FLEET BOSTON CORP
S-3/A, 1999-12-09
NATIONAL COMMERCIAL BANKS
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<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1999



                                                      REGISTRATION NO. 333-86829

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------


                                AMENDMENT NO. 1


                                       TO


                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------


<TABLE>
              <S>                                 <C>                                       <C>
              FLEET BOSTON CORPORATION                    RHODE ISLAND                          05-0341324
              FLEET CAPITAL TRUST VI                        DELAWARE                            04-6861970
              FLEET CAPITAL TRUST VII                       DELAWARE                            04-6861971
              FLEET CAPITAL TRUST VIII                      DELAWARE                            04-6861972
              FLEET CAPITAL TRUST IX                        DELAWARE                            04-6874162
              FLEET CAPITAL TRUST X                         DELAWARE                            04-6874161
              (EXACT NAME OF ISSUER AS           (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
              SPECIFIED IN ITS CHARTER)                 INCORPORATION OR                    IDENTIFICATION NO.)
                                                         ORGANIZATION)
</TABLE>


                            ------------------------
                               ONE FEDERAL STREET

                          BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                        OF PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                          WILLIAM C. MUTTERPERL, ESQ.


            EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL


                            FLEET BOSTON CORPORATION

                               ONE FEDERAL STREET
                          BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:

<TABLE>
<S>                                <C>                                <C>
     LAURA N. WILKINSON, ESQ.           VINCENT J. PISANO, ESQ.           B. ROBBINS KIESSLING, ESQ.
      EDWARDS & ANGELL, LLP              SKADDEN, ARPS, SLATE,             CRAVATH, SWAINE & MOORE
       ONE BANKBOSTON PLAZA                MEAGHER & FLOM LLP         WORLDWIDE PLAZA, 825 EIGHTH AVENUE
  PROVIDENCE, RHODE ISLAND 02903            919 THIRD AVENUE               NEW YORK, NEW YORK 10019
          (401) 274-9200                   NEW YORK, NY 10022                   (212) 474-1000
                                             (212) 735-3000
</TABLE>

                            ------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement as determined by
market conditions.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registrations statement
for the same offering.  [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [X]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
                                (See next page)
                            ------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed maximum     Proposed maximum
            Title of each class                   Amount to be        offering price     aggregate offering       Amount of
       of securities to be registered            registered(1)         per unit(2)            price(3)         registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                  <C>                  <C>
Debt Securities(4)..........................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $1.00 per
  share(6)(7)...............................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Depositary Shares(7)........................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
  share(8)..................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Warrants(9).................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
  VI(10)....................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
  VII(10)...................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
  VIII(10)..................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
  IX(10)....................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
  X(10).....................................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantees by Fleet Boston Corporation of
  the above-reference preferred
  securities(11)............................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Debentures of Fleet
  Boston Corporation(10)....................          (5)                  (5)                  (5)                  (5)
- ---------------------------------------------------------------------------------------------------------------------------------
        Total...............................   $2,351,868,750(12)          100%          $2,351,868,750(12)        N/A(13)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



 (1) This Registration Statement also registers, where required, an
     indeterminate amount of securities to be sold by affiliates of Fleet Boston
     Corporation ("FleetBoston") in market-making transactions.


 (2) The proposed maximum offering price per unit will be determined from time
     to time by FleetBoston in connection with the issuance by FleetBoston of
     the securities registered hereunder.

 (3) The proposed maximum aggregate offering price has been estimated solely for
     the purpose of calculating the registration fee pursuant to Rule 457(o)
     under the Securities Act of 1933.

 (4) Subject to note (12) below, there is being registered hereunder an
     indeterminate principal amount of Debt Securities as may be sold, from time
     to time, by the Registrant.

 (5) Not applicable pursuant to General Instructions II.D. of Form S-3.

 (6) Subject to note (12) below, there is being registered hereunder an
     indeterminate number of shares of Preferred Stock as may be sold, from time
     to time, by the Registrant.


 (7) Subject to note (12) below, there is being registered hereunder an
     indeterminate number of Depositary Shares to be evidenced by Depositary
     Receipts issued pursuant to a Deposit Agreement. In the event FleetBoston
     elects to offer to the public fractional interests in shares of Preferred
     Stock registered hereunder, Depositary Receipts will be distributed to
     those persons purchasing such fractional interests and the shares of
     Preferred Stock will be issued to the Depositary under the Deposit
     Agreement.


 (8) Subject to note (12) below, there is being registered hereunder an
     indeterminate number of shares of Common Stock as may be sold, from time to
     time, by FleetBoston. There are also being registered hereunder an
     indeterminate number of shares of Common Stock as shall be issuable upon
     conversion or redemption of Preferred Stock or Debt Securities registered
     hereunder. Such Common Stock includes preferred share purchase rights.


 (9) Subject to note (12) below, there is being registered hereunder an
     indeterminate amount and number of Warrants, representing rights to
     purchase Debt Securities, Preferred Stock or Common Stock registered
     hereunder.


(10) Subject to note (12) below, there is being registered hereunder an
     indeterminate number of Preferred Securities of Fleet Capital Trust VI,
     Fleet Capital Trust VII, Fleet Capital Trust VIII, Fleet Capital Trust IX
     and Fleet Capital Trust X (collectively, the "Trusts") and an indeterminate
     principal amount of Junior Subordinated Debentures of FleetBoston. A like
     amount of Junior Subordinated Debentures may be issued and sold by
     FleetBoston to any of the Trusts, in which event such Junior Subordinated
     Debentures may later be distributed for no additional consideration to the
     holders of the Preferred Securities of such Trust upon a dissolution of
     such Trust and the distribution of the assets thereof.


(11) Includes the rights of holders of the Preferred Securities under the
     Guarantee and certain back-up undertakings, comprised of the obligations of
     FleetBoston under the Declaration of Trust of each Trust as borrower under
     the Junior Subordinated Debentures, to provide certain indemnities in
     respect of, and pay and be responsible for certain costs, expenses, debts
     and liabilities of, each Trust (other than with respect to the Preferred
     Securities) and such obligations of FleetBoston as set forth in the
     Declaration of Trust of each Trust and the Subordinated Indenture, in each
     case as amended from time to time and as further described in the
     Registration Statement. The Guarantee, when taken together with
     FleetBoston's obligations under the Junior Subordinated Securities, the
     Indenture and the Declaration of Trust, will provide a full and
     unconditional guarantee on a subordinated basis by FleetBoston of payments
     due on the Preferred Securities. No separate consideration will be received
     for any Guarantees or such back-up obligations.


(12) In no event will the aggregate initial offering price of all securities
     issued from time to time pursuant to this Registration Statement exceed
     $2,351,868,750 or the equivalent thereof in one or more foreign currencies,
     foreign currency units, or composite currencies. If Debt Securities are
     issued at original issue discount, FleetBoston may issue such higher
     principal amount as may be sold for an initial public offering price of up
     to $2,351,868,750 (less the dollar amount of any securities previously
     issued hereunder), or the equivalent thereof in one or more foreign
     currencies, foreign currency units, or composite currencies. The aggregate
     amount of Common Stock registered hereunder is further limited to that
     which is permissible under Rule 415(a)(4) under the Securities Act of 1933.
     The securities registered hereunder may be sold separately or as units with
     other securities registered hereunder.


(13) The registration fee of $556,000 was previously paid with the original
     filing of Form S-3 relating to $2,000,000,000 of new securities registered.
     The remaining amount of securities included in this amendment
     ($351,868,750) relate to Registration Statement No. 333-62905 (see below).



    Pursuant to Rule 429 of the rules and regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended, the
Prospectuses contained herein also relate to $351,868,750 of securities
previously registered under Registration Statement No. 333-62905 and this
constitutes Post-Effective Amendment No. 1 to such Registration Statement.


                            ------------------------
<PAGE>   3

                                EXPLANATORY NOTE


     This Registration Statement contains three forms of Prospectus: (a) one to
be used in connection with the offering and sale of Debt Securities, and
Warrants to purchase Debt Securities, including any Preferred Stock, Depositary
Shares and Common Stock into which the Debt Securities may be convertible; (b)
one to be used in connection with the offering and sale of Preferred Stock,
Depositary Shares and Common Stock, and Warrants to purchase such Securities,
including any such shares into which the Preferred Stock or Depositary Shares
may be convertible; and (c) one to be used in connection with the offering and
sale of Preferred Securities issued by Delaware statutory business trusts, the
common securities of which are owned by FleetBoston.


     This Registration Statement also contains a form of Prospectus Supplement
to be used in connection with the offering and sale of Preferred Securities.
<PAGE>   4

     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
     MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
     AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
     THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED DECEMBER 9, 1999

PROSPECTUS


                               FLEET BOSTON LOGO


                            FLEET BOSTON CORPORATION



Fleet Boston Corporation may offer and sell --


- --   Debt Securities

- --   Warrants

We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.

A security is not a deposit and the securities are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus may be used to offer and sell securities only if accompanied by
the prospectus supplement for those securities.


NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



               The date of this Prospectus is             , 1999.

<PAGE>   5

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
             PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT


     We may provide information to you about the securities we are offering in
three separate documents that progressively provide more detail:



     - this prospectus, which provides general information, some of which may
       not apply to your securities;



     - the accompanying prospectus supplement, which describes the terms of the
       securities, some of which may not apply to your securities; and



     - if necessary, a pricing supplement, which describes the specific terms of
       your securities.


     IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PRICING SUPPLEMENT, THE
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE
INFORMATION IN THE FOLLOWING ORDER OF PRIORITY:

     - THE PRICING SUPPLEMENT, IF ANY;

     - THE PROSPECTUS SUPPLEMENT; AND

     - THE PROSPECTUS.

     We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.

                            ------------------------


     Unless indicated in the applicable prospectus supplement, neither we nor
the underwriters have taken any action that would permit us to publicly sell
these securities in any jurisdiction outside the United States. If you are an
investor outside the United States, you should inform yourself about and comply
with any restrictions as to the offering of the securities and the distribution
of this prospectus.

<PAGE>   6

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
About This Prospectus...............    2
Where You Can Find More
  Information.......................    2
Forward-looking Statements..........    4
Fleet Boston Corporation............    5
Supplemental Consolidated Ratios of
  Earnings to Fixed Charges.........    6
Use of Proceeds.....................    6
Regulation and Supervision..........    6
  General...........................    7
  Liability for Bank Subsidiaries...    7
  Capital Requirements..............    7
  FDICIA............................    8
  Dividend Restrictions.............    9
  Deposit Insurance Assessments.....    9
  Depositor Preference Statute......   10
  Brokered Deposits.................   10
  Interstate Banking and
     Branching......................   10
  Control Acquisitions..............   11
  Recent Legislation................   11
  Future Legislation................   12
Description of Debt Securities......   12
  General...........................   12
  Registration and Transfer.........   14
</TABLE>



<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
  Payment and Place of Payment......   14
  Global Securities.................   14
  Events of Default.................   15
  Modification and Waiver...........   16
  Consolidation, Merger and Sale of
     Assets.........................   17
  Regarding the Trustee.............   17
  International Offering............   17
Senior Debt Securities..............   18
  Restrictive Covenants.............   18
  Defeasance........................   19
Subordinated Debt Securities........   19
  Subordination.....................   19
  Restrictive Covenants.............   21
Description of Warrants.............   21
  Offered Warrants..................   21
  Further Information in Prospectus
     Supplement.....................   22
  Significant Provisions of the
     Warrant Agreements.............   23
Plan of Distribution................   24
Experts.............................   25
Legal Opinions......................   25
</TABLE>

<PAGE>   7

                             ABOUT THIS PROSPECTUS


     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the debt securities or warrants described in this prospectus in one or more
offerings up to a total dollar amount of $2,351,868,750. We may also sell other
securities under the registration statement that will reduce the total dollar
amount of securities that we may sell under this prospectus. This prospectus
provides you with a general description of the debt securities or warrants we
may offer. Each time we sell debt securities or warrants, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."



     Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEETBOSTON," "WE," "US," "OUR" or similar
references mean Fleet Boston Corporation.


                      WHERE YOU CAN FIND MORE INFORMATION


     We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among other securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.


     In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:

             Public Reference Room
              450 Fifth Street, N.W.
                    Room 1024
             Washington, D.C. 20549

            Northeast Regional Office
              7 World Trade Center
                     Suite 1300
          New York, New York 10048

             Midwest Regional Office
            500 West Madison Street
                     Suite 1400
           Chicago, Illinois 60661-2511

     You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.


     The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:


                                 http://www.sec.gov.

     You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

     The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.

                                        2
<PAGE>   8

     This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.


<TABLE>
<CAPTION>
                      SEC FILINGS                                           PERIOD
                      -----------                                           ------
<S>                                                         <C>
Annual Report on Form 10-K..............................    Year ended December 31, 1998, as filed
                                                            on March 26, 1999
Quarterly Report on Form 10-Q...........................    Quarter ended March 31, 1999, as filed
                                                            on May 14, 1999
                                                            Quarter ended June 30, 1999, as filed
                                                            on August 12, 1999
                                                            Quarter ended September 30, 1999, as
                                                            filed on November 12, 1999
Items 10-13 of FleetBoston's Definitive Proxy Statement
  to FleetBoston's Stockholders for the 1999 Annual
  Meeting of FleetBoston Stockholders...................    Filed on March 5, 1999
The description of FleetBoston common stock set forth in
  the FleetBoston registration statement filed by
  Industrial National Corporation (predecessor to
  FleetBoston) on Form 8-B dated May 29, 1970, and any
  amendment or report filed for the purpose of updating
  such description; and
Current Reports on Form 8-K.............................    Filed:
                                                            -February 1, 1999
                                                            -March 17, 1999
                                                            -April 2, 1999
                                                            -April 20, 1999
                                                            -May 14, 1999
                                                            -July 20, 1999
                                                            -August 12, 1999
                                                            -September 16, 1999
                                                            -September 30, 1999
                                                            -October 1, 1999
                                                            -October 15, 1999
                                                            -November 2, 1999
                                                            -November 19, 1999
                                                            -November 22, 1999
</TABLE>


     We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the debt
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.

     You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:

                         Investor Relations Department

                            Fleet Boston Corporation


                         P.O. Box 2016, MA BOS 01-20-02


                        Boston, Massachusetts 02106-2106


                                 (617) 434-7858



     We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these


                                        3
<PAGE>   9

types of activities, then the offer presented in this document does not extend
to you. The information contained in this document speaks only as of the date of
this document unless the information specifically indicates that another date
applies.

                           FORWARD-LOOKING STATEMENTS

     This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation:

     - statements relating to the cost savings and accretion to reported
       earnings estimated to result from our merger with BankBoston Corporation;

     - statements relating to revenues of the combined company after our merger
       with BankBoston;

     - statements relating to the restructuring charges estimated to be incurred
       in connection with our merger with BankBoston; and

     - statements preceded by, followed by or that include the words "believes,"
       "expects," "anticipates," "estimates" or similar expressions.

     These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward-looking
statements due to many factors, including:


     - general political and economic conditions, either internationally,
       nationally or in the states in which we are doing business, may be less
       favorable than expected;



     - interest rate and currency fluctuations, equity and bond market
       fluctuations, the level of customers' bankruptcies, and inflation may be
       greater than expected;


     - competitive pressures among financial services companies may increase
       significantly;


     - legislative or regulatory changes may adversely affect our business;



     - technological changes, including year 2000 data systems compliance
       issues, may be more difficult or expensive than anticipated;



     - expected cost savings from our merger with BankBoston may not be fully
       realized or realized within the expected time frame;


     - revenues following our merger with BankBoston may be lower than expected;


     - costs or difficulties related to the integration of our business and that
       of BankBoston may be greater than expected; and



     - the negative impact of the divestitures to be completed in connection
       with our merger with BankBoston may be greater than expected.




                                        4
<PAGE>   10


                            FLEET BOSTON CORPORATION



     We are a diversified financial services company, with consumer and
commercial platforms serving approximately 20 million customers nationally and
internationally. Our lines of business include:



     - institutional and investment banking;



     - cash management;



     - trade services;



     - export finance;



     - mortgage banking;



     - corporate finance;



     - asset-based lending;



     - commercial lending;



     - real estate lending;



     - government banking;



     - investment management services;



     - equipment leasing;



     - credit cards;



     - discount brokerage services;



     - student loan processing; and



     - full-service banking in leading Latin American Markets.



     On October 1, 1999, we completed the merger of BankBoston Corporation into
us.



     - The name of the combined company was changed to "Fleet Boston
       Corporation."



     - The combined company will be doing business under the name "FleetBoston
       Financial."


     - The headquarters of the combined company will remain in Boston,
       Massachusetts.


     - Terrence Murray, our Chairman and Chief Executive Officer, was appointed
       the Chairman of the Board of Directors and Chief Executive Officer of the
       combined company.



     - Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
       was appointed the President and Chief Operating Officer of the combined
       company. Mr. Gifford will succeed to the role of Chief Executive Officer
       as of December 31, 2001, or at such earlier time as Mr. Murray may step
       down from that role, and Mr. Gifford will succeed to the role of Chairman
       of the Board of Directors on December 31, 2002, or at such earlier time
       as Mr. Murray may step down from that role.



     - The board of directors of the combined company consists of 13 directors
       from Fleet and 11 directors from BankBoston.



     - The merger was accounted for under the "pooling-of-interests" method of
       accounting. This means that, for accounting and financial reporting
       purposes, we will treat our companies as if they had always been one, and
       no goodwill will be created. In addition, the merger was treated as a
       "reorganization" under the Internal Revenue Code. This means that we will
       not recognize any gain or loss as a result of the merger.



     - At the effective time of the merger, each share of common stock of
       BankBoston, outstanding immediately prior to the effective time of the
       merger was converted into 1.1844 shares of our common stock.



     In connection with obtaining regulatory approvals for the merger, the
Federal Reserve Board and the United States Department of Justice required us to
agree to divest approximately $13 billion of deposits and $9 billion of loans
from the combined company, resulting in estimated divested income of $160
million after tax.



     All financial information set forth in this prospectus and accompanying
prospectus supplement has been restated for all periods to give effect to the
merger. Because the divestitures will not be significant to us, the financial
information has not been adjusted to show the effects of the divestitures.



     At September 30, 1999, our total assets on a consolidated basis were $185.3
billion, our consolidated total deposits were $113.2 billion


                                        5
<PAGE>   11


and our consolidated total stockholders' equity was $15.5 billion. Based on
total assets at September 30, 1999, we were the eighth largest bank holding
company in the United States.



     For additional information regarding the merger and certain pro forma
financial information relating to the merger, see our current reports on Form
8-K filed March 17, 1999, April 2, 1999, May 14, 1999, August 12, 1999,
September 16, 1999, September 30, 1999, October 1, 1999, October 15, 1999 and
November 22, 1999, each of which is incorporated by reference into this
prospectus. See "Where You Can Find More Information."



     Our principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.



         SUPPLEMENTAL CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES



     Our supplemental consolidated ratios of earnings to fixed charges were as
follows for the five most recent fiscal years and the nine months ended
September 30, 1999:



<TABLE>
<CAPTION>
                                              NINE MONTHS
                                                 ENDED
                                             SEPTEMBER 30,       YEAR ENDED DECEMBER 31,
                                             -------------   --------------------------------
                                                 1999        1998   1997   1996   1995   1994
                                             -------------   ----   ----   ----   ----   ----
<S>                                          <C>             <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed Charges:
  Excluding Interest on Deposits...........      2.62x       2.62x  3.00x  2.79x  1.91x  2.11x
  Including Interest on Deposits...........      1.72        1.62   1.72   1.61   1.39   1.52
</TABLE>


- -------------------------
     For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.

