FLEET FINANCIAL GROUP, INC.
                               TRUST AGREEMENT FOR
                EXECUTIVE DEFERRED COMPENSATION PLANS NO. 1 AND 2

                               (1997 RESTATEMENT)


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                               TRUST AGREEMENT FOR
                EXECUTIVE DEFERRED COMPENSATION PLANS NO. 1 AND 2

         This Agreement made as of this 17th day of December, 1997 by and
between Fleet Financial Group, Inc. (the "Company"), whose address is One
Federal Street, Boston, Massachusetts 02110 and Fleet National Bank (the
"Trustee"), of One Monarch Place, Springfield, Massachusetts 01102.

                                   WITNESSETH

         WHEREAS the Company has adopted certain unfunded plans and arrangements
providing deferred compensation and supplemental executive retirement benefits
for certain executive employees, former executive employees and their
beneficiaries; and

         WHEREAS the Company established a trust (the "Trust") and transferred
to the Trust assets which shall be held therein, subject to the claims of the
Company's creditors in the event of the Company's Insolvency, as hereinafter
defined, until paid to Trust Beneficiaries, as hereinafter defined, in such
manner and at such times as hereinafter specified; and

         WHEREAS the Company desires to make additional changes to this Trust
Agreement;

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

SECTION 1.  TRUST FUND

         (a) Subject to the claims of its creditors as set forth in Section 5,
the Company hereby deposits with the Trustee in trust one hundred dollars ($100)
which shall become the principal of the Trust to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.

         (b) The purpose of the Trust is to pay as they come due benefits under
specified benefit plans and arrangements of the Company and its subsidiaries.
The Company shall specify which of such plans and arrangements are to be
associated with this Trust (the "Benefit Plans") by designating them on Schedule
B to this Agreement as from time to time in effect. The Company shall also
specify on Schedule B, either by name or



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otherwise, which of its employees and the employees of its subsidiaries, and
their beneficiaries, are eligible to receive benefit payments hereunder (each
such person is referred to herein as a "Trust Beneficiary").

         (c) The Trust hereby established shall become irrevocable upon a Change
of Control, as hereinafter defined as to all amounts held in Trust as of the
Change of Control and all amounts contributed in Trust thereafter, and earnings
on such amounts. Prior to a Change of Control the Trust may be revoked by the
Company at any time by a writing delivered to the Trustee. Upon such revocation,
all amounts held in the Trust shall be paid to, or upon the direction of, the
Company.

         (d) The Trust is intended to be a trust of which the Company is treated
as the owner under Subpart E of Subchapter J, Chapter 1 of the Internal Revenue
Code of 1986, as from time to time amended, and shall be construed accordingly.

         (e) The principal of the Trust and any earnings thereon which are not
returned to the Company in accordance with the specific provisions of this
Agreement or used to defray the expenses of the Trust shall be used exclusively
for the benefit of Trust Beneficiaries subject in every case to the provisions
of Section 5 (relating to Insolvency of the Company). The Trust Beneficiaries
shall not have any preferred claim on, or any beneficial ownership interest in,
any assets of the Trust prior to the time such assets are distributed hereunder,
and all rights of Trust Beneficiaries created under any of the Benefit Plans or
under this Trust Agreement shall be mere unsecured contractual rights against
the Company.

SECTION 2.  CHANGE OF CONTROL

         For all purposes of this Agreement, "Change of Control" means a Change
of Control, as defined in Schedule A hereto, of the Company.

SECTION 3.  CONTRIBUTIONS TO THE TRUST

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         (a) The Company may at any time and from time to time make additional
deposits of cash or other property in Trust with the Trustee to augment the
principal to be held, administered and disposed of by the Trustee as provided in
this Trust Agreement. Upon a determination by the Board of Directors of the
Company that a Change of Control is imminent, the Company shall contribute to
the Trust, except as the Board of Directors of the Company shall otherwise
specify, the full amount anticipated to be required under paragraph (c) below.
Upon the actual occurrence of a Change of Control, the Company shall make such
additional contributions to the Trust as are required by paragraph (c). Prior to
a Change of Control, the Company may at any time withdraw from the Trust such
amounts as it may designate in writing to the Trustee.

