Exhibit 10.15

                                   $5,000,000
                                    MMCapSSM
                        CENTER BANCORP STATUTORY TRUST II
                               PLACEMENT AGREEMENT


                                                              New York, New York
                                                              December 12, 2003

SANDLER O'NEILL & PARTNERS, L.P.
919 Third Avenue
6th Floor

New York, New York 10022

Ladies and Gentlemen:

      Center  Bancorp  Statutory  Trust  II (the  "Trust"),  a  statutory  trust
organized  under the Delaware  Statutory  Trust Act, 12 Del. C. ss. 3801 et seq.
(the "Delaware  Act"), and Center Bancorp,  Inc., a New Jersey  corporation (the
"Company" and together with the Trust, the "Offerors"),  confirm their agreement
(the  "Agreement")  with  Sandler  O'Neill  &  Partners,  L.P.,  as agent of the
Offerors  (the  "Placement  Agent"),  with  respect to the issue and sale by the
Trust and the placement by the Placement  Agent of 5,000  MMCapSSM  (liquidation
amount of $1,000 per  security)  of the Trust (the  "Capital  Securities").  The
Capital  Securities  will be guaranteed by the Company to the extent provided in
the  Guarantee  Agreement,  to be dated as of the  Closing  Date (as  defined in
Section 2(a)  hereof)  (the  "Guarantee  Agreement"),  between the  Company,  as
guarantor,  and Wilmington Trust Company,  as guarantee  trustee (the "Guarantee
Trustee"),   with  respect  to  distributions  and  payments  upon  liquidation,
redemption and otherwise.

      The  entire  proceeds  from the  sale of the  Capital  Securities  will be
combined  with the entire  proceeds from the sale by the Trust to the Company of
its common securities (the "Common  Securities"),  and will be used by the Trust
to  purchase  $5,155,000  aggregate  principal  amount of  Floating  Rate Junior
Subordinated  Debt  Securities  due 2034 (the  "Subordinated  Debt  Securities")
issued by the Company.  The Capital Securities and the Common Securities will be
issued pursuant to the Amended and Restated Declaration of Trust, to be dated as
of the Closing  Date (the  "Declaration"),  among the Company,  as sponsor,  the
Administrators named therein (the  "Administrators"),  Wilmington Trust Company,
as  institutional  trustee  (the  "Institutional  Trustee"),   Wilmington  Trust
Company,  as Delaware trustee (the "Delaware  Trustee"),  and the holders,  from
time to time, of undivided  beneficial interests in the assets of the Trust. The
Subordinated  Debt Securities  will be issued  pursuant to the Indenture,  to be
dated  as of the  Closing  Date  (the  "Indenture"),  between  the  Company  and
Wilmington Trust Company,  as indenture trustee (the "Indenture  Trustee").  The
Indenture,  the Guarantee  Agreement,  the  Declaration,  this Agreement and the
Subscription  Agreement  (as defined in Section  2(a)  hereof)  are  hereinafter
referred to collectively as the "Operative Documents."

<PAGE>


      SECTION 1. Representations and Warranties.

      (a) The  Trust and the  Company,  jointly  and  severally,  represent  and
warrant to the  Placement  Agent and the  Purchaser  (as defined in Section 2(a)
hereof) of Capital  Securities as of the date hereof and as of the Closing Date,
and agree with the Placement Agent and the Purchaser, as follows:

            (i) Similar Offerings. Within a period of six months before or after
the date hereof,  the Offerors have not,  directly or indirectly,  solicited any
offer to buy or offered to sell, and will not,  directly or indirectly,  solicit
any offer to buy or offer to sell,  in the United States or to any United States
citizen or resident,  any security which is or would be integrated with the sale
of the Capital  Securities  (including  any  securities of the same or a similar
class as the  Capital  Securities)  in a manner  that would  require the Capital
Securities to be registered  under the  Securities  Act of 1933, as amended (the
"1933 Act").

            (ii) Incorporated Documents. The documents of the Company filed with
the Securities and Exchange Commission (the "Commission") in accordance with the
Securities Exchange Act of 1934, as amended (the "1934 Act"), from and including
the  commencement of the fiscal year covered by the Company's most recent Annual
Report on Form 10-K, at the time they were or hereafter are filed by the Company
with the Commission  (collectively,  the "1934 Act Reports"),  complied and will
comply in all material  respects with the  requirements  of the 1934 Act and the
rules and regulations of the Commission thereunder (the "1934 Act Regulations"),
and, at the date of this  Agreement and on the Closing Date, do not and will not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading;  and
other than such  instruments,  agreements,  contracts and other documents as are
filed as exhibits to the Company's Annual Report on Form 10-K, Quarterly Reports
on  Form  10-Q or  Current  Reports  on  Form  8-K,  there  are no  instruments,
agreements,  contracts  or  documents  of a character  described  in Item 601 of
Regulation S-K  promulgated by the Commission to which the Company or any of its
subsidiaries is a party.

            (iii)  Independent  Accountants.  The accountants of the Company who
certified  the  financial  statements  included  in the  1934 Act  Reports  (the
"Independent Accountants") are independent public accountants of the Company and
its  subsidiaries  within  the  meaning  of the  1933  Act  and  the  rules  and
regulations of the Commission thereunder (the "1933 Act Regulations").

            (iv)  Financial   Statements  and   Information.   The  consolidated
historical  financial  statements  of the  Company,  together  with the  related
schedules and notes,  included in the 1934 Act Reports  present  fairly,  in all
material  respects,  the  respective  consolidated  financial  positions  of the
Company and its consolidated subsidiaries at the respective dates indicated, and
the consolidated  statements of income, changes in stockholders' equity and cash
flows  of the  Company  and its  consolidated  subsidiaries  for the  respective
periods  specified;  said financial  statements have been prepared in conformity
with generally accepted accounting  principles in the United States applied on a
consistent  basis  throughout the periods  involved,  except as disclosed in the
notes to such financial statements;  the supporting schedules,  if any, included
in  the  1934  Act  Reports  present  fairly,  in  all  material  respects,  the
information  required  to  be  stated  therein;  and  any  pro  forma  financial
statements  and the  related  notes  thereto  included  in the 1934 Act  Reports
present fairly the information  shown therein,  have been prepared in accordance
with the  Commission's  rules and guidelines with respect to pro forma financial
statements and have been properly compiled on the bases described  therein,  and
the  assumptions  used  in  the  preparation  thereof  are  reasonable  and  the
adjustments  used therein are appropriate to give effect to the transactions and
circumstances referred to therein.



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<PAGE>

            (v) No Material  Adverse  Change.  Since the respective  dates as of
which  information is given in the 1934 Act Reports,  there has not been (A) any
material adverse change in the condition, financial, regulatory or otherwise, or
in the earnings,  business affairs or business  prospects of the Trust or of the
Company  and its  subsidiaries  considered  as one  enterprise,  whether  or not
arising in the ordinary course of business (a "Material  Adverse Effect") or (B)
any dividend or distribution  of any kind declared,  paid or made by the Company
on any class of its capital stock other than regular quarterly  dividends on the
Company's common stock declared and paid consistent with past practice.

            (vi)  Internal  Accounting  Controls.  Each of the  Company  and its
subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with the management's general or specific authorizations,  (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  (iii) access to assets is permitted only in accordance with the
management's   general  or  specific   authorization   and  (iv)  the   recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

            (vii) Disclosure Controls. The Company has established and maintains
disclosure  controls and  procedures  (as such term is defined in Rule 13a-15(e)
and 15d-15(e) under the 1934 Act);  such disclosure  controls and procedures (i)
are  designed  to ensure that  material  information  relating  to the  Company,
including its  consolidated  subsidiaries,  is made known to the Company's Chief
Executive  Officer  and its  Chief  Financial  Officer  by others  within  those
entities,  particularly  during the  periods in which the 1934 Act  Reports  are
being prepared,  (ii) have been evaluated for effectiveness as of the end of the
annual or quarterly period reported to the Commission and (iii) are effective to
perform the functions for which they were  established;  the Company's  auditors
and the Audit  Committee of the Board of Directors have been advised of: (A) any
significant  deficiencies in the design or operation of internal  controls which
could adversely affect the Company's ability to record, process,  summarize, and
report financial data and (B) any fraud, whether or not material,  that involves
management  or  other  employees  who  have a role  in  the  Company's  internal
controls;  any material weaknesses in internal controls have been identified for
the Company's auditors; and since the date of the most recent evaluation of such
disclosure  controls and procedures,  there have been no significant  changes in
internal controls or in other factors that could  significantly  affect internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

            (viii)  Regulatory  Matters.  Neither  the  Company  nor  any of its
subsidiaries  is  subject or is party to, or has  received  any notice or advice
that any of them may become subject or party to any  investigation  with respect
to, any corrective,  suspension or cease-and-desist  order,  agreement,  consent
agreement,  memorandum of understanding or other regulatory  enforcement action,
proceeding  or order  with or by,  or is a party  to any  commitment  letter  or
similar  undertaking  to,  or is  subject  to any  directive  by,  or has been a
recipient of any supervisory  letter from, or has adopted any board  resolutions
at the  request of, any  Regulatory  Agency (as  defined  below) that  currently
relates to or restricts in any material respect the conduct of their business or
that  in  any  manner  relates  to  their  capital  adequacy,  credit  policies,
management or business (each, a "Regulatory Agreement"),  nor has the Company or
any of its  subsidiaries  been  advised  by any  Regulatory  Agency  that  it is
considering  issuing or requesting any such  Regulatory  Agreement;  there is no
unresolved  violation,  criticism  or exception  by any  Regulatory  Agency with
respect to any report or statement  relating to any  examinations of the Company
or any of its subsidiaries  which, in the reasonable judgment of the Company, is
expected  to result in a  Material  Adverse  Effect.  As used  herein,  the term
"Regulatory  Agency"  means  any  federal  or  state  agency  charged  with  the
supervision  or regulation of depositary  institutions  or holding  companies of
depositary  institutions,  or engaged in the insurance of depositary institution
deposits,   or  any  court,   administrative   agency  or  commission  or  other
governmental  agency,   authority  or  instrumentality   having  supervisory  or
regulatory authority with respect to the Company or any of its subsidiaries.