                                USE OF PROCEEDS


     We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement, pricing supplement or term sheet relating to a specific issue of
securities. Our general corporate purposes may include extending credit to, or
funding investments in, our subsidiaries. The precise amounts and the timing of
our use of the net proceeds will depend upon our subsidiaries' funding
requirements and the availability of other funds. Until we use the net proceeds
from the sale of any of our securities for general corporate purposes, we will
use the net proceeds to reduce our short-term indebtedness or for temporary
investments. We expect that we will, on a recurrent basis, engage in additional
financings as the need arises to finance our growth, through acquisitions or
otherwise, or to fund our subsidiaries.


                           REGULATION AND SUPERVISION

     The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to us. This regulatory framework
primarily is intended for the protection of depositors and the deposit insurance
funds that insure deposits of banks, and not for the protection of security
holders. To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. A

                                        6
<PAGE>   12

change in the statutes, regulations or regulatory policies applicable to us or
our subsidiaries may have a material effect on our business.

GENERAL


     As a bank holding company, we are subject to regulation under the Bank
Holding Company Act of 1956, as amended, and to inspection, examination and
supervision by the Federal Reserve Board. Under the Bank Holding Company Act,
bank holding companies generally may not acquire ownership or control of any
company, including a bank, without the prior approval of the Federal Reserve
Board. In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and those other activities as are determined by the
Federal Reserve Board to be closely related to banking.



     Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by us and our non-bank
subsidiaries from our affiliate insured depository institutions, and also limit
various other transactions between us and our non-bank subsidiaries, on the one
hand, and our affiliate insured depository institutions, on the other. Section
23A of the Federal Reserve Act also generally requires that an insured
depository institution's loans to its non-bank affiliates be secured, and
Section 23B of the Federal Reserve Act generally requires that an insured
depository institution's transactions with its non-bank affiliates be on
arm's-length terms.



     Our banking subsidiaries are subject to extensive supervision, examination
and regulation by various bank regulatory authorities and other governmental
agencies in the states and countries where we and our subsidiaries operate. We
and our subsidiaries are also affected by the fiscal and monetary policies of
the U.S. federal government and the Federal Reserve Board, and by various other
governmental requirements and regulations.


LIABILITY FOR BANK SUBSIDIARIES

     Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has a duty to sell
the stockholder's stock to cover the deficiency. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a U.S.
federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.

     Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with:

     - the default of a commonly controlled FDIC-insured depository institution;
       or

     - any assistance provided by the FDIC to a commonly controlled FDIC-insured
       depository institution in danger of default.

"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.


     All of our domestic banks are FDIC-insured depositary institutions. Also,
if a default occurred with respect to a bank, any capital loans to the bank from
its parent holding company would be subordinate in right of payment to payment
of the bank's depositors and certain of its other obligations.


CAPITAL REQUIREMENTS

     We are subject to risk-based capital requirements and guidelines imposed by
the Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board, the OCC, the
OTS and the FDIC on our

                                        7
<PAGE>   13

depository institutions within their respective jurisdictions. For this purpose,
a depository institution's or holding company's assets and certain specified
off-balance sheet commitments are assigned to four risk categories, each
weighted differently based on the level of credit risk that is ascribed to those
assets or commitments. In addition, risk-weighted assets are adjusted for
low-level recourse and market-risk equivalent assets. A depository institution's
or holding company's capital, in turn, is divided into three tiers:


     - core, or "TIER 1," capital, which consists primarily of stockholders'
       equity less certain identifiable intangible assets and certain other
       assets;



     - supplementary, or "TIER 2," capital, which includes, among other items,
       certain other debt and equity investments that do not qualify as Tier 1
       capital; and



     - market risk, or "TIER 3," capital, which includes qualifying unsecured
       subordinated debt.



     Like other bank holding companies, we currently are required to maintain
Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3 capital) equal
to at least 4% and 8% of our total risk-weighted assets (including certain
off-balance-sheet items, such as unused lending commitments and standby letters
of credit), respectively. At September 30, 1999, we met both requirements, with
Tier 1 and total capital equal to 7.14% and 11.28% of our total risk-weighted
assets.


     The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.


     The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
September 30, 1999, our leverage ratio was 7.21%, which significantly exceeded
the minimum leverage ratio to which we were subject.


     The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding companies experiencing or anticipating significant growth
may be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"TANGIBLE TIER 1 CAPITAL LEVERAGE RATIO," which would deduct all intangibles,
and other indicia of capital strength in evaluating proposals for expansion or
new activities.


     Each of our banks is subject to similar risk-based and leverage capital
requirements adopted by its applicable U.S. federal banking agency. Each of our
banks was in compliance with the applicable minimum capital requirements as of
September 30, 1999.


     Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"-- FDICIA."

FDICIA

     The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital require-

                                        8
<PAGE>   14

ments based on these categories. FDICIA imposes progressively more restrictive
constraints on operations, management and capital distributions, depending on
the category in which an institution is classified. Unless a bank or thrift is
well-capitalized, it is subject to restrictions on its ability to offer brokered
deposits and on certain other aspects of its operations. An undercapitalized
bank or thrift must develop a capital restoration plan and its parent bank
holding company must guarantee the bank's or thrift's compliance with the plan
up to the lesser of 5% of the bank's or thrift's assets at the time it became
undercapitalized and the amount needed to comply with the plan.


     As of September 30, 1999, each of our bank and thrift subsidiaries was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's, or the FDIC's, prompt
corrective action regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.


DIVIDEND RESTRICTIONS

     Various U.S. federal and state statutory provisions limit the amount of
dividends our banks can pay to us without regulatory approval. Dividend payments
by national banks are limited to the lesser of:

     - the level of undivided profits; and

     - absent regulatory approval, an amount not in excess of net income for the
       current year combined with retained net income for the preceding two
       years.


     Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year, combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net income for the
preceding two years. A prior notice is required if, among other things, a U.S.
federal savings bank is proposing to pay a dividend that would reduce the amount
of, or retire any of part of, its common or preferred stock or retire any part
of any debt instruments which are included in its capital for purposes of OTS
regulations.



     At September 30, 1999, approximately $1.66 billion of the total
stockholders' equity of our banks was available for payment of dividends to us,
without approval by the applicable regulatory authority.


     In addition, U.S. federal bank regulatory authorities have authority to
prohibit our banks from engaging in an unsafe or unsound practice in conducting
their business. The payment of dividends, depending upon the financial condition
of the bank in question, could be deemed to constitute an unsafe or unsound
practice. The ability of our banks to pay dividends in the future is currently,
and could be further, influenced by bank regulatory policies and capital
guidelines.

DEPOSIT INSURANCE ASSESSMENTS


     The deposits of each of our domestic banks are insured up to regulatory
limits by the FDIC, and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund, the "BIF," and/or the Savings
Association Insurance Fund, the "SAIF," administered by the FDIC. The FDIC has
adopted regulations establishing a permanent risk-related deposit insurance
assessment system. Under this system, the FDIC places each insured bank in one
of nine risk categories based on (1) the bank's capitalization and (2)
supervisory evaluations provided to the


                                        9
<PAGE>   15

FDIC by the institution's primary U.S. federal regulator. Each insured bank's
insurance assessment rate is then determined by the risk category in which it is
classified by the FDIC.

     Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00 per $100 of deposits for
banks classified in the highest capital and supervisory evaluation categories to
$0.27 per $100 of deposits for banks classified in the lowest capital and
supervisory evaluation categories.


     The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective October 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. Our banks held
approximately $97.0 billion and $3.4 billion, respectively, of BIF-assessable
and SAIF-assessable deposits as of September 30, 1999.


DEPOSITOR PREFERENCE STATUTE

     In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.

BROKERED DEPOSITS

     Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.

INTERSTATE BANKING AND BRANCHING

     Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL," subject to certain concentration limits and other requirements:

     - bank holding companies such as us are permitted to acquire banks and bank
       holding companies located in any state;

     - any bank that is a subsidiary of a bank holding company is permitted to
       receive deposits, renew time deposits, close loans, service loans and
       receive loan payments as an agent for any other bank subsidiary of that
       bank holding company; and

     - banks are permitted to acquire branch offices outside their home states
       by merging with out-of-state banks, purchasing branches in other states
       and establishing de novo branch offices in other states. The ability of
       banks to acquire branch offices through purchase or opening of other
       branches is contingent, however, on the host state having adopted
       legislation "opting in" to those provisions of Riegle-Neal. In addition,
       the ability of a bank to merge with a bank located in another state is
       contingent on the host state not having adopted legislation "opting out"
       of that provision of Riegle-Neal.

     We might use Riegle-Neal to acquire banks in additional states and to
consolidate our bank subsidiaries under a smaller number of separate charters.

                                       10
<PAGE>   16

CONTROL ACQUISITIONS

     The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as us, would,
under the circumstances set forth in the presumption, constitute acquisition of
control of the bank holding company.

     In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.


RECENT LEGISLATION



     On November 12, 1999, President Clinton signed into law legislation that
allows bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. Under the Gramm-Leach-Bliley Act (the "Act"), a bank holding company
that elects to become a financial holding company may engage in any activity
that the Federal Reserve Board, in consultation with the Secretary of the
Treasury, determines by regulation or order is (1) financial in nature, (2)
incidental to any such financial activity, or (3) complementary to any such
financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. This Act
makes significant changes in U.S. banking law, principally by repealing the
restrictive provisions of the 1933 Glass-Steagall Act. The Act specifies certain
activities that are deemed to be financial in nature, including lending,
exchanging, transferring, investing for others, or safeguarding money or
securities; underwriting and selling insurance; providing financial, investment,
or economic advisory services; underwriting, dealing in or making a market in,
securities; and any activity currently permitted for bank holding companies by
the Federal Reserve Board under section 4(c)(8) of the Bank Holding Company Act.
The Act does not authorize banks or their affiliates to engage in commercial
activities that are not financial in nature. A bank holding company may elect to
be treated as a financial holding company only if all depository institution
subsidiaries of the holding company are well-capitalized, well-managed and have
at least a satisfactory rating under the Community Reinvestment Act.



     National banks are also authorized by the Act to engage, through "financial
subsidiaries," in any activity that is permissible for a financial holding
company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Federal Reserve Board, determines is
financial in nature or incidental to any such financial activity, except (1)
insurance underwriting, (2) real estate development or real estate investment
activities (unless otherwise permitted by law), (3) insurance company portfolio
investments and (4) merchant banking. The authority of a national bank to invest
in a financial subsidiary is subject to a number of conditions, including, among
other things, requirements that the bank must be well-managed and
well-capitalized (after deducting from the bank's capital outstanding
investments in financial subsidiaries). The Act provides that state banks may
invest in financial subsidiaries (assuming they have the requisite investment
authority under applicable state law) subject to the same conditions that apply
to national bank investments in financial subsidiaries.



     The Act also contains a number of other provisions that will affect our
operations and the operations of all financial institutions. One of the new
provisions relates to the financial privacy of consumers, authorizing federal
banking regulators to adopt rules that will limit the ability of banks and other
financial entities to disclose non-public information about consumers to
non-affiliated entities. These limi-


                                       11
<PAGE>   17


tations will likely require more disclosure to consumers, and in some
circumstances will require consent by the consumer before information is allowed
to be provided to a third party.



     At this time, we are unable to predict the impact the Act may have upon our
or our subsidiaries' financial condition or results of operations.



FUTURE LEGISLATION



     Changes to the laws and regulations in the states and countries where we
and our subsidiaries do business can affect the operating environment of bank
holding companies and their subsidiaries in substantial and unpredictable ways.
We cannot accurately predict whether legislation will ultimately be enacted,
and, if enacted, the ultimate effect that it, or implementing regulations, would
have upon our or our subsidiaries' financial condition or results of operations.


                         DESCRIPTION OF DEBT SECURITIES


     The senior debt securities will be issued under an indenture dated as of
December 6, 1999, the "SENIOR INDENTURE," between us and The Bank of New York as
senior trustee. The subordinated debt securities will be issued under an
indenture dated as of December 6, 1999, the "SUBORDINATED INDENTURE," between us
and The Bank of New York as subordinated trustee. A copy of each of the
indentures are exhibits to the registration statement which contains this
prospectus.


     The following summaries of all material terms of the indentures are not
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the respective indentures, including the definitions
of terms.


     The following summaries describe the general terms and provisions of the
debt securities to be offered by any prospectus supplement. The particular terms
of the debt securities offered by any prospectus supplement and the extent, if
any, to which these general provisions may apply to the debt securities so
offered, will be described in the prospectus supplement relating to those
offered securities.



     The senior debt securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of FleetBoston. The subordinated
debt securities will be unsecured and will be subordinated to all existing and
future senior indebtedness and other financial obligations of FleetBoston as
described under "Subordinated Debt Securities -- Subordination" beginning on
page 19. Because we are a holding company, our rights and the rights of our
creditors, including the holders of the debt securities we are offering under
this prospectus, to participate in the assets of any of our subsidiaries upon
the subsidiary's liquidation or reorganization will be subject to the prior
claims of the subsidiary's creditors except to the extent that we may ourselves
be a creditor with recognized claims against the subsidiary. In addition,
dividends, loans and advances from certain of our banking subsidiaries to us and
our non-banking subsidiaries are restricted by federal and state statutes and
regulations.


GENERAL

     We may issue the debt securities from time to time, without limitation as
to aggregate principal amount and in one or more series. We expect from time to
time to incur additional indebtedness which may be senior to the debt
securities. Neither the indentures nor the debt securities will limit or
otherwise restrict the amount of other indebtedness which may be incurred or
other securities which may be issued by us or our subsidiaries, including
indebtedness which may rank senior to the debt securities. The debt securities
will not be secured.

                                       12
<PAGE>   18

     We may issue debt securities upon the satisfaction of conditions contained
in the indentures, including the delivery to the applicable trustee of a
resolution of our Board of Directors or a certificate of an authorized officer
which fixes or establishes the terms of the debt securities being issued. Any
resolution or officer's certificate approving the issuance of any issue of debt
securities will include the terms of that issue of debt securities, including:

     - the title and series designation;

     - the aggregate principal amount and the limit, if any, on the aggregate
       principal amount or initial public offering price of the debt securities
       which may be issued under the applicable indenture;

     - the principal amount payable, whether at maturity or upon earlier
       acceleration, whether the principal amount will be determined with
       reference to an index, formula or other method which may be calculated,
       without limitation, with reference to the value of currencies, securities
       or baskets of securities, commodities, indices or other measurements to
       which any such amount payable is linked, and whether the debt securities
       will be issued as original issue discount securities (as defined below);

     - the date or dates on which the principal of the debt securities is
       payable;

     - any fixed or variable interest rate or rates per annum or the method or
       formula for determining an interest rate;

     - the date from which any interest shall accrue;

     - any interest payment dates;

     - whether the debt securities are senior or subordinated, and if
       subordinated, the terms of the subordination if different from that
       summarized in this prospectus;


     - the price or prices at which the debt securities will be issued, which
       may be expressed as a percentage of the aggregate principal amount of
       those debt securities;


     - the stated maturity date;

     - whether the debt securities are to be issued in global form;

     - any sinking fund requirements;

     - any provisions for redemption, the redemption price and any remarketing
       arrangements;

     - the minimum denominations;

     - whether the debt securities are denominated or payable in United States
       dollars or a foreign currency or units of two or more foreign currencies;

     - the form in which we will issue the debt securities, whether registered,
       bearer or both, and any restrictions applicable to the exchange of one
       form for another and to the offer, sale and delivery of the debt
       securities in either form;

     - information with respect to book-entry procedures;

     - the place or places where payments or deliveries on the debt securities
       shall be made and the debt securities may be presented for registration
       of transfer or exchange;

     - whether any of the debt securities will be subject to defeasance in
       advance of the date for redemption or the stated maturity date;

     - whether, and the terms and conditions relating to when, we may satisfy
       all or part of our obligations with regard to payment upon maturity, or
       any redemption or required repurchase or in connection with any exchange
       provisions, or any interest payment, by delivering to the holders of the
       debt securities, other securities, which may or may not be issued by us,
       or a combination of cash, securities and/or property, "MATURITY
       CONSIDERATION";


     - the terms, if any, upon which the debt securities are convertible into
       other securities of FleetBoston or another issuer and the terms and
       conditions upon which any conversion will be effected, including the
       initial conversion price or rate, the conversion period and any other
       provi-


                                       13
<PAGE>   19

       sions in addition to or instead of those described in this prospectus;
       and

     - any other terms of the debt securities which are not inconsistent with
       the provisions of the applicable indenture.


     Please see the accompanying prospectus supplement, pricing supplement or
the terms sheet you have received or will receive for the terms of the specific
debt securities we are offering. We may deliver this prospectus before or
concurrently with the delivery of a terms sheet. We may issue debt securities
under the indentures upon the exercise of warrants to purchase debt securities.
See "Description of Warrants." Nothing in the indentures or in the terms of the
debt securities will prohibit the issuance of securities representing
subordinated indebtedness that is senior or junior to the subordinated debt
securities.


     Prospective purchasers of debt securities should be aware that special U.S.
Federal income tax, accounting and other considerations may be applicable to
instruments such as the debt securities. The prospectus supplement relating to
an issue of debt securities will describe these considerations, if they apply.


     Debt securities may be issued as "ORIGINAL ISSUE DISCOUNT SECURITIES" which
bear no interest or interest at a rate which at the time of issuance is below
market rates and which will be sold at a substantial discount below their
principal amount. In the event that the maturity of any original issue discount
security is accelerated, the amount payable to the holder of the original issue
discount security upon acceleration will be determined in accordance with the
applicable prospectus supplement, the terms of the security and the relevant
indenture, but will be an amount less than the amount payable at the maturity of
the principal of that original issue discount security. Special federal income
tax and other considerations relating to original issue discount securities will
be described in the applicable prospectus supplement.


REGISTRATION AND TRANSFER

     Unless otherwise indicated in the applicable prospectus supplement, we will
issue each series of debt securities in registered form only, without coupons.
The indentures, however, provide that we may also issue Debt Securities in
bearer form only, or in both registered and bearer form. If debt securities are
issued in bearer form, the prospectus supplement will contain additional
provisions which apply to those debt securities.

     Holders may present debt securities in registered form for transfer or
exchange for other debt securities of the same series at the offices of the
trustee according to the terms of the applicable indenture. In no event,
however, will debt securities in registered form be exchangeable for debt
securities in bearer form.

     Unless otherwise indicated in the applicable prospectus supplement, the
debt securities issued in fully registered form will be issued without coupons
and in denominations of $1,000 or integral multiples thereof.

     No service charge will be made for any transfer or exchange of the debt
securities but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any transfer or exchange.

PAYMENT AND PLACE OF PAYMENT

     We will pay or deliver principal, maturity consideration and any premium
and interest in the manner, at the places and subject to the restrictions set
forth in the applicable indenture, the debt securities and the applicable
prospectus supplement. However, at our option, we may pay any interest by check
mailed to the holders of registered debt securities at their registered
addresses.

GLOBAL SECURITIES

     Each indenture provides that we may issue debt securities in global form.
If any series of debt securities is issued in global form, the prospectus
supplement will describe any circumstances under which beneficial owners of
interests in any of those global debt securities may exchange their interests
for debt securities of that series and of like tenor and principal

                                       14
<PAGE>   20

amount in any authorized form and denomination.

EVENTS OF DEFAULT

     The following are events of default under the indentures with respect to
debt securities of any series:

     - default in the payment of any principal or premium when due;

     - default in the payment of any interest when due, which continues for 30
       days;

     - default in the delivery or payment of the maturity consideration when
       due;

     - default in the deposit of any sinking fund payment when due;

     - default in the performance of any other obligation contained in the
       applicable indenture for the benefit of that series or in the debt
       securities of that series, which continues for 60 days after written
       notice;

     - specified events in bankruptcy, insolvency or reorganization; and

     - any other event of default provided with respect to debt securities of
       that series.

