  (iv)  the
distribution  of all of the  Debentures to the Holders of the  Securities,  upon
exercise of the right of the Holders of all of the outstanding Common Securities
to  dissolve  the  Trust as  described  above,  (v) the  entry of a decree  of a
judicial  dissolution of any Holder of the Common Securities,  the Sponsor,  the
Trust or the Debenture Issuer,  (vi) when all of the Securities are then subject
to redemption and the amounts  necessary for redemption  thereof shall have been
paid to the  Holders in  accordance  with the terms of the  Securities  or (vii)
before the issuance of any  Securities,  with the consent of all of the Trustees
and the Sponsor.  As soon as practicable  after the dissolution of the Trust and
upon  completion of the winding up of the Trust,  the Trust shall terminate upon
the filing of a certificate of  cancellation  with the Secretary of State of the
State of Delaware.

      Notwithstanding  the  foregoing,  if a Liquidation  of the Trust occurs as
described  in  clause  (i),  (ii),  (iii)  or (v) in the  immediately  preceding
paragraph,  the Trust shall be  liquidated by the  Institutional  Trustee of the
Trust  as  expeditiously   as  such  Trustee   determines  to  be  practical  by
distributing,  after  satisfaction  of liabilities to creditors of the Trust (to
the extent not satisfied by the Debenture Issuer) as provided by applicable law,
to the Holders of the  Securities,  the  Debentures on a Pro Rata basis,  unless
such  distribution  is  determined  by  the  Institutional  Trustee  not  to  be
practical, in which event such Holders will be entitled to receive on a Pro Rata
basis, out of the assets of the Trust legally  available for distribution to the
Holders of the Securities, after satisfaction of liabilities to creditors of the
Trust (to the extent not satisfied by the Debenture  Issuer),  an amount in cash
equal to the  Liquidation  Distribution.  A Liquidation of the Trust pursuant to
clause  (iv)  of  the  immediately   preceding  paragraph  shall  occur  if  the
Institutional   Trustee   determines  that  such  Liquidation  is  practical  by
distributing,  after  satisfaction  of liabilities to creditors of the Trust (to
the  extent  not  satisfied  by the  Debenture  Issuer),  to the  Holders of the
Securities on a Pro Rata basis, the Debentures, and such distribution occurs.

      If, upon any Liquidation of the Trust, the Liquidation Distribution can be
paid only in part because the Trust has insufficient  assets available to pay in
full the aggregate Liquidation  Distribution,  then the amounts payable directly
by the Trust on the Securities shall be paid to the Holders of the Securities on
a Pro Rata  basis,  except  that if an  Event of  Default  has  occurred  and is
continuing,  then the Capital Securities shall have a preference over the Common
Securities with regard to such amounts.

      Upon  any  Liquidation  of  the  Trust  involving  a  distribution  of the
Debentures,  if at the time of such  Liquidation,  the Capital  Securities  were
rated by at least one nationally-recognized statistical rating organization, the
Debenture  Issuer will use its  reasonable  best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.


                                     A-I-6
<PAGE>


      After the date for any distribution of the Debentures upon any Liquidation
of the  Trust,  (i) the  Securities  of the Trust will be deemed to be no longer
outstanding,  (ii) any certificates  representing the Capital Securities will be
deemed to represent undivided  beneficial interests in such of the Debentures as
have an aggregate principal amount equal to the aggregate  liquidation amount of
such Capital Securities and bearing accrued and unpaid interest equal to accrued
and unpaid  Distributions on such Capital Securities until such certificates are
presented to the Debenture  Issuer or its agent for transfer or reissuance  (and
until such certificates are so surrendered, no payments shall be made to Holders
of Securities  in respect of any payments due and payable under the  Debentures)
and (iii) all rights of Holders of Securities  shall cease,  except the right of
such Holders to receive  Debentures upon surrender of certificates  representing
such Securities.

      4. Redemption and Distribution.

      (a) The Debentures  will mature on January 23, 2034 (the "Maturity  Date")
at an amount in cash equal to 100% of the principal  amount  thereof plus unpaid
interest  accrued thereon to such date (the "Maturity  Redemption  Price").  The
Debentures may be redeemed by the Debenture  Issuer,  at its option, in whole or
in part, on any Distribution Payment Date on or after January 23, 2009 (each, an
"Optional  Redemption  Date"),  at the Optional  Redemption Price, upon not less
than 30 nor  more  than  60  days'  prior  written  notice  to  holders  of such
Debentures. In addition, upon the occurrence and continuation of a Tax Event, an
Investment  Company Event or a Capital  Treatment  Event,  the Debentures may be
redeemed by the Debenture  Issuer,  at its option,  in whole but not in part, at
any time within 90 days following the  occurrence of such Tax Event,  Investment
Company  Event or  Capital  Treatment  Event,  as the case may be (the  "Special
Redemption  Date"),  at the Special  Redemption Price, upon not less than 30 nor
more than 60 days' prior written  notice to holders of the Debentures so long as
such Tax Event, Investment Company Event or Capital Treatment Event, as the case
may be, is continuing. In each case, the right of the Debenture Issuer to redeem
the  Debentures  prior to  maturity is subject to the  Debenture  Issuer and the
Trust having received prior approval from the Federal Reserve,  if then required
under  applicable  capital  guidelines  or  policies  of  the  Federal  Reserve.
Additional  interest may also be payable by the  Debenture  Issuer in connection
with such Tax Event,  Investment  Company  Event or Capital  Treatment  Event as
specified in Section 10.02 of the Indenture.  Any such interest  received by the
Trust will be  distributed  promptly to Holders of the  Securities on a Pro Rata
basis.

      "Tax Event" means the receipt by the Debenture  Issuer and the Trust of an
opinion of counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  regulatory procedure,  notice or announcement) (an
"Administrative Action") or judicial decision interpreting or applying such laws
or  regulations,  regardless of whether such  Administrative  Action or judicial
decision is issued to or in connection with a proceeding involving the Debenture
Issuer  or the Trust and  whether  or not  subject  to review or  appeal,  which
amendment, clarification,  change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debentures,  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) if the Debenture  Issuer is organized  and existing  under the
laws of the United  States or any state  thereof or the  District  of  Columbia,
interest  payable by the Debenture Issuer on the Debentures is not, or within 90
days of the date of such  opinion,  will  not be,  deductible  by the  Debenture
Issuer,  in whole or in part, for United States federal income tax purposes;  or
(iii) the  Trust  is,  or will be  within  90 days of the date of such  opinion,
subject  to  or  otherwise  required  to  pay,  or  required  to  withhold  from
Distributions,  more  than  a  de  minimis  amount  of  other  taxes  (including
withholding taxes), duties, assessments or other governmental charges.


                                     A-I-7
<PAGE>


      "Investment  Company Event" means the receipt by the Debenture  Issuer and
the Trust of an  opinion of counsel  experienced  in such  matters to the effect
that,  as a  result  of a change  in law or  regulation  or  written  change  in
interpretation  or  application  of law or regulation by any  legislative  body,
court,  governmental  agency  or  regulatory  authority,  there is more  than an
insubstantial  risk  that the  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, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the original issuance of the Debentures.

