<Page>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

PROGRESS FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NOT APPLICABLE
- -------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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[FLEET LOGO]
[PROGRESS FINANCIAL CORPORATION LOGO]

FOR IMMEDIATE RELEASE

CONTACT:
MEDIA MEDIA
James Mahoney Donald DeMaio
FleetBoston Financial Progress Financial
617-434-9552 610-941-4810

INVESTOR INVESTOR
John Kahwaty Michael High
FleetBoston Financial Progress Financial
617-434-3650 610-941-4804

PROGRESS FINANCIAL AGREES TO JOIN FLEETBOSTON FINANCIAL

PURCHASE EXPANDS FLEET POSITION IN SUBURBAN PHILADELPHIA MARKET

BOSTON, MASS., AUGUST 28, 2003 -- FleetBoston Financial Corporation (NYSE: FBF)
and Progress Financial Corporation (Nasdaq: PFNC) today announced that they have
signed a definitive merger agreement for Fleet to acquire Progress Financial.
Progress' principal subsidiary is Progress Bank, a 21-branch franchise serving
the greater Philadelphia area, including affluent markets in the five-county
region of Bucks, Chester, Delaware, Montgomery, and Philadelphia counties.
Progress Financial had $1.1 billion in assets and $741 million in deposits as of
June 30, 2003.

The acquisition increases the number of Fleet stores in Pennsylvania to 127, and
increases Fleet's deposits in the above-mentioned five-county region by 64
percent. The transaction also gives Progress Financial's customers access to the
breadth of Fleet's sophisticated products, services, and distribution
capabilities.

Eugene M. McQuade, president and chief operating officer of Fleet, said,
"Progress has a solid presence in demographically attractive markets that are a
natural extension of our franchise in Philadelphia and eastern Pennsylvania. In
addition, this transaction underscores our strategic focus on serving consumers,
small business owners, and commercial firms. We see strong revenue opportunities
from our ability to leverage our product and distribution strengths, such as our
online banking and bill-pay platforms, our brokerage and investment services,
and our cash management capabilities."

-more-
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PROGRESS FINANCIAL AGREES TO JOIN FLEETBOSTON FINANCIAL - PAGE 2

W. Kirk Wycoff, chairman and chief executive officer of Progress Financial, will
remain with the bank as regional chairman and CEO of Fleet's Pennsylvania
franchise. Timothy J. Abell will continue as president of Fleet's Pennsylvania
franchise and head of Business Financial Services in Pennsylvania.

"Our management team is excited to join the dynamic Fleet organization as
partners in building the Pennsylvania franchise. This partnership is great news
for our customers, our employees, shareholders, and our communities," said
Wycoff. "Our customers will see the immediate benefit of access to a wider and
more sophisticated set of products and services. Our employees will have the
benefits of working for a larger company, including opportunities for greater
personal growth. Our shareholders will become shareholders of one of America's
premier financial services companies that recognizes shareholder support by
paying an outstanding quarterly cash dividend. And our combined organization
will be a vibrant resource for the communities we serve, through our strong
support of small businesses, our continued charitable contributions and Fleet's
innovative employee volunteer program."

McQuade added, "Progress has been executing on a plan to reposition the
franchise and improve its operating performance. Through this acquisition, Fleet
will reap the benefits of these actions and strengthen its competitive position
in the region. We are very pleased that Kirk and his team are joining Fleet.
Kirk will play a key leadership role in executing our strategy in Pennsylvania."

Under the terms of the agreement, Progress shareholders will receive .9333
shares of Fleet stock for each share of Progress in a fixed stock exchange,
based on a per share price for Progress common stock of $28.00. This exchange
ratio is subject to adjustment in the event that Fleet's stock price exceeds
$33.00 per share or is less than $27.00 per share. As of the announcement date,
the transaction values Progress at $27.74 per share (or $211 million in
aggregate.) The premium paid on this transaction represents an approximately 20%
premium over Progress deposits. The transaction, expected to be tax-free to
Progress shareholders, has been unanimously approved by the Boards of Directors
of both companies. It is expected to close in the first quarter of 2004, and is
subject to Progress shareholder approval as well as customary regulatory
approvals. The transaction is expected to be additive to net income.

