CERTIFICATE
OF
FLEET NATIONAL BANK

The undersigned, Fleet National Bank (the "Trustee"), does hereby certify
as follows:

1. It is the Trustee under the indenture dated as of February 27, 1997
among GFSI. Inc., as issuer (the "Company") and the guarantors listed therein
and Fleet National Bank, as trustee (the "Trustee") relating to the issuance by
the Company of $125,000 aggregate principal amount of its 9 5/8% Senior
Subordinated Notes due 2007 (the "Indenture").

2. The Indenture has been duly executed and delivered in the name of and on
behalf of the Trustee by Michael M. Hopkins, one of its Vice Presidents, and the
Trustee's corporate seal has been duly affixed thereto.

3. The signature appearing below opposite the name of Michael M. Hopkins is
the authentic signature of such officer referred to in item 2 above.

Name Office Signature
---- ------ ---------
Michael M. Hopkins Vice President /s/

4. Pursuant to the provisions of Section 2.02 of the Indenture, the Trustee
has duly authenticated and delivered to the Company certificates representing
$125,000,000 aggregate principal amount of its 9 5/8% Senior Subordinated Notes
due 2007 (collectively, the "Notes"). The Trustee has examined the form of Notes
so authenticated and delivered and has found the same to be in the form called
for by the Indenture.

5. Each of the persons named in Part I of Schedule A attached hereto was on
the effective date of the Indenture, and is on the date hereof, a duly qualified
and acting officer of the Trustee, holding the office set opposite his or her
name and the signature set opposite his or her name is the genuine signature of
such officer.

6. Each of the persons named in Part I of Schedule A attached hereto is
authorized:

(a) to execute and deliver on the Trustee, individually or as Trustee, the
Indenture;

(b) to attest on behalf of the Trustee, individually or as Trustee, both
the seal of the Trustee and any signature of any other officer of the
Trustee; and

7. Attached hereto, as Exhibits A and B respectively, are true and
correct copies of the Articles of Incorporation and By-Laws of the Trustee,
which at the date hereof are still in full force and effect, giving the
requisite authority to said officer.

IN WITNESS WHEREOF, Fleet National Bank has caused this Certificate to be
executed by one of its Vice Presidents and its corporate seal to be hereunto
affixed as of this ___ day of February, 1997.

FLEET NATIONAL BANK,
as Trustee

By: /s/
---------------------------
Name: ELIZABETH C. HAMMER
Title: VICE PRESIDENT

SCHEDULE A
(Attached to the Trustee's Certificates)
of
FLEET NATIONAL BANK

Part I. Officer of Fleet National Bank

Name Title Signature
---- ----- ---------

Robin Belanger Corporate Trust Officer /s/ Robin Belanger
Shelley Bergennoitz Corporate Trust Officer /s/ Shelley Bergennoitz
Arthur Blakeslee Assistant Vice President /s/ Arthur Blakeslee
Bryan R. Calder Senior Vice President /s/ Bryan R. Calder
Steven Cimalore Vice President /s/ Steven Cimalore
Debra A. Colon Corporate Trust Officer /s/ Debra A. Colon
Jacqueline Connor Assistant Vice President /s/ Jacqueline Connor
Man-Elna DeGuia Assistant Vice President /s/ Man-Elna DeGuia
Rinette Elovecky Vice President /s/ Rinette Elovecky
Dennis Fisher Assistant Vice President /s/ Dennis Fisher
Robin A. Bodell Fisher Vice President /s/ Robin A. Bodell Fisher
Mark A. Forgetta Vice President /s/ Mark A. Forgetta
Gilman N. Gauvin Vice President /s/ Gilman N. Gauvin
David Goldsholl Senior Vice President /s/ David Goldsholl
Lynnette Hamilton Vice President /s/ Lynnette Hamilton
Elizabeth C. Hammer Vice President /s/ Elizabeth C. Hammer
Michael M. Hopkins Vice President /s/ Michael M. Hopkins
Vito J. Iacovazzi Vice President /s/ Vito J. Iacovazzi
Debra A. Johnson Corporate Trust Officer /s/ Debra A. Johnson
Philip G. Kane, Jr. Vice President /s/ Philip G. Kane, Jr.
Susan T. Keller Vice President /s/ Susan T. Keller
Kathy A. Lanmore Assistant Vice President /s/ Kathy A. Lanmore
Jeffrey D. Masi Assistant Vice President /s/ Jeffrey D. Masi
Deborah L. McDonald Vice President /s/ Deborah L. McDonald
Frank McDonald Vice President /s/ Frank McDonald
Laurel Melody-Casasanta Assistant Vice President /s/ Laurel Melody-Casasanta
Susan C. Merker Assistant Vice President /s/ Susan C. Merker
Robert L. Reynolds Vice President /s/ Robert L. Reynolds
Rockwell J. Spalding Vice President /s/ Rockwell J. Spalding
Donnee C. Taylor Corporate Trust Officer /s/ Donnee C. Taylor
Andrea F. Turto Vice President /s/ Andrea F. Turto

