CERTIFICATE OF TRUST

                                       OF

                             FLEET CAPITAL TRUST VI

      This Certificate of Trust of Fleet Capital Trust VI dated March 16, 1998,
is hereby duly executed and filed by the undersigned, as trustees of Fleet
Capital Trust VI, for the purpose of forming a business trust 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 business trust formed hereby (the "Trust") is
"Fleet Capital Trust VI."

      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 First Chicago Delaware Inc., a Delaware
corporation, 300 King Street, Wilmington, Delaware 19801.

      3. Effective Date. This 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 Certificate of Trust, have executed this 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


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                                    FIRST CHICAGO DELAWARE INC.,
                                    as Trustee

                                    By: /s/ John R. Prendiville
                                    ----------------------------
                                    Name:   John R. Prendiville
                                    Title:  Vice President


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