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<PAGE>

            (ix) No Undisclosed Liabilities.  Neither the Company nor any of its
subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its subsidiaries  giving rise to any such liability),  except (i)
for  liabilities  set forth in the financial  statements  referred to in Section
1(a)(iv)  above and (ii) normal  fluctuations  in the amount of the  liabilities
referred to in clause (i) above  occurring in the ordinary course of business of
the  Company  and all of its  subsidiaries  since  the date of the  most  recent
balance sheet included in such financial statements.

            (x)  Good  Standing  of the  Company.  The  Company  has  been  duly
organized and is validly  existing as a corporation  in good standing  under the
laws of the State of New Jersey and has full power and authority under such laws
to own, lease and operate its  properties and to conduct its business,  to enter
into and perform its obligations under each of the Operative  Documents to which
it is a party, and to issue the Subordinated Debt Securities; and the Company is
duly  registered as a bank holding company under the Bank Holding Company Act of
1956, as amended.

            (xi)  Good   Standing  of  the   Subsidiaries.   Each   "significant
subsidiary"  (as  defined  in Rule 1-02 of  Regulation  S-X) of the  Company  (a
"Significant  Subsidiary") has been duly organized and is validly existing as an
entity  in good  standing  under  the  laws of the  jurisdiction  in which it is
chartered  and has full power and  authority  under such laws to own,  lease and
operate its properties and to conduct its current and contemplated business; and
the deposit accounts of each of the Company's subsidiary banks are insured up to
the  applicable  limits  by the  Bank  Insurance  Fund  of the  Federal  Deposit
Insurance  Corporation  (the "FDIC") to the fullest extent  permitted by law and
the rules and  regulations  of the FDIC, and no proceeding for the revocation or
termination  of such  insurance is pending or, to the  knowledge of the Company,
threatened.


                                       4
<PAGE>


            (xii)   Foreign   Qualifications.   Each  of  the  Company  and  its
subsidiaries  is duly  qualified as a foreign entity to transact  business,  and
each is in good standing in each  jurisdiction  in which such  qualification  is
required,  whether by reason of the  ownership  or leasing  of  property  or the
conduct of  business,  except  where the  failure to be so  qualified  would not
singularly,  or in the aggregate,  in the reasonable judgment of the Company, be
expected to result in a Material Adverse Effect.

            (xiii) Capital Stock Duly Authorized and Validly Issued.  All of the
issued and outstanding capital stock of the Company has been duly authorized and
validly  issued  and is fully  paid and  nonassessable;  all of the  issued  and
outstanding  capital  stock of each  subsidiary  of the  Company  has been  duly
authorized and validly issued,  is fully paid and  nonassessable and is owned by
the Company,  directly or through  subsidiaries,  free and clear of any security
interest,  mortgage,  pledge, lien,  encumbrance,  claim or equitable right; and
none  of  the  issued  and  outstanding  capital  stock  of the  Company  or its
Significant  Subsidiaries  was issued in violation of any  preemptive or similar
rights  arising  by  operation  of law,  under the  charter,  by-laws or code of
regulations of the Company or any of its  Significant  Subsidiaries or under any
agreement  to which the  Company  or any of its  Significant  Subsidiaries  is a
party.

            (xiv) Good  Standing of the Trust.  The Trust has been duly  created
and is validly existing in good standing as a statutory trust under the Delaware
Act with the power and  authority to own property and to conduct its business as
provided in the Declaration, to enter into and perform its obligations under the
Operative  Documents to which it is a party, and to issue the Capital Securities
and the Common Securities; the Trust is not a party to or otherwise bound by any
agreement  other than the  Operative  Documents to which it is a party;  and the
Trust is, and will be, under current law,  classified  for United States federal
income tax purposes as a grantor  trust and not as an  association  taxable as a
corporation.

            (xv)  Authorization of Common  Securities.  On the Closing Date, the
Common  Securities  will have been duly  authorized  for  issuance  by the Trust
pursuant to the  Declaration  and,  when duly issued and executed in  accordance
with the  Declaration  and delivered by the Trust to the Company against payment
therefor in accordance with the subscription agreement therefor, will be validly
issued and fully paid and nonassessable  undivided common  beneficial  ownership
interests in the assets of the Trust;  the issuance of the Common  Securities is
not subject to preemptive or other similar rights;  and on the Closing Date, all
of the  issued  and  outstanding  Common  Securities  of the Trust will be owned
directly by the  Company,  free and clear of any  security  interest,  mortgage,
pledge, lien, encumbrance, claim or equitable right.

            (xvi) Authorization of Capital Securities.  On the Closing Date, the
Capital  Securities  will have been duly  authorized  for  issuance by the Trust
pursuant to the Declaration and, when duly issued, executed and authenticated in
accordance  with the  Declaration  and  delivered by the Trust  against  payment
therefor as provided herein and in the Subscription  Agreement,  will be validly
issued and fully paid and nonassessable undivided preferred beneficial ownership
interests  in the assets of the Trust;  the  issuance of the Capital  Securities
will not be subject to  preemptive  or other  similar  rights;  and the  Capital
Securities will be in the form contemplated by, and entitled to the benefits of,
the Declaration.


                                       5
<PAGE>


            (xvii) Authorization of this Agreement. This Agreement has been duly
authorized, executed and delivered by each of the Offerors.

            (xviii)  Authorization of Subscription  Agreement.  The Subscription
Agreement  has been  duly  authorized,  executed  and  delivered  by each of the
Offerors,  and  assuming  due  authorization,  execution  and  delivery  of  the
Subscription  Agreement  by  the  Purchaser,  the  Subscription  Agreement  will
constitute  a  valid,  legal  and  binding  agreement  of each of the  Offerors,
enforceable against each of the Offerors in accordance with its terms, except to
the extent that  enforceability  may be limited by (a)  bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent conveyance or other similar laws now or
hereafter in effect  relating to  creditors'  rights  generally  and (b) general
principles of equity  (regardless of whether  enforceability  is considered in a
proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

            (xix)  Authorization  of Declaration.  The Declaration has been duly
authorized by the Company and, on the Closing Date, will have been duly executed
and  delivered  by  the  Company  and  the  Administrators,   and  assuming  due
authorization,  execution and delivery of the  Declaration by the  Institutional
Trustee and the Delaware Trustee, the Declaration will constitute a valid, legal
and  binding  agreement  of the  Company,  enforceable  against  the  Company in
accordance  with its terms,  except to the  extent  that  enforceability  may be
limited by the Enforceability Exceptions.

            (xx) Authorization of Guarantee  Agreement.  The Guarantee Agreement
has been duly authorized by the Company and, on the Closing Date, will have been
duly  executed and  delivered by the  Company,  and assuming due  authorization,
execution and delivery of the Guarantee Agreement by the Guarantee Trustee,  the
Guarantee  Agreement will constitute a valid, legal and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that enforceability may be limited by the Enforceability Exceptions.

            (xxi)  Authorization  of  Indenture.  The  Indenture  has been  duly
authorized by the Company and, on the Closing Date, will have been duly executed
and  delivered by the Company,  and assuming due  authorization,  execution  and
delivery  of  the  Indenture  by  the  Indenture  Trustee,  the  Indenture  will
constitute a valid,  legal and binding  agreement  of the  Company,  enforceable
against  the  Company in  accordance  with its terms,  except to the extent that
enforceability may be limited by the Enforceability Exceptions.

            (xxii)   Authorization   of  Subordinated   Debt   Securities.   The
Subordinated  Debt Securities  have been duly authorized by the Company;  on the
Closing Date, the  Subordinated  Debt Securities will have been duly executed by
the Company and, when  authenticated in the manner provided for in the Indenture
and  delivered  by  the  Company  to  the  Trust  against  payment  therefor  as
contemplated in the  subscription  agreement  therefor,  will constitute  valid,
legal and binding obligations of the Company, enforceable against the Company in
accordance  with their terms,  except to the extent that  enforceability  may be
limited by the Enforceability  Exceptions; the Subordinated Debt Securities will
be in the form  contemplated by, and entitled to the benefits of, the Indenture;
and the  Company  has no  present  intention  to  exercise  its  option to defer
payments of  interest on the  Subordinated  Debt  Securities  as provided in the
Indenture.


