8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) February 4, 1997


                           FLEET FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                  RHODE ISLAND
                 (State or other jurisdiction of incorporation)


       1-6366                                         05-0341324
   (Commission File Number)                   (IRS Employer Identification No.)


                      One Federal Street, Boston, MA 02110
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 617-292-2000



          (Former name or former address, if changed since last report)









Item 5.  Other Events.

     Pursuant  to the  terms  and  subject  to the  conditions  set  forth  in a
Prospectus  dated  December  30, 1996 and  accompanying  Letters of  Transmittal
(which together constituted the "Offer"),  Fleet Financial Group, Inc. ("Fleet")
and Fleet Capital Trust I, a Delaware  statutory  business  trust (the "Trust"),
offered to exchange 8.00% Trust Originated  Preferred  Securities SM ("TOPrSSM")
(the  "Preferred  Securities"),   representing  preferred  undivided  beneficial
interests  in the  assets of the Trust,  for any and all of  Fleet's  depositary
shares  ("Depositary  Shares"),  each representing a 1/10 interest in a share of
Series V 7.25% Perpetual  Preferred Stock, not owned by Fleet. The Offer expired
on January 30,  1997.  Prior to the  expiration  of the Offer,  3,349,905 of the
11,000,000  Depositary  Shares  outstanding  and not owned by Fleet were validly
tendered and accepted for  exchange,  resulting in the Trust  issuing  3,349,905
Preferred  Securities on February 4, 1997,  to the holders of Depositary  Shares
tendered.

     Fleet owns all of the  Common  Securities  (the  "Common  Securities,"  and
together with the Preferred  Securities,  the "Trust  Securities")  representing
undivided  beneficial  interests  in the assets of the  Trust.  Upon an event of
default  under the  Trust's  Amended  and  Restated  Declaration  of Trust  (the
"Declaration"),  the holders of Preferred Securities will have a preference over
the holders of the Common  Securities with respect to payments of  distributions
and payments upon  redemption,  liquidation and otherwise.  The Trust exists for
the sole  purpose of issuing the Trust  Securities  and  investing  the proceeds
thereof in $86,338,075 principal amount of 8.00% Junior Subordinated  Debentures
due  2027  (the  "Junior   Subordinated   Debentures")  of  Fleet.   The  Junior
Subordinated  Debentures  will mature on  February  15,  2027,  which may be (i)
shortened to a date not earlier  than April 15, 2001 or (ii)  extended to a date
not later than  February 15, 2046 (such date,  as so shortened or extended,  the
"Stated  Maturity"),  in each case  subject to  satisfying  certain  conditions,
including, in the event of a shortening of the maturity date, the prior approval
of the Board of Governors of the Federal  Reserve  System (the "Federal  Reserve
Board"),  if such  approval  is  then  required  under  applicable  law,  rules,
guidelines or policies.

     The Preferred Securities and Junior Subordinated Debentures were registered
under a  Registration  Statement  on Form S-4  (No.  333-16001)  filed  with the
Securities and Exchange Commission (the "Registration Statement").

     Holders of the Preferred Securities are entitled to receive cumulative cash
distributions  at an annual rate of 8.00% of the  liquidation  amount of $25 per
Preferred  Security,  accruing  from  January 31, 1997 and payable  quarterly in
arrears  on March  31,  June 30,  September  30 and  December  31 of each  year,
commencing March 31, 1997  ("distributions"),  subject to any Extension  Periods
(as defined herein).  In addition,  holders of the Preferred  Securities will be
entitled to an additional  cash  distribution  at the rate of 7.25% per annum of
the liquidation amount thereof from January 15, 1997 through the Expiration Date
("Pre-Issuance  Interest")  in lieu of  dividends  accumulating  and unpaid from
January  15,  1997 on  their  Depositary  Shares  accepted  for  exchange,  such
additional  distribution  to be made on March 31,  1997 to holders of  Preferred
Securities   on  the  record  date  for  such   distribution.   The  payment  of
distributions out of moneys held by the Trust and payments on liquidation of the
Trust or the  redemption of Preferred  Securities  are  guaranteed by Fleet (the
"Guarantee").  The Guarantee covers payments of distributions and other payments
on the  Preferred  Securities  if and to the  extent  that the  Trust  has funds
available  therefor,  which will not be the case unless Fleet has made a payment
of interest or principal or other payments on the Junior Subordinated Debentures
held by the Trust as its sole asset.  The  Guarantee,  when taken  together with
Fleet's  obligations  under the Junior  Subordinated  Debentures and the related
Indenture and its obligations  under the Declaration,  including its liabilities
to pay costs,  expenses,  debts and  obligations  of the Trust  (other than with
respect to the Trust Securities),  provide a full and unconditional guarantee of
amounts due on the Preferred Securities.

     The  obligations of Fleet under the Guarantee are subordinate and junior in
right of payment to all other  liabilities of Fleet and rank pari passu with the
most senior  preferred  stock issued,  from time to time, if any, by Fleet.  The
obligations of Fleet under the Junior  Subordinated  Debentures are  subordinate
and junior in right of payment to all present and future Senior Indebtedness and
Other Financial  Obligations (each as defined in the Registration  Statement) of
Fleet,  which  aggregated  approximately  $4.0 billion (holding company only) at
September 30, 1996,  and rank pari passu with Fleet's  other  general  unsecured
creditors.  In  addition,  because  Fleet  is  a  holding  company,  the  Junior
Subordinated Debentures are effectively  subordinated to all existing and future
liabilities of Fleet's subsidiaries, including depositors.

     With the exception of Pre-Issuance  Interest, so long as Fleet shall not be
in default in the  payment of interest  on the Junior  Subordinated  Debentures,
Fleet has the right to defer  payments of  interest  on the Junior  Subordinated
Debentures by extending the interest  payment period on the Junior  Subordinated
Debentures at any time for up to 20 consecutive  quarters  (each,  an "Extension
Period"),  provided  that an Extension  Period may not extend  beyond the Stated
Maturity of the Junior  Subordinated  Debentures.  If interest  payments  are so
deferred,  distributions  on the  Preferred  Securities  will also be  deferred.
During  such  Extension  Period,  distributions  will  continue  to accrue  with
interest  thereon (to the extent  permitted by applicable law) at an annual rate
of 8.00%  percent  per annum  compounded  quarterly,  and during  any  Extension
Period,  holders of Preferred  Securities  will be required to include  deferred
interest  income in their  gross  income for United  States  federal  income tax
purposes in advance of receipt of the cash  distributions  with  respect to such
deferred interest payments. There could be multiple Extension Periods of varying
lengths throughout the term of the Junior Subordinated Debentures.

     The Trust  Securities will be subject to mandatory  redemption (i) in whole
but  not  in  part,  on  the  Stated  Maturity  upon  repayment  of  the  Junior
Subordinated Debentures, at a redemption price equal to the principal amount of,
plus accrued interest on, the Junior Subordinated Debentures,  (ii) in whole but
not in part,  prior to  April  15,  2001,  contemporaneously  with the  optional
prepayment by Fleet of the Junior Subordinated  Debentures,  upon the occurrence
and continuation of a Special Event (as defined in the Registration  Statement),
at a redemption  price equal to the Special Event  Prepayment  Price (as defined
herein),  and  (iii)  in  whole  or  in  part,  on  or  after  April  15,  2001,
contemporaneously   with  the  optional   prepayment  by  Fleet  of  the  Junior
Subordinated Debentures,  at a redemption price equal to the Optional Prepayment
Price (as defined herein).

     The Junior  Subordinated  Debentures will be prepayable prior to the Stated
Maturity  at the  option of Fleet (i) at any time  prior to April 15,  2001,  in
whole but not in part, upon the occurrence and  continuation of a Special Event,
at a prepayment  price (the "Special Event  Prepayment  Price") equal to 104% of
the principal  amount thereof from the  Expiration  Date through April 14, 1998,
declining  ratably on each  April 15  thereafter  to 100% on or after  April 15,
2001,  or (ii) on or after April 15, 2001,  in whole or in part, at a prepayment
price (the "Optional  Prepayment  Price") equal to 100% of the principal  amount
thereof,  plus,  in  either  case,  accrued  interest  thereon  to the  date  of
prepayment.

     Fleet will have the right at any time to liquidate  the Trust and cause the
Junior  Subordinated  Debentures to be  distributed  to the holders of the Trust
Securities.  Any such  redemption  or  distribution  of the Junior  Subordinated
Debentures may require the prior approval of the Federal  Reserve Board, if such
approval is then required under  applicable law, rules,  guidelines or policies.
In  the  event  of the  involuntary  or  voluntary  dissolution,  winding-up  or
termination  of the Trust,  the  holders  of the  Preferred  Securities  will be
entitled to receive for each Preferred Security a liquidation amount of $25 plus
accrued and unpaid  distributions  thereon  (including  interest thereon) to the
date of  payment,  unless,  in  connection  with such  dissolution,  the  Junior
Subordinated  Debentures  are  distributed  to  the  holders  of  the  Preferred
Securities.

Item 7.  Financial Statements and Exhibits.

                The following exhibits are filed as part of this report:

   Item 601
Exhibit Table
  Reference                 Exhibit Title

     1         Dealer  Manager  Agreement  dated  December 30, 1996 by and among
               Fleet, the Trust and Merrill Lynch & Co., Merrill Lynch,  Pierce,
               Fenner & Smith Incorporated and Smith Barney Inc.

     4(a)      Amended and Restated  Declaration of Trust of Fleet Capital Trust
               I dated  February 4, 1997  between  Fleet and The First  National
               Bank of Chicago, as Trustee.

     4(b)      Indenture  dated  December 11, 1996  between  Fleet and The First
               National Bank of Chicago,  as Trustee  (incorporated by reference
               to Exhibit 4(b) to Fleet's Form 8-K dated December 11, 1996).

     4(c)      Second  Supplemental  Indenture  dated  February 4, 1997  between
               Fleet and The First National Bank of Chicago, as Trustee.

     4(d)      Form of Preferred Security (included in Exhibit 4(a)).

     4(e)      Form of Junior Subordinated Debenture (included in Exhibit 4(c)).

     4(f)      Preferred  Securities  Guarantee  dated  February 4, 1997 between
               Fleet and The First National Bank of Chicago, as Trustee.


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.

                                   FLEET FINANCIAL GROUP, INC.




                                   By: /s/William C. Mutterperl
                                       -----------------------------------------
                                          William C. Mutterperl
                                          Senior Vice President, Secretary
                                            and General Counsel


Date:  February 11, 1997

EX-1

                                                               Exhibit 1


          
                            DEALER MANAGER AGREEMENT




                                                              December 30, 1996




MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York  10281-1329

SMITH BARNEY INC.
388 Greenwich Street
New York, New York  10013


Ladies and Gentlemen:

     Fleet Capital Trust I (the "Trust"),  a statutory  business trust organized
under the  Business  Trust  Act (the  "Delaware  Act") of the State of  Delaware
(Chapter  38,  Title 12 of the  Delaware  Code,  12 Del. C. ss. 3801 et.  seq.),
pursuant to the Amended and Restated  Declaration  of Trust of the Trust,  to be
dated as of the Exchange  Date (as defined  herein) (the  "Declaration"),  among
Fleet Financial Group, Inc. (the "Company"), as Sponsor, The First National Bank
of Chicago,  as  institutional  trustee  (the  "Institutional  Trustee"),  First
Chicago Delaware Inc., as Delaware trustee (the "Delaware Trustee"),  and Eugene
M. McQuade,  Douglas L. Jacobs and John R. Rodehorst,  as regular  trustees (the
"Regular Trustees" and together with the Institutional  Trustee and the Delaware
Trustee,  the  "Trustees"),  and the  holders  from  time  to time of  undivided
beneficial  interests  in the  assets of the Trust,  proposes  to issue its 8.0%
Trust Originated Preferred SecuritiesSM ("TOPrSSM") (the "Preferred Securities")
in exchange for up to 11,000,000  depositary  shares (the "Target  Securities"),
each  representing  1/10 of a share of Series 7.25%  Perpetual  Preferred  Stock
(liquidation  preference  equivalent of $25 per  depositary  share)  ("Preferred
Stock")  of the  Company.  The  Preferred  Securities  will be  guaranteed  (the
"Guarantee")  by the  Company  to the extent  described  in the  Prospectus  (as
hereinafter defined).  The exchange described above is herein referred to as the
"Exchange Offer" and any exchange of Preferred  Securities for Target Securities
pursuant  to the  Exchange  Offer is herein  referred  to as an  "Exchange".  In
connection  with the  Exchange  Offer,  the Company will deposit in the Trust as
trust assets its 8.0% Junior  Subordinated  Deferrable  Interest  Debentures due
February  15,  2027 (the  "Debentures")  as set forth in the  Prospectus,  to be
issued  pursuant to an Indenture,  dated December 11, 1996,  between the Company
and The First National Bank of Chicago as trustee (the "Indenture Trustee"),  as
supplemented  by a  Supplemental  Indenture to be dated as of the Exchange  Date
(the  "Supplemental  Indenture"),  between the Company and the Indenture Trustee
(collectively, the "Indenture").


- ------------------------
SM "Trust  Originated  Preferred  Securities"  and "TOPrS" are service  marks of
Merrill Lynch & Co., Inc.


     Each of the  Company  and the Trust  hereby  confirms  its  agreement  with
Merrill Lynch & Co. and Smith Barney Inc. (the "Dealer Managers") as follows:

     1. Registration Statement,  Prospectus and Offering Materials.  The Company
and the  Trust  have  prepared  and  filed  with  the  Securities  and  Exchange
Commission (the "Commission"), under the Securities Act of 1933, as amended (the
"Securities  Act"), and the rules and regulations of the Commission  promulgated
thereunder (the "Securities Act Regulations"),  a registration statement on Form
S-4 covering the registration of the Preferred Securities, the Guarantee and the
Debentures,  including the related preliminary prospectus,  and will prepare and
file,  on or  prior  to the  effective  date  of  such  registration  statement,
amendments to such registration  statement,  including a final prospectus.  Each
prospectus used before the time such registration statement becomes effective is
herein called a "preliminary prospectus". Such registration statement, including
the exhibits  thereto and any documents  incorporated by reference  therein,  as
amended  at  the  time  it  becomes  effective  or  as  thereafter   amended  or
supplemented from time to time, is herein called the  "Registration  Statement".
The final  prospectus  included in the  Registration  Statement  (including  any
documents  incorporated  in the  prospectus  by  reference) is herein called the
"Prospectus",  except  that if the  final  prospectus  furnished  to the  Dealer
Managers  for use in  connection  with  the  Exchange  Offer  differs  from  the
prospectus  set  forth  in the  Registration  Statement  (whether  or  not  such
prospectus  is  required  to be  filed  pursuant  to Rule  424  (b)),  the  term
"Prospectus"  shall  refer  to the  final  prospectus  furnished  to the  Dealer
Managers for such use. The terms "supplement" and "amendment" or "amend" as used
herein with respect to the Prospectus  shall include all documents  deemed to be
incorporated  by reference in the  Prospectus  that are filed  subsequent to the
date of the Prospectus and prior to the termination of the Exchange Offer by the
Company and the Trust with the Commission  pursuant to the  Securities  Exchange
Act of 1934,  as  amended,  and the  rules  and  regulations  of the  Commission
promulgated thereunder (collectively, the "Exchange Act").

     The  Registration  Statement,  Prospectus and the related  letters from the
Dealer  Managers  to  securities  brokers,  dealers,   commercial  banks,  trust
companies and other nominees, letters to beneficial owners of Target Securities,
letters of  transmittal  (the "Letters of  Transmittal"),  notices of guaranteed
delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements,
press releases and other offering  materials and information the Company may use
or prepare,  approve or authorize for use in connection with the Exchange Offer,
as amended or supplemented from time to time, are herein  collectively  referred
to as the "Offering Materials".

     2. Exchange Offer; Agreement to Act as Dealer Managers. (a) The Company and
the Trust intend to commence the Exchange Offer as soon as practicable after the
Registration  Statement  becomes  effective under the Securities Act by publicly
announcing  its  commencement  and by  mailing,  or  causing to be mailed on its
behalf, copies of the Prospectus, the related Letters of Transmittal and such of
the other  Offering  Materials  as is  required  or as the Company and the Trust
elect to each holder of Target  Securities (the date of the commencement of such
distribution being herein called the "Commencement Date").

          (b) The  Company  hereby  retains  the Dealer  Managers  to advise the
Company and the Trust with respect to the terms and timing of the Exchange Offer
and to assist them in the preparation of the Offering  Materials and retains and
authorizes  the  Dealer  Managers  to act as dealer  managers  and to assist the
Company and the Trust with the  solicitation of Exchanges (each a "Solicitation"
and collectively the  "Solicitations").  On the basis of the representations and
warranties  and  agreements  of the Company and the Trust herein  contained  and
subject to and in  accordance  with the terms and  conditions  hereof and of the
Offering  Materials,  the Dealer  Managers  agree to advise the  Company and the
Trust with respect to the terms and timing of the Exchange Offer, to assist them
in the  preparation  of the  Offering  Materials,  to act as dealer  managers in
connection  with the Exchange Offer and to assist the Company and the Trust with
the  Solicitations.  The  Dealer  Managers  agree to use their  reasonable  best
efforts to solicit Exchanges.

          (c) The  Company  shall  furnish  the  Dealer  Managers,  or cause the
transfer  agent  or  registrar  for the  Target  Securities  (respectively,  the
"Transfer  Agent" and  "Registrar") to furnish the Dealer  Managers,  as soon as
practicable after the date hereof (to the extent not previously furnished), with
cards or lists in reasonable  quantities or copies thereof  showing the names of
persons  who were the  holders  of record  or, to the  extent  available  to the
Company,  the  beneficial  owners of the Target  Securities as of a recent date,
together  with their  addresses,  and the number of shares of Target  Securities
held by them. Additionally, the Company shall use its reasonable best efforts to
update, or to cause the Transfer Agent or Registrar to update,  such information
from  time to time  during  the  term of  this  Agreement  as may be  reasonably
requested by the Dealer  Managers.  Except as  otherwise  provided  herein,  the
Dealer  Managers  agree  to use such  information  only in  connection  with the
Solicitations.   The  Dealer   Managers   shall  act  hereunder  as  independent
contractors  and nothing herein  contained shall make the Dealer Managers agents
of the Company or any of its  subsidiaries  or the Trust in connection  with any
Solicitation.  Nothing  contained in this Agreement shall  constitute the Dealer
Managers  partners  of or  joint  venturers  with  the  Company  or any of their
subsidiaries or the Trust.

          (d) The Company and the Trust authorize the Dealer Managers to use the
Offering  Materials in connection with the  Solicitations and for such period of
time as any Offering Materials are required by law to be delivered in connection
therewith.  The  Dealer  Managers  shall  not have any  obligation  to cause any
Offering  Materials  to be  transmitted  generally  to the holders of the Target
Securities.  The Dealer  Managers agree not to give any written  information and
not to  make  any  representations  to  holders  of  the  Target  Securities  in
connection  with  any  Solicitation  other  than as  contained  in the  Offering
Materials.

          (e) The  Company  and the  Trust  authorize  the  Dealer  Managers  to
communicate  with any information  agent (the  "Information  Agent") or exchange
agent (the "Exchange Agent") appointed by the Company and/or the Trust to act in
such  capacity in  connection  with the  Exchange  Offer with respect to matters
relating to the Exchange Offer.

          (f) The Company and the Trust agree that any  reference  to the Dealer
Managers in any Offering  Materials or in any  newspaper  announcement  or press
release  or other  public  document  or  communication  is subject to the Dealer
Managers' prior consent, which consent shall not be unreasonably withheld.

     3.  Compensation.  (a)  The  Company  hereby  agrees  to pay to the  Dealer
Managers for services rendered and to be rendered by them in connection with the
Exchange Offer a fee (the "Management  Fee") equal to $0.125 per share of Target
Securities  validly  submitted for exchange and not withdrawn in connection with
the Exchange Offer.  The Management Fee shall be paid only if the Exchange Offer
is  consummated,  and shall be paid within one week of the  consummation  of the
Exchange Offer. The Management Fee shall be divided 70% to Merrill Lynch and 30%
to Smith Barney Inc. (as to each, its "Proportionate Share").

          (b) The Company agrees to pay, or cause to be paid to, each soliciting
dealer (including any Dealer Managers acting as a soliciting  dealer) whose name
has been inserted in the space  provided in the Letter of  Transmittal  for that
purpose a fee (the  "Soliciting  Dealer Fee") equal to $0.50 per share of Target
Securities   ($0.25  per  share  of  Target   Securities  with  respect  to  the
solicitation of beneficial  holders of 10,000 or more shares) validly  submitted
for exchange and not withdrawn in connection with the Exchange Offer;  provided,
however,  that no such fee  shall be paid  with  respect  to  Target  Securities
tendered,  directly or indirectly,  by soliciting  dealers for their own account
and such fee shall not be remitted, in whole or in part, to the beneficial owner
of such Target  Securities.  The Soliciting Dealer Fee shall be paid only if the
Exchange Offer is consummated and shall be paid to the soliciting dealers within
one week of the consummation of the Exchange Offer.

     4.  Expenses,  Reimbursement.  The Company  agrees to reimburse  the Dealer
Managers directly for all of their reasonable out-of-pocket expenses incurred in
connection  with  the  Exchange  Offer,  including,   without  limitation,   the
reasonable  fees and  expenses of the law firm  acting as legal  counsel for the
Dealer Managers.

     5. Certain Covenants of the Trust and the Company.  Each of the Company and
the Trust covenants jointly and severally with the Dealer Managers:

          (a) To use  reasonable  efforts to cause the  Registration  Statement,
including any  post-effective  amendment  thereto,  to become effective and will
notify the Dealer  Managers  as soon as  practicable  and, if  requested  by the
Dealer Managers, will confirm the notice in writing, (i) when any post-effective
amendment to the  Registration  Statement  shall have become  effective,  or any
supplement  to the  Prospectus  or any  amended  Prospectus  or any  amended  or
additional  Offering Materials shall have been filed, (ii) of the receipt of any
comments  from the  Commission  relating  to the  Exchange  Offer,  (iii) of any
request  by the  Commission  to amend  the  Registration  Statement  or amend or
supplement  the  Prospectus or the other  Offering  Materials or for  additional
information  relating to the Exchange  Offer and (iv) of (A) the issuance by the
Commission of any stop order  suspending the  effectiveness  of the Registration
Statement  or (B) the  issuance by the  Commission  of any order  preventing  or
suspending the use of any of the Offering Materials or (C) the suspension of the
qualification  of the  Preferred  Securities  for offering or sale in connection
with  the  Exchange  Offer  in  any  jurisdiction  or  (D)  the  institution  or
threatening of any proceedings for any of such purposes or (E) the occurrence of
any event  which  could  cause the  Company or the Trust to  withdraw,  rescind,
terminate or modify the Exchange  Offer or would permit the Company or the Trust
to exercise any right not to accept the Target  Securities  tendered pursuant to
the Exchange Offer. The Company and the Trust will make every reasonable  effort
to prevent  the  issuance  of any such stop  order,  the  issuance  of any order
preventing or suspending  such use and the suspension of any such  qualification
and,  if any such  order is issued or  qualification  suspended,  to obtain  the
lifting of such order or suspension at the earliest practicable time.

          (b) Prior to the termination of the Exchange Offer, before amending or
supplementing the Registration Statement or the Prospectus, to furnish copies of
drafts to, and consult  with,  the Dealer  Managers and their  counsel  within a
reasonable  time in advance of filing with the  Commission  of any  amendment or
supplement to the Registration  Statement,  the Prospectus or the other Offering
Materials.  Neither the Company nor the Trust shall file any such  amendment  or
supplement  to which the Dealer  Managers  shall  reasonably  object in writing;
provided,  however,  that the foregoing  shall not apply to any of the Company's
filings  with the  Commission  required to be filed  pursuant to Section  13(a),
13(c), 14 or 15(d) of the Exchange Act, copies of which such filings the Company
will  cause  to be  delivered  to  the  Dealer  Managers  promptly  after  being
transmitted for filing with the Commission.

          (c) To  furnish  promptly  to each  of the  Dealer  Managers,  without
charge,  one signed copy of the Registration  Statement,  all amendments thereto
and any other filing with the Commission in connection  with the Exchange Offer,
whether filed before or after the Registration Statement becomes effective.

          (d) To furnish promptly to the Dealer Managers,  without charge,  from
time to time until the effective  date of the  Registration  Statement,  as many
copies of each  preliminary  prospectus  as the Dealer  Managers may  reasonably
request,  and the Company and the Trust hereby consent to the use of such copies
for purposes  permitted by the  Securities Act and the Exchange Act. The Company
will furnish  promptly to the Dealer  Managers,  without charge,  as soon as the
Registration  Statement  shall  have  become  effective  and  during  the period
mentioned in the second sentence of paragraph (e) below such number of copies of
the Prospectus and the other Offering  Materials (as supplemented or amended) as
the Dealer  Managers may  reasonably  request and will cause all  amendments and
supplements  filed with the  Commission to be  distributed  to holders of Target
Securities as may be required by the Securities Act and the Exchange Act.

          (e) To comply in all material  respects with the  Securities  Act, the
Exchange  Act and the  Trust  Indenture  Act of 1939,  as  amended  (the  "Trust
Indenture Act"), in connection with the Offering  Materials,  the Exchange Offer
and the transactions  contemplated hereby and thereby, as applicable.  If at any
time when the Prospectus is required by the Securities Act or Exchange Act to be
delivered in connection with any  Solicitation or Exchange any event shall occur
or condition shall exist as a result of which it is necessary, in the reasonable
opinion of counsel  for the Dealer  Managers  or counsel for the Company and the
Trust, to amend the Registration Statement or amend or supplement the Prospectus
or any other  Offering  Materials  in order  that the  Prospectus  or such other
Offering  Materials  will not include an untrue  statement of a material fact or
omit to state a material fact  necessary in order to make the  statements in the
Prospectus or such other Offering  Materials,  in the light of the circumstances
under which they were made, not  misleading or if, in the reasonable  opinion of
either such counsel,  it shall be necessary to amend the Registration  Statement
or amend or supplement the Prospectus or any other Offering  Materials to comply
with the requirements of the Securities Act or Exchange Act, the Company and the
Trust will promptly prepare,  file with the Commission,  subject to Section 5(b)
of this Agreement,  and furnish,  at its own expense, to the Dealer Managers and
to the dealers  (whose names and address will be furnished to the Company by the
Dealer  Managers) to which Preferred  Securities may have been  exchanged,  such
amendment or supplement as may be necessary to correct such untrue  statement or
omission or to make the  Registration  Statement or the Prospectus or such other
Offering Materials comply with such requirements.

          (f) To endeavor,  in cooperation with the Dealer Managers,  to qualify
the Preferred  Securities for offering and sale in connection  with the Exchange
Offer under the applicable  securities or Blue Sky laws of such jurisdictions as
the  Company  and the Trust may elect and to  maintain  such  qualifications  in
effect for such time as may be required  for the  consummation  of the  Exchange
Offer;  provided,  however,  that  neither  the  Company  nor the Trust shall be
obligated  to file any general  consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so  qualified  or to  subject  itself to  taxation  in  respect  of doing
business in any  jurisdiction in which it is not otherwise so subject;  provided
further that the Dealer  Managers  shall not be obligated to solicit  tenders in
jurisdictions  where the  Preferred  Securities  are not qualified for offer and
sale. The Company and the Trust will file such  statements and reports as may be
required by the laws of each jurisdiction in which the Preferred Securities have
been qualified as above provided.

          (g) To  make  generally  available  to the  holders  of the  Preferred
Securities and the Debentures as soon as practicable, but in any event not later
than 45 days after the end of the fiscal quarter of the Company during which the
first anniversary of the effective date of the Registration Statement occurs (or
90 days in case the period covered  corresponds to a fiscal year of the Company)
an earnings  statement of the Company (in form  complying with the provisions of
Rule 158 of the Securities Act) covering such twelve-month period.

          (h) To use its  reasonable  best  efforts to effect the listing of the
Preferred  Securities  on the New  York  Stock  Exchange  ("NYSE"),  subject  to
official notice of issuance, as soon as practicable after the date hereof.

          (i) To timely file any report or other  document  required to be filed
by the Company or the Trust with the Commission pursuant to Section 13, 14 or 15
of the Exchange Act during the period of time referred to in the second sentence
of Section 5(e) hereof.

          (j) Subject to Section  4(a) of this  Agreement,  to pay all costs and
expenses  incurred in connection  with the  performance  of its  obligations  in
connection  with  this  Agreement  and  the  Solicitations  including,   without
limitation,  (i)  the  preparation,  printing  and  filing  of the  Registration
Statement (including financial statements and exhibits), as originally filed and
as amended, the preliminary prospectuses,  the Prospectus and the other Offering
Materials and any amendments or  supplements  to any of the  foregoing,  and the
cost of furnishing  copies thereof to the Dealer Managers,  (ii) the preparation
and  distribution of this Agreement and any Blue Sky surveys and the printing of
certificates  for  the  Preferred  Securities,  (iii)  the  distribution  of the
Offering Materials to the holders of the Target Securities,  (iv) the reasonable
fees and  disbursements of counsel to the Company and the Trust,  counsel to the
Dealer  Managers  and  the  Company's  and  the  Trust's  accountants,  (v)  the
qualification of the Preferred  Securities under the applicable  securities laws
in accordance  with Section 5(f) of this  Agreement and any filing for review of
the  Exchange  Offer  with  the  NASD  (including   filing  fees  and  fees  and
disbursements  of counsel for the Dealer Managers in connection with such filing
with the NASD), (vi) the fees and expenses of the Transfer Agent, the Registrar,
the Trustees,  the Indenture Trustee (as defined herein),  the trustee under the
Guarantee (the  "Guarantee  Trustee"),  the  Information  Agent and the Exchange
Agent and (vii) all other  costs  and  expenses  incident  to the  Solicitations
incurred by the Trust and the Company and its  subsidiaries.  The Company agrees
to pay all of the aforementioned  costs and expenses whether or not the Exchange
Offer is consummated.

          (k) To  advise  or cause  the  Exchange  Agent to  advise  the  Dealer
Managers  at 5:00  P.M.,  New York City  time,  or as  promptly  as  practicable
thereafter,  daily (or more frequently if requested),  by telephone or facsimile
transmission,  as of 4:00 P.M.  on such day with  respect  to Target  Securities
tendered as follows:

               (i) the number of shares of Target  Securities  validly  tendered
represented by certificates  physically held by the Exchange Agent (or for which
the Exchange Agent has received  confirmation of receipt of book-entry  transfer
of such Target  Securities  into the  Exchange  Agent's  account at a Depository
Institution (as defined in the Prospectus)  pursuant to the procedures set forth
in the Exchange Offer) on such day;

               (ii) the  number of shares of Target  Securities  represented  by
Notices of Guaranteed Delivery on such day;

               (iii)  the  number  of  shares  of  Target  Securities   properly
withdrawn on such day;

               (iv) the  cumulative  number of shares  of Target  Securities  in
categories (i) through (iii) above.

     On the day following such oral communication,  the Company shall furnish or
cause the  Exchange  Agent to furnish to the  Dealer  Managers a written  report
confirming the above information which has been communicated orally. The Company
shall furnish or cause the Exchange Agent to furnish to the Dealer Managers such
reasonable information on the tendering holders of Targeted Securities as may be
requested from time to time.

          (l) To give the Dealer Managers notice of any change of the expiration
time of the Exchange Offer (the "Expiration Time").

     6. Representations and Warranties of the Company and the Trust. Each of the
Company and the Trust jointly and severally  represent and warrant to and agrees
with each of the Dealer Managers that:

          (a)  Compliance  with  Registration  Requirements.   Each  preliminary
prospectus filed as part of the Registration Statement as originally filed or as
part of any amendment  thereto,  or filed pursuant to Rule 424 of the Securities
Act, will comply when so filed,  in all material  respects,  as to form with the
Securities Act and the Exchange Act; the  Registration  Statement at the time it
becomes  effective and the Prospectus and any other Offering  Materials,  on the
Commencement Date and on the date on which the Company commences delivery of the
Preferred  Securities  for  exchange  of the Target  Securities  pursuant to the
Exchange Offer (such date, the "Exchange  Date"),  will comply,  in all material
respects,  as to form with the Securities Act and the Exchange Act; each part of
the  Registration  Statement when such part becomes  effective will not contain,
and each such part,  as amended,  if  applicable,  will not contain,  any 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 not misleading;  and
as of the Commencement Date and the Exchange Date, none of the Prospectus or the
other  Offering  Materials or any  amendments  or  supplements  to such Offering
Materials will contain any untrue  statement of a material fact or omit to state
a material fact necessary in order to make the statements  therein, in the light
of the circumstances under which they were made, not misleading, except that the
representations  and warranties set forth in this Section 6 (a) do not apply (A)
to statements or omissions  made based upon and in conformity  with  information
supplied  in writing by either of the Dealer  Managers  through  Merrill  Lynch,
Pierce,  Fenner  & Smith  Incorporated  expressly  for  use in the  Registration
Statement,  Prospectus,  any  other  Offering  Materials  or any  amendments  or
supplements  to any of the  foregoing  or (B) to that  part of the  Registration
Statement that  constitutes the Statements of Eligibility and  Qualification  on
Form T-1 (the "Forms  T-1") under the Trust  Indenture  Act of the trustee  (the
"Indenture  Trustee") under the Indenture (as defined herein),  as institutional
trustee  under the  Declaration  (as defined  herein)  and as trustee  under the
Guarantee.

          (b) Incorporated Documents. The documents incorporated or deemed to be
incorporated by reference in the Registration  Statement and the Prospectus,  at
the time they were or hereafter are filed with the Commission, complied and will
comply in all material  respects with the  requirements  of the Exchange Act and
the rules and  regulations  of the  Commission  thereunder  (the  "Exchange  Act
Regulations")  and,  when  read  together  with  the  other  information  in the
Prospectus, at the time the Registration Statement became effective, at the date
hereof,  at the time the Prospectus was issued and at the Exchange Date, did not
and will not contain 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 not misleading.

          (c)  Independent  Accountants.   The  accountants  who  certified  the
financial  statements  and  supporting  schedules  included in the  Registration
Statement are independent  public  accountants as required by the Securities Act
and the Securities Act Regulations.

          (d) Financial  Statements.  The financial  statements  included in the
Registration  Statement and the Prospectus,  together with the related schedules
and  notes,  present  fairly  the  financial  position  of the  Company  and its
consolidated   subsidiaries   at  the  dates  indicated  and  the  statement  of
operations,  stockholders'  equity  and  cash  flows  of  the  Company  and  its
consolidated  subsidiaries for the periods specified;  said financial statements
have been prepared in conformity with generally accepted  accounting  principles
("GAAP")  applied on a consistent  basis  throughout the periods  involved.  The
supporting  schedules,  if any,  included in the Registration  Statement present
fairly in accordance  with GAAP the  information  required to be stated therein.
The selected  financial data and the summary financial  information  included in
the  Prospectus  present  fairly the  information  shown  therein  and have been
compiled on a basis  consistent  with that of the audited  financial  statements
included in the Registration Statement.

          (e) No Material Adverse Change in Business. Since the respective dates
as of  which  information  is  given  in  the  Registration  Statement  and  the
Prospectus,  except as otherwise stated therein,  (A) there has been no material
adverse  change in the  condition,  financial or otherwise,  or in the earnings,
business  affairs or business  prospects  of the  Company  and its  subsidiaries
considered as one  enterprise,  whether or not arising in the ordinary course of
business (a  "Material  Adverse  Effect"),  (B) there have been no  transactions
entered into by the Company or any of its subsidiaries,  other than those in the
ordinary course of business,  which are material with respect to the Company and
its  subsidiaries  considered  as one  enterprise,  and (C)  there  has  been no
dividend or  distribution  of any kind declared,  paid or made by the Company on
any class of its capital stock,  except for dividends paid by the Company in the
ordinary course of business consistent with past practice.

          (f)  Good  Standing  of the  Company.  Each  of the  Company  and  the
subsidiaries  of the  Company  listed on  Schedule A hereto,  (the  "Significant
Subsidiaries")  has  been  duly  incorporated  and  is  validly  existing  as  a
corporation or national  banking  association in good standing under the laws of
the  jurisdiction  in which it is chartered or  organized,  with full  corporate
power and authority to own its  properties and conduct its business as described
in the  Prospectus;  the Company is duly  qualified  to do business as a foreign
corporation  under  the  laws of the  State  of New  York  and  the  laws of the
Commonwealth  of  Massachusetts;  and neither  the  Company nor any  Significant
Subsidiary  is required to be qualified to do business as a foreign  corporation
under the laws of any other jurisdiction,  and the Company is duly registered as
a bank holding company under the Bank Holding Company Act of 1956, as amended.

          (g) Existence of Trust. The Trust has been duly created and is validly
existing in good  standing as a business  trust under the  Delaware  Act, is and
will be treated  as a "grantor  trust" for  federal  income tax  purposes  under
existing law, has the business trust power and authority to conduct its business
as presently  conducted and as described in the Prospectus,  and is not required
to be authorized to do business in any other jurisdiction.

          (h) Absence of Defaults and  Conflicts.  The execution and delivery by
the Company and the Trust of, and the  performance  by the Company and the Trust
of their obligations  under,  this Agreement,  the execution and delivery by the
Company of, and the  performance by the Company of its  obligations  under,  the
Declaration,  the Guarantee and the Indenture,  the issuance and delivery by the
Trust of the Common Securities and Preferred  Securities and the consummation of
the Exchange Offer and the fulfillment of the terms herein contemplated will not
conflict  with or result in a breach  of any of the terms or  provisions  of, or
constitute  a default  under  (in each  case  material  to the  Company  and its
subsidiaries  (including  the  Trust)  considered  as a whole or as to the Trust
separately), any indenture, mortgage, deed of trust, loan agreement,  guarantee,
lease, financing agreement or other similar agreement or instrument to which the
Company or any of its subsidiaries  (including the Trust) is a party or by which
the  Company  or any of its  subsidiaries  (including  the Trust) is bound or to
which any of the  property or assets of the  Company or any of its  subsidiaries
(including the Trust) is subject,  nor will such actions result in any violation
of the provisions of the certificate of  incorporation or by-laws of the Company
or the  Declaration of the Trust,  nor will such actions result in any violation
(in each case material to the Company and its subsidiaries (including the Trust)
considered  as a whole or as to the  Trust  separately)  of any  statute  or any
order,  rule or  regulation  of any  court  or  regulatory  authority  or  other
governmental  body having  jurisdiction  over the Trust or the Company or any of
its  subsidiaries  or  any  of  their  properties;  and  no  consent,  approval,
authorization  or order of, or  qualification  with,  any  governmental  body or
agency is required for, and the absence of which would  materially  affect,  the
performance  by the  Company  and the  Trust of  their  obligations  under  this
Agreement,  the  issuance  and  delivery  of the  Preferred  Securities  and the
consummation  of the Exchange  Offer,  except such approvals as will be obtained
under the Securities Act, the Exchange Act or the Trust Indenture Act and as may
be required  by the  securities  or Blue Sky laws of the  various  states or the
securities laws of non-U.S. jurisdictions in connection with the Exchange Offer.

          (i) Common Securities. The Common Securities have been duly authorized
by the Declaration and, when issued and delivered by the Trust to the Company in
accordance with the terms of the  Declaration  and against  payment  therefor as
described in the Prospectus, will be validly issued and (subject to the terms of
the Declaration) fully paid and nonassessable  undivided beneficial interests in
the assets of the Trust; the issuance of the Common Securities is not subject to
preemptive  or other  similar  rights;  no holder  thereof  will be  subject  to
personal  liability by reason of being such a holder;  and at the Exchange Date,
all of the  issued  and  outstanding  Common  Securities  of the  Trust  will be
directly owned by the Company free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.

          (j)  Authorization  of  Declaration.  The  Declaration  has been  duly
authorized by the Company and duly qualified  under the Trust Indenture Act and,
when validly executed and delivered by the Company and the Regular Trustees, and
assuming the due authorization, execution and delivery of the Declaration by the
Delaware Trustee and the Institutional  Trustee, the Declaration will constitute
a  valid  and  binding  obligation  of the  Company  and the  Regular  Trustees,
enforceable  against the Company and the Regular Trustees in accordance with its
terms,  except as enforcement  thereof may be limited by bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium or similar laws affecting  enforcement of creditors'
rights  generally  and  except as  enforcement  thereof  is  subject  to general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law).

          (k) Guarantee.  The Guarantee has been duly  authorized by the Company
and duly qualified under the Trust Indenture Act and, when validly  executed and
delivered by the Company, and assuming due authorization, execution and delivery
of the Guarantee by the Guarantee  Trustee,  will constitute a valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its  terms,  except  as  enforcement  thereof  may  be  limited  by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganization,  moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

          (l)  Preferred  Securities.  The  Preferred  Securities  to be  issued
pursuant to the Exchange Offer have been duly authorized by the Declaration and,
when  authenticated in the manner provided for in the Declaration and issued and
delivered in exchange for Target  Securities  pursuant to the Exchange Offer and
this Agreement against payment of the  consideration  set forth herein,  will be
validly  issued and  (subject  to the terms of the  Declaration)  fully paid and
nonassessable  undivided  beneficial  interests in the assets of the Trust;  the
issuance  of the  Preferred  Securities  is not subject to  preemptive  or other
similar rights; and holders of Preferred Securities will be entitled to the same
limitation  of  personal   liability   extended  to   stockholders   of  private
corporations for profit  incorporated  under the General  Corporation Law of the
State of Delaware.

          (m) Authorization of Indenture. The Indenture has been duly authorized
by the Company and duly qualified  under the Trust  Indenture Act and, when duly
executed  and  delivered  by the Company  and  assuming  the due  authorization,
execution  and  delivery  of  the  Indenture  by  the  Indenture  Trustee,  will
constitute a valid and binding agreement of the Company, enforceable against the
Company in  accordance  with its terms,  except as  enforcement  thereof  may be
limited by  bankruptcy,  insolvency  (including,  without  limitation,  all laws
relating to fraudulent  transfers),  reorganization,  moratorium or similar laws
affecting  enforcement of creditors'  rights generally and except as enforcement
thereof is subject to generally and except as enforcement  thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

          (n) Authorization of Debentures. The Debentures to be deposited in the
Trust as trust  assets in  connection  with the  Exchange  Offer  have been duly
authorized by the Company,  and when executed,  authenticated  and issued in the
manner  provided for in the Indenture and delivered,  sold and paid for pursuant
to the  terms of the  Exchange  Offer and as  provided  in this  Agreement,  the
Debentures will constitute valid and binding obligations of the Company entitled
to the  benefits  of the  Indenture  and  enforceable  against  the  Company  in
accordance  with their terms,  except as  enforcement  thereof may be limited by
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent  transfers),  reorganization,  moratorium  or similar laws  affecting
enforcement of creditors' rights generally and except as enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered in a proceeding in equity or at law).

          (o)   Authorization  of  Agreement.   This  Agreement  has  been  duly
authorized, executed and delivered by the Company and the Trust.