FleetBoston Financial is the seventh-largest financial holding company in the
United States, with assets of $197 billion. The company's principal businesses,
Personal Financial Services and Commercial Financial Services, offer a
comprehensive array of innovative financial solutions to 20 million customers.
Through its Personal Financial Services franchise, Fleet offers retail banking,
wealth management and investment services, nationwide brokerage, credit card and
consumer lending services. These services are available through approximately
1,500 branches and more than 3,400 ATMs in the Northeast; through Fleet
HomeLink(SM) online banking, one of the nation's leading online banking
platforms; and through telephone banking. Fleet is the leading

-more-

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PROGRESS FINANCIAL AGREES TO JOIN FLEETBOSTON FINANCIAL - PAGE 3

small business services and commercial banking provider in the Northeast.
Fleet's Commercial Financial Services division provides commercial lending,
syndications, capital raising and advisory, leasing, cash management,
asset-based finance, foreign exchange and interest rate derivatives to clients.
FleetBoston Financial is headquartered in Boston and listed on the New York
Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE: FBF).

Progress Financial Corporation is a unitary thrift holding company headquartered
in Blue Bell, Pennsylvania. The business of the Company consists primarily of
the operation of Progress Bank, which serves businesses and consumers through
twenty-one full service offices. The Company also offers financial planning
services, life insurance, group employee benefits, and investment through
Progress Financial Resources, Inc., headquartered in Philadelphia, PA. The
Company's common stock is traded in The Nasdaq Stock Market under the symbol
"PFNC".

THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
ESTIMATES. FOR FURTHER INFORMATION, PLEASE REFER TO THE FLEETBOSTON FINANCIAL
CORPORATION'S REPORTS FILED WITH THE SEC.

FleetBoston and Progress will be filing relevant documents concerning the merger
with the Securities and Exchange Commission, including a registration statement
on Form S-4 containing a prospectus/proxy statement. WE URGE INVESTORS TO READ
THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain these documents free of charge at the SEC's website, www.sec.gov.
In addition, documents filed with the SEC by FleetBoston will be available free
of charge from the Investor Relations department of FleetBoston Financial
Corporation (John Kahwaty, FleetBoston Financial Corporation, 100 Federal
Street, Boston, Massachusetts 02110, telephone (617)434-3650), and documents
filed with the SEC by Progress will be available free of charge from the
Secretary of Progress (Eric J. Morgan, Secretary, Progress Financial
Corporation, 4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422,
telephone (610) 825-8800). The directors and executive officers of Progress may
be deemed to be participants in the solicitation of proxies to approve the
merger. Information about the directors and executive officers of Progress and
ownership of Progress common stock is set forth in the proxy statement dated
March 25, 2003 filed by Progress with the SEC. Additional information about the
interests of those participants may be obtained from reading the definitive
prospectus/proxy statement regarding the proposed acquisition when it becomes
available. PROGRESS INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT AND
OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.

###
<Page>

ATTACHMENT

PROGRESS STORE LOCATIONS

BUCKS COUNTY, PA
Bensalem 2817 Street Road
Doylestown 100 Progress Drive
Southampton 736 Street Road
Warrington Creek View Shopping Center, 381 Easton Road

CHESTER COUNTY, PA
Lionville Crossroads Square, 720 W. Uwchlan Avenue
Paoli Paoli Shopping Center, 15 Leopard Road

DELAWARE COUNTY, PA
Rosemont 1084 East Lancaster Avenue

MONTGOMERY COUNTY, PA
Audubon 10000 Shannondell Drive
Bridgeport 207 West 4th Street
Conshohocken 405 Fayette Street
East Norriton 20 East Germantown Pike
Glenside 259 S. Easton Road
King of Prussia 236 West DeKalb Pike
Lansdale 890 South Valley Forge Road
Norristown 1000 Sandy Hill Road
Plymouth Meeting 420 Plymouth Road
Trappe 130 West Main Street
West Norriton 670 South Trooper Road

PHILADELPHIA COUNTY, PA
Philadelphia 8500 Henry Avenue
Philadelphia 8601 Germantown Avenue

HUNTERDON COUNTY, NJ
Lambertville 39 Bridge Street
<Page>

FLEET - PROGRESS TRANSACTION
MEDIA Q&A
(FOR INTERNAL DISTRIBUTION ONLY)

I. TRANSACTION DETAILS:

Q1. WHY IS THIS DEAL ATTRACTIVE TO FLEET?