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<PAGE>


            (xxiii) Authorization of Administrators.  Each of the Administrators
of the  Trust is an  officer  or  employee  of the  Company  and has  been  duly
authorized by the Company to execute and deliver the Declaration.

            (xxiv) Not an Investment Company.  Neither the Trust nor the Company
is, and  immediately  following  consummation of the  transactions  contemplated
hereby and the application of the net proceeds  therefrom  neither the Trust nor
the Company will be, an  "investment  company" or an entity  "controlled"  by an
"investment  company",  in each case within the  meaning of Section  3(a) of the
Investment  Company Act of 1940, as amended (the "1940 Act"),  without regard to
Section 3(c) of the 1940 Act.

            (xxv)  Absence  of  Defaults  and  Conflicts.  The  Trust  is not in
violation of the trust certificate of the Trust filed with the State of Delaware
(the "Trust Certificate") or the Declaration, and neither the Company nor any of
its subsidiaries is in violation of its charter, by-laws or code of regulations;
none of the Trust, the Company or any subsidiary of the Company is in default in
the  performance  or  observance  of  any  obligation,  agreement,  covenant  or
condition contained in any contract, indenture, mortgage, deed of trust, loan or
credit agreement,  note, lease or other agreement or instrument to which it is a
party  or by  which  it or any of  them  may be  bound  or to  which  any of its
properties or assets is subject  (collectively,  "Agreements and  Instruments"),
except  for  such  defaults  under  Agreements  and  Instruments  that,  in  the
reasonable  judgment of the  Company,  are not  expected to result in a Material
Adverse  Effect;  and the execution,  delivery and  performance of the Operative
Documents by the Trust or the Company,  as the case may be, the  issuance,  sale
and delivery of the Capital Securities and the Subordinated Debt Securities, the
consummation of the transactions  contemplated by the Operative  Documents,  and
compliance  by the  Trust  and the  Company  with  the  terms  of the  Operative
Documents to which they are a party have been duly  authorized  by all necessary
corporate  action on the part of the Company and, on the Closing Date, will have
been duly authorized by all necessary action on the part of the Trust and do not
and will not, whether with or without the giving of notice or passage of time or
both, violate,  conflict with or constitute a breach of, or default or Repayment
Event (as defined below) under,  or result in the creation or imposition of any,
security  interest,  mortgage,  pledge,  lien,  charge,  encumbrance,  claim  or
equitable right upon any properties or assets of the Trust or the Company or any
of its subsidiaries pursuant to any of the Agreements and Instruments,  nor will
such action result in any violation of the provisions of the charter, by-laws or
code of regulations of the Company or any of its subsidiaries or the Declaration
or the Trust Certificate, or violation by the Company or any of its subsidiaries
of any applicable law,  statute,  rule,  regulation,  judgment,  order,  writ or
decree of any  government,  government  authority,  agency  (including,  without
limitation,  each applicable  Regulatory  Agency) or  instrumentality  or court,
domestic or foreign, having jurisdiction over the Trust or the Company or any of
its  subsidiaries  or  their  respective  properties  or  assets  (collectively,
"Governmental Entities"). As used herein, a "Repayment Event" means any event or
condition  which gives the holder of any note,  debenture  or other  evidence of
indebtedness (or any person acting on such holder's behalf) the right to require
the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Trust or the Company or any of its  subsidiaries  prior to its  scheduled
maturity.


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<PAGE>


            (xxvi) Absence of Labor Dispute. No labor dispute with the employees
of the Company or any of its  subsidiaries  exists or, to the  knowledge  of the
executive  officers  of the  Company,  is  imminent,  which,  in the  reasonable
judgment of the Company, is expected to result in a Material Adverse Effect.

            (xxvii)   Absence  of  Proceedings.   There  is  no  action,   suit,
proceeding,  inquiry or  investigation  before or  brought  by any  Governmental
Entity,  now  pending,  or,  to the  knowledge  of  the  Trust  or the  Company,
threatened,  against  or  affecting  the  Trust  or  the  Company  or any of its
subsidiaries,  which, in the reasonable  judgment of the Trust or the Company is
expected to result in a Material  Adverse  Effect or  materially  and  adversely
affect  the  consummation  of the  transactions  contemplated  by the  Operative
Documents  or the  performance  by the Trust or the  Company of its  obligations
hereunder or thereunder;  and the aggregate of all pending legal or governmental
proceedings  to which the Trust or the Company or any of its  subsidiaries  is a
party or of which any of their  respective  properties or assets is the subject,
including  ordinary routine litigation  incidental to the business,  are not, in
the  reasonable  judgment of the  Company or the Trust,  expected to result in a
Material Adverse Effect.

            (xxviii)  Absence  of  Further  Requirements.  No  filing  with,  or
authorization, approval, consent, license, order, registration, qualification or
decree  of,  any  Governmental  Entity,  other than those that have been made or
obtained, is necessary or required for the authorization, execution, delivery or
performance by the Trust or the Company of their  respective  obligations  under
the  Operative  Documents,  the  Subordinated  Debt  Securities  or the  Capital
Securities,  as applicable,  or the  consummation by the Trust or the Company of
the transactions contemplated by the Operative Documents.

            (xxix)  Possession of Licenses and Permits.  Each of the Trust,  the
Company and the  subsidiaries  of the Company  possesses  such permits,  orders,
certificates,   licenses,   approvals,   consents   and   other   authorizations
(collectively,  "Governmental  Licenses") issued by the appropriate Governmental
Entities  necessary  to conduct the business now operated by it that is material
to the Trust or the Company and its  subsidiaries  considered as one enterprise;
each of the  Trust,  the  Company  and the  subsidiaries  of the  Company  is in
compliance  with the terms and conditions of all of its  Governmental  Licenses,
except  where the  failure  so to  comply,  in the  reasonable  judgment  of the
Company,  is not expected to,  singularly or in the  aggregate,  have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force and
effect,  except when the invalidity of such Governmental Licenses or the failure
of such Governmental  Licenses to be in full force and effect, in the reasonable
judgment of the Company,  is not expected to have a Material Adverse Effect; and
none of the Trust,  the Company or any  subsidiary  of the Company has  received
notice of any proceeding,  and to the knowledge of the Trust, the Company or any
subsidiary of the Company, there has been no threatened proceeding,  relating to
the revocation, termination, suspension or modification of any such Governmental
Licenses which,  singularly or in the aggregate,  in the reasonable  judgment of
the Company or the Trust, is expected to result in a Material Adverse Effect.


                                       8
<PAGE>


            (xxx)  Title to  Property.  Each of the Trust,  the  Company and the
subsidiaries  of  the  Company  has  good  and  marketable  title  to all of its
respective  real and  personal  properties,  in each  case free and clear of all
liens,  encumbrances and defects,  except such as, in the reasonable judgment of
the Trust or the Company,  singularly or in the  aggregate,  are not expected to
result in a Material  Adverse Effect;  and all of the leases and subleases under
which the Trust,  the Company or any subsidiary of the Company holds  properties
are in full  force and  effect,  except  when the  failure  of such  leases  and
subleases  to be in full force and  effect,  in the  reasonable  judgment of the
Company,  singularly  or in the  aggregate,  is not  expected to have a Material
Adverse  Effect,  and none of the Trust,  the Company or any  subsidiary  of the
Company has any notice of any claim of any sort that has been asserted by anyone
adverse to the rights of the Trust, the Company or any subsidiary of the Company
under any of the leases or subleases  under which the Trust,  the Company or any
subsidiary  of the Company holds  properties,  or affecting or  questioning  the
rights of such entity to the  continued  possession  of the leased or  subleased
premises  under any such  lease or  sublease,  except  when such  claim,  in the
reasonable  judgment of the  Company,  singularly  or in the  aggregate,  is not
expected to have a Material Adverse Effect.

            (xxxi)  Stabilization.  The Company has not taken and will not take,
directly or  indirectly,  any action  designed  to, or that might be  reasonably
expected to, cause or result in  stabilization  or  manipulation of the price of
the Capital Securities.

            (xxxii) No General  Solicitation.  Neither  the Trust or the Company
nor any of their  Affiliates  (as defined in Rule 501(b)  under the 1933 Act) or
any person acting on its or any of their behalf (other than the Placement Agent,
as to whom the Offerors make no  representation)  has engaged or will engage, in
connection with the offering of the Capital  Securities,  in any form of general
solicitation or general  advertising within the meaning of Rule 502(c) under the
1933 Act.

            (xxxiii)  No  Directed  Selling  Efforts.  Neither  the Trust or the
Company nor any of their  Affiliates or any person acting on its or any of their
behalf  (other  than  the  Placement  Agent,  as to whom  the  Offerors  make no
representation)  has  engaged or will  engage in any  directed  selling  efforts
within the  meaning of  Regulation  S under the 1933 Act  ("Regulation  S") with
respect to the offering of the Capital Securities.

