Exhibit 10.16

                              CENTER BANCORP, INC.

                                    as Issuer

                                    INDENTURE

                          Dated as of December 19, 2003

                            WILMINGTON TRUST COMPANY

                                   as Trustee

           FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2034



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I           DEFINITIONS...................................................................................1

         Section 1.01               Definitions...................................................................1

ARTICLE II          DEBT SECURITIES...............................................................................8

         Section 2.01               Authentication and Dating.....................................................8
         Section 2.02               Form of Trustee's Certificate of Authentication...............................9
         Section 2.03               Form and Denomination of Debt Securities......................................9
         Section 2.04               Execution of Debt Securities..................................................9
         Section 2.05               Exchange and Registration of Transfer of Debt Securities.....................10
         Section 2.06               Mutilated, Destroyed, Lost or Stolen Debt Securities.........................13
         Section 2.07               Temporary Debt Securities....................................................14
         Section 2.08               Payment of Interest..........................................................14
         Section 2.09               Cancellation of Debt Securities Paid, etc....................................15
         Section 2.10               Computation of Interest......................................................16
         Section 2.11               Extension of Interest Payment Period.........................................17
         Section 2.12               CUSIP Numbers................................................................18

ARTICLE III         PARTICULAR COVENANTS OF THE COMPANY..........................................................18

         Section 3.01               Payment of Principal, Premium and Interest; Agreed Treatment of the
                                    Debt Securities..............................................................18
         Section 3.02               Offices for Notices and Payments, etc........................................19
         Section 3.03               Appointments to Fill Vacancies in Trustee's Office...........................20
         Section 3.04               Provision as to Paying Agent.................................................20
         Section 3.05               Certificate to Trustee.......................................................21
         Section 3.06               Additional Amounts...........................................................21
         Section 3.07               Compliance with Consolidation Provisions.....................................21
         Section 3.08               Limitation on Dividends......................................................22
         Section 3.09               Covenants as to the Trust....................................................22

ARTICLE IV          LISTS........................................................................................23

         Section 4.01               Securityholders' Lists.......................................................23
         Section 4.02               Preservation and Disclosure of Lists.........................................23
         Section 4.03               Financial and Other Information..............................................24

ARTICLE V           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS..................................................25

         Section 5.01               Events of Default............................................................25
         Section 5.02               Payment of Debt Securities on Default; Suit Therefor.........................26
         Section 5.03               Application of Moneys Collected by Trustee...................................28
         Section 5.04               Proceedings by Securityholders...............................................28
</TABLE>

                                       i

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         Section 5.05               Proceedings by Trustee.......................................................29
         Section 5.06               Remedies Cumulative and Continuing...........................................29
         Section 5.07               Direction of Proceedings and Waiver of Defaults by Majority of
                                    Securityholders..............................................................29
         Section 5.08               Notice of Defaults...........................................................30
         Section 5.09               Undertaking to Pay Costs.....................................................30

ARTICLE VI          CONCERNING THE TRUSTEE.......................................................................31

         Section 6.01               Duties and Responsibilities of Trustee.......................................31
         Section 6.02               Reliance on Documents, Opinions, etc.........................................32
         Section 6.03               No Responsibility for Recitals, etc..........................................33
         Section 6.04               Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                                    Registrar May Own Debt Securities............................................33
         Section 6.05               Moneys to be Held in Trust...................................................33
         Section 6.06               Compensation and Expenses of Trustee.........................................34
         Section 6.07               Officers' Certificate as Evidence............................................35
         Section 6.08               Eligibility of Trustee.......................................................35
         Section 6.09               Resignation or Removal of Trustee............................................35
         Section 6.10               Acceptance by Successor Trustee..............................................37
         Section 6.11               Succession by Merger, etc....................................................37
         Section 6.12               Authenticating Agents........................................................38

ARTICLE VII         CONCERNING THE SECURITYHOLDERS...............................................................39

         Section 7.01               Action by Securityholders....................................................39
         Section 7.02               Proof of Execution by Securityholders........................................40
         Section 7.03               Who Are Deemed Absolute Owners...............................................40
         Section 7.04               Debt Securities Owned by Company Deemed Not Outstanding......................40
         Section 7.05               Revocation of Consents; Future Holders Bound.................................41

ARTICLE VIII        SECURITYHOLDERS' MEETINGS....................................................................41

         Section 8.01               Purposes of Meetings.........................................................41
         Section 8.02               Call of Meetings by Trustee..................................................41
         Section 8.03               Call of Meetings by Company or Securityholders...............................42
         Section 8.04               Qualifications for Voting....................................................42
         Section 8.05               Regulations..................................................................42
         Section 8.06               Voting.......................................................................43
         Section 8.07               Quorum; Actions..............................................................43

ARTICLE IX          SUPPLEMENTAL INDENTURES......................................................................44

         Section 9.01               Supplemental Indentures without Consent of Securityholders...................44
         Section 9.02               Supplemental Indentures with Consent of Securityholders......................45
         Section 9.03               Effect of Supplemental Indentures............................................46
</TABLE>


                                       ii
<PAGE>


<TABLE>
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         Section 9.04               Notation on Debt Securities..................................................47
         Section 9.05               Evidence of Compliance of Supplemental Indenture to be Furnished to
                                    Trustee......................................................................47

ARTICLE X           REDEMPTION OF SECURITIES.....................................................................47

         Section 10.01              Optional Redemption..........................................................47
         Section 10.02              Special Event Redemption.....................................................47
         Section 10.03              Notice of Redemption; Selection of Debt Securities...........................48
         Section 10.04              Payment of Debt Securities Called for Redemption.............................48

ARTICLE XI          CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE............................................49

         Section 11.01              Company May Consolidate, etc., on Certain Terms..............................49
         Section 11.02              Successor Entity to be Substituted...........................................50
         Section 11.03              Opinion of Counsel to be Given to Trustee....................................50

ARTICLE XII         SATISFACTION AND DISCHARGE OF INDENTURE......................................................50

         Section 12.01              Discharge of Indenture.......................................................50
         Section 12.02              Deposited Moneys to be Held in Trust by Trustee..............................51
         Section 12.03              Paying Agent to Repay Moneys Held............................................51
         Section 12.04              Return of Unclaimed Moneys...................................................52

ARTICLE XIII        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS..............................52

         Section 13.01              Indenture and Debt Securities Solely Corporate Obligations...................52

ARTICLE XIV         MISCELLANEOUS PROVISIONS.....................................................................52

         Section 14.01              Successors...................................................................52
         Section 14.02              Official Acts by Successor Entity............................................52
         Section 14.03              Surrender of Company Powers..................................................52
         Section 14.04              Addresses for Notices, etc...................................................53
         Section 14.05              Governing Law................................................................53
         Section 14.06              Evidence of Compliance with Conditions Precedent.............................53
         Section 14.07              Business Day Convention......................................................53
         Section 14.08              Table of Contents, Headings, etc.............................................54
         Section 14.09              Execution in Counterparts....................................................54
         Section 14.10              Separability.................................................................54
         Section 14.11              Assignment...................................................................54
         Section 14.12              Acknowledgment of Rights.....................................................54
</TABLE>

                                      iii

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ARTICLE XV          SUBORDINATION OF DEBT SECURITIES.............................................................55

         Section 15.01              Agreement to Subordinate.....................................................55
         Section 15.02              Default on Senior Indebtedness...............................................55
         Section 15.03              Liquidation; Dissolution; Bankruptcy.........................................56
         Section 15.04              Subrogation..................................................................57
         Section 15.05              Trustee to Effectuate Subordination..........................................58
         Section 15.06              Notice by the Company........................................................58
         Section 15.07              Rights of the Trustee; Holders of Senior Indebtedness........................59
         Section 15.08              Subordination May Not Be Impaired............................................59
</TABLE>


EXHIBITS

         EXHIBIT A         Form of Debt Security

                                       iv

<PAGE>


      THIS  INDENTURE,  dated as of December 19, 2003,  between Center  Bancorp,
Inc., a bank holding company  incorporated in New Jersey (hereinafter  sometimes
called  the  "Company"),  and  Wilmington  Trust  Company,  a  Delaware  banking
corporation, as trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H :

      WHEREAS,  for  its  lawful  corporate  purposes,   the  Company  has  duly
authorized the issuance of its Floating Rate Junior Subordinated Debt Securities
due 2033 (the "Debt  Securities")  under this  Indenture  and to provide,  among
other things, for the execution and authentication,  delivery and administration
thereof, the Company has duly authorized the execution of this Indenture.

      NOW, THEREFORE,  in consideration of the premises, and the purchase of the
Debt Securities by the holders  thereof,  the Company  covenants and agrees with
the Trustee for the equal and  proportionate  benefit of the respective  holders
from time to time of the Debt Securities as follows:

                                   ARTICLE I
                                   DEFINITIONS

      Section 1.01. Definitions.

      The terms  defined  in this  Section  1.01  (except  as  herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings  specified in this Section 1.01. All accounting  terms used
herein and not expressly  defined shall have the meanings assigned to such terms
in  accordance  with  generally  accepted  accounting  principles  and the  term
"generally accepted accounting  principles" means such accounting  principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

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

      "Additional Provisions" has the meaning set forth in Section 15.01.

      "Administrative Action" has the meaning specified within the definition of
"Tax Event" in this Section 1.01.

      "Authenticating  Agent" means any agent or agents of the Trustee  which at
the time shall be appointed and acting pursuant to Section 6.12.

      "Bankruptcy  Law" means Title 11,  U.S.  Code,  or any similar  federal or
state law for the relief of debtors.

      "Board  of  Directors"  means  the  board of  directors  or the  executive
committee or any other duly authorized designated officers of the Company.

<PAGE>


      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant  Secretary of the Company to have been duly adopted by the Board
of  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such
certification and delivered to the Trustee.

      "Business  Day" means any day other than a  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" means the Person identified as "Trustee" in the first
paragraph  hereof  with  respect to the Debt  Securities  and the  Institutional
Trustee with respect to the Trust Securities.

      "Capital Securities" means undivided beneficial interests in the assets of
the Trust which are  designated  as  "MMCapSSM"  and rank pari passu with Common
Securities issued by the Trust;  provided,  however, that if an Event of Default
(as defined in the  Declaration)  has occurred and is continuing,  the rights of
holders of such Common  Securities  to payment in respect of  distributions  and
payments upon  liquidation,  redemption  and otherwise are  subordinated  to the
rights of holders of such Capital Securities.

      "Capital  Securities  Guarantee"  means the guarantee  agreement  that the
Company  will enter into with  Wilmington  Trust  Company or other  Persons that
operates directly or indirectly for the benefit of holders of Capital Securities
of the Trust.

      "Capital  Treatment Event" means, if the Company is organized and existing
under the laws of the  United  States or any state  thereof or the  District  of
Columbia,  the  receipt  by the  Company  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 Debt Securities,  there is more than an insubstantial  risk that
the Company 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 Company;  provided,  however, that the distribution
of the Debt  Securities in connection  with the  liquidation of the Trust by the
Company 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.

      "Certificate"  means a  certificate  signed  by any  one of the  principal
executive officer,  the principal financial officer or the principal  accounting
officer of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Common Securities" means undivided  beneficial interests in the assets of
the Trust which are designated as "Common  Securities"  and rank pari passu with
Capital Securities issued by the Trust;  provided,  however, that if an Event of
Default (as defined in the  Declaration)  has  occurred and is  continuing,  the
rights  of  holders  of  such  Common   Securities  to  payment  in  respect  of
distributions  and payments  upon  liquidation,  redemption  and  otherwise  are
subordinated to the rights of holders of such Capital Securities.


                                       2
<PAGE>

      "Company" means Center Bancorp,  Inc., a bank holding company incorporated
in New Jersey,  and,  subject to the provisions of Article XI, shall include its
successors and assigns.

      "Debt  Security" or "Debt  Securities" has the meaning stated in the first
recital of this Indenture.

      "Debt Security Register" has the meaning specified in Section 2.05.

      "Declaration"  means the Amended and Restated  Declaration of Trust of the
Trust,  dated as of December 19, 2003, as amended or  supplemented  from time to
time.

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

      "Defaulted Interest" has the meaning set forth in Section 2.08.

      "Deferred Interest" has the meaning set forth in Section 2.11.

      "Event of Default"  means any event  specified in Section 5.01,  which has
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Extension Period" has the meaning set forth in Section 2.11.

      "Federal  Reserve"  means the Board of  Governors  of the Federal  Reserve
System and the staff thereof acting on behalf of the Board of Governors.

      "Indenture" means this Indenture as originally  executed or, if amended or
supplemented as herein provided, as so amended or supplemented, or both.

      "Institutional Trustee" has the meaning set forth in the Declaration.

      "Interest Payment Date" means January 23, April 23, July 23 and October 23
of each year, commencing on April 23, 2004, subject to Section 14.07.

      "Interest Period" has the meaning set forth in Section 2.08.

      "Interest Rate" means,  with respect to any Interest  Period,  a per annum
rate of interest equal to LIBOR, as determined on the LIBOR  Determination  Date
for such Interest Period, plus 2.85%; provided,  however, that the Interest Rate
for any Interest  Period may not exceed the highest  rate  permitted by New York
law, as the same may be modified by United States law of general application.


                                       3
<PAGE>


      "Investment  Company Event" means the receipt by the Company 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 of 1940,  as amended,  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 Debt Securities.

      "LIBOR"  means the London  Interbank  Offered  Rate for  three-month  U.S.
Dollar  deposits in Europe as determined by the  Calculation  Agent according to
Section 2.10(b).

      "LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(i).

      "LIBOR Business Day" has the meaning set forth in Section 2.10(b)(i).

      "LIBOR   Determination   Date"  has  the  meaning  set  forth  in  Section
2.10(b)(i).

      "Liquidation  Amount"  means the  liquidation  amount of $1,000  per Trust
Security.

      "Maturity Date" means January 23, 2034, subject to Section 14.07.

      "Officers'  Certificate" means a certificate signed by the Chairman of the
Board, the Vice Chairman, the President or any Vice President,  and by the Chief
Financial Officer, the Treasurer,  an Assistant Treasurer,  the Comptroller,  an
Assistant  Comptroller,  the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 14.06 if and to the extent required by the provisions of
such Section.

      "Opinion of Counsel"  means an opinion in writing signed by legal counsel,
who may be an  employee  of or  counsel to the  Company or may be other  counsel
reasonably  satisfactory  to the Trustee.  Each such opinion  shall  include the
statements  provided for in Section  14.06 if and to the extent  required by the
provisions of such Section.

      The term  "outstanding,"  when used  with  reference  to Debt  Securities,
subject to the provisions of Section 7.04, means, as of any particular time, all
Debt Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

      (a)  Debt   Securities   theretofore   canceled  by  the  Trustee  or  the
Authenticating Agent or delivered to the Trustee for cancellation;

      (b) Debt Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own Paying Agent); provided, that, if such Debt Securities, or portions thereof,
are to be redeemed prior to maturity  thereof,  notice of such redemption  shall
have been given as provided in Articles X and XIV or provision  satisfactory  to
the Trustee shall have been made for giving such notice; and


                                       4
<PAGE>


      (c) Debt  Securities  paid  pursuant  to Section  2.06 or in lieu of or in
substitution for which other Debt Securities shall have been  authenticated  and
delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the
Company and the Trustee is presented  that any such Debt  Securities are held by
bona fide holders in due course.

      "Optional Redemption Date" has the meaning set forth in Section 10.01.

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

      "Paying Agent" has the meaning set forth in Section 3.04(e).

      "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.

      "Predecessor  Security"  of  any  particular  Debt  Security  means  every
previous  Debt  Security  evidencing  all or a portion  of the same debt as that
evidenced  by such  particular  Debt  Security;  and,  for the  purposes of this
definition,  any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost,  destroyed or stolen Debt  Security  shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

      "Principal Office of the Trustee" means the office of the 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 the  execution of this  Indenture  shall be Rodney  Square North,
1100 North Market Street, Wilmington, DE 19890-0001.

      "Reference Banks" has the meaning set forth in Section 2.10(b)(ii).

      "Resale  Restriction  Termination  Date"  means,  with respect to any Debt
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 Debt Security and (z) the last date on
which the Company or any Affiliate (as defined in Rule 405 under the  Securities
Act) of the Company  was the holder of such Debt  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  Trustee,  any officer
within the Principal  Office of the Trustee with direct  responsibility  for the
administration  of the Indenture,  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 Principal Office
of the 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.


                                       5
<PAGE>


      "Securities Act" means the Securities Act of 1933, as amended.

      "Securityholder,"  "holder of Debt  Securities"  or other  similar  terms,
means  any  Person  in whose  name at the time a  particular  Debt  Security  is
registered on the Debt Security Register.

      "Senior  Indebtedness"  means,  with  respect  to  the  Company,  (i)  the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company,
(ii) all capital lease obligations of the Company,  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title  retention  agreement  (but  excluding  trade  accounts  payable
arising in the ordinary course of business), (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction,  (v) all  obligations  of the type
referred to in clauses (i) through  (iv) above of other  Persons for the payment
of which the Company is responsible or liable as obligor, guarantor or otherwise
and (vi) all  obligations  of the type  referred  to in clauses  (i) through (v)
above of other  Persons  secured  by any  lien on any  property  or asset of the
Company  (whether or not such  obligation  is assumed by the  Company),  whether
incurred  on or prior  to the date of this  Indenture  or  thereafter  incurred,
unless,  with  the  prior  approval  of the  Federal  Reserve  if not  otherwise
generally approved,  it is provided in the instrument creating or evidencing the
same or pursuant to which the same is outstanding  that such obligations are not
superior or are pari passu in right of payment to the Debt Securities; provided,
however,  that Senior  Indebtedness  shall not include,  and the Debt Securities
shall be pari passu with, (A) any debt securities issued to any trust other than
the  Trust (or a trustee  of such  trust)  that is a  financing  vehicle  of the
Company  (a  "financing  entity"),  in  connection  with  the  issuance  by such
financing  entity of equity or other  securities in  transactions  substantially
similar in  structure  to the  transactions  contemplated  hereunder  and in the
Declaration  or (B) any  guarantees  of the  Company in respect of the equity or
other securities of any financing entity referred to in clause (A) above.

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

      "Special Redemption Date" has the meaning set forth in Section 10.02.

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


                                       6
<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%

      "Subsidiary"  means, with respect to any Person,  (i) any corporation,  at
least a majority of the outstanding voting stock of which is owned,  directly or
indirectly,  by such Person or one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, (ii) any general partnership, joint venture
or similar entity, at least a majority of the outstanding partnership or similar
interests  of which  shall at the time be owned by such Person or one or more of
its  Subsidiaries  or by such  Person and one or more of its  Subsidiaries,  and
(iii) any limited partnership of which such Person or any of its Subsidiaries is
a general  partner.  For the purposes of this  definition,  "voting stock" means
shares,  interests,  participations  or other equivalents in the equity interest
(however  designated)  in such  Person  having  ordinary  voting  power  for the
election of a majority of the  directors  (or the  equivalent)  of such  Person,
other than shares,  interests,  participations or other equivalents  having such
power only by reason of the occurrence of a contingency.

      "Tax  Event"  means the receipt by the Company 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
Company  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 Debt Securities,  there is more than an insubstantial  risk that: (i) the
Trust  is, or will be within  90 days of the date of such  opinion,  subject  to
United States federal  income tax with respect to income  received or accrued on
the Debt  Securities;  (ii) if the Company is organized  and existing  under the
laws of the United  States or any state  thereof or the  District  of  Columbia,
interest payable by the Company on the Debt Securities is not, or within 90 days
of the date of such opinion, will not be, deductible by the Company, 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 to holders of Trust
Securities,  more than a de minimis amount of other taxes (including withholding
taxes), duties, assessments or other governmental charges.