A. This transaction is attractive for several reasons:
o It builds scale in and around Philadelphia and its attractive
suburbs by adding 20 (21 total, includes 1 br in NJ) branches
to Fleet's existing network of 107 PA branches. Additionally,
Montgomery, Bucks, Chester, and Delaware counties are very
attractive banking markets with affluent households.
o Will help to improve Fleet's market visibility/name
recognition in the area.
o We will leverage our product and distribution strengths to
achieve revenue synergy opportunities in the areas of
brokerage/investments, investment management, cash management,
leasing, online banking and bill-pay, among others.

Q2. WILL YOU BE BUYING MORE BANKS/BRANCHES IN PA?

A. This is an important growth market for Fleet and we are still very
interested in further expansion in this region.

Q3. WHY BUY BRANCHES RATHER THAN GROW DE NOVO IN PA?

A. We are pursuing both. Acquisition allows us to gain immediate
access to established, profitable customers and facilities. We will
also be growing de novo in these markets. There are plans to add 2
to 4 new branches in the region in 2004.

Q4. ISN'T THIS DEAL EXPENSIVE, PARTICULARLY COMPARED TO PAST
ACQUISITIONS YOU'VE MADE?

A. This is an important growth market for Fleet and this deal enhances
our position in 4 of the wealthiest counties in PA. The deal is
also in line with the pricing of recent bank purchases in this
area. (PNC purchase of United National Bancorp, Aug '03, $638
million; Citizens purchase of Commonwealth Bancorp, Sep '02, $450
million)

(Separately) Progress recently conducted a major effort to improve
credit quality and streamline operations and is poised to show
significantly improved performance in the near term. Considering
that the full value of

1
<Page>

Progress' efforts has not yet been realized, Fleet believes it made
this purchase at an opportune time and will enjoy the benefits of
Progress' improved performance.

Q5. DO YOU HAVE CONCERNS THAT YOU ARE NOT BUYING A PREMIER FRANCHISE?
WASN'T PROGRESS IN TROUBLE WITH THE OFFICE OF THRIFT SUPERVISION?

A. Progress was under an OTS directive; that was lifted in Oct. 2002
and the franchise has since shown improved operating performance
and has downsized volatile businesses including private equity,
pre-profit lending (Tech Bank), and leasing. Fleet believes the
full value of Progress' turnaround efforts has not yet been
realized.

Q6. IS THIS DEAL ACCRETIVE TO FLEET EARNINGS?

A. The transaction is expected to be additive to net income.

Q7. WHAT ARE PROGRESS' PRINCIPAL LINES OF BUSINESS?

A. o Banking: retail, commercial, and real estate banking (90-95% of
revenues)
o Insurance/Wealth Management (Progress Financial Resources, Inc.)

II. BRANCHES:
Q8. WILL ANY BRANCHES BE CONSOLIDATED?

A. Given the small overlap of Fleet's franchise with Progress, we
would expect any potential store impacts to be very minimal.

Q9. WILL FLEET BE REQUIRED TO DIVEST ANY BRANCHES?

A No

*SEE ATTACHED TABLES FOR FLEET, PROGRESS BRANCH COMPARISONS.

III. EMPLOYEES:
Q10. WHAT WILL HAPPEN TO THE EMPLOYEES WHO WORK FOR PROGRESS - WILL
THERE BE LAYOFFS?

A. There are approximately 260 employees. We plan to retain the front
line sales force and customer facing employees. We have not yet
made any

2
<Page>

determinations regarding possible reductions in other areas.

