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                                                                Exhibit 4(t)(ii)


                                 FIRST AMENDMENT
                                       TO
                              CERTIFICATE OF TRUST

                                       OF

                             FLEET CAPITAL TRUST VII
                 (TO CERTIFICATE OF TRUST FILED MARCH 16, 1998)

         This First Amendment to Certificate of Trust of Fleet Capital Trust VII
dated October 21, 1999, is hereby duly executed and filed by the undersigned, as
trustees of Fleet Capital Trust VII (the "Trust"), for the purpose of amending
the Certificate of Trust of the Trust filed March 16, 1998 (the "Original
Certificate") under the Delaware Business Trust Act, 12 Del. C. Section 3801 et.
seq. The undersigned hereby certify as follows:

         1. NAME. The name of the Trust is "Fleet Capital Trust VII."

         2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust which has its principal place of business in the State of Delaware, as
required by 12 Del. C. Sec. 3807 (a), is hereby amended to be The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

         3. EFFECTIVE DATE. This First Amendment to Certificate of Trust shall
be effective as of the date of its filing.

         IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust at
the time of filing of this First Amendment to Certificate of Trust, have
executed this First Amendment to Certificate of Trust as of the date first above
written.

                                             /s/ Eugene M. McQuade
                                             -------------------------
                                             Name: Eugene M. McQuade
                                             Title:  Trustee

                                             /s/ Douglas L. Jacobs
                                             -------------------------
                                             Name: Douglas L. Jacobs
                                             Title:  Trustee

                                             /s/ John R. Rodehorst
                                             -------------------------
                                             Name: John R. Rodehorst
                                             Title:  Trustee


                       [SIGNATURES CONTINUED ON NEXT PAGE]


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                                             THE BANK OF NEW YORK (DELAWARE),
                                             as Trustee

                                             By: /s/ Walter N. Gitlin
                                                -----------------------------
                                                Name:
                                                Title:  Authorized Signatory






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