CERTIFICATE OF TRUST



                  The undersigned, the trustees of NB Capital Trust IV,
desiring to form a business trust pursuant to Delaware Business
Trust Act, 12 Del. C. ss. 3810, hereby certify as follows:

                  i.          The name of the business trust being formed
                              hereby (the "Trust") is "NB Capital Trust
                              IV."

                  ii.         The name and business address of the trustee
                              of the Trust which has its principal place of
                              business in the State of Delaware is as fol
                              lows:

                                      The Bank of New York (Delaware)
                                      White Clay Center, Route 273
                                      Newark, Delaware 19711

                  iii.        This Certificate of Trust shall be effective
                              as of the date of filing.

Dated: December 12, 1996





                                  /s/ JOHN E. MACK
                                  Name:  John E. Mack
                                  Title: Regular Trustee





                                  THE BANK OF NEW YORK (DELAWARE), as
                                  Trustee



                                  By:/s/ JOSEPH G. ERNST
                                        Name: Joseph G. Ernst
                                        Title: Assistant Vice President