          (p)  Absence of  Proceedings.  There is no action,  suit,  proceeding,
inquiry or investigation  before or brought by any court or governmental  agency
or body, domestic or foreign,  now pending,  or, to the knowledge of the Company
or the Trust,  threatened,  against or affecting the Company or any  subsidiary,
which is required to be disclosed in the  Registration  Statement (other than as
disclosed  therein),  or which  might  reasonably  be  expected  to  result in a
Material Adverse Effect, or which might reasonably be expected to materially and
adversely  affect the  properties or assets of the Company and its  subsidiaries
taken as a whole or the  consummation of the  transactions  contemplated in this
Agreement  or the  performance  by the  Company or the Trust of its  obligations
hereunder;  the aggregate of all pending legal or  governmental  proceedings  to
which  the  Company  or any  subsidiary  is a party  or of  which  any of  their
respective  property or assets is the  subject  which are not  described  in the
Registration Statement,  including ordinary routine litigation incidental to the
business,  could not  reasonably  be  expected  to result in a Material  Adverse
Effect.

          (q)   Possession  of  Licenses  and  Permits.   The  Company  and  its
subsidiaries  possess  such  permits,  licenses,  approvals,  consents and other
authorizations (collectively, "Governmental Licenses") issued by the appropriate
federal,  state,  local or foreign  regulatory  agencies or bodies  necessary to
conduct the business now operated by them, except for such Governmental Licenses
the absence of which would not cause a Material Adverse Effect;  the Company and
its  subsidiaries  are in compliance  with the terms and  conditions of all such
Governmental  Licenses,  except where the failure so to comply would not, singly
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 would not have a Material Adverse Effect;  and neither the
Company  nor any of its  subsidiaries  has  received  any notice of  proceedings
relating to the revocation or  modification  of any such  Governmental  Licenses
which,  singly or in the aggregate,  if the subject of an unfavorable  decision,
ruling or finding, would result in a Material Adverse Effect.

          (r) Investment  Company Act. Neither the Company nor the Trust is, and
after  giving  effect  to the  consummation  of the  Exchange  Offer  as  herein
contemplated  and the application of the net proceeds  therefrom as described in
the  Prospectus   neither  will  be,  an  "investment   company"  or  an  entity
"controlled"  by an  "investment  company"  as such  terms  are  defined  in the
Investment Company Act of 1940, as amended (the "1940 Act").

     7. Indemnification and Contribution.  (a) Each of the Company and the Trust
jointly and  severally  agrees:  (A) to indemnify  and hold the Dealer  Managers
harmless  against any loss,  damage,  expense,  liability or claim (i) which (1)
with respect to the Registration Statement, is caused by any untrue statement or
alleged untrue statement of a material fact contained therein or which is caused
by the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
(2) with respect to the Offering  Materials  or in any  amendment or  supplement
thereto,  is caused by any untrue  statement  or alleged  untrue  statement of a
material  fact  contained in such  Offering  Materials or which is caused by the
omission or alleged omission to state therein a material fact necessary in order
to make the statements  therein,  in the light of the circumstances  under which
they were made,  not  misleading,  except,  in any such  case,  as to any of the
Dealer Managers  insofar as such loss,  damage,  expense,  liability or claim is
caused by any such untrue  statement or omission or alleged untrue  statement or
omission based upon information relating to such Dealer Manager furnished to the
Company or the Trust in writing  through Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated expressly for use in the Registration Statement or in such Offering
Materials or (ii) which arises out of or is based upon a withdrawal,  rescission
or modification  of or a failure to make or consummate the Exchange  Offer;  and
(B) to indemnify and hold each of the Dealer Managers harmless against any other
loss,  damage,  expense,  liability or claim which otherwise arises out of or is
related to this Agreement or the Exchange Offer or the services  provided by the
Dealer Managers in connection with this Agreement or the Exchange Offer,  except
to the extent any such loss, damage, expense,  liability or claim referred to in
this  clause  (B)  is  found  by a  final  judgment  of  a  court  of  competent
jurisdiction to have resulted from such Dealer Manager's gross  negligence,  bad
faith or  willful  misconduct.  The  Company  and the  Trust  each  jointly  and
severally  agree to  indemnify  and hold each of the  Dealer  Managers  harmless
against and  reimburse  each of the Dealer  Managers for any and all  reasonable
expenses  (including  reasonable  legal fees and  expenses) as such expenses are
incurred by it in  connection  with  investigating,  preparing  for or defending
against  any such loss,  damage,  expense,  liability  or claim,  whether or not
resulting  in any  liability,  whether  or not such  person is a named  party in
connection therewith and whether or not such loss, damage, expense, liability or
claim results from action initiated or brought by or on behalf of the Company or
any of its subsidiaries (including the Trust), and any amount paid in settlement
of any litigation,  commenced or threatened,  or of any claim  whatsoever as set
forth herein if such  settlement is effected  with the prior written  consent of
the Company;  provided,  however, with respect to clause (B) above, that neither
the Company nor the Trust shall be liable for any of the foregoing  expenses and
any  amounts  previously  paid shall be  promptly  repaid to the extent that any
loss,  damage,  liability  or claim is found by a final  judgment  of a court of
competent  jurisdiction  to have  resulted  from  such  Dealer  Manager's  gross
negligence,  bad  faith or  willful  misconduct.  In the event  that you  become
involved in any capacity in any action,  proceeding or investigation  brought by
or against any person, including stockholders of the Company, in connection with
any matter  referred to in this  Agreement or arising out of the Exchange  Offer
for which you would be entitled  to  indemnification  pursuant to the  preceding
sentence,  the  Company  and the  Trust  also  agree to  indemnify  and hold you
harmless  against and to reimburse  you for any amount paid in settlement of any
litigation  commenced  or  threatened  or of any claim  whatsoever  as set forth
herein if such  settlement is effected  with the written  consent of the Company
and the Trust, which shall not be unreasonably  withheld.  The Company and Trust
also agree that none of the Dealer  Managers  shall have any liability  (whether
direct or indirect, in tort, contract or otherwise) to the Company or any of its
subsidiaries (including the Trust) or its or their security holders or creditors
related  to or  arising  out of this  Agreement  or the  Exchange  Offer  or the
services  provided by such Dealer  Manager in connection  with this Agreement or
the Exchange Offer, except (i) for failure to perform its obligations under this
Agreement,  (ii) to the extent such  liability is found by a final judgment of a
court of competent  jurisdiction  to have  resulted  from such Dealer  Manager's
gross negligence, bad faith or willful misconduct or (iii) as expressly provided
in the next succeeding paragraph.

     Each of the Dealer Managers agrees, severally and not jointly, to indemnify
and hold  harmless the Company and the Trust to the same extent as the foregoing
indemnity  from the Company and the Trust to the Dealer  Managers  contained  in
Section 7(a)(A)(i) above, but only with reference to information relating to the
Dealer  Managers  furnished  to the Company in writing  through  Merrill  Lynch,
Pierce,  Fenner  & Smith  Incorporated  expressly  for  use in the  Registration
Statement or the Offering Materials.

          (b) Promptly after receipt by a person  indemnified under this Section
7 of notice of any suit,  action,  proceeding or  investigation  with respect to
which an indemnified party may be entitled to  indemnification  hereunder,  such
indemnified  person shall notify the person  against whom such  indemnity may be
sought in writing of the commencement or the written assertion thereof;  but the
omission  so  to  notify  such  indemnifying   person  shall  not  relieve  such
indemnifying  person from any  liability  which it may have to such  indemnified
person unless the  indemnifying  person has been  materially  prejudiced by such
omission.  Following such  notification,  such indemnifying  person may elect in
writing to assume the defense of such suit, action,  proceeding or investigation
and, upon such election,  such  indemnifying  person shall not be liable for any
legal  costs  subsequently  incurred  by such  indemnified  person  (other  than
reasonable  costs  of  investigation  and  providing   evidence)  in  connection
therewith,  unless (i) such  indemnifying  person has failed to provide  counsel
reasonably  satisfactory  to such  indemnified  person in a timely manner,  (ii)
counsel  which  has  been  provided  by  such  indemnifying   person  reasonably
determines that its  representation of such indemnified  person would present it
with a  conflict  of  interest  or  (iii)  such  indemnified  person  reasonably
determines that there may be legal defenses  available to it which are different
from or in addition to those available to such indemnifying person. In the event
of a determination pursuant to clause (i), (ii) or (iii) above, such indemnified
person shall be entitled to retain separate counsel of their choice and the fees
and  expenses  of such  separate  counsel  shall be  borne by such  indemnifying
person.  Such indemnifying  person shall not in any event be liable for the fees
and  expenses of more than one separate  firm of  attorneys  (in addition to any
local counsel) for all the Dealer Managers in any one action or group of related
actions,  except as provided in the immediately  preceding sentence.  Whether or
not such indemnifying person shall have assumed the defense of any suit, action,
proceeding or  investigation,  the Company,  the Trust,  and the Dealer Managers
agree to  cooperate  in the defense  thereof  and shall  furnish  such  records,
information and testimony,  and attend such conferences,  discovery proceedings,
hearings,  trials and appeals,  as may be  reasonably  requested  in  connection
therewith.

          (c)  If  the  indemnification  provided  for  in  this  Section  7  is
unavailable to or  insufficient  to hold harmless an  indemnified  person to the
extent  provided under  subsection (a) above in respect of any losses,  damages,
expenses,  liabilities  or claims  referred  to therein,  then the  indemnifying
person shall contribute to the amount paid or payable by such indemnified person
as a result of such losses, damages, expenses, liabilities or claims (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company  and its  subsidiaries  (including  the  Trust) on the one hand and such
Dealer  Manager on the other from the Exchange  Offer or (ii) if the  allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in clause (i) but also the relative fault of the Company and its subsidiaries
(including  the Trust) on the one hand and such  Dealer  Manager on the other in
connection  with any statements or omissions or any other matters which resulted
in such losses, damages,  expenses,  liabilities or claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and its  subsidiaries  (including  the  Trust)  on the one hand and such  Dealer
Manager on the other shall be deemed to be in the same proportion as the maximum
aggregate  liquidation  preference of the Preferred Securities issuable pursuant
to the Exchange Offer bears to the maximum amount of fees payable to such Dealer
Manager.  The relative fault of the Company and its subsidiaries  (including the
Trust) on the one hand and such  Dealer  Manager on the other (i) in the case of
any untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged  omission to state a material fact, shall be determined by reference to,
among other things,  whether such  statement or omission  relates to information
supplied  by the  Company or any of its  subsidiaries  (including  the Trust) or
their  affiliates  or such Dealer  Manager,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or  omission  and (ii) in the case of any other  action or  omission,
shall be determined by reference to, among other things,  whether such action or
omission  was  taken  or  omitted  to be  taken  by  the  Company  or any of its
subsidiaries (including the Trust) or their affiliates or by the Dealer Manager,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity  to correct or prevent such action or omission.  The Company and the
Dealer  Managers  agree that it would not be just and equitable if  contribution
pursuant to this subsection (c) were determined by pro rata allocation or by any
other  method  of  allocation  which  does not  take  account  of the  equitable
considerations   referred  to  in  this  subsection  (c).   Notwithstanding  the
provisions  of this  Section  7(c),  no  Dealer  Manager  shall be  required  to
contribute  any  amount  in  excess of the fee paid to such  Dealer  Manager  as
provided in Section 3 hereof.  No person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the  Securities Act of 1933, as amended)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

     8.  Conditions to Dealer  Managers'  Obligations.  The  obligations  of the
Dealer Managers  hereunder are subject as of the Commencement Date and as of the
Exchange  Date to the  accuracy of the  representations  and  warranties  of the
Company and the Trust contained  herein or in certificates of any officer of the
Company or Trustee of the Trust delivered  pursuant to the provisions hereof, to
the performance, in all material respects, by the Company and the Trust of their
obligations  hereunder  to  be  performed,   and  to  the  following  additional
conditions:

          (a) On the  Commencement  Date and the Exchange Date, the Registration
Statement  shall have become  effective  under the Securities Act; no stop order
suspending the  effectiveness of the Registration  Statement shall be in effect,
and no proceedings for such purpose shall be pending before or, to the Company's
or the Trust's knowledge, threatened by the Commission.

          (b)  On the  Commencement  Date  and  the  Exchange  Date,  since  the
respective  dates as of which  information is given in the Prospectus as amended
or  supplemented,  there shall not have occurred any material  adverse change in
the condition,  financial or otherwise, or in the earnings,  business affairs or
business  prospects  of the  Company  and  its  subsidiaries  considered  as one
enterprise whether or not arising in the ordinary course of business.

          (c) The Dealer Managers shall have received on the  Commencement  Date
and the Exchange Date a certificate,  dated such date and signed by an executive
officer of the  Company,  to the effect (i) set forth in clause (b) above,  (ii)
that  the  representations  and  warranties  of the  Company  contained  in this
Agreement  are true  and  correct  with the same  force  and  effect  as  though
expressly made as of such date (except for  representations and warranties which
by their terms speak as of a  different  date or dates),  (iii) that the Company
has complied in all material  respects with all of the  agreements and satisfied
all of the conditions on its part to be performed or satisfied on or before such
date and (iv) no stop order  suspending the  effectiveness  of the  Registration
Statement  has been  issued  and no  proceedings  for  that  purpose  have  been
instituted  or are  pending  or are,  to the  best of the  Company's  knowledge,
threatened  by  the   Commission.   The  officer  signing  and  delivering  such
certificate may rely upon the best of such officer's knowledge as to proceedings
threatened.

          (d) On the  Commencement  Date and the Exchange Date,  there shall not
have been since the  respective  dates as of which  information  is given in the
Prospectus,  any  material  adverse  change  in  the  condition,   financial  or
otherwise, or in the earnings or business affairs of the Trust.

          (e) The Dealer Managers shall have received on the  Commencement  Date
and the Exchange Date a certificate,  dated such date and signed by a trustee of
the  Trust,  to the  effect  (i) set forth in clause  (d)  above,  (ii) that the
representations and warranties of the Trust contained in this Agreement are true
and correct with the same force and effect as though  expressly  made as of such
date (except for representations and warranties which by their terms speak as of
a different  date or dates),  (iii) that the Trust has  complied in all material
respects with all of the  agreements  and satisfied all of the conditions on its
part to be  performed or satisfied on or before such date and (iv) no stop order
suspending the  effectiveness of the Registration  Statement has been issued and
no proceedings  for that purpose have been  instituted or are pending or are, to
the best of the Trust's  knowledge,  threatened by the  Commission.  The trustee
signing  and  delivering  such   certificate  may  rely  upon  knowledge  as  to
proceedings threatened.

          (f) On the  Exchange  Date and on the  Commencement  Date,  the Dealer
Managers shall receive a signed opinion of Skadden,  Arps, Slate, Meagher & Flom
(Delaware),  special counsel for the Trust, dated as of such date, to the effect
that:

               (i) the Trust has been duly  created  and is validly  existing in
good standing as a business  trust under the Delaware Act; all filings  required
under the laws of the State of Delaware  with  respect to the creation and valid
existence of the Trust as a business trust have been made; and the Trust has the
trust  power  and  authority  to  conduct  its  business,  as  described  in the
Prospectus;

               (ii)  assuming due  authorization,  execution and delivery of the
Declaration  by the Company and the  Trustees,  the  Declaration  is a valid and
binding  obligation  of the Company and the  Trustees,  enforceable  against the
Company and the Trustees in accordance with its terms, except to the extent that
enforcement  thereof  may be limited by (i)  bankruptcy,  insolvency  (including
without limitation, all laws relating to fraudulent transfers),  reorganization,
moratorium  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors' rights generally and (ii) general principles of equity (regardless of
whether  enforceability  is  considered in a proceeding in equity or at law) and
except to the extent that the rights to  indemnity  and  contribution  contained
therein  may be  limited  by  state  or  securities  laws or the  public  policy
underlying such laws;

               (iii) under the  Declaration  and the Delaware Act, the Trust has
the requisite  trust power and authority to execute and deliver this  Agreement,
and to perform its  obligations  under this Agreement and in the Exchange Offer.
This Agreement has been duly authorized, executed and delivered by the Trust;

               (iv) the  Preferred  Securities  have  been duly  authorized  for
issuance in accordance with the Declaration and,  subject to the  qualifications
set forth  below,  when  certificates  therefor  in the form  examined by us are
issued,  executed and  authenticated  in  accordance  with the  Declaration  and
delivered  and paid for in  accordance  with  this  Agreement,  will be  validly
issued,  fully paid and  non-assessable  undivided  beneficial  interests in the
assets of the Trust and will entitle the holders of the Preferred  Securities to
the benefits of the  Declaration  except to the extent that  enforcement  of the
Declaration  may be limited by (i)  bankruptcy,  insolvency  (including  without
limitation,   all  laws  relating  to  fraudulent  transfers),   reorganization,
moratorium  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors' rights generally and (ii) general principles of equity (regardless of
whether  enforceability  is  considered in a proceeding in equity or at law) and
except to the extent that the rights to  indemnity  and  contribution  contained
therein  may be  limited  by  state  or  securities  laws or the  public  policy
underlying  such laws;  and the  holders  of the  Preferred  Securities  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 bring to your attention,  however, that the holders
of Preferred Securities may be obligated,  pursuant to the Declaration,  to make
payments,  including (i) to provide indemnity and/or security in connection with
and pay taxes or  governmental  charges  arising  from  transfers  of  Preferred
Securities and the issuance of  replacement  Preferred  Securities,  and (ii) to
provide  security and indemnity in connection  with requests of or directions to
the  Institutional   Trustee  to  exercise  its  rights  and  powers  under  the
Declaration;

               (v) the issuance of the  Preferred  Securities  is not subject to
preemptive  or other similar  rights under the Delaware Act or the  Declaration;
and

               (vi) the  statements  made in the  Prospectus  under the  caption
"Description of the Preferred  Securities" insofar as such statements constitute
summaries of Delaware law are accurate in all material respects.

          (g) On the  Exchange  Date  and on the  Commencement  Date  (provided,
however,  that the opinions in paragraphs (iv), (v), (vi) and (vii) below may be
appropriately  modified  with  respect  to the  Commencement  Date),  the Dealer
Managers shall have received a signed  opinion of Edwards & Angell,  counsel for
the Company, dated as of such date, to the effect that:

               (i)  each of the  Company  and the  subsidiaries  of the  Company
listed on  Schedule A hereto,  (the  "Significant  Subsidiaries")  has been duly
incorporated  and is validly  existing  as a  corporation  or  national  banking
association in good standing under the laws of the  jurisdiction  in which it is
chartered  or  organized,  with full  corporate  power and  authority to own its
properties,  conduct its business and enter into the  agreements as described in
the  Prospectus;  the  Company is duly  qualified  to do  business  as a foreign
corporation  under  the laws of the  State of New York and the  Commonwealth  of
Massachusetts;  and  neither  the  Company  nor any  Significant  Subsidiary  is
required to be qualified to do business as a foreign  corporation under the laws
of any other jurisdiction,  and the Company is duly registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended;

               (ii)  All the  outstanding  shares  of the  capital  stock of the
Significant  Subsidiaries  have been duly and validly  authorized and issued and
are fully paid and (except as provided in 12 U.S.C.  ss. 55 in the case of Fleet
National Bank and Fleet Bank, National Association)  nonassessable,  and, except
as otherwise  set forth in the  Prospectus,  all  outstanding  shares of capital
stock of the Significant  Subsidiaries are owned by the Company,  free and clear
of any perfected security interest and, to the knowledge of such counsel,  after
due inquiry, any other security interests claims, liens or encumbrances;

               (iii) this Agreement has been duly  authorized by the Company and
has been duly executed and delivered by each of the Company and the Trust;

               (iv)  the  Indenture  has  been  duly  authorized,  executed  and
delivered by the Company and  constitutes a valid and binding  obligation of the
Company, enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation,   all  laws  relating  to  fraudulent  transfers),   reorganization,
moratorium or similar laws affecting  enforcement of creditors' rights generally
and except as  enforcement  thereof is subject to general  principles  of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law);

               (v) the  Debentures  have  been  duly  authorized,  executed  and
delivered by the Company and when the Debentures have been duly authenticated by
the  Indenture  Trustee in accordance  with the  provisions of the Indenture and
delivered  to and paid for by the Trust in  exchange  for the Target  Securities
pursuant to the terms of the Exchange  Offer,  the  Debentures  will  constitute
valid and binding  obligations  of the Company  entitled to the  benefits of the
Indenture and  enforceable  against the Company in accordance  with their terms,
except  as  enforcement  thereof  may  be  limited  by  bankruptcy,   insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium or similar laws affecting  enforcement of creditors'
rights  generally  and  except as  enforcement  thereof  is  subject  to general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law);

               (vi) the  Declaration  has been  duly  authorized,  executed  and
delivered by the Company;  and,  assuming the due  authorization,  execution and
delivery  of the  Declaration  by First  Chicago  Delaware  Inc.  and The  First
National  Bank of  Chicago,  the  Declaration  constitutes  a valid and  binding
obligation of the Company and is  enforceable  against the Company in accordance
with its terms,  except as  enforcement  thereof  may be limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganization,  moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law);

               (vii)  the  Guarantee  has been  duly  authorized,  executed  and
delivered  by the Company,  and is a valid and binding  agreement of the Company
enforceable  against  the  Company  in  accordance  with its  terms,  except  as
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation,   all  laws  relating  to  fraudulent  transfers),   reorganization,
moratorium or similar laws affecting  enforcement of creditors' rights generally
and except as  enforcement  thereof is subject to general  principles  of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law);

               (viii) the  Indenture,  Guarantee and the  Declaration  have each
been duly qualified under the Trust Indenture Act;

               (ix) the holders of  outstanding  shares of capital  stock of the
Company  are not  entitled  to any  preemptive  rights  under  the  Articles  of
Incorporation or By-Laws of the Company or the laws of the State of Rhode Island
to subscribe for the Preferred Securities or the Debentures;

               (x) the documents  incorporated by reference in the Prospectus or
any further  amendment  or  supplement  thereto made by the Company or the Trust
prior to the Exchange Date (other than the financial  statements  and supporting
schedules included therein or omitted  therefrom,  as to which such counsel need
express no  opinion),  when they were filed with the  Commission  complied as to
form in all material  respects with the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder;

               (xi) the  statements  made in the  Prospectus  under the captions
"Description  of  the  Preferred  Securities",  "Description  of  the  Preferred
Securities  Guarantee",  "Description  of the Junior  Subordinated  Debentures",
"Description  of the Preferred  Stock and Depositary  Shares" and  "Relationship
Between the Preferred  Securities,  the Junior  Subordinated  Debentures and the
Preferred Securities Guarantee", insofar as such statements purport to summarize
certain provisions of the Preferred Securities,  the Debentures,  the Guarantee,
the Indenture,  the Declaration,  the Preferred Stock, the Depositary Shares and
the Articles of Incorporation of the Company, to the extent that they constitute
matters of law or legal  conclusions,  have been  reviewed  by such  counsel and
fairly summarize the information required to be disclosed therein;

               (xii)  neither  the issue and sale by the Trust of the  Preferred
Securities,  nor the  consummation  of the  Exchange  Offer and any other of the
transactions  contemplated by this Agreement nor the fulfillment of the terms in
this  Agreement  will  conflict  with,  result in a breach of, or  constitute  a
default  under the  charter  or by-laws  of the  Company  or the  organizational
documents  or  Declaration  of the Trust or 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 order or regulation  known to such
counsel  to be  applicable  to the  Company  or any of its  subsidiaries  of any
governmental body or arbitrator  having  jurisdiction over the Company or any of
its subsidiaries;

               (xiii)  neither  the  Company  nor the  Trust is  required  to be
registered under the Investment Company Act of 1940, as amended;

               (xiv)  there is no  pending  or,  to the best  knowledge  of such
counsel,  threatened action, suit or proceeding before any court or governmental
agency,  authority or body or any arbitrator involving the Company or any of its
subsidiaries,  of a  character  required  to be  disclosed  in the  Registration
Statement which is not adequately  disclosed in the Prospectus,  and there is no
franchise, contract or other document of a character required to be described in
the Registration Statement or Prospectus, or to be filed as an exhibit, which is
not described or filed as required;

               (xv) such counsel has been orally advised by the Commission  that
the  Registration  Statement was declared  effective under the Securities Act on
December 26, 1996; any required filing of the Prospectus pursuant to Rule 424(b)
under the  Securities Act has been made in the manner and within the time period
required  by Rule  424(b)  and,  such  counsel  has been  orally  advised by the
Commission that no stop order  suspending the  effectiveness of the Registration
Statement has been issued by the Commission  and, no proceeding for that purpose
is pending or, to such Counsel's knowledge, threatened by the Commission;

               (xvi) no consent,  approval,  authorization or order of any court
or  governmental  agency  or  body  is  required  for  the  consummation  of the
transactions  contemplated by this Agreement,  except such as have been obtained
under the  Securities Act and such as may be required under the blue sky laws of
any  jurisdiction  in  connection  with the  purchase  and  distribution  of the
Preferred  Securities by the Dealer Managers and such other approvals (specified
in such opinion) as have been obtained;

               (xvii) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement; and

               (xviii) the Registration Statement, as of its effective date, and
the  Prospectus,  as of its date,  appeared  on their  face to be  appropriately
responsive in all material  respects to the  requirements  of the Securities Act
and the Securities Act  Regulations,  except that in each case such counsel need
not  express an  opinion as to the  financial  statements,  schedules  and other
financial  data  included  therein or excluded  therefrom or the exhibits to the
Registration Statement,  and such counsel need not assume any responsibility for
the  accuracy,  completeness  or fairness  of the  statements  contained  in the
Registration  Statement  and the  Prospectus  except  for those  made  under the
captions  "Description  of  the  Preferred  Securities",   "Description  of  the
Preferred  Securities  Guarantee",   "Description  of  the  Junior  Subordinated
Debentures",   "Relationship  Between  the  Preferred  Securities,   the  Junior
Subordinated   Debentures   and  the  Preferred   Securities   Guarantee",   and
"Description  of the Preferred  Stock and  Depositary  Shares" in the Prospectus
insofar as they relate to provisions of documents therein described.

     Additionally,  in giving its opinion,  such  counsel  shall state that such
counsel has  participated  in  conferences  with  representatives  of the Dealer
Managers,  officers and other representatives of the Company and representatives
of the  independent  certified  public  accountants  of the  Company,  at  which
conferences  the contents of the  Registration  Statement and the Prospectus and
related matters were discussed, and although such counsel does not pass upon and
does not assume any responsibility for the accuracy, completeness or fairness of
the  statements  contained  in the  Registration  Statement  and the  Prospectus
(except and only to the extent as set forth in paragraphs (xviii) above), on the
basis of the  foregoing  (relying as to  materiality  to a large extent upon the
discussions  with  and  representations  and  opinions  of  officers  and  other
representatives  of the  Company),  no facts have come to the  attention of such
counsel  which lead such counsel to believe that the  Registration  Statement at
the time it became effective or at the date hereof contained an untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary to make the  statements  therein not misleading or that the
Prospectus,  as of its  date or the date of such  opinion,  included  an  untrue
statement of a material  fact or omitted to state a material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which  they were made,  not  misleading;  provided  that such  counsel  does not
express any comment with respect to the financial statements including the notes
thereto and supporting  schedules,  or any other financial and statistical  data
set forth or referred to in the Registration Statement or the Prospectus.

     In rendering such opinion,  such counsel may indicate that they are members
of the bar of the State of Rhode  Island and that they  express no opinion as to
the laws of any  jurisdiction  other than the federal laws of the United  States
and the laws of the State of Rhode  Island.  Such  counsel  may also state that,
insofar as such opinion  involves  factual  matters,  they have  relied,  to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and  certificates of public  officials.  In addition,  such counsel
shall  state that such  counsel  have  participated  in the  preparation  of the
Registration  Statement,  the  Prospectus  and  the  documents  incorporated  by
reference therein and no facts have come to such counsel's  attention that leads
them to  believe  that  the  Registration  Statement  (including  the  documents
incorporated by reference  therein  pursuant to Item 11 of Form S-4) at the time
such  Registration  Statement  became  effective,  or if  an  amendment  to  the
Registration  Statement or an Annual Report on Form 10-K has been filed with the
Commission subsequent to the effectiveness of the Registration  Statement,  then
at the time such  amendment  became  effective or at the time of the most recent
such filing, contained an untrue statement of a material fact omitted to state a
material fact required to be stated  therein or necessary to make the statements
contained therein not misleading,  or that the Prospectus as of its date and the
date of such opinion (including the documents  incorporated by reference therein
pursuant  to Item  11 of  Form  S-4) or any  amendment  or  supplement  thereto,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading,  except that such counsel need express no belief with respect to
the financial  statements  and schedules  and other  financial  data included or
incorporated by reference in the  Registration  Statement,  or the Prospectus or
any  amendment  thereto  or the  Statement  of  Eligibility  on Form  T-1 of the
Trustee.

                  (h) On the  Commencement  Date and on the Exchange  Date,  the
Dealer  Managers shall have received a signed  opinion of Edwards & Angell,  tax
counsel to the Trust,  confirming their opinion under the caption "United States
Federal Income Taxation" in the Prospectus.

                  (i) The Dealer  Managers  shall have  received  the  favorable
opinion of  Skadden,  Arps,  Slate,  Meagher & Flom LLP,  counsel for the Dealer
Managers,  dated as of the Commencement Date and the Exchange Date, with respect
to the validity of the Preferred  Securities,  the Registration  Statement,  the
Prospectus  and other  related  matters as the Dealer  Managers  may  reasonably
require.  In giving  such  opinion  such  counsel  may rely,  as to all  matters
governed  by the laws of  jurisdictions  other  than the law of the State of New
York and Delaware,  and the federal law of the United States,  upon the opinions
of counsel  satisfactory  to the Dealer  Managers.  Such  counsel may also state
that, insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company,  trustees
of the Trust and certificates of public officials.

                  (j) On the  Commencement  Date, the Dealer Managers shall have
received  from  the  Company's  independent  public  accountants,  in  form  and
substance  reasonably  satisfactory  to the Dealer Managers and dated as of such
date,  containing  statements and information of the type ordinarily included in
accountants'  "comfort letters" to dealer managers with respect to the financial
statements and certain  financial  information  contained in or  incorporated by
reference into the Prospectus.

                  (k) At the  Exchange  Date,  the  Dealer  Managers  shall have
received  from  the  Company's  independent  public  accountants,  in  form  and
substance  reasonably  satisfactory  to the Dealer Managers and dated as of such
dates, to the effect that such  accountants  reaffirm the statements made in the
letter furnished pursuant to Section 8(j).

                  (l) At the Exchange Date, the Preferred  Securities shall have
been duly listed, subject to official notice of issuance, on the NYSE.

                  (m) By the Exchange  Date, the Company shall have entered into
appropriate  agreements  with the  Information  Agent and the Exchange Agent for
purposes of the Exchange Offer.

     9. Termination.

          (a) This Agreement  shall  terminate upon the earliest to occur of (i)
the Exchange Date, (ii) the date on which the Dealer Managers give notice to the
Company and the Trust that any of the conditions specified in Section 8 have not
been  fulfilled  as of any date such  conditions  are  required to be  fulfilled
pursuant  to  Section  8 or (iii) the date on which the  Company  terminates  or
withdraws  the Exchange  Offer for any reason (the  earliest to occur of clauses
(i), (ii) or (iii) being referred to as the "Termination Date ").

          (b)   Notwithstanding   termination  of  this  Agreement  pursuant  to
subsection  (a) of this Section 9, the  obligations of the Company to compensate
and/or reimburse, as applicable, the Dealer Managers pursuant to Section 3, 4 or
5, the representations and warranties  contained in Section 6 and the provisions
of Section 7 shall survive any termination of this Agreement.

     10.  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 Dealer Managers shall be
directed to Merrill Lynch at North Tower,  World Financial Center, New York, New
York 10281-1201,  attention of Syndicate Operations;  notices to the Trust shall
be directed to it at The First National Bank of Chicago, One North State Street,
9th Floor,  Chicago,  Illinois,  attention of Corporate Trust  Administrator and
notices to the Company shall be directed to it at Fleet Financial  Group,  Inc.,
One Federal Street, Boston, Massachusetts, 02110, attention of General Counsel.

     11.  Tombstone.  The  Company  and the Trust  acknowledge  that the  Dealer
Managers may, with the prior review and approval of the Company,  which approval
shall not be unreasonably withheld, place an announcement in such newspapers and
periodicals as the Dealer Managers may choose,  stating that the Dealer Managers
are or were acting as dealer  manager and financial  advisors to the Company and
the Trust in connection with the Exchange Offer.  The costs relating to any such
tombstone shall be borne by the Dealer Managers.

     12.  Survival  of  Certain  Provisions.  The  representations,  warranties,
indemnities  and  agreements of the Company and the Trust will remain  operative
and in full  force and  effect  regardless  of any  investigation  made by or on
behalf of any of the Dealer  Managers or any  affiliate  or  controlling  person
thereof  and,  subject to Section  9(b),  will survive the  consummation  of the
Exchange Offer.

     13. Governing Law. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York.

     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, and by different parties hereto on separate counterparts,  each of
which  counterparts,  when so executed and  delivered,  shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same Agreement.

     15. Successors. This Agreement is made solely for the benefit of the Dealer
Managers,  the Company and the Trust and, to the extent  expressed,  the parties
indemnified  pursuant to Section 7, and no other  persons  shall acquire or have
any right  under or by  virtue of this  Agreement.  Nothing  in this  Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective  successors and assigns, and, to the extent expressly
set forth  herein,  the parties  indemnified  pursuant to Section 7 hereof,  any
rights or remedies under or by reason of this  Agreement.  Without  limiting the
generality  of the  foregoing,  the  parties  acknowledge  that  nothing in this
Agreement,  expressed  or  implied,  is  intended  to confer on  holders  of the
securities of the Trust,  the Company or any of its subsidiaries or creditors of
the Company or any of its subsidiaries or the respective  successors and assigns
of such creditors, any rights or remedies under or by reason of this Agreement.

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart  hereof,  whereupon  this  instrument
will  become a binding  agreement  among the  Company,  the Trust and the Dealer
Managers in accordance with its terms.


                                   Very truly yours,


                                   FLEET FINANCIAL GROUP, INC.


                                   By:/s/John R.Rodehorst
                                   ____________________________________________
                                   Name:  John R. Rodehorst
                                   Title: Assistant Treasurer


                                   FLEET CAPITAL TRUST I


                                   By:/s/Douglas L. Jacobs
                                   ____________________________________________
                                   Name: Douglas L. Jacobs
                                   Title: Regular Trustee


                                   By:/s/John R. Rodehorst
                                   ____________________________________________
                                   Name:  John  R. Rodehorst
                                   Title: Regular Trustee






Confirmed and accepted as of
the date first above written:


MERRILL LYNCH & CO.
  MERRILL LYNCH, PIERCE, FENNER & SMITH
   INCORPORATED
SMITH BARNEY INC.


By:  MERRILL LYNCH & CO.
       MERRILL LYNCH, PIERCE, FENNER & SMITH
         INCORPORATED


By:/s/Lee Shavel
______________________________________
      Lee Shavel
      Authorized Signatory





                                   SCHEDULE A

                        List of Significant Subsidiaries



Fleet National Bank
Fleet Bank
Fleet Bank, National Association

EX-4

                                                                    Exhibit 4(a)


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                              FLEET CAPITAL TRUST I

                          Dated as of February 4, 1997







                                TABLE OF CONTENTS

                                                                          Page
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1   Definitions                                                   1

                           ARTICLE II
                       TRUST INDENTURE ACT

SECTION 2.1   Trust Indenture Act; Application                              6
SECTION 2.2   Lists of Holders of Securities                                6
SECTION 2.3   Reports by the Institutional Trustee                          7
SECTION 2.4   Periodic Reports to Institutional Trustee                     7
SECTION 2.5   Evidence of Compliance with Conditions Precedent              7
SECTION 2.6   Events of Default; Waiver                                     7
SECTION 2.7   Event of Default; Notice                                      9

                           ARTICLE III
                          ORGANIZATION

SECTION 3.1   Name                                                          9
SECTION 3.2   Office                                                        9
SECTION 3.3   Purpose                                                       9
SECTION 3.4   Authority                                                    10
SECTION 3.5   Title to Property of the Trust                               10
SECTION 3.6   Powers and Duties of the Regular Trustees                    10
SECTION 3.7   Prohibition of Actions by the Trust and the Trustees         12
SECTION 3.8   Powers and Duties of the Institutional Trustee               12
SECTION 3.9   Certain Duties and Responsibilities of the 
                Institutional Trustee                                      14
SECTION 3.10  Certain Rights of the Institutional Trustee                  15
SECTION 3.11  Delaware Trustee                                             17
SECTION 3.12  Execution of Documents                                       17
SECTION 3.13  Not Responsible for Recitals or Issuance of Securities       17
SECTION 3.14  Duration of Trust                                            17
SECTION 3.15  Mergers                                                      17

                           ARTICLE IV
                             SPONSOR

SECTION 4.1   Sponsor's Purchase of Common Securities                      18
SECTION 4.2   Responsibilities of the Sponsor                              18
SECTION 4.3   Right to Proceed                                             19
SECTION 4.4   Expenses                                                     19

                            ARTICLE V
                            TRUSTEES

SECTION 5.1   Number of Trustees                                           20
SECTION 5.2   Delaware Trustee                                             20
SECTION 5.3   Institutional Trustee; Eligibility                           20
SECTION 5.4   Certain Qualifications of Regular Trustees and Delaware
                Trustee Generally                                          21
SECTION 5.5   Regular Trustees                                             21
SECTION 5.6   Appointment, Removal and Resignation of Trustees             21
SECTION 5.7   Vacancies among Trustees                                     22
SECTION 5.8   Effect of Vacancies                                          22
SECTION 5.9   Meetings                                                     22
SECTION 5.10  Delegation of Power                                          23
SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business  23

                           ARTICLE VI
                          DISTRIBUTIONS

SECTION 6.1   Distributions                                                23

                           ARTICLE VII
                     ISSUANCE OF SECURITIES

SECTION 7.1   General Provisions Regarding Securities                      23

                          ARTICLE VIII
                      TERMINATION OF TRUST

SECTION 8.1   Termination of Trust                                         24

                           ARTICLE IX
                      TRANSFER OF INTERESTS

SECTION 9.1   Transfer of Securities                                       25
SECTION 9.2   Transfer of Certificates                                     25
SECTION 9.3   Deemed Security Holders                                      26
SECTION 9.4   Book-Entry Interests                                         26
SECTION 9.5   Notices to Depository Institution                            27
SECTION 9.6   Appointment of Successor Depository Institution              27
SECTION 9.7   Definitive Preferred Security Certificates                   27
SECTION 9.8   Mutilated, Destroyed, Lost or Stolen Certificates            28

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1  Liability                                                    28
SECTION 10.2  Exculpation                                                  29
SECTION 10.3  Fiduciary Duty                                               29
SECTION 10.4  Indemnification                                              30
SECTION 10.5  Outside Businesses                                           31

                           ARTICLE XI
                           ACCOUNTING

SECTION 11.1  Fiscal Year                                                  32
SECTION 11.2  Certain Accounting Matters                                   32
SECTION 11.3  Banking                                                      32
SECTION 11.4  Withholding                                                  33

                           ARTICLE XII
                     AMENDMENTS AND MEETINGS

SECTION 12.1  Amendments                                                   33
SECTION 12.2  Meetings of the Holders of Securities;
                Action by Written Consent                                  34

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Institutional Trustee      35
SECTION 13.2   Representations and Warranties of Delaware Trustee           36

                            ARTICLE XIV
                           MISCELLANEOUS

SECTION 14.1   Notices                                                      36
SECTION 14.2   Governing Law                                                37
SECTION 14.3   Intention of the Parties                                     37
SECTION 14.4   Headings                                                     37
SECTION 14.5   Successors and Assigns                                       37
SECTION 14.6   Partial Enforceability                                       37
SECTION 14.7   Counterparts                                                 38

Signatures                                                                  39

ANNEX I        TERMS OF SECURITIES                                         A-1
EXHIBIT A-1    FORM OF PREFERRED SECURITY CERTIFICATE                     A1-1
EXHIBIT A-2    FORM OF COMMON SECURITY CERTIFICATE                        A2-1
EXHIBIT B      SPECIMEN OF DEBENTURE                                       B-1
EXHIBIT C      DEALER MANAGER AGREEMENT                                    C-1






                             CROSS-REFERENCE TABLE*

         Section of
         Trust Indenture Act                  Section of
         of 1939, as amended                  Declaration

         310(a)                               5.3(a)
         310(b)                               5.3(c)
         310(c)                               Inapplicable
         311(a) and (b)                       5.3(c)
         311(c)                               Inapplicable
         312(a)                               2.2(a)
         312(b)                               2.2(b)
         313                                  2.3
         314(a)                               2.4
         314(b)                               Inapplicable
         314(c)                               2.5
         314(d)                               Inapplicable
         314(e)                               3.10(a)
         314(f)                               Inapplicable
         315(a)                               3.9(b)
         315(b)                               2.7(a)
         315(c)                               3.9(a)
         315(d)                               3.9(a)
         316(a) and (b)                       2.6 and Annex I (Sections 5 and 6)
         316(c)                               3.6(e)
         317(a)                               3.8(c)
         317(b)                               3.8(h)

*        This Cross-Reference  Table does not constitute part of the Declaration
         and  shall  not  affect  the  interpretation  of any of  its  terms  or
         provisions.








                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                              FLEET CAPITAL TRUST I

                                February 4, 1997


     THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is dated and
effective  as of February 4, 1997,  by the  Trustees  (as defined  herein),  the
Sponsor (as defined herein) and by the holders,  from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration.

     WHEREAS,  the Trustees and the Sponsor  established  Fleet  Capital Trust I
(the  "Trust"),  a statutory  business  trust under the  Business  Trust Act (as
defined herein), pursuant to a Declaration of Trust dated as of November 1, 1996
(the  "Original  Declaration"),  and a  Certificate  of  Trust  filed  with  the
Secretary  of  State  of  the  State  of  Delaware  on  November  1,  1996  (the
"Certificate of Trust"); and

     WHEREAS,  the  Sponsor  and the Trust have made an offer to  exchange  (the
"Offer") 8.00% Trust  Originated  Preferred  Securities  representing  undivided
beneficial  interests in the assets of the Trust (the  "Preferred  Securities"),
for any and all of the Sponsor's  depositary  shares (the "Depositary  Shares"),
each  representing  a 1/10  interest  in a share  of  Series  V 7.25%  Perpetual
Preferred Stock, $1.00 par value, of the Sponsor (the "Preferred Stock"); and

     WHEREAS,  concurrently  with the issuance of the  Preferred  Securities  in
exchange for Depositary Shares validly tendered in the Offer, (a) the Trust will
issue  and  sell  to  the  Sponsor  8.00%  Trust  Originated  Common  Securities
representing  undivided  beneficial  interests  in the  assets of the Trust (the
"Common   Securities"  and,  together  with  the  "Preferred   Securities,"  the
"Securities")  in an  aggregate  liquidation  amount equal to at least 3% of the
total capital of the Trust and (b) the Sponsor will issue to the Trust its 8.00%
Junior Subordinated  Deferrable Interest Debentures due 2027 (the "Debentures"),
having an aggregate  principal amount equal to the aggregate stated  liquidation
amount of the Securities so issued; and

     WHEREAS, the Trust has been established for the sole purpose of issuing the
Securities and purchasing the Debentures  from the Debenture  Issuer (as defined
herein); and

     WHEREAS, as of the date hereof, no Securities have been issued; and

     WHEREAS,  all of the Trustees and the Sponsor, by this Declaration,  hereby
amend and restate each and every term and provision of the Original Declaration.