Part II. Trustee Administrators (authorized only to attest the Seal of Fleet
National Bank and signature of any officer named in Part I hereof):

Name Title Signature
---- ----- ---------

Karen R. Felt Trustee Administrator /s/ Karen R. Felt
Dawn P. Heintz Trustee Administrator /s/ Dawn P. Heintz
William Kotkosky Trustee Administrator /s/ William Kotkosky
Eileen D. Pepe Trustee Administrator /s/ Eileen D. Pepe
Cheryl Sowers Trustee Administrator /s/ Cheryl Sowers
Anna M. Vignuolo Trustee Administrator /s/ Anna M. Vignuolo

As of 04/01/96

ARTICLES OF ASSOCIATION
OF
FLEET NATIONAL BANK

FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Fleet National Bank."

SECOND. The main office of the Association shall be in Springfield, Hampden
County, Commonwealth of Massachusetts. The general business of the Association
shall be conducted at its main office and its branches.

THIRD. The board of directors of this Association shall consist of not less than
five (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors.

FOURTH. The annual meeting of the shareholders for the election of directors and
the transaction of whatever other business may be brought before said meeting
shall be held at the main office or such other place as the board of directors
may designate, on the day of each year specified therefor in the bylaws, but if
no election is hold on that day, it may be held on any subsequent day according
to the provisions of law; and all elections shall be held according to such
lawful regulations as may be prescribed by the board of directors.

FIFTH. The authorized amount of capital stock of this Association shall be eight
million five hundred thousand (8,500,000) shares of which three million five
hundred thousand (3,500,000) shares shall be common stock with a par value of
six and 25/100 dollars ($6.25) each and of which five million (5,000,000) shares
without par value shall be preferred stock. The capital stock may be increased
or decreased from time to time, in accordance with the provisions of the laws of
the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.

The board of directors of the Association is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for the
issuance from time to time in one or more series of any number of the preferred
shares, and to establish the number of shares to be included in each such
series, and to fix the designation, relative rights, preferences, qualifications
and limitations of the shares of each such series. The authority of the board of
directors with respect to each series shall include, but not be limited to,
determination of the following:

a. The number of shares constituting that series and the distinctive
designation of that series;

b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable
to any other class or classes or series of stock;

c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;

d. Whether that series shall have conversion or exchange privileges, and, if
so, the terms and conditions of such conversion or exchange, including
provision for adjustment of the conversion or exchange rate in such events
as the board of directors shall determine;

e. Whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the manner of
selecting shares for redemption if less than all shares are to be redeemed,
the date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

f. Whether that series shall be entitled to the benefit of a sinking fund to
be applied to the purchase or redemption of shares of that series, and, if
so, the terms and amounts of such sinking fund;

g. The rights of the shares of that series to the benefit of conditions and
restrictions upon the creation of indebtedness of the Association or any
subsidiary, upon the issue of any additional stock (including additional
shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Association or any subsidiary of any
outstanding stock of the Association;

h. The right of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Association and
whether such rights shall be in preference to, or in another relation to,
the comparable rights of any other class or classes or series of stock; and

i. Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.

Shares of any series of preferred stock which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of stock of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as a part of
the series of which they were originally a part or may be reclassified and
reissued as part of a new series of preferred stock to be created by resolution
or resolutions of the board of directors or as part of any other series of
preferred stock, all subject to the conditions and the restrictions adopted by
the board of directors providing for the issue of any series of preferred stock
and by the provisions of any applicable law.

Subject to the provisions of any applicable law, or except as otherwise provided
by the resolution or resolutions providing for the issue of any series of
preferred stock, the holders of outstanding shares of common stock shall
exclusively possess voting power for the election of directors and for all other
purposes, each holder of record of shares of common stock being entitled to one
vote for each share of common stock standing in his name on the books of the
Association.

Except as otherwise provided by the resolution or resolutions providing for the
issue of any series of preferred stock, after payment shall have been made to
the holders of preferred stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any series of preferred stock, the holders of common stock shall be
entitled, to the exclusion of the holders of preferred stock of any and all
series, to receive such dividends as from time to time may be declared by the
borad of directors.

Except as otherwise provided by the resolution or resolutions for the issue of
any series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Association, whether voluntary or involuntary, after payment
shall have been made to the holders of preferred stock of the full amount to
which they shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of preferred stock the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to share, ratable according to the number of shares of common stock held
by them, in all remaining assets of the Association available for distribution
to its shareholders.

The number of authorized shares of any class may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of the
Association entitled to vote.