         (b) Contributions to the Trust and earnings thereon shall be allocated,
in such manner as the Company shall designate in writing to the Trustee prior to
a Change of Control, among the benefits payable under specified Benefit Plans.
The allocations described in this paragraph shall not require the segregation or
separate investment of any assets held in Trust, and nothing in this paragraph
shall be construed as conferring on any Trust Beneficiary any rights in specific
assets of the Trust.

         (c) Within 90 days after a Change of Control (or 180 days, if the
Company delivers to the Trustee evidence satisfactory to the Trustee that the
computations necessary hereunder cannot be completed in 90 days), the Company
shall contribute to the Trust the present value, determined as hereinafter
provided, of all benefits remaining to be paid under the Benefit Plans
designated on Schedule B as in effect immediately prior to the Change of
Control, including benefits in pay status and benefits payable in the future in
respect of persons not yet retired, less amounts previously contributed to the
Trust in respect of each such Benefit Plan and less any such amounts paid
directly to Trust Beneficiaries by the Company following the Change of Control.
The present value of benefits payable in the future shall be determined using
the assumptions set forth in Schedule C to this Agreement as in effect
immediately prior to the Change of Control. The Trustee shall have no
responsibility for determining the adequacy of any amount contributed hereunder.

         (d) Amounts transferred to the Trust in respect of the Benefit Plans
above, shall be held in Trust until distributed in accordance with this
Agreement and the provisions of Schedule B.

         (e) In addition to the contributions described above in this Section,
the Company shall within 15 days of a Change of Control deposit an amount
determined as hereafter provided for use in helping to defray the legal expenses
of Trust Beneficiaries in enforcing their rights under the Benefit Plans. The
amounts to be deposited in the Trust


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in accordance with the immediately preceding sentence shall be the amount fixed
by the Human Resources and Planning Committee of the Board of Directors of the
Company, or any successor committee of said Board (the "Committee"), prior to
the Change of Control; provided, that if no such amount is fixed, the amount to
be deposited shall be 15 percent of the present value of all benefits as
determined under paragraph (c) above of this Section 3; and further provided,
that such amount shall not exceed [amount to be inserted].

SECTION 4.  PAYMENTS TO TRUST BENEFICIARIES

         (a) The Trustee shall make payments of benefits to Trust Beneficiaries
from the assets of the Trust in accordance with the provisions of Schedule B and
the other terms of this Agreement, as from time to time in effect.

         (b) Schedule B as from time to time in effect shall specify the
amounts, or the bases for determining the amounts, payable to each Trust
Beneficiary under each Benefit Plan. The Company may at any time and from time
to time modify or supplement the provisions of Schedule B by delivery of an
instrument in writing to the Trustee; provided, however, that following a Change
of Control no such modification or supplement shall reduce the benefits payable
hereunder to any person then designated as a Trust Beneficiary with respect to a
plan or arrangement then specified as a Benefit Plan below the level specified
by the terms of such Benefit Plan as in effect immediately prior to the Change
of Control, except by reason of the correction of a clear error or unless such
Trust Beneficiary consents in writing to such modification or supplement.
Nothing in the preceding sentence shall require payment hereunder, following a
Change of Control, of benefits that would not be payable (e.g., because of
termination for cause) under the express terms of a Benefit Plan in effect
immediately prior to the Change of Control. Prior to a Change of Control the
name of any Trust Beneficiary and any other benefit information, including the
designation of Benefit Plans. may be added to or deleted from Schedule B in the
discretion of the Company.

         (c) Upon receipt of evidence satisfactory to the Trustee that a benefit
otherwise payable hereunder has been paid by the Company directly to a Trust
Beneficiary, the Trustee shall reimburse the Company for such payment. The
Trustee shall not be obligated to make any reimbursement hereunder unless it
receives such evidence of payment by the Company at least three (3) business
days prior to the scheduled date for payment of the benefit from the Trust.


