EXHIBIT 4.5

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

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

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CERTIFICATE NUMBER                  NUMBER OF PREFERRED SECURITIES
     P-1



                               CUSIP NO. ________

                  CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                               BNB CAPITAL TRUST

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


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

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

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

                         BNB CAPITAL TRUST
                         By:________________________
                         Name: Donald M. Karp
                         Administrator



COUNTERSIGNED AND REGISTERED:

BANKERS TRUST COMPANY,
as Securities Registrar

By:___________________________
Name:
Authorized Signatory

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                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:
 
     -----------------------------------------------------------------------
                   (Insert assignee's social security or tax
                             identification number)
     -----------------------------------------------------------------------
                                        
     -----------------------------------------------------------------------
                   (Insert address and zip code of assignee)

     and irrevocably appoints
                             -----------------------------------------------

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

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

     Date:
          ----------------

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

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

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