                                       7
<PAGE>


      "Trust" means Center Bancorp  Statutory  Trust II, the Delaware  statutory
trust,  or any other similar  trust  created for the purpose of issuing  Capital
Securities  in  connection  with the  issuance  of Debt  Securities  under  this
Indenture, of which the Company is the sponsor.

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

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

      "Trustee" means the Person  identified as "Trustee" in the first paragraph
hereof, and, subject to the provisions of Article VI hereof,  shall also include
its successors and assigns as Trustee hereunder.

      "United  States"  means the United  States of America and the  District of
Columbia.

      "U.S.  Person" has the meaning  given to United States Person as set forth
in Section 7701(a)(30) of the Code.

                                   ARTICLE II

                                 DEBT SECURITIES

      Section 2.01 Authentication and Dating.

      Upon the  execution and delivery of this  Indenture,  or from time to time
thereafter,  Debt Securities in an aggregate  principal  amount not in excess of
$5,155,000  may be  executed  and  delivered  by the  Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

      The Trustee  shall have the right to decline to  authenticate  and deliver
any Debt Securities under this Section if the Trustee, being advised by counsel,
determines  that  such  action  may not  lawfully  be taken or if a  Responsible
Officer of the Trustee in good faith  shall  determine  that such  action  would
expose the Trustee to personal liability to existing Securityholders.

      The definitive Debt Securities  shall be typed,  printed,  lithographed or
engraved on steel engraved  borders or may be produced in any other manner,  all
as determined by the officers  executing such Debt  Securities,  as evidenced by
their execution of such Debt Securities.


                                       8
<PAGE>


      Section 2.02 Form of Trustee's Certificate of Authentication.

      The Trustee's  certificate of  authentication on all Debt Securities shall
be in substantially the following form:

      This is one of the Debt  Securities  referred  to in the  within-mentioned
Indenture.

                                    Wilmington Trust Company,
                                    not in its individual capacity
                                    but solely as trustee


                                    By:
                                       ---------------------------------------
                                        Authorized Officer



      Section 2.03 Form and Denomination of Debt Securities.

      The Debt  Securities  shall be  substantially  in the  form of  Exhibit  A
hereto.  The Debt Securities shall be in registered,  certificated  form without
coupons and in minimum  denominations  of $100,000 and any multiple of $1,000 in
excess thereof.  The Debt Securities shall be numbered,  lettered,  or otherwise
distinguished  in such manner or in  accordance  with such plans as the officers
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and authentication thereof.

      Section 2.04 Execution of Debt Securities.

      The Debt  Securities  shall be  signed  in the name and on  behalf  of the
Company by the manual or  facsimile  signature  of its  Chairman of the Board of
Directors,  Vice Chairman,  President or Chief  Financial  Officer or one of its
Executive Vice Presidents,  Senior Vice Presidents or Vice Presidents, under its
corporate seal (if legally  required)  which may be affixed  thereto or printed,
engraved or otherwise  reproduced thereon, by facsimile or otherwise,  and which
need not be  attested.  Only  such  Debt  Securities  as shall  bear  thereon  a
certificate of  authentication  substantially in the form herein before recited,
executed by the Trustee or the  Authenticating  Agent by the manual signature of
an authorized officer, shall be entitled to the benefits of this Indenture or be
valid or  obligatory  for any purpose.  Such  certificate  by the Trustee or the
Authenticating  Agent upon any Debt  Security  executed by the Company  shall be
conclusive  evidence  that the Debt  Security  so  authenticated  has been  duly
authenticated  and  delivered  hereunder  and that the holder is entitled to the
benefits of this Indenture.

      In case any  officer of the  Company who shall have signed any of the Debt
Securities  shall cease to be such officer before the Debt  Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company,  such Debt Securities  nevertheless may be
authenticated  and delivered or disposed of as though the Person who signed such
Debt  Securities had not ceased to be such officer of the Company;  and any Debt
Security  may be  signed on behalf of the  Company  by such  Persons  as, at the
actual date of the execution of such Debt Security, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.


                                       9
<PAGE>


      Every Debt Security shall be dated the date of its authentication.

      Section 2.05 Exchange and Registration of Transfer of Debt Securities.

      The Company shall cause to be kept, at the office or agency maintained for
the purpose of  registration of transfer and for exchange as provided in Section
3.02, a register (the "Debt Security  Register") for the Debt Securities  issued
hereunder in which, subject to such reasonable  regulations as it may prescribe,
the  Company  shall  provide  for the  registration  and  transfer  of all  Debt
Securities  as provided in this  Article II. Such  register  shall be in written
form or in any other form capable of being  converted into written form within a
reasonable time.

      Debt Securities to be exchanged may be surrendered at the Principal Office
of the  Trustee or at any office or agency to be  maintained  by the Company for
such purpose as provided in Section  3.02,  and the Company shall  execute,  the
Company or the Trustee  shall  register  and the  Trustee or the  Authenticating
Agent shall  authenticate and make available for delivery in exchange  therefor,
the Debt  Security  or Debt  Securities  which  the  Securityholder  making  the
exchange shall be entitled to receive.  Upon due presentment for registration of
transfer of any Debt Security at the  Principal  Office of the Trustee or at any
office or agency of the  Company  maintained  for such  purpose as  provided  in
Section  3.02,  the Company  shall  execute,  the  Company or the Trustee  shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees,  a new Debt
Security for a like aggregate principal amount.  Registration or registration of
transfer  of any Debt  Security  by the  Trustee or by any agent of the  Company
appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the  registration  or  registration  of transfer of such Debt
Security.

      All Debt Securities presented for registration of transfer or for exchange
or  payment  shall  (if  so  required  by the  Company  or  the  Trustee  or the
Authenticating  Agent)  be duly  endorsed  by, or be  accompanied  by, a written
instrument or  instruments of transfer in form  satisfactory  to the Company and
either the Trustee or the  Authenticating  Agent duly executed by, the holder or
such holder's attorney duly authorized in writing.

      No  service  charge  shall be made for any  exchange  or  registration  of
transfer of Debt Securities,  but the Company or the Trustee may require payment
of a sum sufficient to cover any tax, fee or other governmental  charge that may
be imposed in  connection  therewith  other than  exchanges  pursuant to Section
2.07, Section 9.04 or Section 10.04 not involving any transfer.

      The Company or the Trustee shall not be required to exchange or register a
transfer of any Debt Security for a period of 15 days immediately  preceding the
date of selection of Debt Securities for redemption.

      Notwithstanding  the  foregoing,  Debt  Securities  may not be transferred
prior to the Resale  Restriction  Termination Date except in compliance with the
legend set forth below, unless otherwise determined by the Company in accordance
with applicable law, which legend shall be placed on each Debt Security:


                                       10
<PAGE>


      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  COMPANY OR ANY  AFFILIATE  (AS DEFINED IN RULE 405 UNDER
THE  SECURITIES  ACT) OF THE  COMPANY  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  COMPANY,  (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 COMPANY'S RIGHT 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 IT
IN  ACCORDANCE  WITH THE  INDENTURE,  A COPY OF WHICH MAY BE  OBTAINED  FROM THE
COMPANY. 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.


                                       11
<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 INDENTURE TO CONFIRM THAT THE TRANSFER  COMPLIES WITH THE
FOREGOING RESTRICTIONS.

      THIS  SECURITY  WILL BE  ISSUED  AND MAY BE  TRANSFERRED  ONLY IN  MINIMUM
DENOMINATIONS  OF  $100,000  AND  MULTIPLES  OF $1,000 IN  EXCESS  THEREOF.  ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS 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.


                                       12
<PAGE>


      THIS  OBLIGATION  IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
OR ANY  AGENCY OR FUND OF THE  UNITED  STATES,  INCLUDING  THE  FEDERAL  DEPOSIT
INSURANCE  CORPORATION  (THE "FDIC").  THIS  OBLIGATION IS  SUBORDINATED  TO THE
CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED  CREDITORS OF THE
COMPANY,  IS INELIGIBLE  AS  COLLATERAL  FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.

      Section 2.06 Mutilated, Destroyed, Lost or Stolen Debt Securities.

      In case any Debt Security shall become mutilated or be destroyed,  lost or
stolen,  the Company  shall  execute,  and upon its written  request the Trustee
shall  authenticate  and  deliver,  a new Debt  Security  bearing  a number  not
contemporaneously  outstanding,  in exchange and  substitution for the mutilated
Debt  Security,  or in lieu of and in  substitution  for the  Debt  Security  so
destroyed,  lost or stolen.  In every case the applicant for a substituted  Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless,  and, in every case of
destruction,  loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction,  loss or theft of
such Debt Security and of the ownership thereof.

      The  Trustee may  authenticate  any such  substituted  Debt  Security  and
deliver the same upon the written request or authorization of any officer of the
Company.  Upon the issuance of any  substituted  Debt Security,  the Company may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other expenses  connected
therewith.  In case any Debt Security which has matured or is about to mature or
has been called for  redemption in full shall become  mutilated or be destroyed,
lost or stolen,  the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without  surrender  thereof  except in
the case of a mutilated  Debt  Security) if the applicant for such payment shall
furnish to the Company  and the Trustee  such  security or  indemnity  as may be
required by them to save each of them harmless and, in case of destruction, loss
or  theft,  evidence  satisfactory  to the  Company  and to the  Trustee  of the
destruction, loss or theft of such Security and of the ownership thereof.

      Every  substituted Debt Security issued pursuant to the provisions of this
Section  2.06 by virtue of the fact that any such Debt  Security  is  destroyed,
lost or stolen shall  constitute  an  additional  contractual  obligation of the
Company,  whether or not the  destroyed,  lost or stolen Debt Security  shall be
found at any time,  and shall be entitled to all the benefits of this  Indenture
equally and  proportionately  with any and all other Debt Securities duly issued
hereunder.  All  Debt  Securities  shall  be held and  owned  upon  the  express
condition  that,  to the extent  permitted  by  applicable  law,  the  foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  of
mutilated,  destroyed, lost or stolen Debt Securities and shall preclude any and
all other  rights or  remedies  notwithstanding  any law or statute  existing or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


                                       13
<PAGE>


      Section 2.07 Temporary Debt Securities.

      Pending the  preparation of definitive  Debt  Securities,  the Company may
execute and the Trustee  shall  authenticate  and make  available  for  delivery
temporary Debt Securities  that are typed,  printed or  lithographed.  Temporary
Debt  Securities  shall  be  issuable  in  any  authorized   denomination,   and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt  Securities.  Without  unreasonable  delay,  the
Company  will  execute and deliver to the  Trustee or the  Authenticating  Agent
definitive  Debt  Securities and thereupon any or all temporary Debt  Securities
may be surrendered in exchange therefor,  at the Principal Office of the Trustee
or at any  office  or agency  maintained  by the  Company  for such  purpose  as
provided  in Section  3.02,  and the Trustee or the  Authenticating  Agent shall
authenticate and make available for delivery in exchange for such temporary Debt
Securities a like aggregate principal amount of such definitive Debt Securities.
Such  exchange  shall be made by the  Company at its own expense and without any
charge  therefor  except  that  in  case  of  any  such  exchange   involving  a
registration  of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental  charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall in all respects
be  entitled  to the same  benefits  under this  Indenture  as  definitive  Debt
Securities authenticated and delivered hereunder.

      Section 2.08 Payment of Interest.

      Each Debt Security will bear interest at the then applicable Interest Rate
(i) in the  case of the  initial  Interest  Period,  for the  period  from,  and
including,  the  date  of  original  issuance  of such  Debt  Security  to,  but
excluding, the initial Interest Payment Date and (ii) thereafter, for the period
from, and including,  the first day following the end of the preceding  Interest
Period to, but excluding,  the applicable  Interest Payment Date or, in the case
of the last Interest  Period,  the related  Optional  Redemption  Date,  Special
Redemption Date or Maturity Date, as applicable (each such period,  an "Interest
Period"),  on the principal thereof, on any overdue principal and (to the extent
that payment of such interest is enforceable  under  applicable law) on Deferred
Interest  and  on any  overdue  installment  of  interest  (including  Defaulted
Interest),  payable  (subject to the provisions of Article XII) on each Interest
Payment  Date.  Interest and any Deferred  Interest on any Debt Security that is
payable,  and is  punctually  paid or duly  provided for by the Company,  on any
Interest  Payment  Date  shall be paid to the  Person  in whose  name  such Debt
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the regular record date for such interest  installment,  except that
interest and any Deferred  Interest  payable on the Maturity  Date, any Optional
Redemption  Date or the Special  Redemption  Date,  as the case may be, shall be
paid to the Person to whom  principal is paid.  In case (i) the Maturity Date of
any Debt  Security or (ii) any Debt  Security  or portion  thereof is called for
redemption and the related  Optional  Redemption Date or the Special  Redemption
Date, as the case may be, is subsequent to the regular  record date with respect
to any  Interest  Payment Date and either on or prior to such  Interest  Payment
Date,  interest  on  such  Debt  Security  will be paid  upon  presentation  and
surrender of such Debt Security.


                                       14
<PAGE>


      Any interest on any Debt Security,  other than Deferred Interest,  that is
payable,  but is not punctually paid or duly provided for by the Company, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the holder on the  relevant  regular  record  date by virtue of
having  been  such  holder,  and such  Defaulted  Interest  shall be paid by the
Company to the Persons in whose names such Debt Securities (or their  respective
Predecessor  Securities)  are  registered  at the close of business on a special
record date for the payment of such Defaulted Interest,  which shall be fixed in
the  following  manner:  the Company  shall notify the Trustee in writing of the
amount of Defaulted  Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements reasonably
satisfactory  to the Trustee for such deposit  prior to the date of the proposed
payment,  such money when  deposited  to be held in trust for the benefit of the
Persons  entitled to such  Defaulted  Interest  as  provided in this  paragraph.
Thereupon  the Trustee  shall fix a special  record date for the payment of such
Defaulted Interest,  which shall not be more than fifteen nor less than ten days
prior to the date of the  proposed  payment and not less than ten days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall
promptly  notify the Company of such special record date and, in the name and at
the expense of the Company,  shall cause notice of the proposed  payment of such
Defaulted  Interest  and the special  record date  therefor to be mailed,  first
class  postage  prepaid,  to each  Securityholder  at his or her  address  as it
appears  in the Debt  Security  Register,  not less than ten days  prior to such
special record date.  Notice of the proposed payment of such Defaulted  Interest
and the special  record date  therefor  having  been mailed as  aforesaid,  such
Defaulted  Interest  shall be paid to the  Persons  in  whose  names  such  Debt
Securities (or their respective  Predecessor  Securities) are registered on such
special  record date and  thereafter  the Company shall have no further  payment
obligation in respect of the Defaulted Interest.

      Any  interest  scheduled  to become  payable on an Interest  Payment  Date
occurring during an Extension  Period shall not be Defaulted  Interest and shall
be  payable on such  other  date as may be  specified  in the terms of such Debt
Securities.

      The term "regular  record date",  as used in this Section,  shall mean the
fifteenth day prior to the applicable Interest Payment Date, whether or not such
day is a Business Day.

      Subject to the foregoing  provisions  of this Section,  each Debt Security
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Debt  Security  shall  carry the rights to  interest
accrued  and  unpaid,  and to  accrue,  that were  carried  by such  other  Debt
Security.

      Section 2.09 Cancellation of Debt Securities Paid, etc.

      All Debt Securities  surrendered  for the purpose of payment,  redemption,
exchange or  registration  of transfer,  shall, if surrendered to the Company or
any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered  to the Trustee or any  Authenticating  Agent,  shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu thereof except as
expressly  permitted  by any of the  provisions  of  this  Indenture.  All  Debt
Securities  canceled  by any  Authenticating  Agent  shall be  delivered  to the
Trustee.  The Trustee  shall  destroy all canceled  Debt  Securities  unless the
Company  otherwise  directs the  Trustee in  writing,  in which case the Trustee
shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debt  Securities  unless and until the same are  surrendered  to the Trustee for
cancellation.


                                       15
<PAGE>


      Section 2.10 Computation of Interest.

      (a) The  amount  of  interest  payable  for any  Interest  Period  will be
computed on the basis of a 360-day year and the actual number of days elapsed in
such Interest Period.

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

            (i) 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 Interest Period (or, in
      the case of the first Interest  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.

            (ii) 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  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.


                                       16
<PAGE>


            (iii)  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 Interest  Period shall be LIBOR in effect
      for the immediately preceding Interest Period.

      (c) All percentages resulting from any calculations on the Debt 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 Company and the Paying Agent of the  applicable  Interest  Rate
that applies to the related Interest Period.  The Calculation  Agent shall, upon
the  request  of a holder  of any Debt  Securities,  inform  such  holder of the
Interest Rate that applies to the related Interest Period. All calculations made
by the  Calculation  Agent in the absence of manifest  error shall be conclusive
for all  purposes  and  binding  on the  Company  and the  holders  of the  Debt
Securities.  The Paying Agent shall be entitled to rely on information  received
from the  Calculation  Agent or the Company as to the applicable  Interest Rate.
The Company shall, from time to time,  provide any necessary  information to the
Paying Agent  relating to any original  issue  discount and interest on the Debt
Securities  that is included in any payment and  reportable  for taxable  income
calculation purposes.

      Section 2.11 Extension of Interest Payment Period.

So long as no Event of Default has occurred and is continuing, the Company shall
have the right,  from time to time and without  causing an Event of Default,  to
defer  payments of interest on the Debt  Securities  by  extending  the interest
payment  period on the Debt  Securities at any time and from time to time during
the term of the Debt  Securities,  for up to 20  consecutive  quarterly  periods
(each such  extended  interest  payment  period,  together with all previous and
further  consecutive  extensions thereof, is referred to herein as an "Extension
Period").  No Extension  Period may end on a date other than an Interest 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 Debt  Securities,  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 Interest 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. 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. At the end of any
Extension  Period,  the Company shall pay all Deferred Interest then accrued and
unpaid on the Debt  Securities;  provided,  however,  that during any  Extension
Period,  the Company shall be subject to the  restrictions  set forth in Section
3.08. Prior to the termination of any Extension Period,  the Company 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 Company
may commence a new Extension Period, subject to the foregoing requirements.  The
Company  must  give the  Trustee  notice of its  election  to begin or extend an
Extension  Period at least one  Business  Day prior to the  regular  record date
applicable to the next succeeding  Interest Payment Date. The Trustee shall give
notice of the Company's  election to begin or extend an Extension  Period to the
Securityholders.


                                       17
<PAGE>


      Section 2.12 CUSIP Numbers.

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

      Section 3.01 Payment of Principal,  Premium and Interest; Agreed Treatment
of the Debt Securities.

      (a) The Company  covenants and agrees that it will duly and punctually pay
or cause to be paid all  payments due in respect of the Debt  Securities  at the
place, at the respective  times and in the manner provided in this Indenture and
the Debt  Securities.  Payment of the  principal  of and  premium,  if any,  and
interest  on the  Debt  Securities  due  on  the  Maturity  Date,  any  Optional
Redemption Date or the Special Redemption Date, as the case may be, will be made
by the Company in immediately available funds against presentation and surrender
of such Debt  Securities.  At the option of the  Company,  each  installment  of
interest on the Debt  Securities due on an Interest  Payment Date other than the
Maturity Date, any Optional  Redemption Date or the Special  Redemption Date, as
the case may be, may be paid (i) by mailing checks for such interest  payable to
the order of the holders of Debt Securities  entitled  thereto as they appear on
the Debt  Security  Register or (ii) by wire transfer of  immediately  available
funds to any account  with a banking  institution  located in the United  States
designated by such holders to the Paying Agent no later than the related  record
date.  Notwithstanding  anything to the contrary  contained in this Indenture or
any Debt Security, if the Trust or the trustee of the Trust is the holder of any
Debt Security,  then all payments in respect of such Debt Security shall be made
by the Company in immediately available funds when due.