      "Capital  Treatment Event" means, if the Debenture Issuer is organized and
existing  under  the laws of the  United  States  or any  state  thereof  or the
District of Columbia,  the receipt by the  Debenture  Issuer and the Trust of an
opinion of counsel  experienced  in such matters to the effect that, as a result
of any amendment to, or change in, the laws,  rules or regulations of the United
States or any political  subdivision thereof or therein, or as the result of any
official or administrative  pronouncement or action or decision  interpreting or
applying such laws, rules or regulations, which amendment or change is effective
or which pronouncement,  action or decision is announced on or after the date of
original  issuance of the Debentures,  there is more than an insubstantial  risk
that the Debenture  Issuer will not, within 90 days of the date of such opinion,
be entitled to treat an amount equal to the aggregate  liquidation amount of the
Capital  Securities  as "Tier 1 Capital"  (or the then  equivalent  thereof) for
purposes  of the capital  adequacy  guidelines  of the  Federal  Reserve (or any
successor  regulatory  authority with jurisdiction over bank holding companies),
as then in effect and  applicable to the Debenture  Issuer;  provided,  however,
that the  distribution  of the Debentures in connection  with the Liquidation of
the  Trust by the  Debenture  Issuer  shall not in and of  itself  constitute  a
Capital   Treatment  Event  unless  such  Liquidation  shall  have  occurred  in
connection with a Tax Event or an Investment Company Event.

      "Optional  Redemption  Price" means an amount in cash equal to 100% of the
principal  amount of the Debentures  being redeemed plus unpaid interest accrued
on such Debentures to the related Optional Redemption Date.

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

      "Special  Redemption  Price" means,  with respect to the redemption of the
Debentures following a Special Event, an amount in cash equal to 104.125% of the
principal  amount of  Debentures  to be  redeemed  prior to January 23, 2005 and
thereafter  equal to the  percentage of the principal  amount of the  Debentures
that is  specified  below for the Special  Redemption  Date plus,  in each case,
unpaid interest accrued thereon to the Special Redemption Date:


                                     A-I-8
<PAGE>


Special Redemption During the 12-Month
   Period Beginning January 23,                  Percentage of Principal Amount

         2005                                             103.300%

         2006                                             102.415%

         2007                                             101.650%

         2008                                             100.825%

         2009 and  thereafter                             100.000%


      (b) Upon any  repayment  of the  Debentures  at maturity or in whole or in
part upon redemption (other than following the distribution of the Debentures to
the  Holders  of  the  Securities),  the  proceeds  from  such  repayment  shall
concurrently be applied to redeem Pro Rata, at a redemption price  corresponding
to the  applicable  Maturity  Redemption  Price,  Optional  Redemption  Price or
Special  Redemption  Price for the  Debentures,  as the case may be,  Securities
having an aggregate  liquidation amount equal to the aggregate  principal amount
of the Debentures so repaid; provided,  however, that Holders of such Securities
shall be given not less than 30 nor more than 60 days' prior  written  notice of
such  redemption  (other than a  redemption  resulting  from the maturity of the
Debentures on the Maturity Date).

      (c) If fewer than all the  outstanding  Securities  are to be so redeemed,
the Common  Securities and the Capital  Securities will be redeemed Pro Rata and
the Capital  Securities to be redeemed will be as described in Section  4(e)(ii)
below.

      (d) The  Trust  may not  redeem  fewer  than all the  outstanding  Capital
Securities  unless all  accrued and unpaid  Distributions  have been paid on all
Capital  Securities for all  Distribution  Periods  terminating on or before the
related date of redemption.

      (e) Redemption or Distribution Procedures.

            (i)  Written  notice  of any  redemption  of, or  written  notice of
      distribution  of  the  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 of  redemption  or exchange  thereof
      which, in the case of a redemption,  will be the date of 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(e)(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 of such Securities. Each  Redemption/Distribution  Notice shall
      be addressed to the Holders of such Securities at the address of each such
      Holder  appearing on the books and records of the Registrar.  No defect in
      the Redemption/Distribution  Notice or in the mailing thereof with respect
      to any Holder  shall  affect the  validity of the  redemption  or exchange
      proceedings with respect to any other Holder.


                                     A-I-9
<PAGE>


            (ii) In the  event  that  fewer  than  all the  outstanding  Capital
      Securities are to be redeemed, the Capital Securities to be redeemed shall
      be redeemed Pro Rata from each Holder.

            (iii) If the  Securities  are to be  redeemed  and the Trust gives a
      Redemption/Distribution  Notice,  which  notice  may only be issued if the
      Debentures are redeemed or repaid as set out in this Section (which notice
      will be irrevocable), then, provided, that the Institutional Trustee has a
      sufficient  amount of cash in  connection  with the related  redemption or
      maturity of the Debentures,  the Institutional  Trustee will pay the price
      payable  upon  redemption  of  the  Securities  to  the  Holders  of  such
      Securities by check mailed to the address of each such Holder appearing on
      the books and records of the Trust on the related date of redemption. If a
      Redemption/Distribution  Notice shall have been given and funds  deposited
      as required,  then immediately  prior to the close of business on the date
      of such deposit,  Distributions  will cease to accrue on the Securities so
      subject to  redemption  and all rights of  Holders of such  Securities  so
      subject to redemption will cease,  except the right of the Holders of such
      Securities to receive the applicable  price specified in Section 4(a), but
      without  interest  on  such  price.  If  any  date  of  redemption  of the
      Securities  falls on a day that is not a Business Day, then payment of all
      amounts payable on such date will be made on the next succeeding  Business
      Day,  and no  additional  Distributions  will  accrue in  respect  of such
      payment on such next  succeeding  Business Day. If any amount payable upon
      redemption of the  Securities  is  improperly  withheld or refused and not
      paid either by the Trust, the Debenture Issuer or the Sponsor as guarantor
      pursuant to the Guarantee,  Distributions on such Securities will continue
      to accrue at the Coupon Rate applicable from the date of redemption to the
      actual  date of  payment,  in which case the actual  payment  date will be
      considered the date of redemption  for purposes of  calculating  the price
      payable upon redemption of the Securities.  In the event of any redemption
      of the Capital Securities issued by the Trust in part, the Trust shall not
      be  required  to (i) issue,  register  the  transfer  of or  exchange  any
      Security  during a period  beginning  at the  opening of  business 15 days
      before any selection for  redemption of the Capital  Securities and ending
      at the close of business on the earliest date on which the relevant notice
      of  redemption  is deemed to have been given to all Holders of the Capital
      Securities  to be so redeemed or (ii) register the transfer of or exchange
      any Capital  Securities so selected for  redemption,  in whole or in part,
      except for the unredeemed portion of any Capital Securities being redeemed
      in part.

            (iv)   Redemption/Distribution   Notices   shall   be  sent  by  the
      Administrators  on  behalf  of the Trust  (A) in  respect  of the  Capital
      Securities,  to the  Holders  thereof,  and (B) in  respect  of the Common
      Securities, to the Holder thereof.