Q11. IF THERE ARE LAYOFFS, WILL A SEVERANCE PACKAGE BE OFFERED?

A. Yes. Fleet has historically provided generous severance packages.

Q12. WHAT ABOUT SENIOR EXECUTIVES?

A. o PRESIDENT/CEO - W. Kirk Wycoff will remain with the bank in
the capacity of regional chairman and CEO of Fleet's
Pennsylvania franchise.

o TIM ABELL - will remain president of the Pennsylvania
franchise and head of Fleet Business Financial Services in
Pennsylvania, reporting to Mr. Wycoff.

Q13. OF PROGRESS' APPROXIMATELY 260 EMPLOYEES, HOW MANY ARE "BRANCH"
STAFF? OTHER?

A. Some 136 are branch staff. Call center has staff of 6. Lending
staff of about 13 includes consumer/small business, SBA, lower
middle market, private clients. Commercial real estate staff: about
10.

Q14. HOW WILL THE INTEGRATION OF FLEET AND PROGRESS OPERATIONS BE
MANAGED?

A. Planning for integration will begin shortly. Fleet has extensive
integration experience (most recently, Summit in NJ) and will look
to the Progress team to participate actively.

IV. CUSTOMERS:
Q15. GIVEN THIS ANNOUNCEMENT, SHOULD PROGRESS OR FLEET CUSTOMERS BEGIN
DOING ANYTHING DIFFERENT?

A. No. They should continue banking with their respective banks.
Following the closing of the transaction, all customers will
receive advance notice of any changes that will occur.

Q16. WHEN SHOULD CUSTOMERS EXPECT TO BEGIN RECEIVING THIS INFORMATION?

A. We anticipate that the transaction will close in the first quarter
of 2004, pending shareholder and regulatory approvals.
Communications will follow shortly after closing of the
transaction.

Q17. HOW MANY CUSTOMERS DOES PROGRESS SERVE?

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A. o 22,400 households, including

o 19,000 consumer customers
o 3,400 business customers

Note - Fleet consumer households in PA at Jun 30 '03: 344,060.

V. REGULATORY:
Q18. WHAT STATE/FEDERAL APPROVALS ARE NEEDED FOR THIS DEAL?

A. The Office of the Comptroller of the Currency (OCC), the Federal
Reserve, and the Massachusetts Board of Bank Incorporation. (No
application needed in PA. No approval needed from Office of Thrift
Supervision, though we will give them notice.)

Q19. WHEN DO YOU EXPECT THIS TRANSACTION TO CLOSE?

A. We anticipate closing in the first quarter of 2004.

VI. COMMUNITY:
Q20. WHAT IS PROGRESS' CRA RATING? AND FLEET'S?

A. o Fleet - "outstanding" in 3 test areas: lending, investment,
service (Fleet not examined in PA in last examination)

o Progress - "satisfactory" (rated in 2001)
- Lending -"high satisfactory"
- Investment - "high satisfactory"
- Service - "outstanding"

Q21. WHAT WILL HAPPEN TO CHARITABLE CONTRIBUTIONS PREVIOUSLY COMMITTED
TO THIS MARKET?

A. o Fleet: $400,000 (2003 budget) (FleetBoston Foundation)
o Progress: $150,000 (2003 budget)

Fleet will continue to maintain the previous levels provided by our
Foundation and by Progress, upwards of $500,000.

Fleet has been a strong supporter of the communities it serves.
FleetBoston Financial Foundation is among the largest grant-makers
in

4
<Page>

the nation. Through the FleetBoston Financial Foundation, the
Financial Corporation demonstrates its strong civic leadership,
community partnership and commitment to being a socially
responsible corporate citizen by focusing its philanthropy to
promote economic opportunity, youth development, public education
and the arts and culture.

Fleet also has an innovative employee voluntarism program called
Fleet Works. All Fleet employees are encouraged to provide two paid
volunteer days annually to public service projects.