      (b) The Company will treat the Debt  Securities as  indebtedness,  and the
interest  payable in respect of such Debt  Securities as interest,  for all U.S.
federal  income tax  purposes.  All payments in respect of such Debt  Securities
will be made  free and clear of U.S.  withholding  tax to any  beneficial  owner
thereof  that has  provided an  Internal  Revenue  Service  Form W-8 BEN (or any
substitute or successor form) establishing its non-U.S.  status for U.S. federal
income tax purposes.


                                       18
<PAGE>


      (c) As of the date of this Indenture,  the Company  represents that it has
no  intention  to exercise  its right under  Section  2.11 to defer  payments of
interest on the Debt Securities by commencing an Extension Period.

      (d) As of the date of this  Indenture,  the  Company  represents  that the
likelihood that it would exercise its right under Section 2.11 to defer payments
of interest on the Debt Securities by commencing an Extension Period at any time
during  which the Debt  Securities  are  outstanding  is remote  because  of the
restrictions  that would be imposed on the  Company's  ability to declare or pay
dividends  or  distributions  on, or to redeem,  purchase or make a  liquidation
payment  with  respect to, any of its  outstanding  equity and on the  Company's
ability to make any payments of principal of or premium, if any, or interest on,
or repurchase or redeem,  any of its debt securities that rank pari passu in all
respects with or junior in interest to the Debt Securities.

      Section 3.02 Offices for Notices and Payments, etc.

      So long as any of the Debt Securities remain outstanding, the Company will
maintain in Wilmington,  Delaware or in Trenton,  New Jersey an office or agency
where the Debt  Securities  may be presented  for  payment,  an office or agency
where the Debt Securities may be presented for  registration of transfer and for
exchange as provided in this Indenture and an office or agency where notices and
demands to or upon the  Company in  respect  of the Debt  Securities  or of this
Indenture may be served.  The Company will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until  otherwise  designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.05, such office or agency for
all of the above purposes shall be the Principal Office of the Trustee.  In case
the  Company  shall fail to maintain  any such  office or agency in  Wilmington,
Delaware  or in Trenton,  New  Jersey,  or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Principal Office of the Trustee.

      In  addition  to any such  office or agency,  the Company may from time to
time designate one or more offices or agencies outside  Wilmington,  Delaware or
Trenton,  New Jersey where the Debt Securities may be presented for registration
of transfer and for exchange in the manner provided in this  Indenture,  and the
Company may from time to time rescind such designation,  as the Company may deem
desirable  or  expedient;   provided,  however,  that  no  such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in Wilmington,  Delaware or in Trenton, New Jersey for
the  purposes  above  mentioned.  The Company  will give to the  Trustee  prompt
written notice of any such designation or rescission thereof.


                                       19
<PAGE>


      Section 3.03 Appointments to Fill Vacancies in Trustee's Office.

      The Company,  whenever  necessary to avoid or fill a vacancy in the office
of Trustee,  will appoint, in the manner provided in Section 6.09, a Trustee, so
that there shall at all times be a Trustee hereunder.

      Section 3.04 Provision as to Paying Agent.

      (a) If the Company shall appoint a Paying Agent other than the Trustee, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the  Trustee,  subject to the  provision of
this Section 3.04,

            (i)  that it will  hold all sums  held by it as such  agent  for the
      payment of all payments due on the Debt Securities (whether such sums have
      been  paid  to it by the  Company  or by any  other  obligor  on the  Debt
      Securities)  in  trust  for  the  benefit  of  the  holders  of  the  Debt
      Securities;

            (ii)  that it will give the  Trustee  prompt  written  notice of any
      failure by the Company (or by any other obligor on the Debt Securities) to
      make any  payment  on the Debt  Securities  when the same shall be due and
      payable; and

            (iii) that it will, at any time during the  continuance of any Event
      of Default, upon the written request of the Trustee,  forthwith pay to the
      Trustee all sums so held in trust by such Paying Agent.

      (b) If the  Company  shall act as its own  Paying  Agent,  it will,  on or
before  each due date of the  payments  due on the Debt  Securities,  set aside,
segregate  and  hold in  trust  for  the  benefit  of the  holders  of the  Debt
Securities  a sum  sufficient  to make such  payments so  becoming  due and will
notify the  Trustee in  writing  of any  failure to take such  action and of any
failure by the Company (or by any other  obligor under the Debt  Securities)  to
make any  payment  on the Debt  Securities  when the same  shall  become due and
payable.

      Whenever  the Company  shall have one or more  Paying  Agents for the Debt
Securities,  it will,  on or prior to each due date of the  payments on the Debt
Securities,  deposit with a Paying Agent a sum sufficient to pay all payments so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled thereto and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

      (c) Anything in this Section  3.04 to the  contrary  notwithstanding,  the
Company  may, at any time,  for the  purpose of  obtaining  a  satisfaction  and
discharge with respect to the Debt Securities,  or for any other reason, pay, or
direct any Paying  Agent to pay,  to the  Trustee  all sums held in trust by the
Company or any such Paying  Agent,  such sums to be held by the Trustee upon the
same terms and conditions herein contained.


                                       20
<PAGE>


      (d) Anything in this Section  3.04 to the  contrary  notwithstanding,  the
agreement  to hold sums in trust as provided in this  Section 3.04 is subject to
Sections 12.03 and 12.04.

      (e) The Company  hereby  initially  appoints  the Trustee to act as paying
agent for the Debt Securities (the "Paying Agent").

      Section 3.05 Certificate to Trustee.

      The  Company  will  deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Debt Securities are outstanding hereunder, a
Certificate  stating  that in the course of the  performance  by the  signers of
their duties as officers of the Company they would  normally  have  knowledge of
any default by the Company in the  performance  of any  covenants of the Company
contained herein, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

      Section 3.06 Additional Amounts.

      If and for so long as the Trust is the holder of all Debt  Securities  and
is subject to or  otherwise  required to pay (or is  required  to withhold  from
distributions  to holders of Trust  Securities) any additional  taxes (including
withholding  taxes),  duties,  assessments  or other  governmental  charges as a
result  of a Tax  Event,  the  Company  will pay such  additional  amounts  (the
"Additional  Amounts") on the Debt  Securities or the Trust  Securities,  as the
case may be, as shall be required so that the net amounts  received and retained
by the holders of Debt Securities or Trust Securities, as the case may be, after
payment of all taxes (including withholding taxes), duties, assessments or other
governmental  charges, will be equal to the amounts that such holders would have
received and retained had no such taxes (including  withholding taxes),  duties,
assessments or other governmental charges been imposed.

      Whenever in this Indenture or the Debt Securities  there is a reference in
any context to the payment of  principal  of or premium,  if any, or interest on
the Debt Securities, such mention shall be deemed to include mention of payments
of the  Additional  Amounts  provided for in this Section to the extent that, in
such  context,  Additional  Amounts  are,  were or would be  payable  in respect
thereof  pursuant to the  provisions of this Section and express  mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding  Additional  Amounts in those provisions  hereof where
such  express  mention is not made,  provided,  however,  that,  notwithstanding
anything to the contrary  contained in this Indenture or any Debt Security,  the
deferral of the  payment of  interest  during an  Extension  Period  pursuant to
Section 2.11 shall not defer the payment of any  Additional  Amounts that may be
due and payable.

      Section 3.07 Compliance with Consolidation Provisions.

      The Company will not, while any of the Debt Securities remain outstanding,
consolidate  with,  or merge into,  any other Person,  or merge into itself,  or
sell,  convey,  transfer or otherwise dispose of all or substantially all of its
property or capital stock to any other Person  unless the  provisions of Article
XI hereof are complied with.


                                       21
<PAGE>


      Section 3.08 Limitation on Dividends.

      If (i) there shall have  occurred and be  continuing  an Event of Default,
(ii)  the  Company  shall be in  default  with  respect  to its  payment  of any
obligations  under the Capital  Securities  Guarantee or (iii) the Company shall
have given  notice of its  election  to defer  payments  of interest on the Debt
Securities by extending the interest  payment period as provided herein and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Company may not (A) declare or pay any  dividends  or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company's capital stock, (B) make any payment of principal of or premium, if
any, or interest on or repay,  repurchase  or redeem any debt  securities of the
Company that rank pari passu in all  respects  with or junior in interest to the
Debt Securities or (C) make any payment under any guarantees of the Company that
rank  pari  passu in all  respects  with or junior in  interest  to the  Capital
Securities   Guarantee  (other  than  (a)  repurchases,   redemptions  or  other
acquisitions  of shares of capital stock of the Company (I) 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,  (II)
in connection with a dividend reinvestment or stockholder stock purchase plan or
(III) in  connection  with the  issuance  of capital  stock of the  Company  (or
securities   convertible   into  or  exercisable  for  such  capital  stock)  as
consideration in an acquisition transaction entered into prior to the occurrence
of (i),  (ii) or (iii) above,  (b) as a result of any exchange or  conversion of
any class or series of the  Company's  capital  stock (or any capital stock of a
subsidiary  of the  Company)  for any class or series of the  Company's  capital
stock or of any class or series of the Company's  indebtedness  for any class or
series of the Company's capital stock, (c) the purchase of fractional  interests
in shares of the Company's  capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  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).

      Section 3.09 Covenants as to the Trust.

      For so long as such Trust Securities remain outstanding, the Company shall
maintain 100% ownership of the Common Securities;  provided,  however,  that any
permitted  successor  of the  Company  under this  Indenture  may succeed to the
Company's  ownership of such Common  Securities.  The  Company,  as owner of the
Common Securities,  shall use commercially reasonable efforts to cause the Trust
(a) to remain a statutory  trust,  except in connection  with a distribution  of
Debt Securities to the holders of Trust  Securities in liquidation of the Trust,
the  redemption  of all of the Trust  Securities or mergers,  consolidations  or
amalgamations,  each as permitted by the Declaration,  (b) to otherwise continue
to be  classified  as a grantor  trust for  United  States  federal  income  tax
purposes  and (c) to cause  each  holder of Trust  Securities  to be  treated as
owning an undivided beneficial interest in the Debt Securities.


                                       22
<PAGE>


                                   ARTICLE IV

                                      LISTS

      Section 4.01 Securityholders' Lists.

      The  Company  covenants  and  agrees  that it will  furnish or cause to be
furnished to the Trustee:

      (a) on each regular  record date for an Interest  Payment Date, a list, in
such form as the Trustee may reasonably  require,  of the names and addresses of
the Securityholders of the Debt Securities as of such record date; and

      (b) at such other times as the  Trustee may request in writing,  within 30
days after the  receipt by the  Company of any such  request,  a list of similar
form and  content as of a date not more than 15 days prior to the time such list
is  furnished;  except that no such lists need be  furnished  under this Section
4.01 so long as the Trustee is in possession  thereof by reason of its acting as
Debt Security registrar.

      Section 4.02 Preservation and Disclosure of Lists.

      (a) The  Trustee  shall  preserve,  in as current a form as is  reasonably
practicable,  all  information  as to the names and  addresses of the holders of
Debt  Securities  (1)  contained  in the most  recent  list  furnished  to it as
provided  in  Section  4.01  or (2)  received  by it in  the  capacity  of  Debt
Securities registrar (if so acting) hereunder.  The Trustee may destroy any list
furnished  to it as  provided  in  Section  4.01 upon  receipt  of a new list so
furnished.

      (b) In case three or more holders of Debt Securities (hereinafter referred
to as  "applicants")  apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at  least  six  months  preceding  the  date of such  application,  and  such
application  states that the applicants desire to communicate with other holders
of Debt  Securities  with respect to their rights under this  Indenture or under
such Debt  Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit,  then the Trustee shall
within  five  Business  Days  after  the  receipt  of such  application,  at its
election, either:

            (i) afford such applicants  access to the  information  preserved at
      the time by the Trustee in  accordance  with the  provisions of subsection
      (a) of this Section 4.02, or

            (ii) inform such applicants as to the approximate  number of holders
      of Debt  Securities  whose names and addresses  appear in the  information
      preserved at the time by the Trustee in accordance  with the provisions of
      subsection  (a) of this Section 4.02,  and as to the  approximate  cost of
      mailing to such  Securityholders the form of proxy or other communication,
      if any, specified in such application.


                                       23
<PAGE>


      If the Trustee  shall elect not to afford such  applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  Securityholder of Debt Securities whose name and address appear in
the  information  preserved  at the time by the Trustee in  accordance  with the
provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or
other   communication  which  is  specified  in  such  request  with  reasonable
promptness  after a tender to the  Trustee of the  material  to be mailed and of
payment,  or provision for the payment,  of the reasonable  expenses of mailing,
unless  within  five days  after such  tender,  the  Trustee  shall mail to such
applicants and file with the Securities and Exchange Commission, if permitted or
required by applicable law, together with a copy of the material to be mailed, a
written  statement  to the effect  that,  in the  opinion of the  Trustee,  such
mailing  would be  contrary  to the best  interests  of the  holders of all Debt
Securities, as the case may be, or would be in violation of applicable law. Such
written  statement shall specify the basis of such opinion.  If said Commission,
as permitted or required by applicable law, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such  objections  or if,  after the entry of an order
sustaining one or more of such  objections,  said Commission  shall find,  after
notice and  opportunity  for hearing,  that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders  with reasonable  promptness after the
entry of such order and the renewal of such tender;  otherwise the Trustee shall
be  relieved  of any  obligation  or duty to such  applicants  respecting  their
application.

      (c) Each and every holder of Debt Securities, by receiving and holding the
same,  agrees with the Company and the  Trustee  that none of the  Company,  the
Trustee  or any  Paying  Agent  shall  be  held  accountable  by  reason  of the
disclosure of any such  information as to the names and addresses of the holders
of Debt  Securities in accordance  with the provisions of subsection (b) of this
Section 4.02,  regardless of the source from which such information was derived,
and that the  Trustee  shall not be held  accountable  by reason of mailing  any
material pursuant to a request made under said subsection (b).

      Section 4.03 Financial and Other Information.

      (a) The Company  shall deliver to each  Securityholder  (1) each Report on
Form 10-K and Form 10-Q  prepared by the  Company and filed with the  Securities
and Exchange  Commission in accordance with the Exchange Act within 7 days after
the filing thereof,  (2) if the Company 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 30 days after the end of the fiscal year
of the  Company,  Form  1099  or such  other  annual  U.S.  federal  income  tax
information  statement  required by the Code  containing such  information  with
regard to the Debt Securities held by such holder as is required by the Code and
the income tax regulations of the U.S. Treasury thereunder.

      (b) If and so  long  as the  Holder  of  the  Debt  Securities  is  ALESCO
Preferred  Funding II, Ltd. or a trustee thereof,  the Company will cause copies
of its 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.


                                       24
<PAGE>


                                   ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

      Section 5.01 Events of Default.

      The  following  events  shall be "Events of Default"  with respect to Debt
Securities:

      (a) the  Company  defaults in the  payment of any  interest  upon any Debt
Security when it becomes due and payable,  and continuance of such default for a
period of 30 days;  for the  avoidance  of doubt,  an  extension of any interest
payment period by the Company in accordance  with Section 2.11 of this Indenture
shall not constitute a default under this clause 5.01(a); or

      (b)  the  Company  defaults  in the  payment  of all  or any  part  of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall  become  due  and  payable,  whether  at  maturity,  upon  redemption,  by
acceleration  of  maturity  pursuant  to  Section  5.01  of  this  Indenture  or
otherwise; or

      (c) the Company  defaults in the performance  of, or breaches,  any of its
covenants or agreements in Sections 3.06,  3.07,  3.08 or 3.09 of this Indenture
(other than a covenant  or  agreement  a default in whose  performance  or whose
breach is elsewhere in this Section specifically dealt with), and continuance of
such  default or breach for a period of 90 days after there has been  given,  by
registered  or certified  mail,  to the Company by the Trustee or to the Company
and the  Trustee  by the  holders  of not less than 25% in  aggregate  principal
amount of the  outstanding  Debt  Securities,  a written notice  specifying such
default or breach and  requiring  it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

      (d) a court having  jurisdiction  in the premises  shall enter a decree or
order for  relief in respect of the  Company  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 other  similar  official of the Company or for any  substantial
part of its property, or orders the winding-up or liquidation of its affairs and
such  decree,  appointment  or order shall  remain  unstayed and in effect for a
period of 90 consecutive days; or

      (e) the  Company  shall  commence a  voluntary  case under any  applicable
bankruptcy,  insolvency or other  similar law now or hereafter in effect,  shall
consent  to the entry of an order for  relief in an  involuntary  case under any
such law,  or shall  consent to the  appointment  of or taking  possession  by a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  or  other
similar official of the Company or of any substantial  part of its property,  or
shall make any general  assignment  for the benefit of creditors,  or shall fail
generally to pay its debts as they become due; or

      (f)  the  Trust  shall  have  voluntarily  or  involuntarily   liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with (1) the  distribution  of the Debt Securities to holders of the
Trust  Securities  in  liquidation  of their  interests  in the  Trust,  (2) the
redemption  of  all  of  the  outstanding   Trust  Securities  or  (3)  mergers,
consolidations or amalgamations, each as permitted by the Declaration.


                                       25
<PAGE>


      If an Event of Default  specified  under  clause  (a),  (b) or (c) of this
Section 5.01 occurs and is continuing with respect to the Debt Securities, then,
in each and every such case,  either the Trustee or the holders of not less than
25% in  aggregate  principal  amount  of the Debt  Securities  then  outstanding
hereunder,  by notice in writing to the Company  (and to the Trustee if given by
Securityholders),  may declare the entire  principal of the Debt  Securities and
any  premium and  interest  accrued,  but unpaid,  thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.  If an Event of Default  specified  under clause (d), (e) or (f) of
this  Section  5.01  occurs,  then,  in each and every  such  case,  the  entire
principal  amount of the Debt  Securities and any premium and interest  accrued,
but unpaid,  thereon shall ipso facto become immediately due and payable without
further action.

      The foregoing  provisions,  however, are subject to the condition that if,
at any time after the principal of the Debt Securities  shall have become due by
acceleration,  and before any  judgment  or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum  sufficient to pay all matured
installments  of interest upon all the Debt  Securities  and all payments on the
Debt Securities which shall have become due otherwise than by acceleration (with
interest upon all such payments and Deferred  Interest,  to the extent permitted
by law) and such amount as shall be sufficient to cover reasonable  compensation
to the Trustee and each predecessor Trustee, their respective agents,  attorneys
and counsel,  and all other amounts due to the Trustee pursuant to Section 6.06,
if any,  and (ii) all Events of Default  under  this  Indenture,  other than the
non-payment  of the  payments  in respect of Debt  Securities  which  shall have
become due by acceleration,  shall have been cured, waived or otherwise remedied
as provided herein, then, in each and every such case, the holders of a majority
in  aggregate  principal  amount of the Debt  Securities  then  outstanding,  by
written  notice to the Company and to the  Trustee,  may waive all  defaults and
rescind and annul such acceleration and its consequences,  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent  default
or shall impair any right consequent  thereon;  provided,  however,  that if the
Debt Securities are held by the Trust or a trustee of the Trust,  such waiver or
rescission and annulment  shall not be effective until the holders of a majority
in aggregate  liquidation  amount of the outstanding  Capital  Securities of the
Trust shall have consented to such waiver or rescission and annulment.

