FLEETBOSTON FINANCIAL CORPORATION
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BYLAWS


ARTICLE 1.

OFFICES.

SECTION 1.01. Registered Office. The registered office of the
Corporation in the State of Rhode Island shall be at 10 Weybosset Street,
Providence, RI 02903
. The name of the resident agent in charge thereof shall be
CT Corporation System.

SECTION 1.02. Other Offices. The Corporation may also have an office or
offices in such other place or places either within or without the State of
Rhode Island as the Board of Directors may from time to time determine or the
business of the Corporation require.

ARTICLE 2.

MEETINGS OF STOCKHOLDERS.

SECTION 2.01. Place of Meetings. All meetings of the stockholders of
the Corporation shall be held at such place either within or without the State
of Rhode Island as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

SECTION 2.02. Annual Meetings. (a) The annual meeting of the
stockholders for the election of directors and for the transaction of such other
business as may come before the meeting shall be held at the principal office of
the Corporation in the State of Rhode Island or such place as shall be fixed by
the Board of Directors, as eleven o'clock in the forenoon, local time, on the
second Wednesday in April in each year, if not a legal holiday at the place
where such meeting is to be held, and, if a legal holiday, then on the next
succeeding business day not a legal holiday at the same hour. (b) In respect of
the annual meeting for any particular year the Board of Directors may, by
resolution fix a different day, time or place (either within or without the
State of Rhode Island) for the annual meeting. (c) If the election of directors
shall not be held on the day designated herein or the day fixed by the Board, as
the case may be, for any annual meeting, or on the day of any adjourned session
thereof, the Board of Directors shall cause the election to be held at a special
meeting as soon thereafter as conveniently may be. At such special meeting the
stockholders may elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.

SECTION 2.03. Special Meetings. A special meeting of the stockholders
for any purpose or purposes properly brought before such meeting may be called
at any time by the Chairman of the Board or President or by order of the Board
of Directors pursuant to a resolution adopted by a majority of the Board.

SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than 10 days or more than 50 days before the day on which the meeting is to be
held by delivering written notice thereof to him personally or by mailing such
notice, postage prepaid, addressed to him at his post-office address last shown
in the records of the Corporation or by transmitting notice thereof to him at
such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the


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purposes thereof. (b) Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy or who shall, in person or by attorney thereunto authorized, waive
such notice in writing or by telegraph, cable or any other available method
either before or after such meeting. Notice of any adjourned meeting of the
stockholders shall not be required to be given except when expressly required by
law.

SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except
where otherwise provided by statute, the Articles of Incorporation or these
Bylaws, the holders of record of a majority of the issued and outstanding shares
of stock of the Corporation entitled to vote at such meeting, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy, or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may by transacted which
might have been transacted at the meeting as originally called.

SECTION 2.06. Organization. At each meeting of the stockholders the
Chairman of the Board, the President, any Vice President, or any other officer
designated by the Board of Directors, shall act as chairman, and the Secretary
or an Assistant Secretary of the Corporation, or in the absence of the Secretary
and all Assistant Secretaries, a person whom the chairman of such meeting shall
appoint shall act as secretary of the meeting and keep the minutes thereof.

SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Articles of Incorporation or these Bylaws, at every meeting of the stockholders
each stockholder shall be entitled to one vote, in person or by proxy, for each
share of capital stock of the Corporation registered in his name on the books of
the Corporation:

(i) on the date fixed pursuant to Section 9.03 of these Bylaws
as the record date for the determination of stockholders entitled to
vote at such meeting; or

(ii) if no record date shall have been fixed, then the record
date shall be at the close of business on the day next preceding the
day on which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. In the case of stock held jointly by two or more
executors, administrators, guardians, conservators, trustees or other
fiduciaries, such fiduciaries may designate in writing one or more of their
number to represent such stock and vote the shares so held, unless there is a
provision to the contrary in the instrument, if any, defining their powers and
duties. (c) Persons whose stock is pledged shall be entitled to vote thereon
until such stock is transferred on the books of the Corporation to the pledgee,
and thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after 11 months from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Articles of Incorporation or these Bylaws)
shall be decided by the vote of a majority in interest of the stockholders
entitled to vote thereon, present in person or by proxy, at such meeting, a
quorum being present.

SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint two or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications


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of voters, accept and count the vote for and against the questions presented,
report the results of such votes, and subscribe and deliver to the secretary of
the meeting a certificate stating the number of shares of stock issued and
outstanding and entitled to vote thereon and the number of shares voted for and
against the questions presented. The inspectors need not be stockholders of the
Corporation, and any director or officer of the Corporation may be an inspector
on any question other than a vote for or against his election to any position
with the Corporation or on any other question in which he may be directly
interested. Before acting as herein provided each inspector shall subscribe an
oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his ability.

SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least 10 days
before every meeting of the stockholders, a complete list of stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of the
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least 10 days prior to the election. (b) Such list shall be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. (c) Upon the
willful neglect or refusal of the directors to produce such list at any meeting
for the election of directors, they shall be ineligible for election to any
office at such meeting. (d) The stock ledger shall be conclusive evidence as to
who are the stockholders entitled to examine the stock ledger and the list of
stockholders required by this Section 2.09 on the books of the Corporation or to
vote in person or by proxy at any meeting of stockholders.

SECTION 2.10. Introduction of Business at a Meeting of Stockholders.
(a) At an annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders, business
must be (i) in the case of a special meeting, specified in the notice of the
special meeting (or any supplement thereto) given by the officer of the
Corporation calling such meeting or by or at the direction of the Board, or (ii)
in the case of an annual meeting, properly brought before the meeting by or at
the director of the Board, or otherwise properly brought before the annual
meeting by a stockholder. For business to be properly brought before an annual
meeting of stockholders by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice, must be delivered to the Secretary of the Corporation, or
mailed to and received at the principal executive offices of the Corporation, by
the Secretary of the Corporation, not less than 120 calendar days in advance of
the date the Corporation's proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, a proposal must
be received by the Corporation a reasonable time before the Corporation's proxy
statement is released to stockholders.

(b) A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business and any other stockholders
known by such stockholder to be supporting such proposal, (iii) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder on the date of such stockholder's notice and by any other
stockholders known by such stockholder to be supporting such proposal on the
date of such stockholder's notice, and (iv) any material interest of the
stockholder in such proposal.

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(c) Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 2.10. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

ARTICLE 3.

BOARD OF DIRECTORS.

SECTION 3.01. General Powers. The business, property and affairs of
the Corporation shall be managed by the Board of Directors.

SECTION 3.02. Number and Qualifications. (a) The number of directors of
the Corporation, which shall constitute the whole Board of Directors, shall be
determined in accordance with the provisions of Article SEVENTH of the Articles
of Incorporation. (b) A director need not be a stockholder. (c) No person shall
be elected a director who has attained the age of 68 and any director who has
attained the age of 68 shall submit his or her resignation to the Chairman
effective on the date of the first meeting of the stockholders of the
Corporation held on or after the date on which such person attains the age of
68; and any person who makes a material change in his or her principal business
or professional activity prior to attaining such age shall submit his or her
resignation to the Chairman; PROVIDED, HOWEVER, any director serving on the
Board as of April 17, 2001 who has attained the age of 68 on or prior to such
date shall be permitted to continue to serve as a director but shall submit his
or her resignation to the Chairman effective on the date of the first meeting of
the stockholders of the Corporation held on or after the date on which such
person attains the age of 70.

SECTION 3.03. Classes, Elections and Term. The Board of Directors shall
be divided into three classes, shall be nominated in accordance with the
provisions of Section 3.15 of this Article 3, and shall be elected and shall
serve terms in accordance with the provisions of Article SEVENTH of the Articles
of Incorporation.

SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise
provided by statute or by the Articles of Incorporation, a majority of the
directors at the time in office shall constitute a quorum for the transaction of
business at any meeting and the affirmative action of a majority of the
directors present at any meeting at which a quorum is present shall be required
for the taking of any action by the Board of Directors. (b) In the event the
Secretary is informed that one or more of the directors shall be disqualified to
vote at such meeting, then the required quorum shall be reduced by one for each
such director so absent or disqualified; provided, however, that in no event
shall the quorum as adjusted be less than one-third of the total number of
directors. (c) In the absence of a quorum at any meeting of the Board such
meeting need not be held; or a majority of the directors present thereat or, if
no director be present, the Secretary may adjourn such meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.