SIXTH. The board of directors shall appoint one of its members president of this
Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the power
to appoint one or more vice presidents; and to appoint a secretary and such
other officers and employees as may be required to transact the business of this
Association.

The board of directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of
directors to do and perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

NINTH. The board of directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.

TENTH. (a) Right to Indemnification. Each person who was or is made 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
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer or employee of the Association or is or was serving at the
request of the Association as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust, or other enterprise, including service with respect to an employee
benefit plan, shall be indemnified and held harmless by the Association to the
fullest extent authorized by the law of the state in which the Association's
ultimate parent company is incorporated, except as provided in subsection (b).
The aforesaid indemnity shall protect the indemnified person against all
expense, liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties, and amounts paid in settlement) reasonably incurred
by such person in connection with such a proceeding. Such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors, and administrators,
but shall only cover such person's period of service with the Association. The
Association may, by action of its Board of Directors, grant rights to
indemnification to agents of the Association and to any director, officer,
employee or agent of any of its subsidiaries with the same scope and effect as
the foregoing indemnification of directors and officers.

(b) Restrictions on Indemnification. Notwithstanding the foregoing, (i) no
person shall be indemnified hereunder by the Association against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by a federal bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties against that person,
requiring affirmative action by that person in the form of payments to the
Association, or removing or prohibiting that person from service with the
Association, and any advancement of expenses to that person in that proceeding
must be repaid; and (ii) no person shall be indemnified hereunder by the
Association and no advancement of expenses shall be made to any person hereunder
to the extent such indemnification or advancement of expenses would violate or
conflict with any applicable federal statute now or hereafter in force or any
applicable final regulation or interpretation now or hereafter adopted by the
Office of the Comptroller of the Currency ("OCC") or the Federal Deposit
Insurance Corporation ("FDIC"). The Association shall comply with any
requirements imposed on it by any such statute or regulation in connection with
any indemnification or advancement of expenses hereunder by the Association.
With respect to proceedings to enforce a claimant's rights to indemnification,
the Association shall indemnify any such claimant in connection with such a
proceeding only as provided in subsection (d) hereof.

(c) Advancement of Expenses. The conditional right to indemnification
conferred in this section shall be a contract right and shall include the right
to be paid by the Association the reasonable expenses (including attorney's
fees) incurred in defending a proceeding in advance of its final disposition (an
"advancement of expenses"); provided, however, that an advancement of expenses
shall be made only upon (i) delivery to the Association of a binding written
undertaking by or on behalf of the person receiving the advancement to repay all
amounts so advanced if it is ultimately determined that such person is not
entitled to be indemnified in such proceeding, including if such proceeding
results in a final order assessing civil money penalties against that person,
requiring affirmative action by that person in the form of payments to the
Association, or removing or prohibiting that person from service with the
Association, and (ii) compliance with any other actions or determinations
required by applicable law, regulation or OCC or FDIC interpretation to be taken
or made by the Board of Directors of the Association or other persons prior to
an advancement of expenses. The Association shall cease advancing expenses at
any time its Board of Directors believes that any of the prerequisites for
advancement of expenses are no longer being met.

(d) Right of Claimant to Bring Suit. If a claim under subsection (a) of the
section is not paid in full by the Association within thirty (30) days after
written claim has been received by the Association, the claimant may at any time
thereafter bring suit against the Association to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Association to recover an advancement of expenses pursuant to the
terms of an undertaking, the claimant shall be entitled to be paid also the
expense of prosecuting or defending such claim. It shall be a defense to any
such action brought by the claimant to enforce a right to indemnification
hereunder (other than an action brought to enforce a claim for an advancement of
expenses where the required undertaking, if any, has been tendered to the
Association) that the claimant has not met any applicable standard for
indemnification under the law of the state in which the Association's ultimate
parent company is incorporated. In any suit brought by the Association to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Association shall be entitled to recover such expenses upon a final adjudication
that the claimant has not met any applicable standard for indemnification
standard for indemnification under the law of the state in which the
Association's ultimate parent company is incorporated.

(e) Non-Exclusivity of Rights.The rights to indemnification and the
advancement of expenses conferred in this section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
agreement, vote of stockholders or disinterested directors or otherwise.

(f) Insurance. The Association may purchase, maintain, and make payment or
reimbursement for reasonable premiums on, insurance to protect itself and any
director, officer, employee or agent of the Association or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Association would have the power to
indemnify such person against such expense, liability or loss under the law of
the state in which the Association's ultimate parent company is incorporated;
provided, however, that such insurance shall explicitly exclude insurance
coverage for a final order of a federal bank regulatory agency assessing civil
money penalties against an Association director, officer, employee or agent.

ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The notice of any shareholders' meeting at which an
amendment to the articles of association of this Association is to be considered
shall be given as hereinabove set forth.