            (xxxiv) No  Registration.  Subject to  compliance  by the  Placement
Agent with the relevant  provisions of Section 6 hereof,  it is not necessary in
connection  with the offer,  sale and delivery of the Capital  Securities by the
Trust in the manner  contemplated  by this  Agreement  to  register  the Capital
Securities,  the  guarantee  as  described  in the  Guarantee  Agreement  or the
Subordinated  Debt Securities  under the 1933 Act or to qualify the Declaration,
the Guarantee  Agreement or the Indenture under the Trust Indenture Act of 1939,
as amended.

      (b) Any  certificate  signed  by any  Trustee  of the  Trust  or any  duly
authorized  officer of the Company or any of its  subsidiaries  and delivered to
the  Placement  Agent or to counsel  for the  Placement  Agent shall be deemed a
representation and warranty by the Trust or the Company,  as the case may be, to
the Placement Agent as to the matters covered thereby.


                                       9
<PAGE>


      SECTION 2. Sale and Delivery through Placement Agent; Closing.

      (a) The  Offerors  propose  to issue and sell the  Capital  Securities  on
December 19, 2003 (or such other date mutually agreed to by the Offerors and the
Placement  Agent) (the "Closing Date") to ALESCO  Preferred  Funding II, Ltd., a
newly formed company with limited liability  incorporated  under the laws of the
Cayman  Islands  (the  "Purchaser"),  pursuant  to  the  terms  of  the  Capital
Securities  Subscription  Agreement,  entered  into  on  the  date  hereof  (the
"Subscription Agreement"),  between the Offerors and the Purchaser. In addition,
the Offerors  agree that the Purchaser  shall be entitled to the benefit of, and
to rely on, the  provisions  of this  Agreement  to the extent  such  provisions
address or relate to the Purchaser or the Capital  Securities to be purchased by
the Purchaser.

      (b) The Offerors  hereby grant to the Placement  Agent the exclusive right
to arrange the placement of the Capital  Securities  with the Purchaser on their
behalf.  The  Placement  Agent  accepts  such  right and  agrees to use its best
efforts, on and prior to the Closing Date, to effect such placement.

      (c) Deliveries of certificates for the Capital Securities shall be made by
the Trust to or on behalf of the Purchaser at the offices of Sidley Austin Brown
& Wood LLP in The City of New York,  and payment of the  purchase  price for the
Capital  Securities shall be made by the Purchaser to the Trust by wire transfer
of   immediately   available   funds  to  a  bank   designated  by  the  Company
contemporaneous with closing on the Closing Date.

            Certificates for the Capital Securities in the aggregate liquidation
amount thereof shall be registered in the name of the Purchaser.

      (d) As  compensation  to the  Placement  Agent  for its  placement  of the
Capital  Securities and in view of the fact that the proceeds of the sale of the
Capital  Securities will be used to purchase the Subordinated Debt Securities of
the  Company,  the  Company  hereby  agrees  to pay on the  Closing  Date to the
Placement  Agent in  immediately  available  funds a  commission  of $25.00  per
Capital Security to be delivered by the Trust hereunder on the Closing Date.

      (e) In performing  its duties under this  Agreement,  the Placement  Agent
shall be  entitled  to rely upon any  notice,  signature  or  writing  which the
Placement  Agent  shall in good faith  believe to be genuine and to be signed or
presented by a proper party or parties.  The  Placement  Agent may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees either to it or the Purchaser.  In addition,  in connection
with the  performance of its duties under this  Agreement,  the Placement  Agent
shall not be liable for any error of judgment or any action  taken or omitted to
be taken  unless it was grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agent to expend or risk its own funds or
otherwise incur any financial liability on behalf of the Purchaser in connection
with the performance of any of its duties  hereunder.  The Placement Agent shall
be under no  obligation  to exercise any of the rights or powers vested in it by
this Agreement.

      SECTION 3. Notice of  Material  Events.  The  Offerors  covenant  with the
Placement Agent and the Purchaser  that,  prior to the completion of the initial
placement of the Capital  Securities  through the Placement  Agent, the Offerors
will immediately notify the Placement Agent, and confirm such notice in writing,
of any event or development that, in the reasonable  judgment of the Company, is
expected to result in a Material Adverse Effect.


                                       10
<PAGE>


      SECTION 4.  Payment of  Expenses.  Whether  or not this  Agreement  or the
Subscription  Agreement is terminated  or the sale of the Capital  Securities is
consummated,  the Company,  as borrower under the Subordinated  Debt Securities,
will pay all expenses  incident to the performance of its obligations under this
Agreement,  including  (i)  the  preparation,   issuance  and  delivery  of  the
certificates  for the Capital  Securities and  Subordinated  Debt Securities and
(ii) the fees and disbursements of the Company's counsel,  accountants and other
advisors; provided, however, that upon the sale of the Capital Securities on the
Closing Date, the Placement Agent agrees to reimburse the Offerors for such fees
and  expenses in the amount of $10,000,  and the Company  will pay all such fees
and expenses in excess of $10,000.  Notwithstanding the foregoing,  the fees and
disbursements of any trustee appointed under any of the Operative  Documents and
its counsel shall be paid as specified in the fee agreement  between the Company
and Wilmington Trust Company.

      SECTION 5. Conditions of Placement Agent's Obligations. The obligations of
the  Placement  Agent and the  Purchaser  on the Closing Date are subject to the
accuracy of the  representations  and  warranties  of the Offerors  contained in
Section 1 hereof or in  certificates  of any  Administrator  of the Trust or any
officer of the  Company or any of its  subsidiaries  delivered  pursuant  to the
provisions  hereof,  to the  performance  by the  Offerors of their  obligations
hereunder, and to the following further conditions:

      (a)  Opinion  of  Counsel  for the  Offerors.  On the  Closing  Date,  the
Placement  Agent and the Purchaser  shall have  received the favorable  opinion,
dated as of the Closing Date, of Lowenstein  Sandler PC, special counsel for the
Offerors,  in  substantially  the form set out in  Annex A  hereto,  in form and
substance  reasonably  satisfactory  to counsel for the  Placement  Agent.  Such
counsel may state that,  insofar as such opinion involves factual matters,  they
have relied, to the extent they deem proper, upon certificates of Administrators
of the Trust,  officers  of the  Company or any of its  subsidiaries  and public
officials.

      (b)  Opinion of Special  Delaware  Counsel  for the Trust.  On the Closing
Date,  the Placement  Agent and the Purchaser  shall have received the favorable
opinion,  dated as of the Closing  Date, of Morris,  James,  Hitchens & Williams
LLP, special  Delaware counsel for the Trust, in substantially  the form set out
in Annex B hereto, in form and substance reasonably  satisfactory to counsel for
the Placement Agent.

      (c) Opinion of Special Tax Counsel for the Offerors.  On the Closing Date,
the Placement Agent and the Purchaser  shall have received an opinion,  dated as
of the Closing  Date,  of  Lowenstein  Sandler  PC,  special tax counsel for the
Offerors, that (i) the Trust will be classified for United States federal income
tax  purposes  as a  grantor  trust  and  not  as an  association  taxable  as a
corporation   and  (ii)  the   Subordinated   Debt  Securities  will  constitute
indebtedness  of the Company for United States federal  income tax purposes,  in
substantially  the  form  set  out  in  Annex  C  hereto.  Such  opinion  may be
conditioned on, among other things,  the initial and continuing  accuracy of the
facts, financial and other information,  covenants and representations set forth
in certificates of officers of the Company and other documents  deemed necessary
for such opinion.


                                       11
<PAGE>


      (d)  Opinion  of  Counsel  to the  Guarantee  Trustee,  the  Institutional
Trustee,  the Delaware Trustee and the Indenture  Trustee.  On the Closing Date,
the Placement Agent and the Purchaser shall have received the favorable opinion,
dated as of the Closing Date, of Morris, James, Hitchens & Williams LLP, counsel
for the Guarantee Trustee,  the Institutional  Trustee, the Delaware Trustee and
the Indenture  Trustee,  in substantially the form set out in Annex D hereto, in
form and substance reasonably satisfactory to counsel for the Placement Agent.

      (e)  Certificates.  On the Closing Date,  there shall not have been, since
the date hereof or since the respective  dates as of which  information is given
in the 1934 Act Reports,  any Material  Adverse Effect,  and the Placement Agent
shall have received a certificate of the Chairman,  the Chief Executive Officer,
the President, any Executive Vice President or any Vice President of the Company
and of the Chief Financial  Officer or Chief  Accounting  Officer of the Company
and a  certificate  of an  Administrator  of the Trust,  dated as of the Closing
Date,  to the effect that (i) there has been no such  Material  Adverse  Effect,
(ii) the  representations  and  warranties  in  Section  1 hereof  were true and
correct  when made and are true and  correct  with the same  force and effect as
though expressly made on and as of the Closing Date, and (iii) the Offerors have
complied with all  agreements  and satisfied all  conditions on their part to be
performed or satisfied on or prior to the Closing Date.

