**Conditional Approval #450**

February 13, 2001 **March 2001**

Mr. Bruce W. Raphael

Edwards & Angell, LLP

101 Federal Street

Boston, Massachusetts 02110-1800

Dear Mr. Raphael:

This is to inform you that on February 12, 2001, the Office of the
Comptroller of the Currency (OCC) conditionally approved the application
to merge Summit Bank, Hackensack, New Jersey; Summit Bank, Norwalk,
Connecticut; and, Summit Bank, Bethlehem, Pennsylvania into and under
the charter and title of Fleet National Bank, Providence, Rhode Island.
This preliminary approval also encompasses the resulting bank's plans to
issue noncumulative perpetual preferred stock and to retain two Summit
Bank, Hackensack, New Jersey operating subsidiaries as finance
subsidiaries which will engage in insurance brokerage activities. A copy
of our Decision Statement is enclosed.

This approval is granted based on a thorough review of all information
available, including commitments and representations made in the
application and the merger agreement and those of your representatives.

This approval was granted based on a thorough review of all information
available, including commitments and representations made in the
application and those of your representatives.

This approval is also subject to the following conditions:

a\) Fleet shall comply with the divestiture agreement between Fleet and
the Department of

Justice dated January 25, 2001.

b\) Within thirty days of consummation, Fleet shall divest all
nonconforming Summit Bank marketable securities. Within two years of
consummation, Fleet shall divest or bring into conformance, all
remaining Summit Bank nonconforming assets.

Please note that the above conditions to this approval are conditions
"imposed in writing by the agency in connection with the granting of any
application or other request" within the meaning of 12 USC 1818. As
such, the conditions are enforceable under 12 USC 1818.

Based upon the OCC's investigation and the bank's representations, we
found that approval of the proposed transaction was consistent with the
Community Reinvestment Act. In addition, the OCC determined that the
legal, policy and procedural requirements for this proposal were
satisfied.

We will not issue a letter certifying consummation of the transaction
until this Office has been first furnished with the following documents
executed in the original:

1\) the merger agreement with articles of association for the resultiung
bank attached;

2\) a secretary's certificate for each institution, certifying that a
majority of the board

of directors has agreed to the merger; and,

3\) a secretary's certificate for each institution, certifying that a
majority of the

shareholders have ratified the merger.

As a reminder, this Office must be advised in writing in advance of the
desired effective date for the merger so that the OCC may issue the
necessary certification letter. The effective date must follow the
applicable Department of Justice injunction period and any other
required regulatory approval.

If the merger is not consummated within one year from the approval date,
the approval shall automatically terminate, unless the OCC grants an
extension of the time period. A separate letter is enclosed requesting
your opinion on how we handled your application. We would appreciate
your response so we may improve our service.

In the event of questions, I may be contacted at 202-874-5060 or at the
following e-mail address: LargeBanks@occ.treas.gov. Please include the
application control number in all correspondence.

Sincerely,

**-signed-**

Richard T. Erb

Licensing Manager

Large Bank Licensing

Enclosure: Survey Letter

Application Control Number: 2000-ML-02-0032