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SECTION 5. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN
COMPANY INSOLVENT

         (a) The Company shall be considered "Insolvent" for purposes of this
Trust Agreement if (i) the Company is unable to pay its debts as they mature, or
(ii) the Company is subject to a pending proceeding as a debtor under the
Bankruptcy Code.

         (b) At all times during the continuance of this Trust, the principal
and income of the Trust shall be subject to claims of general creditors of the
Company, but only to the extent hereafter set forth. If at any time the Trustee
has actual knowledge, or has determined, that the Company is Insolvent, the
Trustee shall deliver any undistributed principal and income in the Trust to
satisfy such claims as a court of competent Jurisdiction may direct. The Board
of Directors and the Chief Executive Officer, or if he shall have delegated the
responsibility to the Chief Financial Officer, the Chief Financial Officer of
the Company shall have the duty to inform the Trustee of the Company's
Insolvency. If the Company or a person claiming to be a creditor of the Company
alleges in writing to the Trustee that the Company has become Insolvent, the
Trustee shall independently determine, within thirty (30) days after receipt of
such notice, whether the Company is Insolvent and, pending such determination,
shall discontinue payments of benefits to Trust Beneficiaries. shall hold the
Trust assets for the benefit of the Company's general creditors, and shall
resume payment of benefits to Trust Beneficiaries in accordance with Section 4
of this Trust Agreement only after the Trustee has determined that the Company
is not Insolvent (or is no longer Insolvent, if the Trustee initially determined
the Company to be Insolvent). Unless the Trustee has actual knowledge of the
Company's Insolvency or has received an allegation of Insolvency as provided in
the preceding sentence, the Trustee shall have no duty to inquire whether the
Company is Insolvent. The Trustee may in all events rely on such evidence
concerning the Company's solvency as may be furnished to the Trustee which will
give the Trustee a reasonable basis for making a determination concerning the
Company's solvency. Nothing in this Trust Agreement shall in any way diminish
any rights of any Trust Beneficiary to pursue his or her rights as a general
creditor of the Company with respect to his or her benefits hereunder or
otherwise.

         (c) If the Trustee discontinues payments of benefits from the Trust and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments which would
have been made to Trust Beneficiaries in accordance with Schedule B during the
period of such discontinuance, less the aggregate amount of payments made to
Trust Beneficiaries by the Company in lieu of the payments provided for
hereunder during any such period of discontinuance (together with interest on
the amount delayed at the prime rate then in effect at the


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Trustee on the date of said payment).

SECTION 6.  INVESTMENT OF PRINCIPAL AND INCOME

         Prior to a Change of Control, the Trustee shall invest the principal of
the Trust and any earnings thereon in accordance with such investment
objectives, policies and restrictions as the Company may from time to time
prescribe, or, if the Company has appointed an investment manager to manage or
direct the investment of some or all of the assets of the Trust, in accordance
with the directions of such investment manager. The Trustee shall have no duty
to inquire into or review the aforesaid investment objectives, policies, or
restrictions. or the investments made pursuant to the directions of an
investment manager. In no event, however, shall assets held in the Trust be
invested in securities or obligations issued by the Company or any affiliate of
the Company. Following a Change of Control, the Trustee shall invest the assets
of the Trust as it determines in its sole discretion, in any form of tangible or
intangible property, real or personal, or in the securities or obligations of
any form of enterprise whenever it may be located (other than in securities or
obligations of the Company or any affiliate of the Company).

SECTION 7.  DISPOSITION OF PRINCIPAL AND INCOME

         During the term of this Trust, all principal amounts contributed to the
Trust and all interest thereon, net of expenses, shall be accumulated and
reinvested for the purposes herein provided. Subject to the provisions of
Sections l(c), 3(a), 4 and 12, the Company shall have no right or power to
direct the Trustee to return to the Company or to direct to others any of the
Trust assets before all payments of benefits payable under the Trust, and all
payments in respect of legal expenses incurred to enforce rights to such
benefits, have been made to Trust Beneficiaries. Upon payment of all such
benefits and legal expenses, the Trustee shall return to the Company all
amounts, if any, then remaining in the Trust.