      (f)  Maintenance of Ratings.  From the date of this Agreement  through the
Closing Date,  there shall not have  occurred a downgrading  in or withdrawal of
the rating  assigned to any debt securities or preferred stock of the Company or
any of  its  subsidiaries  by  any  "nationally  recognized  statistical  rating
organization,"  as that term is defined by the  Commission  for the  purposes of
Rule 436(g)(2) under the 1933 Act, and no such organization  shall have publicly
announced  that it has  under  surveillance  or  review  its  rating of any debt
securities or preferred stock of the Company or any of its subsidiaries.

      (g)  Purchaser's  Sale  of  Securities.  The  Purchaser  shall  have  sold
securities issued by it in such an amount that the net proceeds  therefrom shall
be available on the Closing Date and shall be sufficient to purchase the Capital
Securities  and  all  other  capital  securities  and  subordinated   debentures
contemplated  in  agreements  similar  to this  Agreement  and the  Subscription
Agreement.

      (h) Additional Documents. On the Closing Date, the Placement Agent and the
Purchaser  shall have been  furnished  such  documents  and opinions as they may
reasonably  request in  connection  with the issue,  sale and  placement  of the
Capital Securities; and all proceedings taken by the Offerors in connection with
the issuance, sale and placement of the Capital Securities shall be satisfactory
in form and substance to the Placement Agent and the Purchaser.

      (i) Termination of Agreement.  If any condition  specified in this Section
shall  not have  been  fulfilled  when and as  required  to be  fulfilled,  this
Agreement may be terminated by the Placement  Agent by notice to the Offerors at
any time on or prior to the Closing Date. If the sale of the Capital  Securities
provided  for  herein is not  consummated  because  any  condition  set forth in
Section 5(a),  (b), (c), (d), (e), (f) or (h) is not  satisfied,  because of any
termination  pursuant  to  Section  10(a)  hereof  or  because  of any  refusal,
inability or failure on the part of the Offerors to perform any agreement herein
or comply with any provision  hereof,  the Company will  reimburse the Placement
Agent  upon  demand  for  all  documented   out-of-pocket   expenses  (including
reasonable fees and  disbursements  of counsel) that shall have been incurred by
the  Placement  Agent in  connection  with the proposed  offering of the Capital
Securities.  In addition, such termination shall be subject to Section 4 hereof,
and Sections 7 and 8 hereof  shall  survive any such  termination  and remain in
full force and effect.


                                       12
<PAGE>


      SECTION 6. Offers and Sales of the Capital Securities.

      (a) Offer and Sale Procedures. The Placement Agent and the Offerors hereby
establish  and agree to observe the  following  provisions  with  respect to the
offer, issue, sale and placement of the Capital Securities:

            (i) Offers and Sales only to the Purchaser.  Offers and sales of the
Capital  Securities  will be made only to the  Purchaser  in a  transaction  not
requiring registration under the 1933 Act.

            (ii) No General  Solicitation.  No general  solicitation  or general
advertising  (within the meaning of Rule 502(c)  under the 1933 Act) has been or
will be used in connection with the offering of the Capital Securities.

            (iii) No  Directed  Selling  Efforts.  No directed  selling  efforts
(within the meaning of  Regulation  S) has been or will be used with  respect to
the offering of the Capital Securities.

            (iv) Purchaser Notification.  Prior to or contemporaneously with the
purchase of the Capital  Securities by the Purchaser,  the Placement  Agent will
take  reasonable  steps to inform the Purchaser that the Capital  Securities (A)
have not been and will not be registered  under the 1933 Act, (B) are being sold
to them without  registration under the 1933 Act in accordance with an exemption
from  registration  under  the  1933  Act and (C)  may not be  offered,  sold or
otherwise  transferred except in accordance with the legend set forth in Annex E
hereto.

      (b)  Covenants  of  the  Offerors.  Each  of  the  Offerors,  jointly  and
severally, covenant with the Placement Agent and the Purchaser as follows:

            (i) Due Diligence.  In connection with the initial  placement of the
Capital  Securities,  the Offerors agree that, prior to any offer or sale of the
Capital  Securities  through the Placement  Agent,  the Placement  Agent and the
Purchaser shall have the right to make reasonable inquiries into the business of
the Trust,  the Company and the  subsidiaries of the Company.  The Offerors also
agree to provide answers to the Placement Agent and the Purchaser, if requested,
concerning the Trust,  the Company and the  subsidiaries  of the Company (to the
extent that such  information is available or can be acquired and made available
without  unreasonable  effort or expense and to the extent the provision thereof
is not  prohibited  by  applicable  law) and the  terms  and  conditions  of the
offering of the Capital Securities and the Subordinated Debt Securities.

            (ii)  Integration.  The Offerors  agree that they will not, and will
cause  their  Affiliates  not to,  make any offer or sale of  securities  of the
Offerors of any class if, as a result of the doctrine of "integration"  referred
to in Rule 502 under the 1933 Act,  such offer or sale would render  invalid the
exemption from the registration requirements of the 1933 Act provided by Section
4(2) thereof or by Rule 144A or otherwise.


                                       13
<PAGE>


            (iii)  Restriction on  Repurchases.  Until the expiration of two (2)
years (or such shorter period as may hereafter be referred to in Rule 144(k) (or
similar successor rule)) after the original issuance of the Capital  Securities,
the Offerors will not, and will cause their Affiliates not to, purchase or agree
to purchase or otherwise  acquire any Capital  Securities  which are "restricted
securities"  (as such term is defined under Rule 144(a)(3)  under the 1933 Act),
whether as beneficial  owner or  otherwise,  unless,  immediately  upon any such
purchase,  the Offerors or any Affiliate shall submit such Capital Securities to
the Institutional Trustee for cancellation.

      SECTION 7. Indemnification.

      (a) Indemnification of the Placement Agent and the Purchaser.  Each of the
Offerors agree, jointly and severally,  to indemnify and hold harmless:  (x) the
Placement Agent and the Purchaser, (y) each person, if any, who controls (within
the  meaning  of  Section  15 of the 1933 Act or Section 20 of the 1934 Act) the
Placement Agent or the Purchaser (each such person, a "controlling  person") and
(z) the respective partners,  directors,  officers,  employees and agents of the
Placement Agent and the Purchaser or any such controlling person, as follows:

            (i) against any and all loss,  liability,  claim, damage and expense
whatsoever, as incurred,  relating to or arising out of, or based upon, in whole
or in part, (A) any untrue  statement or alleged untrue  statement of a material
fact  included in the 1934 Act  Reports,  or the  omission  or alleged  omission
therefrom of a material fact necessary in order to make the statements  therein,
in the light of the  circumstances  under which they were made, not  misleading;
(B) any untrue  statement or alleged untrue statement of material fact contained
in any information  (whether written or oral) or documents  executed in favor of
or furnished or made  available to the  Placement  Agent or the Purchaser by the
Offerors;  (C) any  omission  or alleged  omission  to state in any  information
(whether written or oral) or documents executed in favor of or furnished or made
available  to the  Placement  Agent or the  Purchaser by the Offerors a material
fact necessary to make the statements therein not misleading;  or (D) the breach
or alleged breach of any  representation,  warranty and agreement of any Offeror
contained herein or in the Subscription Agreement;

            (ii) against any and all loss, liability,  claim, damage and expense
whatsoever,  as  incurred,  to  the  extent  of the  aggregate  amount  paid  in
settlement  of  any  litigation,  or  any  investigation  or  proceeding  by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue  statement  or omission,  or any such alleged  untrue
statement or omission,  or breach or alleged breach of any such  representation,
warranty or agreement;  provided, that (subject to Section 7(c) hereof) any such
settlement is effected with the written consent of the Offerors; and


                                       14
<PAGE>


            (iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by the Placement Agent), reasonably
incurred in investigating, preparing or defending against any litigation, or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened,  or any claim  whatsoever  based upon any such untrue  statement  or
omission, or any such alleged untrue statement or omission, or breach or alleged
breach of any such representation, warranty or agreement, to the extent that any
such expense is not paid under (i) or (ii) above;

provided,  however,  that the Company  agrees to indemnify and hold harmless the
Trust against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, which is due from the Trust pursuant to the foregoing.