SECTION 3.05. Offices, Place of Meetings and Records. The Board of
Directors may hold meetings, have an office or offices and keep the books and
records of the Corporation at such place or places within or without the State
of Rhode Island as the Board may from time to time determine. The place of
meeting shall be specified or fixed in the respective notices or waivers of
notice thereof, except where otherwise provided by statute by the Articles of
Incorporation or these Bylaws. Meetings of the Board of Directors or any
committee of Directors, including without limitation the Executive Committee,

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may be held by means of a telephone conference circuit and connection with such
circuit shall constitute presence at such meetings.

SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

SECTION 3.07. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time by resolution determine. If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at said place at
the same hour on the next succeeding business day. Notice of regular meetings
need not be given.

SECTION 3.08. Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board or the
President or by any five of the directors. Notice of each said meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least two days before the day on which the meeting is to be held,
or shall be sent to him at his residence or at such place of business by
telegraph, cable or other available means, or shall be delivered personally or
by telephone, not later than one day before the day on which the meeting is to
be held. Each such notice shall state the time and place of the meeting but need
not state the purposes thereof except as otherwise herein expressly provided.
Notice of any such meeting need not be given to any director, however, if waived
by him in writing or by telegraph, cable or otherwise, whether before or after
such meeting shall be held, or if he shall be present at such meeting.

SECTION 3.09. Organization. At each meeting of the Board of Directors,
the Chairman of the Board or, in his absence, the President, or in the absence
of each of them, a director chosen by a majority of the directors present shall
act as chairman. The Secretary or, in his absence, an Assistant Secretary or, in
the absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of such meeting shall appoint shall act as secretary of such meeting
and keep the minutes thereof.

SECTION 3.10. Order of Business. At all meetings of the Board of
Directors business shall be transacted in the order determined by the Board.

SECTION 3.11. Removal of Directors. Any one or more directors of the
Corporation may be removed at any time, but only in accordance with the
provisions of Article SEVENTH of the Articles of Incorporation.

SECTION 3.12. Resignation. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Board of
Directors, to the Chairman of the Board, the President, any Vice President or
the Secretary of the Corporation. Such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, in acceptance of such resignation shall not be
necessary to make it effective.

SECTION 3.13. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships shall be filled only in accordance with the
provisions of Article SEVENTH of the Articles of Incorporation.

SECTION 3.14. Compensation. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors'

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meetings, or both, as the Board of Directors shall from time to time determine,
together with reimbursement for the reasonable expenses incurred by him in
connection with the performance of his duties; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.

SECTION 3.15. Nomination of Directors. (a) Only persons nominated in
accordance with the procedures set forth in this Section shall be eligible for
election as directors. Nominations of persons for election to the Board may be
made at a meeting of stockholders (i) by or at the direction of the Board or a
committee thereof, or (ii) by any stockholder of the Corporation entitled to
vote for the election of directors at such meeting who complies with the notice
procedures set forth in this Section 3.15. Such nominations, other than those
made by or at the direction of the Board or a committee thereof, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to the Secretary, or mailed to
and received at the principal executive offices of the Corporation by the
Secretary, not less than 30 days prior to the date of a meeting; provided,
however, that if fewer than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so delivered or received not later than the close of
business on the 7th day following the earlier of (i) the day on which such
notice of the date of such meeting was mailed, or (ii) the day on which such
public disclosure was made.

(b) A stockholder's notice to the Secretary shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director (w) the name, age, business address and residence address of such
person, (x) the principal occupation or employment of such person, (y) the class
and number of shares of the Corporation which are beneficially owned by such
person on the date of such stockholder's notice (z) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); and
(ii) as to the stockholder giving the notice (x) the name and address, as they
appear on the Corporation's books, of such stockholder and any other
stockholders known by such stockholder to be supporting such nominees and (y)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder on the date of such stockholder's notice and by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder's notice.

(c) No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.15. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

ARTICLE 4.

COMMITTEES.

SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than three nor more than ten members
of the Board of Directors, including the Chairman of the Board and the
President, and shall designate one of the members as its chairman.
Notwithstanding any limitation on the size of the Executive Committee, the
Committee may invite members of the Board to attend one at a time at its
meetings. For the purpose of the meeting he so attends, the invited director
shall be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

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At any time one additional director may be invited to an Executive Committee
meeting in addition to the rotational invitee and, in such case, such additional
invitee shall also be entitled to vote on matters considered at such meeting and
shall receive the Executive committee fee for such attendance.

Each member of the Executive Committee shall hold office, so long as he
shall remain director, until the first meeting of the Board of Directors held
after the next annual election of directors and until his successor is duly
appointed and qualified. 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 and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

The Board of Directors, by action of the majority of the whole Board,
shall fill vacancies in the Executive Committee.

SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee
shall fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held; or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

SECTION 4.04. Compensation. Each member of the Executive Committee
shall be entitled to receive from the Corporation such fee, if any, as shall be
fixed by the Board of Directors, together with reimbursement for the reasonable
expenses incurred by him in connection with the performance of his duties.

SECTION 4.05. Other Board Committees. The Board of Directors may, from
time to time, by resolution passed by a majority of the whole Board, designate
one or more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the Bylaws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

SECTION 4.06. Alternates. The Chairman of the Board or the President
may designate one or more directors as alternate members of any committee who
may act in the place and stead of members who temporarily cannot attend any
such meeting.

SECTION 4.07. Additional Committees. The Board of Directors may from
time to time create such additional committees of directors, officers, employees
or other persons designated by it (or any

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combination of such persons) for the purpose of advising the Board, the
Executive Committee and the officers and employees of the Corporation in all
such matters as the Board shall deem advisable and with such functions and
duties as the Board shall by resolutions prescribe.

A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

ARTICLE 5.

ACTIONS BY CONSENT.

SECTION 5.01. Consent by Directors. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if prior to such action a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board of such committee.

SECTION 5.02. Consent by Stockholders. Any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting
upon the written consent of the holders of shares of stock entitled to vote who
hold the number of shares which in the aggregate are at least equal to the
percentage of the total vote required by statute or the Articles of
Incorporation or these Bylaws for the proposed corporate action, and provided
that prompt notice of such action shall be given to all stockholders who would
have been entitled to vote upon the action if such meeting were held.

ARTICLE 6.

OFFICERS.

SECTION 6.01. Number. The principal officers of the Corporation shall
be a Chairman of the Board, a President, one or more Vice Chairmen, one or more
Vice Presidents (the number thereof and variations in title to be determined by
the Board of Directors), a Treasurer and a Secretary. In addition, there may be
such other or subordinate officers, agents and employees as may be appointed in
accordance with the provision of Section 6.03. Any two or more offices, except
those of President and Secretary, may be held by the same person.

SECTION 6.02. Election, Qualifications and Term of Office. Each officer
of the Corporation, except such officers as may be appointed in accordance with
the provisions of Section 6.03, shall be elected annually by the Board of
Directors and shall hold office until his successor shall have been duly elected
and qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The Chairman of the Board and the
President shall be and remain directors.

SECTION 6.03. Other Officers. The Corporation may have such other
officers, agents and employees as the Board of Directors may deem necessary,
including a Corporate Controller, one or more Assistant Corporate Controllers,
one or more Assistant Treasurers, and one or more Assistant Secretaries, each of
whom shall hold office for such period, have such authority, and perform such
duties as the Board of Directors or the President or other appointing officer
may from time to time determine. The Board of Directors may delegate to any
principal officer the power to appoint or remove any such subordinate officers,
agents or employees.

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SECTION 6.04. Mandatory Retirement. No officer of the Corporation shall
continue to hold office beyond the first day of the month following or
coinciding with his attaining age of 65, unless the Board of Directors
specifically authorizes such continuance on a year-to-year basis.

SECTION 6.05. Removal. Any officer may be removed, either with or
without cause, by a vote of a majority of the whole Board of Directors or,
except in case of any officer elected by the Board of Directors, by any
committee or officer upon whom the power of removal may be conferred by the
Board of Directors.