     NOW,  THEREFORE,  it being the intention of the parties  hereto to continue
the  Trust as a  business  trust  under  the  Business  Trust  Act and that this
Declaration  constitute  the governing  instrument of such business  trust,  the
Trustees declare that all assets  contributed to the Trust will be held in trust
for the benefit of the Holders, subject to the provisions of this Declaration.

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1  Definitions.

     Unless the context otherwise requires:

     (a)  capitalized  terms  used in this  Declaration  but not  defined in the
preamble  above have the  respective  meanings  assigned to them in this Section
1.1;

     (b) a term  defined  anywhere  in this  Declaration  has the  same  meaning
throughout;

     (c) all references to "the  Declaration" or "this  Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

     (d) all references in this Declaration to Articles,  Sections,  Annexes and
Exhibits  are to Articles  and  Sections  of, and Annexes and  Exhibits to, this
Declaration;

     (e) a term  defined in the Trust  Indenture  Act has the same  meaning when
used in this Declaration  unless otherwise defined in this Declaration or unless
the context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Additional Interest" has the meaning set forth in Section 2(d) of Annex I.

     "Affiliate"  has the same  meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

     "Agent" means any Paying Agent.

     "Authorized  Officer" of a Person  means any Person that is  authorized  to
bind such Person.

     "Book Entry Interest" means a beneficial  interest in a Global Certificate,
ownership  and  transfers  of which shall be  maintained  and made  through book
entries by a Depository Institution as described in Section 9.4.

     "Business  Day"  means any day other  than a day on which  Federal or State
banking institutions in the Borough of Manhattan, New York, New York or Chicago,
Illinois are  authorized or obligated by law,  executive  order or regulation to
close.

     "Business  Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del.  Code Section 3801 et seq.,  as it may be amended from time to time, or any
successor legislation.

     "Certificate"  means a Common Security  Certificate or a Preferred Security
Certificate.

     "Closing  Date" means the "Exchange  Date" as defined in the Dealer Manager
Agreement.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, or any successor legislation.

     "Commission" means the Securities and Exchange Commission.

     "Common Securities" has the meaning set forth in Section 7.1(a).

     "Common Securities  Guarantee" means the guarantee agreement to be dated as
of February 4, 1997 of the Sponsor in respect of the Common Securities.

     "Common  Security  Certificate"  means a  definitive  certificate  in fully
registered  form  representing a Common  Security  substantially  in the form of
Exhibit A-2.

     "Company  Indemnified  Person"  means  (a)  any  Regular  Trustee;  (b) any
Affiliate of any Regular  Trustee;  (c) any officers,  directors,  shareholders,
members, partners, employees,  representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

     "Compound Interest" has the meaning set forth in Section 2(a) of Annex I.

     "Corporate Trust Office" means the office of the  Institutional  Trustee at
which the corporate  trust business of the  Institutional  Trustee shall, at any
particular  time,  be  principally  administered,  which  office  at the date of
execution of this Agreement is located at One First National Plaza,  Suite 0126,
Chicago, Illinois 60670-0126.

     "Covered Person" means: (a) any officer,  director,  shareholder,  partner,
member,  representative,  employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

     "Coupon Rate" has the meaning set forth in Section 2(a) of Annex I.

     "Creditor" has the meaning set forth in Section 4.4(d).

     "Dealer Manager  Agreement" means the Dealer Manager  Agreement between the
Debenture Issuer, the Trust and the dealer managers named thereunder.

     "Debenture  Issuer"  means Fleet  Financial  Group,  Inc.,  a Rhode  Island
corporation, in its capacity as issuer of the Debentures under the Indenture.

     "Debt Trustee" means The First National Bank of Chicago, a national banking
association,  as trustee  under the  Indenture  until a successor  is  appointed
thereunder, and thereafter means such successor trustee.

     "Definitive  Preferred Security  Certificates" has the meaning set forth in
Section 9.4.

     "Delaware Trustee" has the meaning set forth in Section 5.2.

     "Depository  Institution"  shall mean DTC, another clearing agency,  or any
successor  registered  as a clearing  agency  under the  Exchange  Act, or other
applicable  statute or regulation,  which, in each case,  shall be designated by
the Debenture Issuer pursuant to either Section 2.03 or 2.11 of the Indenture.

     "Depository  Institution  Participant" means a broker,  dealer, bank, other
financial  institution or other Person for whom from time to time the Depository
Institution  effects  book-entry  transfers and pledges of securities  deposited
with the Depository Institution.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Distribution"  means a  distribution  payable to Holders of  Securities in
accordance with Section 6.1.

     "Distribution  Payment  Date" has the meaning set forth in Section  2(b) of
Annex I.

     "DTC"  means  The  Depository   Trust  Company,   the  initial   Depository
Institution.

     "Event of Default" in respect of the  Securities  means an Event of Default
under the  Indenture  which has  occurred  and is  continuing  in respect of the
Debentures.

     "Exchange"  means the exchange of the  Depositary  Shares for the Preferred
Securities pursuant to the Offer.

     "Exchange  Act" means the  Securities  and Exchange Act of 1934, as amended
from time to time, or any successor legislation.

     "Extension Period" has the meaning set forth in Section 2(b) of Annex I.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System.

     "Fiduciary  Indemnified  Person"  has the  meaning  set  forth  in  Section
10.4(b).

     "Global Certificate" has the meaning set forth in Section 9.4.

     "Holder" means a Person in whose name a Certificate representing a Security
is  registered,  such Person being a beneficial  owner within the meaning of the
Business Trust Act.

     "Indemnified  Person"  means a Company  Indemnified  Person or a  Fiduciary
Indemnified Person.

     "Indenture"  means the Indenture  dated as of December 11, 1996,  among the
Debenture Issuer and the Debt Trustee,  and any indenture  supplemental  thereto
pursuant to which the Debentures are to be issued.

     "Institutional   Trustee"  means  the  Trustee   meeting  the   eligibility
requirements set forth in Section 5.3.

     "Institutional  Trustee  Account"  has the  meaning  set  forth in  Section
3.8(c).

     "Investment  Company"  means  an  investment  company  as  defined  in  the
Investment Company Act.

     "Investment  Company  Act" means the  Investment  Company  Act of 1940,  as
amended from time to time, or any successor legislation.

     "Legal Action" has the meaning set forth in Section 3.6(g).

     "Liquidation" has the meaning set forth in Section 3 of Annex I.

     "Liquidation  Distribution" has the meaning set forth in Section 3 of Annex
I.

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority  in  liquidation  amount  of the  Securities"  means,  except  as
provided in the terms of the Preferred Securities set forth in Annex I hereto or
by the Trust Indenture Act, Holder(s) of outstanding  Securities voting together
as a single  class  or, as the  context  may  require,  Holders  of  outstanding
Preferred   Securities  or  Holders  of  outstanding  Common  Securities  voting
separately  as a  class,  who are the  record  owners  of more  than  50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise,  plus accrued and unpaid Distributions to
the date upon which the voting  percentages  are  determined) of all outstanding
Securities of the relevant class.

     "NYSE" means the New York Stock Exchange, Inc.

     "Officers'  Certificate"  means,  with respect to any Person, a certificate
signed by two  Authorized  Officers of such Person.  Any  Officers'  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Declaration shall include:

     (a) a statement  that each  officer  signing the  Certificate  has read the
covenant or condition and the definitions relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by each officer in rendering the Certificate;

     (c) a  statement  that  each such  officer  has made  such  examination  or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a statement as to whether,  in the opinion of each such  officer,  such
condition or covenant has been complied with.

     "Paying Agent" has the meaning set forth in Section 3.8(h).

     "Payment Amount" has the meaning set forth in Section 6.1.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred  Guarantee  Trustee" means The First National Bank of Chicago, a
national  banking  association,   as  trustee  under  the  Preferred  Securities
Guarantee until a successor is appointed  thereunder,  and thereafter means such
successor trustee.

     "Preferred  Securities Guarantee" means the guarantee agreement to be dated
as of February 4, 1997, of the Sponsor in respect of the Preferred Securities.

     "Preferred  Security  Beneficial Owner" means, with respect to a Book Entry
Interest,  a Person who is the beneficial owner of such Book Entry Interest,  as
reflected  on the  books of the  Depository  Institution,  or on the  books of a
Person  maintaining an account with such Depository  Institution  (directly as a
Depository Institution  Participant or as an indirect participant,  in each case
in accordance with the rules of such Depository Institution).

     "Pre-Issuance Interest" has the meaning set forth in Section 2(a) of Annex
I.

     "Preferred  Security  Certificate"  means  a  certificate   representing  a
Preferred Security substantially in the form of Exhibit A-1.

     "Pro Rata" has the meaning set forth in Section 8 of Annex I.

     "Quorum" means a majority of the Regular Trustees or, if there are only two
Regular Trustees, both of them.

     "Redemption/Distribution  Notice" has the meaning set forth in Section 4(g)
of Annex I.

     "Redemption Price" has the meaning set forth in Section 4(c) of Annex I.

     "Regular Trustee" has the meaning set forth in Section 5.1.

     "Regulatory  Capital  Event" has the meaning  set forth in Section  4(c) of
Annex I.

     "Related Party" means, with respect to the Sponsor,  any direct or indirect
wholly owned  subsidiary of the Sponsor or any other Person that owns,  directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

     "Resignation Request" has the meaning set forth in Section 5.6(c).

     "Responsible Officer" means, with respect to the Institutional Trustee, any
officer  within  the  Corporate  Trust  Office  of  the  Institutional  Trustee,
including  any  vice-president,  any  assistant  vice-president,  any  assistant
secretary,  the  treasurer,  any  assistant  treasurer  or other  officer of the
Corporate  Trust  Office of the  Institutional  Trustee  customarily  performing
functions similar to those performed by any of the above designated officers and
also means,  with  respect to a particular  corporate  trust  matter,  any other
officer to whom such matter is referred  because of that officer's  knowledge of
and familiarity with the particular subject.

     "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

     "Securities" means the Common Securities and the Preferred Securities.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Securities  Guarantees"  means the  Common  Securities  Guarantee  and the
Preferred Securities Guarantee.

     "Special Event" has the meaning set forth in Section 4(c) of Annex I.

     "Sponsor" means Fleet Financial Group, Inc., a Rhode Island corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

     "Stated Maturity" has the meaning set forth in Section 4(a) of Annex I.

     "Successor   Delaware  Trustee"  has  the  meaning  set  forth  in  Section
5.6(b)(ii).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor  Institutional  Trustee"  has the  meaning  set forth in Section
5.6(b)(i).

     "Successor Securities" has the meaning set forth in Section 3.15(b)(i).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

     "Tax Event" has the meaning set forth in Section 4(c) of Annex I.

     "10% in liquidation amount of the Securities" means,  except as provided in
the  terms of the  Preferred  Securities  set  forth in Annex I hereto or by the
Trust Indenture Act,  Holder(s) of outstanding  Securities  voting together as a
single class or, as the context may require,  Holders of  outstanding  Preferred
Securities or Holders of outstanding  Common  Securities  voting separately as a
class,  who are the record  owners of 10% or more of the  aggregate  liquidation
amount   (including  the  stated  amount  that  would  be  paid  on  redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting  percentages are  determined) of all outstanding  Securities of
the relevant class.

     "Transfer Agent" has the meaning set forth in Section 9.2(e).

     "Treasury   Regulations"  means  the  income  tax  regulations,   including
temporary  and proposed  regulations,  promulgated  under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trust  Indenture  Act" means the Trust  Indenture  Act of 1939, as amended
from time to time, or any successor legislation.

     "Trustee" or "Trustees"  means each Person who has signed this  Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the  terms  hereof,  and all  other  Persons  who may from  time to time be duly
appointed,  qualified and serving as Trustees in accordance  with the provisions
hereof,  and references  herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1  Trust Indenture Act; Application.

     (a) This  Declaration is subject to the  provisions of the Trust  Indenture
Act that are required to be part of this  Declaration  and shall,  to the extent
applicable, be governed by such provisions.

     (b) The Institutional  Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

     (c) If, and to the extent that, any provision of this  Declaration  limits,
qualifies  or  conflicts  with  the  duties  imposed  by  Sections  310 to  317,
inclusive, of the Trust Indenture Act, the duties imposed by the Trust Indenture
Act shall control.

     (d) The  application of the Trust Indenture Act to this  Declaration  shall
not  affect  the  nature of the  Securities  as equity  securities  representing
undivided beneficial interests in the assets of the Trust.

     SECTION 2.2 Lists of Holders of Securities.

     (a) Each of the  Sponsor  and the  Regular  Trustees on behalf of the Trust
shall  provide  the  Institutional  Trustee (i) within 14 days after each record
date for payment of  Distributions,  a list,  in such form as the  Institutional
Trustee may reasonably require, of the names and addresses of the Holders ("List
of Holders") as of such record date,  provided  that neither the Sponsor nor the
Regular  Trustees on behalf of the Trust shall be obligated to provide such List
of Holders at any time the List of Holders  does not differ from the most recent
List of  Holders  given to the  Institutional  Trustee  by the  Sponsor  and the
Regular Trustees on behalf of the Trust,  and (ii) at any other time,  within 30
days of receipt by the Trust of a written  request for a List of Holders as of a
date no  more  than 14  days  before  such  List  of  Holders  is  given  to the
Institutional Trustee. The Institutional Trustee shall preserve, in as current a
form as is reasonably  practicable,  all  information  contained in the Lists of
Holders  given to it or which it  receives in its  capacity as Paying  Agent (if
acting in such capacity) provided that the Institutional Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

     (b) The  Institutional  Trustee  shall  comply with its  obligations  under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3 Reports by the Institutional Trustee.

     Within 60 days after May 15 of each year, the  Institutional  Trustee shall
provide to the Holders of the Preferred  Securities such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust  Indenture Act. The  Institutional  Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

     SECTION 2.4  Periodic Reports to Institutional Trustee.

     Each of the Sponsor  and the Regular  Trustees on behalf of the Trust shall
provide  to the  Institutional  Trustee,  the  Holders  and the  Securities  and
Exchange  Commission  such  documents,  reports and  information  as required by
Section 314 (if any) and the compliance  certificate  required by Section 314 of
the Trust  Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust  Indenture Act  (provided  that any  certificate  to be
provided  pursuant  to Section  314(a)(4)  of the Trust  Indenture  Act shall be
provided within 120 days of the end of each fiscal year).

     SECTION 2.5 Evidence of Compliance with Conditions Precedent.

     Each of the Sponsor  and the Regular  Trustees on behalf of the Trust shall
provide to the  Institutional  Trustee  such  evidence  of  compliance  with any
conditions  precedent,  if any,  provided for in this Declaration that relate to
any of the matters set forth in Section  314(c) of the Trust  Indenture Act. Any
certificate  or opinion  required to be given by an officer  pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

     SECTION 2.6 Events of Default; Waiver.

     (a) Subject to Section  2.6(c),  the  Holders of a Majority in  liquidation
amount of Preferred  Securities may, by vote, on behalf of the Holders of all of
the  Preferred  Securities,  waive any past  Event of  Default in respect of the
Preferred  Securities  and its  consequences,  provided  that, if the underlying
Event of Default under the Indenture:

          (i)    is not waivable under the Indenture, the Event of Default under
                 the Declaration shall also not be waivable; or

          (ii)   requires  the  consent  or vote of greater  than a majority  in
                 principal  amount of the  holders of the  Debentures  (a "Super
                 Majority") to be waived under the Indenture,  then the Event of
                 Default under the Declaration may only be waived by the vote of
                 the Holders of at least the proportion in liquidation amount of
                 the  Preferred  Securities  that the  relevant  Super  Majority
                 represents of the aggregate  principal amount of the Debentures
                 outstanding; or

          (iii)  requires the consent or vote of each holder of Debentures to be
                 waived under the Indenture, then the Event of Default under the
                 Declaration  may only be  waived by each  Holder  of  Preferred
                 Securities.

     The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B)  of the Trust  Indenture Act and such Section  316(a)(1)(B)  of the
Trust Indenture Act is hereby  expressly  excluded from this Declaration and the
Securities,  as permitted by the Trust Indenture Act. Upon such waiver, any such
default  shall  cease to exist,  and any Event of  Default  with  respect to the
Preferred  Securities  arising therefrom shall be deemed to have been cured, for
every  purpose  of this  Declaration,  but no such  waiver  shall  extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon.  Any waiver by the Holders of
the  Preferred  Securities  of an Event of Default with respect to the Preferred
Securities  shall also be deemed to  constitute  a waiver by the  Holders of the
Common  Securities  of any such  Event of  Default  with  respect  to the Common
Securities for all purposes of this  Declaration  without any further act, vote,
or consent of the Holders of the Common Securities.

     (b) Subject to Section  2.6(c),  the  Holders of a Majority in  liquidation
amount of the Common Securities may, by vote, on behalf of the Holders of all of
the  Common  Securities,  waive any past Event of  Default  with  respect to the
Common Securities and its  consequences,  provided that, if the underlying Event
of Default under the Indenture:

          (i)  is not waivable under the Indenture,  except where the Holders of
               the Common  Securities  are deemed to have  waived  such Event of
               Default under the  Declaration  as provided below in this Section
               2.6(b),  then the Event of Default  under the  Declaration  shall
               also not be waivable; or

          (ii) requires  the  consent  or  vote of (A) a  Super  Majority  to be
               waived,  then the Event of Default under the Declaration may only
               be waived by the vote of the  Holders of at least the  proportion
               in liquidation  amount of the Common Securities that the relevant
               Super Majority  represents of the aggregate  principal  amount of
               the Debentures outstanding or (B) each holder of Debentures to be
               waived,  then the Event of Default under the Declaration may only
               be waived by each Holder of  Preferred  Securities,  except where
               the  Holders of the Common  Securities  are deemed to have waived
               such Event of Default under the  Declaration as provided below in
               this  Section  2.6(b);  provided  further,  each Holder of Common
               Securities  will be  deemed  to have  waived  any  such  Event of
               Default  and all  Events of  Default  with  respect to the Common
               Securities and its consequences  until all Events of Default with
               respect to the Preferred  Securities  have been cured,  waived or
               otherwise eliminated,  and until such Events of Default have been
               so  cured,  waived or  otherwise  eliminated,  the  Institutional
               Trustee  will be  deemed  to be  acting  solely  on behalf of the
               Holders of the Preferred  Securities  and only the Holders of the
               Preferred   Securities   will  have  the  right  to  direct   the
               Institutional  Trustee  in  accordance  with  the  terms  of  the
               Securities  set forth in Annex I hereto.  If any Event of Default
               with respect to the Preferred Securities is waived by the Holders
               of  Preferred  Securities  as provided in this  Declaration,  the
               Holders of Common  Securities  agree that such waiver  shall also
               constitute  the waiver of such Event of Default  with  respect to
               the Common  Securities  for all purposes  under this  Declaration
               without  any further  act,  vote or consent of the Holders of the
               Common  Securities.  Subject to the foregoing  provisions of this
               Section 2.6(b), upon such waiver, any such default shall cease to
               exist  and any  Event  of  Default  with  respect  to the  Common
               Securities  arising  therefrom shall be deemed to have been cured
               for every purpose of this  Declaration,  but no such waiver shall
               extend to any  subsequent  or other  default  or Event of Default
               with  respect  to the  Common  Securities  or  impair  any  right
               consequent  thereon.  The  foregoing  provisions  of this Section
               2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B)
               of the Trust  Indenture  Act and such Sections  316(a)(1)(A)  and
               316(a)(1)(B)  of the Trust  Indenture  Act are  hereby  expressly
               excluded from this  Declaration and the Securities,  as permitted
               by the Trust Indenture Act.  Subject to the foregoing  provisions
               of this Section 2.6(b),  upon such waiver, any such default shall
               cease to exist  and any  Event of  Default  with  respect  to the
               Common Securities  arising therefrom shall be deemed to have been
               cured for every purpose of this  Declaration,  but no such waiver
               shall  extend  to any  subsequent  or other  default  or Event of
               Default with respect to the Common Securities or impair any right
               consequent thereon.

     (c) The  right  of any  Holder  to  receive  payment  of  Distributions  in
accordance  with this  Declaration  and the terms of the Securities set forth in
Annex I on or after the respective payment dates therefor,  or to institute suit
for the  enforcement of any such payment on or after such payment  dates,  shall
not be impaired without the consent of each such Holder.

     (d)  A  waiver  of  an  Event  of  Default   under  the  Indenture  by  the
Institutional  Trustee at the written  direction of the Holders of the Preferred
Securities,  constitutes  a waiver of the  corresponding  Event of Default under
this  Declaration.  The foregoing  provisions of this Section 2.6(d) shall be in
lieu of  Section  316(a)(1)(B)  of the  Trust  Indenture  Act and  such  Section
316(a)(1)(B) of the Trust Indenture Act is hereby  expressly  excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

     SECTION 2.7 Event of Default; Notice.

     (a) The Institutional Trustee shall, within 90 days after the occurrence of
an Event of Default,  transmit  by mail,  first class  postage  prepaid,  to the
Holders, notice of all defaults with respect to the Securities actually known to
a Responsible Officer, unless such defaults have been cured before the giving of
such notice (the term  "defaults"  for the purposes of this Section 2.7(a) being
hereby  defined  to be an Event of Default  as  defined  in the  Indenture,  not
including  any periods of grace  provided  for therein and  irrespective  of the
giving of any notice provided  therein);  provided that, except for a default in
the  payment  of  principal  of,  premium,  if any,  or  interest  on any of the
Debentures or in the payment of any sinking fund installment established for the
Debentures,  the  Institutional  Trustee shall be protected in withholding  such
notice if and so long as a Responsible Officer in good faith determines that the
withholding  of such notice is in the  interests  of the  Holders;  and provided
further,  that in the case of any default of the character  specified in Section
5.01(c) of the  Indenture,  no such  notice to Holders  shall be given  until at
least 60 days after the  occurrence  thereof  but shall be given  within 90 days
after such occurrence.

     (b) The Institutional  Trustee shall not be deemed to have knowledge of any
default except:

          (i)    a default under Sections 5.01(a),  (b), (d), (e) and (f) of the
                 Indenture; or

          (ii)   any default as to which the  Institutional  Trustee  shall have
                 received  written  notice  or of  which a  Responsible  Officer
                 charged with the  administration  of the Declaration shall have
                 actual knowledge.

                                   ARTICLE III
                                  ORGANIZATION

     SECTION 3.1  Name.

     The Trust  continued by this  Declaration is named "Fleet Capital Trust I,"
as such name may be modified from time to time by the Regular Trustees following
written notice to the Holders. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

     SECTION 3.2  Office.

     The  address of the  principal  office of the Trust is c/o Fleet  Financial
Group,  Inc., One Federal Street,  Boston,  Massachusetts  02110.  Upon ten (10)
Business Days' written notice to the Holders of Securities, the Regular Trustees
may designate another principal office.

     SECTION 3.3  Purpose.

     The exclusive  purposes and functions of the Trust are (i) to issue (a) its
Preferred  Securities  pursuant to the Dealer Manager  Agreement in exchange for
Depositary  Shares  validly  tendered in the Offer and deliver  such  Depositary
Shares to the Debenture  Issuer in consideration of the deposit by the Debenture
Issuer in the Trust as trust assets of  Debentures  having an  aggregate  stated
principal  amount  equal  to the  aggregate  stated  liquidation  amount  of the
Depositary  Shares so delivered and (b) its Common  Securities to the Sponsor in
exchange  for  cash and  invest  the  proceeds  thereof  in an  equal  aggregate
principal  amount  of  Debentures,  (ii)  to  enter  into  such  agreements  and
arrangements  as may be necessary in  connection  with the Offer and to take all
actions,  and  exercise  such  discretion,  as may be  necessary or desirable in
connection with the Offer and to file such registration  statements or make such
other filings under the Securities Act, the Exchange Act or state  securities or
"Blue Sky" laws as may be necessary or  desirable in  connection  with the Offer
and the  issuance of the  Preferred  Securities,  and (iii)  except as otherwise
limited herein, to engage in only those other activities necessary or incidental
thereto.  As more  specifically  provided  in Section  3.7,  the Trust shall not
borrow money,  issue debt or reinvest proceeds derived from investments,  pledge
any of its assets,  or  otherwise  undertake  (or permit to be  undertaken)  any
activity  that would  cause the Trust not to be  classified  for  United  States
federal income tax purposes as a grantor trust.

     SECTION 3.4  Authority.

     Subject to the limitations provided in this Declaration and to the specific
duties of the Institutional  Trustee,  the Regular Trustees shall have exclusive
and complete  authority to carry out the purposes of the Trust. Any action taken
by the Regular Trustees in accordance with their powers shall constitute the act
of and serve to bind the Trust and any action taken by the Institutional Trustee
on behalf of the Trust in accordance with its powers shall constitute the act of
and serve to bind the Trust.  In dealing with the  Trustees  acting on behalf of
the Trust,  no person  shall be required to inquire  into the  authority  of the
Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely
conclusively  on the power and  authority  of the  Trustees as set forth in this
Declaration.

     SECTION 3.5 Title to Property of the Trust.

     Except as provided in Section 3.8 with  respect to the  Debentures  and the
Institutional  Trustee  Account or as  otherwise  provided in this  Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal  title to any part of the  assets of the  Trust,  but shall
have an undivided beneficial interest in the assets of the Trust.

     SECTION 3.6 Powers and Duties of the Regular Trustees.

     The Regular Trustees shall have the exclusive power,  duty and authority to
cause the Trust to engage in the following activities:

     (a) to  issue  the  Securities  in  accordance  with  this  Declaration  in
connection  with the exchange of the  Preferred  Securities  and the sale of the
Common Securities;  provided, however, that the Trust may issue no more than one
series of Preferred Securities and no more than one series of Common Securities;
and, provided further,  that there shall be no interests in the Trust other than
the  Securities,  and the issuance of Securities  shall be limited to a one-time
simultaneous  issuance of both Preferred Securities and Common Securities on the
Closing Date;

     (b) in connection with the issue and exchange of the Preferred  Securities,
at the direction of the Sponsor, to:

          (i)    execute and file with the Commission  one or more  registration
                 statements  on Form S-4 prepared by the Sponsor,  including any
                 and  all  amendments  thereto,   pertaining  to  the  Preferred
                 Securities;

          (ii)   execute and file any documents prepared by the Sponsor, or take
                 any acts as  determined by the Sponsor to be necessary in order
                 to qualify or register all or part of the Preferred  Securities
                 in any State in which the Sponsor has  determined to qualify or
                 register such Preferred Securities for exchange;

          (iii)  execute and file an  application,  prepared by the Sponsor,  to
                 the NYSE,  Inc.  or any other  national  stock  exchange or the
                 NASDAQ Stock Market's  National Market for listing or quotation
                 upon notice of issuance of any Preferred Securities;

          (iv)   execute and file with the Commission a  registration  statement
                 on Form 8-A, including any amendments thereto,  prepared by the
                 Sponsor,   relating  to  the   registration  of  the  Preferred
                 Securities under Section 12(b) of the Exchange Act;

          (v)    prepare,  execute and file with the Commission an Issuer Tender
                 Offer  statement  on  Schedule  13E-3  or  Schedule  13E-4,  as
                 necessary,  or any other appropriate document or schedule,  and
                 any amendment thereto;

          (vi)   execute and enter into the Dealer Manager  Agreement  providing
                 for the exchange of the Preferred Securities;

          (vii)  execute and enter into one or more exchange  agent  agreements,
                 information  agent  agreements  or other  agreements  as may be
                 required in connection with the Offer; and

          (viii) execute and deliver letters, documents or instruments with DTC.

     (c) to acquire  the  Debentures  in  consideration  of the  transfer of the
Depositary  Shares  received upon exchange of the Preferred  Securities  and the
sale of the Common  Securities;  provided,  however,  that the Regular  Trustees
shall cause legal  title to the  Debentures  to be held of record in the name of
the Institutional Trustee for the benefit of the Holders;

     (d) to give the Sponsor and the Institutional Trustee prompt written notice
of the occurrence of a Special Event;

     (e) to  establish  a record  date with  respect to all  actions to be taken
hereunder that require a record date be established,  including and with respect
to,  for  the  purposes  of  Section   316(c)  of  the  Trust   Indenture   Act,
Distributions,  voting rights,  redemptions and exchanges, and to issue relevant
notices to the Holders of  Securities as to such actions and  applicable  record
dates;

     (f) to take all actions  and perform  such duties as may be required of the
Regular  Trustees  pursuant to the terms of the  Securities set forth in Annex I
hereto;

     (g) to bring or defend,  pay,  collect,  compromise,  arbitrate,  resort to
legal  action,  or  otherwise  adjust  claims or demands of or against the Trust
("Legal Action"),  unless pursuant to Section 3.8(e), the Institutional  Trustee
has the exclusive power to bring such Legal Action;

     (h) to  employ  or  otherwise  engage  employees  and  agents  (who  may be
designated  as officers with titles) and managers,  contractors,  advisors,  and
consultants and pay reasonable compensation for such services;

     (i) to cause the Trust to comply  with the  Trust's  obligations  under the
Trust Indenture Act;

     (j) to give the  certificate  required  by Section  314(a)(4)  of the Trust
Indenture Act to the Institutional Trustee, which certificate may be executed by
any Regular Trustee;

     (k) to incur  expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

     (l) to act as, or appoint  another  Person to act as,  registrar,  transfer
agent and paying agent for the Securities;

     (m) to give prompt  written  notice to the  Holders of any notice  received
from the Debenture  Issuer of its election to defer  payments of interest on the
Debentures by extending the interest payment period under the Indenture;

     (n) to execute all documents or instruments, perform all duties and powers,
and do all things  for and on behalf of the Trust in all  matters  necessary  or
incidental to the foregoing;

     (o) to take  all  action  that  may be  necessary  or  appropriate  for the
preservation  and the  continuation  of the  Trust's  valid  existence,  rights,
franchises  and  privileges as a statutory  business trust under the laws of the
State of Delaware  and of each other  jurisdiction  in which such  existence  is
necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

     (p) to take any action,  not  inconsistent  with this  Declaration  or with
applicable law, that the Regular  Trustees  determine in their  discretion to be
necessary or desirable in carrying out the activities of the Trust as set out in
this Section 3.6, including, but not limited to:

          (i)    causing the Trust not to be deemed to be an Investment  Company
                 required to be registered under the Investment Company Act;

          (ii)   causing the Trust to be classified  for United  States  federal
                 income tax purposes as a grantor trust; and

          (iii)  cooperating  with  the  Debenture  Issuer  to  ensure  that the
                 Debentures  will be treated as  indebtedness  of the  Debenture
                 Issuer for United States federal income tax purposes,

     provided  that such  actions  do not  adversely  affect  the  interests  of
Holders; and

     (q) to take all action  necessary to cause all  applicable  tax returns and
tax information  reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Regular Trustees, on behalf of the Trust.

     The Regular  Trustees  shall  exercise the powers set forth in this Section
3.6 in a manner that is consistent  with the purposes and functions of the Trust
set out in Section 3.3, and the Regular  Trustees shall not take any action that
is  inconsistent  with the  purposes  and  functions  of the  Trust set forth in
Section 3.3.

     Subject to this Section 3.6,  the Regular  Trustees  shall have none of the
powers or the authority of the Institutional Trustee set forth in Section 3.8.

     Any expenses  incurred by the Regular Trustees pursuant to this Section 3.6
shall be reimbursed by the Debenture Issuer.

     SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

     (a) The Trust shall not,  and the  Trustees  (including  the  Institutional
Trustee)  shall  cause the Trust not to,  engage in any  activity  other than in
connection with the purpose of the Trust or other than as required or authorized
by this  Declaration.  In  particular,  the Trust  shall not,  and the  Trustees
(including the Institutional Trustee) shall cause the Trust not to:

          (i)    invest any  proceeds  received  by the Trust from  holding  the
                 Debentures,  but shall  distribute all such proceeds to Holders
                 pursuant  to  the  terms  of  this   Declaration   and  of  the
                 Securities;

          (ii)   acquire any assets other than as expressly provided herein;

          (iii)  possess Trust property for other than a Trust purpose;

          (iv)   make any investments, other than investments represented by the
                 Debentures;

          (v)    possess any power or otherwise act in such a way as to vary the
                 Trust  assets  or the  terms  of  the  Securities  in  any  way
                 whatsoever;

          (vi)   issue any securities or other evidences of beneficial ownership
                 of,  or  beneficial  interest  in,  the  Trust  other  than the
                 Securities;

          (vii)  incur any indebtedness for borrowed money; or

          (viii) other than as provided in this  Declaration  or Annex I hereto,
                 (A) direct the time,  method and place of exercising  any trust
                 or power  conferred  upon the Debt  Trustee with respect to the
                 Debentures,  (B) waive any past default that is waivable  under
                 the  Indenture,  (C) exercise any right to rescind or annul any
                 declaration  that the principal of all the  Debentures  held in
                 the  Trust  shall be due and  payable,  or (D)  consent  to any
                 amendment,  modification or termination of the Indenture or the
                 Debentures   if  such  action  would  cause  the  Trust  to  be
                 classified  for United  States  federal  income tax purposes as
                 other  than a  grantor  trust or would  cause  the  Trust to be
                 deemed an Investment  Company  required to be registered  under
                 the Investment Company Act.

     SECTION 3.8 Powers and Duties of the Institutional Trustee.

     (a) The legal title to the Debentures  shall be owned by and held of record
in the  name of the  Institutional  Trustee  in  trust  for the  benefit  of the
Holders.  The right,  title and  interest  of the  Institutional  Trustee to the
Debentures  shall  vest  automatically  in  each  Person  who may  hereafter  be
appointed as Institutional  Trustee in accordance with Section 5.6. Such vesting
and cessation of title shall be effective whether or not conveyancing  documents
with regard to the Debentures have been executed and delivered.

     (b) The  Institutional  Trustee  shall not  transfer  its right,  title and
interest in the  Debentures to the Regular  Trustees or to the Delaware  Trustee
(if the Institutional Trustee does not also act as Delaware Trustee).

     (c) The Institutional Trustee shall:

          (i)    establish and maintain a segregated  non-interest bearing trust
                 account (the  "Institutional  Trustee  Account") in the name of
                 and under the exclusive control of the Institutional Trustee on
                 behalf of the  Holders  and,  upon the  receipt of  payments of
                 funds  made  in  respect   of  the   Debentures   held  by  the
                 Institutional   Trustee,    deposit   such   funds   into   the
                 Institutional  Trustee Account and make payments to the Holders
                 from the  Institutional  Trustee  Account  in  accordance  with
                 Section 6.1. Funds in the  Institutional  Trustee Account shall
                 be held  uninvested  until  disbursed in  accordance  with this
                 Declaration;

          (ii)   engage in such ministerial  activities as shall be necessary or
                 appropriate  to effect the  redemption of the Securities to the
                 extent the Debentures are redeemed or mature; and

          (iii)  upon  written  notice of  distribution  issued  by the  Regular
                 Trustees in accordance with the terms of the Securities, engage
                 in  such  ministerial  activities  as  shall  be  necessary  or
                 appropriate  to effect the  distribution  of the  Debentures to
                 Holders in accordance with the provisions of the Indenture.

     (d) The  Institutional  Trustee  shall take all actions  and  perform  such
duties as may be specifically  required of the Institutional Trustee pursuant to
the terms of the Securities.

     (e) The Institutional  Trustee shall take any Legal Action which arises out
of or in connection with (i) an Event of Default of which a Responsible  Officer
has actual knowledge or (ii) the Institutional  Trustee's duties and obligations
under this Declaration or the Trust Indenture Act. If the Institutional  Trustee
fails to enforce its rights  under the  Debentures  after a Holder of  Preferred
Securities  has made a  written  request,  such  Holder  may  institute  a legal
proceeding against Fleet to enforce the Institutional Trustee's rights under the
Debentures   without  first   instituting  any  legal  proceeding   against  the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the  failure of the  Debenture  Issuer to pay  interest  or
principal on the  Debentures on the date such interest or principal is otherwise
payable (or in the case of redemption, on the redemption date), then a Holder of
Preferred  Securities  may directly  institute a proceeding  for  enforcement of
payment to such  Holder of the  principal  of, or  interest  on, the  Debentures
having a  principal  amount  equal to the  aggregate  liquidation  amount of the
Preferred  Securities  of such  Holder  (a  "Direct  Action")  on or  after  the
respective due date specified in the  Debentures.  Notwithstanding  any payments
made  to  such  Holder  of  Preferred  Securities  by the  Debenture  Issuer  in
connection with a Direct Action,  the Debenture Issuer shall remain obligated to
pay the  principal  of or  interest on the  Debentures  held by the Trust or the
Institutional Trustee of the Trust, and the Debenture Issuer shall be subrogated
to the  rights of the  Holder  of such  Preferred  Securities  with  respect  to
payments  on the  Preferred  Securities.  Except as  provided  in the  preceding
sentences and in the Preferred  Securities  Guarantee,  the Holders of Preferred
Securities will not be able to exercise  directly any other remedy  available to
the holders of the Debentures.

     (f) The Institutional Trustee shall not resign as a Trustee unless either:

          (i)    the Trust has been  completely  liquidated  and the proceeds of
                 the  liquidation  distributed  to the  Holders  pursuant to the
                 terms of the Securities; or

          (ii)   a Successor  Institutional  Trustee has been  appointed and has
                 accepted that appointment in accordance with Section 5.6.

     (g) The Institutional Trustee shall have the legal power to exercise all of
the rights,  powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default  actually known to a Responsible  Officer occurs and
is continuing,  the  Institutional  Trustee  shall,  for the benefit of Holders,
enforce  its  rights as holder of the  Debentures  subject  to the rights of the
Holders pursuant to the terms of such Securities.

     (h) The Institutional  Trustee may authorize one or more Persons acceptable
to the Trust (each, a "Paying Agent") to pay Distributions,  redemption payments
or  liquidation  payments on behalf of the Trust with respect to the  Securities
and any such  Paying  Agent  shall  comply  with  Section  317(b)  of the  Trust
Indenture Act. Any Paying Agent may be removed by the  Institutional  Trustee at
any  time and a  successor  Paying  Agent or  additional  Paying  Agents  may be
appointed at any time by the Institutional  Trustee,  in each case without prior
notice to the Holders.  The Paying Agent may perform such functions whenever the
Institutional  Trustee may do so. Each reference in this  Declaration to payment
to the Holders by the  Institutional  Trustee  includes such payment by a Paying
Agent. A Paying Agent has the same rights as the  Institutional  Trustee to deal
with the Sponsor or an Affiliate,  and itself may be the Trust,  an Affiliate of
the Trust or a Related Party of the Sponsor.  The  Institutional  Trustee hereby
appoints  Fleet  National  Bank  to  initially  act  as  Paying  Agent  for  the
Securities.

     (i) The  Institutional  Trustee  shall give  prompt  written  notice to the
Holders of the Securities of any notice received by it from the Debenture Issuer
of the  Debenture  Issuer's  election  to  defer  payments  of  interest  on the
Debentures by extending the interest payment period with respect thereto.

     (j) The  Institutional  Trustee  shall notify all Holders of the  Preferred
Securities of any notice of default  received from the Debt Trustee with respect
to the Debentures.  Such notice shall state that such event of default under the
Indenture also constitutes an Event of Default hereunder.

     (k) Subject to this Section 3.8, the Institutional  Trustee shall have none
of the duties, liabilities,  powers or the authority of the Regular Trustees set
forth in Section 3.6.

     The  Institutional  Trustee  shall  exercise  the  powers set forth in this
Section 3.8 and in Sections 3.9 and 3.10 in a manner that is consistent with the
purposes  and   functions  of  the  Trust  set  out  in  Section  3.3,  and  the
Institutional  Trustee shall not take any action that is  inconsistent  with the
purposes and functions of the Trust set out in Section 3.3.

     SECTION  3.9  Certain  Duties  and  Responsibilities  of the  Institutional
Trustee.

     (a) The  Institutional  Trustee,  before  the  occurrence  of any  Event of
Default  and after the curing of all Events of Default  that may have  occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Declaration and no implied  covenants shall be read into this  Declaration
against the  Institutional  Trustee.  In case an Event of Default  has  occurred
(that  has not  been  cured  or  waived  pursuant  to  Section  2.6) of  which a
Responsible  Officer  has actual  knowledge,  the  Institutional  Trustee  shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their  exercise,  as a prudent person would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

     (b) No  provision  of this  Declaration  shall be  construed to relieve the
Institutional  Trustee from  liability  for its own  negligent  action,  its own
negligent failure to act, or its own willful misconduct, except that:

          (i)    prior to the  occurrence  of an Event of Default  and after the
                 curing or waiving of all such  Events of Default  that may have
                 occurred:

             (A) the duties and obligations of the  Institutional  Trustee shall
                 be  determined  solely  by  the  express   provisions  of  this
                 Declaration and the  Institutional  Trustee shall not be liable
                 except for the  performance  of such duties and  obligations as
                 are specifically set forth in this Declaration,  and no implied
                 covenants or  obligations  shall be read into this  Declaration
                 against the Institutional Trustee; and

             (B) in the  absence  of bad faith on the part of the  Institutional
                 Trustee, the Institutional Trustee may conclusively rely, as to
                 the truth of the statements and the correctness of the opinions
                 expressed therein,  upon any certificates or opinions furnished
                 to the Institutional Trustee and conforming to the requirements
                 of this  Declaration;  but in the case of any such certificates
                 or  opinions  that by any  provision  hereof  are  specifically
                 required to be  furnished  to the  Institutional  Trustee,  the
                 Institutional Trustee shall be under a duty to examine the same
                 to determine whether or not they conform to the requirements of
                 this Declaration;

          (ii)   the Institutional  Trustee shall not be liable for any error of
                 judgment made in good faith by a Responsible Officer, unless it
                 shall be proved that the Institutional Trustee was negligent in
                 ascertaining the pertinent facts;

          (iii)  the  Institutional  Trustee shall not be liable with respect to
                 any action  taken or omitted to be taken by it in good faith in
                 accordance with the direction of the Holders of not less than a
                 Majority in liquidation  amount of the  Securities  relating to
                 the time, method and place of conducting any proceeding for any
                 remedy available to the  Institutional  Trustee,  or exercising
                 any trust or power  conferred  upon the  Institutional  Trustee
                 under this Declaration;

          (iv)   no   provision   of  this   Declaration   shall   require   the
                 Institutional  Trustee  to  expend  or risk  its own  funds  or
                 otherwise incur personal financial liability in the performance
                 of any of its duties or in the exercise of any of its rights or
                 powers, if it shall have reasonable  grounds for believing that
                 the  repayment  of such funds or  liability  is not  reasonably
                 assured to it under the terms of this  Declaration  or adequate
                 indemnity against such risk is not reasonably assured to it;

          (v)    the  Institutional  Trustee's  sole  duty with  respect  to the
                 custody,   safe  keeping  and  physical   preservation  of  the
                 Debentures and the  Institutional  Trustee  Account shall be to
                 deal  with   such   property   in  a  similar   manner  as  the
                 Institutional  Trustee deals with similar  property for its own
                 account,   subject  to  the   protections  and  limitations  on
                 liability  afforded  to the  Institutional  Trustee  under this
                 Declaration and the Trust Indenture Act;

          (vi)   the  Institutional  Trustee shall have no duty or liability for
                 or  with  respect  to  the  value,  genuineness,  existence  or
                 sufficiency  of the  Debentures  or the payment of any taxes or
                 assessments levied thereon or in connection therewith;

          (vii)  the Institutional  Trustee shall not be liable for any interest
                 on any money  received by it except as it may  otherwise  agree
                 with the Sponsor.  Money held by the Institutional Trustee need
                 not be  segregated  from  other  funds  held  by it  except  in
                 relation to the Institutional Trustee Account maintained by the
                 Institutional  Trustee pursuant to Section 3.8(c)(i) and except
                 to the extent otherwise required by law; and

          (viii) the   Institutional   Trustee  shall  not  be  responsible  for
                 monitoring  the  compliance  by  the  Regular  Trustees  or the
                 Sponsor with their  respective  duties under this  Declaration,
                 nor shall the  Institutional  Trustee be liable for any default
                 or misconduct of the Regular Trustees or the Sponsor.