     If an event of default occurs and is continuing for any series of senior
debt securities, the senior trustee or the holders of at least 25% in aggregate
principal amount or issue price of the outstanding securities of that series may
declare all amounts, or any lesser amount provided for in the debt securities of
that series, to be due and payable or deliverable immediately.

     The subordinated trustee and the holders of subordinated debt securities
will not be entitled to accelerate the maturity of the subordinated debt
securities upon the occurrence of any of the events of default described above
except in the case of certain events relating to bankruptcy, insolvency or
reorganization. There is no right of acceleration in the case of a default in
the performance of any covenant with respect to the subordinated debt
securities, including the payment of interest and principal or the delivery of
the maturity consideration.


     At any time after the trustee or the holders have accelerated series of
debt securities, but before the senior trustee has obtained a judgment or decree
for payment of money due or delivery of the maturity consideration, the holders
of a majority in aggregate principal amount or issue price of outstanding debt
securities of that series may rescind and annul that acceleration and its
consequences, provided that all payments and/or deliveries due, other than those
due as a result of acceleration, have been made and all events of default have
been remedied or waived.


     The holders of a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive an event of default with
respect to that series, except a default:

     - in the payment of any amounts due and payable or deliverable under the
       debt securities of that series; or

     - in an obligation contained in, or a provision of, an indenture which
       cannot be modified under the terms of that indenture without the consent
       of each holder of each series of debt securities affected.

     The holders of a majority in principal amount or issue price of the
outstanding debt securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee or
exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that any direction is not in conflict with
any rule of law or the indenture. Subject to the provisions of the indenture
relating to the duties of the trustee, before proceeding to exercise any right
or power under the indenture at the direction of the holders, the trustee is
entitled to receive from those holders reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in complying
with any direction.

     Unless otherwise stated in the applicable prospectus supplement, any series
of debt securities issued under any indenture will not have

                                       15
<PAGE>   21

the benefit of any cross-default provisions with any of our other indebtedness.


     A holder of any debt security of any series will have the right to
institute a proceeding with respect to the indenture or for any remedy under the
indenture, if:


     - that holder previously gives to the trustee written notice of a
       continuing event of default with respect to debt securities of that
       series;


     - the holders of not less than 25% in aggregate principal amount or issue
       price of the outstanding debt securities of that series also shall have
       made written request and offered the trustee indemnity satisfactory to
       the trustee to institute such proceeding as trustee;



     - the trustee shall not have received from the holders of a majority in
       principal amount or issue price of the outstanding debt securities of
       that series a direction inconsistent with the request; and



     - the trustee shall have failed to institute the proceeding within 60 days.


However, any holder of a debt security has the absolute right to institute suit
for any defaulted payment after the due dates for payment under that debt
security.


     We are required to furnish to the trustees annually a statement as to the
performance of our obligations under the indentures and as to any default in
that performance.


MODIFICATION AND WAIVER

     Each indenture may be modified and amended by us and the applicable trustee
with the consent of holders of at least 66 2/3% in principal amount or issue
price of each series of debt securities affected. However, without the consent
of each holder of any debt security affected, we may not amend or modify any
indenture to:

     - change the stated maturity date of the principal or maturity
       consideration of, or any installment of principal or interest on, any
       debt security;

     - reduce the principal amount or maturity consideration of, the rate of
       interest on, or any premium payable upon the redemption of any debt
       security;

     - reduce the amount of principal or maturity consideration of an original
       issue discount security payable upon acceleration of its maturity;

     - change the place or currency of payment of principal or maturity
       consideration of, or any premium or interest on, any debt security;

     - impair the right to institute suit for the enforcement of any payment or
       delivery on or with respect to any debt security;

     - reduce the percentage in principal amount or issue price of debt
       securities of any series, the consent of whose holders is required to
       modify or amend the indenture or to waive compliance with certain
       provisions of the indenture; or

     - reduce the percentage in principal amount or issue price of debt
       securities of any series, the consent of whose holders is required to
       waive any past default.

     The holders of at least a majority in principal amount or issue price of
the outstanding debt securities of any series may, with respect to that series,
waive past defaults under the applicable indenture, except as described under
"-- Events of Default" beginning on page 14.

     We and the trustee may also modify and amend each indenture without the
consent of any holder for any of the following purposes:

     - to evidence the succession of another person to us;

     - to add to our covenants for the benefit of the holders of all or any
       series of securities;

     - to add events of default;

                                       16
<PAGE>   22

     - to add or change any provisions of the indentures to facilitate the
       issuance of bearer securities;


     - to change or eliminate any of the provisions of the applicable indenture,
       so long as any such change or elimination shall become effective only
       when there is no outstanding security of any series which is entitled to
       the benefit of that provision;


     - to establish the form or terms of debt securities of any series;

     - to evidence and provide for the acceptance of appointment by a successor
       trustee;


     - to cure any ambiguity, to correct or supplement any provision in the
       applicable indenture, or to make any other provisions with respect to
       matters or questions arising under that indenture, so long as the
       interests of holders of debt securities of any series are not adversely
       affected in any material respect under that indenture;


     - to convey, transfer, assign, mortgage or pledge any property to or with
       the trustee; or


     - to provide for conversion rights of the holders of the debt securities of
       any series to enable those holders to convert those securities into other
       securities.


CONSOLIDATION, MERGER AND SALE OF ASSETS

     Unless otherwise indicated in the applicable prospectus supplement, we may
consolidate or merge with or into any other corporation, and we may sell, lease
or convey all or substantially all of our assets to any corporation, provided
that:

     - the resulting corporation, if other than us, is a corporation organized
       and existing under the laws of the United States of America or any U.S.
       state and assumes all of our obligations to:

          - pay or deliver the principal or maturity consideration of, and any
            premium, or interest on, the debt securities; and

          - perform and observe all of our other obligations under the
            indentures, and

     - we are not, or any successor corporation, as the case may be, is not,
       immediately after any consolidation or merger, in default under the
       indentures.

     Neither of the indentures provides for any right of acceleration in the
event of a consolidation, merger, sale of all or substantially all of the
assets, recapitalization or change in our stock ownership. In addition, the
indentures do not contain any provision which would protect the holders of debt
securities against a sudden and dramatic decline in credit quality resulting
from takeovers, recapitalizations or similar restructurings.

REGARDING THE TRUSTEE

     We maintain banking relations with the trustee. In addition, our banking
subsidiaries maintain deposit accounts and correspondent banking relations with
the trustee.

INTERNATIONAL OFFERING


     If specified in the applicable prospectus supplement, we may issue debt
securities outside the United States. Those debt securities may be issued in
bearer form and will be described in the applicable prospectus supplement. In
connection with any offering outside the United States, we will designate paying
agents, registrars or other agents with respect to the debt securities, as
specified in the applicable prospectus supplement.



     Debt securities issued outside the United States may be subject to certain
selling restrictions which will be described in the applicable prospectus
supplement. These debt securities may be listed on one or more foreign stock
exchanges as described in the applicable prospectus supplement. We will describe
special United States tax and other considerations, if any, applicable to an
offering outside the United States in the applicable prospectus supplement.


                                       17
<PAGE>   23

                             SENIOR DEBT SECURITIES

     The senior debt securities will be our direct, unsecured obligations and
will rank pari passu with all of our other outstanding senior indebtedness.

RESTRICTIVE COVENANTS


     DISPOSITION OF VOTING STOCK OF CERTAIN SUBSIDIARIES.  We may not sell or
otherwise dispose of, or permit the issuance of, any voting stock or any
security convertible or exercisable into voting stock of a "principal
constituent bank" of FleetBoston or any subsidiary of FleetBoston which owns a
principal constituent bank. A "PRINCIPAL CONSTITUENT BANK" is defined in the
senior indenture as Fleet National Bank and any other of our majority-owned
banking subsidiaries designated as a principal constituent bank. Any designation
of a banking subsidiary as a principal constituent bank with respect to senior
debt securities of any series shall remain effective until the senior debt
securities of that series have been repaid. As of the date of this prospectus,
no banking subsidiaries other than Fleet National Bank have been designated as
principal constituent banks with respect to any series of debt securities.


     This restriction does not apply to dispositions made by us or any
subsidiary:

     - acting in a fiduciary capacity for any person other than us or any
       subsidiary;

     - to us or any of our wholly-owned subsidiaries;

     - if required by law for the qualification of directors;

     - to comply with an order of a court or regulatory authority;

     - in connection with a merger of, or consolidation of, a principal
       constituent bank with or into a wholly-owned subsidiary or a
       majority-owned banking subsidiary, as long as we hold, directly or
       indirectly, in the entity surviving such merger or consolidation, not
       less than the percentage of voting stock we held in the principal
       constituent bank prior to such action;


     - if that disposition or issuance is for fair market value as determined by
       our Board of Directors, and, if after giving effect to that disposition
       or issuance and any potential dilution, we and our wholly-owned
       subsidiaries will own directly not less than 80% of the voting stock of
       such principal constituent bank or any subsidiary which owns a principal
       constituent bank;



     - if a principal constituent bank sells additional shares of voting stock
       to its stockholders at any price, if, after such sale, we hold directly
       or indirectly not less than the percentage of voting stock of such
       principal constituent bank we owned prior to that sale; or


     - if we or a subsidiary pledges or creates a lien on the voting stock of a
       principal constituent bank to secure a loan or other extension of credit
       by a majority-owned banking subsidiary subject to Section 23A of the
       Federal Reserve Act.

     LIMITATION UPON LIENS ON CERTAIN CAPITAL STOCK.  We may not at any time,
directly or indirectly, create, assume, incur or permit to exist any mortgage,
pledge, encumbrance or lien or charge of any kind upon:

     - any shares of capital stock of any principal constituent bank, other than
       directors' qualifying shares; or

     - any shares of capital stock of a subsidiary which owns capital stock of
       any principal constituent bank.

This restriction does not apply to:

     - liens for taxes, assessments or other governmental charges or levies
       which are not yet due or are payable without penalty or which we are
       contesting in good faith by appropriate proceedings so long as we have
       set aside on our books adequate reserves to cover the contested amount;
       or

                                       18
<PAGE>   24


     - the lien of any judgment, if that judgment is discharged, or stayed on
       appeal or otherwise, within 60 days.


DEFEASANCE

     We may terminate or "defease" our obligations under the senior indenture
with respect to the senior debt securities of any series by taking the following
steps:


     - depositing irrevocably with the senior trustee an amount which through
       the payment of interest, principal or premium, if any, will provide an
       amount sufficient to pay the entire amount of the senior debt securities:


               - in the case of senior debt securities denominated in U.S.
                 dollars, U.S. dollars or U.S. government obligations;


               - in the case of senior debt securities denominated in a foreign
                 currency, money in that foreign currency or foreign government
                 obligations of the foreign government or governments issuing
                 that foreign currency; or


               - a combination of money and U.S. government obligations or
                 foreign government obligations;

     - delivering:


               - an opinion of independent counsel that the holders of the
                 senior debt securities of that series will have no federal
                 income tax consequences as a result of that deposit and
                 termination;


               - if the senior debt securities of that series are then listed on
                 the New York Stock Exchange, an opinion of counsel that those
                 senior debt securities will not be delisted as a result of the
                 exercise of this defeasance option;

               - an opinion of counsel as to certain other matters; and

               - officers' certificates certifying as to compliance with the
                 senior indenture and other matters;

     - no event of default under the senior indenture may exist or be caused by
       the defeasance;

     - the defeasance shall not cause an event of default under any of our other
       agreements or instruments; and

     - we shall have paid all other amounts due and owing under the senior
       indenture.

                          SUBORDINATED DEBT SECURITIES

     The subordinated debt securities will be our direct, unsecured obligations.
Unless otherwise specified in the applicable prospectus supplement, the
subordinated debt securities will rank equal with all of our outstanding
subordinated indebtedness that is not specifically stated to be junior to the
subordinated debt securities.

SUBORDINATION

     The subordinated debt securities will be subordinated in right of payment
to all "senior indebtedness," as defined below. In certain events of insolvency,
payments on the subordinated debt securities will also be effectively
subordinated in right of payment to all "other financial obligations," as
defined on the next page. In certain circumstance relating to our liquidation,
dissolution, winding up, reorganization, insolvency or similar proceedings, the
holders of all senior indebtedness will first be entitled to receive payment in
full before the holders of the subordinated debt securities will be entitled to
receive any payment on the subordinated debt securities. If, after all payments
have been made to the holders of senior indebtedness, (A) there are amounts
available for payment on the subordinated debt

                                       19
<PAGE>   25


securities and (B) any person entitled to payment according to the terms of our
other financial obligations, as defined on the page 20, has not received full
payment, then amounts available for payments on the subordinated debt securities
will first be used to pay in full those other financial obligations before any
payment may be made on the subordinated debt securities. This obligation to pay
over these excess amounts does not exist for any of our subordinated
indebtedness issued prior to November 30, 1992, "EXISTING SUBORDINATED
INDEBTEDNESS."


     In the event of the acceleration of the maturity of any debt securities,
all senior indebtedness and other financial obligations will have to be repaid
before any payment can be made on the subordinated debt securities.

     In addition, no payment may be made on the subordinated debt securities in
the event:

     - there is a default in any payment or delivery with respect to any senior
       indebtedness; or


     - there is an event of default with respect to any senior indebtedness
       which permits the holders of that senior indebtedness to accelerate the
       maturity of the senior indebtedness.


     By reason of this subordination in favor of the holders of senior
indebtedness, in the event of an insolvency, our creditors who are not holders
of senior indebtedness or the subordinated debt securities may recover less,
proportionately, than holders of senior indebtedness and may recover more,
proportionately, than holders of the subordinated debt securities. By reason of
the obligation of the holders of subordinated debt securities to pay over any
amount remaining after payment of senior indebtedness to persons in respect of
our other financial obligations, in the event of insolvency, holders of our
existing subordinated indebtedness may recover more, ratably, than the holders
of subordinated debt securities.

     Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities, "SENIOR INDEBTEDNESS" is
defined in the subordinated indenture as:


     - the principal of, premium, if any, and interest on all of our
       "indebtedness for money borrowed," as defined below, except (A) existing
       subordinated indebtedness and other subordinated debt securities issued
       under the subordinated indenture, (B) any indebtedness which is expressly
       stated to be junior in right of payment to the subordinated debt
       securities and (C) indebtedness which is expressly stated to rank equal
       with the subordinated debt securities; and


     - any deferrals, renewals or extensions of any senior indebtedness.

     The term "INDEBTEDNESS FOR MONEY BORROWED" means:

     - any of our obligations or any obligation we have guaranteed for the
       repayment of borrowed money, whether or not evidenced by bonds,
       debentures, notes or other written instruments; and

     - any of our deferred payment obligations or any such obligation we have
       guaranteed for the payment of the purchase price of property or assets
       evidenced by a note or similar instrument.


     Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities offered by that prospectus
supplement, "OTHER FINANCIAL OBLIGATIONS" means all of our obligations to make
payment pursuant to the terms of financial instruments, such as:


     - securities contracts and foreign currency exchange contracts;

     - derivative instruments, such as swap agreements, including interest rate
       and foreign exchange rate swap agreements, cap agreements, floor
       agreements, collar agreements, interest rate agreements, foreign exchange
       rate agreements, options, commodity futures contracts, commodity option
       contracts; and

                                       20
<PAGE>   26

     - similar financial instruments, other than obligations on account of
       senior indebtedness and obligations on account of indebtedness for money
       borrowed ranking equal with or subordinate to the subordinated debt
       securities.


     As of September 30, 1999, FleetBoston had an aggregate of $4.1 billion in
subordinated debt outstanding, of which $868 million is subordinated to
FleetBoston's senior indebtedness and $3.2 billion is subordinated to
FleetBoston's senior indebtedness and other financial obligations.


     The subordinated indenture does not limit or prohibit the incurrence of
additional senior indebtedness or other financial obligations, which may include
indebtedness that is senior to the subordinated debt securities, but subordinate
to our other obligations. Any prospectus supplement relating to a particular
series of subordinated debt securities will set forth the aggregate amount of
our indebtedness senior to the subordinated debt securities as of a recent
practicable date.

     The subordinated debt securities shall rank equal in right of payment with
each other and with the existing subordinated indebtedness, subject to the
obligations of the holders of subordinated debt securities to pay over amounts
remaining after payment of senior indebtedness to persons in respect of other
financial obligations.

     The prospectus supplement may further describe the provisions, if any,
which may apply to the subordination of the subordinated debt securities of a
particular series.

RESTRICTIVE COVENANTS

     The subordinated indenture does not contain any significant restrictive
covenants. The prospectus supplement relating to a series of subordinated debt
securities may describe certain restrictive covenants, if any, to which we may
be bound under the subordinated indenture.

                            DESCRIPTION OF WARRANTS

OFFERED WARRANTS

     We may issue warrants that are debt warrants or universal warrants. We may
offer warrants separately or together with one or more additional warrants or
debt securities or any combination of those securities in the form of units, as
described in the applicable prospectus supplement. If we issue warrants as part
of a unit, the accompanying prospectus supplement will specify whether those
warrants may be separated from the other securities in the unit prior to the
warrants' expiration date. Universal warrants issued in the United States may
not be so separated prior to the 91st day after the issuance of the unit, unless
otherwise specified in the applicable prospectus supplement.

     Debt Warrants.  We may issue, together with debt securities or separately,
warrants for the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "DEBT WARRANT."

     Universal Warrants.  We may also issue warrants to purchase or sell, on
terms to be determined at the time of sale:

     - securities of an entity not affiliated with us, a basket of those
       securities, an index or indices of those securities or any combination of
       the above;

     - currencies; or

     - commodities.

     We refer to the property in the above clauses as "WARRANT PROPERTY." We
refer to this type of warrant as a "UNIVERSAL WARRANT." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as

                                       21
<PAGE>   27

described in the applicable prospectus supplement.

FURTHER INFORMATION IN PROSPECTUS SUPPLEMENT

     General Terms of Warrants.  The applicable prospectus supplement will
contain, where applicable, the following terms of and other information relating
to the warrants:

     - the specific designation and aggregate number of, and the price at which
       we will issue, the warrants;

     - the currency with which the warrants may be purchased;

     - the date on which the right to exercise the warrants will begin and the
       date on which that right will expire or, if you may not continuously
       exercise the warrants throughout that period, the specific date or dates
       on which you may exercise the warrants;

     - whether the warrants will be issued in fully registered form or bearer
       form, in definitive or global form or in any combination of these forms,
       although, in any case, the form of a warrant included in a unit will
       correspond to the form of the unit and of any debt security included in
       that unit;

     - any applicable material United States federal income tax consequences;

     - the identity of the warrant agent for the warrants and of any other
       depositaries, execution or paying agents, transfer agents, registrars,
       determination, or other agents;

     - the proposed listing, if any, of the warrants or any securities
       purchasable upon exercise of the warrants on any securities exchange;

     - if applicable, the minimum or maximum amount of the warrants that may be
       exercised at any one time;

     - information with respect to book-entry procedures, if any;

     - the antidilution provisions of the warrants, if any;

     - any redemption or call provisions;

     - whether the warrants are to be sold separately or with other securities
       as part of units; and

     - any other terms of the warrants.

     Additional Terms of Debt Warrants.  The prospectus supplement will contain,
where applicable, the following terms of and other information relating to any
debt warrants:

     - the designation, aggregate principal amount, currency and terms of the
       debt securities that may be purchased upon exercise of the debt warrants;

     - if applicable, the designation and terms of the debt securities with
       which the debt warrants are issued and the number of the debt warrants
       issued with each of the debt securities;

     - if applicable, the date on and after which the debt warrants and the
       related debt securities will be separately transferable; and

     - the principal amount of debt securities purchasable upon exercise of each
       debt warrant, the price at which and the currency in which the debt
       securities may be purchased and the method of exercise.