I hereby certify that the articles of association of this Association, in their
entirety, are listed above in items first through eleventh.

/s/ __________________ Secretary/Assistant Secretary

Dated at Boston, MA, as of 3/28/96.

Revision of February 15, 1996 --- Board Mtg. Approval.

As amended and restated on April 25, 1996.

AMENDED AND RESTATED BY-LAWS OF
FLEET NATIONAL BANK
ARTICLE I
Meetings of Shareholders

Section 1. Annual Meeting. The regular annual meeting of the shareholders
for the election of Directors and the transaction of any other business that may
properly come before the meeting shall be held at the Main Office of the
Association, or such other place as the Board of Directors may designate, on the
fourth Thursday of April in each year at 1:15 o'clock in the afternoon unless
some other hour of such day is fixed by the Board of Directors.

If, from any cause, an election of Directors is not made on such day, the
Board of Directors shall order the election to be held on some subsequent day,
of which special notice shall be given in accordance with the provisions of law,
and of these bylaws.

Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the President, or any shareholders
owning not less than twenty-five percent (25%) of the stock of the Association.

Section 3. Notice of Meetings of Shareholders. Except as otherwise provided
by law, notice of the time and place of annual or special meetings of the
shareholders shall be mailed, postage prepaid, at least ten (10) days before the
date of the meeting of each shareholder of record entitled to vote thereat at
his address as shown upon the books of the Association; but any failure to mail
such notice to any shareholder or any irregularity therein, shall not affect the
validity of such meeting or of any of the proceedings thereat. Notice of a
special meeting shall also state the purpose of the meeting.

Section 4. Quorum: Adjourned Meetings. Unless otherwise provided by law, a
quorum for the transaction of business at every meeting of the shareholders
shall consist of not less than two-fifths (2/5) of the outstanding capital stock
represented in person or by proxy; less than such quorum may adjourn the meeting
to a future time. No notice need be given of an adjourned annual or special
meeting of the shareholders if the adjournment be to a definite place and time.

Section 5. Votes and Proxies. At every meeting of the shareholders, each
share of the capital stock shall be entitled to one vote except as otherwise
provided by law. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Association or these By-laws. Shareholders may vote
by proxies duly authorized in writing and filed with the Cashier, but not
officer, clerk, teller or bookkeeper of the Association may act as a proxy.

Section 6. Nominations to Board of Directors. At any meeting of
shareholders held for the election of Directors, nominations for election to the
Board of Directors may be made, subject to the provisions of this section, by
any shareholder of record of any outstanding class of stock of the Association
entitled to vote for the election of Directors. No person other than those whose
names are stated as proposed nominees in the proxy statement accompanying the
notice of the meeting may be nominated at such meeting unless a shareholder
shall have given to the President of the Association and to the Comptroller of
the Currency, Washington, DC written notice of intention to nominate such other
person mailed by certified mail or delivered not less than fourteen (14) days
nor more than fifty (50) days prior to the meeting of shareholders at which such
nomination is to be made; provided, however, that if less than twenty-one (21)
days' notice of such meeting is given to shareholders, such notice of intention
to nominate shall be mailed by certified mail or delivered to said President and
said Comptroller on or before the seventh day following the day on which the
notice of such meeting was mailed. Such notice of intention to nominate shall
contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Association that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Association owned by the notifying
shareholder. In the event such notice is given, the proposed nominee may be
nominated either by the shareholder giving such notice or by any other
shareholder present at the meeting at which such nomination is to be made. Such
notice may contain the names or more than one proposed nominee, and if more than
one is named, any one or more of those named may be nominated.

Section 7. Action Taken Without a Shareholder Meeting. Any action requiring
shareholder approval or consent may be taken without a meeting and without
notice of such meeting by written consent of the shareholders.

ARTICLE II

Directors

Section 1. Number. The Board of Directors shall consist of such number of
shareholders, not less than five (5) nor more than twenty-five (25), as from
time to time shall be determined by a majority of the votes to which all of its
shareholders are at the time entitled, or by the Board of Directors as
hereinafter provided.

Section 2. Mandatory Retirement for Directors. No person shall be elected a
director who has attained the age of 68 and no person shall continue to serve as
a director after the date of the first meeting of the stockholders of the
Association held on or after the date on which such person attains the age of
68; provided, however, that any director serving on the Board as of December 15,
1995 who has attained the age of 65 on or prior to such date shall be permitted
to

-2-

continue to serve as a director until the date of the first meeting of the
stockholders of the Association held on or after the date on which such person
attains the age of 70.

Section 3. General Powers. The Board of Directors shall exercise all the
corporate powers of the Association, except as expressly limited by law, and
shall have the control, management, direction and disposition of all its
property and affairs.