     SECTION 3.10 Certain Rights of the Institutional Trustee.

     (a) Subject to the provisions of Section 3.9:

          (i)    the  Institutional  Trustee may rely and shall be  protected in
                 acting  or   refraining   from  acting  upon  any   resolution,
                 certificate,  statement,  instrument,  opinion, report, notice,
                 request,  consent,  order,  bond,  debenture  or other paper or
                 document  believed by it to be genuine and to have been signed,
                 sent or presented by the proper party or parties;

          (ii)   any  direction  or act of the Sponsor or the  Regular  Trustees
                 contemplated   by  this   Declaration   shall  be  sufficiently
                 evidenced by an Officers' Certificate;

          (iii)  whenever  in  the  administration  of  this  Declaration,   the
                 Institutional  Trustee shall deem it desirable that a matter be
                 proved or established before taking,  suffering or omitting any
                 action  hereunder,  the  Institutional  Trustee  (unless  other
                 evidence is herein specifically prescribed) may, in the absence
                 of bad faith on its part, request and conclusively rely upon an
                 Officers'  Certificate  which,  upon  receipt of such  request,
                 shall be  promptly  delivered  by the  Sponsor  or the  Regular
                 Trustees;

          (iv)   the  Institutional  Trustee  shall  have  no duty to see to any
                 recording,  filing or registration of any instrument (including
                 any financing or continuation statement or any filing under tax
                 or   securities   laws)  or  any   rerecording,   refiling   or
                 registration thereof;

          (v)    the  Institutional  Trustee may consult  with  counsel or other
                 experts  and the advice or opinion of such  counsel and experts
                 with  respect to legal  matters  or advice  within the scope of
                 such  experts'  area of  expertise  shall be full and  complete
                 authorization  and  protection  in respect of any action taken,
                 suffered  or  omitted  by it  hereunder  in good  faith  and in
                 accordance  with such advice or opinion,  which  counsel may be
                 counsel  to the  Sponsor  or any of  its  Affiliates,  and  may
                 include any of its employees.  The Institutional  Trustee shall
                 have the right at any time to seek instructions  concerning the
                 administration  of this Declaration from any court of competent
                 jurisdiction;

          (vi)   the  Institutional  Trustee  shall be under  no  obligation  to
                 exercise  any of the  rights  or  powers  vested  in it by this
                 Declaration  at the request,  order or direction of any Holder,
                 unless such  Holder  shall have  provided to the  Institutional
                 Trustee  reasonable  security and indemnity  against the costs,
                 expenses  (including  attorneys'  fees  and  expenses  and  the
                 expenses of the  Institutional  Trustee's  agents,  nominees or
                 custodians)  and  liabilities  that might be  incurred by it in
                 complying  with  such  request  or  direction,  including  such
                 reasonable  advances as may be requested  by the  Institutional
                 Trustee  provided,  that,  nothing  contained  in this  Section
                 3.10(a)(vi)   shall  be  taken  to  relieve  the  Institutional
                 Trustee,  upon the  occurrence  of an Event of Default,  of its
                 obligation  to exercise  the rights and powers  vested in it by
                 this Declaration;

          (vii)  the  Institutional  Trustee  shall  not be  bound  to make  any
                 investigation   into  the  facts  or  matters   stated  in  any
                 resolution,   certificate,   statement,   instrument,  opinion,
                 report,  notice,  request,   consent,  order,  approval,  bond,
                 debenture,   coupon  or  other  paper  or  document,   but  the
                 Institutional Trustee, in its discretion, may make such further
                 inquiry or  investigation  into such facts or matters as it may
                 see fit;

          (viii) the  Institutional  Trustee  may  execute  any of the trusts or
                 powers   hereunder  or  perform  any  duties  hereunder  either
                 directly  or by or  through  agents,  custodians,  nominees  or
                 attorneys   and  the   Institutional   Trustee   shall  not  be
                 responsible for any misconduct or negligence on the part of any
                 agent or attorney appointed with due care by it hereunder;

          (ix)   any  action  taken by the  Institutional  Trustee or its agents
                 hereunder  shall  bind  the  Trust  and  the  Holders;  and the
                 signature  of the  Institutional  Trustee or its  agents  alone
                 shall be  sufficient  and  effective to perform any such action
                 and no third  party  shall be  required  to  inquire  as to the
                 authority of the  Institutional  Trustee to so act or as to its
                 compliance  with  any of  the  terms  and  provisions  of  this
                 Declaration,  both of which shall be conclusively  evidenced by
                 the Institutional Trustee's or its agent's taking such action;

          (x)    whenever  in  the   administration   of  this  Declaration  the
                 Institutional  Trustee  shall  deem  it  desirable  to  receive
                 instructions  with respect to enforcing  any remedy or right or
                 taking any other action hereunder,  the  Institutional  Trustee
                 (i)  may   request   instructions   from  the   Holders   which
                 instructions  may  only be  given  by the  Holders  of the same
                 proportion in liquidation  amount of the Securities as would be
                 entitled to direct the Institutional Trustee under the terms of
                 the Securities in respect of such remedy, right or action, (ii)
                 may refrain from  enforcing such remedy or right or taking such
                 other action until such  instructions  are received,  and (iii)
                 shall be protected in  conclusively  relying on or acting in or
                 accordance with such instructions; and

          (xi)   except as otherwise expressly provided by this Declaration, the
                 Institutional Trustee shall not be under any obligation to take
                 any action that is  discretionary  under the provisions of this
                 Declaration.

     (b) No provision of this Declaration  shall be deemed to impose any duty or
obligation on the  Institutional  Trustee to perform any act or acts or exercise
any  right,  power,  duty or  obligation  conferred  or  imposed  on it,  in any
jurisdiction in which it shall be illegal, or in which the Institutional Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform any such act or acts,  or to exercise  any such  right,  power,  duty or
obligation.  No  permissive  power or authority  available to the  Institutional
Trustee shall be construed to be a duty.

     SECTION 3.11 Delaware Trustee.

     Notwithstanding  any other provision of this Declaration other than Section
5.2, the  Delaware  Trustee  shall not be entitled to exercise  any powers,  nor
shall the Delaware  Trustee have any of the duties and  responsibilities  of the
Regular Trustees or the  Institutional  Trustee  described in this  Declaration.
Except as set forth in Section 5.2, the Delaware  Trustee shall be a Trustee for
the sole and limited  purpose of fulfilling the  requirements of Section 3807 of
the Business Trust Act.  Notwithstanding  anything  herein to the contrary,  the
Delaware  Trustee  shall not be liable for the acts or  omissions  to act of the
Trust or of the Regular  Trustees  except such acts as the  Delaware  Trustee is
expressly  obligated or authorized to undertake  under this  Declaration  or the
Business Trust Act and except for the gross negligence or willful  misconduct of
the Delaware Trustee.

     SECTION 3.12 Execution of Documents.

     Unless  otherwise  determined  by  the  Regular  Trustees,  and  except  as
otherwise  required by the Business Trust Act or applicable  law, any one of the
Regular  Trustees is  authorized to execute on behalf of the Trust any documents
which the Regular  Trustees have the power and authority to execute  pursuant to
Section 3.6.

     SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

     The recitals  contained in this  Declaration  and the  Securities  shall be
taken as the  statements  of the  Sponsor,  and the  Trustees  do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or  condition of the  property of the Trust or any part  thereof.  The
Trustees  make no  representations  as to the  validity or  sufficiency  of this
Declaration or the Securities.

     SECTION 3.14 Duration of Trust.

     The Trust,  unless  terminated  pursuant to the  provisions of Article VIII
hereof, shall have existence until February 4, 2051.

     SECTION 3.15  Mergers.

     (a) The Trust may not  consolidate,  amalgamate,  merge with or into, or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an  entirety  to any  corporation  or other  body,  except  as
described in Section 3.15(b) and (c).

     (b) The Trust may,  with the consent of the Regular  Trustees  or, if there
are more than two, a majority of the Regular  Trustees,  and without the consent
of the Holders, the Institutional Trustee or the Delaware Trustee,  consolidate,
amalgamate,  merge with or into,  or be  replaced by a trust  organized  as such
under the laws of any State of the United States; provided that:

          (i)    if the Trust is not the survivor,  such  successor  entity (the
                 "Successor Entity") either:

             (A) expressly assumes all of the obligations of the Trust under the
                 Securities; or

             (B) substitutes  for  the  Preferred  Securities  other  securities
                 having substantially the same terms as the Preferred Securities
                 (the   "Successor   Securities")   so  long  as  the  Successor
                 Securities rank the same as the Preferred  Securities rank with
                 respect  to  Distributions   and  payments  upon   liquidation,
                 redemption and otherwise;

          (ii)   the Debenture  Issuer  expressly  acknowledges a trustee of the
                 Successor  Entity that  possesses the same powers and duties as
                 the Institutional Trustee as the holder of the Debentures;

          (iii)  the  Preferred  Securities  or  any  Successor  Securities  are
                 listed,  or  any  Successor  Securities  will  be  listed  upon
                 notification of issuance,  on any national  securities exchange
                 or with another  organization on which the Preferred Securities
                 are then listed or quoted;

          (iv)   such merger,  consolidation,  amalgamation or replacement  does
                 not cause the  Preferred  Securities  (including  any Successor
                 Securities)  to be  downgraded  by  any  nationally  recognized
                 statistical rating organization;

          (v)    such merger,  consolidation,  amalgamation or replacement  does
                 not adversely affect the rights,  preferences and privileges of
                 the  Holders  (including  any  Successor   Securities)  in  any
                 material  respect  (other than with  respect to any dilution of
                 such Holders' interests in the Successor Entity);

          (vi)   such  Successor  Entity has a purpose  identical to that of the
                 Trust;

          (vii)  prior   to  such   merger,   consolidation,   amalgamation   or
                 replacement,  the Debenture Issuer has received an opinion of a
                 nationally   recognized   independent   counsel  to  the  Trust
                 experienced in such matters to the effect that:

             (A) such merger,  consolidation,  amalgamation or replacement  does
                 not adversely affect the rights,  preferences and privileges of
                 the  Holders  (including  any  Successor   Securities)  in  any
                 material  respect  (other than with  respect to any dilution of
                 the Holders' interest in the Successor Entity); and

             (B) following   such   merger,   consolidation,   amalgamation   or
                 replacement, neither the Trust nor the Successor Entity will be
                 required to register as an Investment Company; and

             (C) following   such   merger,   consolidation,   amalgamation   or
                 replacement,  the  Trust  (or  the  Successor  Entity)  will be
                 treated as a grantor trust for United States federal income tax
                 purposes; and

          (viii) the Sponsor guarantees the obligations of such Successor Entity
                 under the Successor  Securities at least to the extent provided
                 by the Preferred Securities Guarantee and the Common Securities
                 Guarantee.

     (c) Notwithstanding  Section 3.15(b),  the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate,  amalgamate,  merge with or into, or replace it, if
such consolidation, amalgamation, merger or replacement would cause the Trust or
Successor  Entity to be  classified  as other  than a grantor  trust for  United
States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

     SECTION 4.1  Sponsor's Purchase of Common Securities.

     On the Closing Date the Sponsor will purchase all of the Common  Securities
issued by the Trust,  in an amount at least equal to 3% of the total  capital of
the Trust,  at the same time as the Preferred  Securities are issued in exchange
for Depositary Shares in the Offer.

     SECTION 4.2 Responsibilities of the Sponsor.

     In  connection  with the issue and sale of the  Preferred  Securities,  the
Sponsor  shall  have the  exclusive  right and  responsibility  to engage in the
following activities:

     (a) to  prepare  for filing by the Trust  with the  Commission  one or more
registration  statements  on Form S-4 in relation to the  Preferred  Securities,
including any amendments thereto;

     (b) to determine the states in which to take appropriate  action to qualify
or register for sale all or part of the Preferred  Securities  and to do any and
all such acts,  other than actions which must be taken by the Trust,  and advise
the Trust of actions it must take,  and  prepare  for  execution  and filing any
documents to be executed and filed by the Trust,  as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such states;

     (c) to prepare for filing by the Trust an application to the NYSE,  Inc. or
any other national stock exchange or the NASDAQ  National  Market for listing or
quotation upon notice of issuance of the Preferred Securities;

     (d) to prepare for filing by the Trust with the  Commission a  registration
statement on Form 8-A relating to the  registration of the Preferred  Securities
under Section 12(b) of the Exchange Act, including any amendments thereto; and

     (e) to negotiate the terms of the Dealer  Manager  Agreement  providing for
the exchange of the Preferred Securities.

     SECTION 4.3 Right to Proceed.

     The Sponsor  acknowledges  the rights of the Holders to  institute a Direct
Action as set forth in Section 3.8(e) hereto.

     SECTION 4.4  Expenses.

     In connection with the offering, sale and issuance of the Debentures to the
Institutional  Trustee and in connection  with the issuance of the Securities by
the Trust, the Debenture Issuer, in its capacity as borrower with respect to the
Debentures, shall:

     (a) pay all costs and expenses relating to the offering,  sale and issuance
of the Debentures, including fees to the dealer managers payable pursuant to the
Dealer  Manager  Agreement,  and  compensation  of the Debt  Trustee  under  the
Indenture in accordance with the provisions of Section 6.06 of the Indenture;

     (b) be responsible and shall pay all debts and obligations (other than with
respect to the Securities)  and all costs and expenses of the Trust  (including,
but not limited to, costs and expenses relating to the organization, maintenance
and  dissolution  of the Trust,  the offer,  sale and issuance of the Securities
(including  fees to the dealer managers in connection  therewith),  the fees and
expenses  (including  reasonable counsel fees and expenses) of the Institutional
Trustee,  the Delaware Trustee and the Regular  Trustees  (including any amounts
payable under Article X of this Declaration), the costs and expenses relating to
the operation of the Trust, including, without limitation, costs and expenses of
accountants,  attorneys,  statistical  or  bookkeeping  services,  expenses  for
printing and engraving and computing or accounting  equipment,  paying agent(s),
registrar(s),  transfer  agent(s),  duplicating,  travel and telephone and other
telecommunications  expenses and costs and expenses  incurred in connection with
the  acquisition,  financing and disposition of Trust assets and the enforcement
by the  Institutional  Trustee  of  the  rights  of  Holders  of  the  Preferred
Securities);

     (c) be primarily liable for any  indemnification  obligations  arising with
respect to this Declaration; and

     (d) pay any and all taxes  (other  than  United  States  withholding  taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

     The Debenture Issuer's  obligations under this Section 4.4 shall be for the
benefit  of,  and shall be  enforceable  by,  any  person  to whom  such  debts,
obligations,  costs,  expenses and taxes are owed (a "Creditor")  whether or not
such  Creditor has received  notice  hereof.  Any such  Creditor may enforce the
Debenture  Issuer's  obligations  under this  Section 4.4  directly  against the
Debenture Issuer and the Debenture Issuer irrevocably waives any right of remedy
to require that any such Creditor take any action against the Trust or any other
Person before  proceeding  against the Debenture  Issuer.  The Debenture  Issuer
agrees to execute such additional agreements as may be necessary or desirable in
order to give full effect to the provisions of this Section 4.4.

                                    ARTICLE V
                                    TRUSTEES

     SECTION 5.1 Number of Trustees.

     (a) The number of Trustees  initially shall be five. At any time before the
issuance of any Securities, the Sponsor may, by written instrument,  increase or
decrease  the number of  Trustees.  After the  issuance of any  Securities,  the
number of Trustees  may be  increased  or  decreased by vote of the Holders of a
majority in liquidation  amount of the Common  Securities voting as a class at a
meeting of the Holders of the Common Securities;  provided,  however,  that, the
number of Trustees shall in no event be less than two; and provided further that
(i) one  Trustee,  in the case of a natural  person,  shall be a person who is a
resident of the State of Delaware or that, if not a natural person, is an entity
which  has its  principal  place  of  business  in the  State of  Delaware  (the
"Delaware Trustee"); (ii) there shall be at least one Trustee who is an employee
or officer of, or is  affiliated  with the Sponsor (a  "Regular  Trustee");  and
(iii)  one  Trustee  shall  be the  Institutional  Trustee  for so  long as this
Declaration  is required to qualify as an  indenture  under the Trust  Indenture
Act,  and such  Trustee  may also  serve as  Delaware  Trustee  if it meets  the
applicable requirements.

     (b) Any  action  taken by  Holders of Common  Securities  pursuant  to this
Article V shall be taken at a meeting of Holders of Common  Securities  convened
for such purpose or by written consent of such Holders.

     (c) Except as otherwise  provided herein,  no amendment may be made to this
Section 5.1 which would change any rights with respect to the number,  existence
or appointment  and removal of Trustees,  except with the consent of each Holder
of Common Securities.

     SECTION 5.2 Delaware Trustee.

     If required by the Business Trust Act, one Trustee (the "Delaware Trustee")
shall be:

     (a) a natural person who is a resident of the State of Delaware; or

     (b) if not a natural  person,  an entity which has its  principal  place of
business in the State of  Delaware,  and  otherwise  meets the  requirements  of
applicable law,  provided that, if the  Institutional  Trustee has its principal
place of business in the State of Delaware and otherwise meets the  requirements
of  applicable  law, then the  Institutional  Trustee shall also be the Delaware
Trustee and Section 3.11 shall have no application.

     The initial  Delaware  Trustee  shall be First  Chicago  Delaware  Inc., an
affiliate of the Institutional  Trustee, until removed or replaced in accordance
with Section 5.6.

     SECTION 5.3  Institutional Trustee; Eligibility.

     (a)  There  shall  at  all  times  be  one  Trustee   which  shall  act  as
Institutional Trustee which shall:

          (i)    not be an Affiliate of the Sponsor; and

          (ii)   be a corporation organized and doing business under the laws of
                 the United States of America or any State or Territory  thereof
                 or of the  District of  Columbia,  or a  corporation  or Person
                 permitted by the Commission to act as an institutional  trustee
                 under the Trust  Indenture Act,  authorized  under such laws to
                 exercise corporate trust powers,  having a combined capital and
                 surplus  of  at  least   $50,000,000   (US),   and  subject  to
                 supervision or examination  by Federal,  State,  Territorial or
                 District of Columbia authority.  If such corporation  publishes
                 reports of condition at least  annually,  pursuant to law or to
                 the  requirements  of the  supervising  or examining  authority
                 referred  to  above,  then  for the  purposes  of this  Section
                 5.3(a)(ii),   the   combined   capital   and  surplus  of  such
                 corporation  shall be deemed  to be its  combined  capital  and
                 surplus as set forth in its most recent  report of condition so
                 published.

     (b) If at any time the Institutional  Trustee shall cease to be eligible to
so act under Section 5.3(a), the Institutional  Trustee shall immediately resign
in the manner and with the effect set forth in Section 5.6(c).

     (c) If the  Institutional  Trustee has or shall  acquire  any  "conflicting
interest"  within the meaning of Section  310(b) of the Trust  Indenture  Act or
becomes a creditor of the Sponsor  during the time periods  specified in Section
311 of the Trust Indenture Act, the Institutional  Trustee and the Holder of the
Common  Securities  (as if it were the obligor  referred to in Section 310(b) of
the Trust  Indenture  Act) shall in all respects  comply with the  provisions of
Section 310(b) and 311 of the Trust Indenture Act, as applicable.

     (d) The Preferred  Securities  Guarantee shall be deemed to be specifically
described in this  Declaration for purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.

     (e) The initial  Institutional  Trustee shall be The First National Bank of
Chicago until removed or replaced in accordance with Section 5.6.

     SECTION 5.4 Certain  Qualifications  of the Regular  Trustees  and Delaware
Trustee Generally.

     Each Regular  Trustee and the Delaware  Trustee  (unless the  Institutional
Trustee also acts as Delaware  Trustee)  shall be either a natural person who is
at least 21 years of age or a legal  entity  that shall act  through one or more
Authorized Officers.

     SECTION 5.5 Regular Trustees.

     The initial Regular Trustees shall be Eugene M. McQuade,  Douglas L. Jacobs
and John R. Rodehorst.

     (a)  Except as  expressly  set forth in this  Declaration  and  except if a
meeting of the Regular  Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

     (b) Unless  otherwise  determined  by the Regular  Trustees,  and except as
otherwise  required by the Business Trust Act or applicable  law, any one of the
Regular  Trustees is  authorized to execute on behalf of the Trust any documents
which the Regular  Trustees have the power and authority to execute  pursuant to
Section 3.6; and

     (c) a Regular Trustee may, by power of attorney  consistent with applicable
law,  delegate to any other  natural  person over the age of 21 his or her power
for the purposes of signing any documents which the Regular  Trustees have power
and authority to cause the Trust to execute pursuant to Section 3.6.

     SECTION 5.6 Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.6(b), Trustees may be appointed or removed without
cause at any time:

          (i)    until the  issuance of any  Securities,  by written  instrument
                 executed by the Sponsor; and

          (ii)   after the issuance of any Securities, by vote of the Holders of
                 a  Majority  in  liquidation  amount of the  Common  Securities
                 voting as a class at a meeting  of the  Holders  of the  Common
                 Securities.

     (b)  (i)    The Trustee  that acts as  Institutional  Trustee  shall not be
                 removed in  accordance  with  Section  5.6(a) until a successor
                 institutional  Trustee  possessing the qualifications to act as
                 Institutional   Trustee  under  Section  5.3(a)  (a  "Successor
                 Institutional  Trustee")  has been  appointed  and has accepted
                 such  appointment  by  written  instrument   executed  by  such
                 Successor  Institutional  Trustee and  delivered to the Regular
                 Trustees,  the  Sponsor  and the  Institutional  Trustee  being
                 removed; and

          (ii)   the Trustee that acts as Delaware  Trustee shall not be removed
                 in  accordance  with  this  Section  5.6(a)  until a  successor
                 Trustee  possessing  the  qualifications  to  act  as  Delaware
                 Trustee  under  Sections  5.2  and 5.4 (a  "Successor  Delaware
                 Trustee") has been appointed and has accepted such  appointment
                 by  written  instrument  executed  by such  Successor  Delaware
                 Trustee and delivered to the Regular Trustees,  the Sponsor and
                 the Delaware Trustee being removed.

     (c) A Trustee  appointed to office  shall hold office  until his  successor
shall have been  appointed  or until his  death,  removal  or  resignation.  Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument (a "Resignation  Request") in writing signed by the Trustee and
delivered to the Sponsor and the Trust, which resignation shall take effect upon
such  delivery  or upon  such  later  date as is  specified  therein;  provided,
however, that:

          (i)    no  such   resignation   of  the  Trustee   that  acts  as  the
                 Institutional Trustee shall be effective:

              (A) until a Successor Institutional Trustee has been appointed and
                  has accepted such  appointment by instrument  executed by such
                  Successor  Institutional  Trustee and  delivered to the Trust,
                  the Sponsor and the resigning Institutional Trustee; or

              (B) until the assets of the Trust have been completely  liquidated
                  and the  proceeds  thereof  distributed  to the holders of the
                  Securities; and

          (ii)   no such  resignation  of the Trustee  that acts as the Delaware
                 Trustee shall be effective until a Successor  Delaware  Trustee
                 has  been  appointed  and  has  accepted  such  appointment  by
                 instrument  executed  by such  Successor  Delaware  Trustee and
                 delivered to the Trust, the Sponsor and the resigning  Delaware
                 Trustee.

     (d) The Holders of the Common  Securities  shall use their best  efforts to
promptly appoint a Successor Institutional Trustee or Successor Delaware Trustee
as the case may be if the Institutional Trustee or the Delaware Trustee delivers
a Resignation Request in accordance with this Section 5.6.

     (e) If no Successor  Institutional  Trustee or Successor  Delaware  Trustee
shall have been  appointed and accepted  appointment as provided in this Section
5.6 within 60 days after  delivery to the Sponsor and the Trust of a Resignation
Request, the resigning Institutional Trustee or Delaware Trustee, as applicable,
may petition any court of competent  jurisdiction for appointment of a Successor
Institutional  Trustee or Successor Delaware Trustee.  Such court may thereupon,
after  prescribing  such  notice,  if any, as it may deem proper and  prescribe,
appoint a Successor  Institutional Trustee or Successor Delaware Trustee, as the
case may be.

     (f) No  Institutional  Trustee or Delaware  Trustee shall be liable for the
acts or omissions  to act of any  Successor  Institutional  Trustee or Successor
Delaware Trustee, as the case may be.

     SECTION 5.7 Vacancies among Trustees.

     If a  Trustee  ceases  to hold  office  for any  reason  and the  number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased  pursuant  to  Section  5.1,  a  vacancy  shall  occur.  A  resolution
certifying  the  existence of such vacancy by the Regular  Trustees or, if there
are more than two, a  majority  of the  Regular  Trustees,  shall be  conclusive
evidence of the  existence of such  vacancy.  The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.6.

     SECTION 5.8 Effect of Vacancies.

     The  death,  resignation,  retirement,  removal,  bankruptcy,  dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not  operate  to annul the  Trust.  Whenever  a vacancy in the number of Regular
Trustees  shall  occur,  until such  vacancy is filled by the  appointment  of a
Regular Trustee in accordance with Section 5.6, the Regular  Trustees in office,
regardless  of their  number,  shall have all the powers  granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

     SECTION 5.9  Meetings.

     If there is more than one Regular Trustee, meetings of the Regular Trustees
shall be held from time to time upon the call of any  Regular  Trustee.  Regular
meetings  of the  Regular  Trustees  may be held at a time  and  place  fixed by
resolution  of the Regular  Trustees.  Notice of any  in-person  meetings of the
Regular  Trustees  shall be hand  delivered  or  otherwise  delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours  before such  meeting.  Notice of any  telephonic  meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing  (including by facsimile,  with a hard copy by overnight courier) not
less than 24 hours before a meeting.  Notices shall contain a brief statement of
the time, place and anticipated  purposes of the meeting.  The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall  constitute a
waiver of notice  of such  meeting  except  where a  Regular  Trustee  attends a
meeting for the express  purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.  Unless
provided  otherwise in this Declaration,  any action of the Regular Trustees may
be taken at a meeting  by vote of a majority  of the  Regular  Trustees  present
(whether in person or by  telephone)  and  eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees.  In the event there is only one Regular
Trustee,  any and all action of such  Regular  Trustee  shall be  evidenced by a
written consent of such Regular Trustee.

     SECTION 5.10 Delegation of Power.

     The Regular Trustees shall have power to delegate from time to time to such
of their  number or to  officers  of the Trust the doing of such  things and the
execution  of such  instruments  either in the name of the Trust or the names of
the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to
the extent such  delegation is not  prohibited by applicable  law or contrary to
the provisions of the Trust, as set forth herein.

     Section 5.11  Merger, Conversion, Consolidation or Succession to Business.

     Any  corporation  into  which the  Institutional  Trustee  or the  Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be  consolidated,  or any corporation  resulting from any merger,  conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case  may  be,  shall  be a  party,  or  any  corporation  succeeding  to all or
substantially all the corporate trust business of the  Institutional  Trustee or
the  Delaware  Trustee,  as the  case  may be,  shall  be the  successor  of the
Institutional  Trustee or the Delaware  Trustee,  as the case may be, hereunder,
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

     SECTION 6.1  Distributions.

     Holders shall receive  Distributions (as defined herein) in accordance with
the applicable terms of the relevant  Holder's  Securities as set forth in Annex
I. If and to the extent that the  Debenture  Issuer  makes a payment of interest
(including Compound Interest and Additional Interest),  premium and/or principal
on the  Debentures  held by the  Institutional  Trustee  (the amount of any such
payment  being a  "Payment  Amount"),  the  Institutional  Trustee  shall and is
directed,  to the  extent  funds  are  available  for  that  purpose,  to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

     SECTION 7.1  General Provisions Regarding Securities.

     (a) The  Regular  Trustees  shall on behalf of the Trust issue one class of
preferred  securities  (the  "Preferred  Securities"),   representing  undivided
beneficial  interests  in the assets of the Trust  having  such terms as are set
forth in Annex I (which terms are  incorporated by reference in, and made a part
of,  this  Declaration  as if  specifically  set forth  herein) and one class of
common securities (the "Common Securities"),  representing  undivided beneficial
interests in the assets of the Trust having such terms as are set forth in Annex
I (which  terms are  incorporated  by  reference  in,  and made a part of,  this
Declaration  as if  specifically  set forth  herein).  The Trust  shall issue no
securities  or  other  interests  in the  assets  of the  Trust  other  than the
Preferred Securities and the Common Securities. Each Security shall be dated the
date of its authentication.

     (b) The  Certificates  shall be  signed on behalf of the Trust by a Regular
Trustee.  Such  signature  shall be the manual  signature  of any present or any
future Regular Trustee.  Typographical  and other minor errors or defects in any
such  reproduction  of any such  signature  shall not affect the validity of any
Security.  In case any Regular Trustee of the Trust who shall have signed any of
the Securities shall cease to be such Regular Trustee before the Certificates so
signed shall be delivered by the Trust,  such  Certificates  nevertheless may be
delivered as though the person who signed such Certificates had not ceased to be
such Regular  Trustee;  and any Certificate may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security,  shall be
the Regular  Trustees of the Trust,  although at the date of the  execution  and
delivery  of the  Declaration  any such  person was not such a Regular  Trustee.
Certificates  shall be printed,  lithographed  or engraved or may be produced in
any  other  manner as is  reasonably  acceptable  to the  Regular  Trustees,  as
evidenced by their  execution  thereof,  and may have such  letters,  numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate,  or as may be required to comply with
any law or with any rule or regulation of any stock exchange on which Securities
may be listed,  or to conform to usage.  Pending the  preparation  of definitive
Certificates,  the  Regular  Trustees on behalf of the Trust may execute and the
Institutional  Trustee  shall  authenticate,  temporary  Certificates  (printed,
lithographed  or  typewritten),  substantially  in the  form  of the  definitive
Certificates  in lieu of  which  they  are  issued,  but  with  such  omissions,
insertions and variations as may be appropriate for temporary  Certificates  all
as may be  determined  by the  Regular  Trustees on behalf of the Trust upon the
same conditions and in substantially  the same manner,  and with like effect, as
definitive  Certificates.  Without  unnecessary  delay,  the Regular Trustees on
behalf of the Trust will execute and furnish and the Institutional Trustee shall
authenticate,  definitive  Certificates  and  thereupon  any  or  all  temporary
Certificates  may be surrendered to the transfer agent and registrar in exchange
therefor (without charge to the Holders).

     (c) A  Security  shall  not be  valid  until  authenticated  by the  manual
signature of an authorized signatory of the Institutional Trustee. The signature
shall be conclusive evidence that the Security has been authenticated under this
Declaration.

     The Institutional Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate  Securities.  An authenticating agent may authenticate
Securities whenever the Institutional  Trustee may do so. Each reference in this
Declaration   to   authentication   by  the   Institutional   Trustee   includes
authentication by such agent. An authenticating agent has the same rights as the
Institutional  Trustee to deal with the Sponsor or an Affiliate,  and may itself
be  an  Affiliate  of  the  Trust  or  a  Related  Party  of  the  Sponsor.  The
Institutional  Trustee  hereby  appoints Fleet National Bank to initially act as
authenticating agent for the Securities.

     (d)  The  consideration  received  by the  Trust  for the  issuance  of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (e) Upon issuance of the  Securities as provided in this  Declaration,  the
Securities  so issued  shall be  deemed to be  validly  issued,  fully  paid and
non-assessable.

     (f)  Every  Person,  by virtue  of  having  become a Holder or a  Preferred
Security  Beneficial  Owner in  accordance  with the terms of this  Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

     SECTION 8.1 Termination of Trust.

     (a) The  Declaration  and the Trust  shall  terminate  and be of no further
force or effect:

          (i)    on February 4, 2051, the expiration of the term of the Trust;

          (ii)   upon the bankruptcy of the Sponsor or the Trust;

          (iii)  upon  the  filing  of  a  certificate  of  dissolution  or  its
                 equivalent  with  respect  to  the  Sponsor,  the  filing  of a
                 certificate  of  cancellation  with  respect to the Trust after
                 having  obtained  the  consent  of the  Holders  of at  least a
                 Majority  in  liquidation   amount  of  the  Securities  voting
                 together  as  a  single  class  to  file  such  certificate  of
                 cancellation,  or the  revocation of the Sponsor's  charter and
                 the expiration of 90 days after the date of revocation  without
                 a reinstatement thereof;

          (iv)   upon the  entry  of a decree  of  judicial  dissolution  of the
                 Holder of the Common Securities, the Sponsor or the Trust;

          (v)    when  all  of  the  Securities   shall  have  been  called  for
                 redemption and the amounts  necessary for  redemption  thereof,
                 including any Additional  Interest or Compound Interest,  shall
                 have been paid to the Holders in  accordance  with the terms of
                 the Securities;

          (vi)   upon the  distribution  of all of the Debentures to the Holders
                 in exchange for all of the  Securities in  accordance  with the
                 terms of the Securities; or

          (vii)  before the issuance of any Securities,  with the consent of all
                 of the Regular Trustees and the Sponsor.

     (b) As soon as is practicable  after the occurrence of an event referred to
in Section 8.1(a),  the Trustees shall file a certificate of  cancellation  with
the Secretary of State of the State of Delaware.

     (c)  The  provisions  of  Section  3.9 and  Article  X  shall  survive  the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

     SECTION 9.1 Transfer of Securities.

     (a) Securities may only be transferred,  in whole or in part, in accordance
with the terms and conditions set forth in this  Declaration and in the terms of
the Securities.  Any transfer or purported  transfer of any Security not made in
accordance with this Declaration shall be null and void.

     (b)  Subject  to this  Article  IX,  Preferred  Securities  shall be freely
transferable.

     (c) The Sponsor may not transfer the Common Securities.

     SECTION 9.2 Transfer of Certificates.

     (a) The Regular Trustees shall provide for the registration of Certificates
and of transfers of Certificates, which will be effected without charge but only
upon  payment  (with such  indemnity  as the Regular  Trustees  may  require) in
respect of any tax or other  government  charges that may be imposed in relation
to it. Upon  surrender  for  registration  of transfer of any  Certificate,  the
Regular  Trustees  shall  cause one or more new  Certificates  to be issued  and
authenticated  by the  Institutional  Trustee  in  the  name  of the  designated
transferee or transferees.  Every  Certificate  surrendered for  registration of
transfer  shall be  accompanied  by a written  instrument  of  transfer  in form
satisfactory  to the  Regular  Trustees  duly  executed  by the  Holder  or such
Holder's attorney duly authorized in writing.  Each Certificate  surrendered for
registration of transfer shall be canceled by the Regular Trustees. A transferee
of a Certificate  shall be entitled to the rights and subject to the obligations
of a Holder  hereunder upon the receipt by such transferee of a Certificate.  By
acceptance of a Certificate,  each transferee  shall be deemed to have agreed to
be bound by this Declaration.

     (b) Upon receipt by the  Institutional  Trustee of a  Definitive  Preferred
Security Certificate, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Institutional Trustee, requesting transfer
of such Definitive Preferred Security Certificate for a beneficial interest in a
Global  Certificate,  the  Institutional  Trustee  shall cancel such  Definitive
Preferred Security  Certificate and cause, or direct the Depository  Institution
to cause,  the  aggregate  number of  Preferred  Securities  represented  by the
appropriate  Global  Certificate  to be  increased  accordingly.  If  no  Global
Certificates are then  outstanding,  the Trust shall issue and the Institutional
Trustee  shall  authenticate,  upon  written  order of any Regular  Trustee,  an
appropriate number of Preferred Securities in global form.

     (c)  Upon  receipt  by  the  Institutional   Trustee  from  the  Depository
Institution or its nominee on behalf of any Person having a beneficial  interest
in  a  Global  Certificate  of  written  instructions  or  such  other  form  of
instructions  as is  customary  for the  Depository  Institution  or the  person
designated by the Depository  Institution,  requesting  transfer of a beneficial
interest  in  a  Global   Certificate  for  a  Definitive   Preferred   Security
Certificate,  then the Institutional Trustee or the securities custodian, at the
direction of the  Institutional  Trustee,  will cause,  in  accordance  with the
standing instructions and procedures existing between the Depository Institution
and the  securities  custodian,  the  aggregate  principal  amount of the Global
Certificate  to be  reduced  on  its  books  and  records  and,  following  such
reduction,   the  Trust  will  execute  and  the   Institutional   Trustee  will
authenticate  and deliver to the  transferee  a  Definitive  Preferred  Security
Certificate.

     Definitive  Preferred  Security  Certificates  issued  in  exchange  for  a
beneficial  interest in a Global  Certificate  shall be registered in such names
and in such authorized denominations as the Depository Institution,  pursuant to
instructions   from  its  Depository   Institution   Participants   or  indirect
participants  or  otherwise,  shall  instruct  the  Institutional  Trustee.  The
Institutional  Trustee shall deliver such Preferred Securities to the persons in
whose names such Preferred  Securities are so registered in accordance  with the
instructions of the Depository Institution.

     (d)  Notwithstanding  any other  provisions of this  Declaration,  a Global
Certificate  may  not  be  transferred  as a  whole  except  by  the  Depository
Institution to a nominee of the Depository Institution or another nominee of the
Depository Institution or by the Depository Institution or any such nominee to a
successor  Depository  Institution  or a nominee  of such  successor  Depository
Institution.

     (e) The  Institutional  Trustee may appoint a transfer  agent and registrar
("Transfer Agent") acceptable to the Trust to perform the functions set forth in
this Section 9.2. The  Transfer  Agent may perform such  functions  whenever the
Institutional  Trustee  may  do  so.  Each  reference  in  this  Declaration  to
registration and transfer of Preferred  Securities by the Institutional  Trustee
includes such activities by the Transfer Agent.  The Transfer Agent has the same
rights as the  Institutional  Trustee to deal with the Sponsor or an  Affiliate,
and itself may be the Trust, an Affiliate of the Trust or a Related Party of the
Sponsor.  The  Institutional  Trustee  hereby  appoints  Fleet  National Bank to
initially act as Transfer Agent for the Preferred Securities.

     SECTION 9.3  Deemed Security Holders.

     The  Trustees may treat the Person in whose name any  Certificate  shall be
registered  on the books  and  records  of the Trust as the sole  holder of such
Certificate and of the Securities  represented by such  Certificate for purposes
of  receiving   Distributions  and  for  all  other  purposes   whatsoever  and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest  in  such  Certificate  or  in  the  Securities   represented  by  such
Certificate  on the part of any  Person,  whether  or not the Trust  shall  have
actual or other notice thereof.

     SECTION 9.4 Book-Entry Interests.

     The  Preferred  Securities  Certificates,  on  original  issuance,  will be
executed and issued by the Trust and authenticated by the Institutional  Trustee
either  (i) in the  form  of one or  more,  fully-registered,  global  Preferred
Security Certificates (each a "Global Certificate"), to be delivered to DTC, the
initial  Depository  Institution,  by,  or on  behalf  of,  the  Trust  to those
tendering  holders  of  Depositary  Shares  held  in  global  form  or  (ii)  in
certificated form (the "Definitive Preferred Security  Certificates") to be held
directly  by the Holder to those  tendering  holders of  Depositary  Shares held
directly  in  certificated  form.  Investors  may elect to hold their  Preferred
Securities directly or hold their interest through a Global Certificate.  Global
Certificates shall initially be registered on the books and records of the Trust
in the name of DTC or its nominee. With respect to Preferred Security Beneficial
Owners  holding  their  interest in  Preferred  Securities  pursuant to a Global
Certificate:

     (a) the  Trust  and the  Trustees  shall  be  entitled  to  deal  with  the
Depository  Institution,  with  respect to such  Preferred  Security  Beneficial
Owners,  for  all  purposes  of  this  Declaration  (including  the  payment  of
Distributions  on the Global  Certificates  and  receiving  approvals,  votes or
consents  hereunder)  as the Holder of such  Preferred  Securities  and the sole
holder of the Global Certificates and shall have no obligation to such Preferred
Security Beneficial Owners;

     (b) to the extent that the provisions of this Section 9.4 conflict with any
other provisions of this  Declaration,  the provisions of this Section 9.4 shall
control; and

     (c) the  rights  of such  Preferred  Security  Beneficial  Owners  shall be
exercised only through the Depository  Institution and shall be limited to those
established by law and agreements  between such  Preferred  Security  Beneficial
Owners  and  the  Depository   Institution  and/or  the  Depository  Institution
Participants.  The Depository  Institution will make book-entry  transfers among
the Depository  Institution  Participants  and receive and transmit  payments of
Distributions  on  the  Global  Certificates  to  such  Depository   Institution
Participants.

     Depository  Institution  Participants  shall  have  no  rights  under  this
Declaration  with respect to any Global  Certificate held on their behalf by the
Depository  Institution or by the Institutional  Trustee as the custodian of the
Depository  Institution  or under such Global  Certificate,  and the  Depository
Institution may be treated by the Trust, the Institutional Trustee and any agent
of the Trust or the  Institutional  Trustee as the absolute owner of such Global
Certificate for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Trust,  the  Institutional  Trustee or any agent of the
Trust  or  the   Institutional   Trustee  from  giving  effect  to  any  written
certification,   proxy  or  other  authorization  furnished  by  the  Depository
Institution or impair, as between the Depository  Institution and its Depository
Institution   Participants,   the  operation  of  customary  practices  of  such
Depository  Institution  governing  the  exercise of the rights of a holder of a
beneficial interest in any Global Certificate.

     At such  time as all  beneficial  interests  in a Global  Certificate  have
either been  exchanged for Definitive  Preferred  Security  Certificates  to the
extent  permitted by this  Declaration  or redeemed,  repurchased or canceled in
accordance with the terms of this Declaration,  such Global Certificate shall be
returned to the Depository Institution for cancellation or retained and canceled
by the Institutional  Trustee.  At any time prior to such  cancellation,  if any
beneficial  interest  in  a  Global  Certificate  is  exchanged  for  Definitive
Preferred   Security   Certificates,   or  if  Definitive   Preferred   Security
Certificates  are exchanged for a beneficial  interest in a Global  Certificate,
Preferred Securities  represented by such Global Certificate shall be reduced or
increased  and an  adjustment  shall be made on the  books  and  records  of the
Institutional  Trustee (if it is then the  securities  custodian for such Global
Certificate)  with  respect to such  Global  Certificate,  by the  Institutional
Trustee or the securities custodian, to reflect such reduction or increase.

     SECTION 9.5 Notices to Depository Institution.