     Additional Terms of Universal Warrants.  The applicable prospectus
supplement will contain, where applicable, the following terms of and other
information relating to any universal warrants:

     - whether the universal warrants are put warrants or call warrants and
       whether you or we will be entitled to exercise the warrants;

     - the specific warrant property, and the amount or the method for
       determining the amount of the warrant property, purchasable or saleable
       upon exercise of each universal warrant;

                                       22
<PAGE>   28

     - the price at which and the currency with which the underlying securities,
       currencies or commodities may be purchased or sold upon the exercise of
       each universal warrant, or the method of determining that price;

     - whether the exercise price may be paid in cash, by the exchange of any
       other security offered with the universal warrants or both and the method
       of exercising the universal warrants; and

     - whether the exercise of the universal warrants is to be settled in cash
       or by delivery of the underlying securities, commodities, or both.

SIGNIFICANT PROVISIONS OF THE WARRANT AGREEMENTS

     We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one or
more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of the
warrant agreements and the warrants are not intended to be comprehensive and
holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding the
warrants.

     Modifications without Consent of Warrantholders.  We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:

     - cure any ambiguity;

     - cure, correct or supplement any defective or inconsistent provision; or

     - amend the terms in any other manner which we may deem necessary or
       desirable and which will not adversely affect the interests of the
       affected holders in any material respect.

     Enforceability of Rights of Warrantholders.  The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Any holder of warrant
certificates and any beneficial owner of warrants may, without the consent of
any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise the warrants evidenced by the warrant certificates in the
manner provided for in that series of warrants or pursuant to the applicable
warrant agreement. No holder of any warrant certificate or beneficial owner of
any warrants will be entitled to any of the rights of a holder of the debt
securities or any other warrant property, if any, purchasable upon exercise of
the warrants, including, without limitation, the right to receive the payments
on those debt securities or other warrant property or to enforce any of the
covenants or rights in the relevant indenture or any other similar agreement.

     Registration and Transfer of Warrants.  Subject to the terms of the
applicable warrant agreement, warrants in registered, definitive form may be
presented for exchange and for registration of transfer, at the corporate trust
office of the warrant agent for that series of warrants, or at any other office
indicated in the prospectus supplement relating to that series of warrants,
without service charge. However, the holder will be required to pay any taxes
and other governmental charges as described in the warrant agreement. The
transfer or exchange will be effected only if the warrant agent for the series
of warrants is satisfied with the documents of title and identity of the person
making the request.

     New York Law to Govern.  The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.

                                       23
<PAGE>   29

                              PLAN OF DISTRIBUTION


     FleetBoston may sell securities:



     - to the public through a group of underwriters managed or co-managed by
       one or more underwriters, which may include BancBoston Robertson Stephens
       Inc. or other affiliates;



     - through one or more agents, which may include BancBoston Robertson
       Stephens Inc. or other affiliates; or


     - directly to purchasers.

     The distribution of the securities may be effected from time to time in one
or more transactions:

     - at a fixed price, or prices, which may be changed from time to time;

     - at market prices prevailing at the time of sale;


     - at prices related to those prevailing market prices; or


     - at negotiated prices.

     Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.

     The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:

     - the name of the agent or the name or names of any underwriters;

     - the public offering or purchase price;

     - any discounts and commissions to be allowed or paid to the agent or
       underwriters;

     - all other items constituting underwriting compensation;

     - any discounts and commissions to be allowed or paid to dealers; and

     - any exchanges on which the securities will be listed.

     We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.


     If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase debt securities or warrants from us pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to those contracts will be
equal to, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:


     - the purchase by an institution of the debt securities or warrants covered
       under that contract shall not at the time of delivery be prohibited under
       the laws of the jurisdiction to which that institution is subject; and

     - if the debt securities or warrants are also being sold to underwriters
       acting as principals for their own account, the underwriters shall have
       purchased such debt securities or warrants not sold for delayed delivery.
       The underwriters and other persons acting as Fleet's agents will not have
       any responsibility in respect of the validity or performance of delayed
       delivery contracts.

     Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.

                                       24
<PAGE>   30


     BancBoston Robertson Stephens Inc. is our wholly-owned subsidiary.
Accordingly, the distribution of securities by BancBoston Robertson Stephens
Inc. will conform to the requirements set forth in Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.


     Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.



                                    EXPERTS


     Our supplemental consolidated financial statements incorporated in this
prospectus by reference to our Current Report on Form 8-K filed November 22,
1999 amending our Annual Report on Form 10-K for the year ended December 31,
1998 have been so incorporated by reference in this document in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given upon the
authority of that firm as experts in accounting and auditing.


                                 LEGAL OPINIONS


     The validity of the securities offered hereby will be passed upon for us by
Edwards & Angell, LLP, 101 Federal Street, Boston, Massachusetts 02110-1800. V.
Duncan Johnson, a partner of Edwards & Angell, LLP, is a director of Fleet Bank
(RI), National Association, one of our wholly-owned subsidiaries, and
beneficially owns 9,856 shares of our common stock.


                                       25
<PAGE>   31


                              [Fleet Boston LOGO]



                                  FLEET BOSTON


                                  CORPORATION



                               $

                                DEBT SECURITIES
                                    WARRANTS


                            ------------------------

                                   PROSPECTUS

                                           , 1999


                            ------------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.

     We are not offering the debt securities in any state where the offer is not
permitted.

     We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
<PAGE>   32


   THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
   NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
   SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
   OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
   SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



                 SUBJECT TO COMPLETION, DATED DECEMBER 9, 1999


PROSPECTUS


                               FLEET BOSTON LOGO



                            FLEET BOSTON CORPORATION



Fleet Boston Corporation may offer and sell --


- --   Common Stock

- --   Preferred Stock

- --   Warrants

We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.

A security is not a deposit and the securities are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus may be used to offer and sell securities only if accompanied by
the prospectus supplement for those securities.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


               The date of this Prospectus is             , 1999.

<PAGE>   33

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
             PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

     We provide information to you about the securities in two separate
documents that progressively provide more detail:

     - this prospectus, which provides general information, some of which may
       not apply to your securities; and

     - the accompanying prospectus supplement, which describes the specific and
       final terms of your securities.

     IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THE FOLLOWING
ORDER OF PRIORITY:

     - THE PROSPECTUS SUPPLEMENT; AND

     - THE PROSPECTUS.

     We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.

                            ------------------------


     Unless indicated in the applicable prospectus supplement, neither we nor
the underwriters have taken any action that would permit us to publicly sell
these securities in any jurisdiction outside the United States. If you are an
investor outside the United States, you should inform yourself about and comply
with any restrictions as to the offering of the securities and the distribution
of this prospectus.

<PAGE>   34

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
About This Prospectus...............    2
Where You Can Find More
  Information.......................    2
Forward Looking Statements..........    4
Fleet Boston Corporation............    5
Supplemental Consolidated Ratios of
  Earnings to Fixed Charges and
  Dividends on Preferred Stock......    6
Use of Proceeds.....................    6
Regulation and Supervision..........    7
  General...........................    7
  Liability for Bank Subsidiaries...    7
  Capital Requirements..............    8
  FDICIA............................    9
  Dividend Restrictions.............    9
  Deposit Insurance Assessments.....   10
  Depositor Preference Statute......   10
  Brokered Deposits.................   10
  Interstate Banking and
     Branching......................   10
  Control Acquisitions..............   11
  Recent Legislation................   11
  Future Legislation................   12
Description of Preferred Stock......   12
  General...........................   12
  Dividends.........................   14
  Rights Upon Liquidation...........   14
  Redemption........................   14
  Voting Rights.....................   15
  Conversion Rights.................   16
Description of Depositary Shares....   17
  General...........................   17
  Dividends and Other
     Distributions..................   17
  Withdrawal of Stock...............   17
  Redemption of Depositary Shares...   17
  Voting the Preferred Stock........   18
</TABLE>



<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
  Amendment and Termination of the
     Deposit Agreement..............   18
  Charges of Depositary.............   18
  Resignation and Removal of
     Depositary.....................   18
  Notices...........................   18
  Limitation of Liability...........   19
  Inspection of Books...............   19
Description of Existing Preferred
  Stock.............................   20
  General...........................   20
  9.35% Cumulative Preferred
     Stock..........................   20
  Series V 7.25% Perpetual Preferred
     Stock..........................   20
  Series VI 6.75% Perpetual
     Preferred Stock................   20
  Series VII Fixed/Adjustable Rate
     Cumulative Preferred Stock.....   21
  Series VIII Fixed/Adjustable Rate
     Noncumulative Preferred
     Stock..........................   21
  Junior Preferred Stock............   22
Description of Common Stock.........   22
  General...........................   22
  Transfer Agent and Registrar......   23
  Restrictions on Ownership.........   23
  Preferred Share Purchase Rights...   23
Selected Provisions in the Articles
  of FleetBoston....................   24
  Business Combinations with Related
     Persons........................   24
  Directors.........................   25
Description of Warrants.............   25
Plan of Distribution................   26
Experts.............................   27
Legal Opinions......................   27
</TABLE>

<PAGE>   35

                             ABOUT THIS PROSPECTUS


     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of common stock, preferred stock or warrants described in this prospectus in one
or more offerings up to a total dollar amount of $2,351,868,750. We may also
sell other securities under the registration statement that will reduce the
total dollar amount of securities that we may sell under this prospectus. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information."



     Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEETBOSTON," "WE," "US," "OUR" or similar
references mean Fleet Boston Corporation.


                      WHERE YOU CAN FIND MORE INFORMATION


     We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among other securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.


     In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:

                             Public Reference Room
                             450 Fifth Street, N.W.
                                   Room 1024
                             Washington, D.C. 20549

                           Northeast Regional Office
                              7 World Trade Center
                                   Suite 1300
                            New York, New York 10048

                            Midwest Regional Office
                            500 West Madison Street
                                   Suite 1400
                          Chicago, Illinois 60661-2511

     You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.


     The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:


                              http://www.sec.gov.

     You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

     The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.

                                        2
<PAGE>   36

     This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.


<TABLE>
<CAPTION>
                      SEC FILINGS                                           PERIOD
                      -----------                                           ------
<S>                                                         <C>
Annual Report on Form 10-K..............................    Year ended December 31, 1998, as filed
                                                            on March 26, 1999
Quarterly Report on Form 10-Q...........................    Quarter ended March 31, 1999, as filed
                                                            on May 14, 1999
                                                            Quarter ended June 30, 1999, as filed
                                                            on August 12, 1999
                                                            Quarter ended September 30, 1999, as
                                                            filed on November 12, 1999
Items 10-13 of FleetBoston's Definitive Proxy Statement
  to FleetBoston's Stockholders for the 1999 Annual
  Meeting of FleetBoston Stockholders...................    Filed on March 5, 1999
The description of FleetBoston common stock set forth in
  the FleetBoston registration statement filed by
  Industrial National Corporation (predecessor to
  FleetBoston) on Form 8-B dated May 29, 1970, and any
  amendment or report filed for the purpose of updating
  such description; and
Current Reports on Form 8-K.............................    Filed:
                                                            -February 1, 1999
                                                            -March 17, 1999
                                                            -April 2, 1999
                                                            -April 20, 1999
                                                            -May 14, 1999
                                                            -July 20, 1999
                                                            -August 12, 1999
                                                            -September 16, 1999
                                                            -September 30, 1999
                                                            -October 1, 1999
                                                            -October 15, 1999
                                                            -November 2, 1999
                                                            -November 19, 1999
                                                            -November 22, 1999
</TABLE>


     We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.

     You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
                         Investor Relations Department

                            Fleet Boston Corporation


                         P.O. Box 2016, MA BOS 01-20-02


                        Boston, Massachusetts 02106-2106


                                 (617) 434-7858


     We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this

                                        3
<PAGE>   37

document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.

                           FORWARD-LOOKING STATEMENTS

     This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation:

     - statements relating to the cost savings and accretion to reported
       earnings estimated to result from our merger with BankBoston Corporation;

     - statements relating to revenues of the combined company after our merger
       with BankBoston;

     - statements relating to the restructuring charges estimated to be incurred
       in connection with our merger with BankBoston; and

     - statements preceded by, followed by or that include the words "believes,"
       "expects," "anticipates," "estimates" or similar expressions.

     These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to many factors, including:


     - general political and economic conditions, either internationally,
       nationally or in the states in which we are doing business, may be less
       favorable than expected;



     - interest rate and currency fluctuations, equity and bond market
       fluctuations, the level of customers' bankruptcies, and inflation may be
       greater than expected;



     - competitive pressures among financial services companies may increase
       significantly;



     - legislative or regulatory changes may adversely affect our business;



     - technological changes, including year 2000 data systems compliance
       issues, may be more difficult or expensive than anticipated;


     - expected cost savings from our merger with BankBoston may not be fully
       realized or realized within the expected time frame;

     - revenues following our merger with BankBoston may be lower than expected;


     - costs or difficulties related to the integration of our business and that
       of BankBoston may be greater than expected; and



     - the negative impact of the divestitures to be completed in connection
       with our merger with BankBoston may be greater than expected.




                                        4
<PAGE>   38


                            FLEET BOSTON CORPORATION



     We are a diversified financial services company, with consumer and
commercial platforms serving approximately 20 million customers nationally and
internationally. Our lines of business include:



     - institutional and investment banking;



     - cash management;



     - trade services;



     - export finance;



     - mortgage banking;



     - corporate finance;



     - asset-based lending;



     - commercial lending;



     - real estate lending;



     - government banking;



     - investment management services;



     - equipment leasing;



     - credit cards;



     - discount brokerage services;



     - student loan processing; and



     - full-service banking in leading Latin American Markets.



     On October 1, 1999, we completed the merger of BankBoston Corporation into
us.



     - The name of the combined company was changed to "Fleet Boston
       Corporation."



     - The combined company will be doing business under the name "FleetBoston
       Financial."


     - The headquarters of the combined company will remain in Boston,
       Massachusetts.


     - Terrence Murray, our Chairman and Chief Executive Officer, was appointed
       the Chairman of the Board of Directors and Chief Executive Officer of the
       combined company.



     - Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
       was appointed the President and Chief Operating Officer of the combined
       company. Mr. Gifford will succeed to the role of Chief Executive Officer
       as of December 31, 2001, or at such earlier time as Mr. Murray may step
       down from that role, and Mr. Gifford will succeed to the role of Chairman
       of the Board of Directors on December 31, 2002, or at such earlier time
       as Mr. Murray may step down from that role.



     - The board of directors of the combined company consists of 13 directors
       from Fleet and 11 directors from BankBoston.



     - The merger was accounted for under the "pooling-of-interests" method of
       accounting. This means that, for accounting and financial reporting
       purposes, we will treat our companies as if they had always been one, and
       no goodwill will be created. In addition, the merger was treated as a
       "reorganization" under the Internal Revenue Code. This means that we will
       not recognize any gain or loss as a result of the merger.



     - At the effective time of the merger, each share of common stock of
       BankBoston, outstanding immediately prior to the effective time of the
       merger was converted into 1.1844 shares of our common stock.



     In connection with obtaining regulatory approvals for the merger, the
Federal Reserve Board and the United States Department of Justice required us to
agree to divest approximately $13 billion of deposits and $9 billion of loans
from the combined company, resulting in estimated divested income of $160
million after tax.



     All financial information set forth in this prospectus and accompanying
prospectus supplement has been restated for all periods to give effect to the
merger. Because the divestitures will not be significant to us, the financial
information has not been adjusted to show the effects of the divestitures.



     At September 30, 1999, our total assets on a consolidated basis were $185.3
billion, our consolidated total deposits were $113.2 billion


                                        5
<PAGE>   39


and our consolidated total stockholders' equity was $15.5 billion. Based on
total assets at September 30, 1999, we were the eighth largest bank holding
company in the United States.



     For additional information regarding the merger and certain pro forma
financial information relating to the merger, see our current reports on Form
8-K filed March 17, 1999, April 2, 1999, May 14, 1999, August 12, 1999,
September 16, 1999, September 30, 1999, October 1, 1999, October 15, 1999 and
November 22, 1999, each of which is incorporated by reference into this
prospectus. See "Where You Can Find More Information."



     Our principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.



 SUPPLEMENTAL CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND DIVIDENDS ON
                                PREFERRED STOCK



     Our supplemental consolidated ratios of earnings to fixed charges and
dividends on preferred stock were as follows for the five most recent fiscal
years and the nine months ended September 30, 1999:



<TABLE>
<CAPTION>
                                              NINE MONTHS
                                                 ENDED
                                             SEPTEMBER 30,       YEAR ENDED DECEMBER 31,
                                             -------------   --------------------------------
                                                 1999        1998   1997   1996   1995   1994
                                             -------------   ----   ----   ----   ----   ----
<S>                                          <C>             <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed Charges and
Dividends on Preferred Stock:
  Excluding Interest on Deposits...........      2.57x       2.55x  2.85x  2.62x  1.87x  2.05x
  Including Interest on Deposits...........      1.71        1.62   1.70   1.59   1.38   1.51
</TABLE>


- -------------------------
     For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest, and, where indicated, the pretax equivalent of dividends
on preferred stock. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.

                                USE OF PROCEEDS


     We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement, pricing supplement or term sheet relating to a specific issue of
securities. Our general corporate purposes may include extending credit to, or
funding investments in, our subsidiaries. The precise amounts and the timing of
our use of the net proceeds will depend upon our subsidiaries' funding
requirements and the availability of other funds. Until we use the net proceeds
from the sale of any of our securities for general corporate purposes, we will
use the net proceeds to reduce our short-term indebtedness or for temporary
investments. We expect that we will, on a recurrent basis, engage in additional
financings as the need arises to finance our growth, through acquisitions or
otherwise, or to fund our subsidiaries.


                                        6
<PAGE>   40

                           REGULATION AND SUPERVISION

     The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to us. This regulatory framework
primarily is intended for the protection of depositors and the deposit insurance
funds that insure deposits of banks, and not for the protection of security
holders. To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. A change in the statutes, regulations or regulatory policies
applicable to us or our subsidiaries may have a material effect on our business.

GENERAL


     As a bank holding company, we are subject to regulation under the Bank
Holding Company Act of 1956, as amended, and to inspection, examination and
supervision by the Federal Reserve Board. Under the Bank Holding Company Act,
bank holding companies generally may not acquire ownership or control of any
company, including a bank, without the prior approval of the Federal Reserve
Board. In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and those other activities as are determined by the
Federal Reserve Board to be closely related to banking.



     Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by us and our non-bank
subsidiaries from our affiliate insured depository institutions, and also limit
various other transactions between us and our non-bank subsidiaries, on the one
hand, and our affiliate insured depository institutions, on the other. Section
23A of the Federal Reserve Act also generally requires that an insured
depository institution's loans to its non-bank affiliates be secured, and
Section 23B of the Federal Reserve Act generally requires that an insured
depository institution's transactions with its non-bank affiliates be on
arm's-length terms.



     Our banking subsidiaries are subject to extensive supervision, examination
and regulation by various bank regulatory authorities and other governmental
agencies in the states and countries where we and our subsidiaries operate. We
and our subsidiaries are also affected by the fiscal and monetary policies of
the U.S. federal government and the Federal Reserve Board, and by various other
governmental requirements and regulations.


LIABILITY FOR BANK SUBSIDIARIES

     Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has the duty to
sell the stockholder's stock to cover the deficiency. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
U.S. federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.

     Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with:

     - the default of a commonly controlled FDIC-insured depository institution;
       or

     - any assistance provided by the FDIC to a commonly controlled FDIC-insured
       depository institution in danger of default.

"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the

                                        7
<PAGE>   41

existence of certain conditions indicating that a default is likely to occur in
the absence of regulatory assistance.