Section 4. Annual Meeting. Immediately following a meeting of shareholders
held for the election of Directors, the Cashier shall notify the directors-elect
who may be present of their election and they shall then hold a meeting at the
Main Office of the Association, or such other place as the Board of Directors
may designate, for the purpose of taking their oaths, organizing the new Board,
electing officers and transacting any other business that may come before such
meeting.

Section 5. Regular Meeting. Regular meetings of the Board of Directors
shall be held without notice at the Main Office of the Association, or such
other place as the Board of Directors may designate, at such dates and times as
the Board shall determine. If the date designated for a regular meeting falls on
a legal holiday, the meeting shall be held on the next business day.

Section 6. Special Meetings. A special meeting of the Board of Directors
may be called at any time upon the written request of the Chairman of the Board,
the President, or of two Directors, stating the purpose of the meeting. Notice
of the time and place shall be given not later than the day before the date of
the meeting, by mailing a notice to each Director at his last known address, by
delivering such notice to him personally, or by telephoning.

Section 7. Quorum; Votes. A majority of the Board of Directors at the time
holding office shall constitute a quorum for the transaction of all business,
except when otherwise provided by law, but less than a quorum may adjourn a
meeting from time to time, and the meeting may be held, as adjourned, without
further notice. If a quorum is present when a vote is taken, the affirmative
vote of a majority of Directors present is the act of the Board of Directors.

Section 8. Action by Directors Without a Meeting. Any action requiring
Director approval or consent may be taken without a meeting and without notice
of such meeting by written consent of all the Directors.

Section 9. Telephonic Participation in Directors' Meetings. A Director or
member of a Committee of the Board of Directors may participate in a meeting of
the Board or of such Committee may participate in a meeting of the Board or of
such Committee by means of a conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in such a meeting shall constitute presence in person
at such a meeting.

-3-

Section 10. Vacancies. Vacancies in the Board of Directors may be filled by
the remaining members of the Board at any regular or special meeting of the
Board.

Section 11. Interim Appointments. The Board of Directors shall, if the
shareholders at any meeting for the election of Directors have determined a
number of Directors less than twenty-five (25), have the power, by affirmative
vote of the majority of all the Directors, to increase such number of Directors
to not more than twenty-five (25) and to elect Directors to fill the resulting
vacancies and to serve until the next annual meeting of shareholders or the next
election of Directors; provided, however, that the number of Directors shall not
be so increased by more than two (2) if the number last determined by
shareholders was fifteen (15) or less, or increased by more than four (4) if the
number last determined by shareholders was sixteen (16) or more.

Section 12. Fees. The Board of Directors shall fix the amount and direct
the payment of fees which shall be paid to each Director for attendance at any
meeting of the Board of Directors or of any Committees of the Board.

ARTICLE III

Committees of the Board

Section 1. Executive Committee. The Board of Directors shall appoint from
its members an Executive Committee which shall consist of such number of persons
as the Board of Directors shall determine; the Chairman of the Board and the
President shall be members ex-officio of the Executive Committee with full
voting power. The Chairman of the Board or the President may from time to time
appoint from the Board of Directors as temporary additional members of the
Executive Committee, with full voting powers, not more than two members to serve
for such periods as the Chairman of the Board or the President may determine.
The Board of Directors shall designate a member of the Executive Committee to
serve as Chairman thereof. A meeting of the Executive Committee may be called at
any time upon the written request of the Chairman of the Board, the President,
or the Chairman of the Executive Committee, stating the purpose of the meeting.
Not less than twenty-four hours' notice of said meeting shall be given to each
member of the Committee personally, by telephoning, or by mail. The Chairman of
the Executive Committee or, in his absence, a member of the Committee chosen by
a majority of the members present shall preside at meetings of the Executive
Committee.

The Executive Committee shall possess and may exercise all the powers of
the Board when the Board is not in session except such as the Board, only, by
law, is authorized to exercise; it shall keep minutes of its acts and
proceedings and cause same to be presented and reported at every regular meeting
and at any special meeting of the Board including specifically, all its actions
relating to loans and discounts.

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All acts done and powers and authority conferred by the Executive
Committee, from time to time, within the scope of its authority, shall be deemed
to be, and may be certified as being, the acts of and under the authority of the
Board.