5
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
PROGRESS AND FLEET STORE SUMMARY:
(Progress counts per website)

STATE COUNTY PROGRESS FLEET TOTAL STORES

PA Bucks 4 18 22
Chester 2 3 5
Delaware 1 9 10
Montgomery 11 23 34
Philadelphia 2 14 16
NJ Hunterdon 1 10 11
- -- --

TOTALS 21 77 98

(Remainder of Fleet PA) (42) (42)
--------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
AREAS OF OVERLAP:
STATE COUNTY TOWNS W/ OVERLAP

PA Bucks 3 (Bensalem, Doyleston, Southampton)
Chester 1 (Paoli)
Delaware 0
Montgomery 4 (Audubon, Lansdale, Norristown, Plymouth Meeting)
Philadelphia 1 (Philadelphia)
NJ Hunterdon 0
-

TOTALS 9
--------------------------------------------------------------------------------------------------
</Table>

6
<Page>

AN ATTRACTIVE FRANCHISE COMBINATION

Investor Presentation
AUGUST 28, 2003

[PROGRESS FINANCIAL CORPORATION LOGO]

<Page>

CONFERENCE CALL INFORMATION

The senior management team of Progress Financial Corporation will present an
overview of the transaction and respond to investor questions via conference
call on August 28, 2003, at 1 p.m. Eastern Standard Time.

PLEASE CALL IN AT LEAST 10 MINUTES PRIOR TO THE START OF THE CALL.

* A taped playback of the call will be available through September 15, 2003.

Dial-In Number: (800) 362-0571

Pass Code: Progress

Play-Back Number: (800) 934-3942

* WILL NOT BE AVAILABLE UNTIL ONE HOUR AFTER THE CONFERENCE CALL IS COMPLETED.

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FORWARD LOOKING STATEMENT

This presentation contains forward looking statements with respect to the
financial condition, results of operations and business of Progress Financial
Corporation ("Progress") and FleetBoston Financial Corporations ("Fleet") and
assuming the consummation of the transaction, a combined Fleet and Progress.
Generally, the words "will," "may," "should,""continue," "believes,"
"expects," "anticipates," or similar expression identify forward looking
statements. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially
from those contemplated by such forward looking statements include, among
other things, the following possibilities: (i) expected cost savings from the
merger cannot be fully realized or realized within the expected time; (ii)
revenues following the merger are lower than expected; (iii) competitive
pressure among depository institutions increase significantly; (iv) the
integration of the business of Fleet and Progress costs more, takes longer or
is less successful than expected; (v) changes in the interest rate
environment reduces interest margins; (vii) general economic conditions,
either nationally or internationally in which the combined company will be
doing business, are less favorable than expected; (viii) legislation or
regulatory requirements or changes adversely affect the business in which the
combined company will be engaged; and (ix) changes may occur in the
securities market. Neither Progress nor Fleet assume any obligation to update
forward looking statements.

3
<Page>

TRANSACTION SUMMARY

4
<Page>

TRANSACTION SUMMARY

TRANSACTION: Acquisition of Progress by Fleet

IMPLIED TRANSACTION PRICE (a): $28.00 per Progress share (at mid point
of pricing collar, see Exchange ratio
explanations below)

TRANSACTION VALUE: Approximately $212 million

CONSIDERATION: 100% stock

EXCHANGE RATIO: The exchange ratio will be 0.9333 shares
of Fleet common stock, provided however,
that

(i) if Fleet's average 10 day closing
price during a measurement period near
the closing date ("Average Closing
Price") is more than 10% lower than
$30.00, the exchange ratio will be
increased such that Progress
shareholders receive consideration of
$25.20 based on Fleet's Average Closing
Price; or

(ii) if Fleet's Average Closing Price is
more than 10% higher than $30.00, the
exchange ratio will be decreased such
that Progress shareholders receive
consideration of $30.80 based on Fleet's
Average Closing Price.

(a) BASED ON FLEET STOCK PRICE OF $30.00

5
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TRANSACTION SUMMARY

TAX-FREE REORGANIZATION: The Transaction is structured as a
tax-free reorganization.

DIVIDEND: Progress' current quarterly dividend is
$0.08 per share. Progress will be
permitted to increase its quarterly
dividend to $0.13 per share.