     All of our domestic banks are FDIC-insured depositary institutions. Also,
if a default occurred with respect to a bank, any capital loans to the bank from
its parent holding company would be subordinate in right of payment to payment
of the bank's depositors and certain of its other obligations.


CAPITAL REQUIREMENTS

     We are subject to risk-based capital requirements and guidelines imposed by
the Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board, the OCC, the
OTS and the FDIC on our depository institutions within their respective
jurisdictions. For this purpose, a depository institution's or holding company's
assets and certain specified off-balance sheet commitments are assigned to four
risk categories, each weighted differently based on the level of credit risk
that is ascribed to those assets or commitments. In addition, risk-weighted
assets are adjusted for low-level recourse and market-risk equivalent assets. A
depository institution's or holding company's capital, in turn, is divided into
three tiers:


     - core, or "TIER 1," capital, which consists primarily of stockholders'
       equity less certain identifiable intangible assets and certain other
       assets;



     - supplementary, or "TIER 2," capital, which includes, among other items,
       certain other debt and equity investments that do not qualify as Tier 1
       capital; and



     - market risk, or "TIER 3," capital, which includes qualifying unsecured
       subordinated debt.



     Like other bank holding companies, we currently are required to maintain
Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3 capital) equal
to at least 4% and 8% of our total risk-weighted assets (including certain
off-balance-sheet items, such as unused lending commitments and standby letters
of credit), respectively. At September 30, 1999, we met both requirements, with
Tier 1 and total capital equal to 7.14% and 11.28% of our total risk-weighted
assets.


     The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.


     The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
September 30, 1999, our leverage ratio was 7.21%, which significantly exceeded
the minimum leverage ratio to which we were subject.


     The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding companies experiencing or anticipating significant growth
may be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"TANGIBLE TIER 1 CAPITAL LEVERAGE RATIO," which would deduct all intangibles,
and other indicia of capital strength in evaluating proposals for expansion or
new activities.


     Each of the banks is subject to similar risk-based and leverage capital
requirements adopted by its applicable U.S. federal banking agency. Each of our
banks was in compliance with the applicable minimum capital requirements as of
September 30, 1999.


     Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restric-

                                        8
<PAGE>   42

tions on its business, which are described under "-- FDICIA."

FDICIA

     The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements based on these
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Unless a bank or thrift is well-capitalized,
it is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects of its operations. An undercapitalized bank or thrift must
develop a capital restoration plan and its parent bank holding company must
guarantee the bank's or thrift's compliance with the plan up to the lesser of 5%
of the bank's or thrift's assets at the time it became undercapitalized and the
amount needed to comply with the plan.


     As of September 30, 1999, each of our bank and thrift subsidiaries was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's, or the FDIC's, prompt
corrective action regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.


DIVIDEND RESTRICTIONS

     Various U.S. federal and state statutory provisions limit the amount of
dividends our banks can pay to us without regulatory approval. Dividend payments
by national banks are limited to the lesser of:

     - the level of undivided profits; and

     - absent regulatory approval, an amount not in excess of net income for the
       current year combined with retained net income for the preceding two
       years.


     Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year, combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net income for the
preceding two years. A prior notice is required if, among other things, a U.S.
federal savings bank is proposing to pay a dividend that would reduce the amount
of, or retire any of part of, its common or preferred stock or retire any part
of any debt instruments which are included in its capital for purposes of OTS
regulations.



     At September 30, 1999, approximately $1.66 billion of the total
stockholders' equity of our banks was available for payment of dividends to us,
without approval by the applicable regulatory authority.


     In addition, U.S. federal bank regulatory authorities have authority to
prohibit our banks from engaging in an unsafe or unsound practice in conducting
their business. The payment of dividends, depending upon the financial condition
of the bank in question, could be deemed to constitute an unsafe or unsound
practice. The ability of our banks to pay dividends in the

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<PAGE>   43

future is currently, and could be further, influenced by bank regulatory
policies and capital guidelines.

DEPOSIT INSURANCE ASSESSMENTS


     The deposits of each of our domestic banks are insured up to regulatory
limits by the FDIC, and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund, the "BIF," and/or the Savings
Association Insurance Fund, the "SAIF," administered by the FDIC. The FDIC has
adopted regulations establishing a permanent risk-related deposit insurance
assessment system. Under this system, the FDIC places each insured bank in one
of nine risk categories based on (1) the bank's capitalization and (2)
supervisory evaluations provided to the FDIC by the institution's primary U.S.
federal regulator. Each insured bank's insurance assessment rate is then
determined by the risk category in which it is classified by the FDIC.


     Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00 per $100 of deposits for
banks classified in the highest capital and supervisory evaluation categories to
$0.27 per $100 of deposits for banks classified in the lowest capital and
supervisory evaluation categories.


     The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective October 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. Our banks held
approximately $97.0 billion and $3.4 billion, respectively, of BIF-assessable
and SAIF-assessable deposits as of September 30, 1999.


DEPOSITOR PREFERENCE STATUTE

     In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.

BROKERED DEPOSITS

     Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.

INTERSTATE BANKING AND BRANCHING

     Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL," subject to certain concentration limits and other requirements:

     - bank holding companies such as us are permitted to acquire banks and bank
       holding companies located in any state;

     - any bank that is a subsidiary of a bank holding company is permitted to
       receive deposits, renew time deposits, close loans, service loans and
       receive loan payments as an agent for any other bank subsidiary of that
       bank holding company; and

     - banks are permitted to acquire branch offices outside their home states
       by merging with out-of-state banks, purchasing branches in other states
       and establishing de novo branch offices in other states. The ability of
       banks to acquire branch offices through purchase

                                       10
<PAGE>   44

       or opening of other branches is contingent, however, on the host state
       having adopted legislation "opting in" to those provisions of
       Riegle-Neal. In addition, the ability of a bank to merge with a bank
       located in another state is contingent on the host state not having
       adopted legislation "opting out" of that provision of Riegle-Neal.

     We might use Riegle-Neal to acquire banks in additional states and to
consolidate our bank subsidiaries under a smaller number of separate charters.

CONTROL ACQUISITIONS

     The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as us, would,
under the circumstances set forth in the presumption, constitute acquisition of
control of the bank holding company.

     In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.


RECENT LEGISLATION



     On November 12, 1999, President Clinton signed into law legislation that
allows bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. Under the Gramm-Leach-Bliley Act (the "Act"), a bank holding company
that elects to become a financial holding company may engage in any activity
that the Federal Reserve Board, in consultation with the Secretary of the
Treasury, determines by regulation or order is (1) financial in nature, (2)
incident to any such financial activity, or (3) complementary to any such
financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. This Act
makes significant changes in U.S. banking law, principally by repealing the
restrictive provisions of the 1933 Glass-Steagall Act. The Act specifies certain
activities that are deemed to be financial in nature, including lending,
exchanging, transferring, investing for others, or safeguarding money or
securities; underwriting and selling insurance; providing financial, investment,
or economic advisory services; underwriting, dealing in or making a market in,
securities; and any activity currently permitted for bank holding companies by
the Federal Reserve Board under section 4(c)(8) of the Bank Holding Company Act.
The Act does not authorize banks or their affiliates to engage in commercial
activities that are not financial in nature. A bank holding company may elect to
be treated as a financial holding company only if all depository institution
subsidiaries of the holding company are well-capitalized, well-managed and have
at least a satisfactory rating under the Community Reinvestment Act.



     National banks are also authorized by the Act to engage, through "financial
subsidiaries," in any activity that is permissible for a financial holding
company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Federal Reserve Board, determines is
financial in nature or incidental to any such financial activity, except (1)
insurance underwriting, (2) real estate development or real estate investment
activities (unless otherwise permitted by law), (3) insurance company portfolio
investments and (4) merchant banking. The authority of a national bank to invest
in a financial subsidiary is subject to a number of conditions, including, among
other things, requirements that the bank must be well-managed and
well-capitalized (after deducting from the bank's capital outstanding
investments in financial subsidiaries). The Act provides that state banks may
invest in financial


                                       11
<PAGE>   45


subsidiaries (assuming they have the requisite investment authority under
applicable state law) subject to the same conditions that apply to national bank
investments in financial subsidiaries.



     The Act also contains a number of other provisions that will affect our
operations and the operations of all financial institutions. One of the new
provisions relates to the financial privacy of consumers, authorizing federal
banking regulators to adopt rules that will limit the ability of banks and other
financial entities to disclose non-public information about consumers to
non-affiliated entities. These limitations will likely require more disclosure
to consumers, and in some circumstances will require consent by the consumer
before information is allowed to be provided to a third party.



     At this time, we are unable to predict the impact the Act may have upon our
or our subsidiaries' financial condition or results of operations.



FUTURE LEGISLATION



     Changes to the laws and regulations in the states and countries where we
and our subsidiaries do business can affect the operating environment of bank
holding companies and their subsidiaries in substantial and unpredictable ways.
We cannot accurately predict whether legislation will ultimately be enacted,
and, if enacted, the ultimate effect that it, or implementing regulations, would
have upon our or our subsidiaries' financial condition or results of operations.


                         DESCRIPTION OF PREFERRED STOCK

     The following summary contains a description of the general terms of the
preferred stock, par value $1.00 per share, the "PREFERRED STOCK" that we may
issue. Other terms of any series of preferred stock will be described in the
prospectus supplement relating to that series of preferred stock. The terms of
any series of preferred stock may differ from the terms described below. Certain
provisions of the preferred stock described below and in any prospectus
supplement are not complete. You should refer to our Restated Articles of
Incorporation, as amended, "ARTICLES OF INCORPORATION," and the certificate of
designation which will be filed with the SEC in connection with the offering of
the series of preferred stock.

GENERAL


     Our articles of incorporation authorize our board of directors to provide
for the issuance of preferred stock in one or more series, without shareholder
action. The board of directors can determine the rights, preferences and
limitations of each series. Under our articles of incorporation, 16,000,000
shares are authorized for issuance as preferred stock. Prior to the issuance of
each series of preferred stock, our board of directors will adopt resolutions
creating and designating the series as a series of preferred stock. As of
September 30, 1999, we had outstanding five series of preferred stock as
follows:



     - 500,000 shares of 9.35% cumulative preferred stock, having a liquidation
       value of $250 per share, plus accrued and unpaid dividends, were
       designated and 500,000 shares were issued and outstanding;



     - 1,265,000 shares of series V 7.25% perpetual preferred stock, having a
       liquidation value of $250 per share, plus accrued and unpaid dividends,
       were designated and 765,010 shares were issued and outstanding;



     - 690,000 shares of series VI 6.75% perpetual preferred stock, having a
       liquidation value of $250 per share, plus accrued and unpaid dividends,
       were designated and 600,000 shares were issued and outstanding;


     - 805,000 shares of series VII fixed/adjustable rate cumulative

                                       12
<PAGE>   46


preferred stock, having a liquidation value of $250 per share, plus accrued and
unpaid dividends, were designated and 700,000 shares were issued and
outstanding; and



     - 200,000 shares of series VIII fixed/adjustable rate noncumulative
       preferred stock, having a liquidation value of $250 per share, plus
       accrued and unpaid dividends, were designated and 200,000 shares were
       issued and outstanding.



In addition, our board of directors has established a series of 6,000,000 shares
of cumulative participating junior preferred stock, the "JUNIOR PREFERRED
STOCK," issuable upon exercise of our preferred share purchase rights described
below, of which no shares were issued and outstanding as of September 30, 1999.
Each such outstanding series is described below under "Description of Existing
Preferred Stock".



     The preferred stock has the terms described below, unless otherwise
provided in the prospectus supplement relating to a particular series of the
preferred stock. You should read the prospectus supplement relating to the
particular series of the preferred stock being offered for specific terms,
including:


     - the title of the preferred stock and the number of shares offered;

     - the amount of liquidation preference per share;

     - the price at which the preferred stock will be issued;

     - the dividend rate, or method of calculation, the dates on which dividends
       will be payable, whether dividends will be cumulative or noncumulative
       and, if cumulative, the dates from which dividends will commence to
       accumulate;

     - any redemption or sinking fund provisions;

     - any conversion provisions;

     - whether we have elected to offer depositary shares as described under
       "Description of Depositary Shares"; and

     - any other rights, preferences, privileges, limitations and restrictions
       on the preferred stock.

     The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, each series of the
preferred stock will rank equally as to dividends and liquidation rights in all
respects with each other series of preferred stock, except for the junior
preferred stock, and will rank senior in all respects to any outstanding shares
of our junior preferred stock and common stock.

     The preferred stock will have no preemptive rights to subscribe for any
additional securities which we may issue.


     Unless otherwise specified in the applicable prospectus supplement, the
depositary, transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of the preferred stock will be First Chicago Trust Company, a
division of EquiServe LP.


     As described under "Description of Depositary Shares", we may, at our
option, with respect to any series of the preferred stock, elect to offer
fractional interests in shares of preferred stock, and provide for the issuance
of depositary receipts representing depositary shares, each of which will
represent a fractional interest in a share of that series of the preferred
stock. The fractional interest will be specified in the prospectus supplement
relating to a particular series of the preferred stock.

     Any series of the preferred stock will, with respect to the priority of the
payment of dividends and the priority of payments upon liquidation, winding up
and dissolution, rank:

     - senior to all classes of common stock and all equity securities issued by
       us the terms of which specifically provide that the equity securities
       will rank junior to the preferred stock, the "JUNIOR SECURITIES;"

     - equally with all equity securities issued by us the terms of which
       specifically provide that the equity securities will rank equally with
       the preferred stock, the "PARITY SECURITIES;" and

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<PAGE>   47

     - junior to all equity securities issued by us the terms of which
       specifically provide that the equity securities will rank senior to the
       preferred stock.

DIVIDENDS

     Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by our board of directors, cash dividends at such rates
and on such dates described in the prospectus supplement. Different series of
preferred stock may be entitled to dividends at different rates or based on
different methods of calculation. The dividend rate may be fixed or variable or
both. If variable, the formula or other method used for determining the
applicable dividend rate for each dividend period will be described in the
applicable prospectus supplement. If fixed, dividends will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.

     Dividends on any series of the preferred stock may be cumulative or
noncumulative, as described in the applicable prospectus supplement. If our
board of directors does not declare a dividend payable on a dividend payment
date on any series of noncumulative preferred stock, then the holders of that
noncumulative preferred stock will have no right to receive a dividend for that
dividend payment date, and we will have no obligation to pay the dividend
accrued for that period, whether or not dividends on that series are declared
payable on any future dividend payment dates.

     No full dividends may be declared or paid or funds set apart for the
payment of any dividends on any parity securities unless dividends have been
paid or set apart for payment on the preferred stock. If full dividends are not
paid, the preferred stock will share dividends pro rata with the parity
securities. No dividends may be declared or paid or funds set apart for the
payment of dividends on any junior securities unless full cumulative dividends
for all dividend periods terminating on or prior to the date of the declaration
or payment will have been paid or declared and a sum sufficient for the payment
set apart for payment on the preferred stock.

     Our ability to pay dividends on our preferred stock is subject to policies
established by the Federal Reserve Board. See "Regulation and
Supervision--Dividend Restrictions."

RIGHTS UPON LIQUIDATION

     If we dissolve, liquidate or wind up our affairs, either voluntarily or
involuntarily, the holders of each series of preferred stock will be entitled to
receive, before any payment or distribution of assets is made to holders of
junior securities, liquidating distributions in the amount described in the
prospectus supplement relating to that series of the preferred stock, plus an
amount equal to accrued and unpaid dividends and, if the series of the preferred
stock is cumulative, for all dividend periods prior to that point in time. If
the amounts payable with respect to the preferred stock of any series and any
other parity securities are not paid in full, the holders of the preferred stock
of that series and of the parity securities will share proportionately in the
distribution of our assets in proportion to the full liquidation preferences to
which they are entitled. After the holders of preferred stock and the parity
securities are paid in full, they will have no right or claim to any of our
remaining assets.

     Because we are a bank holding company, our rights, the rights of our
creditors and of our stockholders, including the holders of the preferred stock
offered by this prospectus, to participate in the assets of any subsidiary upon
the subsidiary's liquidation or recapitalization may be subject to the prior
claims of the subsidiary's creditors except to the extent that we may ourselves
be a creditor with recognized claims against the subsidiary.

REDEMPTION

     A series of the preferred stock may be redeemable, in whole or in part, at
our option or the option of the holder. In addition, a series of preferred stock
may be subject to mandatory redemption pursuant to a sinking fund or otherwise.
The redemption provisions that may apply to a series of preferred stock,
including the redemption dates and the redemption prices

                                       14
<PAGE>   48

for that series, will be described in the prospectus supplement.

     In the event of partial redemptions of preferred stock, whether by
mandatory or optional redemption, our board of directors will determine the
method for selecting the shares to be redeemed, which may be by lot or pro rata
or by any other method determined to be equitable.

     On or after a redemption date, unless we default in the payment of the
redemption price, dividends will cease to accrue on shares of preferred stock
called for redemption. In addition, all rights of holders of the shares will
terminate except for the right to receive the redemption price.


     Under current regulations, bank holding companies may exercise an option to
redeem shares of preferred stock included as Tier 1 capital, or exchange the
preferred stock for debt securities, without the prior approval of the Federal
Reserve Board, if the bank holding company will remain well capitalized,
received a composite rating of 1 or 2 on its most recent BOPEC (which is an
acronym for Bank, Other non-bank subsidiaries, Parent, Earnings and Capital)
inspection and is not the subject of any unresolved supervisory issues.


VOTING RIGHTS

     Unless otherwise described in the applicable prospectus supplement, holders
of the preferred stock will have no voting rights except as set forth below or
as otherwise required by law.

     Whenever dividends payable on the preferred stock are in arrears for a
number of dividend periods, whether or not consecutive, which in the aggregate
is equivalent to six calendar quarters, the holders of outstanding shares of the
preferred stock, voting as a class with holders of shares of all other series of
preferred stock ranking equally with the preferred stock either as to dividends
or the distribution of assets upon liquidation, dissolution or winding up and
upon which like voting rights have been conferred and are exercisable, will be
entitled to vote for the election of two additional directors on the terms set
forth below. These voting rights will continue, in the case of any series of
cumulative preferred stock, until all past dividends accumulated on shares of
cumulative preferred stock are paid in full. Upon payment in full of these
dividends, the voting rights will terminate except as expressly provided by law.
These voting rights are subject to re-vesting in the event of each and every
subsequent default in the payment of dividends. Holders of all series of
preferred stock which are granted these voting rights and which rank equally
with the preferred stock will vote as a class, and, unless otherwise specified
in the applicable prospectus supplement, each holder of shares of the preferred
stock will have one vote for each share of stock held and each other series will
have the number of votes, if any, for each share of stock held as may be granted
to them. In the event that the holders of shares of the preferred stock are
entitled to vote as described in this paragraph, our board of directors will be
increased by two directors, and the holders of the preferred stock will have the
exclusive right as members of that class, as outlined above, to elect two
directors at the next annual meeting of stockholders.

     Upon termination of the right of the holders of the preferred stock to vote
for directors as discussed in the preceding paragraph, the term of office of all
directors then in office elected by those holders will terminate immediately.
Whenever the term of office of the directors elected by those holders ends and
the related special voting rights expire, the number of directors will
automatically be decreased to the number of directors as would otherwise
prevail.

     So long as any shares of preferred stock remain outstanding, we shall not,
without the affirmative vote or consent of the holders of at least two-thirds of
the shares of the preferred stock outstanding at the time, voting as a class
with all other series of preferred stock ranking equally with the preferred
stock either as to dividends or the distribution of assets upon liquidation,
dissolution or winding up and upon which like voting rights have been conferred
and are exercisable, given in person or by proxy, either in writing or at a
meeting:

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<PAGE>   49

     - issue, authorize or increase the authorized amount of, any class or
       series of stock ranking senior to the preferred stock with respect to
       payment of dividends or the distribution of assets upon liquidation,
       dissolution or winding up of us; or

     - amend, alter or repeal, whether by merger, consolidation or otherwise,
       the provisions of our articles of incorporation or the certificate of
       designations of the preferred stock so as to adversely affect any powers,
       preferences, privileges or rights of the preferred stock.