      In case the Trustee  shall have  proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such  rescission  or  annulment  or for any other  reason or shall  have been
determined  adversely to the  Trustee,  then and in every such case the Company,
the  Trustee  and  the  holders  of  the  Debt  Securities   shall  be  restored
respectively to their several  positions and rights  hereunder,  and all rights,
remedies  and powers of the  Company,  the  Trustee  and the holders of the Debt
Securities shall continue as though no such proceeding had been taken.

      Section 5.02 Payment of Debt Securities on Default; Suit Therefor.

      The  Company  covenants  that upon the  occurrence  of an Event of Default
pursuant to clause (a) or (b) of Section  5.01 and upon  demand of the  Trustee,
the Company will pay to the Trustee,  for the benefit of the holders of the Debt
Securities,  the whole amount that then shall have become due and payable on all
Debt  Securities,  including  Deferred  Interest accrued on the Debt Securities;
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of collection, including a reasonable compensation to the
Trustee,  its agents,  attorneys  and counsel,  and any other amounts due to the
Trustee under Section 6.06. In case the Company shall fail forthwith to pay such
amounts  upon such  demand,  the  Trustee,  in its own name and as trustee of an
express  trust,  shall be entitled and  empowered  to  institute  any actions or
proceedings  at law or in  equity  for  the  collection  of the  sums so due and
unpaid,  and may  prosecute  any such action or  proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debt  Securities and collect in the manner provided by
law out of the  property  of the  Company  or any  other  obligor  on such  Debt
Securities wherever situated the moneys adjudged or decreed to be payable.


                                       26
<PAGE>


      In case there shall be pending  proceedings  for the bankruptcy or for the
reorganization  of the Company or any other obligor on the Debt Securities under
Bankruptcy  Law, or in case a receiver or trustee shall have been  appointed for
the property of the Company or such other  obligor,  or in the case of any other
similar judicial  proceedings  relative to the Company or other obligor upon the
Debt  Securities,  or to the  creditors or property of the Company or such other
obligor,  the  Trustee,  irrespective  of  whether  the  principal  of the  Debt
Securities shall then be due and payable as therein expressed or by acceleration
or otherwise and  irrespective of whether the Trustee shall have made any demand
pursuant  to the  provisions  of  this  Section  5.02,  shall  be  entitled  and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and interest  owing and unpaid
in respect of the Debt Securities and, in case of any judicial  proceedings,  to
file such proofs of claim and other  papers or  documents as may be necessary or
advisable  in order to have the claims of the Trustee  (including  any claim for
reasonable  compensation to the Trustee and each predecessor  Trustee, and their
respective  agents,  attorneys and counsel,  and for  reimbursement of all other
amounts  due to the  Trustee  under  Section  6.06)  and of the  Securityholders
allowed  in such  judicial  proceedings  relative  to the  Company  or any other
obligor on the Debt  Securities,  or to the creditors or property of the Company
or such other obligor,  unless prohibited by applicable law and regulations,  to
vote on  behalf of the  holders  of the Debt  Securities  in any  election  of a
trustee or a standby  trustee in  arrangement,  reorganization,  liquidation  or
other  bankruptcy  or  insolvency   proceedings  or  Person  performing  similar
functions in  comparable  proceedings,  and to collect and receive any moneys or
other property payable or deliverable on any such claims,  and to distribute the
same after the deduction of its charges and expenses; and any receiver, assignee
or trustee in bankruptcy or  reorganization  is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee  shall  consent  to  the  making  of  such  payments   directly  to  the
Securityholders,  to pay to the Trustee such amounts as shall be  sufficient  to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective  agents,  attorneys  and  counsel,  and all other  amounts due to the
Trustee under Section 6.06.

      Nothing  herein  contained  shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any  Securityholder  any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Debt  Securities or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.


                                       27
<PAGE>


      All rights of action and of  asserting  claims  under this  Indenture,  or
under any of the Debt  Securities,  may be enforced  by the Trustee  without the
possession of any of the Debt Securities, or the production thereof at any trial
or other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express  trust,
and any recovery of judgment shall be for the ratable  benefit of the holders of
the Debt Securities.

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

      Section 5.03 Application of Moneys Collected by Trustee.

      Any moneys  collected  by the  Trustee  shall be applied in the  following
order,  at the date or dates fixed by the Trustee for the  distribution  of such
moneys,  upon  presentation  of the several Debt  Securities in respect of which
moneys have been collected,  and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

      First:  To the payment of costs and expenses  incurred by, and  reasonable
fees of, the  Trustee,  its  agents,  attorneys  and  counsel,  and of all other
amounts due to the Trustee under Section 6.06;

      Second: To the payment of all Senior Indebtedness of the Company if and to
the extent required by Article XV;

      Third:  To the  payment  of the  amounts  then due and  unpaid  upon  Debt
Securities,  in  respect  of which or for the  benefit  of which  money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due upon such Debt Securities; and

      Fourth: The balance, if any, to the Company.

      Section 5.04 Proceedings by Securityholders.

      No holder of any Debt Security shall have any right to institute any suit,
action or proceeding  for any remedy  hereunder,  unless such holder  previously
shall  have given to the  Trustee  written  notice of an Event of  Default  with
respect to the Debt  Securities  and unless the  holders of not less than 25% in
aggregate  principal amount of the Debt Securities then  outstanding  shall have
given the Trustee a written request to institute such action, suit or proceeding
and shall have  offered  to the  Trustee  such  reasonable  indemnity  as it may
require against the costs,  expenses and liabilities to be incurred thereby, and
the Trustee for 60 days after its receipt of such  notice,  request and offer of
indemnity  shall have failed to institute any such action,  suit or  proceeding;
provided,  that no holder of Debt  Securities  shall have any right to prejudice
the rights of any other holder of Debt Securities, obtain priority or preference
over any other such holder or enforce any right under this  Indenture  except in
the manner herein provided and for the equal,  ratable and common benefit of all
holders of Debt Securities.


                                       28
<PAGE>


      Notwithstanding  any other provisions in this Indenture,  the right of any
holder of any Debt Security to receive  payment of the principal of and premium,
if any, and interest on such Debt  Security  when due, or to institute  suit for
the enforcement of any such payment,  shall not be impaired or affected  without
the consent of such holder. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

      Section 5.05 Proceedings by Trustee.

      In case of an Event of Default,  the Trustee may in its discretion proceed
to  protect  and  enforce  the  rights  vested in it by this  Indenture  by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by  proceeding  in  bankruptcy  or  otherwise,  whether for the  specific
enforcement  of any covenant or agreement  contained in this Indenture or in aid
of the exercise of any power granted in this Indenture,  or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

      Section 5.06 Remedies Cumulative and Continuing.

      Except as  otherwise  provided in Section  2.06,  all powers and  remedies
given by this Article V to the Trustee or to the  Securityholders  shall, to the
extent  permitted by law, be deemed  cumulative  and not  exclusive of any other
powers  and  remedies  available  to the  Trustee  or the  holders  of the  Debt
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established  with  respect  to the Debt  Securities,  and no delay or
omission  of the  Trustee  or of any  holder  of any of the Debt  Securities  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any such  right or power,  or shall be
construed to be a waiver of any such default or an  acquiescence  therein;  and,
subject to the provisions of Section 5.04,  every power and remedy given by this
Article V or by law to the Trustee or to the  Securityholders  may be  exercised
from time to time, and as often as shall be deemed expedient,  by the Trustee or
by the Securityholders.

      Section 5.07 Direction of  Proceedings  and Waiver of Defaults by Majority
of Securityholders.

      The  holders  of a  majority  in  aggregate  principal  amount of the Debt
Securities affected at the time outstanding and, if the Debt Securities are held
by the Trust or a trustee of the Trust,  the holders of a majority in  aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have
the right to direct the time,  method and place of conducting any proceeding for
any remedy available to the Trustee,  or exercising any trust or power conferred
on the Trustee with respect to such Debt Securities;  provided, however, that if
the Debt Securities are held by the Trust or a trustee of the Trust,  such time,
method and place or such  exercise,  as the case may be, may not be so  directed
until  the  holders  of a  majority  in  aggregate  liquidation  amount  of  the
outstanding  Capital  Securities  of the Trust  shall have  directed  such time,
method and place or such exercise,  as the case may be; provided,  further, that
(subject to the  provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such  direction if the Trustee  shall  determine  that the
action so directed would be unjustly  prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or  proceeding  so directed may not lawfully be taken or if a Responsible
Officer  of the  Trustee  shall  determine  that the  action or  proceedings  so
directed  would  involve  the  Trustee  in  personal  liability.  Prior  to  any
declaration of acceleration,  or ipso facto acceleration, of the maturity of the
Debt Securities,  the holders of a majority in aggregate principal amount of the
Debt  Securities at the time  outstanding may on behalf of the holders of all of
the Debt Securities waive (or modify any previously  granted waiver of) any past
Default or Event of Default  and its  consequences,  except a default (a) in the
payment of  principal  of or  premium,  if any,  or  interest on any of the Debt
Securities,  (b) in respect of  covenants or  provisions  hereof which cannot be
modified  or amended  without  the  consent of the holder of each Debt  Security
affected,  or (c) in  respect  of  the  covenants  contained  in  Section  3.09;
provided,  however,  that if the  Debt  Securities  are  held by the  Trust or a
trustee of the Trust,  such waiver or  modification  to such waiver shall not be
effective until the holders of a majority in aggregate liquidation amount of the
outstanding  Capital Securities of the Trust shall have consented to such waiver
or modification to such waiver;  provided,  further,  that if the consent of the
holder  of  each  outstanding   Debt  Security  is  required,   such  waiver  or
modification  to such  waiver  shall not be  effective  until each holder of the
outstanding  Capital Securities of the Trust shall have consented to such waiver
or  modification  to such waiver.  Upon any such waiver or  modification to such
waiver,  the Default or Event of Default  covered  thereby shall be deemed to be
cured for all purposes of this  Indenture  and the Company,  the Trustee and the
holders of the Debt Securities  shall be restored to their former  positions and
rights  hereunder,  respectively;  but no such  waiver or  modification  to such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right  consequent  thereon.  Whenever any Default or Event of Default
hereunder  shall have been waived as permitted by this Section,  said Default or
Event  of  Default  shall  for all  purposes  of the  Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.


                                       29
<PAGE>


      Section 5.08 Notice of Defaults.

      The  Trustee  shall,  within 90 days  after a  Responsible  Officer of the
Trustee shall have actual knowledge or received written notice of the occurrence
of a default with respect to the Debt Securities,  mail to all  Securityholders,
as the  names  and  addresses  of such  holders  appear  upon the Debt  Security
Register,  notice of all defaults with respect to the Debt  Securities  known to
the  Trustee,  unless such  defaults  shall have been cured before the giving of
such  notice  (the term  "default"  for the  purpose  of this  Section is hereby
defined to be any event  specified in Section  5.01,  not  including  periods of
grace,  if any,  provided for therein);  provided,  that,  except in the case of
default in the payment of the  principal  of or premium,  if any, or interest on
any of the Debt  Securities,  the Trustee shall be protected in withholding such
notice if and so long as a  Responsible  Officer  of the  Trustee  in good faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Securityholders.

      Section 5.09 Undertaking to Pay Costs.

      All parties to this Indenture  agree, and each holder of any Debt Security
by such holder's  acceptance  thereof  shall be deemed to have agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken or omitted by it as Trustee,  the filing by any party  litigant in
such suit of an  undertaking  to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs,  including reasonable  attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee,   to  any  suit   instituted  by  any   Securityholder,   or  group  of
Securityholders,  holding in the aggregate more than 10% in principal  amount of
the  outstanding  Debt  Securities  (or, if such Debt Securities are held by the
Trust or a trustee  of the  Trust,  more than 10% in  liquidation  amount of the
outstanding Capital Securities),to any suit instituted by any Securityholder for
the  enforcement  of the  payment of the  principal  of or  premium,  if any, or
interest  on any Debt  Security  against  the Company on or after the same shall
have become due and payable or to any suit instituted in accordance with Section
14.12.


                                       30
<PAGE>


                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

      Section 6.01 Duties and Responsibilities of Trustee.

      With  respect to the  holders of Debt  Securities  issued  hereunder,  the
Trustee, prior to the occurrence of an Event of Default with respect to the Debt
Securities  and after the curing or  waiving of all Events of Default  which may
have occurred,  with respect to the Debt Securities,  undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default with respect to the Debt Securities has occurred (which
has not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in  their  exercise,  as a  prudent  person  would  exercise  or use  under  the
circumstances in the conduct of such person's own affairs.

      No provision of this  Indenture  shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct or bad faith, except that:

      (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred:

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

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


                                       31
<PAGE>


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

      (c) the 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
Securityholders pursuant to Section 5.07, relating to the time, method and place
of  conducting  any  proceeding  for any remedy  available  to the  Trustee,  or
exercising any trust or power conferred upon the Trustee,  under this Indenture;
and

      (d) the  Trustee  shall not be charged  with  knowledge  of any Default or
Event of  Default  with  respect  to the Debt  Securities  unless  either  (1) a
Responsible  Officer  shall have actual  knowledge  of such  Default or Event of
Default or (2)  written  notice of such  Default or Event of Default  shall have
been  given to the  Trustee  by the  Company  or any other  obligor  on the Debt
Securities  or by any holder of the Debt  Securities,  except  that the  Trustee
shall be deemed to have  knowledge of any Event of Default  pursuant to Sections
5.01(a) or 5.01(b)  hereof  (other than an Event of Default  resulting  from the
default in the payment of Additional Amounts if the Trustee does not have actual
knowledge or written notice that such payment is due and payable) .

      None of the  provisions  contained  in this  Indenture  shall  require the
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers.

      Section 6.02 Reliance on Documents, Opinions, etc.

      Except as otherwise provided in Section 6.01:

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

      (b) any  request,  direction,  order or  demand of the  Company  mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein  specifically  prescribed);  and any Board
Resolution  may be evidenced  to the Trustee by a copy thereof  certified by the
Secretary or an Assistant Secretary of the Company;

      (c) the Trustee may consult with counsel of its  selection  and any advice
or Opinion of 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 accordance with such advice or Opinion of Counsel;

      (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this  Indenture at the request,  order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such  Securityholders  shall have offered to the Trustee reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby;


                                       32
<PAGE>


      (e) the Trustee  shall not be liable for any action taken or omitted by it
in good  faith and  reasonably  believed  by it to be  authorized  or within the
discretion  or rights or powers  conferred  upon it by this  Indenture;  nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to the Debt Securities (which has
not been cured or waived) to exercise with respect to the Debt  Securities  such
of the  rights and powers  vested in it by this  Indenture,  and to 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 such person's own affairs;

      (f) the  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,
coupon or other paper or document,  unless  requested in writing to do so by the
holders of a majority in  aggregate  principal  amount of the  outstanding  Debt
Securities  affected thereby;  provided,  however,  that if the payment within a
reasonable time to the Trustee of the costs,  expenses or liabilities  likely to
be incurred by it in the making of such  investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this  Indenture,  the  Trustee  may  require  reasonable  indemnity
against such expense or liability as a condition to so proceeding; and

      (g) the  Trustee  may  execute  any of the trusts or powers  hereunder  or
perform any duties hereunder either directly or by or through agents  (including
any Authenticating Agent) or attorneys, and the Trustee shall not be responsible
for any  misconduct  or  negligence  on the part of any such  agent or  attorney
appointed by it with due care.

      Section 6.03 No Responsibility for Recitals, etc.

      The recitals  contained  herein and in the Debt Securities  (except in the
certificate of authentication of the Trustee or the Authenticating  Agent) shall
be  taken  as  the   statements  of  the  Company,   and  the  Trustee  and  the
Authenticating  Agent assume no responsibility  for the correctness of the same.
The  Trustee  and the  Authenticating  Agent make no  representations  as to the
validity or sufficiency of this Indenture or of the Debt Securities. The Trustee
and the Authenticating Agent shall not be accountable for the use or application
by the Company of any Debt  Securities  or the  proceeds of any Debt  Securities
authenticated  and  delivered  by the  Trustee  or the  Authenticating  Agent in
conformity with the provisions of this Indenture.

      Section 6.04 Trustee, Authenticating Agent, Paying Agents, Transfer Agents
or Registrar May Own Debt Securities.

      The Trustee,  any  Authenticating  Agent,  any Paying Agent,  any transfer
agent or any Debt Security  registrar,  in its individual or any other capacity,
may become the owner or pledgee of Debt Securities with the same rights it would
have if it were not Trustee,  Authenticating Agent, Paying Agent, transfer agent
or Debt Security registrar.


                                       33
<PAGE>


      Section 6.05 Moneys to be Held in Trust.

      Subject to the  provisions of Section  12.04,  all moneys  received by the
Trustee or any Paying Agent shall, until used or applied as herein provided,  be
held in trust for the  purpose  for which  they were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
and any Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be  continuing,  all
interest allowed on any such moneys,  if any, shall be paid from time to time to
the Company upon the written order of the Company, signed by the Chairman of the
Board  of  Directors,  the  President,  the  Chief  Operating  Officer,  a  Vice
President, the Treasurer or an Assistant Treasurer of the Company.

      Section 6.06 Compensation and Expenses of Trustee.

      The Company  covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed to in
writing  between the Company and the Trustee  (which shall not be limited by any
provision  of law in  regard to the  compensation  of a  trustee  of an  express
trust),  and the Company  will pay or  reimburse  the  Trustee  upon its written
request for all  documented  reasonable  expenses,  disbursements  and  advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the reasonable expenses and
disbursements  of its counsel and of all  Persons not  regularly  in its employ)
except  any  such  expense,   disbursement  or  advance  that  arises  from  its
negligence,  willful  misconduct  or bad faith.  The Company  also  covenants to
indemnify  each of the Trustee  (including in its  individual  capacity) and any
predecessor Trustee (and its officers, agents, directors and employees) for, and
to hold it harmless  against,  any and all loss,  damage,  claim,  liability  or
expense  including  taxes (other than taxes based on the income of the Trustee),
except to the extent such loss, damage, claim, liability or expense results from
the negligence,  willful misconduct or bad faith of such indemnitee, arising out
of or in  connection  with  the  acceptance  or  administration  of this  trust,
including  the costs and  expenses  of  defending  itself  against  any claim or
liability in the premises.  The obligations of the Company under this Section to
compensate  and  indemnify  the Trustee and to pay or reimburse  the Trustee for
documented  expenses,  disbursements  and advances shall  constitute  additional
indebtedness hereunder.  Such additional indebtedness shall be secured by a lien
prior to that of the  Debt  Securities  upon  all  property  and  funds  held or
collected by the Trustee as such,  except funds held in trust for the benefit of
the holders of particular Debt Securities.

      Without  prejudice  to any other  rights  available  to the Trustee  under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in clause  (d),  (e) or (f) of
Section 5.01, the expenses (including the reasonable charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  federal or state  bankruptcy,
insolvency or other similar law.

      The provisions of this Section shall survive the resignation or removal of
the Trustee and the defeasance or other termination of this Indenture.

      Notwithstanding  anything in this  Indenture  or any Debt  Security to the
contrary,  the Trustee shall have no  obligation  whatsoever to advance funds to
pay any  principal  of or interest on or other  amounts with respect to the Debt
Securities or otherwise advance funds to or on behalf of the Company.