     Whenever a notice or other  communication to the Preferred Security Holders
is  required  under  this  Declaration,  unless and until  Definitive  Preferred
Security   Certificates  shall  have  been  issued  to  the  Preferred  Security
Beneficial  Owners  pursuant to Sections  9.2, 9.4 or 9.7, the Regular  Trustees
shall give all such notices and  communications  specified herein to be given to
the Preferred Security Holders to the Depository Institution,  and shall have no
notice obligations to the Preferred Security Beneficial Owners.

     SECTION 9.6  Appointment of Successor Depository Institution.

     If any  Depository  Institution  elects  to  discontinue  its  services  as
securities  depositary  with respect to the  Preferred  Securities,  the Regular
Trustees  may,  in  their  sole  discretion,   appoint  a  successor  Depository
Institution with respect to such Preferred Securities.

     SECTION 9.7  Definitive Preferred Security Certificates.

     If:

     (a)  a  Depository  Institution  elects  to  discontinue  its  services  as
securities  depositary with respect to the Preferred  Securities and a successor
Depository Institution is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or

     (b) the  Regular  Trustees  elect  after  consultation  with the Sponsor to
terminate the book-entry system through the Depository  Institution with respect
to the Preferred Securities; or

     (c) there shall have occurred a Declaration Event of Default,

     then:

     (d) Definitive  Preferred  Security  Certificates  shall be prepared by the
Regular  Trustees  on  behalf  of the  Trust  with  respect  to  such  Preferred
Securities; and

     (e)  upon   surrender  of  the  Global   Certificates   by  the  Depository
Institution,  accompanied by  registration  instructions,  the Regular  Trustees
shall cause  Definitive  Preferred  Security  Certificates  to be  delivered  to
Preferred Security  Beneficial Owners in accordance with the instructions of the
Depository  Institution.  Neither the Trustees nor the Trust shall be liable for
any delay in delivery  of such  instructions  and each of them may  conclusively
rely  on and  shall  be  protected  in  relying  on,  said  instructions  of the
Depository Institution.  The Definitive Preferred Security Certificates shall be
printed,  lithographed  or engraved or may be produced in any other manner as is
reasonably  acceptable to the Regular Trustees,  as evidenced by their execution
thereof, and may have such letters,  numbers or other marks of identification or
designation and such legends or  endorsements  as the Regular  Trustees may deem
appropriate,  or as may be  required  to comply with any law or with any rule or
regulation  made  pursuant  thereto or with any rule or  regulation of any stock
exchange on which Preferred Securities may be listed, or to conform to usage.

     SECTION 9.8  Mutilated, Destroyed, Lost or Stolen Certificates.

     If:

     (a)  any  mutilated  Certificates  should  be  surrendered  to the  Regular
Trustees,   or  if  the  Regular   Trustees  shall  receive  evidence  to  their
satisfaction of the destruction, loss or theft of any Certificate; and

     (b) there shall be delivered  to the Regular  Trustees,  the  Institutional
Trustee  or any  authenticating  agent  such  security  or  indemnity  as may be
required by them to keep each of them harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser,  any Regular Trustee on behalf of the Trust shall execute
and deliver and the Institutional Trustee shall authenticate, in exchange for or
in lieu of any such  mutilated,  destroyed,  lost or stolen  Certificate,  a new
Certificate  of like  denomination.  In connection  with the issuance of any new
Certificate under this Section 9.8, the Regular Trustees may require the payment
of a sum  sufficient to cover any tax or other  governmental  charge that may be
imposed in connection  therewith.  Any duplicate  Certificate issued pursuant to
this Section shall constitute  conclusive  evidence of an ownership  interest in
the  relevant  Securities,  as if  originally  issued,  whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 10.1  Liability.

     (a)  Except as  expressly  set forth in this  Declaration,  the  Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

          (i)    personally  liable for the return of any portion of the capital
                 contributions  (or any return  thereon)  of the  Holders  which
                 shall be made solely from assets of the Trust; and

          (ii)   be  required  to pay to the Trust or to any Holder any  deficit
                 upon dissolution of the Trust or otherwise.

     (b)  The  Debenture  Issuer  shall  be  liable  for  all of the  debts  and
obligations  of the Trust (other than  payments of  distributions,  if any, with
respect  to the  Securities)  to the  extent not  satisfied  out of the  Trust's
assets.

     (c)  Pursuant to Section  3803(a) of the  Business  Trust Act,  the Holders
shall 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.

     SECTION 10.2  Exculpation.

     (a) No  Indemnified  Person shall be liable,  responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss,  damage or
claim  incurred  by reason of any act or omission  performed  or omitted by such
Indemnified  Person in good  faith on  behalf of the Trust and in a manner  such
Indemnified  Person reasonably  believed to be within the scope of the authority
conferred on such Indemnified  Person by this Declaration or by law, except that
an  Indemnified  Person  shall be  liable  for any such  loss,  damage  or claim
incurred by reason of such  Indemnified  Person's  gross  negligence  or willful
misconduct with respect to such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Trust and upon such  information,  opinions,  reports or
statements  presented  to the Trust by any Person as to matters the  Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust,  including information,  opinions,  reports or statements as to the value
and amount of the  assets,  liabilities,  profits,  losses,  or any other  facts
pertinent  to the  existence  and amount of assets from which  Distributions  to
Holders might properly be paid.

     SECTION 10.3 Fiduciary Duty.

     (a) To the extent  that,  at law or in equity,  an  Indemnified  Person has
duties  (including  fiduciary  duties) and liabilities  relating  thereto to the
Trust or to any other Covered  Person,  an Indemnified  Person acting under this
Declaration  shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an  Indemnified  Person  otherwise  existing at law or in equity (other than the
duties imposed on the Institutional  Trustee under the Trust Indenture Act), are
agreed by the parties  hereto to replace  such other duties and  liabilities  of
such Indemnified Person.

     (b) Unless otherwise expressly provided herein:

          (i)    whenever a conflict  of  interest  exists or arises  between an
                 Indemnified Person and any Covered Persons; or

          (ii)   whenever this  Declaration or any other agreement  contemplated
                 herein or therein provides that an Indemnified Person shall act
                 in a manner  that is, or  provides  terms  that  are,  fair and
                 reasonable to the Trust or any Holder,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms,  considering  in each case the relative  interest of each
party (including its own interest) to such conflict,  agreement,  transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the  resolution,  action or term so made,  taken or provided by the  Indemnified
Person shall not constitute a breach of this  Declaration or any other agreement
contemplated  herein or of any duty or obligation of the  Indemnified  Person at
law or in equity or otherwise.

     (c)  Whenever in this  Declaration  an  Indemnified  Person is permitted or
required to make a decision:

          (i)    in its "discretion" or under a grant of similar authority,  the
                 Indemnified Person shall be entitled to consider such interests
                 and factors as it desires,  including  its own  interests,  and
                 shall have no duty or obligation to give any  consideration  to
                 any  interest  of or factors  affecting  the Trust or any other
                 Person; or

          (ii)   in its "good  faith" or under  another  express  standard,  the
                 Indemnified  Person shall act under such  express  standard and
                 shall not be subject to any other or different standard imposed
                 by this Declaration or by applicable law.

     SECTION 10.4  Indemnification.

     (a)  (i)    The  Debenture  Issuer  shall  indemnify,  to the  full  extent
                 permitted by law, any Company  Indemnified Person who was or is
                 a party or is threatened to be made a party to any  threatened,
                 pending or completed action, suit or proceeding, whether civil,
                 criminal, administrative or investigative (other than an action
                 by or in the right of the  Trust) by reason of the fact that he
                 is  or  was  a  Company  Indemnified  Person  against  expenses
                 (including attorneys' fees), judgments,  fines and amounts paid
                 in  settlement  actually  and  reasonably  incurred  by  him in
                 connection with such action,  suit or proceeding if he acted in
                 good faith and in a manner he  reasonably  believed to be in or
                 not  opposed  to the best  interests  of the Trust,  and,  with
                 respect to any criminal action or proceeding, had no reasonable
                 cause to believe his conduct was unlawful.  The  termination of
                 any action, suit or proceeding by judgment,  order, settlement,
                 conviction,   or  upon  a  plea  of  nolo   contendere  or  its
                 equivalent, shall not, of itself, create a presumption that the
                 Company  Indemnified  Person did not act in good faith and in a
                 manner which he reasonably  believed to be in or not opposed to
                 the best  interests  of the  Trust,  and,  with  respect to any
                 criminal action or proceeding,  had reasonable cause to believe
                 that his conduct was unlawful.

          (ii)   The  Debenture  Issuer  shall  indemnify,  to the  full  extent
                 permitted by law, any Company  Indemnified Person who was or is
                 a party or is threatened to be made a party to any  threatened,
                 pending or  completed  action or suit by or in the right of the
                 Trust to procure a judgment  in its favor by reason of the fact
                 that he is or was a Company Indemnified Person against expenses
                 (including attorneys' fees) actually and reasonably incurred by
                 him in connection with the defense or settlement of such action
                 or suit if he acted in good faith and in a manner he reasonably
                 believed to be in or not opposed to the best  interests  of the
                 Trust and except that no such indemnification  shall be made in
                 respect of any claim,  issue or matter as to which such Company
                 Indemnified Person shall have been adjudged to be liable to the
                 Trust  unless and only to the extent that the Court of Chancery
                 of  Delaware  or the  court in which  such  action  or suit was
                 brought shall  determine  upon  application  that,  despite the
                 adjudication of liability but in view of all the  circumstances
                 of the case,  such person is fairly and reasonably  entitled to
                 indemnity  for such  expenses  which such Court of  Chancery or
                 such other court shall deem proper.

          (iii)  To the  extent  that a  Company  Indemnified  Person  shall  be
                 successful on the merits or otherwise  (including  dismissal of
                 an action  without  prejudice  or the  settlement  of an action
                 without admission of liability) in defense of any action,  suit
                 or proceeding  referred to in  paragraphs  (i) and (ii) of this
                 Section  10.4(a),  or in defense of any claim,  issue or matter
                 therein, he shall be indemnified,  to the full extent permitted
                 by law, against expenses  (including  attorneys' fees) actually
                 and reasonably incurred by him in connection therewith.

          (iv)   Any  indemnification  under  paragraphs  (i)  and  (ii) of this
                 Section  10.4(a)  (unless  ordered by a court) shall be made by
                 the  Debenture  Issuer only as  authorized in the specific case
                 upon  a  determination  that  indemnification  of  the  Company
                 Indemnified  Person is proper in the  circumstances  because he
                 has met  the  applicable  standard  of  conduct  set  forth  in
                 paragraphs (i) and (ii). Such  determination  shall be made (1)
                 by  the  Regular  Trustees  by a  majority  vote  of  a  quorum
                 consisting  of such  Regular  Trustees  who were not parties to
                 such action,  suit or  proceeding,  (2) if such a quorum is not
                 obtainable,   or,   even  if   obtainable,   if  a  quorum   of
                 disinterested Regular Trustees so directs, by independent legal
                 counsel in a written  opinion,  or (3) by the  Common  Security
                 Holder of the Trust.

          (v)    Expenses  (including  attorneys'  fees)  incurred  by a Company
                 Indemnified   Person   in   defending   a   civil,    criminal,
                 administrative  or  investigative  action,  suit or  proceeding
                 referred to in paragraphs (i) and (ii) of this Section  10.4(a)
                 shall be paid by the  Debenture  Issuer in advance of the final
                 disposition of such action,  suit or proceeding upon receipt of
                 an  undertaking  by or on  behalf of such  Company  Indemnified
                 Person  to  repay  such  amount  if  it  shall   ultimately  be
                 determined  that he is not  entitled to be  indemnified  by the
                 Debenture   Issuer  as  authorized  in  this  Section  10.4(a).
                 Notwithstanding the foregoing,  no advance shall be made by the
                 Debenture  Issuer if a determination is reasonably and promptly
                 made (i) by the Regular Trustees by a majority vote of a quorum
                 of disinterested Regular Trustees, (ii) if such a quorum is not
                 obtainable,   or,   even  if   obtainable,   if  a  quorum   of
                 disinterested Regular Trustees so directs, by independent legal
                 counsel in a written opinion or (iii) by the Debenture  Issuer,
                 that,  based  upon the  facts  known to the  Regular  Trustees,
                 counsel  or the  Debenture  Issuer,  as the case may be, at the
                 time  such  determination  is made,  such  Company  Indemnified
                 Person  acted in bad faith or in a manner  that such person did
                 not  believe to be in or not opposed to the best  interests  of
                 the Trust,  or, with respect to any criminal  proceeding,  that
                 such  Company  Indemnified  Person  believed or had  reasonable
                 cause to believe his conduct  was  unlawful.  In no event shall
                 any advance be made in  instances  where the Regular  Trustees,
                 independent   legal  counsel  or  Debenture  Issuer  reasonably
                 determine  that such person  deliberately  breached his duty to
                 the Trust or its Holders.

          (vi)   The indemnification and advancement of expenses provided by, or
                 granted  pursuant  to,  the other  paragraphs  of this  Section
                 10.4(a)  shall not be deemed  exclusive  of any other rights to
                 which those seeking indemnification and advancement of expenses
                 may be entitled under any agreement,  vote of  stockholders  or
                 disinterested  directors of the  Debenture  Issuer or Preferred
                 Security  Holders of the Trust or otherwise,  both as to action
                 in his official  capacity and as to action in another  capacity
                 while holding such office. All rights to indemnification  under
                 this  Section  10.4(a)  shall be  deemed  to be  provided  by a
                 contract   between  the  Debenture   Issuer  and  each  Company
                 Indemnified  Person  who  serves in such  capacity  at any time
                 while  this  Section  10.4(a)  is  in  effect.  Any  repeal  or
                 modification  of this  Section  10.4(a)  shall not  affect  any
                 rights or obligations then existing.

          (vii)  The  Debenture  Issuer or the Trust may  purchase  and maintain
                 insurance  on  behalf  of any  person  who is or was a  Company
                 Indemnified  Person against any liability  asserted against him
                 and incurred by him in any such capacity, or arising out of his
                 status as such,  whether or not the Debenture Issuer would have
                 the power to  indemnify  him against such  liability  under the
                 provisions of this Section 10.4(a).

          (viii) For purposes of this Section 10.4(a), references to "the Trust"
                 shall  include,  in  addition  to the  resulting  or  surviving
                 entity,  any constituent entity (including any constituent of a
                 constituent) absorbed in a consolidation or merger, so that any
                 person who is or was a director,  trustee,  officer or employee
                 of such constituent entity, or is or was serving at the request
                 of such  constituent  entity as a director,  trustee,  officer,
                 employee  or agent of another  entity,  shall stand in the same
                 position  under the  provisions  of this  Section  10.4(a) with
                 respect to the  resulting or surviving  entity as he would have
                 with  respect  to  such  constituent  entity  if  its  separate
                 existence had continued.

          (ix)   The indemnification and advancement of expenses provided by, or
                 granted  pursuant  to,  this  Section  10.4(a)  shall,   unless
                 otherwise provided when authorized or ratified,  continue as to
                 a person who has ceased to be a Company  Indemnified Person and
                 shall  inure  to  the  benefit  of  the  heirs,  executors  and
                 administrators of such a person.

     (b) The Debenture Issuer agrees to indemnify the (i) Institutional Trustee,
(ii) the Delaware Trustee,  (iii) any Affiliate of the Institutional Trustee and
the Delaware Trustee, and (iv) any officers, directors,  shareholders,  members,
partners,  employees,  representatives,  custodians,  nominees  or agents of the
Institutional  Trustee  and the  Delaware  Trustee  (each of the  Persons in (i)
through (iv) being referred to as a "Fiduciary  Indemnified Person") for, and to
hold each Fiduciary  Indemnified Person harmless against, any loss, liability or
expense incurred without  negligence or bad faith on its part, arising out of or
in  connection  with the  acceptance  or  administration  of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any claim or liability in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder.  The  obligation  to indemnify  as set forth in this Section  10.4(b)
shall survive the satisfaction and discharge of this Declaration.

     SECTION 10.5 Outside Businesses.

     Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee may engage in or possess an interest in other  business  ventures of any
nature or description,  independently  or with others,  similar or dissimilar to
the business of the Trust, and the Trust and the Holders shall have no rights by
virtue of this Declaration in and to such independent  ventures or the income or
profits  derived  therefrom,  and  the  pursuit  of any  such  venture,  even if
competitive  with the  business  of the Trust,  shall not be deemed  wrongful or
improper.  No  Covered  Person,  the  Sponsor,  the  Delaware  Trustee,  or  the
Institutional Trustee shall be obligated to present any particular investment or
other  opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust,  could be taken by the Trust, and any Covered Person,
the Sponsor,  the Delaware Trustee and the Institutional  Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity.  Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be  interested  in any  financial or other  transaction  with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of,  securities or other  obligations of
the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

     SECTION 11.1 Fiscal Year.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

     SECTION 11.2  Certain Accounting Matters.

     (a) At all times during the  existence of the Trust,  the Regular  Trustees
shall keep, or cause to be kept,  full books of account,  records and supporting
documents,  which shall reflect in reasonable  detail,  each  transaction of the
Trust.  The  books of  account  shall be  maintained  on the  accrual  method of
accounting,   in  accordance  with  generally  accepted  accounting  principles,
consistently  applied.  The Trust shall use the accrual method of accounting for
United States federal income tax purposes.  The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Regular  Trustees.  The books and records of the Trust,  together  with a
copy of the Declaration  and a certified copy of the  Certificate of Trust,  and
any amendment  thereto shall at all times be maintained at the principal  office
of the Trust and shall be open for inspection for any  examination by any Holder
or its duly authorized  representative for any purpose reasonably related to its
interest in the Trust during normal business hours.

     (b) The Regular  Trustees  shall cause to be prepared and delivered to each
of the  Holders,  within 90 days after the end of each Fiscal Year of the Trust,
annual financial statements of the Trust, including a balance sheet of the Trust
as of the end of such Fiscal Year, and the related statements of income or loss;

     (c) The Regular  Trustees  shall cause to be duly prepared and delivered to
each of the Holders,  any annual United States  federal  income tax  information
statement,  required by the Code, containing such information with regard to the
Securities  held by each  Holder  as is  required  by the Code and the  Treasury
Regulations.  Notwithstanding  any  right  under  the Code to  deliver  any such
statement at a later date,  the Regular  Trustees  shall endeavor to deliver all
such statements within 30 days after the end of each Fiscal Year of the Trust.

     (d) The Regular Trustees shall cause to be duly prepared and filed with the
appropriate taxing authority, an annual United States federal income tax return,
on a Form 1041 or such other form required by United States  federal  income tax
law, and any other annual income tax returns required to be filed by the Regular
Trustees on behalf of the Trust with any state or local taxing authority.

     SECTION 11.3  Banking.

     The Trust shall  maintain one or more bank accounts in the name and for the
sole  benefit of the Trust;  provided,  however,  that all  payments of funds in
respect  of the  Debentures  held by the  Institutional  Trustee  shall  be made
directly to the  Institutional  Trustee  Account and no other funds of the Trust
shall be deposited in the  Institutional  Trustee Account.  The sole signatories
for such  accounts  shall  be  designated  by the  Regular  Trustees;  provided,
however,  that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.

     SECTION 11.4  Withholding.

     The  Trust and the  Regular  Trustees  shall  comply  with all  withholding
requirements  under United States federal,  state and local law. The Trust shall
request,  and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder,  and any  representations  and forms as shall reasonably be requested by
the Trust to assist it in  determining  the extent of,  and in  fulfilling,  its
withholding  obligations.  The Regular  Trustees  shall file required forms with
applicable  jurisdictions  and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to  applicable  jurisdictions.  To the  extent  that the  Trust is  required  to
withhold and pay over any amounts to any authority with respect to distributions
or  allocations  to any  Holder,  the  amount  withheld  shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed  over  withholding,  Holders  shall be limited to an action  against the
applicable jurisdiction.  If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

     SECTION 12.1  Amendments.

     (a) Except as otherwise  provided in this  Declaration or by any applicable
terms of the  Securities,  this  Declaration  may only be  amended  by a written
instrument approved and executed by:

          (i)    the  Regular  Trustees  (or, if there are more than two Regular
                 Trustees, a majority of the Regular Trustees);

          (ii)   if  the   amendment   affects  the  rights,   powers,   duties,
                 obligations  or immunities of the  Institutional  Trustee,  the
                 Institutional Trustee; and

          (iii)  if  the   amendment   affects  the  rights,   powers,   duties,
                 obligations or immunities of the Delaware Trustee, the Delaware
                 Trustee;

     (b) No amendment  shall be made, and any such purported  amendment shall be
void and ineffective:

          (i)    unless,   in  the   case  of  any   proposed   amendment,   the
                 Institutional  Trustee  shall have first  received an Officers'
                 Certificate  from each of the Trust and the  Sponsor  that such
                 amendment is  permitted  by, and conforms to, the terms of this
                 Declaration (including the terms of the Securities);

          (ii)   unless, in the case of any proposed amendment which affects the
                 rights,  powers,  duties,  obligations  or  immunities  of  the
                 Institutional  Trustee,  the  Institutional  Trustee shall have
                 first received:

             (A) an Officers' Certificate from each of the Trust and the Sponsor
                 that such amendment is permitted by, and conforms to, the terms
                 of this  Declaration  (including the terms of the  Securities);
                 and

             (B) an opinion of counsel (who may be counsel to the Sponsor or the
                 Trust) that such  amendment is  permitted  by, and conforms to,
                 the  terms  of this  Declaration  (including  the  terms of the
                 Securities); and

          (iii)  to the extent the result of such amendment would be to:

             (A) cause  the  trust  to fail to  continue  to be  classified  for
                 purposes of United States federal income  taxation as a grantor
                 trust;

             (B) reduce  or  otherwise   adversely  affect  the  powers  of  the
                 Institutional  Trustee in  contravention of the Trust Indenture
                 Act; or

             (C) cause  the  Trust  to be  deemed  to be an  Investment  Company
                 required to be registered under the Investment Company Act;

     (c) At such time  after the Trust has  issued any  Securities  that  remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder may be effected only with such additional requirements
as may be set forth in the terms of such Securities;

     (d) Sections 4.4, 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities;

     (e) Article IV shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Common Securities and;

     (f) The rights of the holders of the Common  Securities  under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended  without the consent of the Holders of a Majority in liquidation  amount
of the Common Securities; and

     (g)  Notwithstanding  Section  12.1(c),  this  Declaration  may be  amended
without the consent of the Holders to:

          (i)    cure any ambiguity;

          (ii)   correct or supplement  any provision in this  Declaration  that
                 may be defective or  inconsistent  with any other  provision of
                 this Declaration;

          (iii)  add  to  the  covenants,  restrictions  or  obligations  of the
                 Sponsor;

          (iv)   conform  to any  change  in Rule  3a-5  or  written  change  in
                 interpretation  or application of Rule 3a-5 by any  legislative
                 body, court,  government  agency or regulatory  authority which
                 amendment does not have a material adverse effect on the right,
                 preferences or privileges of the Holders; and

          (v)    preserve the status of the Trust as a grantor trust for federal
                 income tax purposes.

     SECTION 12.2 Meetings of the Holders; Action by Written Consent.

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Regular  Trustees (or as provided in the terms of the Securities) to
consider and act on any matter on which Holders of such class of Securities  are
entitled to act under the terms of this Declaration, the terms of the Securities
or the rules of any stock exchange on which the Preferred  Securities are listed
or  admitted  for  trading.  The  Regular  Trustees  shall call a meeting of the
Holders of such  class if  directed  to do so by the  Holders of at least 10% in
liquidation amount of such class of Securities. Such direction shall be given by
delivering to the Regular  Trustees one or more calls in a writing  stating that
the  signing  Holders  wish to call a meeting  and  indicating  the  general  or
specific  purpose for which the meeting is to be called.  Any Holders  calling a
meeting shall specify in writing the Certificates held by the Holders exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of  determining  whether the required  percentage  set forth in the
second sentence of this paragraph has been met.

     (b) Except to the extent otherwise provided in the terms of the Securities,
the following provisions shall apply to meetings of Holders:

          (i)    notice of any such  meeting  shall be given to all the  Holders
                 having  a right  to vote  thereat  at least 7 days and not more
                 than 60 days before the date of such meeting.  Whenever a vote,
                 consent or  approval of the  Holders is  permitted  or required
                 under this  Declaration  or the rules of any stock  exchange on
                 which the  Preferred  Securities  are  listed or  admitted  for
                 trading,  such  vote,  consent  or  approval  may be given at a
                 meeting  of the  Holders.  Any  action  that  may be taken at a
                 meeting  of the  Holders  may be taken  without a meeting  if a
                 consent in writing  setting forth the action so taken is signed
                 by the  Holders  owning  not less  than the  minimum  amount of
                 Securities  in  liquidation  amount that would be  necessary to
                 authorize or take such action at a meeting at which all Holders
                 having a right to vote thereon were present and voting.  Prompt
                 notice of the taking of action without a meeting shall be given
                 to the  Holders  entitled  to vote who have  not  consented  in
                 writing.  The Regular  Trustees  may  specify  that any written
                 ballot  submitted  to the Holders for the purpose of taking any
                 action  without a meeting shall be returned to the Trust within
                 the time specified by the Regular Trustees;

          (ii)   each Holder may  authorize any Person to act for it by proxy on
                 all  matters  in which a Holder  is  entitled  to  participate,
                 including   waiving  notice  of  any  meeting,   or  voting  or
                 participating  at a meeting.  No proxy shall be valid after the
                 expiration of 11 months from the date thereof unless  otherwise
                 provided in the proxy.  Every proxy shall be  revocable  at the
                 pleasure  of the  Holder  executing  it.  Except  as  otherwise
                 provided herein, all matters relating to the giving,  voting or
                 validity   of  proxies   shall  be   governed  by  the  General
                 Corporation  Law of the State of Delaware  relating to proxies,
                 and judicial interpretations thereunder, as if the Trust were a
                 Delaware  corporation  and the Holders were  stockholders  of a
                 Delaware corporation;

          (iii)  each  meeting of the Holders  shall be conducted by the Regular
                 Trustees or by such other Person that the Regular  Trustees may
                 designate; and

          (iv)   unless the Business Trust Act, this  Declaration,  the terms of
                 the Securities, the Trust Indenture Act or the listing rules of
                 any stock  exchange on which the Preferred  Securities are then
                 listed or trading, otherwise provides, the Regular Trustees, in
                 their sole  discretion,  shall  establish all other  provisions
                 relating to meetings of Holders,  including notice of the time,
                 place or  purpose  of any  meeting at which any matter is to be
                 voted on by any Holders,  waiver of any such notice,  action by
                 consent without a meeting,  the establishment of a record date,
                 quorum requirements,  voting in person or by proxy or any other
                 matter with respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

     SECTION 13.1 Representations and Warranties of Institutional Trustee.

     The  Trustee  that acts as initial  Institutional  Trustee  represents  and
warrants  to the Trust and to the Sponsor at the date of this  Declaration,  and
each Successor  Institutional  Trustee  represents and warrants to the Trust and
the Sponsor at the time of the Successor  Institutional  Trustee's acceptance of
its appointment as Institutional Trustee that:

     (a) the Institutional  Trustee is a national banking association with trust
powers, duly organized,  validly existing and in good standing under the laws of
the United States, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Declaration;

     (b) the execution, delivery and performance by the Institutional Trustee of
this  Declaration has been duly authorized by all necessary  corporate action on
the part of the Institutional  Trustee.  This Declaration has been duly executed
and delivered by the Institutional Trustee, and constitutes the legal, valid and
binding  obligation  of the  Institutional  Trustee,  enforceable  against it in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
moratorium,  insolvency,  and other  similar laws  affecting  creditors'  rights
generally and to general  principles  of equity and the  discretion of the court
(regardless  of whether the  enforcement  of such  remedies is  considered  in a
proceeding in equity or at law);

     (c) the  execution,  delivery and  performance  of this  Declaration by the
Institutional  Trustee  does not  conflict  with or  constitute  a breach of the
Articles of Incorporation or By-laws of the Institutional Trustee; and

     (d) no  consent,  approval or  authorization  of, or  registration  with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Institutional Trustee, of this Declaration.

     (e) on the closing date of the Offer, the Institutional Trustee will be the
record holder of the Debentures and the Institutional  Trustee has not knowingly
created any liens or encumbrances on such Debentures.

     (f) the  Institutional  Trustee satisfies the  qualifications  set forth in
Section 5.3.

     SECTION 13.2 Representations and Warranties of Delaware Trustee.

     The Trustee that acts as initial Delaware  Trustee  represents and warrants
to the  Trust  and to the  Sponsor  at the  date of this  Declaration,  and each
Successor  Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

     (a) The  Delaware  Trustee is a  Delaware  banking  corporation  with trust
powers, duly organized,  validly existing and in good standing under the laws of
the State of  Delaware,  with trust power and  authority to execute and deliver,
and to  carry  out  and  perform  its  obligations  under  the  terms  of,  this
Declaration.

     (b) The Delaware  Trustee has been  authorized  to perform its  obligations
under the  Certificate  of Trust and this  Declaration.  The  Declaration  under
Delaware law constitutes a legal,  valid and binding  obligation of the Delaware
Trustee,  enforceable  against  it in  accordance  with its  terms,  subject  to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting  creditors' rights generally and to general  principles of equity
and the discretion of the court  (regardless of whether the  enforcement of such
remedies is considered in a proceeding in equity or at law).

     (c) No  consent,  approval or  authorization  of, or  registration  with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Declaration.

     (d) The Delaware Trustee is a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware.

                                   ARTICLE XIV
                                  MISCELLANEOUS

     SECTION 14.1  Notices.

     All notices  provided  for in this  Declaration  shall be in writing,  duly
signed by the party giving such notice,  and shall be  delivered,  telecopied or
mailed by registered or certified mail, as follows:

     (a) if given to the Trust,  in care of the Regular  Trustees at the Trust's
mailing  address  set forth  below (or such other  address as the Trust may give
notice of to the Holders):

     Fleet Capital Trust I
     c/o Fleet Financial Group, Inc.
     One Federal Street
     Boston, Massachusetts  02110
     Attention:  General Counsel

     (b) if given to the  Delaware  Trustee,  at the  mailing  address set forth
below (or such other  address as the Delaware  Trustee may give notice of to the
Holders):

     First Chicago Delaware, Inc.
     300 King Street
     Wilmington, Delaware  19801
     Attention:  Michael Majchrzak

     (c) if given to the Institutional  Trustee, at the Institutional  Trustee's
mailing  address  set forth  below (or such other  address as the  Institutional
Trustee may give notice of to the Holders):

     The First National Bank of Chicago
     One First National Plaza
     Suite 0126
     Chicago, Illinois  60670-0126
     Attention:  Corporate Trust Administration

     (d) if given to the Holder of the Common Securities, at the mailing address
of the  Sponsor  set forth  below (or such  other  address  as the Holder of the
Common Securities may give notice to the Trust):

     Fleet Financial Group, Inc.
     One Federal Street
     Boston, Massachusetts  02110
     Attention:  General Counsel

     (e) if given to any other Holder, at the address set forth on the books and
records of the Trust.

     All such  notices  shall be deemed  to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

     SECTION 14.2 Governing Law.

     THIS DECLARATION AND THE RIGHTS OF THE PARTIES  HEREUNDER SHALL BE GOVERNED
BY AND  INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL
RIGHTS AND REMEDIES  SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

     SECTION 14.3 Intention of the Parties.

     It is the intention of the parties  hereto that the Trust be classified for
United States federal income tax purposes as a grantor trust.  The provisions of
this Declaration shall be interpreted to further this intention of the parties.

     SECTION 14.4  Headings.

     Headings  contained in this  Declaration  are inserted for  convenience  of
reference only and do not affect the  interpretation  of this Declaration or any
provision hereof.

     SECTION 14.5  Successors and Assigns

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective  successors and assigns,
whether so expressed.

     SECTION 14.6 Partial Enforceability.

     If any provision of this Declaration,  or the application of such provision
to any Person or  circumstance,  shall be held  invalid,  the  remainder of this
Declaration,  or the  application of such provision to persons or  circumstances
other than those to which it is held invalid, shall not be affected thereby.

     SECTION 14.7  Counterparts.

     This  Declaration  may contain more than one  counterpart  of the signature
page and this  Declaration  may be executed by the affixing of the  signature of
each of the Trustees to one of such  counterpart  signature  pages.  All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

              [The rest of this page is left blank intentionally.]





     IN WITNESS  WHEREOF,  the  undersigned  has  caused  these  presents  to be
executed as of the day and year first above written.


                                   /s/Eugene M. McQuade
                                   ____________________________________________
                                      Eugene M. McQuade,  as Regular Trustee


                                   /s/Douglas L. Jacobs
                                   ____________________________________________
                                      Douglas L. Jacobs,  as Regular Trustee


                                   /s/John R. Rodehorst
                                   ____________________________________________
                                      John R.  Rodehorst,  as Regular Trustee


                                   FIRST  CHICAGO  DELAWARE  INC.,
                                   as  Delaware Trustee


                                   By:/s/Steven M. Wagner
                                   ____________________________________________
                                   Name: Steven M. Wagner
                                   Title: Vice President


                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   as Institutional Trustee


                                   By:/s/Steven M. Wagner
                                   ____________________________________________
                                   Name: Steven M. Wagner
                                   Title: Vice President


                                   FLEET FINANCIAL GROUP, INC., as Sponsor


                                   By:/s/Douglas L. Jacobs
                                   ____________________________________________
                                   Name: Douglas L. Jacobs
                                   Title: Vice President and Treasurer








                                     ANNEX I

                                    TERMS OF
                   8.00% TRUST ORIGINATED PREFERRED SECURITIES
                    8.00% TRUST ORIGINATED COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated  Declaration  of Trust,
dated as of February 4, 1997 (as amended from time to time, the  "Declaration"),
the designation, rights, privileges,  restrictions,  preferences and other terms
and provisions of the Securities are set out below (each  capitalized  term used
but not defined herein has the meaning set forth in the  Declaration  or, if not
defined in the Declaration, as defined in the Prospectus referred to below):

     1.  Designation and Number.

     (a) Preferred  Securities.  Three Million Three Hundred Forty-Nine Thousand
Nine  Hundred  Five  (3,349,905)  Preferred  Securities  of the  Trust  with  an
aggregate stated  liquidation  amount with respect to the assets of the Trust of
Eighty-Three  Million Seven Hundred Forty-Seven Thousand Six Hundred Twenty-Five
Dollars ($83,747,625) and a stated liquidation amount with respect to the assets
of the  Trust of $25 per  preferred  security,  are  hereby  designated  for the
purposes  of   identification   only  as  "8.00%  Trust   Originated   Preferred
SecuritiesSM"  ("TOPrSSM") (the "Preferred Securities").  The Preferred Security
Certificates  evidencing the Preferred  Securities shall be substantially in the
form of Exhibit A-1 to the Declaration,  with such changes and additions thereto
or deletions  therefrom as may be required by ordinary usage, custom or practice
or to  conform  to the  rules  of any  stock  exchange  on which  the  Preferred
Securities  are  listed.  The  Preferred  Securities  shall be  issued to former
holders of Depositary Shares  ("Depositary  Shares") each representing 1/10 of a
share of Series V 7.25% Perpetual  Preferred Stock (the "Preferred  Stock"),  of
Fleet  Financial  Group,  Inc. (the  "Sponsor") in exchange for such  Depositary
Shares pursuant to the Offer.

     (b) Common  Securities.  One Hundred  Three  Thousand Six Hundred  Eighteen
(103,618) Common  Securities of the Trust with an aggregate  stated  liquidation
amount  with  respect to the  assets of the Trust of Two  Million  Five  Hundred
Ninety Thousand Four Hundred Fifty Dollars ($2,590,450) and a stated liquidation
amount with respect to the assets of the Trust of $25 per common  security,  are
hereby  designated  for the  purposes  of  identification  only as "8.00%  Trust
Originated  Common  Securities" (the "Common  Securities").  The Common Security
Certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the  Declaration,  with such changes and additions  thereto or
deletions  therefrom as may be required by ordinary  usage,  custom or practice.
The Common  Securities are to be issued and sold to the Sponsor in consideration
of $2,590,450 in cash.

     (c) The Preferred  Securities and the Common Securities represent undivided
beneficial interests in the assets of the Trust.

     (d) In  connection  with the Offer and the  purchase  by the Sponsor of the
Common  Securities,  the Sponsor will  deposit in the Trust,  and the Trust will
purchase,  respectively,  as trust assets,  Debentures of the Sponsor  having an
aggregate   principal   amount  equal  to   Eighty-Six   Million  Three  Hundred
Thirty-Eight Thousand Seventy-Five Dollars  ($86,338,075),  and bearing interest
at an  annual  rate  equal  to the  annual  Distribution  rate on the  Preferred
Securities and Common  Securities  and having payment and redemption  provisions
which  correspond  to the payment and  redemption  provisions  of the  Preferred
Securities and Common Securities.

     2.  Distributions.

     (a)  Distributions  payable  on each  Security  will be fixed at a rate per
annum of 8.00% (the "Coupon Rate") of the stated  liquidation  amount of $25 per
Security,  such rate being the rate of interest  payable on the Debentures to be
held by the  Institutional  Trustee.  Distributions in arrears for more than one
quarter  will bear  interest  thereon  compounded  quarterly  at the Coupon Rate
("Compound  Interest")  (to the extent  permitted by applicable  law).  The term
"Distributions"  as used herein  includes such cash  distributions  and any such
interest  (including  Additional  Interest and Compound Interest) payable unless
otherwise stated. A Distribution will be made by the Institutional  Trustee only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the Trust has funds  available  in the
Institutional  Trustee  Account.  The amount of  Distributions  payable  for any
period will be computed for any full quarterly  Distribution period on the basis
of a 360-day year of twelve 30-day months, and for

- ---------------------
SM "Trust  Originated  Preferred  Securities"  and "TOPrS" are service  marks of
Merrill Lynch & Co.


any  period  shorter  than  a  full  quarterly  Distribution  period  for  which
Distributions are computed,  Distributions  will be computed on the basis of the
actual number of days elapsed. In addition, Holders of Preferred Securities will
be entitled to an additional cash distribution at the rate of 7.25% per annum of
the  liquidation  amount thereof from January 15, 1997 through January 30, 1997,
the expiration date of the Offer, in lieu of dividends  accumulating  and unpaid
from January 15, 1997 on Depositary  Shares  accepted for exchange in the Offer,
such  additional  distributions  to be made on March 31,  1997 to Holders of the
Preferred  Securities  on the record date for such  distribution  ("Pre-Issuance
Interest").  Payment of Pre-Issuance Interest may not be deferred as provided in
subsection (b) below.

     (b)  Distributions  on the Securities will be cumulative,  will accrue from
January 31, 1997,  the first date  following the  expiration  date of the Offer,
and, except as otherwise  described below, will be payable quarterly in arrears,
on March 31, June 30, September 30, and December 31 of each year,  commencing on
March 31, 1997, when, as and if available for payment (a  "Distribution  Payment
Date").  With the exception of Pre-Issuance  Interest,  so long as the Debenture
Issuer shall not be in default in the payment of interest on the Debentures, the
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest  payment period from time to time on
the  Debentures  for a period not  exceeding 20  consecutive  quarters  (each an
"Extension Period"),  during which Extension Period no interest shall be due and
payable on the Debentures,  provided that no Extension  Period shall last beyond
the Stated  Maturity  of the  Debentures.  As a  consequence  of such  deferral,
Distributions   will  also  be  deferred.   Despite  such  deferral,   quarterly
Distributions  will  continue  to accrue  with  interest  thereon (to the extent
permitted  by  applicable  law) at the Coupon Rate  compounded  quarterly to the
extent  permitted  by  law  during  any  such  Extension  Period.  Prior  to the
termination  of any such  Extension  Period,  the  Debenture  Issuer may further
extend such Extension Period; provided that such Extension Period, together with
all such previous and further extensions thereof,  may not exceed 20 consecutive
quarters or extend beyond the Stated  Maturity of the  Debentures.  Any interest
accrued on the Debentures  during an Extension  Period shall be paid Pro Rata to
holders of Debentures on the first payment date  following the Extension  Period
and the  Payment  Amount  shall  be paid Pro Rata to the  Holders  on the  first
Distribution  Payment Date following the Extension Period.  Upon the termination
of any  Extension  Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period,  subject to the above  requirements.
In the event  that the  Debenture  Issuer  exercises  this  right,  then (i) the
Debenture  Issuer shall not declare or pay any dividend on, make a  distribution
with respect to, or redeem,  purchase or acquire,  or make a liquidation payment
with  respect  to,  any of its  capital  stock  (other  than  (a)  purchases  or
acquisitions of shares of its common stock in connection  with the  satisfaction
by the Debenture  Issuer of its obligations  under any employee benefit plans or
any  other  contractual  obligation  of  the  Debenture  Issuer  (other  than  a
contractual obligation ranking pari passu with or junior to the Debentures), (b)
as a result of a reclassification of the Debenture Issuer's capital stock or the
exchange or conversion of one class or series of the Debenture  Issuer's capital
stock for another class or series of the Debenture Issuer's capital stock or (c)
the purchase of fractional interests in shares of the Debenture Issuer's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged),  (ii) the Debenture Issuer shall not
make any  payment  of  interest,  principal  or  premium,  if any,  on or repay,
repurchase or redeem any debt  securities  issued by the  Debenture  Issuer that
rank pari passu with or junior to such Debentures and (iii) the Debenture Issuer
shall not make any guarantee  payments with respect to the foregoing (other than
pursuant to the Preferred Securities Guarantee).

     (c)  Distributions  on the  Securities  will  be  payable  promptly  by the
Institutional Trustee upon receipt of immediately available funds to the Holders
thereof as they  appear on the books and  records  of the Trust on the  relevant
record dates,  which will be 15 days prior to the relevant  distribution  dates.
The record  dates and  distribution  dates shall be the same as the record dates
and payment dates on the  Debentures.  Distributions  payable on any  Securities
that are not punctually  paid on any  Distribution  Payment Date, as a result of
the Debenture Issuer having failed to make the corresponding interest payment on
the  Debentures,  will forthwith cease to be payable to the Person in whose name
such  Securities are registered on the relevant  record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on the special record date  established by the Regular  Trustees,
which record date shall correspond to the special record date or other specified
date  determined in  accordance  with the  Indenture;  provided,  however,  that
Distributions  shall not be considered payable on any Distribution  Payment Date
falling  within an Extension  Period unless the Debenture  Issuer has elected to
make a full or partial  payment of interest  accrued on the  Debentures  on such
Distribution  Payment Date.  Distributions on the Securities will be paid by the
Trust. All Distributions  paid with respect to the Securities shall be paid on a
Pro  Rata  basis  to  Holders  thereof  entitled  thereto.  If any date on which
Distributions  are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other  payment in respect of
any such delay)  except that,  if such  Business  Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day, in each case with the same force and effect as if made on such date.

     (d) If at any time  while the  Institutional  Trustee  is the Holder of any
Securities, the Trust or the Institutional Trustee is required to pay any taxes,
duties,  assessments  or  governmental  charges of whatever  nature  (other than
withholding  taxes) imposed by the United States, or any other taxing authority,
then,  in any such case,  the Debenture  Issuer will pay as additional  interest
("Additional  Interest") on the Securities  held by the  Institutional  Trustee,
such amounts as shall be required so that the net amounts  received and retained
by the Trust and the Institutional  Trustee after paying any such taxes, duties,
assessments or other governmental charges will be equal to the amounts the Trust
and the  Institutional  Trustee would have  received had no such taxes,  duties,
assessments or other governmental charges been imposed.