            (v) Subject to the foregoing and applicable law (including,  without
      limitation, United States federal securities laws), and provided, that the
      acquiror is not the Holder of the Common  Securities  or the obligor under
      the Indenture,  the Sponsor or any of its subsidiaries may at any time and
      from time to time purchase  outstanding  Capital  Securities by tender, in
      the open market or by private agreement.


                                     A-I-10
<PAGE>


      5.  Voting  Rights - Capital  Securities.  (a)  Except as  provided  under
Sections 5(b) and 7 and as otherwise  required by law and the  Declaration,  the
Holders of the Capital Securities will have no voting rights. The Administrators
are  required  to call a meeting of the  Holders of the  Capital  Securities  if
directed to do so by Holders of not less than 10% in  liquidation  amount of the
Capital Securities.

      (b)  Subject  to  the  requirements  of  obtaining  a tax  opinion  by the
Institutional Trustee in certain circumstances set forth in the last sentence of
this paragraph,  the Holders of a Majority in liquidation  amount of the Capital
Securities,  voting  separately  as a class,  have the right to direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of  conducting  any  proceeding  for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee  with respect to the  Debentures,  (ii) waiving any past default and its
consequences  that are waivable under the Indenture,  (iii) exercising any right
to rescind or annul an  acceleration  of the principal of all the  Debentures or
(iv)  consenting  on behalf of all the Holders of the Capital  Securities to any
amendment,  modification or termination of the Indenture or the Debentures where
such consent  shall be required;  provided,  however,  that,  where a consent or
action under the  Indenture  would  require the consent or act of the holders of
greater  than a simple  majority in  principal  amount of  Debentures  (a "Super
Majority")  affected  thereby,  the  Institutional  Trustee  may only  give such
consent or take such action at the written  direction of the Holders of not less
than the proportion in liquidation amount of the Capital Securities  outstanding
which the relevant Super Majority  represents of the aggregate  principal amount
of the Debentures outstanding. If the Institutional Trustee fails to enforce its
rights under the Debentures  after the Holders of a Majority or Super  Majority,
as the case may be, in  liquidation  amount of such Capital  Securities  have so
directed the  Institutional  Trustee,  to the fullest extent permitted by law, a
Holder of the  Capital  Securities  may  institute a legal  proceeding  directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the  Debentures  without  first  instituting  any legal  proceeding  against the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
premium,  if any, on or principal of the  Debentures on the date such  interest,
premium, if any, or principal is payable (or in the case of redemption, the date
of redemption), then a Holder of the Capital Securities may directly institute a
proceeding  for  enforcement  of payment,  on or after the  respective due dates
specified  in the  Debentures,  to such Holder  directly of the  principal of or
premium,  if any, or interest on the  Debentures  having an aggregate  principal
amount equal to the aggregate  liquidation  amount of the Capital  Securities of
such Holder.  The Institutional  Trustee shall notify all Holders of the Capital
Securities  of any default  actually  known to the  Institutional  Trustee  with
respect to the  Debentures  unless (x) such  default has been cured prior to the
giving of such notice or (y) the Institutional  Trustee determines in good faith
that the  withholding  of such notice is in the  interest of the Holders of such
Capital Securities, except where the default relates to the payment of principal
of or  interest  on any of the  Debentures.  Such  notice  shall state that such
Indenture  Event of Default  also  constitutes  an Event of  Default  hereunder.
Except with  respect to  directing  the time,  method and place of  conducting a
proceeding  for a remedy,  the  Institutional  Trustee shall not take any of the
actions  described  in  clause  (i),  (ii),  (iii)  or  (iv)  above  unless  the
Institutional Trustee has obtained an opinion of tax counsel to the effect that,
as a result of such  action,  the Trust will not be  classified  as other than a
grantor trust for United States federal income tax purposes.


                                     A-I-11
<PAGE>


      A waiver of an Indenture  Event of Default will constitute a waiver of the
corresponding Event of Default hereunder.  Any required approval or direction of
Holders of the Capital  Securities may be given at a separate meeting of Holders
of the Capital Securities  convened for such purpose, at a meeting of all of the
Holders of the  Securities  in the Trust or  pursuant  to written  consent.  The
Institutional Trustee will cause a notice of any meeting at which Holders of the
Capital  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
the Capital Securities.  Each such notice will include a statement setting forth
the following information (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
Capital  Securities  will be required for the Trust to redeem and cancel Capital
Securities or to distribute  the Debentures in accordance  with the  Declaration
and the terms of the Securities.

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

      In no event will Holders of the Capital  Securities have the right to vote
to appoint, remove or replace the Administrators, which voting rights are vested
exclusively in the Sponsor as the Holder of all of the Common  Securities of the
Trust.  Under certain  circumstances as more fully described in the Declaration,
Holders  of  Capital  Securities  have the right to vote to  appoint,  remove or
replace the Institutional Trustee and the Delaware Trustee.

      6.  Voting  Rights - Common  Securities.  (a)  Except  as  provided  under
Sections 6(b), 6(c) and 7 and as otherwise  required by law and the Declaration,
the Common Securities will have no voting rights.

      (b) The Holder of the Common  Securities is entitled,  in accordance  with
Article  IV of the  Declaration,  to vote to  appoint,  remove  or  replace  any
Administrators.

      (c) Subject to Section 6.7 of the Declaration and only after each Event of
Default (if any) with respect to the Capital  Securities has been cured,  waived
or otherwise  eliminated and subject to the  requirements  of the second to last
sentence  of  this  paragraph,  the  Holder  of the  Common  Securities,  voting
separately as a class, may direct the time,  method, and place of conducting any
proceeding for any remedy available to the Institutional  Trustee, or exercising
any  trust  or  power  conferred  upon  the  Institutional   Trustee  under  the
Declaration,  including (i) directing the time, method,  place of conducting any
proceeding for any remedy available to the Debenture Trustee,  or exercising any
trust  or  power  conferred  on  the  Debenture  Trustee  with  respect  to  the
Debentures, (ii) waiving any past default and its consequences that are waivable
under  the  Indenture,  or (iii)  exercising  any right to  rescind  or annul an
acceleration  of the  principal  of all  the  Debentures.  Notwithstanding  this
Section 6(c), the  Institutional  Trustee shall not revoke any action previously
authorized  or  approved  by a vote or  consent of the  Holders  of the  Capital
Securities.  Other than with respect to directing the time,  method and place of
conducting any proceeding for any remedy available to the Institutional  Trustee
or the Debenture Trustee as set forth above, the Institutional Trustee shall not
take any  action  described  in clause  (i),  (ii) or (iii)  above,  unless  the
Institutional  Trustee has obtained an opinion of tax counsel to the effect that
for the  purposes  of United  States  federal  income  tax the Trust will not be
classified  as other  than a grantor  trust on account  of such  action.  If the
Institutional Trustee fails to enforce its rights under the Declaration,  to the
fullest  extent  permitted  by law,  the  Holder of the  Common  Securities  may
institute  a legal  proceeding  directly  against  any  Person  to  enforce  the
Institutional Trustee's rights under the Declaration,  without first instituting
a legal proceeding against the Institutional Trustee or any other Person.