SECTION 6.06. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board or the
President. Any such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

SECTION 6.07. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filed for the
unexpired portion of the term in the manner prescribed in these Bylaws for
regular election or appointment to such office.

SECTION 6.08. 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 6.09. 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 the 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 6.10. Vice Chairmen and Vice Presidents. Each Vice Chairman and
each Vice President shall have such powers and perform such duties as the Board
of Directors or the Executive Committee may from time to time prescribe or as
shall be assigned to him by the President.

SECTION 6.11. Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and
shall deposit all such funds to the credit of the Corporation in such banks,
trust companies or other depositaries as shall be selected in accordance with
the provisions of these Bylaws; he shall disburse the funds of the Corporation
as may be ordered by the Board of Directors or the Executive Committee, making
proper vouchers for such disbursements, and shall render to the Board of
Directors or the stockholders, whenever the Board may require him so to do, a
statement of all his transactions as Treasurer or the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors, any committee of the Board designated by it so
to act or the President. The Treasurer may appoint, from time to time, one or
more Assistant Treasurers to carry out any or all of his responsibilities.

SECTION 6.12. Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these Bylaws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws; shall keep, or cause to be kept,
the list of stockholders as

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required by Section 2.09, which include post-office addresses of the
stockholders and the number of shares held by them, respectively, and shall make
or cause to be made, all proper changes therein, shall see that the books,
reports, statements, certificates and all other documents and records required
by law are properly kept and filed; and, in general, shall perform all duties
incident to the office of Secretary and such other duties as may from time to
time be assigned to him by the Board of Directors, the Executive Committee or
the President. The Secretary may appoint, from time to time, one or more
Assistant Secretaries to carry out any or all of his responsibilities.

SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
Corporation.

SECTION 6.14. CEO and Chairman Succession; Board Composition. The Board
of Directors has resolved that Mr. Charles K. Gifford shall be the successor to
Mr. Terrence Murray as the Chief Executive Officer of the Corporation, with such
succession to become effective on the CEO Succession Date (as defined below),
and that Mr. Gifford shall be the successor to Mr. Murray as the Chairman of the
Corporation, with such succession to become effective on the Chairman Succession
Date (as defined below). Until immediately prior to the commencement of the
first annual meeting of stockholders of the Corporation following the Chairman
Succession Date, (i) the ratio of Continuing Fleet Directors to Continuing
BankBoston Directors shall be maintained at 12 to 10 and all vacancies on the
Board of Directors created by the cessation of service of a Continuing Fleet
Director shall be filled by a nominee selected by a majority of the Continuing
Fleet Directors and all vacancies on the Board created by the cessation of
service of a Continuing BankBoston Director shall be filled by a nominee
selected by a majority of the Continuing BankBoston Directors and (ii) the
Continuing Fleet Directors and the Continuing BankBoston Directors shall be
apportioned among the three classes of the Board of Directors such that the
ratio of Continuing Fleet Directors to Continuing BankBoston Directors is 4 to 4
in one class, 5 to 4 in one class and 3 to 2 in the remaining class. The
provisions of this Section 6.14 may be modified, amended or repealed, and any
Bylaw provision inconsistent with the provisions of this Section 6.14 may only
be adopted, by an affirmative vote of at least 75 percent of the entire Board of
Directors then in office and any action taken by the Board of Directors with
respect to the subject matter of this Section 6.14 may only be taken at a
meeting at which 66-2/3% of the directors then in office are in attendance in
person or by telephone. In the event of any inconsistency between any other
provision of these Bylaws and any provision of this Section 6.14, the provisions
of this Section 6.14 shall control. The resolutions adopted by the Board of
Directors nominating any person for election to the Board of Directors in
accordance with the prior sentences will designate such person as a "Continuing
Director" for purposes of Article Seventh and Article Ninth of the Corporation's
Restated Articles of Incorporation. Until the Chairman Succession Date, the
removal of Mr. Gifford from any of the positions specifically provided for in
this Section 6.14 and in the employment agreement between the Corporation and
Mr. Gifford (the "Employment Agreement"), and any amendment to or termination of
the Employment Agreement shall require the affirmative vote of at least 75
percent of the entire Board of Directors then in office.

