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<page> Certificate of Trust of Fleet Capital Trust VIII This Certificate of Trust of Fleet Capital Trust VIII Dated March 16, 1998, Is Hereby Duly Executed and Filed by the Undersigned, as Trustees of Fleet Capital Trust VIII, 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 VIII." 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 [Signatures Continued on Next Page] <page> First Chicago Delaware Inc., as Trustee By: /S/ John R. Prendiville Name: John R. Prendiville Title: Vice President