                                       34
<PAGE>


      Section 6.07 Officers' Certificate as Evidence.

      Except as otherwise  provided in Sections  6.01 and 6.02,  whenever in the
administration  of the  provisions  of this  Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action  hereunder,  such matter  (unless other  evidence in respect
thereof be herein  specifically  prescribed)  may, in the absence of negligence,
willful  misconduct  or bad  faith on the part of the  Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence,  willful misconduct
or bad faith on the part of the  Trustee,  shall be full  warrant to the Trustee
for any action  taken or omitted by it under the  provisions  of this  Indenture
upon the faith thereof.

      Section 6.08 Eligibility of Trustee.

      The  Trustee  hereunder  shall  at all  times be a U.S.  Person  that is 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 aforesaid  supervising or examining authority,  then for the
purposes of this Section 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 records of condition so published.

      The  Company  may  not,  nor  may  any  Person   directly  or   indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee,  notwithstanding that such corporation or national association shall be
otherwise eligible and qualified under this Article.

      In case at any time the Trustee  shall cease to be eligible in  accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.09.

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

      Section 6.09 Resignation or Removal of Trustee.

      (a) The Trustee,  or any trustee or trustees hereafter  appointed,  may at
any time resign by giving written notice of such  resignation to the Company and
by mailing notice thereof,  at the Company's expense, to the holders of the Debt
Securities  at  their  addresses  as they  shall  appear  on the  Debt  Security
Register. Upon receiving such notice of resignation,  the Company shall promptly
appoint a successor  trustee or trustees by written  instrument,  in  duplicate,
executed by order of its Board of Directors,  one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee.  If
no successor Trustee shall have been so appointed and have accepted  appointment
within 30 days after the mailing of such notice of  resignation  to the affected
Securityholders,  the  resigning  Trustee may  petition  any court of  competent
jurisdiction for the appointment of a successor  Trustee,  or any Securityholder
who has been a bona fide  holder of a Debt  Security or Debt  Securities  for at
least six months may,  subject to the  provisions  of Section 5.09, on behalf of
himself or herself and all others  similarly  situated,  petition any such court
for the appointment of a successor Trustee. Such court may thereupon, after such
notice,  if any,  as it may deem  proper  and  prescribe,  appoint  a  successor
Trustee.


                                       35
<PAGE>


      (b) In case at any time any of the following shall occur:

            (i) the Trustee shall fail to comply with the provisions of the last
      paragraph of Section 6.08 after written request therefor by the Company or
      by any  Securityholder  who has been a bona fide holder of a Debt Security
      or Debt Securities for at least six months;

            (ii) the Trustee shall cease to be eligible in  accordance  with the
      provisions of Section 6.08 and shall fail to resign after written  request
      therefor by the Company or by any such Securityholder; or

            (iii) the Trustee  shall  become  incapable  of acting,  or shall be
      adjudged  bankrupt  or  insolvent,  or a receiver of the Trustee or of its
      property  shall be appointed,  or any public  officer shall take charge or
      control of the  Trustee or of its  property  or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then,  in any such  case,  the  Company  may remove the  Trustee  and  appoint a
successor Trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
Trustee so removed and one copy to the  successor  Trustee,  or,  subject to the
provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted  appointment  within 30 days of the  occurrence of any of (i),
(ii) or (iii)  above,  any  Securityholder  who has been a bona fide holder of a
Debt  Security  or Debt  Securities  for at least six months  may,  on behalf of
himself or herself  and all others  similarly  situated,  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor  Trustee.  Such court may thereupon,  after such notice, if any, as it
may deem  proper and  prescribe,  remove the  Trustee  and  appoint a  successor
Trustee.

      (c) Upon prior written notice to the Company and the Trustee,  the holders
of a majority in aggregate  principal  amount of the Debt Securities at the time
outstanding may at any time remove the Trustee and nominate a successor Trustee,
which shall be deemed appointed as successor  Trustee unless within ten Business
Days after such nomination the Company objects thereto,  in which case or in the
case of a failure by such holders to nominate a successor  Trustee,  the Trustee
so removed or any Securityholder, upon the terms and conditions and otherwise as
in  subsection  (a) of  this  Section,  may  petition  any  court  of  competent
jurisdiction for an appointment of a successor.

      (d) Any  resignation  or  removal  of the  Trustee  and  appointment  of a
successor Trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 6.10.


                                       36
<PAGE>


      Section 6.10 Acceptance by Successor Trustee.

      Any successor Trustee appointed as provided in Section 6.09 shall execute,
acknowledge  and  deliver  to the  Company  and to its  predecessor  Trustee  an
indenture  supplemental  hereto which shall contain such  provisions as shall be
deemed necessary or desirable to confirm that all of the rights,  powers, trusts
and duties of the retiring Trustee shall be vested in the successor Trustee, and
thereupon  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  and  such  successor  Trustee,  without  any  further  act,  deed  or
conveyance,  shall  become  vested  with  all the  rights,  powers,  duties  and
obligations  with respect to the Debt Securities of its  predecessor  hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless, on
the written  request of the  Company or of the  successor  Trustee,  the Trustee
ceasing to act shall,  upon  payment of the amounts  then due it pursuant to the
provisions of Section 6.06,  execute and deliver an instrument  transferring  to
such  successor  Trustee  all the rights and powers of the Trustee so ceasing to
act and shall duly assign,  transfer and deliver to such  successor  Trustee all
property and money held by such retiring Trustee hereunder.  Upon request of any
such  successor  Trustee,  the Company shall execute any and all  instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee  all  such  rights  and  powers.  Any  Trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the  provisions of Section
6.06.

      No successor Trustee shall accept  appointment as provided in this Section
unless at the time of such acceptance  such successor  Trustee shall be eligible
and qualified under the provisions of Section 6.08.

      In no event shall a retiring  Trustee be liable for the acts or  omissions
of any successor Trustee hereunder.

      Upon acceptance of appointment by a successor  Trustee as provided in this
Section,  the  Company  shall  mail  notice of the  succession  of such  Trustee
hereunder  to the holders of Debt  Securities  at their  addresses as they shall
appear on the Debt Security  Register.  If the Company fails to mail such notice
within ten Business Days after the  acceptance of  appointment  by the successor
Trustee,  the  successor  Trustee  shall  cause such  notice to be mailed at the
expense of the Company.

      Section 6.11 Succession by Merger, etc.

      Any corporation  into which the Trustee may be merged or converted or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the  execution  or filing of any paper or any  further act on the part of any of
the parties hereto,  provided, that such corporation shall be otherwise eligible
and qualified under this Article.


                                       37
<PAGE>


      In case at the time such  successor  to the Trustee  shall  succeed to the
trusts  created by this  Indenture  any of the Debt  Securities  shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor  Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Debt Securities  either in the name of any predecessor  hereunder or in the
name of the successor  Trustee;  and in all such cases such  certificates  shall
have the full  force  which it is  anywhere  in the Debt  Securities  or in this
Indenture  provided that the  certificate  of the Trustee shall have;  provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor  Trustee  or  authenticate  Debt  Securities  in  the  name  of  any
predecessor  Trustee  shall apply only to its successor or successors by merger,
conversion or consolidation.

      Section 6.12 Authenticating Agents.

      There may be one or more  Authenticating  Agents  appointed by the Trustee
upon the request of the  Company  with power to act on its behalf and subject to
its direction in the  authentication and delivery of Debt Securities issued upon
exchange  or  registration  of  transfer  thereof  as fully to all  intents  and
purposes as though any such Authenticating  Agent had been expressly  authorized
to authenticate and deliver Debt Securities; provided, however, that the Trustee
shall  have no  liability  to the  Company  for any  acts  or  omissions  of the
Authenticating  Agent with  respect to the  authentication  and delivery of Debt
Securities.  Any such  Authenticating  Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any state
thereof or of the  District  of  Columbia  authorized  under such laws to act as
Authenticating  Agent,  having  a  combined  capital  and  surplus  of at  least
$50,000,000 and being subject to supervision or examination by federal, state or
District  of  Columbia  authority.  If such  corporation  publishes  reports  of
condition  at  least  annually  pursuant  to  law or the  requirements  of  such
authority,  then for the  purposes  of this  Section  the  combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section,  it shall resign  immediately in the manner and
with the effect herein specified in this Section.

      Any  corporation  into  which  any  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  consolidation or conversion to which any Authenticating  Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such  Authenticating  Agent  hereunder,  if  such  successor  corporation  is
otherwise  eligible  under this Section  without the  execution or filing of any
paper  or  any  further  act  on  the  part  of  the  parties   hereto  or  such
Authenticating Agent.

      Any  Authenticating  Agent may at any time resign by giving written notice
of  resignation  to the Trustee and to the Company.  The Trustee may at any time
terminate  the  agency of any  Authenticating  Agent  with  respect  to the Debt
Securities by giving written notice of termination to such Authenticating  Agent
and to the Company.  Upon  receiving such a notice of resignation or upon such a
termination,  or in case at any time any Authenticating  Agent shall cease to be
eligible  under this  Section,  the  Trustee  may,  and upon the  request of the
Company shall, promptly appoint a successor  Authenticating Agent eligible under
this Section,  shall give written notice of such  appointment to the Company and
shall mail notice of such  appointment to all holders of Debt  Securities as the
names and addresses of such holders  appear on the Debt Security  Register.  Any
successor  Authenticating  Agent, upon acceptance of its appointment  hereunder,
shall become vested with all rights,  powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein.


                                       38
<PAGE>


      The Company  agrees to pay to any  Authenticating  Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility  or liability  for any action  taken by it as such in  accordance
with the directions of the Trustee.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

      Section 7.01 Action by Securityholders.

      Whenever in this  Indenture it is provided that the holders of a specified
percentage  in aggregate  principal  amount of the Debt  Securities or aggregate
liquidation  amount of the Capital Securities may take any action (including the
making of any demand or request, the giving of any notice,  consent or waiver or
the  taking of any other  action),  the fact that at the time of taking any such
action the  holders of such  specified  percentage  have  joined  therein may be
evidenced (a) by any  instrument or any number of  instruments  of similar tenor
executed by such  Securityholders or holders of Capital Securities,  as the case
may be, in  person  or by agent or proxy  appointed  in  writing,  or (b) by the
record of such holders of Debt Securities voting in favor thereof at any meeting
of such  Securityholders  duly called and held in accordance with the provisions
of Article VIII or of such holders of Capital Securities duly called and held in
accordance  with the provisions of the  Declaration,  or (c) by a combination of
such  instrument  or  instruments  and any such record of such a meeting of such
Securityholders or holders of Capital Securities,  as the case may be, or (d) by
any other method the Trustee deems satisfactory.

      If the Company shall solicit from the Securityholders any request, demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same,  the Company  may,  at its option,  as  evidenced  by an  Officers'
Certificate,  fix in  advance  a record  date for such Debt  Securities  for the
determination  of  Securityholders   entitled  to  give  such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization,  direction, notice, consent,
waiver or other  action or  revocation  of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record  date shall be deemed to be  Securityholders  for the  purposes of
determining whether  Securityholders of the requisite  proportion of outstanding
Debt Securities have authorized or agreed or consented to such request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same,  and for that  purpose the  outstanding  Debt  Securities  shall be
computed as of the record date; provided,  however,  that no such authorization,
agreement or consent by such  Securityholders on the record date shall be deemed
effective  unless it shall become  effective  pursuant to the provisions of this
Indenture not later than six months after the record date.


                                       39
<PAGE>


      Section 7.02 Proof of Execution by Securityholders.

      Subject to the  provisions of Sections 6.01,  6.02 and 8.05,  proof of the
execution of any instrument by a Securityholder or such  Securityholder's  agent
or proxy shall be sufficient if made in accordance  with such  reasonable  rules
and  regulations  as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Debt Securities shall be proved
by  the  Debt  Security  Register  or by a  certificate  of  the  Debt  Security
registrar.  The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.

      The record of any  Securityholders'  meeting shall be proved in the manner
provided in Section 8.06.

      Section 7.03 Who Are Deemed Absolute Owners.

      Prior  to due  presentment  for  registration  of  transfer  of  any  Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and any Debt Security  registrar may deem the Person in whose
name such Debt Security shall be registered  upon the Debt Security  Register to
be, and may treat  such  Person as,  the  absolute  owner of such Debt  Security
(whether  or not  such  Debt  Security  shall be  overdue)  for the  purpose  of
receiving payment of or on account of the principal of and premium,  if any, and
interest  on such  Debt  Security  and for all other  purposes;  and none of the
Company, the Trustee,  any Authenticating  Agent, any Paying Agent, any transfer
agent or any Debt  Security  registrar  shall be  affected  by any notice to the
contrary.  All such  payments  so made to any  holder for the time being or upon
such  holder's  order  shall be valid,  and, to the extent of the sum or sums so
paid,  effectual to satisfy and discharge the liability for moneys  payable upon
any such Debt Security.

      Section 7.04 Debt Securities Owned by Company Deemed Not Outstanding.

      In determining  whether the holders of the requisite  aggregate  principal
amount of Debt  Securities  have concurred in any  direction,  consent or waiver
under this  Indenture,  Debt  Securities  which are owned by the  Company or any
other  obligor on the Debt  Securities  or by any Person  directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company (other than the Trust) or any other obligor on the Debt Securities shall
be  disregarded  and deemed not to be  outstanding  for the  purpose of any such
determination,  provided,  that for the  purposes  of  determining  whether  the
Trustee shall be protected in relying on any such direction,  consent or waiver,
only Debt Securities  which a Responsible  Officer of the Trustee actually knows
are so owned shall be so  disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as  outstanding  for the  purposes of this
Section if the pledgee shall  establish to the  satisfaction  of the Trustee the
pledgee's  right to vote such Debt  Securities  and that the  pledgee is not the
Company or any such other obligor or Person  directly or indirectly  controlling
or controlled by or under direct or indirect  common control with the Company or
any such other obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full  protection to the
Trustee.


                                       40
<PAGE>


      Section 7.05 Revocation of Consents; Future Holders Bound.

      At any time prior to (but not after) the  evidencing  to the  Trustee,  as
provided  in Section  7.01,  of the  taking of any action by the  holders of the
percentage in aggregate  principal  amount of the Debt  Securities  specified in
this  Indenture in  connection  with such action,  any holder (in cases where no
record  date has been set  pursuant  to  Section  7.01) or any  holder  as of an
applicable  record date (in cases  where a record date has been set  pursuant to
Section  7.01) of a Debt  Security (or any Debt  Security  issued in whole or in
part in exchange or  substitution  therefor) the serial number of which is shown
by the evidence to be included in the Debt  Securities the holders of which have
consented to such action may, by filing  written  notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section
7.02,  revoke such action so far as concerns  such Debt  Security  (or so far as
concerns the principal  amount  represented by any exchanged or substituted Debt
Security).  Except as aforesaid  any such action taken by the holder of any Debt
Security  shall be  conclusive  and binding upon such holder and upon all future
holders and owners of such Debt  Security,  and of any Debt  Security  issued in
exchange or  substitution  therefor  or on  registration  of  transfer  thereof,
irrespective  of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

      Section 8.01 Purposes of Meetings.

      A meeting  of  Securityholders  may be called at any time and from time to
time  pursuant to the  provisions  of this Article VIII for any of the following
purposes:

      (a) to give any notice to the  Company or to the  Trustee,  or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its  consequences,  or to take any other  action  authorized  to be taken by
Securityholders pursuant to any of the provisions of Article V;

      (b) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI;

      (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.02; or

      (d) to take any other action authorized to be taken by or on behalf of the
holders of any  specified  aggregate  principal  amount of such Debt  Securities
under any other provision of this Indenture or under applicable law.

      Section 8.02 Call of Meetings by Trustee.

      The Trustee may at any time call a meeting of  Securityholders to take any
action  specified in Section  8.01, to be held at such time and at such place in
The City of New York, the Borough of Manhattan, or Wilmington,  Delaware, as the
Trustee shall determine. Notice of every meeting of the Securityholders, setting
forth the time and the place of such  meeting  and in  general  terms the action
proposed  to be taken  at such  meeting,  shall be  mailed  to  holders  of Debt
Securities  affected  at  their  addresses  as they  shall  appear  on the  Debt
Securities Register.  Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.


                                       41
<PAGE>


      Section 8.03 Call of Meetings by Company or Securityholders.

      In case at any time the  Company  pursuant to a Board  Resolution,  or the
holders of at least 10% in aggregate principal amount of the Debt Securities, as
the case may be, then  outstanding,  shall have  requested the Trustee to call a
meeting of  Securityholders,  by written  request  setting  forth in  reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have  mailed the  notice of such  meeting  within 20 days after  receipt of such
request, then the Company or such Securityholders may determine the time and the
place in Trenton,  New Jersey for such meeting and may call such meeting to take
any action  authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

      Section 8.04 Qualifications for Voting.

      To be entitled to vote at any meeting of  Securityholders,  a Person shall
be (a) a holder of one or more Debt  Securities or (b) a Person  appointed by an
instrument in writing as proxy by a holder of one or more Debt  Securities.  The
only  Persons  who shall be entitled to be present or to speak at any meeting of
Securityholders  shall be the Persons entitled to vote at such meeting and their
counsel  and  any  representatives  of the  Trustee  and  its  counsel  and  any
representatives of the Company and its counsel.

      Section 8.05 Regulations.

      Notwithstanding  any other  provisions of this Indenture,  the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Securityholders, in regard to proof of the holding of Debt Securities and of the
appointment  of  proxies,  and  in  regard  to the  appointment  and  duties  of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of the right to vote,  and such other  matters  concerning  the
conduct of the meeting as it shall deem appropriate.

      The  Trustee  shall,  by an  instrument  in  writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by  Securityholders  as provided in Section  8.03,  in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote at the meeting.

      Subject to the  provisions  of Section 7.04, at any meeting each holder of
Debt  Securities  with  respect  to which  such  meeting  is being held or proxy
therefor shall be entitled to one vote for each $1,000  principal amount of Debt
Securities held or represented by such holder;  provided,  however, that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  Debt  Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Debt  Securities held by such chairman or instruments in writing as
aforesaid  duly  designating  such  chairman  as the Person to vote on behalf of
other  Securityholders.  Any meeting of Securityholders  duly called pursuant to
the  provisions of Section 8.02 or 8.03 may be adjourned  from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.


                                       42
<PAGE>


      Section 8.06 Voting.

      The vote upon any  resolution  submitted to any meeting of holders of Debt
Securities  with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed  the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two  inspectors  of votes who shall  count all votes cast at the  meeting for or
against any  resolution  and who shall make and file with the  secretary  of the
meeting their  verified  written  reports in triplicate of all votes cast at the
meeting.   A  record  in  duplicate  of  the  proceedings  of  each  meeting  of
Securityholders  shall be  prepared  by the  secretary  of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing  that said  notice was mailed as provided  in Section  8.02.  The record
shall  show the  serial  numbers  of the Debt  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee,  the latter to have attached thereto the ballots voted
at the meeting.

      Any record so signed and  verified  shall be  conclusive  evidence  of the
matters therein stated.

      Section 8.07 Quorum; Actions.