However, any increase in the amount of authorized preferred stock or the
creation and issuance, or an increase in the authorized or issued amount, of
other series of preferred stock, or any increase in the amount of authorized
shares of preferred stock, in each case ranking equally with or junior to the
preferred stock with respect to the payment of dividends and the distribution of
assets upon our liquidation, dissolution or winding up will not be deemed to
adversely affect these powers, preferences, privileges or rights.


     Under regulations adopted by the Federal Reserve Board, if the holders of
any series of the preferred stock are or become entitled to vote for the
election of directors because dividends on such series are in arrears, the
series may then be deemed a "class of voting securities" and a holder of 25% or
more of that series, or a holder of 5% or more if it otherwise exercises a
"controlling influence" over us, may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act. In addition,
whenever a series is deemed a class of voting securities, (a) any other bank
holding company may be required to obtain the approval of the Federal Reserve
Board to acquire or retain 5% or more of that series and (b) any person other
than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.


CONVERSION RIGHTS


     The prospectus supplement relating to any series of the preferred stock
that is convertible will state the terms on which shares of that series are
convertible into our other securities.


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<PAGE>   50

                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

     We may, at our option, elect to offer fractional shares of preferred stock,
"DEPOSITARY SHARES," rather than full shares of preferred stock. If we do, we
will issue to the public receipts, called "DEPOSITARY RECEIPTS," for depositary
shares, each of which will represent a fraction, to be described in the
prospectus supplement, of a share of a particular series of preferred stock.

     The shares of any series of preferred stock represented by depositary
shares will be deposited under a Deposit Agreement, the "DEPOSIT AGREEMENT,"
between us and the depositary named in the prospectus supplement, the
"DEPOSITARY." Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fractional
interest in a share of preferred stock represented by the depositary share, to
all the rights and preferences of the preferred stock represented by the
depositary share. Those rights include dividend, voting, redemption, conversion
and liquidation rights.

     The following summary of certain provisions of the deposit agreement is not
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the deposit agreement. Whenever particular sections of the
deposit agreement are referred to, it is intended that the sections shall be
incorporated by reference in this prospectus. You should read copies of the
forms of deposit agreement and depositary receipt filed as exhibits to the
registration statement which contains this prospectus.

DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares in proportion to the numbers of depositary shares owned by
those holders.

     If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares,
unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, sell the
property and distribute the net proceeds from the sale to the holders.

WITHDRAWAL OF STOCK

     Unless the related depositary shares have been previously called for
redemption, upon surrender of the depositary receipts at the office of the
depositary, the holder of the depositary shares will be entitled to delivery, at
the office of the depositary to or upon his or her order, of the number of whole
shares of the preferred stock and any money or other property represented by the
depositary shares. If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of depositary shares
representing the number of whole shares of preferred stock to be withdrawn, the
depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. In no event will the
depositary deliver fractional shares of preferred stock upon surrender of
depositary receipts.

REDEMPTION OF DEPOSITARY SHARES

     Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing shares of the preferred stock so redeemed, so long as we
have paid in full to the depositary the redemption price of the preferred stock
to be redeemed plus an amount equal to any accumulated and unpaid dividends on
the preferred stock to the date fixed for redemption. The redemption price per
depositary share will be equal to the redemption price and any other amounts per
share payable on the preferred stock multiplied by the fraction of a share of
preferred stock represented by one depositary share. If less than all the
depositary shares are to be redeemed, the depositary shares to be

                                       17
<PAGE>   51

redeemed will be selected by the lot or pro rata as may be determined by the
depositary.

     After the date fixed for redemption, depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of depositary shares will cease, except the right to receive the moneys
payable upon redemption and any money or other property to which the holders of
the depositary shares were entitled upon redemption upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.

VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
relating to that preferred stock. The record date for the depositary receipts
relating to the preferred stock will be the same date as the record date for the
preferred stock. Each record holder of the depositary shares on the record date
will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the number of shares of preferred stock represented by that
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the number of shares of preferred stock represented by the
depositary shares in accordance with those instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote any shares of
preferred stock except to the extent it receives specific instructions from the
holders of depositary shares representing that number of shares of preferred
stock.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary receipts will
not be effective unless it has been approved by the holders of at least a
majority of the depositary shares then outstanding.

     We or the depositary may terminate the deposit agreement only if:

     - all outstanding depositary shares have been redeemed; or

     - there has been a final distribution in respect of the preferred stock in
       connection with our liquidation, dissolution or winding up and the
       distribution has been distributed to the holders of depositary receipts.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and such other charges
as are expressly provided in the deposit agreement to be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may remove the depositary at any time. Any resignation
or removal of the depositary will take effect upon our appointment of a
successor depositary and its acceptance of such appointment. The successor
depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.

NOTICES

     The depositary will forward to holders of depositary receipts all notices,
reports and other communications, including proxy solicitation materials
received from us, which are delivered to the depositary and which we are
required to furnish to the holders of the preferred stock.

                                       18
<PAGE>   52

LIMITATION OF LIABILITY


     Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of our and their duties under that agreement. We and the depositary will
not be obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely upon written advice of counsel or accountants, on
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.


INSPECTION OF BOOKS

     Any record holder of depositary shares who has been a holder for at least
six months or who holds at least five percent of our outstanding shares of
capital stock will be entitled to inspect the transfer books relating to the
depositary shares and the list of record holders of depositary shares upon
certification to the depositary that the holder is acting in good faith and that
the inspection is for a proper purpose.

                                       19
<PAGE>   53

                    DESCRIPTION OF EXISTING PREFERRED STOCK

GENERAL

     The following summary of the outstanding series of our preferred stock does
not purport to be complete, and is subject in all respects to the applicable
provisions of the Rhode Island Business Corporation Act, our articles of
incorporation and our bylaws.

9.35% CUMULATIVE PREFERRED STOCK


     We must pay dividends on the outstanding 9.35% preferred stock cumulatively
and on a quarterly basis at the rate of 9.35% per annum. We may not redeem any
shares of our common stock or any other junior securities or parity securities,
unless we have paid full cumulative dividends for all past dividend payment
periods. Further, if any dividends on the 9.35% preferred stock are in arrears,
we may not redeem any shares of the 9.35% preferred stock, unless we
simultaneously redeem all outstanding shares of the 9.35% preferred stock,
except pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of the 9.35% preferred stock.



     We are permitted to redeem the 9.35% preferred stock on at least 30 but not
more than 60 days' notice, at our option, in whole or in part, at any time on
and after January 15, 2000, at a redemption price equal to $250 per share, plus
any accrued and unpaid dividends. On December 7, 1999, we announced our
intention to redeem all of our outstanding 9.35% preferred stock on January 15,
2000.



     Holders of the 9.35% preferred stock have no voting rights, except as
described above under "Description of Preferred Stock--Voting Rights."


SERIES V 7.25% PERPETUAL PREFERRED STOCK


     The holders of Series V preferred stock are entitled to receive dividends
at the rate of 7.25% per annum, payable quarterly, before we may declare or pay
any dividend on our common stock or any junior securities. The dividends on the
Series V preferred stock are cumulative. We may redeem the Series V preferred
stock, in whole or in part, at our option, on and after April 15, 2001, at $250
per share, plus accrued and unpaid dividends, if any. However, so long as any
shares of the Series V preferred stock are outstanding, we may not redeem any
shares of our common stock or any other junior securities or parity securities,
unless we have paid full cumulative dividends on all outstanding shares of the
Series V preferred stock for all past dividend payment periods.



     If any dividends on the Series V preferred stock are in arrears, we may not
redeem any shares of the Series V preferred stock, unless we simultaneously
redeem all outstanding shares of the Series V preferred stock, except pursuant
to a purchase or exchange offer made on the same terms to holders of all
outstanding shares of the Series V preferred stock.


     Holders of the Series V preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."

SERIES VI 6.75% PERPETUAL PREFERRED STOCK


     The holders of Series VI preferred stock are entitled to receive dividends
at the rate of 6.75% per annum, payable quarterly, before we may declare or pay
any dividend on our common stock or any junior securities. The dividends on the
Series VI preferred stock are cumulative. We will adjust the amount of dividends
payable in respect of the Series VI preferred stock in the event the Internal
Revenue Code is amended to reduce the percentage of the dividend payable on the
Series VI preferred stock which may be deducted by corporate holders, called the
"DIVIDENDS RECEIVED DEDUCTION."


     We may redeem the Series VI preferred stock, in whole or in part, at our
option, on and after April 15, 2006, at $250 per share, plus accrued and unpaid
dividends, if any. We may also redeem the Series VI preferred stock prior to
April 15, 2006, in whole, at our option, in the

                                       20
<PAGE>   54


event the Internal Revenue Code is amended to reduce the dividends received
deduction.



     So long as any shares of the Series VI preferred stock are outstanding, we
may not redeem any shares of our common stock or any other junior securities or
parity securities unless we have paid full cumulative dividends on all
outstanding shares of the Series VI preferred stock for all past dividend
payment periods. Further, if any dividends on the Series VI preferred stock are
in arrears, we may not redeem any shares of the Series VI preferred stock unless
we simultaneously redeem all outstanding shares of the Series VI preferred
stock, except pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of the Series VI preferred stock.


     Holders of the Series VI preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."

SERIES VII FIXED/ADJUSTABLE RATE
CUMULATIVE PREFERRED STOCK

     Through April 1, 2006, the holders of the Series VII preferred are entitled
to receive dividends at the rate of 6.60% per annum computed on the basis of the
issue price of the Series VII preferred stock of $250 per share, payable
quarterly, before we may declare or pay any dividend upon our common stock or
any junior securities. Thereafter the dividend rate on the Series VII preferred
stock will be a rate per annum equal to .50% plus the highest of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate, as each term is defined in the Certificate of Designation
establishing the Series VII preferred stock. The applicable rate per annum for
any dividend period beginning on or after April 1, 2006 will not be less than
7.0% nor greater than 13.0%.


     Dividends on the Series VII preferred stock are cumulative. We will adjust
the amount of dividends that will be payable in respect of the Series VII
preferred stock in the event the Internal Revenue Code is amended to reduce the
dividends received deduction.



     We may redeem the Series VII preferred stock, in whole or in part, at our
option, on and after April 1, 2006, at $250 per share, plus accrued and unpaid
dividends, if any. We may also redeem the Series VII preferred stock prior to
April 1, 2006, in whole, at our option, in the event the Internal Revenue Code
is amended to reduce the dividends received deduction.



     So long as any shares of the Series VII preferred stock are outstanding, we
may not redeem any shares of our common stock or any junior securities or parity
securities, unless we have paid full cumulative dividends on all outstanding
shares of Series VII preferred stock for all past dividend payment periods.
Further, if any dividends on the Series VII preferred stock are in arrears, we
may not redeem any shares of the Series VII preferred stock, unless we
simultaneously redeem all outstanding shares of the Series VII preferred stock,
except pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of the Series VII preferred stock.


     Holders of the Series VII preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."

SERIES VIII FIXED/ADJUSTABLE RATE NONCUMULATIVE PREFERRED STOCK


     Through October 1, 2001, the holders of the Series VIII preferred stock are
entitled to receive dividends at the rate of 6.59% per annum, payable quarterly,
before we may declare or pay any dividend on our common stock or any junior
securities. Thereafter the dividend rate on the Series VIII preferred stock will
be a rate per annum equal to .45% plus the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate,
as each term is defined in the Certificate of Designations establishing the
Series VIII preferred stock. The applicable rate per annum for any dividend
period beginning on or after October 1, 2001 will not be less than 7.0% nor
greater than 13.0%. The divi-


                                       21
<PAGE>   55


dends on the Series VIII preferred stock are noncumulative. We will adjust the
amount of dividends payable in respect of the Series VIII preferred stock in the
event the Internal Revenue Code is amended to reduce the dividends received
deduction.



     We may redeem the Series VIII preferred stock, in whole or in part, at our
option on and after October 1, 2001, at $250 per share, plus accrued and unpaid
dividends, if any, for the then-current dividend period, without accumulation of
accrued and unpaid dividends for prior dividend periods. We may also redeem the
Series VIII preferred stock prior to October 1, 2001, in whole, at our option,
in the event the Internal Revenue Code is amended to reduce the dividends
received deduction.



     So long as any shares of the Series VIII preferred stock are outstanding,
we may not redeem any shares of our common stock or any junior securities or
parity securities, unless we have paid all dividends on all outstanding shares
of Series VIII preferred stock for the then-current dividend period. Further, if
dividends on the Series VIII preferred stock have not been paid for the
then-current dividend period, we may not redeem any shares of the Series VIII
preferred stock, unless we simultaneously redeem all outstanding shares of such
class, except pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of the Series VIII preferred stock.


     Holders of the Series VIII preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."

JUNIOR PREFERRED STOCK


     As of the date of this Prospectus, there were six million shares of junior
preferred stock reserved for issuance upon the exercise of our preferred share
purchase rights. See "--Description of Common Stock--Preferred Share Purchase
Rights." Shares of junior preferred stock purchasable upon exercise of our
preferred share purchase rights will rank junior to the preferred stock and will
not be redeemable. Each share of junior preferred stock will, subject to the
rights of our senior securities, be entitled to a preferential cumulative
quarterly dividend payment equal to the greater of $1.00 per share or, subject
to certain adjustments, 100 times the dividend declared per share of our common
stock. Upon our liquidation, dissolution or winding up, holders of junior
preferred stock will, subject to the rights of those senior securities, be
entitled to a preferential liquidation payment equal to the greater of $1.00 per
share, plus all accrued and unpaid dividends, or 100 times the amount received
per share of our common stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of our common stock are
exchanged, each share of junior preferred stock will, subject to the rights of
those senior securities, be entitled to receive 100 times the amount received
per share of our common stock. Each share of junior preferred stock will have
100 votes, voting together with our common stock. The rights of junior preferred
stock are protected by customary antidilution provisions.


                          DESCRIPTION OF COMMON STOCK

GENERAL


     We have two billion shares of common stock authorized, of which 915,564,364
million shares were outstanding as of October 31, 1999.


     Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of any funds legally available for
dividends. Holders of our common stock are also entitled, upon our liquidation,
and after claims of creditors and preferences of preferred stock, and any other
class or series of preferred stock outstanding at the time of liquidation, to
receive pro rata our net assets. We pay dividends on our common stock only if we
have paid or provided for all dividends on our outstanding series of preferred
stock, for the

                                       22
<PAGE>   56

then-current period and, in the case of any cumulative preferred stock, all
prior periods.

     Our preferred stock has, or upon issuance will have, preference over our
common stock with respect to the payment of dividends and the distribution of
assets in the event of our liquidation or dissolution. Our preferred stock also
has such other preferences as may be fixed by our board of directors.


     Holders of our common stock are entitled to one vote for each share that
they hold and are vested with all of the voting power except as our board of
directors has provided, or may provide in the future, with respect to preferred
stock or any other class or series of preferred stock that the board of
directors may authorize in the future. See "Description of Preferred Stock" and
"Description of Existing Preferred Stock." Shares of our common stock are not
redeemable, and have no subscription, conversion or preemptive rights.


     The affirmative vote of not less than 80% of our outstanding voting stock,
voting separately as a class, is required for certain business combinations
between us and/or our subsidiaries and persons owning 10% or more of our voting
stock. See "Selected Provisions in our Articles of Incorporation--Business
Combinations With Related Persons."


     Our common stock is listed on the New York Stock Exchange. When we issue
shares of Common Stock, the shares will be fully paid and non-assessable. There
is a provision of Rhode Island law (G.L. 1956 sec. 7-1.1-43) that relates to
distributions by us to our stockholders. If our board of directors approves, and
we make, a distribution when we are insolvent, or that renders us insolvent, and
any of our directors is found liable for the distribution, then our stockholders
may be required to pay back to us the amount of the distribution made to our
stockholders (or the portion of the distribution that caused us to become
insolvent).


TRANSFER AGENT AND REGISTRAR


     The transfer agent and registrar for our common stock is First Chicago
Trust Company, a division of EquiServe LP.


RESTRICTIONS ON OWNERSHIP


     The Bank Holding Company Act requires any "bank holding company," as
defined in the Bank Holding Company Act, to obtain the approval of the Federal
Reserve Board prior to the acquisition of 5% or more of our common stock. Any
person, other than a bank holding company, is required to obtain prior approval
of the Federal Reserve Board to acquire 10% or more of our common stock under
the Change in Bank Control Act. Any holder of 25% or more of our common stock,
or a holder of 5% or more if the holder otherwise exercises a "controlling
influence" over us, is subject to regulation as a bank holding company under the
Bank Holding Company Act. See "Regulation and Supervision."


PREFERRED SHARE PURCHASE RIGHTS


     On November 21, 1990, our board of directors declared a dividend of one
preferred share purchase right, a "FLEETBOSTON RIGHT," for each outstanding
share of our common stock. This was adjusted to one-half of a right per share
upon our two-for-one common stock split that was effective October 7, 1998. We
paid the dividend on December 4, 1990, to the stockholders of record on that
date. Each FleetBoston right, when exercisable and prior to adjustment, will
entitle the registered holder to purchase from us one one-hundredth of a share
of junior preferred stock at an exercise price of $50 per one one-hundredth of a
share of junior preferred stock, subject to certain adjustments. Until the
"Distribution Date," as defined in the FleetBoston rights agreement, we will
issue one-half of a FleetBoston right with each share of our common stock.



     The FleetBoston rights have certain anti-takeover effects. The FleetBoston
rights may cause substantial dilution to a person or group that attempts to
acquire us on terms not approved by our board of directors, except pursuant to
an offer conditioned on a substantial number of FleetBoston rights being
acquired. The FleetBoston rights should not interfere with any merger or other
business combination approved by our board of directors prior to the time that
there is an "acquiring person," as defined in the


                                       23
<PAGE>   57


FleetBoston rights agreement, at which time holders of the FleetBoston rights
become entitled to exercise their FleetBoston rights for shares of our common
stock at one-half the market price of our common stock. Until there is an
acquiring person, however, the FleetBoston rights generally may be redeemed by
our board of directors at $.005 per FleetBoston right.



               SELECTED PROVISIONS IN THE ARTICLES OF FLEETBOSTON


     The following discussion sets forth material provisions of our articles of
incorporation.

BUSINESS COMBINATIONS WITH RELATED PERSONS

     Our articles of incorporation provide that neither we nor any of our
subsidiaries may engage in business transactions known as "business
combinations" with persons known as "related persons" unless the transaction:

     - was approved by an 80% vote of our board of directors prior to the time
       the related person became a related person;

     - is approved by a vote of 80% of the continuing directors and a majority
       of our entire board of directors and the transaction complies with
       certain conditions related to price and procedure; or

     - if there is not full compliance with the preceding two bullet points, the
       transaction is approved by a vote of 80% of the outstanding shares of our
       capital stock entitled to vote generally in the election of directors,
       voting as a single class.

     A "BUSINESS COMBINATION" includes:

     - any merger or consolidation of us or any of our subsidiaries into or with
       a related person or any of its affiliates or associates;

     - any sale, exchange, lease, transfer or other disposition to or with a
       related person of all, substantially all or any substantial part of our
       assets or any of our subsidiaries; Substantial part is defined as assets
       having a value of more than 5% of our total consolidated assets;

     - any purchase, exchange, lease or other acquisition by us or any of our
       subsidiaries of all or any substantial part of the assets or business of
       a related person or any of its affiliates or associates;

     - any reclassification of securities, recapitalization or other transaction
       that has the effect, directly or indirectly, of increasing the
       proportionate amount of our voting shares or any subsidiary which are
       beneficially owned by a related person; and

     - the acquisition by a related person of beneficial ownership of voting
       securities, securities convertible into voting securities or any rights,
       warrants or options to acquire voting securities of any of our
       subsidiaries.