     (e) In the event that there is any money or other  property  held by or for
the  Trust  that  is  not  accounted  for  hereunder,  such  property  shall  be
distributed Pro Rata among the Holders.

     3.  Liquidation Distribution Upon Dissolution.

     In the event of any  voluntary  or  involuntary  liquidation,  dissolution,
winding-up or  termination of the Trust (each a  "Liquidation"),  the Holders on
the date of the  Liquidation  will be  entitled  to receive  Pro Rata out of the
assets of the Trust available for distribution to Holders after  satisfaction of
liabilities  of creditors  distributions  in an amount equal to the aggregate of
the  stated  liquidation  amount of $25 per  Security  plus  accrued  and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"),  unless, in connection with such  Liquidation,  Debentures in an
aggregate  stated  principal  amount equal to the aggregate  stated  liquidation
amount of such  Securities,  with an interest  rate equal to the Coupon Rate of,
and bearing  accrued and unpaid  interest in an amount  equal to the accrued and
unpaid  Distributions  on, such  Securities,  shall be distributed on a Pro Rata
basis to the Holders in exchange for such Securities.


     4.  Redemption and Distribution.

     (a)  Redemption  of the  Securities  will  occur  simultaneously  with  any
repayment of the  Debentures.  The  Debentures  will mature on February 15, 2027
(which  date may be  shortened  to a date no  earlier  than  April  15,  2001 or
extended  to a date no later than  February  15,  2046,  subject in each case to
certain  conditions)  (such  date,  as so  shortened  or  extended,  the "Stated
Maturity").  Upon the repayment of the Debentures at maturity, the proceeds from
such repayment shall be  simultaneously  applied to redeem  Securities having an
aggregate  liquidation  amount equal to the  aggregate  principal  amount of the
Debentures so repaid at a redemption  price of $25 per Security,  plus an amount
equal to accrued and unpaid Distributions thereon at the date of the redemption,
payable in cash (the  "Maturity  Redemption  Price").  Holders will be given not
less than 30 nor more than 60 days notice of such redemption.

     (b) If, at any time prior to April 15,  2001,  a Special  Event shall occur
and be continuing, the Debenture Issuer shall have the right, upon not less than
30 and no more than 60 days' notice, at its option, to redeem the Debentures, in
whole (but not in part),  for cash within 90 days  following  the  occurrence of
such Special Event at a prepayment price (the "Special Event Prepayment  Price")
equal to (i) 104% of the principal  amount of the  Debentures if prepaid  during
the period  commencing on January 31, 1997 through and including  April 14, 1998
and (ii) the  percentage of the  principal  amount of the  Debentures  specified
below,  if prepaid during the 12-month  period  beginning  April 15 of the years
indicated below,  plus, in each case, any accrued and unpaid interest thereon to
the date of prepayment:

     Year                                                    Percentage

     1998...........................................................103%
     1999...........................................................102
     2000...........................................................101
     2001 and thereafter............................................100

     Upon such  redemption,  all Securities  shall be redeemed by the Trust at a
redemption price equal to the Special Event Prepayment Price (the "Special Event
Redemption  Price"),  plus any  accrued  and unpaid  distributions  through  the
redemption date.

     (c) The  Debentures are redeemable in whole or in part,  from time to time,
on or after April 15, 2001, upon not less than 30 nor more than 60 days' notice,
at a prepayment  price (the  "Optional  Prepayment  Price") equal to 100% of the
principal  amount thereof,  plus any accrued and unpaid interest  thereon to the
date of  prepayment.  Upon such  prepayment,  the proceeds from such  prepayment
shall  simultaneously  be  applied  to redeem  Securities  having  an  aggregate
liquidation amount equal to the aggregate  principal amount of the Debentures so
prepaid  at a  redemption  price  equal to the  Optional  Prepayment  Price (the
"Optional Redemption Price"),  plus any accrued and unpaid distributions through
the redemption date.

     "Redemption  Price"  means the  Maturity  Redemption  Price,  the  Optional
Redemption Price or the Special Event Redemption Price, as the context requires.

     "Regulatory  Capital  Event"  means that the  Debenture  Issuer  shall have
received an opinion of independent bank regulatory  counsel  experienced in such
matters  to the  effect  that,  as a result of (a) any  amendment  to, or change
(including any announced  prospective  change) in, the laws (or any  regulations
thereunder)  of the United  States or any rules,  guidelines  or policies of the
Federal  Reserve  Board  or (b) any  official  administrative  pronouncement  or
judicial  decision  interpreting  or applying  such laws or  regulations,  which
amendment or change is effective or such  pronouncement or decision is announced
on or after the date of  original  issuance  of the  Preferred  Securities,  the
Preferred  Securities do not constitute,  or within 90 days of the date thereof,
will not  constitute,  Tier 1 capital (or its  equivalent)  for  purposes of the
Federal Reserve Board's capital guidelines for bank holding companies; provided,
however,  that  the  distribution  of the  Debentures  in  connection  with  the
liquidation of the Trust by the Debenture Issuer and the treatment thereafter of
the  Debentures  as  other  than  Tier 1  capital  shall  not  in and or  itself
constitute  a  Regulatory  Capital  Event  unless  such  liquidation  shall have
occurred in connection with a Tax Event.

     "Special  Event" means a Tax Event or a Regulatory  Capital  Event,  as the
case may be.

     "Tax Event" means that the Regular  Trustees shall have received an opinion
of a nationally  recognized  independent tax counsel experienced in such matters
to the effect that, as a result of (a) any  amendment  to, or change  (including
any announced prospective change) in, the laws or any regulations  thereunder of
the United States or any political  subdivision or taxing  authority  thereof or
therein, or (b) any official  administrative  pronouncement or judicial decision
interpreting or applying such laws or regulations,  which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
the original  issuance of the  Securities,  there is more than an  insubstantial
risk  that  (i) the  Trust  is,  or will be  within  90 days of the date of such
opinion,  subject to United  States  federal  income tax with  respect to income
received or accrued on the Debentures,  (ii) interest  payable on the Debentures
is not, or within 90 days of the date  thereof  will not be,  deductible  by the
Company, in whole or in part, for United States federal income tax purposes,  or
(iii) the Trust is, or will be within 90 days of the date  thereof,  subject  to
more than a de  minimis  amount  of other  taxes,  duties or other  governmental
charges.

     (d) If fewer than all the outstanding Securities are to be so redeemed, the
Common  Securities  and the  Preferred  Securities  will be redeemed Pro Rata as
described in Section 4(g)(ii) below.

     (e) The  Trust may not  redeem  fewer than all the  outstanding  Securities
unless all accrued and unpaid Distributions have been paid on all Securities for
all  quarterly  Distribution  periods  terminating  on or  before  the  date  of
redemption.

     (f) The  Debenture  Issuer will have the right at any time to liquidate the
Trust and cause the Debentures to be distributed to the Holders,  subject to the
prior  approval of the Federal  Reserve  Board if such approval is then required
under  applicable  law,  rules,  guidelines or policies.  If the  Debentures are
distributed  to the Holders and the Preferred  Securities  are then listed on an
exchange, the Debenture Issuer will use its best efforts to cause the Debentures
to be listed on the NYSE or on such other  exchange as the Preferred  Securities
are then listed.

     On the date fixed for any  distribution of Debentures  upon  dissolution of
the  Trust,  (i)  the  Preferred  Securities  will no  longer  be  deemed  to be
outstanding,  (ii) the  Depository  Institution  or its  nominee,  as the record
holder of the Preferred Securities, will receive a registered global certificate
or  certificates   representing   the  Debentures  to  be  delivered  upon  such
distribution,  and (iii) any certificates  representing Preferred Securities not
held by the  Depository  Institution  or its nominee will be deemed to represent
Debentures  having an aggregate  principal  amount equal to the aggregate stated
liquidation  amount of, with an interest rate identical to the distribution rate
of, and accrued and unpaid  interest  equal to accrued and unpaid  distributions
on, such  Preferred  Securities  until such  certificates  are  presented to the
Debenture Issuer or its agent for transfer or reissuance.

     (g) Redemption or Distribution Procedures.

          (i)    Notice  of any  redemption  of the  Debentures,  or  notice  of
                 distribution  of Debentures  in exchange for the  Securities (a
                 "Redemption/Distribution Notice") will be given by the Trust by
                 mail to each Holder of  Securities  to be redeemed or exchanged
                 not fewer  than 30 nor more than 60 days  before the date fixed
                 for  redemption  or exchange  thereof  which,  in the case of a
                 redemption,  will  be the  date  fixed  for  redemption  of the
                 Debentures.  For  purposes  of the  calculation  of the date of
                 redemption or exchange and the dates on which notices are given
                 pursuant to this  Section  4(f)(i),  a  Redemption/Distribution
                 Notice  shall be deemed  to be given on the day such  notice is
                 first mailed by first-class mail, postage prepaid,  to Holders.
                 Each  Redemption/Distribution  Notice shall be addressed to the
                 Holders at the  address of each such  Holder  appearing  in the
                 books   and   records   of  the   Trust.   No   defect  in  the
                 Redemption/Distribution  Notice  or in the  mailing  of  either
                 thereof with respect to any Holder shall affect the validity of
                 the  redemption  or exchange  proceedings  with  respect to any
                 other Holder.

          (ii)   In the event that fewer than all the outstanding Securities are
                 to be redeemed, the Securities to be redeemed shall be redeemed
                 Pro Rata from each Holder, it being understood that, in respect
                 of Preferred  Securities  registered in the name of and held of
                 record  by  the  Depository  Institution  or its  nominee,  the
                 distribution of the proceeds of such redemption will be made to
                 each  Depository  Institution  Participant  (or Person on whose
                 behalf such nominee holds such  securities) in accordance  with
                 the procedures applied by such agency or nominee.

          (iii)  If  Securities  are  to be  redeemed  and  the  Trust  gives  a
                 Redemption/Distribution Notice, which notice may only be issued
                 if the  Debentures  are  redeemed as set out in this  Section 4
                 (which  notice will be  irrevocable),  then by 12:00 noon,  New
                 York City time, on the redemption  date,  the Debenture  Issuer
                 will deposit with one or more paying  agents an amount of money
                 sufficient to redeem on the redemption  date all the Securities
                 so  called  for  redemption  at  the  Redemption  Price.  If  a
                 Redemption/Distribution  Notice shall have been given and funds
                 deposited as required, if applicable, then immediately prior to
                 the close of  business on the date of such  deposit,  or on the
                 redemption  date, as  applicable,  distributions  will cease to
                 accrue on the  Securities  so  called  for  redemption  and all
                 rights of Holders of such  Securities so called for  redemption
                 will cease,  except the right of the Holders of such Securities
                 to receive the Redemption  Price,  but without interest on such
                 Redemption   Price.  On  presentation  and  surrender  of  such
                 Securities at a place of payment specified in said notice,  the
                 said Securities or the specified portions thereof shall be paid
                 and redeemed by the Trust at the applicable  Redemption  Price.
                 Neither the Regular Trustees nor the Trust shall be required to
                 register  or  cause  to  be  registered  the  transfer  of  any
                 Securities that have been so called for redemption. If any date
                 fixed for  redemption of Securities is not a Business Day, then
                 payment of the  Redemption  Price  payable on such date will be
                 made on the next  succeeding  day that is a  Business  Day (and
                 without any  interest  or other  payment in respect of any such
                 delay)  except  that,  if such  Business  Day falls in the next
                 calendar  year,  such payment  will be made on the  immediately
                 preceding  Business  Day,  in each case with the same force and
                 effect as if made on such date fixed for redemption. If payment
                 of  the  Redemption  Price  in  respect  of any  Securities  is
                 improperly  withheld  or  refused  and not paid  either  by the
                 Institutional  Trustee or by the Sponsor as guarantor  pursuant
                 to the relevant  Securities  Guarantee,  Distributions  on such
                 Securities will continue to accrue from the original redemption
                 date to the actual  date of  payment,  in which case the actual
                 payment date will be considered  the date fixed for  redemption
                 for purposes of calculating the Redemption Price.

          (iv)   The Trust shall not be required to (i) issue,  or register  the
                 transfer  or  exchange  of,  any  Securities  during  a  period
                 beginning at the opening of business 15 days before the mailing
                 of a notice of redemption of Securities and ending at the close
                 of business on the day of the mailing of the relevant notice of
                 redemption  and (ii)  register  the transfer or exchange of any
                 Securities  so selected  for  redemption,  in whole or in part,
                 except the unredeemed  portion of any Securities being redeemed
                 in part.

          (v)    Subject to the foregoing and applicable law (including, without
                 limitation,   United  States   federal   securities   laws  and
                 regulations of the Federal Reserve  Board),  the Sponsor or any
                 of its  subsidiaries  may at any  time  and  from  time to time
                 purchase  outstanding  Preferred  Securities by tender,  in the
                 open market or by private agreement.

     5.  Voting Rights - Preferred Securities.

     (a) Except as provided under Sections 5(b) and 7 and as otherwise  required
by law and the Declaration, the Holders of the Preferred Securities will have no
voting rights.

     (b)  Subject to the  requirements  set forth in the  immediately  following
paragraph,  the Holders of a majority  in  aggregate  liquidation  amount of the
Preferred Securities, voting separately as a class, have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the  Institutional  Trustee,  or to direct  the  exercise  of any trust or power
conferred upon the  Institutional  Trustee under the Declaration,  including the
right to direct the Institutional  Trustee, as holder of the Debentures,  to (i)
exercise  the  remedies  available  to it under the  Indenture  as holder of the
Debentures,  (ii) waive any past Event of Default and its  consequences  that is
waivable  under  Section  5.07 of the  Indenture,  (iii)  exercise  any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable,  or (iv) consent to any amendment,  modification or termination
of the  Indenture  or the  Debentures  where  such  consent  shall be  required;
provided,  however,  that,  where a consent or action under the Indenture  would
require  the  consent or act of a Super  Majority,  only the Holders of at least
such Super Majority in aggregate  liquidation amount of the Preferred Securities
may direct the  Institutional  Trustee to give such consent or take such action;
and provided further, that where a consent or action under the Indenture is only
effective  against each holder of  Debentures  who has consented  thereto,  such
consent  or  action  will  only be  effective  against  a  holder  of  Preferred
Securities  who directs the  Institutional  Trustee to give such consent or take
such action.  A waiver of an Indenture Event of Default will constitute a waiver
of the  corresponding  Declaration Event of Default.  The Institutional  Trustee
shall not revoke any action  previously  authorized or approved by a vote of the
Holders of the  Preferred  Securities.  If the  Institutional  Trustee  fails to
enforce its rights  under the  Debentures  after a holder of record of Preferred
Securities  has made a written  request,  such  holder  of  record of  Preferred
Securities  may  institute a legal  proceeding  directly  against the  Debenture
Issuer to  enforce  the  Institutional  Trustee's  rights  under the  Debentures
without first instituting any legal proceeding against the Institutional Trustee
or any other person or entity.  Notwithstanding  the  foregoing,  if an Event of
Default has occurred and is  continuing  and such event is  attributable  to the
failure of the Debenture  Issuer to pay interest or principal on the  Debentures
on the date such  interest or principal is otherwise  payable (or in the case of
redemption,  on the redemption date), then a Holder of Preferred  Securities may
institute  a Direct  Action for  enforcement  of  payment to such  Holder of the
principal of or interest on the  Debentures  having a principal  amount equal to
the aggregate  liquidation amount of the Preferred  Securities of such holder on
or after the respective due date  specified in the  Debentures.  Notwithstanding
any payments made to such Holder of Preferred Securities by the Debenture Issuer
in connection with a Direct Action,  the Debenture Issuer shall remain obligated
to pay the principal of or interest on the  Debentures  held by the Trust or the
Institutional Trustee of the Trust, and the Debenture Issuer shall be subrogated
to the  rights of the  Holder  of such  Preferred  Securities  with  respect  to
payments on the  Preferred  Securities to the extent of any payments made by the
Debenture Issuer to such Holder in any Direct Action.  Except as provided in the
preceding  sentences,  the Holders of Preferred  Securities  will not be able to
exercise directly any other remedy available to the holders of the Debentures.

     Except with respect to directing the time, method and place of conducting a
proceeding  for a remedy,  the  Institutional  Trustee shall not take any of the
actions  described in clauses (i), (ii) or (iii) above unless the  Institutional
Trustee  has  obtained  an  opinion  of  a  nationally-recognized   tax  counsel
experienced in such matters to the effect that, as a result of such action,  the
Trust  will not fail to be  classified  as a  grantor  trust for  United  States
federal income tax purposes.

     Any approval or direction of Holders of Preferred  Securities  may be given
at a  separate  meeting of Holders of  Preferred  Securities  convened  for such
purpose,  at a  meeting  of all of the  Holders  of  Securities  in the Trust or
pursuant to written  consent.  The Regular  Trustees  will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written  consent of such Holders is to be taken,  to
be mailed to each  Holder of record of  Preferred  Securities.  Each such notice
will include a statement  setting forth (i) the date of such meeting or the date
by which  such  action  is to be taken,  (ii) a  description  of any  resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which  written  consent is sought and (iii)  instructions
for the delivery of proxies or consents.

     No vote or  consent  of the  Holders of the  Preferred  Securities  will be
required  for  the  Trust  to  redeem  and  cancel  Preferred  Securities  or to
distribute the Debentures in accordance  with the  Declaration  and the terms of
the Securities.

     Notwithstanding  that Holders of Preferred  Securities are entitled to vote
or consent under any of the circumstances  described above, any of the Preferred
Securities  that are owned by the Sponsor or any  Affiliate of the Sponsor shall
not be  entitled  to vote or consent  and shall,  for  purposes  of such vote or
consent, be treated as if they were not outstanding.

     Holders  of the  Preferred  Securities  will have no rights to  appoint  or
remove the  Trustees,  who may be appointed,  removed or replaced  solely by the
Sponsor, as Holder of all of the Common Securities.

     6.  Voting Rights - Common Securities.

      (a)Except  as provided  under  Sections  6(b),  (c) and 7 and as otherwise
required by law and the Declaration,  the Holders of the Common  Securities will
have no voting rights.

      (b)The Holders of the Common  Securities are entitled,  in accordance with
Article V of the Declaration,  to vote to appoint, remove or replace any Trustee
or to increase or decrease the number of Trustees.

      (c)Subject to Section 2.6 of the  Declaration  and only after the Event of
Default with respect to the  Preferred  Securities  has been cured,  waived,  or
otherwise  eliminated  and  subject  to the  requirements  of the second to last
sentence of this paragraph,  the Holders of a Majority in liquidation  amount of
the  Common  Securities,  voting  separately  as a class,  may  direct the time,
method,  and place of conducting any proceeding for any remedy  available to the
Institutional  Trustee,  or  exercising  any trust or power  conferred  upon the
Institutional  Trustee under the Declaration,  including (i) directing the time,
method,  place of conducting any proceeding for any remedy available to the Debt
Trustee,  or  exercising  any trust or power  conferred on the Debt Trustee with
respect to the Debentures, (ii) waive any past default and its consequences that
is waivable under Section 5.07 of the Indenture,  or (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable;  provided  that,  where a consent or action under the Indenture
would  require the consent or act of a Super  Majority of holders of  Debentures
affected  thereby the  Institutional  Trustee may only give such consent or take
such action at the written  direction of the holders of at least the  proportion
in liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;  and
provided  further,  that where a consent  or action  under the  Indenture  would
require  the  consent or action of each  holder of  Debentures,  each  Holder of
Preferred Securities must direct the Institutional  Trustee to give such consent
or take such action.  Pursuant to this Section 6(c), the  Institutional  Trustee
shall not revoke any action  previously  authorized or approved by a vote of the
Holders of the Preferred Securities.  Except with respect to directing the time,
method and place of  conducting a  proceeding  for a remedy,  the  Institutional
Trustee  shall not take any  action in  accordance  with the  directions  of the
Holders of the Common  Securities under this paragraph unless the  Institutional
Trustee  has  obtained  an  opinion  of  a  nationally-recognized   tax  counsel
experienced in such matters to the effect that, as a result of such action,  the
Trust  will not fail to be  classified  as a  grantor  trust for  United  States
federal income tax purposes.  If the Institutional  Trustee fails to enforce its
rights under the  Declaration,  any Holder of Common  Securities may institute a
legal  proceeding  directly  against  any  Person to enforce  the  Institutional
Trustee's  rights  under the  Declaration,  without  first  instituting  a legal
proceeding against the Institutional Trustee or any other Person.

     Any approval or direction of Holders of Common Securities may be given at a
separate meeting of Holders of Common Securities convened for such purpose, at a
meeting of all of the Holders of  Securities in the Trust or pursuant to written
consent.  The  Regular  Trustees  will  cause a notice of any  meeting  at which
Holders of Common  Securities  are entitled to vote, or of any matter upon which
action by written  consent of such Holders is to be taken,  to be mailed to each
Holder of record of Common Securities. Each such notice will include a statement
setting  forth (i) the date of such  meeting or the date by which such action is
to be taken, (ii) a description of any resolution  proposed for adoption at such
meeting on which such  Holders are entitled to vote or of such matter upon which
written consent is sought and (iii)  instructions for the delivery of proxies or
consents.

     No vote or consent of the Holders of the Common Securities will be required
for the Trust to redeem  and  cancel  Common  Securities  or to  distribute  the
Debentures in accordance with the Declaration and the terms of the Securities.

     7.  Amendments to Declaration and Indenture.

     (a) In addition to any requirements  under Section 12.1 of the Declaration,
if any  proposed  amendment  to the  Declaration  provides  for,  or the Regular
Trustees otherwise propose to effect, (i) any action that would adversely affect
the powers,  preferences or special rights of the Securities,  whether by way of
amendment to the Declaration or otherwise,  or (ii) the dissolution,  winding-up
or  termination  of the Trust,  other than as  described  in Section  8.1 of the
Declaration,  then the Holders of outstanding  Securities  voting  together as a
single class will be entitled to vote on such  amendment or proposal (but not on
any other  amendment or proposal)  and such  amendment or proposal  shall not be
effective  except  with the  approval  of the  Holders of at least a Majority in
liquidation amount of the Securities  affected thereby,  provided,  that, if any
amendment  or proposal  referred to in clause (i) above would  adversely  affect
only the  Preferred  Securities  or only the  Common  Securities,  then only the
affected  class will be entitled to vote on such  amendment or proposal and such
amendment  or proposal  shall not be  effective  except  with the  approval of a
Majority in liquidation amount of such class of Securities.

     (b) In the event the consent of the Institutional Trustee, as the holder of
the  Debentures,  is required under the Indenture with respect to any amendment,
modification or termination on the Indenture,  the  Institutional  Trustee shall
request the written  direction of the Holders of the Securities  with respect to
such amendment,  modification or termination and shall vote with respect to such
amendment,  modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class;  provided,  however,
that where a consent  under the  Indenture  would require the consent of a Super
Majority,  the Institutional Trustee may only give such consent at the direction
of  the  Holders  of at  least  the  proportion  in  liquidation  amount  of the
Securities  which  the  relevant  Super  Majority  represents  of the  aggregate
principal amount of the Debentures  outstanding;  provided, that where a consent
or  action  under  the  Indenture  is only  effective  against  each  holder  of
Debentures  who has  consented  thereto,  such  consent  or action  will only be
effective against a holder of Preferred Securities who directs the Institutional
Trustee to give such consent or take such action; and provided further, that the
Institutional  Trustee  shall  not  take  any  action  in  accordance  with  the
directions of the Holders of the  Securities  under this Section 7(b) unless the
Institutional  Trustee has  obtained an opinion of a nationally  recognized  tax
counsel  experienced  in such  matters to the effect  that for the  purposes  of
United States  federal income tax the Trust will not be classified as other than
a grantor trust on account of such action.

     (c) Notwithstanding the foregoing, no amendment or modification may be made
to the Declaration if such amendment or  modification  would (i) cause the Trust
to be classified for purposes of United States federal income  taxation as other
than a grantor trust,  (ii) reduce or otherwise  adversely  affect the powers of
the  Institutional  Trustee or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment Company Act.

     8.  Pro Rata.

     A reference in these terms of the  Securities to any payment,  distribution
or treatment as being "Pro Rata" shall mean pro rata to each Holder according to
the aggregate stated  liquidation  amount of the Securities held by the relevant
Holder in relation to the aggregate stated  liquidation amount of all Securities
outstanding  unless,  in  relation to a payment,  an Event of Default  under the
Declaration has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each Holder of the Preferred Securities
pro rata  according  to the  aggregate  stated  liquidation  amount of Preferred
Securities  held  by  the  relevant  Holder  relative  to the  aggregate  stated
liquidation  amount of all  Preferred  Securities  outstanding,  and only  after
satisfaction of all amounts owed to the Holders of the Preferred Securities,  to
each Holder of Common  Securities  pro rata  according to the  aggregate  stated
liquidation  amount of Common Securities held by the relevant Holder relative to
the aggregate stated liquidation amount of all Common Securities outstanding.

     9.  Ranking.

     The Preferred Securities rank pari passu, and payment thereon shall be made
Pro Rata,  with the Common  Securities  except  that,  where an Event of Default
occurs and is  continuing,  the rights of  Holders of the Common  Securities  to
receive  payment  of  periodic  Distributions  and  payments  upon  liquidation,
redemption  and otherwise will be  subordinated  to the rights of the Holders of
the Preferred Securities.

     10. Listing.

     The Regular  Trustees  shall use their best efforts to cause the  Preferred
Securities to be listed for quotation on the NYSE.

     11. Acceptance of Securities Guarantee and Indenture.

     Each  Holder  of  Preferred  Securities  and  Common  Securities,   by  the
acceptance  thereof,  agrees  to  the  provisions  of the  Preferred  Securities
Guarantee  and the Common  Securities  Guarantee,  respectively,  including  the
subordination provisions therein, and to the provisions of the Indenture.

     12. No Preemptive Rights.

     The Holders shall have no preemptive rights to subscribe for any additional
securities.

     13. Miscellaneous.

     These terms constitute a part of the Declaration.

     The  Sponsor  will  provide  a  copy  of  the  Declaration,  the  Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without  charge on written  request to the Sponsor
at its principal place of business.










                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE


     Certificate Number    [ ]                Number of Preferred Securities [ ]

     CUSIP NO. [ ]

                   Certificate Evidencing Preferred Securities

                                       of

                              FLEET CAPITAL TRUST I

            8.00% Trust Originated Preferred SecuritiesSM ("TOPrSSM")
                 (liquidation amount $25 per Preferred Security)

     FLEET CAPITAL TRUST I, a statutory  business trust formed under the laws of
the State of Delaware (the "Trust"),  hereby certifies that  ______________ (the
"Holder")  is  the  registered  owner  of  preferred  securities  of  the  Trust
representing  undivided  beneficial  interests  in  the  assets  of  the  Trust,
designated the 8.00% Trust Originated Preferred SecuritiesSM (liquidation amount
$25  per  Preferred  Security)  (the  "Preferred  Securities").   The  Preferred
Securities are  transferable on the books and records of the Trust, in person or
by a duly authorized attorney,  upon surrender of this certificate duly endorsed
and  in  proper  form  for  transfer.  The  designation,   rights,   privileges,
restrictions,  preferences  and other  terms  and  provisions  of the  Preferred
Securities represented hereby are issued and shall in all respects be subject to
the  provisions  of the Amended and Restated  Declaration  of Trust of the Trust
dated as of February 4, 1997,  as the same may be amended from time to time (the
"Declaration"),  including  the  designation  of  the  terms  of  the  Preferred
Securities as set forth in Annex I to the  Declaration.  Capitalized  terms used
herein but not defined  shall have the meanings  given them in the  Declaration.
The Holder is entitled to the benefits of the Preferred  Securities Guarantee to
the extent provided therein. The Sponsor will provide a copy of the Declaration,
the Preferred  Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Trust at its principal place of business.

     Upon receipt of this  certificate,  the Holder is bound by the  Declaration
and is entitled to the benefits thereunder. In addition, the Holder is deemed to
have (i) agreed to the terms of the Indenture and the Debentures, including that
the Debentures are subordinate and junior in right of payment to all present and
future Senior  Indebtedness  and Other Financial  Obligations (as defined in the
Indenture) as and to the extent provided in the Indenture and (ii) agreed to the
terms of the  Preferred  Securities  Guarantee,  including  that  the  Preferred
Securities  Guarantee is subordinate and junior in right of payment to all other
liabilities  of the Sponsor,  including the  Debentures,  except those made pari
passu  or  subordinate  by their  terms,  and pari  passu  with the most  senior
preferred or  preference  stock now or hereafter  issued by the Sponsor and with
any  guarantee  now or  hereafter  entered into by the Sponsor in respect of any
preferred or preference stock of any Affiliate of the Sponsor.

     By  accepting  this  certificate,  the Holder  agrees to treat,  for United
States  federal  income tax purposes,  the  Debentures as  indebtedness  and the
Preferred  Securities  as  evidence  of  indirect  beneficial  ownership  in the
Debentures.

     Unless the Authenticating  Agent's Certificate of Authentication hereon has
been properly executed,  these Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

IN WITNESS  WHEREOF,  the Trust has caused this  certificate to be signed by its
duly authorized Regular Trustees.

                                   FLEET CAPITAL TRUST I


                                   By:__________________________________________
                                      Name: Title: Regular Trustee


                                   By:__________________________________________
                                      Name: Title: Regular Trustee


                          CERTIFICATE OF AUTHENTICATION

         This  is  one  of  the   Preferred   Securities   referred  to  in  the
within-mentioned Declaration.

Dated  _____________, ________

                                   Fleet National Bank, as Authenticating Agent


                                   By:__________________________________________
                                      Authorized Signatory





                          [FORM OF REVERSE OF SECURITY]


     Distributions  payable on each  Preferred  Security will be fixed at a rate
per annum of 8.00% (the "Coupon Rate") of the stated  liquidation  amount of $25
per  Preferred  Security,  such rate being the rate of  interest  payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear  interest  thereon  compounded  quarterly at the
Coupon Rate ("Compound  Interest") (to the extent  permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest  (including  Additional  Interest and Compound  Interest)  payable
unless  otherwise  stated.  A  Distribution  will be  made by the  Institutional
Trustee only to the extent that  payments are made in respect of the  Debentures
held by the Institutional  Trustee and to the extent the  Institutional  Trustee
has  funds  available  in the  Institutional  Trustee  Account.  The  amount  of
Distributions  payable for any period will be  computed  for any full  quarterly
Distribution  period on the basis of a 360-day year of twelve 30-day months, and
for any  period  shorter  than a full  quarterly  Distribution  period for which
Distributions are computed,  Distributions  will be computed on the basis of the
actual  number of days  elapsed.  In  addition,  Holders  will be entitled to an
additional  cash  distribution  at the rate of  7.25%  per  annum of the  stated
liquidation  amount  from  January  15,  1997  through  January  30,  1997,  the
expiration date of the Offer, in lieu of dividends  accumulating and unpaid from
January 15, 1997 on Depositary  Shares accepted for exchange in the Offer,  such
additional  distributions  to be made on March 31,  1997 to Holders of record on
the record date for such distribution ("Pre-Issuance Interest"). Payment of such
additional cash  distribution  may not be deferred as provided in the succeeding
paragraph.

     Except  as  otherwise  described  below,  Distributions  on  the  Preferred
Securities will be cumulative, will accrue from January 31, 1997, the first date
following the expiration date of the Offer,  and, except as otherwise  described
below, will be payable quarterly in arrears,  on March 31, June 30, September 30
and December 31 of each year, commencing on March 31, 1997, to Holders of record
on the  relevant  record  dates,  which  will be 15 days  prior to the  relevant
distribution dates. The record dates and distribution dates shall be the same as
the record  dates and payment  dates on the  Debentures.  With the  exception of
Pre-Issuance  Interest,  so long as the Debenture Issuer shall not be in default
in the payment of interest on the Debentures, the Debenture Issuer has the right
under the  Indenture  to defer  payments of interest by  extending  the interest
payment period from time to time on the Debentures for a period not exceeding 20
consecutive  quarters (each an "Extension  Period"),  provided that no Extension
Period shall last beyond Stated Maturity of the Debentures.  As a consequence of
such  deferral,  Distributions  will also be deferred.  Despite  such  deferral,
quarterly  Distributions  will continue to accrue with interest  thereon (to the
extent  permitted by  applicable  law) at the Coupon Rate  compounded  quarterly
during any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further extend such Extension Period;  provided
that  such  Extension  Period  together  with  all  such  previous  and  further
extensions  thereof may not exceed 20 consecutive  quarters or extend beyond the
Stated Maturity of the  Debentures.  Payments of accrued  Distributions  will be
payable to Holders as they  appear on the books and  records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any  Extension  Period and the payment of all amounts  then due,  the  Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

     The   Preferred   Securities   shall  be  redeemable  as  provided  in  the
Declaration.




                                   ASSIGNMENT


     FOR VALUE RECEIVED,  the  undersigned  assigns and transfers this Preferred
Security Certificate to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)

     and irrevocably appoints _______________________________________________ to
transfer this  Preferred  Security  Certificate  on the books of the 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)

                                   (Signature(s)   must  be   guaranteed  by  an
                                   "eligible guarantor  institution" meeting the
                                   requirements    of   the    Trustee,    which
                                   requirements     include     membership    or
                                   participation   in   STAMP   or  such   other
                                   "signature   guaranty   program"  as  may  be
                                   determined  by the  Trustee in addition to or
                                   in substitution  for STAMP, all in accordance
                                   with the Securities  Exchange Act of 1934, as
                                   amended.)






                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

   Certificate Number   [ ]                   Number of Common Securities   [ ]

                    Certificate Evidencing Common Securities

                                       of

                              FLEET CAPITAL TRUST I

                    8.00% Trust Originated Common Securities
                  (liquidation amount $25 per Common Security)

   FLEET  CAPITAL TRUST I, a statutory  business  trust formed under the laws of
the State of Delaware (the "Trust"),  hereby certifies that  ______________ (the
"Holder") is the registered owner of common securities of the Trust representing
undivided beneficial interests in the assets of the Trust,  designated the 8.00%
Trust Originated Common Securities  (liquidation amount $25 per Common Security)
(the "Common  Securities").  The Common Securities are transferable on the books
and  records  of the Trust,  in person or by a duly  authorized  attorney,  upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges,  restrictions,  preferences and other terms and
provisions of the Common Securities  represented  hereby are issued and shall in
all  respects  be  subject  to  the  provisions  of  the  Amended  and  Restated
Declaration  of Trust of the Trust dated as of February 4, 1997, as the same may
be amended from time to time (the  "Declaration"),  including the designation of
the terms of the Common  Securities as set forth in Annex I to the  Declaration.
Capitalized  terms used herein but not defined shall have the meaning given them
in the  Declaration.  The  Holder is  entitled  to the  benefits  of the  Common
Securities  Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration,  the Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

   Upon receipt of this certificate, the Sponsor is bound by the Declaration and
is entitled to the benefits  thereunder.  In  addition,  the Holder is deemed to
have (i) agreed to the terms of the Indenture and the Debentures, including that
the Debentures are subordinate and junior in right of payment to all present and
future Senior  Indebtedness  and Other Financial  Obligations (as defined in the
Indenture) as and to the extent provided in the Indenture and (ii) agreed to the
terms of the  Preferred  Securities  Guarantee,  including  that  the  Preferred
Securities  Guarantee is subordinate and junior in right of payment to all other
liabilities  of the Sponsor,  including the  Debentures,  except those made pari
passu  or  subordinate  by their  terms,  and pari  passu  with the most  senior
preferred or  preference  stock now or hereafter  issued by the Sponsor and with
any  guarantee  now or  hereafter  entered into by the Sponsor in respect of any
preferred or preference stock of any Affiliate of the Sponsor.

   By acceptance,  the Holder agrees to treat,  for United States federal income
tax  purposes,  the  Debentures  as  indebtedness  and the Common  Securities as
evidence of indirect beneficial ownership in the Debentures.

   Unless the Authenticating  Agent's  Certificate of Authentication  hereon has
been properly  executed,  these Common  Securities  shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

   IN WITNESS WHEREOF, the Trust has caused this certificate to be signed by its
duly authorized Regular Trustees.

                                   FLEET CAPITAL TRUST I

                                   By:_________________________________________
                                      Name:
                                      Title: Regular Trustee


                                   
                                   By:__________________________________________
                                      Name:
                                      Title:  Regular Trustee


                          CERTIFICATE OF AUTHENTICATION

         This   is  one   of  the   Common   Securities   referred   to  in  the
within-mentioned Declaration.

Dated  _____________, ________

                                   Fleet National Bank, as Authenticating Agent


                                   By:__________________________________________
                                      Authorized Signatory









                          [FORM OF REVERSE OF SECURITY]


     Distributions  payable on each Common  Security will be fixed at a rate per
annum of 8.00% (the "Coupon Rate") of the stated  liquidation  amount of $25 per
Common Security,  such rate being the rate of interest payable on the Debentures
to be held by the Institutional Trustee.  Distributions in arrears for more than
one quarter will bear interest thereon  compounded  quarterly at the Coupon Rate
("Compound  Interest")  (to the extent  permitted by applicable  law).  The term
"Distributions"  as used herein  includes such cash  distributions  and any such
interest  (including  Additional  Interest and Compound Interest) payable unless
otherwise stated. A Distribution will be made by the Institutional  Trustee only
to the extent that  payments are made in respect of the  Debentures  held by the
Institutional  Trustee  and to the extent the  Institutional  Trustee  has funds
available in the  Institutional  Trustee  Account.  The amount of  Distributions
payable  for any period  will be computed  for any full  quarterly  Distribution
period on the  basis of a 360-day  year of  twelve  30-day  months,  and for any
period shorter than a full quarterly Distribution period for which Distributions
are computed,  Distributions  will be computed on the basis of the actual number
of days elapsed.

     Except as otherwise described below, distributions on the Common Securities
will be cumulative,  will accrue from January 31, 1997, the first date following
the expiration date of the Offer, and, except as otherwise described below, will
be payable quarterly in arrears, on March 31, June 30, September 30 and December
31 of each year,  commencing on March 31, 1997, to Holders of record on relevant
record dates,  which will be 15 days prior to the relevant  distribution  dates.
The  record  dates and  distribution  dates  shall be the same as the record and
payment dates on the Debentures. So long as the Debenture Issuer shall not be in
default in the payment of interest on the Debentures,  the Debenture  Issuer has
the right under the  Indenture to defer  payments of interest by  extending  the
interest  payment  period from time to time on the  Debentures  for a period not
exceeding 20 consecutive quarters (each an "Extension Period"), provided that no
Extension  Period shall last beyond the Stated Maturity of the Debentures.  As a
consequence of such deferral,  Distributions will also be deferred. Despite such
deferral,  quarterly Distributions will continue to accrue with interest thereon
(to the  extent  permitted  by  applicable  law) at the Coupon  Rate  compounded
quarterly during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further extend such Extension Period;
provided that such Extension  Period together with all such previous and further
extensions  thereof may not exceed 20 consecutive  quarters or extend beyond the
Stated Maturity of the  Debentures.  Payments of accrued  Distributions  will be
payable to Holders as they  appear on the books and  records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any  Extension  Period and the payment of all amounts  then due,  the  Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

     The Common Securities shall be redeemable as provided in the Declaration.









                                   ASSIGNMENT


     FOR VALUE  RECEIVED,  the  undersigned  assigns and  transfers  this Common
Security Certificate to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)


     and  irrevocably  appoints  _______________________  this  Common  Security
     Certificate on the books of the 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   Common    Security
                                   Certificate)

                                   (Signature(s)   must  be   guaranteed  by  an
                                   "eligible guarantor  institution" meeting the
                                   requirements    of   the    Trustee,    which
                                   requirements     include     membership    or
                                   participation   in   STAMP   or  such   other
                                   "signature   guaranty   program"  as  may  be
                                   determined  by the  Trustee in addition to or
                                   in substitution  for STAMP, all in accordance
                                   with the Securities  Exchange Act of 1934, as
                                   amended.)




                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE

                           [Included in Exhibit 4(c)]




                                    EXHIBIT C

                            DEALER MANAGER AGREEMENT

                                [See Exhibit 1]

EX-4

                                                                    Exhibit 4(c)






                          SECOND SUPPLEMENTAL INDENTURE

                                     between

                           FLEET FINANCIAL GROUP, INC.

                                       and

                       THE FIRST NATIONAL BANK OF CHICAGO

                          Dated as of February 4, 1997












                               TABLE OF CONTENTS*

                                                                    Page
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1           Definition of Terms                              1

                                   ARTICLE II
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1           Designation and Principal Amount                 3
SECTION 2.2           Maturity                                         3
SECTION 2.3           Form and Payment                                 3
SECTION 2.4           Global Debenture                                 4
SECTION 2.5           Interest                                         5

                                   ARTICLE III
                          REDEMPTION OF THE DEBENTURES

SECTION 3.1           Special Event Redemption                         5
SECTION 3.2           Optional Redemption by Company                   6
SECTION 3.3           No Sinking Fund                                  6
SECTION 3.4           Required Approval                                6

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1           Extension of Interest Payment Period             6
SECTION 4.2           Notice of Extension                              7
SECTION 4.3           Limitation of Transactions                       7

                                    ARTICLE V
                                    EXPENSES

SECTION 5.1           Payment of Expenses                              7
SECTION 5.2           Payment Upon Resignation or Removal              8

                                   ARTICLE VI
                          COVENANT TO LIST ON EXCHANGE

SECTION 6.1           Listing on an Exchange                           8

                                   ARTICLE VII
                                FORM OF DEBENTURE

SECTION 7.1           Form of Debenture                                9


                                  ARTICLE VIII
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1           Original Issue of Debentures                    13

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1           Ratification of Indenture                       14
SECTION 9.2           Trustee Not Responsible for Recitals            14
SECTION 9.3           Governing Law                                   14
SECTION 9.4           Separability                                    14
SECTION 9.5           Counterparts                                    14


*THIS TABLE OF CONTENTS  SHALL NOT, FOR ANY  PURPOSE,  BE DEEMED TO BE A PART OF
THIS SECOND SUPPLEMENTAL INDENTURE.




     SECOND  SUPPLEMENTAL  INDENTURE,  dated as of February 4, 1997 (the "Second
Supplemental  Indenture"),  between Fleet Financial Group,  Inc., a Rhode Island
corporation (the "Company"),  and The First National Bank of Chicago, as trustee
(the  "Trustee")  under the Indenture  dated as of December 11, 1996 between the
Company and the Trustee (the "Indenture").