      (b) Actions against Parties;  Notification.  Each indemnified  party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially prejudiced as a result thereof, and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. Counsel to the indemnified parties shall be selected by the Placement
Agent. An  indemnifying  party may participate at its own expense in the defense
of any such action;  provided,  however,  that counsel to the indemnifying party
shall not (except with the consent of the indemnified  party) also be counsel to
the indemnified party. In no event shall the indemnifying  parties be liable for
fees and  expenses of more than one counsel (in  addition to any local  counsel)
separate from their own counsel for all  indemnified  parties in connection with
any  one  action  or  separate  but  similar  or  related  actions  in the  same
jurisdiction  arising out of the same general  allegations or circumstances.  No
indemnifying  party shall,  without the prior written consent of the indemnified
parties,  settle or  compromise  or  consent to the entry of any  judgment  with
respect  to  any  litigation,   or  any   investigation  or  proceeding  by  any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which  indemnification  or  contribution  could be sought  under this
Section 7 or Section 8 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

      (c) Settlement without Consent if Failure to Reimburse.  If at any time an
indemnified  party  shall  have  validly  requested  an  indemnifying  party  to
reimburse  the  indemnified  party  for  fees  and  expenses  of  counsel,  such
indemnifying  party  agrees  that it shall be liable for any  settlement  of the
nature  contemplated by Section 7(a)(ii) effected without its written consent if
(i) such  settlement  is entered  into more than 45 days  after  receipt by such
indemnifying party of the aforesaid request,  (ii) such indemnifying party shall
have received  notice of the terms of such  settlement at least 30 days prior to
such settlement being entered into and (iii) such  indemnifying  party shall not
have reimbursed such indemnified  party in accordance with such request prior to
the date of such settlement, provided, however, that an indemnifying party shall
not be liable  for any such  settlement  effected  without  its  consent if such
indemnifying  party (1) reimburses such indemnified  party with respect to those
fees and expenses of counsel that it determines in good faith are reasonable and
(2)  provides  written  notice  within 10 days after  receipt of the request for
reimbursement  to the  indemnified  party  substantiating  the unpaid balance as
unreasonable, in each case prior to the date of such settlement.


                                       15
<PAGE>


      SECTION  8.  Contribution.  In order  to  provide  for just and  equitable
contribution in circumstances  under which the  indemnification  provided for in
Section 7 hereof is for any reason held to be  unenforceable  for the benefit of
an indemnified party in respect of any losses,  liabilities,  claims, damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative  benefits  received by the Offerors,  on the
one hand, and the Placement  Agent,  on the other hand, from the offering of the
Capital Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not  permitted  by  applicable  law, in such  proportion  as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the  relative  fault of the  Offerors,  on the one hand,  and the
Placement Agent, on the other hand, in connection with the statements, omissions
or breaches  which  resulted in such  losses,  liabilities,  claims,  damages or
expenses, as well as any other relevant equitable considerations.

            The relative benefits received by the Offerors, on the one hand, and
the Placement  Agent,  on the other hand, in connection with the offering of the
Capital Securities  pursuant to this Agreement shall be deemed to be in the same
respective  proportions  as the  total net  proceeds  from the  offering  of the
Capital  Securities  pursuant  to this  Agreement  (before  deducting  expenses)
received  by the  Offerors  and the total  purchase  discounts  received  by the
Placement  Agent  bear  to the  aggregate  of such  net  proceeds  and  purchase
discounts.

            The Offerors and the Placement Agent agree that it would not be just
and equitable if contribution  pursuant to this Section 8 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the  equitable  considerations  referred  to  above  in this  Section  8. The
aggregate amount of losses,  liabilities,  claims, damages and expenses incurred
by an indemnified  party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses  reasonably  incurred by such indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement, omission or alleged omission or breach or alleged breach.

            Notwithstanding  the  provisions  of this  Section 8, the  Placement
Agent  shall not be  required  to  contribute  any amount in excess of the total
purchase discounts received by it.

            No person guilty of fraudulent misrepresentation (within the meaning
of Section  11(f) of the 1933 Act) shall be  entitled to  contribution  from any
person who was not guilty of such fraudulent misrepresentation.

            For purposes of this Section 8, the Purchaser,  each person, if any,
who controls the Placement Agent or the Purchaser  within the meaning of Section
15 of the 1933 Act or  Section 20 of the 1934 Act and the  respective  partners,
directors,  officers, employees and agents of the Placement Agent, the Purchaser
or any such controlling person shall have the same rights to contribution as the
Placement Agent, while each officer and director of the Company, each Trustee of
the Trust and each person,  if any, who controls the Company  within the meaning
of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Offerors.


                                       16
<PAGE>


      SECTION 9. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates  of officers  of the  Company or  Trustees  of the Trust  submitted
pursuant hereto shall remain  operative and in full force and effect,  and shall
survive delivery of the Capital Securities by the Trust.

      SECTION 10. Termination of Agreement.

      (a)  Termination;   General.   The  Placement  Agent  may  terminate  this
Agreement,  by notice to the  Offerors,  at any time on or prior to the  Closing
Date if, since the time of execution of this  Agreement  or, in the case of (i),
since  the  respective  dates as of which  information  is given in the 1934 Act
Reports,  (i) there has occurred any Material Adverse Effect,  or (ii) there has
occurred  any material  adverse  change in the  financial  markets in the United
States,  any outbreak of hostilities or escalation thereof or any other calamity
or crisis,  or any  change or  development  involving  political,  financial  or
economic conditions,  in each case the effect of which is such as to make it, in
the  judgment  of the  Placement  Agent,  impracticable  to market  the  Capital
Securities or to enforce  contracts for the sale of the Capital  Securities,  or
(iii) trading in any  securities of the Company has been suspended or limited by
the  Commission  or any  national  stock  exchange or market on or in which such
securities are traded or quoted,  or if trading  generally on the American Stock
Exchange,  the New York Stock  Exchange or the Nasdaq  National  Market has been
suspended or limited,  or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required,  by any of said exchanges or by
such  system  or by  order  of  the  Commission,  the  National  Association  of
Securities  Dealers  or any  other  governmental  authority,  or (iv) a  banking
moratorium has been declared by United States federal,  Delaware,  New Jersey or
New York authorities.

      (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such  termination  shall be without  liability  of any party to any other  party
except as provided in Section 4 and Section 5 hereof,  and provided further that
Sections 1, 7 and 8 hereof  shall  survive such  termination  and remain in full
force and effect.

      SECTION 11. Notices. All notices and other communications  hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given if  mailed  or
transmitted by any standard form of telecommunication.  Notices to the Placement
Agent shall be directed to Sandler  O'Neill & Partners,  L.P.,  as follows:  919
Third Avenue, 6th Floor, New York, New York 10022, Attention: Thomas W. Killian,
Principal,  with a copy to Sidley  Austin Brown & Wood LLP, 787 Seventh  Avenue,
New York,  New York 10019,  Attention:  Edward F.  Petrosky;  and notices to the
Offerors shall be directed to Center Bancorp,  Inc., 2455 Morris Avenue,  Union,
NJ 07083,  Attention:  Anthony C. Weagley, with a copy to Lowenstein Sandler PC,
65 Livingston Avenue and Becker Farm Road, Roseland,  NJ 07068-1791,  Attention:
Anthony O. Pergola.


                                       17
<PAGE>


      SECTION 12.  Parties.  This Agreement shall inure to the benefit of and be
binding upon each of the Placement  Agent and the Offerors and their  respective
successors.  Nothing  expressed or  mentioned  in this  Agreement is intended or
shall be  construed  to give any  person,  firm or  corporation,  other than the
Placement Agent, the Purchaser and the Offerors, and their respective successors
and the controlling persons and other persons referred to in Sections 1, 7 and 8
hereof and their heirs and legal representatives,  any legal or equitable right,
remedy or claim under or in respect of this  Agreement or any  provision  herein
contained.  This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive  benefit of the Placement  Agent, the Purchaser
and the Offerors and their respective  successors,  and said controlling persons
and other persons and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation.

      SECTION 13.  GOVERNING  LAW.  THIS  AGREEMENT  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.

            EACH OF THE TRUST AND THE COMPANY HEREBY IRREVOCABLY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION  OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
CITY OF NEW YORK IN CONNECTION  WITH ANY SUIT,  ACTION OR PROCEEDING  RELATED TO
THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY
DEFENSE OF LACK OF PERSONAL  JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUIT,  ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH COURT. EACH OF THE TRUST AND THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY
NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF  VENUE OF ANY SUCH  SUIT,  ACTION  OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

      SECTION 14. Disclosure of Tax Treatment and Tax Structure. Notwithstanding
anything herein to the contrary, any party to this Agreement (and each employee,
representative  or other agent of any party to this  Agreement)  may disclose to
any and all persons,  without  limitation of any kind, the tax treatment and tax
structure of the offering and all materials of any kind  (including  opinions or
other tax  analyses)  that are provided to it relating to such tax treatment and
tax structure.  However,  such information  relating to the tax treatment or tax
structure is required to be kept  confidential to the extent necessary to comply
with any applicable  federal or state  securities  laws. For this purpose,  "tax
structure"  means any facts  relevant to the federal income tax treatment of the
offering  contemplated  by this  Agreement  but  does  not  include  information
relating to the identity of the Offeror.

      SECTION  15.  Effect of  Headings.  The  Section  headings  herein are for
convenience only and shall not affect the construction hereof.


                                       18
<PAGE>


      If  the  foregoing  is  in  accordance  with  your  understanding  of  our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among the Placement Agent and the Offerors in accordance with its terms.

                                           Very truly yours,

                                           CENTER BANCORP, INC.


                                           By:______________________________
                                              Name:
                                              Title:



                                           CENTER BANCORP STATUTORY TRUST II


                                           By:______________________________
                                              Name:
                                              Title: Administrator


CONFIRMED AND ACCEPTED,
as of the date first above written:


SANDLER O'NEILL & PARTNERS, L.P.