     A "RELATED PERSON" includes any person who is the beneficial owner of 10%
or more of our voting shares prior to the consummation of a business combination
or any person who is our affiliate and was the beneficial owner of 10% or more
of our voting shares at any time within the five years preceding the date on
which a binding agreement providing for a business combination is authorized by
our board of directors.

     "CONTINUING DIRECTORS" are those individuals who were members of our board
of directors prior to the time a related person became the beneficial owner of
10% or more of our voting stock or those individuals designated as continuing
directors (prior to their initial election as directors) by a majority of the
then-continuing directors.

     To amend these provisions, a supermajority vote (80%) of our board of
directors, a majority vote of the continuing directors and a supermajority vote
(80%) of our stockholders is required. If the amendment is recommended to the
stockholders by a majority of our board of directors and not less than 80% of
the continuing directors, only the vote provided under the Rhode Island Business
Corporation Act is required.

                                       24
<PAGE>   58

DIRECTORS

     Our articles of incorporation contain a number of additional provisions
that are intended to delay an outside party's ability to take control of our
board of directors, even after the outside party has obtained majority ownership
of our common stock. Our articles of incorporation provide for a classified
board of directors, consisting of three classes of directors serving staggered
three-year terms.

     Our directors may only be removed for cause and only by a vote of:

     - the holders of 80% of the outstanding shares of stock entitled to vote on
       the election of directors, voting separately as a class at a meeting
       called for that purpose; or

     - a majority of the continuing directors and a majority of our board of
       directors as it exists at that time.

Vacancies on our board of directors, regardless of the reason, may only be
filled by our board of directors, acting by a vote of 80% of the directors then
in office.


     Our articles of incorporation provide that our board of directors is to
consist of 13 members, unless otherwise determined by resolution adopted by a
supermajority vote (80%) of our board of directors and a majority of the
continuing directors. Our board of directors has adopted a resolution fixing the
number of directors at 24. The resolution also provides that the board of
directors only may be increased by the affirmative vote of 80% of our board of
directors and a majority of the continuing directors. However, in the event that
quarterly dividends are not paid on our non-voting preferred stock, the holders
of that preferred stock, voting separately as a class, will be entitled to elect
additional directors.


                            DESCRIPTION OF WARRANTS

     We may issue warrants to purchase preferred stock or common stock. Warrants
may be issued independently or together with preferred stock or common stock and
may be attached to or separate from any preferred stock or common stock. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. Below is a description of certain general terms and provisions of
the warrants that we may offer. Further terms of the warrants and the applicable
warrant agreement will be described in the prospectus supplement.

     The prospectus supplement relating to a particular issue of warrants will
describe the terms of the warrants, which may include the following:

     - the title of the warrants;

     - the offering price for the warrants, if any;

     - the aggregate number of the warrants;

     - the designation and terms of the preferred stock or common stock
       purchasable upon exercise of the warrants;

     - if applicable, the designation and terms of the preferred stock or common
       stock with which the warrants are issued and the number of warrants
       issued with each security;

     - if applicable, the date from and after which the warrants and the related
       preferred stock or common stock will be separately transferable;

     - the number of shares of preferred stock or common stock purchasable upon
       exercise of a warrant and the price at which those shares may be
       purchased;

     - the date on which the right to exercise the warrants shall begin and the
       date on which such right shall expire;

     - if applicable, the minimum or maximum amount of the warrants that may be
       exercised at any one time;

                                       25
<PAGE>   59

     - information with respect to book-entry procedures, if any;

     - the currency or currency units in which the offering price, if any, and
       the exercise price are payable;

     - if applicable, a discussion of material United States Federal income tax
       considerations;

     - the antidilution provisions of the warrants, if any;

     - any redemption or call provisions; and

     - any additional terms of the warrants, including terms, procedures, and
       limitations relating to the exchange and exercise of the warrants.

                              PLAN OF DISTRIBUTION


     FleetBoston may sell securities:



     - to the public through a group of underwriters managed or co-managed by
       one or more underwriters, which may be BancBoston Robertson Stephens Inc.
       or other affiliates;



     - through one or more agents, which may be BancBoston Robertson Stephens
       Inc. or other affiliates; or


     - directly to purchasers.

     The distribution of the securities may be effected from time to time in one
or more transactions:

     - at a fixed price, or prices, which may be changed from time to time;

     - at market prices prevailing at the time of sale;


     - at prices related to those prevailing market prices; or


     - at negotiated prices.

     Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.

     The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:

     - the name of the agent or the name or names of any underwriters;

     - the public offering or purchase price;

     - any discounts and commissions to be allowed or paid to the agent or
       underwriters;

     - all other items constituting underwriting compensation;

     - any discounts and commissions to be allowed or paid to dealers; and

     - any exchanges on which the securities will be listed.

     Only the agents or underwriters named in the prospectus supplement are
agents or underwriters in connection with the securities being offered.

     We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.


     If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities or warrants from us pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to those contracts will be
equal to the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institu-


                                       26
<PAGE>   60

tions and other institutions, but shall in all cases
be subject to our approval. Delayed delivery contracts will not be subject to
any conditions except that:

     - the purchase by an institution of the securities or warrants covered
       under that contract shall not at the time of delivery be prohibited under
       the laws of the jurisdiction to which that institution is subject; and

     - if the securities or warrants are also being sold to underwriters acting
       as principals for their own account, the underwriters shall have
       purchased such securities or warrants not sold for delayed delivery. The
       underwriters and other persons acting as our agents will not have any
       responsibility in respect of the validity or performance of delayed
       delivery contracts.

     Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.


     BancBoston Robertson Stephens Inc. is our wholly-owned subsidiary.
Accordingly, the distribution of securities by BancBoston Robertson Stephens
Inc. will conform to the requirements set forth in Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.


     Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.

                                    EXPERTS


     Our supplemental consolidated financial statements incorporated in this
prospectus by reference to our Current Report on Form 8-K filed November 22,
1999 amending our Annual Report on Form 10-K for the year ended December 31,
1998 have been so incorporated by reference in this document in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given upon the
authority of that firm as experts in accounting and auditing.


                                 LEGAL OPINIONS


     The validity of the securities offered hereby will be passed upon for us by
Edwards & Angell, LLP, 101 Federal Street, Boston, Massachusetts 02110-1800. V.
Duncan Johnson, a partner of Edwards & Angell, LLP, is a director of Fleet Bank
(RI), National Association, one of our wholly-owned subsidiaries, and
beneficially owns 9,856 shares of our common stock.


                                       27
<PAGE>   61


                              [Fleet Boston LOGO]



                            FLEET BOSTON CORPORATION



                               $
                                PREFERRED STOCK
                                  COMMON STOCK

                                    WARRANTS


                            ------------------------

                                   PROSPECTUS

                                           , 1999


                            ------------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.

     We are not offering the securities in any state where the offer is not
permitted.

     We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
<PAGE>   62

     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
     MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
     AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
     THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED DECEMBER 9, 1999

PROSPECTUS


                              [FLEET BOSTON LOGO]





                            FLEET BOSTON CORPORATION

                         JUNIOR SUBORDINATED DEBENTURES

                                  FLEET CAPITAL TRUST VI
                                  FLEET CAPITAL TRUST VII
                                  FLEET CAPITAL TRUST VIII
                                  FLEET CAPITAL TRUST IX
                                  FLEET CAPITAL TRUST X


                              PREFERRED SECURITIES
                    FULLY AND UNCONDITIONALLY GUARANTEED BY
                            FLEET BOSTON CORPORATION

                            ------------------------

                                  THE TRUSTS:

     The trusts are Delaware business trusts. Each trust may from time to time:

     -  sell preferred securities representing undivided beneficial interests in
        the trust to the public.


     -  sell common securities representing undivided beneficial interests in
        the trust to Fleet Boston Corporation.



     -  use the proceeds from these sales to buy an equal principal amount of
        junior subordinated debentures of Fleet Boston Corporation.


     -  distribute the cash payments it receives on the junior subordinated
        debentures it owns to the holders of the preferred and common
        securities.

                                 DISTRIBUTIONS:

     -  For each preferred security that you own, you will receive cumulative
        cash distributions at a rate set forth in the accompanying prospectus
        supplement on the liquidation amount of the preferred security. The
        liquidation amount per preferred security will be set forth in the
        accompanying prospectus supplement.


                           FLEET BOSTON CORPORATION:



     -  Fleet Boston Corporation will fully and unconditionally guarantee the
        payment by the trust of the preferred securities based on obligations
        discussed in this prospectus. This is called the preferred securities
        guarantee.

                            ------------------------

     We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.

     A security is not a deposit and the securities are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.

     This prospectus may be used to offer and sell securities only if
accompanied by the prospectus supplement for those securities.


     NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR THE
ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.



               THE DATE OF THIS PROSPECTUS IS             , 1999

<PAGE>   63

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
             PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT


     We provide information to you about the securities we are offering in two
separate documents that progressively provide more detail:


     - this prospectus, which provides general information, some of which may
       not apply to your securities; and

     - the accompanying prospectus supplement, which describes the specific and
       final terms of your securities.

     IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THE FOLLOWING
ORDER OF PRIORITY:

     - THE PROSPECTUS SUPPLEMENT; AND

     - THE PROSPECTUS.

     We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The Table of Contents included in the accompanying
prospectus supplement provide the pages on which these captions are located.

                            ------------------------


     Unless indicated in the applicable prospectus supplement, neither we nor
the underwriters have taken any action that would permit us to publicly sell
these securities in any jurisdiction outside the United States. If you are an
investor outside the United States, you should inform yourself about and comply
with any restrictions as to the offering of the securities and the distribution
of this prospectus.

<PAGE>   64

                             ABOUT THIS PROSPECTUS


     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the securities described in this prospectus in one or more offerings up to a
total dollar amount of $2,351,868,750. We may also sell other securities under
the registration statement that will reduce the total dollar amount of
securities that we may sell under this prospectus. This prospectus provides you
with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."



     Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEETBOSTON," "WE," "US," "OUR" or similar
references mean Fleet Boston Corporation.


                      WHERE YOU CAN FIND MORE INFORMATION


     We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among other securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.


     In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:

                Public Reference Room
              450 Fifth Street, N.W.
                    Room 1024
             Washington, D.C. 20549

              Northeast Regional Office
              7 World Trade Center
                     Suite 1300
          New York, New York 10048

               Midwest Regional Office
            500 West Madison Street
                     Suite 1400
           Chicago, Illinois 60661-2511

     You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.


     The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:

                              http://www.sec.gov.

     You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

     The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.

                                        2
<PAGE>   65

     This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.


<TABLE>
<CAPTION>
                     SEC FILINGS                                          PERIOD
                     -----------                                          ------
<S>                                                       <C>
Annual Report on Form 10-K............................    Year ended December 31, 1998, as filed
                                                          on March 26, 1999
Quarterly Report on Form 10-Q.........................    Quarter ended March 31, 1999, as filed
                                                          on May 14, 1999
                                                          Quarter ended June 30, 1999, as filed
                                                          on August 12, 1999
                                                          Quarter ended September 30, 1999, as
                                                          filed on November 12, 1999
Items 10-13 of FleetBoston's Definitive Proxy
  Statement to FleetBoston's Stockholders for the 1999
  Annual Meeting of FleetBoston Stockholders..........    Filed on March 5, 1999
The description of FleetBoston common stock set forth
  in the FleetBoston registration statement filed by
  Industrial National Corporation (predecessor to
  FleetBoston) on Form 8-B dated May 29, 1970, and any
  amendment or report filed for the purpose of
  updating such description; and
Current Reports on Form 8-K...........................    Filed:
                                                          -February 1, 1999
                                                          -March 17, 1999
                                                          -April 2, 1999
                                                          -April 20, 1999
                                                          -May 14, 1999
                                                          -July 20, 1999
                                                          -August 12, 1999
                                                          -September 16, 1999
                                                          -September 30, 1999
                                                          -October 1, 1999
                                                          -October 15, 1999
                                                          -November 2, 1999
                                                          -November 19, 1999
                                                          -November 22, 1999
</TABLE>


     We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.

     You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:

                         Investor Relations Department

                            Fleet Boston Corporation


                         P.O. Box 2016, MA BOS 01-20-02


                        Boston, Massachusetts 02106-2106


                                 (617) 434-7858


     We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this

                                        3
<PAGE>   66

prospectus. If anyone does give you information of this sort, you should not
rely on it. If you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. The
information contained in this document speaks only as of the date of this
document unless the information specifically indicates that another date
applies.


     We have not included separate financial statements of the trusts in this
prospectus. FleetBoston does not believe that holders of the preferred
securities would find these financial statements helpful because:



     - all of the voting securities of each of the trusts will be owned,
       directly or indirectly, by FleetBoston, a reporting company under the
       Securities Exchange Act of 1934;



     - each of the trusts has no independent operations and exists for the sole
       purpose of issuing the preferred securities and
       investing the proceeds in junior subordinated debentures issued by
       FleetBoston; and



     - FleetBoston's obligations described in this prospectus and in any
       accompanying prospectus supplement constitute a full and unconditional
       guarantee of payments due on the preferred securities.


     The trusts do not currently file reports with the SEC. The trusts will be
required to file reports upon the effectiveness of the registration statement
which contains this prospectus, although they intend to seek and expect to
receive exemptions from those reporting requirements.

                           FORWARD-LOOKING STATEMENTS


     This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to
FleetBoston's financial condition, results of operations, plans, objectives,
future performance and business, including, without limitation:



     - statements relating to the cost savings and accretion to reported
       earnings estimated to result from the merger between FleetBoston and
       BankBoston Corporation;



     - statements relating to revenues of the combined company after the merger
       between FleetBoston and BankBoston;



     - statements relating to the restructuring charges estimated to be incurred
       in connection with the merger between FleetBoston and BankBoston; and



     - statements preceded by, followed by or that include the words "believes,"
       "expects," "anticipates," "estimates" or similar expressions.


     These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to many factors, including:


     - general political and economic conditions, either internationally,
       nationally or in the states in which FleetBoston and BankBoston doing
       business, may be less favorable than expected;



     - interest rate and currency fluctuations, equity and bond market
       fluctuations, the level of customer's bankruptcies, and inflation may be
       greater than expected;


     - competitive pressures among financial services companies may increase
       significantly;


     - legislative or regulatory changes may adversely affect the business in
       which FleetBoston is engaged;



     - technological changes, including year 2000 data systems compliance
       issues, may be more difficult or expensive than anticipated;


                                        4
<PAGE>   67


     - expected cost savings from the merger between FleetBoston and BankBoston
       may not be fully realized or realized within the expected time frame;



     - revenues following the merger between FleetBoston and BankBoston may be
       lower than expected;



     - costs or difficulties related to the integration of FleetBoston's
       business and that of BankBoston may be greater than expected; and



     - the negative impact of the divestitures to be completed in connection
       with the merger between FleetBoston and BankBoston may be greater than
       expected.




                                        5
<PAGE>   68


                            FLEET BOSTON CORPORATION



     We are a diversified financial services company, with consumer and
commercial platforms serving approximately 20 million customers nationally and
internationally. Our lines of business include:



     - institutional and investment banking;



     - cash services;



     - trade services;



     - export finance;



     - mortgage banking;



     - corporate finance;



     - asset-based lending;



     - commercial lending;



     - real estate lending;



     - government banking;



     - investment management services;



     - equipment leasing;



     - credit cards;



     - discount brokerage services;



     - student loan processing; and



     - full-service banking in leading Latin American markets.



     On October 1, 1999, we completed the merger of BankBoston Corporation into
us.



     - The name of the combined company was changed to "Fleet Boston
       Corporation".



     - The combined company will be doing business under the name "FleetBoston
       Financial."



     - The headquarters of the combined company will remain in Boston,
       Massachusetts.



     - Terrence Murray, our Chairman and Chief Executive Officer, was appointed
       the Chairman of the Board of Directors and Chief Executive Officer of the
       combined company.



     - Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
       was appointed the President and Chief Operating Officer of the combined
       company. Mr. Gifford will succeed to the role of Chief Executive Officer
       as of December 31, 2001, or at such earlier time as Mr. Murray may step
       down from that role, and Mr. Gifford will succeed to the role of Chairman
       of the Board of Directors on December 31, 2002, or at such earlier time
       as Mr. Murray may step down from that role.



     - The board of directors of the combined company consists of 13 directors
       from FleetBoston and 11 directors from BankBoston.



     - The merger was accounted for under the "pooling-of-interests" method of
       accounting. This means that, for accounting and financial reporting
       purposes, we will treat our companies as if they had always been one, and
       no goodwill will be created. In addition, the merger was treated as a
       "reorganization" under the Internal Revenue Code. This means that
       FleetBoston will not recognize any gain or loss as a result of the
       merger.



     - At the effective time of the merger, each share of common stock of
       BankBoston, outstanding immediately prior to the effective time of the
       merger was converted into 1.1844 shares of FleetBoston's common stock.



     In connection with obtaining regulatory approvals for the merger, the
Federal Reserve Board and the United States Department of Justice required us to
agree to divest approximately $13 billion of deposits and $9 billion of loans
from the combined company, resulting in estimated divested income of $160
million after tax.



     All financial information set forth in this prospectus and accompanying
prospectus supplement has been restated for all periods to give effect to the
merger. Because the divestitures will not be significant to us, the financial
information has not been adjusted to show the effects of the divestitures.


                                        6
<PAGE>   69


     At September 30, 1999, our total assets on a consolidated basis, were
$185.3 billion, our consolidated total deposits were $113.2 billion and our
consolidated total stockholders' equity was $15.5 billion. Based on total assets
at September 30, 1999, we were eighth largest bank holding company in the United
States.



     For additional information regarding the merger and certain pro forma
financial information relating to the merger, see FleetBoston's current reports
on Form 8-K filed March 17, 1999, April 2, 1999, May 14, 1999, August 12,
September 16, 1999, September 30, 1999, October 1, 1999, October 15, 1999 and
November 22, 1999, each of which is incorporated by reference into this
prospectus. See "Where You Can Find More Information."



     FleetBoston's principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.


                                   THE TRUSTS


     Each of the trusts is a statutory business trust formed under Delaware law
pursuant to a declaration of trust, each a "DECLARATION," executed by
FleetBoston, as sponsor for the trust and the Fleet Capital trustees, as defined
below, for the trust and the filing of a certificate of trust with the Delaware
Secretary of State.


     Each trust exists for the exclusive purposes of:

     - issuing the preferred securities and common securities representing
       undivided beneficial interests in the assets of the trust;

     - investing the gross proceeds of the preferred securities and the common
       securities, together the "TRUST SECURITIES," in junior subordinated
       debentures; and


     - engaging in only those other activities necessary or incidental to the
       activities described in the previous two bullets.



     All of the common securities will be directly or indirectly owned by
FleetBoston. The common securities of each trust will rank equally, and payments
will be made pro rata with the preferred securities of that trust, except that
upon an event of default under the declaration, the rights of the holders of the
common securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the preferred securities. FleetBoston will, directly or indirectly,
acquire common securities of each trust in an aggregate liquidation amount equal
to at least three percent of the total capital of each trust.