Section 2. Risk Management Committee. The Board shall appoint from its
members a risk Management Committee which shall consist of such number as the
Board shall determine. The Board shall designate a member of the Risk Management
Committee to serve as Chairman thereof. It shall be the duty of the Risk
Management Committee to (a) service as the channel of communication with
management and the Board of Directors of Fleet Financial Group, Inc. to assure
that formal processes supported by management information systems are in place
for the identification, evaluation and management of significant risks inherent
in or associated with lending activities, the loan portfolio, asset-liability
management, the investment portfolio, trust and investment advisory activities,
the sale of nondeposit investment products and new products and services and
such additional activities or functions as the Board may determine from time to
time; (b) assure the formulation and adoption of policies approved by the Risk
Management Committee or Board governing lending activities, management of the
loan portfolio, the maintenance of an adequate allowance for loan and lease
losses, asset-liability management, the investment portfolio, the retail sale of
nondeposit investment products, new products and services and such additional
activities or functions as the Board may determine from time to time; (c) assure
that a comprehensive independent loan review program is in place for the early
detection of problem loans and review significant reports of the loan review
department, management's responses to those reports and the risk attributed to
unresolved issues; (d) subject to control of the Board, exercise general
supervision over trust activities, the investment of trust funds, the
disposition of trust investments and the acceptance of new trusts and the terms
of such acceptance; and (e) perform such additional duties and exercise such
additional powers of the Board as the Board may determine from time to time.

Section 3. Audit Committee. The Board shall appoint from its members an
Audit Committee which shall consist of such number as the Board shall determine,
no one of whom shall be an active officer or employee of the Association or
Fleet Financial Group, Inc. or any of its affiliates. In addition, members of
the Audit Committee must not (i) have served as an officer or employee of the
Association or any of its affiliates at any time during the year prior to their
appointment; or (ii) own, control, or have owned or controlled at any time
during the year prior to appointment, ten percent (10%) or more of any
outstanding class of voting securities of the Association. At least two (2)
members of the Audit Committee must have significant executive, professional,
educational or regulatory experience in financial, auditing, accounting, or
banking matters. No member of the Audit Committee may have significant direct or
indirect credit or other relationships with the Association, the termination of
which would materially adversely affect the Association's financial condition or
results of operations.

The Board shall designate a member of the Audit Committee to serve as
Chairman thereof. It shall be the duty of the Audit Committee to (a) cause a
continuous audit and examination to be made on its behalf into the affairs of
the Association and to review the results

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of such examination; (b) review significant reports of the internal auditing
department, management's responses to those reports and the risk attributed to
unresolved issues; (c) review the basis for the reports issued under Section 112
of The Federal Deposit Insurance Corporation Improvement Act of 1991; (d)
consider, in consultation with the independent auditor and an internal auditing
executive, the adequacy of the Association's internal controls, including the
resolution of identified material weaknesses and reportable conditions; (e)
review regulatory communications received from any federal or state agency with
supervisory jurisdiction or other examining authority and monitor any needed
corrective action by management; (f) ensure that a formal system of internal
controls is in place for maintaining compliance with laws and regulations; (g)
cause an audit of the Trust Department at least once during each calendar year
and within 15 months of the last such audit or, in lieu thereof, adopt a
continuous audit system and report to the Board each calendar year and within 15
months of the previous report on the performance of such audit function; and (h)
perform such additional duties and exercise such additional powers of the Board
as the Board may determine from time to time.

The Audit Committee may consult with internal counsel and retain its own
outside counsel without approval (prior or otherwise) from the Board or
management and obligate the Association to pay the fees of such counsel.

Section 4. Community Affairs Committee. The Board shall appoint from its
members a Community Affairs Committee which shall consist of such number as the
Board shall determine. The Board shall designate a member of the Community
Affairs Committee to serve as Chairman thereof. It shall be the duty of the
Community Affairs Committee to (a) oversee compliance by the Association with
the Community Reinvestment Act of 1977, as amended, and the regulations
promulgated thereunder; and (b) perform such additional duties and exercise such
additional powers of the Board as the Board may determine from time to time.

Section 5. Regular Meetings. Except for the Executive Committee which shall
meet on an ad hoc basis as set forth in Section of this Article, regular
meetings of the Committees of the Board of Directors shall be held, without
notice, at such time and place as the Committee or the Board of Directors may
appoint and as often as the business of the Association may require.

Section 6. Special Meetings. A Special Meeting of any of the Committees of
the Board of Directors may be called upon the written request of the Chairman of
the Board or the President, or of any two members of the respective Committee,
stating the purpose of the meeting. Not less than twenty-four hours' notice of
such special meeting shall be given to each member of the Committee personally,
by telephoning, or by mail.

Section 7. Emergency Meetings. An Emergency Meeting of any of the
Committees of the Board of Directors may be called at the request of the
Chairman of the Board or the President, who shall state that an emergency
exists, upon not less than one hour's notice to each member of the Committee
personally or by telephoning.

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Section 8. Action Taken Without a Committee Meeting. Any Committee of the
Board of Directors may take action without a meeting and without notice of such
meeting by resolution assented to in writing by all members of such Committee.

Section 9. Quorum. A majority of a Committee of the Board of Directors
shall constitute a quorum for the transaction of any business at any meeting of
such Committee. If a quorum is not available, the Chairman of the Board or the
President shall have power to make temporary appointments to a Committee
of-members of the Board of Directors, to act in the place and stead of members
who temporarily cannot attend any such meeting; provided, however, that any
temporary appointment to the Audit Committee must meet the requirements for
members of that Committee set forth in Section 3 of this Article.