By:      Sandler O'Neill & Partners, L.P.,
         the sole general partner


         By:   ___________________________
               Name:
               Title:


<PAGE>

                                                                         ANNEX A


      Pursuant to Section 5(a) of the Placement  Agreement,  special counsel for
the Offerors shall deliver an opinion in substantially the following form:

      1. The Company is incorporated and is validly existing as a corporation in
good standing under the laws of the State of New Jersey.

      2. The  Company  has  corporate  power and  authority  to (i)  execute and
deliver,  and to perform its obligations under, the Operative Documents to which
it is a party and (ii) issue and perform its obligations  under the Subordinated
Debt Securities.

      3. The Company is  registered  as a bank  holding  company  under the Bank
Holding Company Act of 1956, as amended.

      4.  (i)  Each  Significant  Subsidiary  is  validly  existing  and in good
standing under the laws of the jurisdiction of its organization; and (ii) to the
best of our knowledge, all of the issued and outstanding shares of capital stock
of each Significant  Subsidiary are owned of record by the Company,  directly or
through other subsidiaries.

      5. The deposit  accounts of each of the bank subsidiary of the Company are
insured by the Federal  Deposit  Insurance  Corporation up to the maximum amount
allowable under applicable law and, to the best of our knowledge,  no proceeding
for the termination of such insurance is pending or threatened.

      6. Each of the Company and its  subsidiaries  (i) is duly  qualified to do
business as a foreign corporation and is in good standing under the laws of each
jurisdiction  which  requires  such  qualification  wherein  it owns  or  leases
properties or conducts  business and (ii) holds all  approvals,  authorizations,
orders,  licenses,   certificates  and  permits  from  governmental  authorities
necessary  for the conduct of its  business,  except  where the failure to be so
qualified  or  to  hold  such  approvals,   authorizations,   orders,  licenses,
certificates  and/or permits would not,  singularly or in the aggregate,  have a
Material Adverse Effect.

      7. No consent, approval, authorization or order of or filing, registration
or  qualification  with any  Governmental  Entity is  required  under any law or
regulation  of the United States or the states in which the Company and any bank
subsidiary  of the Company is organized in  connection  with the  authorization,
execution, delivery and performance by the Company of the Operative Documents or
the  Subordinated  Debt  Securities  and the  consummation  of the  transactions
contemplated thereby except as have already been obtained or made.

      8. Each of the Placement Agreement and the Subscription Agreement has been
duly  authorized,  executed  and  delivered  by the Company  and,  assuming  due
authorization,  execution and delivery by the Placement Agent and the Purchaser,
respectively,  constitutes  a  valid  and  binding  instrument  of the  Company,
enforceable  against the Company in accordance with its terms,  except as rights
to indemnity and contribution  thereunder may be limited under applicable law or
public policy,  and subject to the qualifications  that (i) enforcement  thereof
may  be  limited  by  bankruptcy,  insolvency,   receivership,   reorganization,
liquidation,  voidable preference,  moratorium or other laws (including the laws
of  fraudulent  conveyance  and  transfer) or judicial  decisions  affecting the
enforcement of creditors'  rights generally or the  reorganization  of financial
institutions  and (ii) the  enforceability  of the  obligations  of the  Company
thereunder  is subject to general  principles of equity  (regardless  of whether
such  enforceability  is  considered in a proceeding in equity or at law) and to
the effect of certain  laws and judicial  decisions  upon the  availability  and
enforceability  of  certain   remedies,   including  the  remedies  of  specific
performance and self-help.


                                      A-1
<PAGE>


      9. The Declaration has been duly authorized, executed and delivered by the
Company and the Administrators.

      10.  Each of the  Guarantee  Agreement  and the  Indenture  has been  duly
authorized,   executed,   and  delivered  by  the  Company  and,   assuming  due
authorization, execution and delivery by the Guarantee Trustee and the Indenture
Trustee,  respectively,  constitutes  a  valid  and  binding  instrument  of the
Company, enforceable against the Company in accordance with its terms, except as
rights to indemnity and contribution  thereunder may be limited under applicable
law or public policy,  and subject to the  qualifications  that (i)  enforcement
thereof may be limited by bankruptcy, insolvency, receivership,  reorganization,
liquidation,  voidable preference,  moratorium or other laws (including the laws
of  fraudulent  conveyance  and  transfer) or judicial  decisions  affecting the
enforcement of creditors'  rights generally or the  reorganization  of financial
institutions and (ii) the enforceability of the Company's obligations thereunder
is  subject  to  general  principles  of  equity  (regardless  of  whether  such
enforceability  is  considered  in a proceeding  in equity or at law) and to the
effect  of  certain  laws  and  judicial  decisions  upon the  availability  and
enforceability  of  certain   remedies,   including  the  remedies  of  specific
performance and self-help.

      11.  The  Subordinated  Debt  Securities  have  been duly  authorized  for
issuance  by  the  Company   pursuant  to  the  Indenture  and,  when  executed,
authenticated and delivered in the manner provided for in the Indenture and paid
for in accordance  with the  subscription  agreement  therefor,  will constitute
valid and  binding  obligations  of the  Company  and will  entitle  the holders
thereof to the  benefits of the  Indenture,  enforceable  against the Company in
accordance  with their  terms,  except as rights to indemnity  and  contribution
thereunder may be limited under applicable law or public policy,  and subject to
the  qualifications  that (i) enforcement  thereof may be limited by bankruptcy,
insolvency,  receivership,  reorganization,  liquidation,  voidable  preference,
moratorium  or other  laws  (including  the laws of  fraudulent  conveyance  and
transfer) or judicial  decisions  affecting the enforcement of creditors' rights
generally  or  the  reorganization  of  financial   institutions  and  (ii)  the
enforceability  of the  Company's  obligations  thereunder is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and to the effect of certain laws and judicial
decisions  upon  the  availability  and   enforceability  of  certain  remedies,
including the remedies of specific performance and self-help.

      12. The execution,  delivery and  performance of the Operative  Documents,
the Subordinated Debt Securities and the Capital Securities,  as applicable,  by
the Company and the Trust and the  consummation  by the Company and the Trust of
the transactions  contemplated by the Operative Documents,  as applicable,  will
not  result in any  violation  of the  charter  or bylaws of the  Company or any
subsidiary of the Company, the Declaration,  the Trust Certificate, the terms of
any  indenture  or other  agreement or  instrument  known to such counsel and to
which  the  Company  or any of its  subsidiaries  is a  party  or  bound  or any
judgment,  order or decree of any Governmental  Entity having  jurisdiction over
the Company or any of its subsidiaries,  or any law or administrative regulation
of any state applicable to the Company or any of the subsidiaries.


                                      A-2
<PAGE>


      13. Assuming (i) the accuracy of the representations  and warranties,  and
compliance  with the  agreements,  contained in the Placement  Agreement and the
Subscription  Agreement  and (ii) that the  Capital  Securities  are sold in the
manner  contemplated  by, and in accordance with, the Placement  Agreement,  the
Subscription  Agreement and the  Declaration,  it is not necessary in connection
with the offer, sale and delivery of the Capital  Securities by the Trust to the
Purchaser to register the Capital  Securities,  the  Guarantee  Agreement or the
Subordinated Debt Securities under the 1933 Act or to qualify an indenture under
the Trust Indenture Act of 1939, as amended.

      14.  Neither the Company nor the Trust is, and,  following the issuance of
the Capital Securities and the consummation of the transactions  contemplated by
the Operative Documents and the application of the proceeds  therefrom,  neither
the  Company  nor  the  Trust  will  be,  an  "investment   company"  or  entity
"controlled"  by an  "investment  company",  in each case  within the meaning of
Section 3(a) of the 1940 Act, without regard to Section 3(c) of such Act.

In  rendering  such  opinions,  such  counsel  may (A) state that its opinion is
limited  to the laws of New York,  the laws of the State of New  Jersey  and the
Federal  laws of the  United  States and (B) rely as to  matters  involving  the
application of laws of any  jurisdiction  other than New York, New Jersey or the
United States,  to the extent deemed proper and specified in such opinion,  upon
the opinion of other  counsel of good  standing  believed to be reliable and who
are  satisfactory to you and as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and public officials.


                                      A-3
<PAGE>

                                                                         ANNEX B

      Pursuant to Section  5(b) of the  Placement  Agreement,  special  Delaware
counsel for the Trust shall  deliver an opinion in  substantially  the following
form:

      1. The Trust has been duly formed and is validly existing in good standing
as a statutory trust under the Delaware Act.

      2. The  Declaration  constitutes  a valid and  binding  obligation  of the
Sponsor  and  Trustees  party  thereto,  enforceable  against  such  Sponsor and
Trustees in accordance with its terms.

      3. Under the Delaware Act and the Declaration, the Trust has the requisite
trust power and  authority (i) to own its  properties  and conduct its business,
all as described in the  Declaration,  (ii) to execute and deliver,  and perform
its obligations under, the Operative  Documents to which it is a party, (iii) to
authorize,  issue, sell and perform its obligations under its Capital Securities
and Common  Securities,  and (iv) to  purchase  and hold the  Subordinated  Debt
Securities.

