Fleet Capital Trust I Sample Contracts

ARTICLE II TRUST INDENTURE ACT
Preferred Securities Guarantee Agreement • December 18th, 1996 • Fleet Capital Trust I • National commercial banks • New York
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ACCEPTED: Sincerely, FLEET FINANCIAL GROUP, INC. GEORGESON & COMPANY INC.
Letter of Agreement • December 24th, 1996 • Fleet Capital Trust I • National commercial banks

out of Georgeson's fulfillment of the Agreement (except for any loss, damage, expense, liability or claim arising out of Georgeson's own negligence or misconduct). At its election, Fleet may assume the defense of any such action. Georgeson hereby agrees to advise Fleet of any such liability or claim promptly after receipt of any notice thereof. The indemnification contained in this paragraph will survive the term of the Agreement. 7. Georgeson agrees to preserve the confidentiality of all non-public information provided by Fleet or its agents for our use in providing services under this Agreement, or information developed by Georgeson based upon such non-public information. If the above is agreed to by you, please sign and return the enclosed duplicate of this Agreement to Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005, Attention: Marcy Roth, Contract Administrator.

Exhibit 1(a) FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 24th, 1996 • Fleet Capital Trust I • National commercial banks • New York
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