                                     A-I-12
<PAGE>


      Any approval or direction  of the Holder of the Common  Securities  may be
given at a separate  meeting of Holders of the Common  Securities  convened  for
such purpose,  at a meeting of all of the Holders of the Securities in the Trust
or pursuant to written consent.  The  Administrators  will cause a notice of any
meeting at which the Holder of the Common  Securities is entitled to vote, or of
any matter upon which  action by written  consent of such Holder is to be taken,
to be mailed to the  Holder of the  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 Holder is 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 Holder 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.   Amendments  to  Declaration   and  Indenture.   In  addition  to  any
requirements under Section 11.1 of the Declaration, if any proposed amendment to
the Declaration  provides for, or the Trustees  otherwise propose to effect, (i)
any action that would adversely affect the powers, preferences or special rights
of the Securities,  whether by way of amendment to the Declaration or otherwise,
or (ii) the Liquidation of the Trust,  other than as described in Section 7.1 of
the Declaration,  then the Holders of outstanding Securities, voting together as
a single class,  will be entitled to vote on such amendment or proposal and such
amendment  or proposal  shall not be  effective  except with the approval of the
Holders of a Majority in liquidation amount of the Securities  affected thereby;
provided,  however, if any amendment or proposal referred to in clause (i) above
would  adversely  affect  only  the  Capital   Securities  or  only  the  Common
Securities,  then only  Holders of the affected  Securities  will be entitled to
vote on such  amendment or proposal and such  amendment or proposal shall not be
effective  except with the approval of the Holders of a Majority in  liquidation
amount of such Securities.


                                     A-I-13
<PAGE>


      (a) In the event the consent of the Institutional  Trustee,  as the holder
of  the  Debentures,  is  required  under  the  Indenture  with  respect  to any
amendment,  modification or termination of the Indenture or the Debentures,  the
Institutional  Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification, or termination as directed by
a Majority in liquidation  amount of the Securities  voting together as a single
class; provided, however, that where a consent under the Indenture would require
a Super Majority,  the  Institutional  Trustee may only give such consent at the
written  direction of the Holders of not less than the proportion in liquidation
amount of the Securities  which the relevant  Super  Majority  represents of the
aggregate principal amount of the Debentures outstanding.

      (b)  Notwithstanding  the foregoing,  no amendment or modification  may be
made to the  Declaration if such amendment or  modification  would (i) cause the
Trust to be classified for purposes of United States federal income  taxation as
other than a grantor trust, (ii) reduce or otherwise adversely affect the powers
of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment
Company which is required to be registered under the Investment Company Act.

      (c)  Notwithstanding  any provision of the  Declaration,  the right of any
Holder of the  Capital  Securities  to  receive  payment  of  Distributions  and
payments upon redemption, Liquidation or otherwise, on or after their respective
due dates,  or to institute a suit for the enforcement of any such payment on or
after such  respective  dates,  shall not be impaired  or  affected  without the
consent of such Holder.  For the  protection  and  enforcement  of the foregoing
provision,  each and every Holder of the Capital Securities shall be entitled to
such relief as can be given either at law or equity.

      8. 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
of  the  Securities  according  to  the  aggregate  liquidation  amount  of  the
Securities held by the relevant Holder in relation to the aggregate  liquidation
amount of all Securities  outstanding unless, in relation to a payment, an Event
of Default has occurred and is continuing,  in which case any funds available to
make such payment  shall be paid first to each Holder of the Capital  Securities
Pro Rata according to the aggregate liquidation amount of the Capital Securities
held by the relevant Holder relative to the aggregate  liquidation amount of all
Capital Securities outstanding,  and only after satisfaction of all amounts owed
to the  Holders  of  the  Capital  Securities,  to  each  Holder  of the  Common
Securities Pro Rata according to the aggregate  liquidation amount of the Common
Securities  held by the relevant  Holder  relative to the aggregate  liquidation
amount of all Common Securities outstanding.

      9.  Ranking.  The Capital  Securities  rank pari passu  with,  and payment
thereon shall be made Pro Rata with, the Common Securities except that, where an
Event of Default has  occurred and is  continuing,  the rights of Holders of the
Common  Securities  to  receive  payment  of  Distributions  and  payments  upon
Liquidation,  redemption  and  otherwise are  subordinated  to the rights of the
Holders  of the  Capital  Securities  with the  result  that no  payment  of any
Distribution  on, or any  amount  payable  upon the  redemption  of,  any Common
Security,  and no payment to the Holder of any Common Security on account of the
Liquidation  of the Trust,  shall be made unless  payment in full in cash of (i)
all accrued and unpaid  Distributions on all outstanding  Capital Securities for
all  Distribution  Periods  terminating  on or prior  thereto,  (ii) all amounts
payable upon Capital Securities then subject to redemption and (iii) all amounts
payable upon Capital Securities in the event of the Liquidation of the Trust, in
each  case,  shall have been made or  provided  for,  and all funds  immediately
available to the Institutional  Trustee shall first be applied to the payment in
full in cash of the amounts  specified in clause (i),  (ii) and (iii) above that
are then due and payable.


                                     A-I-14
<PAGE>


      10.  Acceptance  of Guarantee  and  Indenture.  Each Holder of the Capital
Securities  and the Common  Securities,  by the  acceptance of such  Securities,
agrees to the  provisions  of the  Guarantee  and the  Indenture,  including the
subordination provisions therein.

      11. No Preemptive Rights. The Holders of the Securities shall have no, and
the issuance of the  Securities is not subject to,  preemptive or similar rights
to subscribe for any additional securities.

      12. Miscellaneous.  These terms constitute a part of the Declaration.  The
Sponsor will provide a copy of the Declaration,  the Guarantee and the Indenture
to a Holder  without  charge on written  request to the Sponsor at its principal
place of business.


                                     A-I-15
<PAGE>


                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE
                           [FORM OF FACE OF SECURITY]


      THIS 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  LAWS.   NEITHER  THIS  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, THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION  HEREIN, BY ITS ACCEPTANCE  HEREOF OR THEREOF,  AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION  HEREIN  PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER  PERIOD OF TIME AS  PERMITTED  BY RULE 144(k) UNDER THE  SECURITIES
ACT)  AFTER THE LATER OF (Y) THE DATE OF  ORIGINAL  ISSUANCE  HEREOF AND (Z) THE
LAST DATE ON WHICH THE TRUST OR ANY  AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR  THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY ANY  SUBSEQUENT  CHANGE IN  APPLICABLE  LAW,  ONLY (A) TO THE
DEBENTURE  ISSUER OR THE TRUST,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES
ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A "QUALIFIED
INSTITUTIONAL  BUYER,"  AS  DEFINED IN RULE  144A,  THAT  PURCHASES  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) PURSUANT TO
AN EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT TO AN
"ACCREDITED  INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED  INVESTOR,  FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT, (D)  PURSUANT TO OFFERS AND SALES TO NON-US  PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES  PURSUANT TO REGULATION S UNDER THE  SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF THE  SECURITIES  ACT,  SUBJECT TO THE RIGHT OF THE  DEBENTURE  ISSUER AND THE
TRUST  PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSE (C) OR (E)
ABOVE TO REQUIRE THE  DELIVERY OF AN OPINION OF  COUNSEL,  CERTIFICATION  AND/OR
OTHER  INFORMATION  SATISFACTORY  TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND  RESTATED  DECLARATION  OF TRUST,  A COPY OF WHICH MAY BE OBTAINED  FROM THE
DEBENTURE  ISSUER OR THE TRUST.  THE HOLDER OF THIS  SECURITY OR ANY INTEREST OR
PARTICIPATION  HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,  AS THE CASE MAY BE,
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