      The Persons  entitled to vote a majority in aggregate  principal amount of
the Debt Securities then outstanding  shall constitute a quorum for a meeting of
Securityholders;  provided,  however,  that if any action is to be taken at such
meeting  with  respect  to  a  consent,   waiver,   request,   demand,   notice,
authorization,  direction  or other  action which may be given by the holders of
not less than a specified  percentage in aggregate  principal amount of the Debt
Securities then outstanding,  the Persons holding or representing such specified
percentage in aggregate principal amount of the Debt Securities then outstanding
will  constitute a quorum.  In the absence of a quorum  within 30 minutes of the
time  appointed  for any such  meeting,  the meeting  shall,  if convened at the
request of Securityholders,  be dissolved. In any other case, the meeting may be
adjourned  for a period of not less than 10 days as  determined by the permanent
chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned  for a period of not less than 10 days as  determined by the permanent
chairman of the meeting  prior to the  adjournment  of such  adjourned  meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 8.02, except that such notice need be given only once not less than five
days  prior to the date on which the  meeting  is  scheduled  to be  reconvened.
Notice of the  reconvening  of an adjourned  meeting  shall state  expressly the
percentage,  as provided  above, of the aggregate  principal  amount of the Debt
Securities then outstanding which shall constitute a quorum.


                                       43
<PAGE>


      Except as limited by the proviso in the first  paragraph of Section  9.02,
any resolution  presented to a meeting or adjourned  meeting duly  reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the holders of a majority in aggregate  principal  amount of the Debt Securities
then outstanding;  provided,  however, that, except as limited by the proviso in
the first paragraph of Section 9.02, any resolution with respect to any consent,
waiver, request, demand, notice,  authorization,  direction or other action that
this Indenture expressly provides may be given by the holders of not less than a
specified percentage in outstanding  principal amount of the Debt Securities may
be adopted at a meeting or an adjourned  meeting duly  reconvened and at which a
quorum is present as aforesaid  only by the  affirmative  vote of the holders of
not less than such  specified  percentage in aggregate  principal  amount of the
Debt Securities then outstanding.

      Any resolution  passed or decision taken at any meeting of holders of Debt
Securities duly held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the meeting.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

      Section 9.01 Supplemental Indentures without Consent of Securityholders.

      The Company,  when authorized by a Board  Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental hereto, without the consent of the Securityholders, for one or more
of the following purposes:

      (a) to evidence the succession of another  corporation to the Company,  or
successive  successions,  and the assumption by the successor corporation of the
covenants,  agreements and  obligations  of the Company,  pursuant to Article XI
hereof;

      (b) to add  to the  covenants  of  the  Company  such  further  covenants,
restrictions  or conditions for the protection of the holders of Debt Securities
as the Board of Directors shall consider to be for the protection of the holders
of such Debt  Securities,  and to make the  occurrence,  or the  occurrence  and
continuance,  of a Default in any of such additional covenants,  restrictions or
conditions a Default or an Event of Default permitting the enforcement of all or
any of the  several  remedies  provided in this  Indenture  as herein set forth;
provided, however, that in respect of any such additional covenant,  restriction
or condition such supplemental  indenture may provide for a particular period of
grace after Default  (which period may be shorter or longer than that allowed in
the case of other  Defaults)  or may provide for an immediate  enforcement  upon
such  Default  or may limit the  remedies  available  to the  Trustee  upon such
default;

      (c) to cure any  ambiguity  or to  correct  or  supplement  any  provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make such other  provisions  in regard to matters or questions
arising under this Indenture, provided, that any such action shall not adversely
affect the interests of the holders of the Debt Securities then outstanding;


                                       44
<PAGE>


      (d) to add to,  delete  from,  or  revise  the  terms of Debt  Securities,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration or transfer of Debt  Securities,  including to provide for transfer
procedures and  restrictions  substantially  similar to those  applicable to the
Capital  Securities,  as required by Section 2.05 (for purposes of assuring that
no  registration  of Debt  Securities  is required  under the  Securities  Act),
provided,  that any such action shall not adversely  affect the interests of the
holders  of the Debt  Securities  then  outstanding  (it being  understood,  for
purposes  of  this  proviso,  that  transfer  restrictions  on  Debt  Securities
substantially  similar to those  applicable to Capital  Securities  shall not be
deemed to adversely affect the holders of the Debt Securities);

      (e) to evidence and provide for the acceptance of appointment hereunder by
a successor  Trustee with respect to the Debt Securities and to add to or change
any of the  provisions of this Indenture as shall be necessary to provide for or
facilitate the  administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.10;

      (f) to make any change (other than as elsewhere  provided in this Section)
that does not adversely affect the rights of any  Securityholder in any material
respect; or

      (g) to provide for the  issuance of and  establish  the form and terms and
conditions of the Debt Securities,  to establish the form of any  certifications
required to be  furnished  pursuant to the terms of this  Indenture  or the Debt
Securities, or to add to the rights of the holders of Debt Securities.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental  indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated  to,  but may in its  discretion,  enter  into any  such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

      Any  supplemental  indenture  authorized by the provisions of this Section
may be  executed  by the  Company  and the  Trustee  without  the consent of the
holders of any of the Debt Securities at the time  outstanding,  notwithstanding
any of the provisions of Section 9.02.

      Section 9.02 Supplemental Indentures with Consent of Securityholders.

      With the consent (evidenced as provided in Section 7.01) of the holders of
a majority in  aggregate  principal  amount of the Debt  Securities  at the time
outstanding  affected  by  such  supplemental   indenture,   the  Company,  when
authorized by a Board  Resolution,  and the Trustee may from time to time and at
any time enter into an indenture or indentures  supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act, then in effect, applicable
to indentures qualified  thereunder) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Debt Securities;  provided,  however,  that no such  supplemental
indenture  shall,  without the consent of the holders of each Debt Security then
outstanding  and  affected  thereby,  (i) change the  Maturity  Date of any Debt
Security,  or reduce the principal  amount  thereof or any premium  thereon,  or
reduce  the rate (or  manner of  calculation  of the rate) or extend the time of
payment of interest  thereon,  or reduce (other than as a result of the maturity
or earlier  redemption of any such Debt Security in accordance with the terms of
this  Indenture  and such Debt  Security)  or increase the  aggregate  principal
amount of Debt  Securities  then  outstanding,  or change any of the  redemption
provisions,  or make the  principal  thereof or any interest or premium  thereon
payable in any coin or currency other than United States  Dollars,  or impair or
affect the right of any Securityholder to institute suit for payment thereof, or
(ii) reduce the aforesaid percentage of Debt Securities the holders of which are
required to consent to any such supplemental indenture;  and provided,  further,
that if the Debt  Securities  are held by the Trust or the trustee of the Trust,
such  supplemental  indenture  shall not be  effective  until the  holders  of a
majority in aggregate  liquidation amount of the outstanding  Capital Securities
shall have consented to such supplemental indenture;  provided, further, that if
the consent of the Securityholder of each outstanding Debt Security is required,
such  supplemental  indenture  shall not be  effective  until each holder of the
outstanding  Capital  Securities  shall  have  consented  to  such  supplemental
indenture.


                                       45
<PAGE>


      Upon  the  request  of  the  Company  accompanied  by a  Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing  with the Trustee of  evidence  of the  consent of  Securityholders  (and
holders of Capital Securities, if required) as aforesaid, the Trustee shall join
with the Company in the  execution of such  supplemental  indenture  unless such
supplemental  indenture  affects the Trustee's own rights,  duties or immunities
under  this  Indenture  or  otherwise,  in  which  case the  Trustee  may in its
discretion,  but  shall  not be  obligated  to,  enter  into  such  supplemental
indenture.

      Promptly  after  the  execution  by the  Company  and the  Trustee  of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid,  a notice,  prepared by the
Company,  setting  forth in general  terms the  substance  of such  supplemental
indenture,  to the  Securityholders as their names and addresses appear upon the
Debt Security  Register.  Any failure of the Trustee to mail such notice, or any
defect therein,  shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

      It shall not be  necessary  for the consent of the  Securityholders  under
this  Section  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

      Section 9.03 Effect of Supplemental Indentures.

      Upon  the  execution  of  any  supplemental   indenture  pursuant  to  the
provisions  of this  Article  IX,  this  Indenture  shall be and be deemed to be
modified  and  amended  in  accordance  therewith  and  the  respective  rights,
limitations of rights,  obligations,  duties and immunities under this Indenture
of the Trustee,  the Company and the holders of Debt Securities shall thereafter
be determined,  exercised and enforced hereunder subject in all respects to such
modifications  and  amendments  and all the  terms  and  conditions  of any such
supplemental  indenture  shall  be and be  deemed  to be part of the  terms  and
conditions of this Indenture for any and all purposes.


                                       46
<PAGE>


      Section 9.04 Notation on Debt Securities.

      Debt  Securities  authenticated  and delivered  after the execution of any
supplemental  indenture pursuant to the provisions of this Article IX may bear a
notation as to any matter provided for in such  supplemental  indenture.  If the
Company or the Trustee shall so determine, new Debt Securities so modified as to
conform,  in the  opinion  of the  Board of  Directors  of the  Company,  to any
modification of this Indenture contained in any such supplemental  indenture may
be prepared  and executed by the  Company,  authenticated  by the Trustee or the
Authenticating  Agent and  delivered  in exchange for the Debt  Securities  then
outstanding.

      Section  9.05  Evidence of  Compliance  of  Supplemental  Indenture  to be
Furnished to Trustee.

      The Trustee,  subject to the provisions of Sections 6.01 and 6.02,  shall,
in addition to the  documents  required by Section  14.06,  receive an Officers'
Certificate  as conclusive  evidence that any  supplemental  indenture  executed
pursuant hereto  complies with the  requirements of this Article IX. The Trustee
shall  also  receive an Opinion  of  Counsel  as  conclusive  evidence  that any
supplemental  indenture  executed  pursuant to this Article IX is  authorized or
permitted  by,  and  conforms  to,  the terms of this  Article IX and that it is
proper for the Trustee  under the  provisions  of this Article IX to join in the
execution thereof.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

      Section 10.01 Optional Redemption.

      The Company shall have the right, subject to the receipt by the Company of
the prior approval from the Federal  Reserve,  if then required under applicable
capital  guidelines  or  policies  of the  Federal  Reserve,  to redeem the Debt
Securities,  in whole or (provided that all accrued and unpaid interest has been
paid on all Debt Securities for all Interest Periods  terminating on or prior to
such date) from time to time in part,  on any Interest  Payment Date on or after
January  23,  2009  (each,  an  "Optional  Redemption  Date"),  at the  Optional
Redemption Price.

      Section 10.02 Special Event Redemption.

      If a Special Event shall occur and be  continuing,  the Company shall have
the right,  subject to the  receipt by the  Company of prior  approval  from the
Federal  Reserve,  if then  required  under  applicable  capital  guidelines  or
policies of the Federal Reserve, to redeem the Debt Securities, in whole but not
in part,  at any time within 90 days  following  the  occurrence of such Special
Event (the "Special  Redemption  Date"), at the Special Redemption Price. In the
event  that  the  Special  Redemption  Date  falls on a day  prior to the  LIBOR
Determination  Date for any Interest Period,  then the Company shall be required
to  pay  to   Securityholders,   on  the  Business  Day  following   such  LIBOR
Determination  Date,  any  additional  amount of  interest  that would have been
payable on the Special Redemption Date had the amount of interest  determined on
such  LIBOR  Determination  Date been  known on the  first day of such  Interest
Period.


                                       47
<PAGE>


      Section 10.03 Notice of Redemption; Selection of Debt Securities.

      In case the Company  shall desire to exercise the right to redeem all, or,
as the case may be,  any part of the Debt  Securities,  it shall  fix a date for
redemption  and shall mail,  or cause the Trustee to mail (at the expense of the
Company),  a notice  of such  redemption  at least 30 and not more  than 60 days
prior to the date fixed for  redemption to the holders of Debt  Securities so to
be redeemed as a whole or in part at their last  addresses as the same appear on
the Debt  Security  Register.  Such  mailing  shall be by first class mail.  The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given,  whether or not the holder  receives  such notice.  In any
case,  failure  to give such  notice by mail or any  defect in the notice to the
holder of any Debt  Security  designated  for  redemption  as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security.

      Each such notice of redemption shall specify the CUSIP number,  if any, of
the Debt Securities to be redeemed, the date fixed for redemption, the price (or
manner of calculation of the price) at which Debt Securities are to be redeemed,
the place or places of payment,  that payment will be made upon presentation and
surrender of such Debt  Securities,  that interest accrued to the date fixed for
redemption will be paid as specified in said notice,  and that on and after said
date  interest  thereon or on the portions  thereof to be redeemed will cease to
accrue.  If less than all the Debt Securities are to be redeemed,  the notice of
redemption  shall specify the numbers of the Debt Securities to be redeemed.  In
case  the Debt  Securities  are to be  redeemed  in part  only,  the  notice  of
redemption  shall  state the  portion  of the  principal  amount  thereof  to be
redeemed and shall state that on and after the date fixed for  redemption,  upon
surrender  of such Debt  Security,  a new Debt  Security or Debt  Securities  in
principal amount equal to the unredeemed portion thereof will be issued.

      Prior to 10:00 a.m., New York City time, on the Optional  Redemption  Date
or the Special  Redemption  Date specified in the notice of redemption  given as
provided in this Section,  the Company will deposit with the Trustee or with one
or more Paying  Agents an amount of money  sufficient to redeem on such date all
the Debt  Securities so called for redemption at the applicable  price therefor,
together with unpaid interest accrued to such date.

      The Company will give the Trustee notice not less than 45 nor more than 75
days  prior to the date fixed for  redemption  as to the price at which the Debt
Securities  are to be  redeemed  and  the  aggregate  principal  amount  of Debt
Securities to be redeemed and the Trustee shall select, in such manner as in its
sole  discretion  it shall deem  appropriate  and fair,  the Debt  Securities or
portions thereof (in integral multiples of $1,000) to be redeemed.

      Section 10.04 Payment of Debt Securities Called for Redemption.

      If notice of redemption has been given as provided in Section  10.03,  the
Debt Securities or portions of Debt Securities with respect to which such notice
has been given shall become due and payable on the related  Optional  Redemption
Date or Special  Redemption Date (as the case may be) and at the place or places
stated in such notice at the  applicable  price  therefor,  together with unpaid
interest  accrued  thereon  to said  Optional  Redemption  Date  or the  Special
Redemption Date (as the case may be), and on and after said Optional  Redemption
Date or the  Special  Redemption  Date (as the case may be)  (unless the Company
shall default in the payment of such Debt  Securities at the  redemption  price,
together with unpaid interest accrued thereon to said date) interest on the Debt
Securities or portions of Debt  Securities so called for redemption  shall cease
to accrue.  On presentation  and surrender of such Debt Securities at a place of
payment specified in said notice, such Debt Securities or the specified portions
thereof  shall be paid and  redeemed  by the  Company  at the  applicable  price
therefor,  together  with  unpaid  interest  accrued  thereon  to said  Optional
Redemption Date or the Special Redemption Date (as the case may be).


                                       48
<PAGE>


      Upon  presentation of any Debt Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder  thereof,  at the expense of the Company,  a new Debt  Security or
Debt  Securities of authorized  denominations  in principal  amount equal to the
unredeemed portion of the Debt Security so presented.

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

      Section 11.01 Company May Consolidate, etc., on Certain Terms.

      Nothing  contained  in this  Indenture  or in the  Debt  Securities  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
corporation  or  corporations  (whether or not  affiliated  with the Company) or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties,  or shall prevent any sale,  conveyance,
transfer or other  disposition  of all or  substantially  all of the property or
capital  stock of the  Company  or its  successor  or  successors  to any  other
corporation  (whether or not  affiliated  with the Company or its  successor  or
successors) authorized to acquire and operate the same; provided,  however, that
the Company  hereby  covenants and agrees that (i) upon any such  consolidation,
merger (where the Company is not the surviving  corporation),  sale, conveyance,
transfer or other  disposition,  the  successor  entity  shall be a  corporation
organized and existing  under the laws of the United States or any state thereof
or the District of Columbia  (unless such corporation has (1) agreed to make all
payments due in respect of the Debt  Securities  or, if  outstanding,  the Trust
Securities and the Capital Securities Guarantee without withholding or deduction
for,  or on account of, any taxes,  duties,  assessments  or other  governmental
charges under the laws or regulations of the  jurisdiction  of  organization  or
residence (for tax purposes) of such corporation or any political subdivision or
taxing authority  thereof or therein unless required by applicable law, in which
case such corporation shall have agreed to pay such additional  amounts as shall
be required so that the net amounts received and retained by the holders of such
Debt  Securities or Trust  Securities,  as the case may be, after payment of all
taxes (including withholding taxes),  duties,  assessments or other governmental
charges,  will be equal to the amounts that such holders would have received and
retained had no such taxes (including withholding taxes), duties, assessments or
other  governmental  charges been imposed,  (2) irrevocably and  unconditionally
consented and submitted to the  jurisdiction  of any United States federal court
or New York state court,  in each case located in the Borough of Manhattan,  The
City of New York,  in  respect  of any  action,  suit or  proceeding  against it
arising out of or in connection with this Indenture,  the Debt  Securities,  the
Capital   Securities   Guarantee  or  the   Declaration   and   irrevocably  and
unconditionally waived, to the fullest extent permitted by law, any objection to
the  laying  of  venue  in any such  court  or that  any  such  action,  suit or
proceeding  has  been  brought  in an  inconvenient  forum  and (3)  irrevocably
appointed an agent in The City of New York for service of process in any action,
suit or  proceeding  referred  to in  clause  (2)  above)  and such  corporation
expressly  assumes  all of  the  obligations  of  the  Company  under  the  Debt
Securities, this Indenture, the Capital Securities Guarantee and the Declaration
and  (ii)  after  giving  effect  to  any  such  consolidation,   merger,  sale,
conveyance,  transfer or other disposition, no Default or Event of Default shall
have occurred and be continuing.


                                       49
<PAGE>


      Section 11.02 Successor Entity to be Substituted.

      In case of any such consolidation,  merger, sale, conveyance,  transfer or
other  disposition  contemplated in Section 11.01 and upon the assumption by the
successor corporation, by supplemental indenture,  executed and delivered to the
Trustee  and  reasonably  satisfactory  in form to the  Trustee,  of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debt  Securities and the due and punctual  performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by
the Company,  such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the Company,
and thereupon the predecessor  entity shall be relieved of any further liability
or obligation hereunder or upon the Debt Securities.  Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company,  any or all of the Debt Securities issuable hereunder which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee  or the  Authenticating  Agent;  and,  upon the order of such  successor
corporation instead of the Company and subject to all the terms,  conditions and
limitations  in this  Indenture  prescribed,  the Trustee or the  Authenticating
Agent shall  authenticate and deliver any Debt Securities which previously shall
have been signed and  delivered by the officers of the Company to the Trustee or
the Authenticating Agent for authentication,  and any Debt Securities which such
successor  corporation  thereafter shall cause to be signed and delivered to the
Trustee or the Authenticating Agent for that purpose. All the Debt Securities so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Debt Securities  theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Debt  Securities had been
issued at the date of the execution hereof.

      Section 11.03 Opinion of Counsel to be Given to Trustee.

      The Trustee,  subject to the  provisions of Sections 6.01 and 6.02,  shall
receive,  in  addition to the Opinion of Counsel  required by Section  9.05,  an
Opinion of Counsel as conclusive evidence that any consolidation,  merger, sale,
conveyance,  transfer or other  disposition,  and any  assumption,  permitted or
required by the terms of this Article XI complies  with the  provisions  of this
Article XI.


                                       50
<PAGE>


                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE


      Section 12.01 Discharge of Indenture.

