CERTIFICATE OF TRUST



                  The undersigned, the trustees of NB Capital Trust V,
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 V."

                  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