                                     A-I-1
<PAGE>


      THE HOLDER OF THIS SECURITY OR ANY INTEREST OR  PARTICIPATION  HEREIN,  BY
ITS ACCEPTANCE  HEREOF OR THEREOF,  AS THE CASE MAY BE, ALSO AGREES,  REPRESENTS
AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL  RETIREMENT ACCOUNT
OR OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE  EMPLOYEE  RETIREMENT
INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR  SECTION  4975 OF THE
INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH A "PLAN"),  OR AN
ENTITY WHOSE  UNDERLYING  ASSETS  INCLUDE  "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY AND NO PERSON  INVESTING  "PLAN ASSETS" OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR  PARTICIPATION  HEREIN,  UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE  UNDER
U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23,  95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR SUCH INTEREST OR  PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR  SECTION  4975 OF THE CODE  WITH  RESPECT  TO SUCH  PURCHASE  OR
HOLDING.   ANY  PURCHASER  OR  HOLDER  OF  THIS  SECURITY  OR  ANY  INTEREST  OR
PARTICIPATION  HEREIN WILL BE DEEMED TO HAVE  REPRESENTED  BY ITS  PURCHASE  AND
HOLDING  HEREOF OR  THEREOF,  AS THE CASE MAY BE,  THAT  EITHER (i) IT IS NOT AN
EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH  PURCHASE AND HOLDING  WILL NOT RESULT IN A PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH  THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

      IN CONNECTION WITH ANY TRANSFER,  THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES AND OTHER  INFORMATION AS
MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                     A-I-2
<PAGE>


      THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED  ONLY IN BLOCKS HAVING
A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
AMOUNT OF LESS THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER.  ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS  SECURITY  OR ANY  INTEREST  OR  PARTICIPATION  HEREIN FOR ANY  PURPOSE,
INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST  WHATSOEVER IN THIS  SECURITY OR ANY INTEREST OR  PARTICIPATION
HEREIN.


                                     A-I-3
<PAGE>


Certificate Number [_____]                  Number of Capital Securities [_____]


                                  CUSIP NO [ ]

                    Certificate Evidencing Capital Securities

                                       of

                        Center Bancorp Statutory Trust II

                               Capital Securities

                (liquidation amount $1,000 per Capital Security)


      Center  Bancorp  Statutory  Trust II, a statutory  trust created under the
laws of the State of Delaware (the  "Trust"),  hereby  certifies that [ ] is the
registered  owner (the  "Holder") of  ______________  capital  securities of the
Trust representing  undivided  beneficial  interests in the assets of the Trust,
designated as MMCapSSM  (liquidation  amount $1,000 per Capital  Security)  (the
"Capital  Securities").  Subject to the  Declaration  (as  defined  below),  the
Capital  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 Capital  Securities  represented
hereby  are  issued  pursuant  to,  and  the  designation,  rights,  privileges,
restrictions,  preferences  and  other  terms  and  provisions  of  the  Capital
Securities  shall in all respects be subject to, the  provisions  of the Amended
and Restated  Declaration of Trust of the Trust,  dated as of December 19, 2003,
among  John  J.  Davis,   Anthony  C.   Weagley  and  Francis  R.   Patryn,   as
Administrators,  Wilmington Trust Company, as Delaware Trustee, Wilmington Trust
Company, as Institutional  Trustee,  Center Bancorp,  Inc., as Sponsor,  and the
holders from time to time of undivided beneficial interests in the assets of the
Trust,  including the designation of the terms of the Capital  Securities as set
forth in Annex I to the  Declaration,  as the same may be  amended  from time to
time (the  "Declaration").  Capitalized  terms used herein but not defined shall
have the meaning  given them in the  Declaration.  The Holder is entitled to the
benefits of the Guarantee and the Indenture to the extent provided therein.  The
Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the  Holder  without  charge  upon  written  request  to the  Sponsor  at its
principal place of business.

      By acceptance of this Certificate,  the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

      By acceptance of this Certificate,  the Holder agrees to treat, for United
States  federal  income tax purposes,  the  Debentures as  indebtedness  and the
Capital  Securities  as  evidence  of  undivided  beneficial  ownership  in  the
Debentures.

      This Certificate and the Capital Securities  evidenced hereby are governed
by,  and  shall be  construed  in  accordance  with,  the  laws of the  State of
Delaware, without regard to principles of conflict of laws.


                                     A-I-4
<PAGE>


      IN WITNESS WHEREOF, the Trust has duly executed this Certificate.


                                           CENTER BANCORP STATUTORY TRUST II


                                           By: ________________________________
                                               Name:
                                               Title: Administrator

                                           Dated: _____________________________



                          CERTIFICATE OF AUTHENTICATION

      This  Certificate  represents  the Capital  Securities  referred to in the
within-mentioned Declaration.


                                           WILMINGTON TRUST COMPANY,
                                           not in its individual capacity but
                                           solely as the Institutional Trustee


                                           By:_______________________________
                                                       Authorized Officer


                                           Dated: ___________________________



                                     A-I-5
<PAGE>



                          [FORM OF REVERSE OF SECURITY]

      Distributions  payable  on each  Capital  Security  will be  payable  at a
floating  rate of interest per annum,  which,  with respect to any  Distribution
Period (as defined  herein),  will be equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Period, plus 2.85% (the "Coupon Rate");
provided,  however,  that the Coupon  Rate for any  Distribution  Period may not
exceed the Interest Rate (as defined in the Indenture) for the related  Interest
Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution  Period will bear interest thereon,  compounded  quarterly,  at the
applicable  Coupon Rate for each  Distribution  Period thereafter (to the extent
permitted by applicable law). The term "Distributions", as used herein, includes
cash Distributions, any such compounded Distributions and any Additional Amounts
payable on the Debentures,  unless  otherwise  stated. A Distribution is payable
only to the extent that payments are made in respect of the  Debentures  held by
the Institutional  Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor.  The amount of Distributions
payable for any  Distribution  Period will be computed on the basis of a 360-day
year and the actual number of days elapsed in such Distribution Period.