      4. The Capital  Securities  have been duly  authorized for issuance by the
Trust and,  when  issued,  executed and  authenticated  in  accordance  with the
Declaration  and  delivered  against  payment  therefor in  accordance  with the
Declaration and the Subscription Agreement,  will be validly issued and, subject
to  the   qualifications  set  forth  in  paragraph  5  below,  fully  paid  and
nonassessable  undivided beneficial interests in the assets of the Trust and the
holders of the Capital  Securities will be entitled to the benefits  provided by
the Declaration.

      5. Each holder of Capital Securities,  in such capacity,  will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note, however, that the holders of the Capital Securities may be
required to make  payment or provide  indemnity  or security as set forth in the
Declaration.

      6. Under the Declaration and the Delaware Act, the issuance of the Capital
Securities and Common Securities is not subject to preemptive rights.

      7. The Common  Securities  have been duly  authorized  for issuance by the
Trust and,  when issued and  executed in  accordance  with the  Declaration  and
delivered  against  payment  therefor in accordance with the Declaration and the
subscription  agreement  therefor,  will be validly issued undivided  beneficial
interests  in the assets of the Trust and the  holders of the Common  Securities
will be entitled to the benefits provided by the Declaration.

      8. Under the  Declaration and the Delaware Act, the execution and delivery
by the  Trust  of the  Operative  Documents  to  which  it is a  party,  and the
performance  by  the  Trust  of  its  obligations  thereunder,  have  been  duly
authorized by the requisite trust action on the part of the Trust.


                                      B-1
<PAGE>


      9. The issuance and sale by the Trust of its Capital Securities and Common
Securities,  the  execution,  delivery  and  performance  by  the  Trust  of the
Operative Documents to which it is a party, the consummation by the Trust of the
transactions  contemplated by the Operative  Documents to which it is party, and
the compliance by the Trust with its  obligations  thereunder are not prohibited
by  (i)  the  Declaration  or  the  Trust  Certificate,   or  (ii)  any  law  or
administrative regulation of the State of Delaware applicable to the Trust.

      10. No authorization,  approval, consent or order of any Delaware court or
Delaware governmental authority or Delaware agency is required to be obtained by
the Trust  solely in  connection  with the issuance and sale by the Trust of its
Capital Securities and Common Securities,  the due authorization,  execution and
delivery by the Trust of the  Operative  Documents to which it is a party or the
performance  by the Trust of its  obligations  under the Operative  Documents to
which it is a party.

      11. The holders of the Capital  Securities  (other than those  holders who
reside or are  domiciled  in the State of Delaware)  will have no liability  for
income  taxes  imposed  by the  State of  Delaware  solely  as a result of their
participation  in the Trust, and the Trust will not be liable for any income tax
imposed by the State of Delaware.


                                      B-2
<PAGE>

                                                                         ANNEX C

      Pursuant to Section 5(c) of the Placement  Agreement,  special tax counsel
for the Offerors shall deliver an opinion in substantially the following form:

      We have acted as special tax counsel to Center Bancorp, Inc., a New Jersey
corporation (the  "Company"),  in connection with the offering by Center Bancorp
Statutory  Trust II (the "Trust") of 5,000 MMCapSSM  (liquidation  amount $1,000
per  capital  security)  (the  "Capital  Securities").  This  opinion  letter is
furnished  pursuant to Section 5(c) of the Placement  Agreement,  dated December
12, 2003, between the Company, the Trust and you.

      In arriving at the  opinions  expressed  below we have  examined  executed
copies of (i) the Amended and Restated  Declaration  of Trust of the Trust dated
the date  hereof (the  "Declaration"),  and (ii) the  Indenture  relating to the
issuance of the Floating Rate Junior  Subordinated Debt Securities due 2034 (the
"Subordinated Debt  Securities"),  dated as of the date hereof (the "Indenture")
(together,   the  "Operative  Documents").   In  addition,  we  have  made  such
investigations of law and fact as we have deemed  appropriate as a basis for the
opinion expressed below.

      It is our opinion that,  under current law and assuming the performance of
the Operative  Documents in accordance  with the terms  described  therein,  the
Subordinated  Debt  Securities  will be treated for United States federal income
tax purposes as indebtedness of the Company.

      It is our  opinion  that the Trust will be  classified  for United  States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation.

      Our  opinion  is based  on the  U.S.  Internal  Revenue  Code of 1986,  as
amended,  Treasury regulations  promulgated  thereunder,  and administrative and
judicial interpretations thereof, all as of the date hereof and all of which are
subject to change,  possibly on a retroactive  basis. In rendering this opinion,
we are expressing our views only as to the federal income tax laws of the United
States of America.


                                      C-1
<PAGE>


                                                                         ANNEX D

      Pursuant  to  Section  5(d) of the  Placement  Agreement,  counsel  to the
Guarantee  Trustee,  the  Institutional  Trustee,  the Delaware  Trustee and the
Indenture Trustee shall deliver an opinion in substantially the following form:

      1. Wilmington Trust Company ("WTC") is a Delaware banking corporation with
trust powers, duly incorporated, validly existing and in good standing under the
laws of the State of Delaware,  with requisite  corporate power and authority to
execute and deliver, and to perform its obligations under, the Declaration,  the
Guarantee   Agreement  and  the  Indenture   (collectively,   the   "Transaction
Documents").

      2. The execution,  delivery,  and  performance  by WTC of the  Transaction
Documents  have been duly  authorized by all necessary  corporate  action on the
part of WTC, and the Transaction Documents have been duly executed and delivered
by WTC.

      3. The execution, delivery and performance of the Transaction Documents by
WTC and the consummation of any of the transactions by WTC contemplated  thereby
are not  prohibited  by (i) the  charter  or  bylaws  of  WTC,  (ii)  any law or
administrative  regulation  of the State of  Delaware  or the  United  States of
America governing the banking and trust powers of WTC, or (iii) to our knowledge
(based and  relying  solely on the  Officer  Certificates),  any  agreements  or
instruments to which WTC is a party or by which WTC is bound or any judgments or
order applicable to WTC.

      4. The Subordinated Debt Securities delivered on the date hereof have been
authenticated  by due  execution  thereof and  delivered  by WTC,  as  Indenture
Trustee, in accordance with the Indenture.  The Capital Securities  delivered on
the date hereof have been  authenticated by due execution  thereof and delivered
by WTC, as Institutional Trustee, in accordance with the Declaration.

      5.  None  of  the  execution,  delivery  and  performance  by  WTC  of the
Transaction  Documents and the  consummation  of any of the  transactions by WTC
contemplated thereby requires the consent, authorization,  order or approval of,
the  withholding  of  objection  on the part of,  the  giving of notice  to, the
registration  with  or the  taking  of any  other  action  in  respect  of,  any
governmental authority or agency, under any law or administrative  regulation of
the State of Delaware or the United States of America  governing the banking and
trust  powers of WTC,  except for the filing of the Trust  Certificate  with the
Office  of the  Secretary  of State of the  State of  Delaware  pursuant  to the
Delaware Act (which filing has been duly made).


                                      D-1

<PAGE>

                                                                         ANNEX E

      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,  HEREIN  AGREES TO OFFER,  SELL OR OTHERWISE  TRANSFER  SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO
YEARS (OR SUCH  SHORTER  PERIOD OF TIME AS  PERMITTED  BY RULE 144(k)  UNDER THE
SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL  ISSUANCE HEREOF AND
(Z) THE LAST DATE ON WHICH THE TRUST OR ANY  AFFILIATE  (AS  DEFINED IN RULE 405
UNDER THE  SECURITIES  ACT) OF THE TRUST WAS THE HOLDER OF THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT  CHANGE IN APPLICABLE LAW, ONLY (A)
TO THE  DEBENTURE  ISSUER OR THE  TRUST,  (B)  PURSUANT  TO RULE 144A  UNDER THE
SECURITIES ACT ("RULE 144A"),  TO A PERSON THE HOLDER  REASONABLY  BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) PURSUANT
TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED  INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED  INVESTOR,  FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT, (D)  PURSUANT TO OFFERS AND SALES TO NON-US  PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES  PURSUANT TO REGULATION S UNDER THE  SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
OF THE  SECURITIES  ACT,  SUBJECT TO THE RIGHT OF THE  DEBENTURE  ISSUER AND THE
TRUST  PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSE (C) OR (E)
ABOVE TO REQUIRE THE  DELIVERY OF AN OPINION OF  COUNSEL,  CERTIFICATION  AND/OR
OTHER  INFORMATION  SATISFACTORY  TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED
AND  RESTATED  DECLARATION  OF TRUST,  A COPY OF WHICH MAY BE OBTAINED  FROM THE
DEBENTURE  ISSUER OR THE TRUST.  THE HOLDER OF THIS  SECURITY OR ANY INTEREST OR
PARTICIPATION  HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF,  AS THE CASE MAY BE,
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


                                      E-1
<PAGE>

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

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

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


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