      When (a) the Company  shall  deliver to the Trustee for  cancellation  all
Debt Securities theretofore  authenticated (other than any Debt Securities which
shall have been destroyed,  lost or stolen and which shall have been replaced or
paid as provided in Section 2.06) and not theretofore  canceled,  or (b) all the
Debt  Securities  not  theretofore  canceled  or  delivered  to the  Trustee for
cancellation shall have become due and payable,  or are by their terms to become
due and payable  within one year or are to be called for  redemption  within one
year under arrangements  satisfactory to the Trustee for the giving of notice of
redemption,  and the Company  shall deposit with the Trustee,  in trust,  funds,
which shall be  immediately  due and payable,  sufficient  to pay at maturity or
upon redemption all of the Debt Securities (other than any Debt Securities which
shall have been destroyed,  lost or stolen and which shall have been replaced or
paid as provided in Section 2.06) not  theretofore  canceled or delivered to the
Trustee for cancellation,  including principal and premium, if any, and interest
due or to become due to the Maturity Date, any Optional  Redemption  Date or the
Special Redemption Date, as the case may be, but excluding,  however, the amount
of any moneys for the payment of principal  of and premium,  if any, or interest
on the Debt Securities (1) theretofore  repaid to the Company in accordance with
the provisions of Section 12.04,  or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed  property or similar laws, and if in the case
of either clause (a) or (b) above the Company shall also pay or cause to be paid
all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect except for the provisions of Sections 2.05,  2.06, 3.01,
3.02,  3.04,  6.06,  6.09 and 12.04 hereof,  which shall survive until such Debt
Securities  shall  mature or are  redeemed,  as the case may be, and are paid in
full. Thereafter,  Sections 6.06, 6.09 and 12.04 shall survive, and the Trustee,
on demand of the Company accompanied by an Officers'  Certificate and an Opinion
of Counsel,  each  stating that all  conditions  precedent  herein  provided for
relating to the  satisfaction and discharge of this Indenture have been complied
with,  and at  the  cost  and  expense  of the  Company,  shall  execute  proper
instruments  acknowledging  satisfaction of and discharging this Indenture,  the
Company,  however,  hereby  agreeing to  reimburse  the Trustee for any costs or
expenses  thereafter   reasonably  and  properly  incurred  by  the  Trustee  in
connection with this Indenture or the Debt Securities.

      Section 12.02 Deposited Moneys to be Held in Trust by Trustee.

      Subject to the provisions of Section 12.04,  all moneys deposited with the
Trustee  pursuant  to Section  12.01 shall be held in trust and applied by it to
the payment,  either directly or through any Paying Agent (including the Company
if acting as its own  Paying  Agent),  to the  holders  of the  particular  Debt
Securities  for the payment of which such moneys  have been  deposited  with the
Trustee,  of all sums due and to become due thereon for principal,  premium,  if
any, and interest.

      Section 12.03 Paying Agent to Repay Moneys Held.

      Upon the  satisfaction  and discharge of this  Indenture,  all moneys then
held by any Paying Agent of the Debt Securities  (other than the Trustee) shall,
upon demand of the Company, be repaid to the Company or paid to the Trustee, and
thereupon  such Paying Agent shall be released from all further  liability  with
respect to such moneys.


                                       51
<PAGE>


      Section 12.04 Return of Unclaimed Moneys.

      Any moneys  deposited  with or paid to the Trustee or any Paying Agent for
payment of the principal of and premium,  if any, or interest on Debt Securities
and not applied but remaining  unclaimed by the holders of Debt  Securities  for
two years after the date upon which the  principal  of and  premium,  if any, or
interest on such Debt Securities,  as the case may be, shall have become due and
payable,  shall be repaid to the Company by the Trustee or such Paying  Agent on
written demand;  and the holder of any of the Debt Securities  shall  thereafter
look only to the Company  for any  payment  which such holder may be entitled to
collect and all  liability  of the Trustee or such Paying  Agent with respect to
such moneys shall thereupon cease.

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

                             OFFICERS AND DIRECTORS

      Section 13.01 Indenture and Debt Securities Solely Corporate Obligations.

      No recourse  for the payment of the  principal  of or premium,  if any, or
interest on any Debt  Security,  or for any claim based  thereon or otherwise in
respect  thereof,  and no  recourse  under or upon any  obligation,  covenant or
agreement of the Company in this Indenture or in any supplemental  indenture, or
in any such Debt  Security,  or  because  of the  creation  of any  indebtedness
represented  thereby,  shall  be  had  against  any  incorporator,  stockholder,
officer,  director,  employee or agent, as such, past, present or future, of the
Company or of any  predecessor or successor  corporation of the Company,  either
directly or through the Company or any  successor  corporation  of the  Company,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement  of any  assessment  or penalty  or  otherwise;  it being  expressly
understood that all such liability is hereby  expressly waived and released as a
condition of, and as a  consideration  for, the execution of this  Indenture and
the issue of the Debt Securities.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

      Section 14.01 Successors.

      All the  covenants,  stipulations,  promises and agreements of the Company
contained in this Indenture  shall bind its  successors and assigns,  whether so
expressed or not.

      Section 14.02 Official Acts by Successor Entity.

      Any act or  proceeding by any  provision of this  Indenture  authorized or
required  to be done or  performed  by any  board,  committee  or officer of the
Company  shall and may be done and  performed  with like force and effect by the
like board,  committee,  officer or other  authorized  Person of any entity that
shall at the time be the lawful successor of the Company.


                                       52
<PAGE>


      Section 14.03 Surrender of Company Powers.

      The Company,  by instrument  in writing  executed by authority of 2/3 (two
thirds) of its Board of Directors  and  delivered to the Trustee,  may surrender
any  of  the  powers  reserved  to the  Company  and  thereupon  such  power  so
surrendered  shall  terminate  both as to the  Company  and as to any  permitted
successor.

      Section 14.04 Addresses for Notices, etc.

      Any notice or demand which by any provision of this  Indenture is required
or permitted to be given or served by the Trustee or by the  Securityholders  on
the Company may be given or served in writing by being deposited postage prepaid
by  registered or certified  mail in a post office  letter box addressed  (until
another  address is filed by the Company  with the Trustee for such  purpose) to
the Company at 2455 Morris Avenue, Union, New Jersey 07083,  Attention:  Anthony
C. Weagley.  Any notice,  direction,  request or demand by any Securityholder or
the  Company to or upon the  Trustee  shall be deemed to have been  sufficiently
given or made,  for all  purposes,  if given or made in writing at the office of
Wilmington  Trust  Company at Rodney  Square  North,  1100 North Market  Street,
Wilmington, DE 19890-0001, Attention: Corporate Trust Administration.

      Section 14.05 Governing Law.

      This  Indenture  and the Debt  Securities  shall each be governed  by, and
construed in accordance with, the laws of the State of New York,  without regard
to conflict of laws  principles  of said State other than Section  5-1401 of the
New York General Obligations Law.

      Section 14.06 Evidence of Compliance with Conditions Precedent.

      Upon any  application  or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture,  the Company shall furnish
to the  Trustee an  Officers'  Certificate  stating  that in the  opinion of the
signers  all  conditions  precedent,  if any,  provided  for in  this  Indenture
relating  to the  proposed  action  have been  complied  with and an  Opinion of
Counsel  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent  have been  complied  with  (except that no such Opinion of Counsel is
required to be furnished to the Trustee in  connection  with the  authentication
and issuance of Debt Securities).

      Each  certificate or opinion  provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant  provided
for in this Indenture (except  certificates  delivered pursuant to Section 3.05)
shall include (a) a statement that the person making such certificate or opinion
has read such covenant or condition and the definitions  relating thereto; (b) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based;  (c) a statement  that, in the opinion of such person,  he or she has
made such  examination or  investigation as is necessary to enable him or her to
express an informed  opinion as to whether or not such covenant or condition has
been complied  with; and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.


                                       53
<PAGE>


      Section 14.07 Business Day Convention.

      Notwithstanding anything to the contrary contained herein, if any Interest
Payment Date, other than the Maturity Date, any Optional  Redemption Date or the
Special  Redemption  Date,  falls on a day that is not a Business  Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Optional  Redemption Date or the Special Redemption Date falls on a day that
is not a Business Day, then the  principal,  premium,  if any,  and/or  interest
payable on such date will be paid on the next  succeeding  Business  Day, and no
additional  interest  will accrue in respect of such  payment  made on such next
succeeding Business Day.

      Section 14.08 Table of Contents, Headings, etc.

      The table of  contents  and the titles and  headings of the  Articles  and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be  considered a part hereof,  and shall in no way modify or restrict
any of the terms or provisions hereof.

      Section 14.09 Execution in Counterparts.

      This  Indenture  may be  executed in any number of  counterparts,  each of
which shall be an original,  but such counterparts shall together constitute but
one and the same instrument.

      Section 14.10 Separability.

      In case any one or more of the  provisions  contained in this Indenture or
in the Debt  Securities  shall for any reason be held to be invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall  not  affect  any  other  provisions  of this  Indenture  or of such  Debt
Securities, but this Indenture and such Debt Securities shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein
or therein.

      Section 14.11 Assignment.

      Subject to Article  XI,  the  Company  will have the right at all times to
assign  any of its  rights or  obligations  under  this  Indenture  and the Debt
Securities  to a direct or indirect  wholly  owned  Subsidiary  of the  Company;
provided,  however, that, in the event of any such assignment,  the Company will
remain liable for all such obligations. Subject to the foregoing, this Indenture
is  binding  upon and  inures to the  benefit  of the  parties  hereto and their
respective  successors and assigns. This Indenture may not otherwise be assigned
by the parties thereto.


                                       54
<PAGE>


      Section 14.12 Acknowledgment of Rights.

      The Company acknowledges that, with respect to any Debt Securities held by
the Trust or a trustee  of the  Trust,  if such  trustee  of the Trust  fails to
enforce its rights under this Indenture as the holder of Debt Securities held as
the assets of the Trust after the holders of a majority in aggregate liquidation
amount of the  outstanding  Capital  Securities of the Trust have so directed in
writing such trustee,  a holder of record of such Capital Securities may, to the
fullest extent permitted by law,  institute legal  proceedings  directly against
the Company to enforce such trustee's rights under this Indenture  without first
instituting  any legal  proceedings  against such  trustee or any other  Person.
Notwithstanding  the  foregoing,  if an Event of  Default  has  occurred  and is
continuing and such event is  attributable  to the failure of the Company to pay
interest or premium,  if any, on or principal of the Debt Securities on the date
such interest,  premium,  if any, or principal is otherwise due and payable (or,
in the  case of  redemption,  on the  related  Optional  Redemption  Date or the
Special  Redemption Date (as the case may be)), the Company  acknowledges that a
holder of outstanding  Capital  Securities of the Trust may directly institute a
proceeding  against  the  Company  for  enforcement  of payment  to such  holder
directly  of the  principal  of or  premium,  if any,  or  interest  on the Debt
Securities  having  an  aggregate   principal  amount  equal  to  the  aggregate
liquidation  amount of the  Capital  Securities  of such  holder on or after the
respective due date (or Optional  Redemption Date or Special Redemption Date (as
the case may be)) specified in the Debt Securities.

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

      Section 15.01 Agreement to Subordinate.

      The  Company  covenants  and agrees,  and each  holder of Debt  Securities
issued  hereunder  and  under  any   supplemental   indenture  (the  "Additional
Provisions") by such holder's  acceptance thereof likewise covenants and agrees,
that all Debt  Securities  shall be issued  subject  to the  provisions  of this
Article XV; and each holder of a Debt  Security,  whether upon original issue or
upon  transfer  or  assignment  thereof,  accepts and agrees to be bound by such
provisions.

      The  payment by the  Company of the  payments  due on all Debt  Securities
issued hereunder and under any Additional Provisions shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in right of payment
to the prior payment in full of all Senior Indebtedness of the Company,  whether
outstanding at the date of this Indenture or thereafter incurred.

      No  provision  of this  Article XV shall  prevent  the  occurrence  of any
default or Event of Default hereunder.

      Section 15.02 Default on Senior Indebtedness.

      In the event and during the  continuation of any default by the Company in
the payment of  principal,  premium,  interest  or any other  payment due on any
Senior  Indebtedness of the Company following any applicable grace period, or in
the event that the maturity of any Senior  Indebtedness  of the Company has been
accelerated  because of a default,  and such acceleration has not been rescinded
or canceled and such Senior  Indebtedness  has not been paid in full,  then,  in
either  case,  no  payment  shall be made by the  Company  with  respect  to the
payments due on the Debt Securities.

      In the event that,  notwithstanding  the  foregoing,  any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this Section, such payment shall, subject to Section 15.06, be held
in trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture  pursuant to which any of such Senior  Indebtedness
may have been issued, as their respective  interests may appear, but only to the
extent that the holders of the Senior  Indebtedness (or their  representative or
representatives or trustee) notify the Trustee in writing within 90 days of such
payment of the amounts  then due and owing on the Senior  Indebtedness  and only
the amounts specified in such notice to the Trustee shall be paid to the holders
of Senior Indebtedness.


                                       55
<PAGE>


      Section 15.03 Liquidation; Dissolution; Bankruptcy.

      Upon any payment by the Company or  distribution  of assets of the Company
of any kind or character,  whether in cash, property or securities, to creditors
upon any dissolution,  winding-up, liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy,  insolvency,  receivership or
other proceedings,  all amounts due upon all Senior  Indebtedness of the Company
shall  first  be paid in  full,  or  payment  thereof  provided  for in money in
accordance with its terms, before any payment is made by the Company on the Debt
Securities;   and  upon  any  such  dissolution,   winding-up,   liquidation  or
reorganization,  any payment by the Company,  or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
which the  Securityholders  or the Trustee would be entitled to receive from the
Company,  except for the  provisions  of this  Article XV,  shall be paid by the
Company, or by any receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other Person making such payment or distribution,  or by the  Securityholders
or by the Trustee  under this  Indenture if received by them or it,  directly to
the holders of Senior  Indebtedness  of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives,  or to
the trustee or trustees  under any indenture  pursuant to which any  instruments
evidencing such Senior  Indebtedness  may have been issued,  as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth,  after giving effect to any concurrent  payment
or  distribution to or for the holders of such Senior  Indebtedness,  before any
payment or distribution is made to the Securityholders.

      In  the  event  that,   notwithstanding  the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  prohibited by the  foregoing  shall be received by the
Trustee  before  all Senior  Indebtedness  of the  Company  is paid in full,  or
provision is made for such payment in money in accordance  with its terms,  such
payment or distribution  shall be held in trust for the benefit of, and shall be
paid over or  delivered  to, the  holders of such Senior  Indebtedness  or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company,  for  application to the payment of all Senior  Indebtedness of the
Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
in full in money in  accordance  with its  terms,  after  giving  effect  to any
concurrent  payment or distribution to or for the benefit of the holders of such
Senior Indebtedness.

      For purposes of this Article XV, the words "cash,  property or securities"
shall not be deemed to include  shares of stock of the Company as reorganized or
readjusted,  or securities of the Company or any other corporation  provided for
by  a  plan  of  reorganization  or  readjustment,   the  payment  of  which  is
subordinated  at least to the extent provided in this Article XV with respect to
the Debt  Securities to the payment of all Senior  Indebtedness  of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution  of  the  Company  following  the  conveyance,   transfer  or  other
disposition of its property as an entirety,  or substantially as an entirety, to
another  corporation upon the terms and conditions provided for in Article XI of
this  Indenture  shall not be deemed a dissolution,  winding-up,  liquidation or
reorganization for the purposes of this Section if such other corporation shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions  stated in Article XI of this Indenture.  Nothing in Section 15.02 or
in this Section  shall apply to claims of, or payments to, the Trustee  under or
pursuant to Section 6.06 of this Indenture.


                                       56
<PAGE>


      Section 15.04 Subrogation.

      Subject to the payment in full of all Senior  Indebtedness of the Company,
the  Securityholders  shall be  subrogated  to the rights of the holders of such
Senior  Indebtedness to receive payments or  distributions of cash,  property or
securities  of the  Company  applicable  to such Senior  Indebtedness  until all
payments due on the Debt Securities shall be paid in full; and, for the purposes
of such subrogation,  no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled  except for the provisions of this Article XV, and
no payment  over  pursuant to the  provisions  of this  Article XV to or for the
benefit of the holders of such Senior  Indebtedness  by  Securityholders  or the
Trustee,  shall,  as between the Company,  its  creditors  other than holders of
Senior  Indebtedness  of the Company,  and the holders of the Debt Securities be
deemed to be a payment or  distribution  by the Company to or on account of such
Senior  Indebtedness.  It is understood  that the  provisions of this Article XV
are, and are intended,  solely for the purposes of defining the relative  rights
of the holders of the Debt Securities,  on the one hand, and the holders of such
Senior Indebtedness, on the other hand.

      Nothing  contained in this Article XV or elsewhere in this Indenture,  any
Additional  Provisions or in the Debt Securities is intended to or shall impair,
as  between  the  Company,  its  creditors  other  than the  holders  of  Senior
Indebtedness  of the  Company,  and the  holders  of the  Debt  Securities,  the
obligation of the Company,  which is absolute and  unconditional,  to pay to the
holders of the Debt  Securities all payments on the Debt  Securities as and when
the same shall  become due and payable in  accordance  with their  terms,  or is
intended  to or shall  affect  the  relative  rights of the  holders of the Debt
Securities  and  creditors  of the  Company  other  than the  holders  of Senior
Indebtedness  of the Company,  nor shall anything  herein or therein prevent the
Trustee  or the  holder  of any  Debt  Security  from  exercising  all  remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the  rights,  if any,  under this  Article XV of the  holders of such  Senior
Indebtedness in respect of cash,  property or securities of the Company received
upon the exercise of any such remedy.

      Upon any payment or distribution  of assets of the Company  referred to in
this Article XV, the Trustee,  subject to the  provisions  of Article VI of this
Indenture,  and the Securityholders  shall be entitled to conclusively rely upon
any order or decree made by any court of  competent  jurisdiction  in which such
dissolution,  winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver,  trustee in bankruptcy,  liquidation  trustee,
agent or other  Person  making such  payment or  distribution,  delivered to the
Trustee or to the Securityholders,  for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other  indebtedness of the Company,  the amount thereof or payable  thereon,
the amount or amounts paid or distributed  thereon and all other facts pertinent
thereto or to this Article XV.


                                       57
<PAGE>


      Section 15.05 Trustee to Effectuate Subordination.

      Each  Securityholder,   by  such   Securityholder's   acceptance  thereof,
authorizes and directs the Trustee on such Securityholder's  behalf to take such
action as may be  necessary  or  appropriate  to  effectuate  the  subordination
provided  in this  Article XV and  appoints  the Trustee  such  Securityholder's
attorney-in-fact for any and all such purposes.

      Section 15.06 Notice by the Company.

      The Company shall give prompt written  notice to a Responsible  Officer of
the  Trustee  at the  Principal  Office of the  Trustee of any fact known to the
Company  that would  prohibit  the making of any  payment of moneys to or by the
Trustee in respect of the Debt  Securities  pursuant to the  provisions  of this
Article  XV.  Notwithstanding  the  provisions  of this  Article XV or any other
provision of this Indenture or any Additional Provisions,  the Trustee shall not
be charged with  knowledge of the existence of any facts that would prohibit the
making of any  payment  of moneys to or by the  Trustee  in  respect of the Debt
Securities  pursuant  to the  provisions  of this  Article XV unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this  Section at least two Business  Days prior to the date upon
which  by the  terms  hereof  any  money  may  become  payable  for any  purpose
(including,  without limitation,  the payment of the principal of or premium, if
any, or interest on any Debt Security),  then,  anything herein contained to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the  contrary  that may be
received by it within two Business Days prior to such date.