      Except  as  otherwise  described  below,   Distributions  on  the  Capital
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly  in arrears on January 23,  April 23, July 23 and
October 23 of each year,  commencing  on April 23, 2004 (each,  a  "Distribution
Payment  Date"),  subject  to  the  Business  Day  convention  specified  in the
Declaration.  The  Debenture  Issuer has the right under the  Indenture to defer
payments of interest on the Debentures by extending the interest  payment period
for up to 20 consecutive  quarterly periods (each such extended interest payment
period, together with all previous and future consecutive extensions thereof, is
referred to herein as an  "Extension  Period") at any time and from time to time
on  the  Debentures,  subject  to  the  conditions  described  below  and in the
Declaration and the Indenture.  No Extension Period may end on a date other than
a  Distribution  Payment Date or extend beyond the Maturity  Date,  any Optional
Redemption Date or the Special  Redemption  Date, as the case may be. During any
Extension  Period,  interest  will  continue  to accrue on the  Debentures,  and
interest on such accrued  interest (such accrued  interest and interest  thereon
referred to herein as "Deferred  Interest") will accrue, at an annual rate equal
to the Coupon Rate applicable during such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the
Extension  Period,  to the extent permitted by applicable law. At the end of any
Extension  Period,  the  Debenture  Issuer shall pay all Deferred  Interest then
accrued  and  unpaid on the  Debentures;  provided,  however,  that prior to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such  Extension  Period,  provided,  that no  Extension  Period  (including  all
previous  and further  consecutive  extensions  that are part of such  Extension
Period) shall exceed 20 consecutive  quarterly periods.  Upon the termination of
any  Extension  Period  and upon  the  payment  of all  Deferred  Interest,  the
Debenture  Issuer  may  commence  a  new  Extension   Period,   subject  to  the
requirements  set forth  herein and in the  Declaration  and the  Indenture.  No
interest or Deferred Interest (except any Additional Amounts that may be due and
payable) shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such installment is paid.


                                     A-I-6
<PAGE>


      As a consequence of any Extension Period,  Distributions will be deferred.
If Distributions  are deferred,  the Distributions due shall be paid on the date
that  the  related  Extension  Period  terminates  to  Holders  of  the  Capital
Securities  as they  appear on the books and records of the Trust on the regular
record date immediately  preceding the  Distribution  Payment Date on which such
Extension  Period  terminates  to the  extent  that the Trust has funds  legally
available for the payment of such  Distributions  in the Property Account of the
Trust.

      The Capital  Securities shall be redeemable,  and shall be entitled to the
Liquidation Distribution, as provided in the Declaration.



                                     A-I-7
<PAGE>


                                   ASSIGNMENT

      FOR VALUE  RECEIVED,  the  undersigned  assigns and  transfers the Capital
Securities evidenced by this Capital Security Certificate to:

____________________________

____________________________

____________________________

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

____________________________

____________________________

____________________________

(Insert address and zip code of assignee),

and irrevocably appoints _______________________________________________________
as agent to transfer the Capital  Securities  evidenced by this Capital Security
Certificate on the books of the Trust.  The agent may substitute  another to act
for it, him or her.

                  Date:__________________

                  Signature:__________________

                  (Sign exactly as your name appears on the other side of this
                   Capital Security Certificate)

                  Signature Guarantee:1 ____________________________


-----------
1 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 Security 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 Security
registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


                                     A-I-8
<PAGE>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

      THIS COMMON SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  OR  ANY  STATE  SECURITIES  LAWS  OR ANY  OTHER  APPLICABLE
SECURITIES LAWS AND MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

      EXCEPT  AS SET FORTH IN  SECTION  8.1(b) OF THE  DECLARATION  (AS  DEFINED
BELOW),   THIS  SECURITY  MAY  NOT  BE  OFFERED,   SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED.



                                     A-2-1
<PAGE>



Certificate Number [_____]                    Number of Common Securities [____]


                    Certificate Evidencing Common Securities

                                       of

                        Center Bancorp Statutory Trust II

      Center  Bancorp  Statutory  Trust II, a statutory  trust created under the
laws of the State of  Delaware  (the  "Trust"),  hereby  certifies  that  Center
Bancorp,  Inc. is the registered owner (the "Holder") of  ______________  common
securities  of the Trust  representing  undivided  beneficial  interests  in the
assets of the Trust (liquidation amount $1,000 per Common Security)(the  "Common
Securities").  The Common Securities  represented hereby are issued pursuant to,
and the designation,  rights,  privileges,  restrictions,  preferences and other
terms and provisions of the Common  Securities  shall in all respects be subject
to, the  provisions  of the Amended  and  Restated  Declaration  of Trust of the
Trust,  dated as of December 19, 2003,  among John J. Davis,  Anthony C. Weagley
and Francis R. Patryn, as Administrators,  Wilmington Trust Company, as Delaware
Trustee,  Wilmington Trust Company,  as Institutional  Trustee,  the Holder,  as
Sponsor,  and the holders from time to time of undivided beneficial interests in
the assets of the Trust,  including the  designation  of the terms of the Common
Securities  as set  forth  in  Annex I to the  Declaration,  as the  same may be
amended from time to time (the "Declaration"). Capitalized terms used herein but
not defined  shall have the meaning given them in the  Declaration.  The Sponsor
will provide a copy of the  Declaration  and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place of business.

      As set forth in the Declaration, when an Event of Default has occurred and
is  continuing,  the  rights of the  Holder of Common  Securities  to payment in
respect of Distributions and payments upon Liquidation,  redemption or otherwise
are subordinated to the rights of payment of holders of the Capital Securities.

      By acceptance of this Certificate,  the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

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

      This Certificate and the Common  Securities  evidenced hereby are governed
by,  and  shall be  construed  in  accordance  with,  the  laws of the  State of
Delaware, without regard to principles of conflict of laws.


                                     A-2-2
<PAGE>


      IN WITNESS  WHEREOF,  the Trust has executed this Certificate this ___ day
of ____, 2003.


                                     CENTER BANCORP STATUTORY TRUST II

                                     By: ______________________________
                                         Name:
                                         Title: Administrator



                                     A-2-3
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

      Distributions  payable on each Common Security will be identical in amount
to the Distributions  payable on each Capital  Security,  which is at a floating
rate of interest per annum,  which, with respect to any Distribution  Period (as
defined   herein),   will  be  equal  to  LIBOR,  as  determined  on  the  LIBOR
Determination Date for such Distribution Period, plus 2.85% (the "Coupon Rate");
provided,  however,  that the Coupon  Rate for any  Distribution  Period may not
exceed the Interest Rate (as defined in the Indenture) for the related  Interest
Period (as defined in the Indenture). Distributions in arrears for more than one
Distribution  Period will bear interest thereon,  compounded  quarterly,  at the
applicable  Coupon Rate for each  Distribution  Period thereafter (to the extent
permitted by applicable law). The term "Distributions", as used herein, includes
cash Distributions, any such compounded Distributions and any Additional Amounts
payable on the Debentures,  unless  otherwise  stated. A Distribution is payable
only to the extent that payments are made in respect of the  Debentures  held by
the Institutional  Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor.  The amount of Distributions
payable for any  Distribution  Period will be computed on the basis of a 360-day
year and the actual number of days elapsed in such Distribution Period.