ACCOUNTING TREATMENT: Purchase accounting

TERMINATION FEE: $8.0 million payable by Progress under
certain circumstances.

WALK-AWAY: None

COMPLETION DATE: The transaction is expected to close in
first quarter of 2004.

6
<Page>

TRANSACTION VALUE PER SHARE

TRANSACTION VALUE PER SHARE $25.20(1) $28.00(2) $30.80(3)

PREMIUM TO MARKET PRICE ($16.96 AT 8/27/03) 48.58% 65.09% 81.60%

TRANSACTION VALUE INCLUDING OPTIONS ($000S) $190,484 $212,422 $234,338

PRICE / LTM EPS ($0.85) 29.65x 32.94x 36.24x

PRICE / 2003 I/B/E/S MEDIAN ($1.09) 23.12x 25.69x 28.26x

PRICE / 2004 I/B/E/S MEDIAN ($1.35) 18.67x 20.74x 22.81x

PRICE / BOOK VALUE ($9.41 AT 6/30/03) 2.68x 2.98x 3.27x

PRICE / TANG. BOOK VALUE ($9.26 AT 6/30/03) 2.72x 3.02x 3.33x

TANG. PREMIUM TO TOTAL DEPOSITS 17.09% 20.04% 22.99%
</Table>

(1)LOW END OF COLLAR
(2)MID POINT OF COLLAR
(3)HIGH END OF COLLAR

7
<Page>
BENEFITS TO PROGRESS SHAREHOLDERS

ILLUSTRATED AT THE EXCHANGE RATIO OF 0.9333 SHARE OF FLEET COMMON
STOCK FOR EACH COMMON SHARE OF PROGRESS

- -- INCREASED ANNUALIZED DIVIDEND

Current Progress Dividend $0.32
Pro Forma Annualized Dividend* $1.31
Percentage Increase 308%
</Table>

- -- SIGNIFICANTLY ENHANCED STOCK LIQUIDITY

* based on Fleet's current $0.35 per share quarterly dividend.

8
<Page>

STRATEGIC RATIONALE

9
<Page>

A COMPELLING COMBINATION

JOINiNG FORCES WITH UNITED STATES 7TH LARGEST BANKING ORGANIZATION

-- Fleet has $197 billion in assets

-- Powerful Northeastern United States commercial and personal
banking franchise

-- Over 1,500 branches and 3,400 ATMs

ADDITION OF PROGRESS FRANCHISE ENHANCES FLEET'S PENNSYLVANIA PRESENCE
SIGNIFICANTLY

- -- Builds scale in demographically attractive greater Philadelphia
area including affluent markets in the five-county region of
Bucks, Chester, Delaware, Montgomery, and Philadelphia counties.

- -- Addition of Progress's 21 branches will increase Fleet's total
Pennsylvania network to 127 branches and $2.9 billion in retail
deposits.

10
<Page>

PROGRESS'S EXPERIENCED TEAM TO HELP BUILD FLEET FRANCHISE IN PENNSYLVANIA

- -- W. Kirk Wycoff, Chairman and Chief Executive Officer of Progress
will remain with the bank as Regional Chairman of Fleet's
Pennsylvania franchise. Timothy J. Abell will continue as
President of Fleet's Pennsylvania franchise and head of
Business Financial Services in Pennsylvania.

- -- Fleet to create a Pennsylvania Regional Advisory Board.

- -- Progress' business development team has significant capabilities
and strong customer relationships which will be leveraged to
support future Fleet's Pennsylvania growth.

- -- Progress employees have opportunity for enhanced career growth.

11
<Page>

PROGRESS CUSTOMERS WILL HAVE ACCESS TO WORLD CLASS COMMERCIAL AND PERSONAL
FINANCIAL SERVICES

- -- Outstanding distribution network

- -- Online financial services - 3.3 million online customers

- -- Sophisticated loan, deposit and cash management products and
services

- -- Advice-driven brokerage services - 1,500 investment advisors

- -- Extensive wealth management solutions

12
<Page>

Fleet and Progress Map

[MAP]