     WHEREAS, the Company executed and delivered the Indenture to the Trustee to
provide for the future issuance of the Company's  unsecured junior  subordinated
debt securities to be issued from time to time in one or more series as might be
determined  by the  Company  under  the  Indenture,  in an  unlimited  aggregate
principal  amount which may be  authenticated  and  delivered as provided in the
Indenture;

     WHEREAS,  pursuant to the terms of the  Indenture,  the Company  desires to
provide for the  establishment of a new series of such securities to be known as
its 8.00%  Junior  Subordinated  Deferrable  Interest  Debentures  due 2027 (the
"Debentures"),  the  form  and  substance  of such  Debentures  and  the  terms,
provisions and  conditions  thereof to be set forth as provided in the Indenture
and this Second Supplemental Indenture;

     WHEREAS,  the  Company  and Fleet  Capital  Trust I, a  Delaware  statutory
business trust (the  "Trust"),  have made an offer to exchange (the "Offer") the
Trust's   8.00%  Trust   Originated   Preferred   Securities   (the   "Preferred
Securities"),  representing  preferred  undivided  beneficial  interests  in the
assets of the Trust,  for any and all of the  Company's  depositary  shares (the
"Depositary  Shares"),  each representing a 1/10 interest in a share of Series V
7.25% Perpetual Preferred Stock, $1.00 par value, of the Company (the "Preferred
Stock") not owned by the Company;

     WHEREAS,  concurrently  with the issuance of the  Preferred  Securities  in
exchange for Depositary Shares validly tendered in the Offer, (a) the Trust will
issue and sell to the Company  8.00% Trust  Originated  Common  Securities  (the
"Common Securities") in an aggregate stated liquidation amount equal to at least
3% of the total  capital of the Trust and (b) the  Company  will  deposit in the
Trust as trust assets the Debentures having an aggregate  principal amount equal
to the aggregate stated liquidation  amount of the Preferred  Securities and the
Common Securities so issued; and

     WHEREAS,  the Company has  requested  that the Trustee  execute and deliver
this Second Supplemental  Indenture and all requirements  necessary to make this
Second  Supplemental  Indenture a valid instrument in accordance with its terms,
and to make the Debentures,  when executed by the Company and  authenticated and
delivered  by the  Trustee,  the valid  obligations  of the  Company,  have been
performed,  and the execution and delivery of this Second Supplemental Indenture
has been duly authorized in all respects.

     NOW  THEREFORE,  in  consideration  of the purchase and  acceptance  of the
Debentures  by the Holders  thereof,  and for the purpose of setting  forth,  as
provided in the  Indenture,  the form and  substance of the  Debentures  and the
terms,  provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1.  Definition of Terms.

     Unless the context otherwise requires:

     (a)  a term defined in the Indenture has the same meaning when used in this
          Second Supplemental Indenture;

     (b)  a term defined anywhere in this Second Supplemental  Indenture has the
          same meaning throughout;

     (c)  the singular includes the plural and vice versa;

     (d)  a reference to a Section or Article is to a Section or Article of this
          Second Supplemental Indenture;

     (e)  headings  are for  convenience  of  reference  only and do not  affect
          interpretation;

     (f)  the  following   terms  have  the  meanings   given  to  them  in  the
          Declaration:  (i) Dealer  Manager  Agreement;  (ii) Delaware  Trustee;
          (iii)  Distributions;   (iv)  Institutional   Trustee;  (v)  Preferred
          Securities  Guarantee;  (vi) Preferred Security  Certificate and (vii)
          Regular Trustee.

     (g)  the  following  terms have the meanings  given to them in this Section
          1.1(g):

     "Additional Interest" shall have the meaning set forth in Section 2.5(c).

     "Compound Interest" shall have the meaning set forth in Section 4.1.

     "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

     "Creditor" shall have the meaning set forth in Section 5.1

     "Declaration" means the Amended and Restated  Declaration of Trust of Fleet
Capital Trust I, a Delaware  statutory  business trust,  dated as of February 4,
1997.

     "Deferred Interest" shall have the meaning set forth in Section 4.1.

     "Dissolution  Event" means the dissolution of the Trust and distribution of
the Debentures held by the Institutional  Trustee pro rata to the holders of the
Trust Securities in accordance with the Declaration,  such event to occur at the
option of the Company at any time.

     "Extended  Interest  Payment  Period"  shall have the  meaning set forth in
Section 4.1.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
     System.

     "Global Debenture" shall have the meaning set forth in Section 2.4(a).

     "Holder"  means  any  person  in  whose  name at the  time a  Debenture  is
registered on the Security Register.

     "Interest Payment Date" shall have the meaning set forth in Section 2.5(a).

     "Non Book-Entry  Preferred  Securities" shall have the meaning set forth in
Section 2.4(a).

     "Optional  Prepayment  Price"  shall have the  meaning set forth in Section
3.2.

     "Redemption  Price" shall mean either the Special Event Prepayment Price or
the Optional Prepayment Price, as the context requires.

     "Regulatory  Capital  Event" means that the Company  shall have received an
opinion of independent  bank regulatory  counsel  experienced in such matters to
the effect that, as a result of (a) any amendment to, or change  (including  any
announced prospective change) in the laws (or any regulations thereunder) of the
United States or any rules,  guidelines or policies of the Federal Reserve Board
or  (b)  any  official   administrative   pronouncement  or  judicial   decision
interpreting or applying such laws or regulations,  which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
original issuance of the Preferred  Securities,  the Preferred Securities do not
constitute,  or within 90 days of the date thereof, will not constitute,  Tier 1
capital (or its  equivalent) for purposes of the Federal Reserve Board's capital
guidelines for bank holding companies;  provided, however, that the distribution
of the Debentures in connection with the liquidation of the Trust by the Company
and the  treatment  thereafter  of the  Debentures  as other than Tier 1 capital
shall not in and of itself  constitute  a Regulatory  Capital  Event unless such
liquidation shall have occurred in connection with a Tax Event.

     "Special Event" means a Tax Event or Regulatory  Capital Event, as the case
may be.

     "Special  Event  Prepayment  Price"  shall  have the  meaning  set forth in
Section 3.1.

     "Stated  Maturity"  means the date on which the  Debentures  mature  and on
which the  principal  shall be due and  payable,  together  with all accrued and
unpaid interest thereon including Compound Interest and Additional Interest,  if
any,  which date shall be February  15,  2027,  unless  shortened  to a date not
earlier than April 15, 2001,  or extended to a date not later than  February 15,
2046, as more fully described in Section 2.2.

     "Tax Event" means that the Regular  Trustees shall have received an opinion
of a nationally  recognized  independent tax counsel experienced in such matters
to the effect that, as a result of (a) any  amendment  to, or change  (including
any announced prospective change) in, the laws or any regulations  thereunder of
the United States or any political  subdivision or taxing  authority  thereof or
therein, or (b) any official  administrative  pronouncement or judicial decision
interpreting or applying such laws or regulations,  which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
the original  issuance of the  Debentures,  there is more than an  insubstantial
risk  that  (i) the  Trust  is,  or will be  within  90 days of the date of such
opinion,  subject to United  States  federal  income tax with  respect to income
received or accrued on the Debentures,  (ii) interest  payable by the Company on
the  Debentures  is not,  or  within  90 days of the date  thereof  will not be,
deductible by the Company, in whole or in part, for United States federal income
tax  purposes,  or (iii)  the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

                                   ARTICLE II

                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

     SECTION 2.1.  Designation and Principal Amount.

     There is hereby  authorized a series of  Securities  designated  the "8.00%
Junior  Subordinated  Deferrable  Interest  Debentures  due  2027",  limited  in
aggregate  principal  amount to the aggregate stated  liquidation  amount of the
Preferred  Securities  and Common  Securities  to be issued by the Trust,  which
amount  shall  be as set  forth in any  written  order  of the  Company  for the
authentication  and  delivery  of  Debentures  pursuant  to Section  2.04 of the
Indenture.

     SECTION 2.2.  Maturity.

     (a) The  Debentures  shall mature on February 15, 2027. The Company has the
right  at any time to  shorten  the  maturity  of the  Debentures  to a date not
earlier than April 15, 2001.  The exercise of such right is subject to the prior
approval of the Federal  Reserve Board if such  approval is then required  under
applicable law, rules, guidelines or policies. The Company also has the right to
extend the maturity of the Debentures to a date no later than February 15, 2046,
so long as at the time  such  election  is made and at the time  such  extension
commences  (i) the  Company  is not in  bankruptcy,  otherwise  insolvent  or in
liquidation,  (ii) the Company is not in default in the payment of any  interest
or principal on the Debentures, (iii) the Trust is not in arrears on payments of
distributions on the Preferred  Securities and no deferred  distributions on the
Preferred  Securities  are  accumulated  and  (iv)  the  Debentures  or,  if the
Preferred  Securities are so rated, the Preferred  Securities are rated at least
BBB- by Standard & Poor's Ratings  Services,  at least Baa3 by Moody's Investors
Service,  Inc. or at least the  equivalent  by any other  nationally  recognized
statistical rating organization

     (b) In the event that the Company  elects to shorten or extend the maturity
date of the  Debentures,  it shall give notice to the  Trustee,  and the Trustee
shall  give  notice  of such  shortening  or  extension  to the  holders  of the
Debentures  no more than 90 and no less than 30 days prior to the  effectiveness
thereof.

     SECTION 2.3.  Form and Payment.

     Except as provided in Section 2.4, the Debentures  shall be issued in fully
registered certificated form without interest coupons. Principal and interest on
the Debentures issued in certificated form will be payable, the transfer of such
Debentures will be registrable  and such  Debentures  will be  exchangeable  for
Debentures bearing identical terms and provisions at the office or agency of the
Trustee in New York, New York; provided,  however,  that payment of interest may
be made at the  option of the  Company by check  mailed to the  Holder  entitled
thereto at such  address as shall  appear in the  Security  Register  or by wire
transfer to an account appropriately  designated by the Holder entitled thereto.
Notwithstanding  the  foregoing,  so long as the Holder of any Debentures is the
Institutional  Trustee,  the payment of the principal of and interest (including
Compound  Interest and Additional  Interest,  if any) on such Debentures held by
the Institutional  Trustee will be made at such place and to such account as may
be designated by the Institutional Trustee.

     SECTION 2.4.  Global Debenture.

     (a) In connection with a Dissolution Event,

          (i) the  Debentures  in  certificated  form  may be  presented  to the
     Trustee by the Institutional  Trustee in exchange for a global Debenture in
     an aggregate  principal  amount equal to the aggregate  principal amount of
     all outstanding Debentures (a "Global Debenture"),  to be registered in the
     name of the Depository  Institution,  or its nominee,  and delivered by the
     Trustee to the Depository  Institution for crediting to the accounts of its
     participants  pursuant to the  instructions  of the Regular  Trustees.  The
     Company upon any such presentation shall execute a Global Debenture in such
     aggregate  principal  amount  and  deliver  the  same  to the  Trustee  for
     authentication  and  delivery in  accordance  with the  Indenture  and this
     Second  Supplemental  Indenture.  Payments  on the  Debentures  issued as a
     Global Debenture will be made to the Depository Institution; and

          (ii)  if  any  Preferred   Securities   are  held  in  non  book-entry
     certificated  form, the Debentures in certificated form may be presented to
     the  Trustee  by the  Institutional  Trustee  and  any  Preferred  Security
     Certificate  which  represents  Preferred  Securities  other than Preferred
     Securities  held  by  the  Depository  Institution  or  its  nominee  ("Non
     Book-Entry  Preferred  Securities") will be deemed to represent  beneficial
     interests  in  Debentures  presented  to the  Trustee by the  Institutional
     Trustee  having  an  aggregate  principal  amount  equal  to the  aggregate
     liquidation  amount of the Non Book-Entry  Preferred  Securities until such
     Preferred Security Certificates are presented to the Security registrar for
     transfer or reissuance,  at which time such Preferred Security Certificates
     will be cancelled and a Debenture,  registered in the name of the holder of
     the Preferred Security  Certificate or the transferee of the holder of such
     Preferred  Security  Certificate,  as the  case may be,  with an  aggregate
     principal amount equal to the aggregate liquidation amount of the Preferred
     Security  Certificate  cancelled,  will  be  executed  by the  Company  and
     delivered to the Trustee for authentication and delivery in accordance with
     the  Indenture  and this Second  Supplemental  Indenture.  On issue of such
     Debentures,  Debentures with an equivalent  aggregate principal amount that
     were presented by the  Institutional  Trustee to the Trustee will be deemed
     to have been cancelled.

     (b) A Global  Debenture may be transferred,  in whole but not in part, only
to another nominee of the Depository  Institution,  or to a successor Depository
Institution  selected  or  approved  by the  Company  or to a  nominee  of  such
successor Depository Institution.

     (c) If (i) at any time the Depository Institution notifies the Company that
it is unwilling  or unable to continue as  Depository  Institution  or if at any
time the Depository Institution for such series shall no longer be registered or
in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable  statute or regulation,  and a successor  Depository  Institution for
such series is not  appointed  by the  Company  within 90 days after the Company
receives  such notice or becomes  aware of such  condition,  as the case may be,
(ii) the Company at any time determines  that the Debentures  shall no longer be
represented by a Global Debenture or (iii) there shall have occurred an Event of
Default,  then the  Company  will  execute,  and,  subject  to Article II of the
Indenture,  the Trustee, upon written notice from the Company, will authenticate
and deliver the Debentures in definitive  registered  form without  coupons,  in
authorized  denominations,  and in an  aggregate  principal  amount equal to the
principal amount of the Global Debenture in exchange for such Global  Debenture.
In such event the  Company  will  execute,  and  subject to Section  2.07 of the
Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination  by the Company,  will  authenticate and deliver the Debentures in
definitive registered form without coupons, in authorized denominations,  and in
an  aggregate  principal  amount  equal to the  principal  amount of the  Global
Debenture in exchange for such Global Debenture. Upon the exchange of the Global
Debenture for such Debentures in definitive  registered form without coupons, in
authorized  denominations,  the  Global  Debenture  shall  be  cancelled  by the
Trustee.  Such  Debentures in definitive  registered form issued in exchange for
the Global  Debenture  shall be registered in such names and in such  authorized
denominations as the Depository  Institution,  pursuant to instructions from its
direct or indirect  participants or otherwise,  shall instruct the Trustee.  The
Trustee shall deliver such Securities to the Depository Institution for delivery
to the Persons in whose names such Securities are so registered.

     SECTION 2.5.  Interest.

     (a) Each  Debenture  will bear interest at the rate of 8.00% per annum (the
"Coupon  Rate") from January 31, 1997,  the first date  following the expiration
date of the Offer (the "Accrual Date"),  until the principal thereof becomes due
and  payable,  and on any overdue  principal  and, to the extent that payment of
such interest is enforceable under applicable law, on any overdue installment of
interest at the Coupon Rate, compounded quarterly,  payable quarterly in arrears
on March 31,  June 30,  September  30 and  December  31 of each year  (each,  an
"Interest  Payment Date"),  commencing on March 31, 1997, to the Person in whose
name such Debenture or any predecessor Debenture is registered,  at the close of
business on the March 15,  June 15,  September  15 and  December 15 prior to the
applicable Interest Payment Date, except as otherwise provided herein.  Payments
of interest may be deferred by the Company pursuant to the provisions of Article
IV hereof.  The  Debentures  will also accrue  interest at the rate of 7.25% per
annum of the principal  amount thereof from January 15, 1997 through January 30,
1997, the expiration date of the Offer,  payable on March 31, 1997 to holders of
the  Debentures  on  the  record  date  for  such  distribution   ("Pre-Issuance
Interest").  No deferral of interest will be permitted  with respect to interest
accruing from January 15, 1997 through January 30, 1997.

     (b) The amount of  interest  payable for any period will be computed on the
basis of a 360-day  year of twelve  30-day  months.  Except as  provided  in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly  period for which  interest is computed,  will be computed on the
basis of the actual number of days elapsed.  In the event that any date on which
interest is payable on the  Debentures  is not a Business  Day,  then payment of
interest payable on such date will be made on the next succeeding day which is a
Business Day (and  without any interest or other  payment in respect of any such
delay),  except that,  if such Business Day is in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case with the same force and effect as if made on such date.

     (c) If, at any time  while the  Institutional  Trustee is the holder of any
Junior  Subordinated  Debentures,  the  Trust or the  Institutional  Trustee  is
required  to pay any  taxes,  duties,  assessments  or  governmental  charges of
whatever nature (other than withholding  taxes) imposed by the United States, or
any other  taxing  authority,  then,  in any such case,  the Company will pay as
additional  interest  ("Additional  Interest")  on the  Debentures  held  by the
Institutional  Trustee, such additional amounts as shall be required so that the
net amounts  received  and retained by the Trust and the  Institutional  Trustee
after paying such taxes, duties,  assessments or other governmental charges will
be equal to the amounts the Trust would have received had no such taxes, duties,
assessments or other governmental charges been imposed.


                                   ARTICLE III

                          REDEMPTION OF THE DEBENTURES

     SECTION 3.1.  Special Event Redemption.

     If,  prior  to  April  15,  2001,  a  Special  Event  has  occurred  and is
continuing,  the Company shall have the right, upon not less than 30 days and no
more  than  60  days  notice  to the  Holders,  at its  option,  to  redeem  the
Debentures,  in whole (but not in part),  for cash within 90 days  following the
occurrence  of such Special  Event at a  prepayment  price (the  "Special  Event
Prepayment  Price") equal to (i) 104% of the principal  amount of the Debentures
if  prepaid  during  the period  commencing  on the  Accrual  Date  through  and
including April 14, 1998 and (ii) the percentage of the principal  amount of the
Debentures  specified  below,  if prepaid during the 12-month  period  beginning
April 15 of the years  indicated  below,  plus,  in each case,  any  accrued and
unpaid interest thereon to the date of prepayment:

           Year                                     Percentage
           1998                                     103%
           1999                                     102
           2000                                     101
          2001 and thereafter                      100

     The Special Event  Prepayment  Price shall be paid prior to 12:00 noon, New
York time,  on the date of such  redemption  or such earlier time as the Company
determines;  provided  that the Company shall deposit with the Trustee an amount
sufficient to pay the Special  Event  Prepayment  Price by 10:00 a.m.,  New York
time, on the date such Special Event Prepayment Price is to be paid.

     SECTION 3.2.  Optional Redemption by Company.

     Subject  to the  provisions  of  Article  XIV of the  Indenture,  except as
otherwise may be specified in this Second  Supplemental  Indenture,  the Company
shall have the right, upon not less than 30 days and no more than 60 days notice
to the Holder, to redeem the Debentures, in whole or in part, from time to time,
on or after  April 15,  2001,  for cash at a  prepayment  price  (the  "Optional
Prepayment  Price")  equal to 100% of the  principal  amount  thereof,  plus any
accrued and unpaid  interest  thereon to the redemption  date. If the Debentures
are only partially redeemed pursuant to this Section 3.2, the Debentures will be
redeemed  pro rata or by lot or by any other  method  utilized  by the  Trustee;
provided,  that if at the time of redemption  the Debentures are registered as a
Global Debenture, the Depository Institution shall determine, in accordance with
its procedures,  the principal  amount of such Debentures held by each Holder to
be redeemed.  The Optional  Prepayment  Price shall be paid prior to 12:00 noon,
New York time,  on the date of such  redemption  or at such  earlier time as the
Company determines;  provided that the Company shall deposit with the Trustee an
amount  sufficient to pay the Optional  Prepayment Price by 10:00 a.m., New York
time, on the date such Optional Prepayment Price is to be paid.

     SECTION 3.3.  No Sinking Fund.

     The Debentures are not entitled to the benefit of any sinking fund.

     SECTION 3.4.  Required Approval.

     Any redemption of the Debentures in accordance with the foregoing  Sections
may require the prior approval of the Federal  Reserve Board if such approval is
then required under applicable law, rules, guidelines or policies.


                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

     SECTION 4.1.  Extension of Interest Payment Period.

     With the exception of Pre-Issuance  Interest,  so long as the Company shall
not be in default in the  payment of  interest  on the  Debentures,  the Company
shall have the right,  at any time and from time to time  during the term of the
Debentures,  to defer  payments of interest by extending  the  interest  payment
period of such  Debentures  for a period not exceeding 20  consecutive  quarters
(the "Extended Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable;  provided that no Extended Interest
Payment Period may extend beyond the Stated Maturity. To the extent permitted by
applicable law, interest,  the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 4.1, will bear
interest thereon at the Coupon Rate compounded quarterly for each quarter of the
Extended  Interest  Payment  Period  ("Compound  Interest").  At the  end of the
Extended Interest Payment Period, the Company shall pay all interest accrued and
unpaid  on the  Debentures,  including  any  Additional  Interest  and  Compound
Interest (together, "Deferred Interest") that shall be payable to the Holders in
whose names the Debentures are registered in the Security  Register on the first
record date after the end of the Extended  Interest  Payment Period.  Before the
termination of any Extended  Interest  Payment  Period,  the Company may further
extend such period,  provided  that such period  together  with all such further
extensions  thereof shall not exceed 20 consecutive  quarters,  or extend beyond
the Stated  Maturity of the  Debentures.  Upon the  termination  of any Extended
Interest Payment Period and upon the payment of all Deferred  Interest then due,
the Company may commence a new Extended Interest Payment Period,  subject to the
foregoing requirements.  No interest shall be due and payable during an Extended
Interest Payment Period,  except at the end thereof,  but the Company may prepay
at any time all or any  portion  of the  interest  accrued  during  an  Extended
Interest Payment Period.

     SECTION 4.2.  Notice of Extension.

     (a) If the Institutional  Trustee is the only registered Holder at the time
the Company selects an Extended Interest Payment Period,  the Company shall give
written  notice to the  Regular  Trustees,  the  Institutional  Trustee  and the
Trustee of its selection of such Extended  Interest  Payment Period one Business
Day before the earlier of (i) the next succeeding date on which Distributions on
the Trust Securities issued by the Trust are payable, or (ii) the date the Trust
is required to give notice of the record  date,  or the date such  Distributions
are payable, to the New York Stock Exchange or other applicable  self-regulatory
organization or to holders of the Preferred  Securities issued by the Trust, but
in any event at least one Business Day before such record date.

     (b) If the  Institutional  Trustee  is not the only  Holder at the time the
Company selects an Extended Interest Payment Period,  the Company shall give the
Holders of the  Debentures  and the Trustee  written  notice of its selection of
such  Extended  Interest  Payment  Period at least ten Business  Days before the
earlier of (i) the next succeeding  Interest  Payment Date, or (ii) the date the
Company  is  required  to give  notice  of the  record or  payment  date of such
interest   payment  to  the  New  York  Stock   Exchange  or  other   applicable
self-regulatory organization or to Holders of the Debentures.

     (c) The quarter in which any notice is given  pursuant to paragraphs (a) or
(b) of this Section 4.2 shall be counted as one of the 20 quarters  permitted in
the maximum Extended Interest Payment Period permitted under Section 4.1.

     SECTION 4.3.  Limitation of Transactions.

     If (i) the Company shall exercise its right to defer payment of interest as
provided in Section 4.1, or (ii) there shall have occurred any Event of Default,
as defined in the  Indenture,  or (iii) there shall have  occurred  any Event of
Default, as defined in the Preferred Securities Guarantee,  then (a) the Company
shall not declare or pay any dividend on, make any distribution with respect to,
or redeem, purchase,  acquire or make a liquidation payment with respect to, any
of its capital stock (other than (1) purchases or  acquisitions of shares of its
common  stock  in  connection  with  the  satisfaction  by  the  Company  of its
obligations under any employee benefit plans or any other contractual obligation
of the Company (other than a contractual  obligation  ranking pari passu with or
junior  to  the  Debentures),  (2)  as a  result  of a  reclassification  of the
Company's  capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's capital
stock or (3) the purchase of  fractional  interests  in shares of the  Company's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security being  converted or exchanged),  (b) the Company shall not
make any  payment  of  interest,  principal  or  premium,  if any,  on or repay,
repurchase  or redeem any debt  securities  issued by the Company that rank pari
passu with or junior to the  Debentures  and (c) the Company  shall not make any
guarantee  payments  with respect to the  foregoing  (other than pursuant to the
Preferred Securities Guarantee).


                                    ARTICLE V

                                    EXPENSES

     SECTION 5.1.  Payment of Expenses.

     In connection with the offering, sale and issuance of the Debentures to the
Institutional Trustee and in connection with the sale of the Trust Securities by
the  Trust,  the  Company,  in its  capacity  as  borrower  with  respect to the
Debentures, shall:

     (a) pay all costs and expenses relating to the offering,  sale and issuance
of the Debentures, including fees to the dealer managers payable pursuant to the
Dealer Manager  Agreement and compensation of the Trustee under the Indenture in
accordance with the provisions of Section 6.06 of the Indenture;

     (b) be responsible for and shall pay all debts and obligations  (other than
payments of principal,  interest and premium,  if any, with respect to the Trust
Securities) and costs and expenses of the Trust (including,  but not limited to,
costs and expenses relating to the organization,  maintenance and dissolution of
the Trust, the offer, sale and issuance of the Trust Securities  (including fees
to  the  dealer  managers  in  connection  therewith),  the  fees  and  expenses
(including  reasonable counsel fees and expenses) of the Institutional  Trustee,
the Delaware  Trustee and the Regular  Trustees  (including any amounts  payable
under  Article 10 of the  Declaration),  the costs and expenses  relating to the
operation  of the Trust,  including  without  limitation,  costs and expenses of
accountants,  attorneys,  statistical  or  bookkeeping  services,  expenses  for
printing and engraving and computing or accounting  equipment,  paying agent(s),
registrar(s),  transfer  agent(s),  duplicating,  travel and telephone and other
telecommunications  expenses and costs and expenses  incurred in connection with
the acquisition,  financing, and disposition of Trust assets and the enforcement
by the  Institutional  Trustee  of the rights of the  holders  of the  Preferred
Securities);

     (c) be primarily liable for any  indemnification  obligations  arising with
respect to the Declaration; and

     (d) pay  any and all taxes  (other  than United  States  withholding  taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

     The Company's  obligations  under this Section 5.1 shall be for the benefit
of, and shall be  enforceable  by, any person to whom such  debts,  obligations,
costs,  expenses and taxes are owed (a "Creditor")  whether or not such Creditor
has  received  notice  hereof.  Any such  Creditor  may  enforce  the  Company's
obligations  under this Section 5.1 directly against the Company and the Company
irrevocably  waives any right of remedy to require that any such  Creditor  take
any action against the Trust or any other Person before  proceeding  against the
Company.  The Company  agrees to execute such  additional  agreements  as may be
necessary or desirable  in order to give full effect to the  provisions  of this
Section 5.1.

     SECTION 5.2.  Payment Upon Resignation or Removal.

     Upon termination of this Second Supplemental  Indenture or the Indenture or
the removal or resignation of the Trustee,  unless otherwise stated, the Company
shall pay to the Trustee all  amounts  accrued to the date of such  termination,
removal or  resignation.  Upon  termination of the Declaration or the removal or
resignation of the Delaware Trustee or the  Institutional  Trustee,  as the case
may be, pursuant to Section 5.6 of the Declaration, the Company shall pay to the
Delaware Trustee or the Institutional  Trustee,  as the case may be, all amounts
accrued to the date of such termination, removal or resignation.


                                   ARTICLE VI

                          COVENANT TO LIST ON EXCHANGE

     SECTION 6.1.  Listing on an Exchange.

     If  the  Debentures  are  distributed  to  the  holders  of  the  Preferred
Securities issued by the Trust, and the Preferred Securities are then so listed,
the Company  will use its best efforts to list such  Debentures  on the New York
Stock Exchange,  Inc. or on such other exchange as the Preferred  Securities are
then listed.


                                   ARTICLE VII

                                FORM OF DEBENTURE

     SECTION 7.1.  Form of Debenture.

     The Debentures and the Certificate of Authentication to be endorsed thereon
are to be substantially in the following forms:

     (FORM OF FACE OF DEBENTURE)

     IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE,  INSERT - This Debenture is a
Global Debenture within the meaning of the Indenture hereinafter referred to and
is registered  in the name of a Depositary  or a nominee of a  Depositary.  This
Debenture is  exchangeable  for  Debentures  registered  in the name of a person
other than the  Depositary  or its  nominee  only in the  limited  circumstances
described  in the  Indenture,  and no transfer of this  Debenture  (other than a
transfer  of this  Debenture  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) may be registered except in limited circumstances.

     Unless this Debenture is presented by an authorized  representative  of The
Depository Trust Company (55 Water Street,  New York, New York) to the issuer or
its agent for registration of transfer,  exchange or payment,  and any Debenture
issued is  registered  in the name of Cede & Co. or such other name as requested
by an authorized  representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered  owner hereof,  Cede &
Co., has an interest herein.

                       No. ______________________________

                           FLEET FINANCIAL GROUP, INC.

             8.00% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                                    DUE 2027

     FLEET FINANCIAL  GROUP,  INC., a Rhode Island  corporation  (the "Company",
which term includes any successor  corporation  under the Indenture  hereinafter
referred to), for value  received,  hereby promises to pay to The First National
Bank of Chicago,  as  Institutional  Trustee of Fleet Capital Trust I under that
certain Amended and Restated  Declaration of Trust dated as of February 4, 1997,
or registered  assigns,  the  principal sum of Eighty-Six  Million Three Hundred
Thirty-Eight Thousand Seventy-Five Dollars ($86,338,075.00) on February 15, 2027
(such date,  as it may be shortened or extended as provided  below,  the "Stated
Maturity"),  and to pay interest on said principal sum from January 31, 1997, or
from the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for,  quarterly (subject
to deferral as set forth  herein) in arrears on March 31, June 30,  September 30
and December 31 of each year commencing March 31, 1997, at the rate of 8.00% per
annum until the principal  hereof shall have become due and payable,  and on any
overdue  principal  and premium,  if any, and  (without  duplication  and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum compounded quarterly.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months.  In the event that any date
on which  interest  is payable on this  Debenture  is not a Business  Day,  then
payment of interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other  payment in respect of
any such delay),  except that,  if such  Business Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day,  in each case with the same force and  effect as if made on such date.  The
interest  installment so payable,  and punctually  paid or duly provided for, on
any Interest  Payment Date will,  as provided in the  Indenture,  be paid to the
person in whose name this Debenture (or one or more Predecessor  Securities,  as
defined in said  Indenture)  is registered at the close of business on the March
15,  June 15,  September  15 and  December 15 prior to the  applicable  Interest
Payment  Date.  Payments of interest may be deferred by the Company  pursuant to
the provisions of Article IV hereof. The Debentures will also accrue interest at
the rate of 7.25% per annum of the  principal  amount  thereof  from January 15,
1997  through  January  30,  1997,  payable on March 31,  1997 to holders of the
Debentures  on the record  date for such  distribution.  No deferral of interest
will be  permitted  with  respect to  interest  accruing  from  January 15, 1997
through  January 30, 1997. Any such interest  installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered  Holders
on such  regular  record  date and may be paid to the  Person in whose name this
Debenture (or one or more Predecessor  Securities) is registered at the close of
business on a special  record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered Holders
of this series of Debentures  not less than 10 days prior to such special record
date,  or may be paid at any time in any other  lawful  manner not  inconsistent
with the requirements of any securities  exchange on which the Debentures may be
listed,  and upon such notice as may be required by such  exchange,  all as more
fully provided in the Indenture.  The principal of (and premium, if any) and the
interest  on this  Debenture  shall be  payable  at the  office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts;  provided,  however,  that payment of interest may be made at the
option of the Company by check mailed to the  registered  Holder at such address
as shall appear in the Security Register. Notwithstanding the foregoing, so long
as the Holder of this Debenture is the Institutional Trustee, the payment of the
principal of (and premium,  if any) and interest on this  Debenture will be made
at such place and to such  account  as may be  designated  by the  Institutional
Trustee.

     The  Company  has the  right at any time to  shorten  the  maturity  of the
Debentures to a date not earlier than April 15, 2001. The exercise of such right
is subject to the prior  approval of the Federal  Reserve Board if such approval
is then required  under  applicable  law,  rules,  guidelines  or policies.  The
Company also has the right to extend the maturity of the Debentures to a date no
later than  February 15, 2046,  so long as at the time such election is made and
at the time such  extension  commences  (i) the  Company  is not in  bankruptcy,
otherwise insolvent or in liquidation, (ii) the Company is not in default in the
payment of any interest or principal on the  Debentures,  (iii) the Trust is not
in arrears on payments  of  distributions  on the  Preferred  Securities  and no
deferred  distributions on the Preferred Securities are accumulated and (iv) the
Debentures  or,  if  the  Preferred  Securities  are  so  rated,  the  Preferred
Securities  are rated at least BBB- by Standard & Poor's  Ratings  Services,  at
least Baa3 by Moody's Investors Service,  Inc. or at least the equivalent by any
other nationally recognized statistical rating organization.

     The indebtedness  evidenced by this Debenture is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full of all Senior  Indebtedness  and Other Financial  Obligations,  and this
Debenture is issued  subject to the  provisions  of the  Indenture  with respect
thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
or her  behalf  to take  such  action  as may be  necessary  or  appropriate  to
acknowledge  or effectuate  the  subordination  so provided and (c) appoints the
Trustee his or her attorney-in-fact  for any and all such purposes.  Each Holder
hereof,  by his or her  acceptance  hereof,  hereby  waives  all  notice  of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness and Other Financial  Obligations,  whether
now outstanding or hereafter  incurred,  and waives reliance by each such holder
upon said provisions.

     This  Debenture  shall not be entitled to any benefit  under the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.

     The  provisions of this  Debenture are continued on the reverse side hereof
and such  continued  provisions  shall for all purposes  have the same effect as
though fully set forth at this place.


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.


Dated:  February __, 1997

                                   FLEET FINANCIAL GROUP, INC.


                                   By:_________________________________________
                                        Name
                                        Title

Attest:


By:_______________________________
Name:
Title:



                         (FORM OF CERTIFICATE OF AUTHENTICATION)

                               CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series  designated  herein referred to
in the within-mentioned Indenture.

                                   The First National Bank of Chicago as Trustee


                                   By___________________________________________
                                        Authorized Officer



                               (FORM OF REVERSE OF DEBENTURE)

     This  Debenture is one of a duly  authorized  series of  Debentures  of the
Company (herein  sometimes  referred to as the  "Debentures"),  specified in the
Indenture,  all issued or to be issued in one or more series  under and pursuant
to an  Indenture  dated as of December  11, 1996,  duly  executed and  delivered
between  the  Company  and The First  National  Bank of Chicago as Trustee  (the
"Trustee"),  as  supplemented by the Second  Supplemental  Indenture dated as of
February 4, 1997,  between the Company  and the  Trustee  (the  Indenture  as so
supplemented,   the   "Indenture"),   to  which  Indenture  and  all  indentures
supplemental  thereto  reference is hereby made for a description of the rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee,  the  Company and the  Holders of the  Debentures.  By the terms of the
Indenture,  the  Debentures  are  issuable in series that may vary as to amount,
date of  maturity,  rate of  interest  and in other  respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal amount as
specified in said Second Supplemental Indenture.

     If,  prior  to  April  15,  2001,  a  Special  Event  has  occurred  and is
continuing,  the Company shall have the right, upon not less than 30 days and no
more  than  60  days  notice  to the  Holders,  at its  option,  to  redeem  the
Debentures,  in whole (but not in part),  for cash within 90 days  following the
occurrence  of such Special  Event at a  prepayment  price (the  "Special  Event
Prepayment  Price") equal to (i) 104% of the principal  amount of the Debentures
if  prepaid  during the  period  commencing  on January  31,  1997  through  and
including April 14, 1998 and (ii) the percentage of the principal  amount of the
Debentures  specified  below,  if prepaid during the 12-month  period  beginning
April 15 of the years  indicated  below,  plus,  in each case,  any  accrued and
unpaid interest thereon to the date of prepayment:






                  Year                                        Percentage

                  1998                                        103%
                  1999                                        102
                  2000                                        101
                  2001 and thereafter                         100

     Subject  to the  provisions  of  Article  XIV of the  Indenture,  except as
otherwise  may be specified in the Second  Supplemental  Indenture,  the Company
shall have the right, upon not less than 30 days and no more than 60 days notice
to the Holder, to redeem the Debentures, in whole or in part, from time to time,
on or after April 15, 2001 (an "Optional Redemption"),  for cash at a prepayment
price (the "Optional  Prepayment  Price") equal to 100% of the principal  amount
thereof, plus any accrued and unpaid interest thereon to the date of prepayment.

     The  Redemption  Price shall be paid prior to 12:00 noon, New York time, on
the date of such  redemption or at such earlier time as the Company  determines;
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the  Redemption  Price  by  10:00  a.m.,  New York  time,  on the date  such
Redemption Price is to be paid. If the Debentures are only partially redeemed by
the Company pursuant to an Optional Redemption,  the Debentures will be redeemed
pro rata or by lot or by any other method utilized by the Trustee; provided that
if,  at the  time of  redemption,  the  Debentures  are  registered  as a Global
Debenture,  the Depository  Institution  shall determine the principal amount of
such  Debentures  held by each  Holder to be  redeemed  in  accordance  with its
procedures.

     In the event of redemption of this  Debenture in part only, a new Debenture
or Debentures of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     In case an Event of  Default,  as  defined  in the  Indenture,  shall  have
occurred  and be  continuing,  the  principal  of all of the  Debentures  may be
declared,  and upon such  declaration  shall  become,  due and  payable,  in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal  amount  of the  Debentures  of  each  series  affected  at  the  time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the  provisions of the Indenture or of any  supplemental  indenture or of
modifying in any manner the rights of the Holders of the  Debentures;  provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any series,  or reduce the principal  amount thereof or any
premium  thereon,  or reduce the rate or extend the time of payment of  interest
thereon,  or  reduce  any  amount  payable  on  redemption  thereof  or make the
principal  thereon or any  interest  or premium  thereon  payable in any coin or
currency  other than that  provided in this  Debenture,  or impair or affect the
right of any Holder of a Debenture to institute suit for payment  thereof or the
right of repayment,  if any, at the option of the Holder, without the consent of
the  Holder  of each  Debenture  so  affected,  or  (ii)  reduce  the  aforesaid
percentage  of  Debentures,  the Holders of which are required to consent to any
such  supplemental  indenture,  without  the  consent  of the  Holders  of  each
Debenture then  outstanding  and affected  thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Debentures of any series at the time outstanding affected thereby, on behalf
of all of the  Holders  of the  Debentures  of such  series,  to waive  any past
default in the  performance of any of the covenants  contained in the Indenture,
or established  pursuant to the Indenture  with respect to such series,  and its
consequences, except a default in the payment of the principal of or premium, if
any, or interest on any of the  Debentures  of such series.  Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as provided in
the  Indenture)  shall be  conclusive  and binding upon such Holder and upon all
future  Holders  and owners of this  Debenture  and of any  Debenture  issued in
exchange  hereof or in place  hereof  (whether  by  registration  of transfer or
otherwise),  irrespective  of whether  or not any  notation  of such  consent or
waiver is made upon this Debenture.

     No reference  herein to the Indenture and no provision of this Debenture or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and  unconditional,  to pay the  principal of and premium,  if any, and
interest  on this  Debenture  at the time and  place  and at the rate and in the
money herein prescribed.

     The  Company  shall  have  the  right at any  time  during  the term of the
Debentures  and from time to time to extend the interest  payment period of such
Debentures  for up to 20  consecutive  quarters (an "Extended  Interest  Payment
Period"),  at the end of which period the Company  shall pay all  interest  then
accrued and unpaid (together with interest thereon at the rate specified for the
Debentures  to the extent that  payment of such  interest is  enforceable  under
applicable  law);  provided that no Extended  Interest  Payment  Period may last
beyond the Stated Maturity of the Debentures. Before the termination of any such
Extended  Interest Payment Period,  the Company may further extend such Extended
Interest  Payment Period,  provided that such Extended  Interest  Payment Period
together  with  all  such  further   extensions  thereof  shall  not  exceed  20
consecutive  quarters or last beyond the Stated Maturity date of the Debentures.
At the  termination  of any such Extended  Interest  Payment Period and upon the
payment of all accrued and unpaid interest and any additional  amounts then due,
the Company may commence a new Extended Interest Payment Period.

     As provided in the Indenture and subject to certain limitations therein set
forth,  this Debenture is  transferable  by the registered  Holder hereof on the
Security  Register  of  the  Company,  upon  surrender  of  this  Debenture  for
registration  of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in  form  satisfactory  to the  Company  or the  Trustee  duly  executed  by the
registered  Holder  hereof or his  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Debentures of  authorized  denominations  and for the
same  aggregate  principal  amount and series  will be issued to the  designated
transferee or transferees. No service charge will be made for any such transfer,
but the  Company  may require  payment of a sum  sufficient  to cover any tax or
other governmental charge payable in relation thereto.

     Prior to due  presentment  for  registration of transfer of this Debenture,
the Company,  the Trustee,  any paying agent and the Security registrar may deem
and treat the registered  holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and  notwithstanding any notice of ownership
or writing  hereon made by anyone  other than the  Security  registrar)  for the
purpose  of  receiving  payment of or on  account  of the  principal  hereof and
premium, if any, and interest due hereon and for all other purposes, and neither
the  Company nor the Trustee  nor any paying  agent nor any  Security  registrar
shall be affected by any notice to the contrary.

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

     The Debentures of this series are issuable only in registered  form without
coupons in denominations of $25 and any integral multiple  thereof.  As provided
in the  Indenture  and  subject to certain  limitations  herein and  therein set
forth, Debentures of this series so issued are exchangeable for a like aggregate
principal  amount  of  Debentures  of  this  series  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

     All terms used in this  Debenture  that are defined in the Indenture  shall
have the meanings assigned to them in the Indenture.

                                  ARTICLE VIII

                          ORIGINAL ISSUE OF DEBENTURES

     SECTION 8.1.  Original Issue of Debentures.

     Debentures  in the  aggregate  principal  amount  of the  aggregate  stated
liquidation  amount of the  Preferred  Securities  and Common  Securities  to be
issued by the Trust, may, upon execution of this Second  Supplemental  Indenture
or any  written  order of the  Company  setting  forth the amount  therefor,  be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon  authenticate and deliver said Debentures to or upon the
written order of the Company, signed by its Chairman, its President, or any Vice
President and its Treasurer,  its  Secretary,  any Assistant  Treasurer,  or any
Assistant Secretary, without any further action by the Company.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.1.  Ratification of Indenture.

     The Indenture, as supplemented by this Second Supplemental Indenture, is in
all respects  ratified and  confirmed,  and this Second  Supplemental  Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

     SECTION 9.2.  Trustee Not Responsible for Recitals.

     The  recitals  herein  contained  are  made by the  Company  and not by the
Trustee,  and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no  representation  as to the validity or  sufficiency of this
Second Supplemental Indenture.

     SECTION 9.3.  Governing Law.

     This Second Supplemental Indenture and each Debenture shall be deemed to be
a contract  made under the internal  laws of the State of New York,  and for all
purposes shall be construed in accordance with the laws of said State.

     SECTION 9.4.  Separability.

     In  case  any  one or  more of the  provisions  contained  in  this  Second
Supplemental  Indenture or in the Debentures  shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability   shall  not  affect  any  other   provisions  of  this  Second
Supplemental  Indenture  or of the  Debentures,  but  this  Second  Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

     SECTION 9.5.  Counterparts.

     This  Second  Supplemental  Indenture  may be  executed  in any  number  of
counterparts  each of which shall be an original;  but such  counterparts  shall
together constitute but one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed by their respective  officers  thereunto duly authorized as of the
day and year first above written.

                                   FLEET FINANCIAL GROUP, INC.