      Except  as  otherwise   described  below,   Distributions  on  the  Common
Securities  will be cumulative,  will accrue from the date of original  issuance
and will be payable  quarterly  in arrears on January 23,  April 23, July 23 and
October 23 of each year,  commencing  on April 23, 2004 (each,  a  "Distribution
Payment  Date"),  subject  to  the  Business  Day  convention  specified  in the
Declaration.  The  Debenture  Issuer has the right under the  Indenture to defer
payments of interest on the Debentures by extending the interest  payment period
for up to 20 consecutive  quarterly periods (each such extended interest payment
period, together with all previous and future consecutive extensions thereof, is
referred to herein as an  "Extension  Period") at any time and from time to time
on  the  Debentures,  subject  to  the  conditions  described  below  and in the
Declaration and the Indenture.  No Extension Period may end on a date other than
a  Distribution  Payment Date or extend beyond the Maturity  Date,  any Optional
Redemption Date or the Special  Redemption  Date, as the case may be. During any
Extension  Period,  interest  will  continue  to accrue on the  Debentures,  and
interest on such accrued  interest (such accrued  interest and interest  thereon
referred to herein as "Deferred  Interest") will accrue, at an annual rate equal
to the Coupon Rate applicable during such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the
Extension  Period,  to the extent permitted by applicable law. At the end of any
Extension  Period,  the  Debenture  Issuer shall pay all Deferred  Interest then
accrued  and  unpaid on the  Debentures;  provided,  however,  that prior to the
termination  of any Extension  Period,  the Debenture  Issuer may further extend
such  Extension  Period,  provided,  that no  Extension  Period  (including  all
previous  and further  consecutive  extensions  that are part of such  Extension
Period) shall exceed 20 consecutive  quarterly periods.  Upon the termination of
any  Extension  Period  and upon  the  payment  of all  Deferred  Interest,  the
Debenture  Issuer  may  commence  a  new  Extension   Period,   subject  to  the
requirements  set forth  herein and in the  Declaration  and the  Indenture.  No
interest or Deferred Interest (except any Additional Amounts that may be due and
payable) shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such installment is paid.


                                     A-2-4
<PAGE>


      As a consequence of any Extension Period,  Distributions will be deferred.
If Distributions  are deferred,  the Distributions due shall be paid on the date
that the related  Extension  Period  terminates to Holders of the  Securities as
they  appear on the books and  records of the Trust on the  regular  record date
immediately  preceding  the  Distribution  Payment Date on which such  Extension
Period  terminates to the extent that the Trust has funds legally  available for
the payment of such Distributions in the Property Account of the Trust.

      The Common  Securities  shall be redeemable,  and shall be entitled to the
Liquidation Distribution, as provided in the Declaration.



                                     A-2-5
<PAGE>



                                   ASSIGNMENT

      FOR VALUE  RECEIVED,  the  undersigned  assigns and  transfers  the Common
Securities evidenced by this Common Security Certificate to:

____________________________

____________________________

____________________________

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

____________________________

____________________________

____________________________

(Insert address and zip code of assignee),

and irrevocably appoints as agent to transfer the Common Securities evidenced by
this  Common  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
                  Common Security Certificate)

                  Signature Guarantee:1 ________________________


------------------
1 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 Security 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 Security
registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


                                     A-2-6
<PAGE>


                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                     TO BE EXECUTED BY ACCREDITED INVESTORS


                                                             __________, [     ]


Center Bancorp, Inc.
Center Bancorp Statutory Trust II
2455 Morris Avenue
Union, New Jersey 07083


Re:    Purchase of $[SPECIFY] liquidation amount of MMCapSSM
       (the "Capital Securities") of Center Bancorp Statutory
       Trust II (the "Trust")

Ladies and Gentlemen:


      In  connection  with our  purchase of the Capital  Securities,  we confirm
that:

      1. We  understand  that the Capital  Securities of the Trust have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and may not be offered or sold except as permitted in the following sentence. We
agree on our own behalf and on behalf of any  investor  account for which we are
purchasing the Capital Securities that, if we decide to offer, sell or otherwise
transfer any such Capital Securities prior to the date which is the later of (i)
two years (or such shorter  period of time as permitted by Rule 144(k) under the
Securities  Act)  after the later of (Y) the date of  original  issuance  of the
Capital Securities and (Z) the last date on which the Trust or any Affiliate (as
defined in Rule 405 under the Securities Act) of the Trust was the holder of any
such Capital  Securities (or any predecessor  thereto) and (ii) such later date,
if any, as may be  required  by any  subsequent  change in  applicable  law (the
"Resale Restriction  Termination Date"), then such offer, sale or other transfer
will be made only (a) to the  Company or the Trust,  (b)  pursuant  to Rule 144A
under the  Securities  Act,  to a person we  reasonably  believe is a  qualified
institutional  buyer  under  Rule 144A (a  "QIB"),  that  purchases  for its own
account  or for the  account  of a QIB and to whom  notice  is  given  that  the
transfer is being made in reliance on Rule 144A,  (c)  pursuant to an  exemption
from   registration,   to  an  "accredited   investor"  within  the  meaning  of
subparagraph  (a) (1), (2), (3), (7) or (8) of Rule 501 under the Securities Act
that is  acquiring  any such Capital  Securities  for its own account or for the
account of such an accredited  investor for  investment  purposes and not with a
view to, or for offer or sale in connection  with, any  distribution  thereof in
violation of the Securities  Act, (d) pursuant to offers and sales to a non-U.S.
Person that occur outside the United  States  pursuant to Regulation S under the
Securities  Act,  or (e)  pursuant  to  another  available  exemption  from  the
registration  requirements  of the Securities  Act, and in each of the foregoing
cases  in  accordance  with  any  applicable   state  securities  laws  and  any
requirements of law that govern the  disposition of our property.  If any resale
or other  transfer of the Capital  Securities is proposed to be made pursuant to
clause (c) above,  the  transferor  shall  deliver a letter from the  transferee
substantially  in the  form of  this  letter  to the  Institutional  Trustee  as
Transfer Agent, which shall provide as applicable,  among other things, that the
transferee is an accredited investor within the meaning of subparagraph  (a)(1),
(2), (3), (7) or (8) of Rule 501 under the Securities Act that is acquiring such
Capital  Securities  for  investment  purposes and not for any  distribution  in
violation of the  Securities  Act. We acknowledge on our behalf and on behalf of
any investor  account for which we are purchasing  Capital  Securities  that the
Company  and the Trust  reserve  the  right  prior to any  offer,  sale or other
transfer pursuant to clause (c) or (e) to require the delivery of any opinion of
counsel, certifications and/or other information satisfactory to Center Bancorp,
Inc. (the "Company") and the Trust. We understand that the  certificates for any
Capital Securities that we receive prior to the Resale  Restriction  Termination
Date will bear a legend substantially to the effect of the foregoing.


