CERTIFICATE OF TRUST
                                       OF
                              BVBC CAPITAL TRUST I


      THIS CERTIFICATE OF TRUST OF BVBC CAPITAL TRUST I (the "Trust"), dated as
of March 30, 2000, is being duly executed and filed by WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Delaware trustee, and Robert D. Regnier and
Mark A. Fortino, each an individual, as administrative trustees, to form a
business trust under the Delaware Business Trust Act (12 Del. C. ss.ss.
3801 et seq.)

      1.    NAME.  The  name  of the  business  trust  formed  hereby  is BVBC
Capital Trust I.

      2.    DELAWARE TRUSTEE.  The name and business address of the trustee of
the  Trust in the State of  Delaware  are  Wilmington  Trust  Company,  Rodney
Square  North,  1100 North  Market  Street,  Wilmington,  New  Castle  County,
Delaware 19890-0001, Attention:  Corporate Trust Administration.

      3.    EFFECTIVE  DATE.  This  Certificate  of Trust  shall be  effective
upon the date and timing of filing.

      4.    COUNTERPARTS.  This  Certificate  of Trust may be  executed in one
or more counterparts.

      IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

                                    WILMINGTON TRUST COMPANY,
                                    as Delaware trustee



                                    /s/ Kathleen A. Pedelini
                                    Name:  Kathleen A. Pedelini
                                    Title:  Administrative Account Manager



                                    /s/ Robert D. Regnier
                                    Robert D. Regnier, Administrative Trustee



                                    /s/ Mark A. Fortino
                                    Mark A. Fortino, Administrative Trustee