SECTION 8.  ACCOUNTING BY THE TRUSTEE

         The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other actions required to be done,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. All such accounts, books and records shall be open to
inspection and audit at all reasonable times by the Company. Within sixty (60)
days following the close of each calendar year and


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within sixty (60) days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year as the date of such
removal or resignation, as the case may be.

SECTION 9.  RESPONSIBILITY OF THE TRUSTEE

         (a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided, however, that the
Trustee shall incur no liability to anyone for any action reasonably taken in
accordance with a written direction, request, or approval given by the Company
or by an investment manager appointed by the Company that is contemplated by and
complies with the terms of this Trust Agreement, including distributions made in
accordance with Schedule B as from time to time in effect, and to that extent
shall be relieved of the prudent person rule for investments.

         (b) The Company agrees to indemnify the Trustee against all loss or
expense incurred by the Trustee under this Agreement, except that in no event
shall the Company indemnify the Trustee against any loss or expense incurred by
reason of the Trustee's own negligence or misconduct. Without limiting the
foregoing, the Trustee shall not be required to undertake or to defend on behalf
of any person any litigation arising in connection with this Trust agreement,
unless it be first indemnified by the Company against its prospective costs,
expenses and liability.

         (c) The Trustee may consult with legal counsel (who may also be counsel
for the Trustee generally) with respect to any of its duties or obligations
hereunder, including any determination as to whether a Change of Control has
occurred or as to whether the Company is Insolvent, and shall not be held
responsible for acting or refraining from acting in accordance with the advice
of any such counsel selected with reasonable care.

         (d) The Trustee may hire agents, legal counsel, accountants, actuaries,
investment managers and financial consultants.


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        (e) The Trustee shall have, without exclusions, all powers conferred on
trustees by applicable law unless expressly provided otherwise herein.

        (f) Nothing in this Trust Agreement shall be construed as constituting
the Trustee plan "administrator," as that term is defined in Section 3(16) of
ERISA, of any plan or arrangement pursuant to which benefits are provided
hereunder.

SECTION 10.  COMPENSATION AND EXPENSES OF THE TRUSTEE

        The Trustee shall be entitled to receive such reasonable compensation
for its services as shall be agreed upon by the Company and the Trustee. The
Trustee shall also be entitled to receive its reasonable expenses incurred with
respect to the administration of the Trust. All such compensation and expenses
shall be payable by the Company, but if not paid by the Company shall be a
charge against and may be paid from the assets of the Trust.

SECTION 11.  REPLACEMENT OF THE TRUSTEE

        The Trustee may be removed by the Company at any time prior to a Change
of Control, or may resign at any time, in either case by notice in writing. Upon
the removal or the resignation of the Trustee, a new trustee, which shall be a
bank or trust company having a combined capital and surplus of not less than
$50,000,000 shall be appointed by the Company. Following a Change of Control,
the Trustee cannot be removed by the Company; provided, however, if at the time
of a Change of Control the Trustee is Fleet National Bank, or its successor, or
any other entity affiliated with (i) the Company or (ii) any individual, entity,
or group acquiring beneficial ownership or control of the Company in connection
with a Change of Control, the Company shall within 15 days remove said Trustee
and appoint an unaffiliated bank or trust company which meets the capital and
surplus requirements of this Section 11.


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SECTION 12.  AMENDMENT OR TERMINATION

        (a) This Trust Agreement may be amended at any time and to any extent by
a written instrument executed by the Committee or the Company; provided, that no
such amendment that would increase the duties or responsibilities of the Trustee
shall be effective unless the Trustee shall have consented thereto; and further
provided, that following a Change of Control no amendment having an adverse
effect on the benefits or legal expenses payable hereunder to any Trust
Beneficiary shall be effective without the written consent of such Trust
Beneficiary; and further provided, that following a Change of Control the
provisions of this Section 12 may not be amended.