                                      B-1
<PAGE>

      2. We are an accredited  investor within the meaning of  subparagraph  (a)
(1), (2), (3), (7) or (8) of Rule 501 under the  Securities  Act  purchasing for
our own account or for the account of such an  accredited  investor,  and we are
acquiring the Capital  Securities for investment  purposes and not with view to,
or for offer or sale in connection  with, any  distribution  in violation of the
Securities  Act, and we have such  knowledge  and  experience  in financial  and
business  matters  as to be capable  of  evaluating  the merits and risks of our
investment  in the Capital  Securities,  and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.

      3. We are  acquiring  the Capital  Securities  purchased by us for our own
account  (or for one or more  accounts  as to each of  which  we  exercise  sole
investment  discretion  and have  authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Capital
Securities in violation of the Securities  Act,  subject,  nevertheless,  to the
understanding  that the  disposition  of our  property  will at all times be and
remain within our control.

      4. In the event that we purchase any Capital  Securities,  we will acquire
such Capital Securities having an aggregate  liquidation amount of not less than
$100,000  for our own  account  and for each  separate  account for which we are
acting.

      5. We  acknowledge  that we either (A) are not a  fiduciary  of a pension,
profit-sharing  or other  employee  benefit plan or  arrangement  subject to the
Employee  Retirement Income Security Act of 1974, as amended, or to Section 4975
of the Internal Revenue Code of 1986, as amended (a "Plan"),  or an entity whose
assets  include "plan  assets" by reason of any Plan's  investment in the entity
and are not purchasing the Capital Securities on behalf of or with "plan assets"
by reason of any Plan's  investment  in the entity  and are not  purchasing  the
Capital  Securities  on behalf of or with  "plan  assets" of any Plan or (B) are
eligible for the exemptive  relief  available under one or more of the following
prohibited  transaction class exemptions ("PTCEs") issued by the U.S. Department
of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

      6.  We  acknowledge  that  each  Plan,  by its  purchase  of  the  Capital
Securities,  will be deemed to have  directed  the Trust to invest in the junior
subordinated  debt  securities  of the  Company,  and to have  consented  to the
appointment of the institutional trustee of the Trust.

      7. We  acknowledge  that the Company,  the Trust and others will rely upon
the  truth  and  accuracy  of the  foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agree  that  if any  of  our  acknowledgments,
representations,  warranties  and agreements  are no longer  accurate,  we shall
promptly notify the applicable  Placement Agent. If we are acquiring any Capital
Securities  as a  fiduciary  or  agent  for one or more  investor  accounts,  we
represent  that we have sole  discretion  with  respect  to each  such  investor
account  and that we have  full  power to make  the  foregoing  acknowledgments,
representations and agreements on behalf of each such investor account.


                                      B-2
<PAGE>


      You are entitled to rely upon this letter and are  irrevocably  authorized
to  produce  this  letter  or a copy  thereof  to any  interested  party  in any
administrative  or legal  proceeding  or other  inquiry  with respect to matters
covered hereby.


                                  __________________________________
                                  (Name of Purchaser)


                                  By:_______________________________

                                  Date:______________________________



      Upon transfer,  the Capital Securities should be registered in the name of
the new beneficial owner as follows.


Name:_______________________

Address:______________________

Taxpayer ID Number:_____________________



                                      B-3
<PAGE>

                                                                       EXHIBIT C


                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs


                                                             __________, [     ]

Center Bancorp, Inc.
Center Bancorp Statutory Trust II
2455 Morris Avenue
Union, New Jersey 07083


Re:    Purchase of $[SPECIFY] liquidation amount of MMCapSSM
       (the "Capital Securities") of Center Bancorp Statutory
       Trust II (the "Trust")


      Reference is hereby made to the Amended and Restated  Declaration of Trust
of  Center  Bancorp  Statutory  Trust II,  dated as of  December  19,  2003 (the
"Declaration"),  among John J. Davis,  Anthony C. Weagley and Francis R. Patryn,
as  Administrators,  Wilmington Trust Company,  as Delaware Trustee,  Wilmington
Trust Company, as Institutional  Trustee,  Center Bancorp, Inc., as Sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Trust. Capitalized terms used but not defined herein shall have the meanings
given them in the Declaration.

      This letter relates to $[_______________]  aggregate liquidation amount of
Capital  Securities  which  are held in the name of  [name of  transferor]  (the
"Transferor").

      In accordance with Section 8.2(b) of the Declaration,  the Transferor does
hereby certify that such Capital  Securities are being transferred in accordance
with (i) the transfer  restrictions set forth in the Capital Securities and (ii)
Rule 144A under the  Securities  Act ("Rule  144A"),  to a  transferee  that the
Transferor  reasonably believes is purchasing the Capital Securities for its own
account  or an  account  with  respect to which the  transferee  exercises  sole
investment  discretion  and the  transferee and any such account is a "qualified
institutional  buyer" within the meaning of Rule 144A, in a transaction  meeting
the requirements of Rule 144A and in accordance with applicable  securities laws
of any state of the United States or any other jurisdiction.

      You are entitled to rely upon this letter and are  irrevocably  authorized
to  produce  this  letter  or a copy  thereof  to any  interested  party  in any
administrative  or legal  proceeding  or other  inquiry  with respect to matters
covered hereby.


                                           _________________________
                                           (Name of Transferor)


                                        By:_________________________
                                           Name:
                                           Title:___________________

                                           Date:____________________


                                      C-1

<PAGE>


                                                                       EXHIBIT D


                         FORM OF TRANSFEREE CERTIFICATE
                       TO BE EXECUTED BY NON-U.S. PERSONS


                                                             __________, [     ]

Center Bancorp, Inc.
Center Bancorp Statutory Trust II
2455 Morris Avenue
Union, New Jersey 07083


Re:    Purchase of $[SPECIFY] liquidation amount of MMCapSSM
       (the "Capital Securities") of Center Bancorp Statutory
       Trust II (the "Trust")


      Reference is hereby made to the Amended and Restated  Declaration of Trust
of  Center  Bancorp  Statutory  Trust II,  dated as of  December  19,  2003 (the
"Declaration"),  among John J. Davis,  Anthony C. Weagley and Francis R. Patryn,
as  Administrators,  Wilmington Trust Company,  as Delaware Trustee,  Wilmington
Trust Company, as Institutional  Trustee,  Center Bancorp, Inc., as Sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Trust. Capitalized terms used but not defined herein shall have the meanings
given them in the Declaration.

      This letter relates to $[_______________]  aggregate liquidation amount of
Capital Securities which are held in the name of [name of transferor].

      In accordance with Section 8.2(b) of the Declaration, we do hereby certify
that (i) we are not a "U.S.  person"  (as such term is defined in Rule 902 under
the Securities  Act),  (ii) we are not acquiring the Capital  Securities for the
account or benefit of any U.S.  person,  and (iii) the offer and sale of Capital
Securities to us constitutes an "offshore  transaction" under Regulation S under
the Securities Act.

      You are entitled to rely upon this letter and are  irrevocably  authorized
to  produce  this  letter  or a copy  thereof  to any  interested  party  in any
administrative  or legal  proceeding  or other  inquiry  with respect to matters
covered hereby.


                                             ________________________
                                             (Name of Transferee)


                                         By:_________________________
                                             Name:
                                             Title:__________________

                                             Date:___________________


                                      D-1