Section 10. Record. The Committees of the Board of Directors shall keep a
record of their respective meetings and proceedings which shall be presented at
the regular meeting of the Board of Directors held in the calendar month next
following the meetings of the Committees. If there is no regular Board of
Directors meeting held in the calendar month next following the meeting of a
Committee, then such Committee's records shall be presented at the next regular
Board of Directors meeting held in a month subsequent to such Committee meeting.

Section 11. Changes and Vacancies. The Board of Directors shall have power
to change the members of any Committee at any time and to fill vacancies on any
Committee; provided, however, that any newly appointed member of the Audit
Committee must meet the requirements for members of that Committee set forth in
Section 3 of this Article.

Section 12. Other Committees. The Board of Directors may appoint, from time
to time, other committees of one or more persons, for such purposes and with
such powers as the Board may determine.

ARTICLE IV

Waiver of Notice of Meetings

Section 1. Waiver. Whenever notice is required to be given to any
shareholder, Director, or member of a Committee of the Board of Directors, such
notice may be waived in writing either before or after such meeting by any
shareholder, Director or Committee member respectively, as the case may be, who
may be entitled to such notice; and such notice will be deemed to be waived by
attendance at any such meeting.

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ARTICLE V

Officers and Agents

Section 1. Officers. The Board shall appoint a Chairman of the Board and a
President, and shall have the power to appoint one or more Executive Vice
Presidents, one or more Senior Vice presidents, one or more Vice Presidents, a
Cashier, a Secretary, an auditor, a Controller, one or more Trust Officers
and-such other officers as are deemed necessary or desirable for the proper
transaction of business of the Association. The Chairman of the Board and the
President shall be appointed from members of the Board of Directors. Any two or
more offices, except those of President and Cashier or Secretary, may be held by
the same person. The Board may, from time to time, by resolution passed by a
majority of the entire Board, designate one or more officers of the Association
or of an affiliate or of Fleet Financial Group, Inc. with power to appoint one
or more Vice Presidents and such other officers of the Association below the
level of Vice President as the officer or officers designated in such resolution
deem necessary or desirable for the proper transaction of the business of the
Association.

Section 2. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors. Subject to definition by the Board of
Directors, he shall have general executive powers and such specific powers and
duties as from time to time may be conferred upon or assigned to him by the
Board of Directors.

Section 3. President. The President shall preside at all meetings of the
Board of Directors if there be no Chairman or if the Chairman be absent. Subject
to definition by the Board of Directors, he shall have general executive powers
and such specific powers and duties as from time to time may be conferred upon
or assigned to him by the Board of Directors.

Section 4. Cashier and Secretary. The Cashier shall be the Secretary of the
Board and of the Executive Committee, and shall keep accurate minutes of their
meetings and of all meetings of the shareholders. He shall attend to the giving
of all notices required by these By-laws. He shall be custodian of the corporate
seal, records, documents and papers of the Association. He shall have such
powers and perform such duties as pertain by law or regulation to the office of
Cashier, or as are imposed by these By-laws, or as may be delegated to him from
time to time by the Board of Directors, the Chairman of the Board or the
President.

Section 5. Auditor. The Auditor shall be the chief auditing officer of the
Association. He shall continuously examine the affairs of the Association and
from time to time shall report to the Board of Directors. He shall have such
powers and perform such duties as are conferred upon, or assigned to him by
these By-laws, or as may be delegated to him from time to time by the Board of
Directors.

Section 6. Officers Seriatim. The Board of Directors shall designate from
time to time not less than two officers who shall in the absence or disability
of the Chairman or President or

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both, succeed seriatim to the duties and responsibilities of the Chairman and
President respectively.

Section 7. Clerks and Agents. The Board of Directors may appoint, from time
to time, such clerks, agents and employees as it may deem advisable for the
prompt and orderly transaction of the business of the Association, define their
duties, fix the salaries to be paid them and dismiss them. Subject to the
authority of the Board of Directors, the Chairman of the Board or the president,
or any other officer of the Association authorized by either of them may appoint
and dismiss all or any clerks, agents and employees and prescribe their duties
and the conditions of their employment, and from time to time fix their
compensation.

Section 8. Tenure. The Chairman of the Board of Directors and the President
shall, except in the case of death, resignation, retirement or disqualification
under these By-laws, or unless removed by the affirmative vote of at least
two-thirds of all of the members of the Board of Directors, hold office for the
term of one year or until their respective successors are appointed. Either of
such officers appointed to fill a vacancy occurring in an unexpired term shall
serve for such unexpired term of such vacancy. All other officers, clerks,
agents, attorneys-in-fact and employees of the Association shall hold office
during the pleasure of the Board of Directors or of the officer or committee
appointing them respectively.