      The Trustee,  subject to the  provisions of Article VI of this  Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by  a  Person  representing  himself  or  herself  to  be  a  holder  of  Senior
Indebtedness  of the Company (or a trustee or  representative  on behalf of such
holder) to establish  that such notice has been given by a holder of such Senior
Indebtedness  or a trustee  or  representative  on behalf of any such  holder or
holders.  In the event that the Trustee  determines  in good faith that  further
evidence is required with respect to the right of any Person as a holder of such
Senior  Indebtedness to participate in any payment or  distribution  pursuant to
this Article XV, the Trustee may request such Person to furnish  evidence to the
reasonable  satisfaction  of  the  Trustee  as to  the  amount  of  such  Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such  Person  under this  Article  XV,  and,  if such  evidence is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination as to the right of such Person to receive such payment.


                                       58
<PAGE>

      Section 15.07 Rights of the Trustee; Holders of Senior Indebtedness.

      The  Trustee,  in its  individual  capacity,  shall be entitled to all the
rights set forth in this Article XV in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior  Indebtedness,
and nothing in this  Indenture or any  Additional  Provisions  shall deprive the
Trustee of any of its rights as such holder.

      With respect to the holders of Senior  Indebtedness  of the  Company,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this  Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this  Indenture  or any  Additional  Provisions  against  the
Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article VI
of this Indenture,  the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders,  the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article XV or otherwise.

      Nothing in this  Article XV shall apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.06.

      Section 15.08 Subordination May Not Be Impaired.

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

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior  Indebtedness of the Company may, at any time and from time to
time,  without the  consent of or notice to the Trustee or the  Securityholders,
without incurring responsibility to the Securityholders and without impairing or
releasing  the  subordination  provided  in this  Article XV or the  obligations
hereunder  of the holders of the Debt  Securities  to the holders of such Senior
Indebtedness,  do any one or more of the following: (a) change the manner, place
or terms of payment or extend  the time of payment  of, or renew or alter,  such
Senior Indebtedness,  or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument  evidencing the same or any agreement under which
such  Senior  Indebtedness  is  outstanding;  (b)  sell,  exchange,  release  or
otherwise deal with any property pledged,  mortgaged or otherwise  securing such
Senior  Indebtedness;  (c)  release  any  Person  liable in any  manner  for the
collection  of such  Senior  Indebtedness;  and (d)  exercise  or  refrain  from
exercising any rights against the Company or any other Person.


                                       59
<PAGE>



      Wilmington Trust Company,  in its capacity as Trustee,  hereby accepts the
trusts in this  Indenture  declared and provided,  upon the terms and conditions
herein above set forth.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized,  as of the
day and year first above written.


                                     CENTER BANCORP, INC.


                                     By:
                                        ---------------------------------
                                        Name:
                                        Title:


                                     WILMINGTON TRUST COMPANY,
                                       as Trustee


                                     By:
                                        ---------------------------------
                                        Name:
                                        Title:



                                       60
<PAGE>

                                                                       EXHIBIT A

                              FORM OF DEBT SECURITY

                           [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  COMPANY OR ANY  AFFILIATE  (AS DEFINED IN RULE 405 UNDER
THE  SECURITIES  ACT) OF THE  COMPANY  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  COMPANY,  (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 COMPANY'S RIGHT 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 IT
IN  ACCORDANCE  WITH THE  INDENTURE,  A COPY OF WHICH MAY BE  OBTAINED  FROM THE
COMPANY. 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-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 INDENTURE TO CONFIRM THAT THE TRANSFER  COMPLIES WITH THE
FOREGOING RESTRICTIONS.

      THIS  SECURITY  WILL BE  ISSUED  AND MAY BE  TRANSFERRED  ONLY IN  MINIMUM
DENOMINATIONS  OF  $100,000  AND  MULTIPLES  OF $1,000 IN  EXCESS  THEREOF.  ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS 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-2
<PAGE>


      THIS  OBLIGATION  IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
OR ANY  AGENCY OR FUND OF THE  UNITED  STATES,  INCLUDING  THE  FEDERAL  DEPOSIT
INSURANCE  CORPORATION  (THE "FDIC").  THIS  OBLIGATION IS  SUBORDINATED  TO THE
CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED  CREDITORS OF THE
COMPANY,  IS INELIGIBLE  AS  COLLATERAL  FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.


<PAGE>

            Floating Rate Junior Subordinated Debt Security due 2034
                                       of
                              CENTER BANCORP, INC.

      Center Bancorp,  Inc., a bank holding  company  incorporated in New Jersey
(the "Company",  which term includes any successor permitted under the Indenture
(as defined  herein)),  for value received,  promises to pay to Wilmington Trust
Company, not in its individual capacity but solely as Institutional  Trustee for
Center Bancorp  Statutory  Trust II, a Delaware  statutory  trust, or registered
assigns,  the principal amount of FIVE MILLION ONE HUNDRED  FIFTY-FIVE  THOUSAND
Dollars  ($5,155,000) on January 23, 2034 (the "Maturity Date") (or any Optional
Redemption Date or the Special  Redemption Date, each as defined herein,  or any
earlier date of acceleration of the maturity of this Debt Security),  and to pay
interest on the outstanding principal amount of this Debt Security from December
19, 2003, or from the most recent  Interest  Payment Date (as defined  below) to
which  interest  has been  paid or duly  provided  for,  quarterly  (subject  to
deferral as set forth  herein) in arrears on January  23,  April 23, July 23 and
October  23 of each year,  commencing  on April 23,  2004  (each,  an  "Interest
Payment  Date"),  at a  floating  rate per  annum,  which,  with  respect to any
Interest  Period  (as  defined  in the  Indenture),  will be equal to LIBOR  (as
defined in the  Indenture),  as determined on the LIBOR  Determination  Date (as
defined in the  Indenture) for such Interest  Period,  plus 2.85% (the "Interest
Rate")  (provided that the Interest Rate for any Interest  Period may not exceed
the  highest  rate  permitted  by New York law,  as the same may be  modified by
United States law of general  application) until the principal hereof shall have
been paid or duly  provided  for,  and on any  overdue  principal  and  (without
duplication and to the extent that payment of such interest is enforceable under
applicable  law) on any overdue  installment of interest at an annual rate equal
to the then  applicable  Interest  Rate,  compounded  quarterly.  The  amount of
interest  payable for any  Interest  Period  shall be computed on the basis of a
360-day year and the actual number of days elapsed in such Interest Period.


                                      A-3
<PAGE>


      The interest  installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the  Person  in  whose  name  this  Debt  Security  (or one or more  Predecessor
Securities,  as defined in the Indenture) is registered at the close of business
on the "regular record date" for such interest  installment,  which shall be the
fifteenth day prior to such Interest Payment Date,  whether or not such day is a
Business Day (as defined  herein).  Any such  interest  installment  (other than
Deferred  Interest (as defined herein)) not punctually paid or duly provided for
shall  forthwith  cease to be payable to the holders on such regular record date
and may be paid to the Person in whose name this Debt  Security  (or one or more
Predecessor  Securities)  is  registered  at the close of  business on a special
record  date to be  fixed  by the  Trustee  for the  payment  of such  defaulted
interest,  notice  whereof shall be given to the holders of the Debt  Securities
not less than 10 days  prior to such  special  record  date,  all as more  fully
provided in the Indenture.

      Payment of the principal of and premium, if any, and interest on this Debt
Security due on the Maturity Date, any Optional  Redemption  Date or the Special
Redemption  Date,  as the case may be,  shall be made in  immediately  available
funds against  presentation and surrender of this Debt Security at the office or
agency of the Trustee maintained for that purpose in Wilmington, Delaware, or at
the  office or  agency  of any  other  Paying  Agent  appointed  by the  Company
maintained  for that  purpose in  Wilmington,  Delaware or Trenton,  New Jersey.
Payment of interest on this Debt Security due on any Interest Payment Date other
than the Maturity Date, any Optional  Redemption Date or the Special  Redemption
Date,  as the case may be,  shall be made at the option of the  Company by check
mailed  to the  holder  thereof  at such  address  as shall  appear  in the Debt
Security  Register or by wire  transfer  of  immediately  available  funds to an
account  appropriately  designated  by the holder  hereof.  Notwithstanding  the
foregoing,  so long as the  holder of this Debt  Security  is the  Institutional
Trustee,  payment of the principal of and premium,  if any, and interest on this
Debt  Security  shall be made in  immediately  available  funds when due at such
place and to such account as may be designated by the Institutional Trustee. All
payments  in  respect  of this Debt  Security  shall be  payable  in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts.

      Notwithstanding anything to the contrary contained herein, if any Interest
Payment Date, other than the Maturity Date, any Optional  Redemption Date or the
Special  Redemption  Date,  falls on a day that is not a Business  Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Optional  Redemption Date or the Special Redemption Date falls on a day that
is not a Business Day, then the  principal,  premium,  if any,  and/or  interest
payable on such date will be paid on the next  succeeding  Business  Day, and no
additional  interest  will accrue in respect of such  payment  made on such next
succeeding Business Day.


                                      A-4
<PAGE>


      So long as no Event of Default has occurred and is continuing, the Company
shall have the right, from time to time and without causing an Event of Default,
to defer  payments of interest on the Debt  Securities by extending the interest
payment  period on the Debt  Securities at any time and from time to time during
the term of the Debt  Securities,  for up to 20  consecutive  quarterly  periods
(each such  extended  interest  payment  period,  together with all previous and
further  consecutive  extensions thereof, is referred to herein as an "Extension
Period").  No Extension  Period may end on a date other than an Interest 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 Debt  Securities,  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 Interest 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. No interest or Deferred  Interest
(except any Additional Amounts (as defined in the Indenture) that may be due and
payable) shall be due and payable during an Extension Period,  except at the end
thereof.  At the end of any Extension Period, the Company shall pay all Deferred
Interest then accrued and unpaid on the Debt Securities; provided, however, that
during  any  Extension  Period,  the  Company  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 Company's  capital stock,  (ii)
make any payment of  principal  of or premium,  if any, or interest on or repay,
repurchase or redeem any debt  securities of the Company that rank pari passu in
all respects with or junior in interest to the Debt Securities or (iii) make any
payment under any guarantees of the Company that rank in all respects pari passu
with or junior in respect to the Capital  Securities  Guarantee  (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company (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 Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to such Extension Period, (b) as a result of any exchange or conversion of
any class or series of the  Company's  capital  stock (or any capital stock of a
subsidiary  of the  Company)  for any class or series of the  Company's  capital
stock or of any class or series of the Company's  indebtedness  for any class or
series of the Company's capital stock, (c) the purchase of fractional  interests
in shares of the Company's  capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  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 to such stock).  Prior to the termination of any
Extension  Period,  the  Company  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  Company  may  commence a new
Extension Period, subject to the foregoing  requirements.  The Company must give
the Trustee  notice of its  election to begin or extend an  Extension  Period at
least one Business Day prior to the regular  record date  applicable to the next
succeeding Interest Payment Date.


                                      A-5
<PAGE>

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

      The Company waives diligence,  presentment,  demand for payment, notice of
nonpayment, notice of protest, and all other demands and notices.

      This  Debt  Security  shall  not be  entitled  to any  benefit  under  the
Indenture  hereinafter  referred to and shall not be valid or become  obligatory
for any purpose until the certificate of  authentication  hereon shall have been
signed by or on behalf of the Trustee.

      The  provisions  of this Debt  Security are  continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.


                                     A-6

<PAGE>


      IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                           CENTER BANCORP, INC.



                                           By: ______________________________
                                               Name:
                                               Title:


Dated:  __________________, ____



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Debt  Securities  referred  to in the  within-mentioned
Indenture.

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

                                           By:______________________________
                                                Authorized Officer


Dated:  __________________, ____



                                      A-7
<PAGE>


                          [FORM OF REVERSE OF SECURITY]

      This Debt Security is one of a duly  authorized  series of debt securities
of the Company (collectively, the "Debt Securities"), all issued or to be issued
pursuant to an Indenture (the "Indenture"),  dated as of December 19, 2003, duly
executed and delivered  between the Company and  Wilmington  Trust  Company,  as
Trustee (the  "Trustee"),  to which  Indenture and all  indentures  supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights,  obligations,  duties and  immunities  thereunder  of the  Trustee,  the
Company and the holders of the Debt  Securities of which this Debt Security is a
part.

      Upon the occurrence and continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event (each, a "Special Event"),  the Company shall
have the right to redeem this Debt  Security,  at its option,  in whole with all
other Debt Securities but not in part, at any time, within 90 days following the
occurrence of such Special Event (the "Special Redemption Date"), at the Special
Redemption Price (as defined herein).  In the event that the Special  Redemption
Date  falls on a day  prior to the  LIBOR  Determination  Date for any  Interest
Period,  then the Company  shall be required to pay to  Securityholders,  on the
Business Day following such LIBOR  Determination  Date, any additional amount of
interest  that would have been  payable on the Special  Redemption  Date had the
amount of interest determined on such LIBOR Determination Date been known on the
first day of such Interest Period.

      The Company  shall also have the right to redeem this Debt Security at its
option, in whole or (provided that all accrued and unpaid interest has been paid
on all Debt Securities for all Interest Periods  terminating on or prior to such
date)  from  time to time in  part,  on any  Interest  Payment  Date on or after
January  23,  2009  (each,  an  "Optional  Redemption  Date"),  at the  Optional
Redemption Price (as defined herein).

      Any  redemption  pursuant to the  preceding two  paragraphs  will be made,
subject to receipt by the Company of prior  approval from the Board of Governors
of the Federal  Reserve  System (the "Federal  Reserve") if then required  under
applicable capital guidelines or policies of the Federal Reserve,  upon not less
than 30  days'  nor  more  than 60  days'  prior  written  notice.  If the  Debt
Securities are only partially redeemed by the Company,  the Debt Securities will
be redeemed  pro rata or by any other  method  utilized by the  Trustee.  In the
event of  redemption  of this Debt Security in part only, a new Debt Security or
Debt Securities for the unredeemed  portion hereof will be issued in the name of
the holder hereof upon the cancellation hereof.

      "Optional  Redemption  Price" means an amount in cash equal to 100% of the
principal  amount of this Debt  Security  being  redeemed  plus unpaid  interest
accrued thereon to the related Optional Redemption Date.

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


                                      A-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%


      In case an Event of  Default,  as  defined  in the  Indenture,  shall have
occurred and be continuing,  the principal of all of the Debt  Securities may be
declared,  and, in certain cases, shall ipso facto become, due and payable,  and
upon any such declaration of acceleration shall become due and payable,  in each
case, in the manner,  with the effect and subject to the conditions  provided in
the Indenture.

      The Indenture contains provisions  permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate  principal  amount of
the Debt Securities at the time outstanding  affected  thereby,  as specified in
the Indenture,  to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debt Securities;  provided,  however,  that no such
supplemental  indenture  shall,  among other things,  without the consent of the
holders of each Debt Security then  outstanding and affected  thereby (i) change
the Maturity Date of any Debt Security,  or reduce the principal  amount thereof
or any  premium  thereon,  or reduce the rate (or manner of  calculation  of the
rate) or extend the time of payment of interest  thereon,  or reduce (other than
as a result of the maturity or earlier  redemption  of any such Debt Security in
accordance  with the terms of the Indenture and such Debt  Security) or increase
the aggregate  principal amount of Debt Securities then  outstanding,  or change
any of the redemption provisions,  or make the principal thereof or any interest
or premium  thereon  payable in any coin or currency  other than  United  States
Dollars,  or impair or affect  the  right of any  holder to  institute  suit for
payment thereof, or (ii) reduce the aforesaid  percentage of Debt Securities the
holders of which are required to consent to any such supplemental indenture. The
Indenture  also  contains  provisions  permitting  the  holders of a majority in
aggregate  principal amount of the Debt Securities at the time  outstanding,  on
behalf of the holders of all the Debt  Securities,  to waive any past default in
the  performance  of  any of  the  covenants  contained  in  the  Indenture,  or
established  pursuant  to the  Indenture,  and its  consequences,  except  (a) a
default in payments due in respect of any of the Debt Securities, (b) in respect
of covenants or provisions of the Indenture  which cannot be modified or amended
without  the  consent of the holder of each Debt  Security  affected,  or (c) in
respect of the  covenants  of the Company  relating to its  ownership  of Common
Securities  of the Trust.  Any such consent or waiver by the holder of this Debt
Security  (unless revoked as provided in the Indenture)  shall be conclusive and
binding  upon such  holder and upon all future  holders  and owners of this Debt
Security and of any Debt Security issued in exchange  herefor or in place hereof
(whether by registration  of transfer or otherwise),  irrespective of whether or
not any notation of such consent or waiver is made upon this Debt Security.


                                      A-9
<PAGE>


      No  reference  herein  to the  Indenture  and no  provision  of this  Debt
Security  or of the  Indenture  shall  alter or  impair  the  obligation  of the
Company,  which is absolute and unconditional,  to make all payments due on this
Debt  Security  at the time and place  and at the rate and in the  money  herein
prescribed.

      As provided in the Indenture and subject to certain limitations herein and
therein set forth,  this Debt Security is  transferable  by the holder hereof on
the Debt Security  Register (as defined in the  Indenture) of the Company,  upon
surrender of this Debt  Security for  registration  of transfer at the office or
agency of the Trustee in Wilmington,  Delaware, or at any other office or agency
of the Company in Wilmington,  Delaware or Trenton, New Jersey, accompanied by a
written  instrument  or  instruments  of  transfer in form  satisfactory  to the
Company or the  Trustee  duly  executed  by the holder  hereof or such  holder's
attorney  duly  authorized  in  writing,  and  thereupon  one or more  new  Debt
Securities  of authorized  denominations  and for the same  aggregate  principal
amount will be issued to the designated  transferee or  transferees.  No service
charge will be made for any such  registration  of transfer,  but the Company or
the Trustee may require  payment of a sum  sufficient  to cover any tax,  fee or
other  governmental  charge  payable in  relation  thereto as  specified  in the
Indenture.

      Prior  to due  presentment  for  registration  of  transfer  of this  Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and the Debt Security registrar may deem and treat the holder
hereof as the absolute owner hereof  (whether or not this Debt Security shall be
overdue and  notwithstanding  any notice of ownership or writing hereon) for the
purpose of  receiving  payment of the  principal  of and  premium,  if any,  and
interest  on this  Debt  Security  and for all other  purposes,  and none of the
Company, the Trustee,  any Authenticating  Agent, any Paying Agent, any transfer
agent or any Debt  Security  registrar  shall be  affected  by any notice to the
contrary.

      As provided in the Indenture and subject to certain limitations herein and
therein  set  forth,  Debt  Securities  are  exchangeable  for a like  aggregate
principal amount of Debt Securities of different  authorized  denominations,  as
requested by the holder surrendering the same.

      The Debt  Securities  are issuable  only in registered  certificated  form
without coupons.

      No recourse  shall be had for the payment of the  principal of or premium,
if any, or interest on this Debt  Security,  or for any claim based  hereon,  or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any  incorporator,  stockholder,  officer,  director,  employee or agent,  past,
present or future,  as such, of the Company or of any  predecessor  or successor
corporation of the Company,  whether by virtue of any  constitution,  statute or
rule of law, or by the  enforcement  of any  assessment or penalty or otherwise,
all  such  liability  being,  by  the  acceptance  hereof  and  as  part  of the
consideration for the issuance hereof, expressly waived and released.

      All terms  used but not  defined  in this  Debt  Security  shall  have the
meanings assigned to them in the Indenture.


                                      A-10
<PAGE>


      THIS DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.




                                      A-11