                                   By:/s/Douglas L. Jacobs
                                   ____________________________________________
                                   Name: Douglas L. Jacobs
                                   Title: Vice President and Treasurer



                                   THE FIRST NATIONAL BANK OF CHICAGO as Trustee


                                   By:/s/Steven M. Wagner
                                   ____________________________________________
                                   Name: Steven M. Wagner
                                   Title: Vice President





STATE OF                            )
COUNTY OF                           )       ss.:

     On  the  ____  day  of   __________,   1997  before  me   personally   came
_______________________,  to me known,  who, being by me duly sworn,  did depose
and say that he resides at ____________________________________________; that he
is  ___________________________________  of Fleet Financial Group,  Inc., one of
the corporations  described in and which executed the above instrument;  that he
knows the corporate seal of said corporation;  that the seal affixed to the said
instrument is such  corporate  seal;  that it was so affixed by authority of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.


________________________________________
NOTARY PUBLIC

[seal] Commission expires:




STATE OF                            )
COUNTY OF                           )       ss.:

     On the _____ day of  ________________,  1997,  before  me  personally  came
__________________________, to me known, who, being by me duly sworn, did depose
and  say  that  he  resides  at  _______________________________;   that  he  is
___________________   of  The  First  National  Bank  of  Chicago,  one  of  the
corporations described in and which executed the above instrument; that he knows
the  corporate  seal of said  corporation;  that  the seal  affixed  to the said
instrument is such  corporate  seal;  that it was so affixed by authority of the
Board of Directors of said  corporation,  and that he signed his name thereto by
like authority.



________________________________________
NOTARY PUBLIC

[seal] Commission expires:

EX-4

                                                                   Exhibit 4(f)

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                              Fleet Capital Trust I

                          Dated as of February 4, 1997





                                TABLE OF CONTENTS


                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1    Definitions and Interpretation                               1

                            ARTICLE II
                        TRUST INDENTURE ACT

SECTION 2.1    Trust Indenture Act; Application                             4
SECTION 2.2    Lists of Holders of Securities                               4
SECTION 2.3    Reports by the Preferred Guarantee Trustee                   4
SECTION 2.4    Periodic Reports to Preferred Guarantee Trustee              4
SECTION 2.5    Evidence of Compliance with Conditions Precedent             5
SECTION 2.6    Events of Default; Waiver                                    5
SECTION 2.7    Event of Default; Notice                                     5
SECTION 2.8    Conflicting Interests                                        5

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1    Powers and Duties of the Preferred Guarantee Trustee         5
SECTION 3.2    Certain Rights of Preferred Guarantee Trustee                7
SECTION 3.3    Not Responsible for Recitals or Issuance of Preferred
                   Securities Guarantee                                     8

                            ARTICLE IV
                    PREFERRED GUARANTEE TRUSTEE

SECTION 4.1    Preferred Guarantee Trustee; Eligibility                     8
SECTION 4.2    Appointment, Removal and Resignation of Preferred
                    Guarantee Trustee                                       9

                             ARTICLE V
                             GUARANTEE

SECTION 5.1    Guarantee                                                    9
SECTION 5.2    Waiver of Notice and Demand                                 10
SECTION 5.3    Obligations Not Affected                                    10
SECTION 5.4    Enforcement of Guarantee; Rights of Holders                 10
SECTION 5.5    Guarantee of Payment                                        11
SECTION 5.6    Subrogation                                                 11
SECTION 5.7    Independent Obligations                                     11

                                   ARTICLE VI
                       LIMITATION OF TRANSACTIONS; RANKING

SECTION 6.1     Limitation of Transactions                                 11
SECTION 6.2     Ranking                                                    12

                             ARTICLE VII
                             TERMINATION

SECTION 7.1     Termination                                                12

                            ARTICLE VIII
                           INDEMNIFICATION

SECTION 8.1     Exculpation                                                12
SECTION 8.2     Indemnification                                            13

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1     Successors and Assigns                                     13
SECTION 9.2     Amendments                                                 13
SECTION 9.3     Notices                                                    13
SECTION 9.4     Benefit                                                    14
SECTION 9.5     Governing Law                                              14
SECTION 9.6     Genders                                                    14
SECTION 9.7     Counterparts                                               14



                    PREFERRED SECURITIES GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (the "Preferred Securities  Guarantee"),  dated as
of February 4, 1997, is executed and delivered by Fleet Financial Group, Inc., a
Rhode Island  corporation  (the  "Guarantor"),  and The First  National  Bank of
Chicago, a national banking  association,  as trustee (the "Preferred  Guarantee
Trustee"),  for the benefit of the Holders (as defined  herein) of Fleet Capital
Trust I, a Delaware statutory business trust (the "Issuer").

     WHEREAS,  Guarantor  and the  Issuer  have made an offer to  exchange  (the
"Offer")  8.00%  Trust   Originated   Preferred   Securities   (the   "Preferred
Securities"),  representing  preferred  undivided  beneficial  interests  in the
assets  of the  Issuer  (the  "Preferred  Securities"),  for  any and all of the
Guarantor's  depositary  shares (the "Depositary  Shares"),  each representing a
1/10 interest in a share of Series V 7.25% Perpetual  Preferred Stock, $1.00 par
value, of the Guarantor (the "Preferred Stock") not owned by the Guarantor; and

     WHEREAS,  pursuant to an Amended  and  Restated  Declaration  of Trust (the
"Declaration"),  dated as of February 4, 1997,  among the trustees of the Issuer
named therein,  the Guarantor,  as sponsor, and the holders from time to time of
undivided  beneficial  interests  in the  assets of the  Issuer,  the  Issuer is
issuing  on the  date  hereof  one  Preferred  Security  in  exchange  for  each
Depositary Share validly tendered in the Offer; and

     WHEREAS,  concurrently  with the issuance of the  Preferred  Securities  in
exchange for  Depositary  Shares validly  tendered in the Offer,  (a) the Issuer
will issue and sell to the Guarantor 8.00% Trust  Originated  Common  Securities
(the "Common  Securities") in an aggregate  liquidation amount equal to at least
3% of the total  capital of the Issuer and (b) the  Guarantor  will deposit with
the Issuer as trust assets its 8.00%  Junior  Subordinated  Deferrable  Interest
Debentures  due 2027 (the  "Debentures")  having an aggregate  principal  amount
equal to the aggregate stated liquidation amount of the Preferred Securities and
the Common Securities so issued; and

     WHEREAS,  as incentive for the holders of Depositary Shares to exchange the
Depositary Shares for Preferred  Securities,  the Guarantor desires  irrevocably
and  unconditionally  to  agree,  to the  extent  set  forth  in this  Preferred
Securities  Guarantee,  to pay to the Holders the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein.

     WHEREAS,  the  Guarantor  is also  executing  and  delivering  a  guarantee
agreement (the "Common Securities  Guarantee") in substantially  identical terms
to this  Preferred  Securities  Guarantee  for the benefit of the holders of the
Common  Securities (as defined  herein),  except that if an Event of Default (as
defined in the Indenture), has occurred and is continuing, the rights of holders
of the  Common  Securities  to  receive  Guarantee  Payments  under  the  Common
Securities  Guarantee  are  subordinated  to the  rights of  Holders  to receive
Guarantee Payments under this Preferred Securities Guarantee.

     NOW,  THEREFORE,  in  consideration  of the purchase by each Holder,  which
purchase the Guarantor hereby agrees shall benefit the Guarantor,  the Guarantor
executes and delivers this Preferred Securities Guarantee for the benefit of the
Holders.


                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     SECTION 1.1     Definitions and Interpretation

     In this Preferred Securities Guarantee, unless the context otherwise
requires:

     (a) capitalized terms used in this Preferred  Securities  Guarantee but not
defined in the preamble above have the respective  meanings  assigned to them in
this Section 1.1;

     (b) a term defined anywhere in this Preferred  Securities Guarantee has the
same meaning throughout;

     (c) all  references  to  "the  Preferred  Securities  Guarantee"  or  "this
Preferred  Securities  Guarantee" are to this Preferred  Securities Guarantee as
modified, supplemented or amended from time to time;

     (d) all references in this Preferred  Securities  Guarantee to Articles and
Sections are to Articles and Sections of this  Preferred  Securities  Guarantee,
unless otherwise specified;

     (e) a term  defined in the Trust  Indenture  Act has the same  meaning when
used in this Preferred  Securities  Guarantee,  unless otherwise defined in this
Preferred Securities Guarantee or unless the context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Affiliate"  has the same  meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business  Day"  means any day other  than a day on which  Federal or State
banking  institutions  in the  Borough of  Manhattan,  The City of New York,  or
Chicago,  Illinois are  authorized or obligated by any law,  executive  order or
regulation to close.

     "Common  Securities"  means the securities  representing  common  undivided
beneficial interests in the assets of the Issuer.

     "Corporate  Trust  Office"  means  the  office of the  Preferred  Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered,  which office at the
date of execution  of this  Agreement  is located at One First  National  Plaza,
Suite 0126, Chicago, Illinois 60670-0126.

     "Covered  Person"  means  any  Holder  or  beneficial  owner  of  Preferred
Securities.

     "Debentures"  means  the  8.00%  Junior  Subordinated  Deferrable  Interest
Debentures due 2027 issued by the
Guarantor to the Issuer.

     "Event of Default"  means a default by the  Guarantor on any of its payment
or other obligations under this Preferred Securities Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by the Issuer: (i) any accrued and unpaid  Distributions (as defined in the
Declaration)  that are required to be paid on such  Preferred  Securities to the
extent the  Issuer  shall have funds  available  therefor,  (ii) the  redemption
price,  including all accrued and unpaid Distributions to the date of redemption
(the "Redemption  Price") to the extent the Issuer has funds available therefor,
with respect to any Preferred  Securities  called for  redemption by the Issuer,
and (iii) upon a voluntary or involuntary dissolution, winding-up or termination
of the Issuer (other than in connection  with the  distribution of Debentures to
the Holders or the redemption of all of the Preferred  Securities as provided in
the Declaration),  the lesser of (a) the aggregate of the liquidation amount and
all accrued and unpaid  Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer shall have funds available  therefor,  and (b)
the amount of assets of the  Issuer  remaining  available  for  distribution  to
Holders  in  liquidation  of  the  Issuer  (in  either  case,  the  "Liquidation
Distribution").  If an event of default  under the Indenture has occurred and is
continuing,  the rights of holders of the Common  Securities to receive payments
under the Common Securities  Guarantee  Agreement are subordinated to the rights
of Holders to receive Guarantee Payments.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer, of any Preferred  Securities;  provided,  however,  that, in determining
whether the holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor or any Affiliate of the Guarantor,  but only to the extent
that the Issuer has actual knowledge of such ownership.

     "Indemnified  Person" means the Preferred Guarantee Trustee,  any Affiliate
of the Preferred  Guarantee Trustee, or any officers,  directors,  shareholders,
members, partners, employees, representatives, nominees, custodians or agents of
the Preferred Guarantee Trustee.

     "Indenture"  means the Indenture  dated as of December 11, 1996,  among the
Guarantor (the  "Debenture  Issuer") and The First National Bank of Chicago,  as
trustee,  and any  indenture  supplemental  thereto  pursuant  to which  certain
subordinated  debt  securities of the  Debenture  Issuer are to be issued to the
Institutional Trustee of the Issuer.

     "Majority  in  liquidation  amount  of the  Securities"  means,  except  as
provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a
class, of more than 50% of the liquidation  amount  (including the stated amount
that would be paid on  redemption,  liquidation  or otherwise,  plus accrued and
unpaid  Distributions  to  the  date  upon  which  the  voting  percentages  are
determined) of all outstanding Preferred Securities.

     "Officers'  Certificate"  means,  with respect to any Person, a certificate
signed by two  Authorized  Officers of such Person.  Any  Officers'  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Preferred Securities Guarantee shall include:

     (a) a statement  that each officer  signing the Officers'  Certificate  has
read the covenant or condition and the definition relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a  statement  that  each such  officer  has made  such  examination  or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a statement as to whether,  in the opinion of each such  officer,  such
condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred  Guarantee  Trustee" means The First National Bank of Chicago, a
national banking association,  until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such  appointment  pursuant to the terms of this
Preferred   Securities  Guarantee  and  thereafter  means  each  such  Successor
Preferred Guarantee Trustee.

     "Resignation Request" has the meaning set forth in Section 4.2(c).

     "Responsible  Officer"  means,  with  respect  to the  Preferred  Guarantee
Trustee,  any  officer  within  the  Corporate  Trust  Office  of the  Preferred
Guarantee Trustee,  including any vice president,  any assistant vice president,
any assistant secretary, the treasurer, any assistant treasurer or other officer
of the Corporate  Trust Office of the Preferred  Guarantee  Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such  matter is  referred  because of that  officer's
knowledge of and familiarity with the particular subject.

     "Successor   Preferred  Guarantee  Trustee"  means  a  successor  Preferred
Guarantee Trustee  possessing the  qualifications to act as Preferred  Guarantee
Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Trust   Securities"   means  the  Common   Securities  and  the  Preferred
Securities.


                                   ARTICLE II

                               TRUST INDENTURE ACT

     SECTION 2.1     Trust Indenture Act; Application

     (a) This Preferred Securities Guarantee is subject to the provisions of the
Trust  Indenture Act that are required to be part of this  Preferred  Securities
Guarantee and shall, to the extent applicable, be governed by such provisions.

     (b) If and to the extent that any  provision of this  Preferred  Securities
Guarantee limits,  qualifies or conflicts with the duties imposed by Section 310
to 317,  inclusive,  of the Trust  Indenture  Act,  such  imposed  duties  shall
control.

     (c) The application of the Trust Indenture Act to this Preferred Securities
Guarantee  shall not  affect the nature of the  Preferred  Securities  as equity
securities  representing  undivided  beneficial  interest  in the  assets of the
Trust.

     SECTION 2.2     Lists of Holders of Securities

     (a) The  Guarantor  shall provide the  Preferred  Guarantee  Trustee with a
list, in such form as the Preferred Guarantee Trustee may reasonably require, of
the names and addresses of the Holders  ("List of Holders") as of such date, (i)
within one  Business Day after  January 1 and June 30 of each year,  and (ii) at
any other time within 30 days of receipt by the  Guarantor of a written  request
for a List of  Holders.  Such  list  shall be as of a date no more  than 14 days
before such List of Holders is given to the  Preferred  Guarantee  Trustee.  The
Guarantor  shall not be obligated to provide such List of Holders if at any time
the List of Holders  does not differ from the most recent List of Holders  given
to the Preferred  Guarantee  Trustee by the Guarantor.  The Preferred  Guarantee
Trustee may destroy any List of Holders  previously  given to it on receipt of a
new List of Holders.

     (b) The Preferred Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION 2.3 Reports by the Preferred Guarantee Trustee

     Within 60 days after May 15 of each year, the Preferred  Guarantee  Trustee
shall  provide to the Holders such reports as are required by Section 313 of the
Trust  Indenture Act, if any, in the form and in the manner  provided by Section
313 of the Trust  Indenture  Act. The  Preferred  Guarantee  Trustee  shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

     SECTION 2.4     Periodic Reports to Preferred Guarantee Trustee

     The  Guarantor  shall  provide  to the  Preferred  Guarantee  Trustee  such
documents,  reports and  information as required by Section 314 (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act in the
form,  in the  manner  and at the times  required  by  Section  314 of the Trust
Indenture Act.

     SECTION 2.5     Evidence of Compliance with Conditions Precedent

     The  Guarantor  shall  provide  to the  Preferred  Guarantee  Trustee  such
evidence of compliance with any conditions  precedent,  if any,  provided for in
this Preferred  Securities Guarantee that relate to any of the matters set forth
in  Section  314(c) of the Trust  Indenture  Act.  Any  certificate  or  opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

     SECTION 2.6     Events of Default; Waiver

     (a) The Holders of a Majority in liquidation amount of Preferred Securities
may, by vote,  on behalf of all of the  Holders  waive any past Event of Default
and its consequences. Upon such waiver, any such Event of Default shall cease to
exist,  and any Event of Default arising  therefrom shall be deemed to have been
cured,  for every purpose of this Preferred  Securities  Guarantee,  but no such
waiver shall extend to any  subsequent  or other  default or Event of Default or
impair any right consequent thereon.

     (b)  Notwithstanding  the provisions of subsection (a) of this Section 2.6,
the right of any  Holder of  Preferred  Securities  to  receive  payment  of the
Guarantee Payments in accordance with this Preferred Securities Guarantee, or to
institute suit for the  enforcement  of any such payment,  shall not be impaired
without the consent of each such Holder.

     SECTION 2.7     Event of Default; Notice

     (a) The  Preferred  Guarantee  Trustee  shall,  within  90 days  after  the
occurrence  of an Event  of  Default,  transmit  by mail,  first  class  postage
prepaid,  to the Holders,  notices of all Events of Default  actually known to a
Responsible  Officer of the Preferred  Guarantee  Trustee,  unless such defaults
have been cured before the giving of such notice,  provided, that, the Preferred
Guarantee  Trustee shall be protected in withholding  such notice if and so long
as a Responsible  Officer in good faith  determines that the withholding of such
notice is in the interests of the Holders of the Preferred Securities.

     (b) The  Preferred  Guarantee  Trustee  shall not be deemed to have  actual
knowledge of any Event of Default unless the Preferred  Guarantee  Trustee shall
have received written notice, or of which a Responsible Officer charged with the
administration of this Preferred Securities Guarantee shall have obtained actual
knowledge.

     SECTION 2.8     Conflicting Interests

     The  Declaration  shall be  deemed  to be  specifically  described  in this
Preferred  Securities  Guarantee  for the  purposes  of clause  (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.


                                   ARTICLE III

                     POWERS, DUTIES AND RIGHTS OF PREFERRED
                                GUARANTEE TRUSTEE

     SECTION 3.1     Powers and Duties of the Preferred Guarantee Trustee

     (a) This  Preferred  Securities  Guarantee  shall be held by the  Preferred
Guarantee  Trustee in trust for the benefit of the  Holders,  and the  Preferred
Guarantee  Trustee  shall not  transfer  its right,  title and  interest in this
Preferred  Securities  Guarantee to any Person except a Holder exercising his or
her rights  pursuant  to Section  5.4(d) or to a Successor  Preferred  Guarantee
Trustee on  acceptance  by such  Successor  Preferred  Guarantee  Trustee of its
appointment to act as Successor  Preferred  Guarantee Trustee.  The right, title
and interest of the Preferred  Guarantee Trustee shall automatically vest in any
Successor Preferred  Guarantee Trustee,  and such vesting and cessation of title
shall be effective whether or not conveyancing  documents have been executed and
delivered  pursuant to the  appointment  of such Successor  Preferred  Guarantee
Trustee.

     (b) If an Event of Default  actually  known to a  Responsible  Officer  has
occurred and is continuing,  the Preferred  Guarantee Trustee shall enforce this
Preferred Securities Guarantee for the benefit of the Holders.

     (c) This  Preferred  Securities  Guarantee  and all moneys  received by the
Preferred  Guarantee Trustee hereunder in respect of the Guarantee Payments will
not be subject to any right,  charge,  security  interest,  lien or claim of any
kind in favor of, or for the benefit of, the Preferred  Guarantee Trustee or its
agents or their creditors.

     (d) The Preferred Guarantee Trustee,  before the occurrence of any Event of
Default  and after the curing of all Events of Default  that may have  occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this Preferred Securities Guarantee, and no implied covenants shall be read into
this Preferred  Securities Guarantee against the Preferred Guarantee Trustee. In
case an Event of  Default  has  occurred  (that  has not  been  cured or  waived
pursuant to Section 2.6) and is actually  known to a  Responsible  Officer,  the
Preferred  Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Preferred  Securities  Guarantee,  and use the same degree of care
and skill in its exercise  thereof,  as a prudent  person would  exercise or use
under the circumstances in the conduct of his or her own affairs.

     (e) No provision of this Preferred  Securities Guarantee shall be construed
to relieve the Preferred  Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:

          (i)  prior to the  occurrence  of any Event of  Default  and after the
curing or waiving of all such Events of Default that may have occurred:

          (A) the duties and  obligations  of the  Preferred  Guarantee  Trustee
     shall be  determined  solely by the express  provisions  of this  Preferred
     Securities  Guarantee,  and the  Preferred  Guarantee  Trustee shall not be
     liable except for the  performance  of such duties and  obligations  as are
     specifically  set  forth in this  Preferred  Securities  Guarantee,  and no
     implied  covenants  or  obligations  shall  be  read  into  this  Preferred
     Securities Guarantee against the Preferred Guarantee Trustee; and

          (B) in the absence of bad faith on the part of the Preferred Guarantee
     Trustee,  the Preferred  Guarantee Trustee may conclusively rely, as to the
     truth of the  statements  and the  correctness  of the  opinions  expressed
     therein,  upon any  certificates  or opinions  furnished  to the  Preferred
     Guarantee  Trustee and  conforming to the  requirements  of this  Preferred
     Securities Guarantee;  but in the case of any such certificates or opinions
     that by any provision hereof are  specifically  required to be furnished to
     the Preferred  Guarantee Trustee,  the Preferred Guarantee Trustee shall be
     under a duty to examine the same to  determine  whether or not they conform
     to the requirements of this Preferred Securities Guarantee;

          (ii) the Preferred Guarantee Trustee shall not be liable for any error
of  judgment  made in good faith by a  Responsible  Officer,  unless it shall be
proved that the Preferred  Guarantee  Trustee was negligent in ascertaining  the
pertinent facts upon which such judgment was made;

          (iii) the Preferred Guarantee Trustee shall not be liable with respect
to any action  taken or  omitted  to be taken by it in good faith in  accordance
with the  direction  of the Holders of not less than a Majority  in  liquidation
amount of the  Preferred  Securities  relating to the time,  method and place of
conducting any proceeding  for any remedy  available to the Preferred  Guarantee
Trustee, or exercising any trust or power conferred upon the Preferred Guarantee
Trustee under this Preferred Securities Guarantee; and

          (iv) no provision of this Preferred Securities Guarantee shall require
the  Preferred  Guarantee  Trustee to expend or risk its own funds or  otherwise
incur personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers, if the Preferred  Guarantee Trustee
shall have reasonable  grounds for believing that the repayment of such funds or
liability  is not  reasonably  assured  to it under the terms of this  Preferred
Securities  Guarantee or  indemnity,  reasonably  satisfactory  to the Preferred
Guarantee  Trustee,  against such risk or liability is not reasonably assured to
it.

     SECTION 3.2     Certain Rights of Preferred Guarantee Trustee

     (a) Subject to the provisions of Section 3.1:

          (i) The Preferred  Guarantee Trustee may conclusively  rely, and shall
be fully  protected in acting or refraining  from acting upon,  any  resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent,  order, bond, debenture,  note, other evidence of indebtedness or other
paper or  document  believed  by it in good faith to be genuine and to have been
signed, sent or presented by the proper party or parties.

          (ii)  Any  direction  or act of the  Guarantor  contemplated  by  this
Preferred Securities  Guarantee shall be sufficiently  evidenced by an Officers'
Certificate.

          (iii) Whenever,  in the  administration  of this Preferred  Securities
Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a matter
be proved or  established  before  taking,  suffering  or  omitting  any  action
hereunder,  the Preferred  Guarantee  Trustee  (unless other  evidence is herein
specifically  prescribed) may, in the absence of bad faith on its part,  request
and conclusively rely upon an Officers'  Certificate which, upon receipt of such
request, shall be promptly delivered by the Guarantor.

          (iv) The Preferred  Guarantee Trustee shall have no duty to see to any
recording,  filing  or  registration  of any  instrument  (or  any  rerecording,
refiling or registration thereof).

          (v) The Preferred Guarantee Trustee may consult with counsel,  and the
written advice or opinion of such counsel with respect to legal matters shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted by it  hereunder in good faith and in  accordance  with such
advice or opinion.  Such  counsel may be counsel to the  Guarantor or any of its
Affiliates and may include any of its employees. The Preferred Guarantee Trustee
shall  have  the  right  at  any  time  to  seek  instructions   concerning  the
administration  of  this  Preferred  Securities  Guarantee  from  any  court  of
competent jurisdiction.

          (vi) The Preferred  Guarantee  Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this  Preferred  Securities
Guarantee at the request or  direction  of any Holder,  unless such Holder shall
have provided to the Preferred  Guarantee  Trustee such security and  indemnity,
reasonably  satisfactory to the Preferred Guarantee Trustee,  against the costs,
expenses  (including  attorneys'  fees  and  expenses  and the  expenses  of the
Preferred  Guarantee  Trustee's agents,  nominees or custodians) and liabilities
that might be  incurred  by it in  complying  with such  request  or  direction,
including  such  reasonable  advances  as may  be  requested  by  the  Preferred
Guarantee  Trustee;  provided that, nothing contained in this Section 3.2(a)(vi)
shall relieve the Preferred  Guarantee Trustee,  upon the occurrence of an Event
of Default which has not been cured or waived, of its obligation to exercise the
rights and powers vested in it by this Preferred Securities Guarantee and to use
the same degree of care and skill in this  exercise,  as a prudent  person would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

          (vii) The Preferred  Guarantee  Trustee shall not be bound to make any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request,  direction,  consent,
order, bond,  debenture,  note, other evidence of indebtedness or other paper or
document, but the Preferred Guarantee Trustee, in its discretion,  may make such
further inquiry or investigation into such facts or matters as it may see fit.

          (viii) The Preferred  Guarantee  Trustee may execute any of the trusts
or powers  hereunder or perform any duties  hereunder  either  directly or by or
through agents,  nominees,  custodians or attorneys, and the Preferred Guarantee
Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder.

          (ix) Any action taken by the Preferred Guarantee Trustee or its agents
hereunder shall bind the Holders,  and the signature of the Preferred  Guarantee
Trustee or its agents  alone shall be  sufficient  and  effective to perform any
such action.  No third party shall be required to inquire as to the authority of
the Preferred  Guarantee  Trustee to so act or as to its compliance  with any of
the terms and provisions of this Preferred Securities  Guarantee,  both of which
shall be  conclusively  evidenced by the  Preferred  Guarantee  Trustee's or its
agent's taking such action.

          (x)  Whenever  in the  administration  of  this  Preferred  Securities
Guarantee  the  Preferred  Guarantee  Trustee shall deem it desirable to receive
instructions  with respect to enforcing  any remedy or right or taking any other
action hereunder,  the Preferred Guarantee Trustee (i) may request  instructions
from  the  Holders  of  a  Majority  in  liquidation  amount  of  the  Preferred
Securities,  (ii) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received,  and (iii) shall be protected
in conclusively relying on or acting in accordance with such instructions.

     (b) No provision of this Preferred  Securities Guarantee shall be deemed to
impose any duty or obligation on the Preferred  Guarantee Trustee to perform any
act or acts or  exercise  any right,  power,  duty or  obligation  conferred  or
imposed on it in any jurisdiction in which it shall be illegal,  or in which the
Preferred  Guarantee  Trustee shall be  unqualified or incompetent in accordance
with  applicable  law, to perform  any such act or acts or to exercise  any such
right, power, duty or obligation.  No permissive power or authority available to
the Preferred Guarantee Trustee shall be construed to be a duty.

     SECTION  3.3.  Not  Responsible  for  Recitals  or  Issuance  of  Preferred
Securities Guarantee

     The recitals  contained in this  Preferred  Securities  Guarantee  shall be
taken as the statements of the Guarantor,  and the Preferred  Guarantee  Trustee
does  not  assume  any  responsibility  for  their  correctness.  The  Preferred
Guarantee  Trustee makes no  representation as to the validity or sufficiency of
this Preferred Securities Guarantee.


                                   ARTICLE IV

                           PREFERRED GUARANTEE TRUSTEE

     SECTION 4.1     Preferred Guarantee Trustee; Eligibility

     (a) There shall at all times be a Preferred Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor; and

          (ii) be a corporation  organized and doing  business under the laws of
the  United  States of  America  or any  State or  Territory  thereof  or of the
District of Columbia, or a corporation or Person permitted by the Securities and
Exchange Commission to act as an institutional trustee under the Trust Indenture
Act,  authorized  under such laws to exercise  corporate trust powers,  having a
combined capital and surplus of at least 50 million U.S. dollars  ($50,000,000),
and subject to  supervision or  examination  by Federal,  State,  Territorial or
District  of  Columbia  authority.  If such  corporation  publishes  reports  of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
supervising or examining  authority referred to above, then, for the purposes of
this Section  4.1(a)(ii),  the combined  capital and surplus of such corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

     (b) If at any  time  the  Preferred  Guarantee  Trustee  shall  cease to be
eligible to so act under Section 4.1(a),  the Preferred  Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).

     (c)  If  the  Preferred   Guarantee   Trustee  has  or  shall  acquire  any
"conflicting  interest"  within  the  meaning  of  Section  310(b)  of the Trust
Indenture  Act,  the  Preferred  Guarantee  Trustee and  Guarantor  shall in all
respects  comply with the  provisions of Section  310(b) of the Trust  Indenture
Act.

     SECTION 4.2  Appointment,  Removal and  Resignation of Preferred  Guarantee
Trustee

     (a)  Subject to Section  4.2(b),  the  Preferred  Guarantee  Trustee may be
appointed or removed without cause at any time by the Guarantor.

     (b) The Preferred Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor  Preferred Guarantee Trustee has been appointed
and has  accepted  such  appointment  by  written  instrument  executed  by such
Successor  Preferred Guarantee Trustee and delivered to the Guarantor and to the
Preferred Guarantee Trustee being removed.

     (c) The Preferred  Guarantee  Trustee appointed to office shall hold office
until a Successor Preferred Guarantee Trustee shall have been appointed or until
its removal or  resignation.  The  Preferred  Guarantee  Trustee may resign from
office  (without  need for prior or subsequent  accounting)  by an instrument (a
"Resignation  Request") in writing executed by the Preferred  Guarantee  Trustee
and delivered to the  Guarantor  which  resignation  shall take effect upon such
delivery or upon such later date as is  specified  therein;  provided,  however,
that no such resignation of the Preferred  Guarantee  Trustee shall be effective
until a  Successor  Preferred  Guarantee  Trustee  has  been  appointed  and has
accepted such  appointment  by instrument in writing  executed by such Successor
Preferred  Guarantee  Trustee and  delivered to the  Guarantor and the resigning
Preferred Guarantee Trustee.

     (d) If no Successor  Preferred  Guarantee Trustee shall have been appointed
and  accepted  appointment  as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of a  Resignation  Request,  the  resigning  Preferred
Guarantee  Trustee  may  petition  any  court  of  competent   jurisdiction  for
appointment  of  a  Successor  Preferred  Guarantee  Trustee.   Such  court  may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Preferred Guarantee Trustee.

     (e) No  Preferred  Guarantee  Trustee  shall  be  liable  for  the  acts or
omissions to act of any Successor Preferred Guarantee Trustee.

     (f) Upon termination of this Preferred  Securities  Guarantee or removal or
resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the
Guarantor  shall pay to the Preferred  Guarantee  Trustee all amounts accrued to
the date of such termination, removal or resignation.


                                    ARTICLE V

                                    GUARANTEE

     SECTION 5.1     Guarantee

     The Guarantor irrevocably and unconditionally  agrees to pay in full to the
Holders the Guarantee Payments (without  duplication of amounts theretofore paid
by the Issuer), as and when due, regardless of any defense,  right of set-off or
counterclaim that the Issuer may have or assert.  The Guarantor's  obligation to
make a Guarantee  Payment may be  satisfied  by direct  payment of the  required
amounts by the  Guarantor  to the  Holders or by causing  the Issuer to pay such
amounts to the Holders.

     SECTION 5.2     Waiver of Notice and Demand

     The  Guarantor  hereby  waives  notice  of  acceptance  of  this  Preferred
Securities  Guarantee  and of any  liability  to which it  applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of  nonpayment,  notice of dishonor,  notice of redemption  and all other
notices and demands.

     SECTION 5.3     Obligations Not Affected

     The  obligations,  covenants,  agreements and duties of the Guarantor under
this Preferred  Securities  Guarantee shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

     (a) the  release  or  waiver,  by  operation  of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

     (b) the  extension  of time for the  payment  by the  Issuer  of all or any
portion of the Distributions,  Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Preferred  Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred  Securities  (other than an extension of time for
payment of Distributions,  Redemption Price,  Liquidation  Distribution or other
sum payable that results from the  extension of any interest  payment  period on
the Debentures or any extension of the maturity date of the Debentures permitted
by the Indenture);

     (c) any  failure,  omission,  delay or lack of diligence on the part of the
Holders to enforce,  assert or exercise  any right,  privilege,  power or remedy
conferred on the Holders pursuant to the terms of the Preferred  Securities,  or
any action on the part of the Issuer  granting  indulgence  or  extension of any
kind;

     (d) the  voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

     (e)  any   invalidity  of,  or  defect  or  deficiency  in,  the  Preferred
Securities;

     (f) the  settlement or compromise of any  obligation  guaranteed  hereby or
hereby incurred; or

     (g) any other  circumstance  whatsoever that might  otherwise  constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section  5.3 that the  obligations  of the  Guarantor  hereunder  shall be
absolute and unconditional under any and all circumstances.

     There  shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION 5.4     Enforcement of Guarantee; Rights of Holders

     The Guarantor and the Preferred  Guarantee  Trustee  expressly  acknowledge
that:

     (a)  this  Preferred  Securities  Guarantee  will  be  deposited  with  the
Preferred Guarantee Trustee to be held for the benefit of the Holders;

     (b) the Preferred Guarantee Trustee has the right to enforce this Preferred
Securities Guarantee on behalf of the Holders;

     (c) the  Holders  of a  Majority  in  liquidation  amount of the  Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding  for any  remedy  available  to the  Preferred  Guarantee  Trustee in
respect of this Preferred  Securities Guarantee or exercising any trust or power
conferred upon the Preferred  Guarantee Trustee under this Preferred  Securities
Guarantee; and

     (d) any  Holder may  institute  a legal  proceeding  directly  against  the
Guarantor  to  enforce  the  Preferred   Guarantee   Trustee's  rights  and  the
obligations of the Guarantor under this Preferred Securities Guarantee,  without
first instituting a legal proceeding against the Issuer, the Preferred Guarantee
Trustee or any other  person or entity,  and the  Guarantor  waives any right or
remedy to require  that any action be brought  first  against  the Issuer or any
other person or entity before proceeding directly against the Guarantor.

     SECTION 5.5     Guarantee of Payment

     This Preferred  Securities Guarantee creates a guarantee of payment and not
of collection. This Preferred Securities Guarantee will not be discharged except
by payment of the  Guarantee  Payments in full (without  duplication  of amounts
therefor paid by the Issuer).

     SECTION 5.6     Subrogation

     The  Guarantor  shall be  subrogated  to all (if any) rights of the Holders
against  the  Issuer in  respect  of any  amounts  paid to such  Holders  by the
Guarantor under this Preferred Securities Guarantee; provided, however, that the
Guarantor  shall not (except to the extent  required by mandatory  provisions of
law) be entitled to enforce or exercise  any right that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Preferred Securities  Guarantee,  if, at the time
of any such  payment,  any  amounts  are due and  unpaid  under  this  Preferred
Securities Guarantee.  If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for
the Holders and to pay over such amount to the Holders.

     SECTION 5.7     Independent Obligations

     The Guarantor  acknowledges that its obligations  hereunder are independent
of the obligations of the Issuer with respect to the Preferred  Securities,  and
that the Guarantor shall be liable as principal and as debtor  hereunder to make
Guarantee Payments pursuant to the terms of this Preferred  Securities Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 5.3 hereof.


                                   ARTICLE VI

                       LIMITATION OF TRANSACTIONS; RANKING

     SECTION 6.1     Limitation of Transactions

     So long as any Preferred Securities remain outstanding,  if (a) there shall
have  occurred  an Event of Default,  (b) there shall have  occurred an Event of
Default  under the  Indenture or (c) the  Guarantor  has exercised its option to
defer  interest  payments on the  Debentures by extending  the interest  payment
period and such period or extension  thereof shall be  continuing,  then (i) the
Guarantor shall not declare or pay any dividend on, make any  distribution  with
respect to, or redeem,  purchase,  acquire,  or make a liquidation  payment with
respect to, any of its capital stock (other than (A)  purchases or  acquisitions
of shares of Guarantor's common stock in connection with the satisfaction by the
Guarantor  of its  obligations  under any  employee  benefit  plans or any other
contractual  obligation  of the Guarantor  (other than a contractual  obligation
ranking  pari  passu  with or  junior to the  Debentures),  (B) as a result of a
reclassification  of the Guarantor's capital stock or the exchange or conversion
of one class or series of the  Guarantor's  capital  stock for another  class or
series  of the  Guarantor's  capital  stock or (C) the  purchase  of  fractional
interests in shares of the Guarantor's  capital stock pursuant to the conversion
or exchange  provisions of such capital stock or the security being converted or
exchanged), (ii) the Guarantor shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities issued
by the Guarantor that rank pari passu with or junior to the Debentures and (iii)
the  Guarantor  shall  not make  any  guarantee  payments  with  respect  to the
foregoing (other than pursuant to this Preferred Securities Guarantee).

     In addition,  so long as any Preferred  Securities remain outstanding,  the
Guarantor  (i) will  remain  the sole  direct  or  indirect  owner of all of the
outstanding  Common  Securities to be  transferred;  provided that any permitted
successor of the Guarantor  under the  Indenture may succeed to the  Guarantor's
ownership of the Common Securities and (ii) will not take any action which would
cause the  Issuer to cease to be treated  as a grantor  trust for United  States
federal  income  tax  purposes  except  in  connection  with a  distribution  of
Debentures as provided in the Declaration.

     SECTION 6.2     Ranking

     This Preferred Securities Guarantee will constitute an unsecured obligation
of the Guarantor and will rank (i) subordinate and junior in right of payment to
all  other  liabilities  of the  Guarantor,  except  those  made  pari  passu or
subordinate  by their terms,  (ii) pari passu with the most senior  preferred or
preference stock now or hereafter issued by the Guarantor and with any guarantee
now or hereafter  entered into by the  Guarantor in respect of any  preferred or
preference  stock of any  Affiliate  of the  Guarantor,  and (iii) senior to the
Guarantor's common stock.


                                   ARTICLE VII

                                   TERMINATION

     SECTION 7.1     Termination

     This Preferred  Securities  Guarantee  shall terminate and be of no further
force and effect upon (i) full payment of the Redemption  Price of all Preferred
Securities,  (ii) upon the  distribution of the Debentures to all of the Holders
or (iii)  upon full  payment  of the  amounts  payable  in  accordance  with the
Declaration upon liquidation of the Issuer.  Notwithstanding the foregoing, this
Preferred  Securities  Guarantee  will  continue  to be  effective  or  will  be
reinstated,  as the case may be, if at any time any Holder must restore  payment
of any  sums  paid  under  the  Preferred  Securities  or under  this  Preferred
Securities Guarantee.


                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1     Exculpation

     (a) No  Indemnified  Person shall be liable,  responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission  performed or omitted by such
Indemnified  Person in good faith in accordance  with this Preferred  Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority  conferred on such Indemnified  Person by this
Preferred  Securities  Guarantee or by law,  except that an  Indemnified  Person
shall be liable for any such loss,  damage or claim  incurred  by reason of such
Indemnified  Person's negligence or willful misconduct with respect to such acts
or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Guarantor and upon such information,  opinions,  reports
or  statements  presented  to the  Guarantor  by any  Person as to  matters  the
Indemnified   Person   reasonably   believes  are  within  such  other  Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor,  including information,  opinions,  reports or
statements  as to the value  and  amount of the  assets,  liabilities,  profits,
losses,  or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

     SECTION 8.2     Indemnification

     To the fullest extent  permitted by applicable law, the Guarantor agrees to
indemnify  each  Indemnified  Person for,  and to hold each  Indemnified  Person
harmless  against,  any loss,  liability or expense incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person  without  negligence  or bad  faith  on its  part,  arising  out of or in
connection  with  the  acceptance  or  administration  of the  trust  or  trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating,  any claim or liability
in connection  with the exercise or  performance  of any of its powers or duties
hereunder.  The  obligation  to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.


                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.1     Successors and Assigns

     All  guarantees  and  agreements  contained  in this  Preferred  Securities
Guarantee  shall  bind  the  successors,   assigns,   receivers,   trustees  and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of the Preferred  Securities  then  outstanding.  Except in connection  with any
merger or  consolidation  of the  Guarantor  with or into another  entity or any
sale,  transfer or lease of the Guarantor's  assets to another  entity,  each as
permitted by the Indenture,  the Guarantor may not assign its rights or delegate
its  obligations  under this Preferred  Securities  Guarantee  without the prior
approval  of the  Holders of at least a Majority  in  liquidation  amount of the
Preferred Securities then outstanding.

     SECTION 9.2     Amendments

     Except with respect to any changes that do not adversely  affect the rights
of  Holders  (in which  case no  consent  of  Holders  will be  required),  this
Preferred  Securities  Guarantee may only be amended with the prior  approval of
the Holders of at least a Majority in liquidation  amount of all the outstanding
Preferred  Securities.  The provisions of Section 12.2 of the  Declaration  with
respect to meetings of Holders apply to the giving of such approval.

     SECTION 9.3     Notices

     All notices provided for in this Preferred Securities Guarantee shall be in
writing,  duly signed by the party giving such notice,  and shall be  delivered,
telecopied or mailed by registered or certified mail, as follows:

     (a) If given to the Preferred Guarantee Trustee, at the Preferred Guarantee
Trustee's  mailing  address  set  forth  below  (or such  other  address  as the
Preferred Guarantee Trustee may give notice of to the Holders):

                           The First National Bank of Chicago
                           One First National Plaza
                           Suite 0126
                           Chicago, Illinois  60670-0126
                           Attention:  Corporate Trust Administration

     (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below  (or  such  other  address  as the  Guarantor  may give  notice  of to the
Holders):

                           Fleet Financial Group, Inc.
                           One Federal Street
                           Boston, Massachusetts  02211
                           Attention:  General Counsel

     (c) If given to any  Holder,  at the  address  set  forth on the  books and
records of the Issuer.

     All such  notices  shall be deemed  to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

     SECTION 9.4     Benefit

     This  Preferred  Securities  Guarantee  is solely  for the  benefit  of the
Holders and, subject to Section 3.1(a), is not separately  transferable from the
Preferred Securities.

     SECTION 9.5     Governing Law

     THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND ALL RIGHTS
AND REMEDIES  SHALL BE GOVERNED BY SUCH LAWS  WITHOUT  REGARD TO  PRINCIPLES  OF
CONFLICT OF LAWS.

     SECTION 9.6     Genders

     The  masculine,  feminine and neuter  genders used herein shall include the
masculine, feminine and neuter genders.

     SECTION 9.7     Counterparts

     This Preferred Securities  Guarantee may be executed in counterparts,  each
of which shall be an original,  but such counterparts shall together  constitute
one and the same instrument.

     THIS  PREFERRED  SECURITIES  GUARANTEE  is  executed as of the day and year
first above written.

                                   FLEET FINANCIAL GROUP, INC., as Guarantor


                                   By:/s/Douglas L. Jacobs
                                   _____________________________________________
                                   Douglas L. Jacobs
                                   Name:  Douglas L. Jacobs
                                   Title: Vice President and Treasurer


                                   THE  FIRST  NATIONAL  BANK  OF  CHICAGO,  as
                                     Preferred Guarantee Trustee


                                   By:/s/Steven M. Wagner
                                   _____________________________________________
                                   Steven M.  Wagner
                                   Name:  Steven M. Wagner
                                   Title: Vice President