ARTICLE VI

Trust Department

Section 1. General Powers and Duties. All fiduciary powers of the
Association shall be exercised through the Trust Department, subject to such
regulations as the Comptroller of the Currency shall from time to time
establish. The Trust Department shall be placed under the management and
immediate supervision of an officer or officers appointed by the Board of
Directors. The duties of all officers of the Trust Department shall be to cause
the policies and instructions of the Board and the Risk Management Committee
with respect to the trusts under their supervision to be carried out, and to
supervise the due performance of the trusts and agencies entrusted to the
Association and under their supervision, in accordance with law and in
accordance with the terms of such trusts and agencies.

ARTICLE VII

Branch Offices

Section 1. Establishment. The Board of Directors shall have full power to
establish, to discontinue, or, from time to time, to change the location of any
branch office, subject to such limitations as may be provided by law.

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Section 2. Supervision and Control. Subject to the general supervision and
control of the Board of Directors, the affairs of branch offices shall be under
the immediate supervision and control of the President or of such other officer
or officers, employee or employees, or other individuals as the Board of
Directors may from time to time determine, with such powers and duties as the
Board of Directors may confer upon or assign to him or them.

ARTICLE VIII

Signature Powers

Section 1. Authorization. The power of officers, employees, agents and
attorneys to sign on behalf of and to affix the seal of the Association shall be
prescribed by the Board of Directors or by the Executive Committee or by both;
provided that the President is authorized to restrict such power of any officer,
employee, agent or attorney to the business of a specific department or
departments, or to a specific branch office or branch offices. Facsimile
signatures may be authorized.

ARTICLE IX

Stock Certificates and Transfers

Section 1. Stock Records. The Trust Department shall have the custody of
the stock certificate books and stock ledgers of the Association, and shall make
all transfers of stock, issue certificates thereof and disburse dividends
declared thereon.

Section 2. Form of Certificate. Every shareholder shall be entitled to a
certificate conforming to the requirements of law and otherwise in such form as
the Board of Directors may approve. The certificates shall state on the face
thereof that the stock is transferable only on the books of the Association and
shall be signed by such officers as may be prescribed from time to time by the
Board of Directors or Executive Committee. Facsimile signatures may be
authorized.

Section 3. Transfers of Stock. Transfers of stock shall be made only the
books of the Association by the holder in person, or by attorney duly authorized
in writing, upon surrender of the certificate therefor properly endorsed, or
upon the surrender of such certificate accompanied by a properly executed
written assignment of the same, or a written power of attorney to sell, assign
or transfer the same or the shares represented thereby.

Section 4. Lost Certificate. The Board of Directors or Executive Committee
may order a new certificate to be issued in place of a certificate lost or
destroyed, upon proof of such loss or destruction and upon tender to the
Association by the shareholder, of a bond in such amount and with or without
surety, as may be ordered, indemnifying the Association against all liability,
loss, cost and damage by reason of such loss or destruction and the issuance of
a new certificate.

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Section 5. Closing Transfer Books. The Board of Directors may close the
transfer books for a period not exceeding thirty days preceding any regular or
special meeting of the shareholders, or the day designated for the payment of a
dividend or the allotment of rights. In lieu of closing the transfer books the
Board of Directors may fix a day and hour not more than thirty days prior to the
day of holding any meeting of the shareholders, or the day designated for the
payment of a dividend, or the day designated for the allotment of rights, or the
day when any change of conversion or exchange of capital stock is to go into
effect, as the day as of which shareholders entitled to notice of and to vote at
such meetings or entitled to such dividend or to such allotment of rights or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, shall be determined, and only such shareholders as shall be
shareholders of record on the day and hour so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be.

ARTICLE X

The Corporate Seal

Section 1. Seal. The following is an impression of the seal of the
Association adopted by the Board of Directors.

ARTICLE XI

Business Hours

Section 1. Business Hours. The main office of this Association and each
branch office thereof shall be open for business on such days, and for such
hours as the Chairman, or the President, or any Executive Vice President, or
such other officer as the Board of Directors shall from time to time designate,
may determine as to each office to conform to local custom and convenience,
provided that any one or more of the main and branch offices or certain
departments thereof may be open for such hours as the President, or such other
officer as the Board of Directors shall from time to time designate, may
determine as to each office or department on any legal holiday on which work is
not prohibited by law, and provided further that any one or more of the main and
branch offices or certain departments thereof may be ordered closed or open on
any day for such hours as to each office or department as the President, or such
other officer as the Board of Directors shall from time to time designate,
subject to applicable laws and regulations, may determine when such action may
be required by reason of disaster or other emergency condition.

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