        (b) The Trust shall not terminate until the date on which the last Trust
Beneficiary ceases to be entitled to benefits payable under the Trust, unless
sooner revoked in writing in accordance with Section 1.

        (c) Upon termination of the Trust or upon revocation of the Trust under
Section 1, all assets remaining in the Trust shall be returned to the Company.

SECTION 13.  SEVERABILITY AND ALIENATION

         (a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition without invalidating the
remaining provisions hereof.

         (b) To the extent permitted by law, benefits to Trust Beneficiaries
under this Agreement may not be anticipated, assigned (either at law or in
equity), alienated or subject to attachment, garnishment, levy, execution or
other legal or equitable process and no benefit actually paid to Trust
Beneficiaries by the Trustee shall be subject to any claim for repayment by the
Company or the Trustee.

SECTION 14.  GOVERNING LAW

         This Trust Agreement shall be governed by and construed in accordance
with the laws of Rhode Island.

SECTION 15.  COUNTERPARTS


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         This agreement shall be executed in duplicate counterparts, one of such
counterpart for each party hereto and each copy of which shall serve as an
original for all purposes, but both counterpart copies shall constitute one and
the same agreement.

         IN WITNESS WHEREOF, the Company and the Trustee have executed this
Agreement as of the date first above written.

                                         FLEET FINANCIAL GROUP, INC.


                                         By /s/ WILLIAM C. MUTTERPERL
                                            -------------------------

                                         FLEET NATIONAL BANK


                                         By  /s/ DONALD JONES
                                            -----------------



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                                   SCHEDULE A

                           To The Trust Agreement For
                Executive Deferred Compensation Plans No. 1 and 2

                        Definition of "Change of Control"

         "Change of Control" shall mean:

         (a) The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 25 % or more of the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock"); provided, however, that any
acquisition by the Company or its subsidiaries, or any employee benefit plan (or
related trust) of the Company or its subsidiaries, of 25% or more of the
Outstanding Company Common Stock shall not constitute a Change of Control; and
provided, further that any acquisition by a corporation with respect to which,
following such acquisition, more than 50% of the then outstanding shares of
common stock of such corporation is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock immediately prior
to such acquisition in substantially the same proportion as their ownership
immediately prior to such acquisition of the Outstanding Company Common Stock,
shall not constitute a Change of Control; or

         (b) Individuals who, as of January 1, 1996, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided that any individual becoming a director subsequent to January 1,
1996 whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Company (as
such terms are used in Rule 14a- 11 of Regulation 14A promulgated under the
Exchange Act); or

         (c) Consummation of a reorganization, merger, consolidation, sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company


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Common Stock immediately prior to such Business Combination do not, following
such Business Combination, beneficially own, directly or indirectly, more than
50% of the then outstanding shares of common stock of the corporation resulting
from such a Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries).

         (d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

         Anything in this Agreement to the contrary notwithstanding, if an event
that would, but for this paragraph, constitute a Change of Control results from
or arises out of a purchase or other acquisition of the Company, directly or
indirectly, by a corporation or other entity in which any Trust Beneficiary has
a greater than ten percent (10%) direct or indirect equity interest. such event
shall not constitute a Change of Control solely with respect to such Trust
Beneficiary.




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                                   SCHEDULE B

                           To The Trust Agreement For
                Executive Deferred Compensation Plans No. 1 and 2


I.       List of Benefit Plans and Amendments to be Funded by Trust

         Executive Deferred Compensation Plan No. 1

         Executive Deferred Compensation Plan No. 2


II.      Trust Beneficiaries and Amounts or Basis for Determining Amounts
         Payable to each Trust Beneficiary under each Benefit Plan listed in
         I above


         The identification of Trust Beneficiaries (active and inactive) and
         their Plan

         Values may be obtained from the Director of Corporate Benefits.


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                                   SCHEDULE C

                           To The Trust Agreement For
                Executive Deferred Compensation Plans No. 1 and 2


Mortality:        80% of 83GAM
Discount Rate:    7%
[other assumptions to be inserted]



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