The "CEO Succession Date" shall mean December 31, 2001 or any such
earlier date as of which Mr. Murray ceases for any reason to serve in the
position of Chief Executive Officer of the Corporation.

The "Chairman Succession Date" shall mean December 31, 2002 or any such
earlier date as of which Mr. Murray ceases for any reason to serve in the
position of Chairman of the Corporation.

"Continuing Fleet Directors" shall mean the directors of Fleet as of
October 1, 1999 who were selected to be directors of Fleet by the Board of
Directors of Fleet prior to the Effective Time of the


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Merger and any additional directors of the Corporation who take office after the
Effective Time who are nominated by a majority of the Continuing Fleet
Directors.

"Continuing BankBoston Directors" shall mean the directors of Fleet as
of October 1, 1999 who were selected to be directors of Fleet by the Board of
Directors of BankBoston prior to the Effective Time of the Merger and any
additional directors of the Corporation who take office after the Effective Time
who are nominated by a majority of the Continuing BankBoston Directors.


ARTICLE 7.

INDEMNIFICATION.

SECTION 7.01. Right to Indemnification. Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director,
officer, employee or agent of the Corporation or, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of any foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, whether the basis of such proceeding is alleged action (or failure
to act) in an official capacity as a director, officer, employee or agent, or in
any other capacity while serving as a director, officer, employee or agent shall
be indemnified and held harmless by the Corporation to the fullest extent
permitted by the Rhode Island General Laws, as the same shall exist from time to
time (but, in the case of an amendment to said General Laws, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said General Laws permitted the Corporation to provide prior to such
amendment) against all expenses, liability and loss (including judgments,
penalties, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees) actually incurred by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; provided, however, that the
Corporation shall indemnify any such person seeking indemnity in connection with
a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
Such right shall be a contract right and shall include the right to be paid by
the Corporation for expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Rhode Island
General Laws so require, the payment of such expenses incurred by a director,
officer, employee or agent in such person's capacity as a director, officer,
employee or agent of the Corporation (and not in any other capacity in which
service was or is rendered by such person while a director, officer, employee or
agent, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made only upon
delivery to the Corporation by the indemnified party of a written affirmation of
such party's good faith belief that such party has met the applicable standards
of conduct and of an undertaking, by or on behalf of such party, to repay all
amounts so advanced if it shall ultimately be determined that such party is not
entitled to be indemnified under this Section 7.01 or otherwise. Determinations
and authorizations of payment under this Section 7.01 shall be made in the same
manner as the determination that indemnification is permissible.

SECTION 7.02. Right of Claimant to Bring Suit. If a claim under Section
7.01 is not paid in full by the Corporation within 90 days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce

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the claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required written affirmation and undertaking has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Rhode Island General Laws for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense by clear and convincing evidence shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its stockholders or independent legal counsel) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances, nor an actual determination by the
Corporation (including its Board of Directors, its stockholders or independent
legal counsel) that the claimant has not met such applicable standards of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standards of conduct.

SECTION 7.03. Non-Exclusivity of Rights. The rights conferred on any
person by Sections 7.01 and 7.02 of this Article 7 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provisions of the Articles of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

SECTION 7.04. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was a
director, officer, employee or agent of the Corporation, or who, while a
director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of any foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, against any such
expenses, liability or loss, whether or not the Corporation would have the power
to indemnify such a person against such expenses, liability or loss under the
Rhode Island General Laws.

ARTICLE 8.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 8.01. Execution of Contracts. Unless the Board of Directors or
the Executive Committee shall otherwise determine, the Chairman of the Board,
the President, any Vice President or Treasurer and the Secretary or any
Assistant Secretary may enter into any contracts or execute any contract or
other instrument, the execution of which is not otherwise specifically provided
for, in the name and on behalf of the Corporation. The Board of Directors, or
any committee designated thereby with power so to act, except as otherwise
provided in these Bylaws, may authorize any other or additional officer or
officers or agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation,
and such authorized may be general or confined to specific instances. Unless
authorized so to do by these Bylaws or by the Board of Directors or by any such
committee, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniary for any purpose or to any amount.

SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted by its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board so to act. Such authority
may be general or confined to specific instances. When so authorized, the
officer or officers thereunto authorized may effect loans and advances at any
time for the Corporation from any bank, trust company or other institution, or
from any firm, corporation or individual, and for such loans and advances may
make, executive and deliver promissory notes or other evidences of indebtedness
and liabilities of the Corporation, may mortgage, pledge, hypothecate or
transfer any real or personal property at any time

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owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise transfer such property.

SECTION 8.03. Checks, Drafts, Etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes, or other
evidence of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, agent or agents, attorney or attorneys, employee or employees, of the
Corporation as shall from time to time be determined by resolution of the Board
of Directors or Executive Committee or other committee designated by the Board
so to act.

SECTION 8.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
or Executive Committee or other committee designated by the Board so to act may
from time to time designate, or as may be designated by any officer or officers
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors or Executive Committee or other committee designated by the
Board so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation, all checks, drafts and other
orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such manner as may from time to time be
designated or determined by resolution of the Board of Directors or Executive
Committee or other committee designated by the Board so to act.

SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or the
Executive Committee or other committee so designated to act by the Board, the
Chairman of the Board or the President or any Vice President or the Secretary or
any Assistant Secretary may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast votes which the Corporation may be entitled to cast as the
holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

ARTICLE 9.

BOOKS AND RECORDS.

SECTION 9.01. Place. The books and records of the Corporation may be
kept at such places within or without the State of Rhode Island as the Board of
Directors from time to time may determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the Board of Directors.

SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish
to the Secretary of the Corporation or to the transfer agent of the Corporation
an address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

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SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding 60 days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
any rights, or the date when any change or conversion or exchange of capital
stock of the Corporation shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting or any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect to any
change, conversion or exchange of capital stock of the Corporation, or to give
such consent, and in each case such stockholders of record on the date so fixed
shall be entitled to notice of, or to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

SECTION 9.04. Audit of Books and Accounts. The books and accounts of
the Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

ARTICLE 10.

SHARES AND THEIR TRANSFER.

SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Each such certificate shall be signed by the Chairman
of the Board or the President or a Vice President and the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation; signed or countersigned by a transfer agent or registrar and sealed
with the seal of the Corporation. Any or all of the signatures on such
certificate and the seal of the Corporation may be in facsimile form. In case
any officer or officers, transfer agent or registrar who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers, transfer
agent or registrar of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers, transfer agent or
registrar of the Corporation.

SECTION 10.02. Record. A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate for
stock of the Corporation issued, the number of shares represented by each such
certificate, the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards to the
Corporation.

SECTION 10.03. Transfer of Stock. Transfer of shares of stock of the
Corporation shall be made on the books of the Corporation only by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

SECTION 10.04. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board of Directors or Executive Committee
shall so determine, maintain one or more transfer offices or agencies, each in
charge of a transfer agent designated by the Board of Directors, where

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the shares of the capital stock of the Corporation shall be directly
transferable, and also if and whenever the Board of Directors shall so
determine, maintain one or more registry offices, each in charge of a registrar
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificate for shares of the capital stock of the
Corporation.

SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of
the alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

ARTICLE 11.

SEAL.

The Board of Directors shall provide a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1970, Rhode Island".

ARTICLE 12.

FISCAL YEAR.

The fiscal year of the Corporation shall be the calendar year.

ARTICLE 13.

WAIVER OF NOTICE.

Whenever any notice whatever is required to be given by statute, these
Bylaws or the Articles of Incorporation, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
state therein, shall be deemed equivalent thereto.

ARTICLE 14.

AMENDMENTS.

These Bylaws may be altered, amended or repeated in whole or in part,
and new Bylaws may be adopted in whole or in part, only by the affirmative vote
of 80% of the Board of Directors and a majority of the Continuing Directors (as
defined in Article SEVENTH of the Articles of Incorporation) or by the
stockholders as provided in the Articles of Incorporation and applicable law. No
amendment may be made unless the Bylaw, as amended, is consistent with the
requirements of law and the Articles of Incorporation.