     Each trust's business and affairs will be conducted by the trustees, the
"FLEET CAPITAL TRUSTEES," appointed by FleetBoston, as the direct or indirect
holder of all the common securities. The holder of the common securities will be
entitled to appoint, remove or replace any of, or increase or reduce the number
of, the Fleet Capital trustees of a trust. The duties and obligations of the
Fleet Capital trustees shall be governed by the declaration of that Fleet
Capital trust. One or more of the Fleet Capital trustees for each trust will be
persons who are employees or officers of or affiliated with FleetBoston, the
"REGULAR TRUSTEES." One Fleet Capital trustee of each trust will be a financial
institution which will be unaffiliated with FleetBoston and which will act as
institutional trustee under the declaration and as indenture trustee for
purposes of the Trust Indenture Act of 1939, as amended, the "TRUST INDENTURE
ACT," pursuant to the terms set forth in a prospectus supplement. In addition,
unless the institutional trustee maintains a principal place of business in the
State of Delaware, and otherwise meets the requirements of applicable law, one
Fleet Capital trustee of each trust will have its principal place of business or
reside in the State of Delaware.


     Each Fleet Capital trust has a term of approximately 55 years, but may
terminate earlier as provided in the applicable declaration.


     FleetBoston will pay all fees and expenses related to the Fleet Capital
trusts and the offering of trust securities.


     The office of the Delaware trustee for each trust in the State of Delaware,
and its principal

                                        7
<PAGE>   70


place of business is, The Bank of New York (Delaware), White Clay Center, Route
273, Newark, Delaware 19711. The principal place of business of each trust shall
be c/o Fleet Boston Corporation, One Federal Street, Boston, Massachusetts
02110, telephone number (617) 346-4000.



         SUPPLEMENTAL CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES



     FleetBoston's supplemental consolidated ratios of earnings to fixed charges
were as follows for the five most recent fiscal years and the nine months ended
September 30, 1999:



<TABLE>
<CAPTION>
                                              NINE MONTHS
                                                 ENDED
                                             SEPTEMBER 30,       YEAR ENDED DECEMBER 31,
                                             -------------   --------------------------------
                                                 1999        1998   1997   1996   1995   1994
                                             -------------   ----   ----   ----   ----   ----
<S>                                          <C>             <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits.............      2.62x       2.62x  3.00x  2.79x  1.91x  2.11x
  Including Interest on Deposits...........      1.72        1.62   1.72   1.61   1.39   1.52
</TABLE>


- -------------------------

     For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.


                                USE OF PROCEEDS



     Each trust will use the proceeds of the sale of the trust securities to
acquire junior subordinated debentures from FleetBoston. FleetBoston intends to
use the net proceeds from the sale of the junior subordinated debentures for
general corporate purposes unless otherwise indicated in the prospectus
supplement. FleetBoston's general corporate purposes may include extending
credit to, or funding investments in, its subsidiaries. The precise amounts and
the timing of FleetBoston's use of the net proceeds will depend upon its
subsidiaries' funding requirements and the availability of other funds. Until
FleetBoston uses the net proceeds for general corporate purposes, it will use
the net proceeds to reduce its short-term indebtedness or for temporary
investments. FleetBoston expects that it will, on a recurrent basis, engage in
additional financings as the need arises to finance its growth, through
acquisitions or otherwise, or to fund its subsidiaries.


                           REGULATION AND SUPERVISION


     The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to FleetBoston. This regulatory
framework primarily is intended for the protection of depositors and the deposit
insurance funds that insure deposits of banks, and not for the protection of
security holders. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to those provisions. A change in the statutes, regulations or
regulatory policies applicable to FleetBoston or its subsidiaries may have a
material effect on its business.


GENERAL


     As a bank holding company, FleetBoston is subject to regulation under the
Bank Holding Company Act of 1956, as amended, and to


                                        8
<PAGE>   71


inspection, examination and supervision by the Federal Reserve Board. Under the
Bank Holding Company Act, bank holding companies generally may not acquire
ownership or control of any company, including a bank, without the prior
approval of the Federal Reserve Board. In addition, bank holding companies
generally may engage, directly or indirectly, only in banking and those other
activities as are determined by the Federal Reserve Board to be closely related
to banking.



     Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by FleetBoston and its
non-bank subsidiaries from its affiliate insured depository institutions, and
also limit various other transactions between FleetBoston and its non-bank
subsidiaries, on the one hand, and its affiliate insured depository
institutions, on the other. Section 23A of the Federal Reserve Act also
generally requires that an insured depository institution's loans to its
non-bank affiliates be secured, and Section 23B of the Federal Reserve Act
generally requires that an insured depository institution's transactions with
its non-bank affiliates be on arm's-length terms.



     FleetBoston's banking subsidiaries are subject to extensive supervision,
examination and regulation by various bank regulatory authorities and other
governmental agencies in the states and countries where it and its subsidiaries
operate. FleetBoston and its subsidiaries are also affected by the fiscal and
monetary policies of the U.S. federal government and the Federal Reserve Board,
and by various other governmental requirements and regulations.


LIABILITY FOR BANK SUBSIDIARIES

     Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has a duty to sell
the stockholder's stock to cover the deficiency. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a U.S.
federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.

     Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with:

     - the default of a commonly controlled FDIC-insured depository institution;
       or

     - any assistance provided by the FDIC to a commonly controlled FDIC-insured
       depository institution in danger of default.

"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.


     All of FleetBoston's domestic banks are FDIC-insured depositary
institutions. Also, if a default occurred with respect to a bank, any capital
loans to the bank from its parent holding company would be subordinate in right
of payment to payment of the bank's depositors and certain of its other
obligations.


CAPITAL REQUIREMENTS


     FleetBoston is subject to risk-based capital requirements and guidelines
imposed by the Federal Reserve Board, which are substantially similar to the
capital requirements and guidelines imposed by the Federal Reserve Board, the
OCC, the OTS and the FDIC on FleetBoston's depository institutions within their
respective jurisdictions. For this purpose, a depository institution's or
holding company's assets and certain specified off-balance sheet commitments are
assigned to four risk categories, each weighted differently based on the level
of credit risk that is ascribed to those


                                        9
<PAGE>   72

assets or commitments. In addition, risk-weighted assets are adjusted for
low-level recourse and market-risk equivalent assets. A depository institution's
or holding company's capital, in turn, is divided into three tiers:


     - core, or "TIER 1," capital, which consists primarily of stockholders'
       equity less certain identifiable intangible assets and certain other
       assets;



     - supplementary, or "TIER 2," capital, which includes, among other items,
       certain other debt and equity investments that do not qualify as Tier 1
       capital; and



     - market risk, or "TIER 3," capital, which includes qualifying unsecured
       subordinated debt.



     Like other bank holding companies, FleetBoston currently is required to
maintain Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3
capital) equal to at least 4% and 8% of its total risk-weighted assets
(including certain off-balance-sheet items, such as unused lending commitments
and standby letters of credit), respectively. At September 30, 1999, FleetBoston
met both requirements, with Tier 1 and total capital equal to 7.14% and 11.28%
of its total risk-weighted assets.


     The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.


     The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
September 30, 1999, our leverage ratio was 7.21%, which significantly exceeded
the minimum leverage ratio to which we were subject.


     The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding companies experiencing or anticipating significant growth
may be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"TANGIBLE TIER 1 CAPITAL LEVERAGE RATIO," which would deduct all intangibles,
and other indicia of capital strength in evaluating proposals for expansion or
new activities.


     Each of FleetBoston's banks is subject to similar risk-based and leverage
capital requirements adopted by its applicable U.S. federal banking agency. Each
of FleetBoston's banks was in compliance with the applicable minimum capital
requirements as of September 30, 1999.


     Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"-- FDICIA."

FDICIA

     The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements based on these
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Unless a bank or thrift is well-capitalized,
it is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects

                                       10
<PAGE>   73

of its operations. An undercapitalized bank or thrift must develop a capital
restoration plan and its parent bank holding company must guarantee the bank's
or thrift's compliance with the plan up to the lesser of 5% of the bank's or
thrift's assets at the time it became undercapitalized and the amount needed to
comply with the plan.


     As of September 30, 1999, each of FleetBoston's bank and thrift
subsidiaries was well-capitalized, based on the prompt corrective action ratios
and guidelines described above. It should be noted, however, that a bank's
capital category is determined solely for the purpose of applying the OCC's, or
the FDIC's, prompt corrective action regulations and that the capital category
may not constitute an accurate representation of the bank's overall financial
condition or prospects.


DIVIDEND RESTRICTIONS


     Various U.S. federal and state statutory provisions limit the amount of
dividends FleetBoston's banks can pay to it without regulatory approval.
Dividend payments by national banks are limited to the lesser of:


     - the level of undivided profits; and

     - absent regulatory approval, an amount not in excess of net income for the
       current year combined with retained net income for the preceding two
       years.


     Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year, combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net income for the
preceding two years. A prior notice is required if, among other things, a U.S.
federal savings bank is proposing to pay a dividend that would reduce the amount
of, or retire any of part of, its common or preferred stock or retire any part
of any debt instruments which are included in its capital for purposes of OTS
regulations.



     At September 30, 1999, approximately $1.66 billion of the total
stockholders' equity of FleetBoston's banks was available for payment of
dividends to FleetBoston, without approval by the applicable regulatory
authority.



     In addition, U.S. federal bank regulatory authorities have authority to
prohibit FleetBoston's banks from engaging in an unsafe or unsound practice in
conducting their business. The payment of dividends, depending upon the
financial condition of the bank in question, could be deemed to constitute an
unsafe or unsound practice. The ability of FleetBoston's banks to pay dividends
in the future is currently, and could be further, influenced by bank regulatory
policies and capital guidelines.


DEPOSIT INSURANCE ASSESSMENTS


     The deposits of each of FleetBoston's domestic banks are insured up to
regulatory limits by the FDIC, and, accordingly, are subject to deposit
insurance assessments to maintain the Bank Insurance Fund, the "BIF," and/or the
Savings Association Insurance Fund, the "SAIF," administered by the FDIC. The
FDIC has adopted regulations establishing a permanent risk-related deposit
insurance assessment system. Under this system, the FDIC places each insured
bank in one of nine risk categories based on (1) the bank's capitalization and
(2) supervisory evaluations provided to the FDIC by the institution's primary
U.S. federal regulator. Each insured bank's insurance assessment rate is then
determined by the risk category in which it is classified by the FDIC.


     Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00

                                       11
<PAGE>   74

per $100 of deposits for banks classified in the highest capital and supervisory
evaluation categories to $0.27 per $100 of deposits for banks classified in the
lowest capital and supervisory evaluation categories.


     The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective October 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. FleetBoston's banks
held approximately $97.0 billion and $3.4 billion, respectively, of
BIF-assessable and SAIF-assessable deposits as of September 30, 1999.


DEPOSITOR PREFERENCE STATUTE

     In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.

BROKERED DEPOSITS

     Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.

INTERSTATE BANKING AND BRANCHING

     Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL," subject to certain concentration limits and other requirements:


     - bank holding companies such as FleetBoston are permitted to acquire banks
       and bank holding companies located in any state;


     - any bank that is a subsidiary of a bank holding company is permitted to
       receive deposits, renew time deposits, close loans, service loans and
       receive loan payments as an agent for any other bank subsidiary of that
       bank holding company; and

     - banks are permitted to acquire branch offices outside their home states
       by merging with out-of-state banks, purchasing branches in other states
       and establishing de novo branch offices in other states. The ability of
       banks to acquire branch offices through purchase or opening of other
       branches is contingent, however, on the host state having adopted
       legislation "opting in" to those provisions of Riegle-Neal. In addition,
       the ability of a bank to merge with a bank located in another state is
       contingent on the host state not having adopted legislation "opting out"
       of that provision of Riegle-Neal.


     FleetBoston might use Riegle-Neal to acquire banks in additional states and
to consolidate its bank subsidiaries under a smaller number of separate
charters.


CONTROL ACQUISITIONS

     The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank

                                       12
<PAGE>   75


holding company with a class of securities registered under Section 12 of the
Exchange Act, such as FleetBoston, would, under the circumstances set forth in
the presumption, constitute acquisition of control of the bank holding company.


     In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.


RECENT LEGISLATION



     On November 12, 1999, President Clinton signed into law legislation that
allows bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. Under the Gramm-Leach-Bliley Act (the "Act"), a bank holding company
that elects to become a financial holding company may engage in any activity
that the Federal Reserve Board, in consultation with the Secretary of the
Treasury, determines by regulation or order is (1) financial in nature, (2)
incidental to any such financial activity, or (3) complementary to any such
financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. This Act
makes significant changes in U.S. banking law, principally by repealing the
restrictive provisions of the 1933 Glass-Steagall Act. The Act specifies certain
activities that are deemed to be financial in nature, including lending,
exchanging, transferring, investing for others, or safeguarding money or
securities; underwriting and selling insurance; providing financial, investment,
or economic advisory services; underwriting, dealing in or making a market in,
securities; and any activity currently permitted for bank holding companies by
the Federal Reserve Board under section 4(c)(8) of the Bank Holding Company Act.
The Act does not authorize banks or their affiliates to engage in commercial
activities that are not financial in nature. A bank holding company may elect to
be treated as a financial holding company only if all depository institution
subsidiaries of the holding company are well-capitalized, well-managed and have
at least a satisfactory rating under the Community Reinvestment Act.



     National banks are also authorized by the Act to engage, through "financial
subsidiaries," in any activity that is permissible for a financial holding
company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Federal Reserve Board, determines is
financial in nature or incidental to any such financial activity, except (1)
insurance underwriting, (2) real estate development or real estate investment
activities (unless otherwise permitted by law), (3) insurance company portfolio
investments and (4) merchant banking. The authority of a national bank to invest
in a financial subsidiary is subject to a number of conditions, including, among
other things, requirements that the bank must be well-managed and
well-capitalized (after deducting from the bank's outstanding investments in
financial subsidiaries). The Act provides that state banks may invest in
financial subsidiaries (assuming they have the requisite investment authority
under applicable state law) subject to the same conditions that apply to
national bank investments in financial subsidiaries.



     The Act also contains a number of other provisions that will affect our
operations and the operations of all financial institutions. One of the new
provisions relates to the financial privacy of consumers, authorizing federal
banking regulators to adopt rules that will limit the ability of banks and other
financial entities to disclose non-public information about consumers to
non-affiliated entities. These limitations will likely require more disclosure
to consumers, and in some circumstances will require consent by the consumer
before information is allowed to be provided to a third party.



     At this time, we are unable to predict the impact the Act may have upon our
or our subsidiaries' financial condition or results of operations.


                                       13
<PAGE>   76


FUTURE LEGISLATION



     Changes to the laws and regulations in the states and countries where we
and our subsidiaries do business can affect the operating environment of bank
holding companies and their subsidiaries in substantial and unpredictable ways.
We cannot accurately predict whether legislation will ultimately be enacted,
and, if enacted, the ultimate effect that it, or implementing regulations, would
have upon our or our subsidiaries' financial condition or results of operations.


               DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES


     FleetBoston may issue junior subordinated debentures from time to time in
one or more series under a base indenture, between FleetBoston and The Bank of
New York, as trustee, the "DEBT TRUSTEE," as supplemented by a supplemental
indenture or a resolution of FleetBoston's board of directors or a special
committee appointed by the board of directors. The base indenture, as
supplemented by the supplemental indenture is called the "INDENTURE." The terms
of the junior subordinated debentures will include those stated in the indenture
and those made part of the indenture by reference to the Trust Indenture Act.


     Set forth below is a description of the general terms of the junior
subordinated debentures in which the trusts will invest the proceeds from the
issuance and sale of the trust securities. The particular terms of the junior
subordinated debentures will be described in the prospectus supplement relating
to the particular preferred securities being offered. The following description
is not intended to be complete and is qualified by the indenture, the form of
which is filed as an exhibit to the registration statement which contains this
prospectus, and the Trust Indenture Act.

GENERAL


     The junior subordinated debentures will be issued as unsecured debt of
FleetBoston. The junior subordinated debentures will be fully subordinated as
described in the accompanying prospectus supplement under "Subordination." The
indenture does not limit the aggregate principal amount of junior subordinated
debentures which may be issued and provides that the junior subordinated
debentures may be issued from time to time in one or more series.


     The prospectus supplement relating to the particular junior subordinated
debentures being offered will describe the terms of those securities, which may
include:

     - the designation of the junior subordinated debentures;

     - the aggregate principal amount of the junior subordinated debentures;

     - the percentage of their principal amount at which the junior subordinated
       debentures will be issued;

     - the date or dates on which the junior subordinated debentures will mature
       and the right, if any, to shorten or extend such date or dates;

     - the rate or rates, if any, per annum, at which the junior subordinated
       debentures will bear interest, or the method of determination of such
       rate or rates;

     - the date or dates from which interest shall accrue and the interest
       payment and record dates;

     - the right, if any, to extend the interest payment periods and the
       duration of that extension;

     - provisions, if any, for a sinking purchase or other analogous fund;

     - any provisions for redemption; and

     - any other specific terms of the junior subordinated debentures.

     If a prospectus supplement specifies that the junior subordinated
debentures will be denominated in a currency or currency unit other than United
States dollars, the prospectus supplement shall also specify the denomination in
which the junior subordinated debentures will be issued and the coin or currency
in which the principal, premium, if any, and interest, if any,

                                       14
<PAGE>   77

on the junior subordinated debentures will be payable, which may be United
States dollars based upon the exchange rate for such other currency or currency
unit existing on or about the time a payment is due.

ADDITIONAL INTEREST


     If, at any time a trust is required to pay any taxes, duties, assessments
or governmental charges of whatever nature, other than withholding taxes,
imposed by the United States, or any other taxing authority, then FleetBoston
will be required to pay additional interest on the junior subordinated
debentures. The amount of any additional interest will be an amount sufficient
so that the net amounts received and retained by the trust after paying any such
taxes, duties, assessments or other governmental charges will be not less than
the amounts that the trust would have received had no such taxes, duties,
assessments or other governmental charges been imposed. This means that the
trust will be in the same position it would have been in if it did not have to
pay those taxes, duties, assessments or other charges.


FORM, EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT


     Unless otherwise indicated in the applicable prospectus supplement,
FleetBoston will issue the junior subordinated debentures in registered form
only, without coupons and in denominations of $1,000 and multiples of $1,000. No
service charge will be made for any transfer or exchange of the junior
subordinated debentures. However, FleetBoston or the debt trustee may require a
holder to pay an amount sufficient to cover any tax or other governmental charge
payable in connection with a transfer or exchange.



     FleetBoston will pay or deliver principal and any premium and interest in
the manner, at the places and subject to the restrictions set forth in the
indenture and the prospectus supplement. However, at FleetBoston's option, it
may pay any interest by check mailed to the holders of registered junior
subordinated debentures at their registered addresses.


GLOBAL JUNIOR SUBORDINATED DEBENTURES


     The indenture provides that FleetBoston may issue junior subordinated
debentures in global form. If any series of junior subordinated debentures is
issued in global form, the applicable prospectus supplement will describe the
circumstances, if any, under which beneficial owners of interests in any of
those global junior subordinated debentures may exchange their interest for
junior subordinated debentures of that series and of like tenor and principal
amount in any authorized form and denomination.


SUBORDINATION


     The junior subordinated debentures will be subordinated and junior in right
of payment to certain other indebtedness of FleetBoston to the extent set forth
in the applicable prospectus supplement.



CERTAIN COVENANTS OF FLEETBOSTON


     If junior subordinated debentures are issued to a trust or a trustee of a
trust in connection with the issuance of trust securities by a trust and:

     - there shall have occurred and be continuing an event of default;


     - FleetBoston shall be in default relating to its payment of any
       obligations under the guarantee; or



     - FleetBoston shall have given notice of its election to defer payments of
       interest on the junior subordinated debentures by extending the interest
       payment period and that period, or any extension of that period, shall be
       continuing;


then


     - FleetBoston shall not declare or pay any dividend on, make any
       distributions relating to, or redeem, purchase, acquire or make a
       liquidation payment relating to, any of its capital stock or make any
       guarantee payment with respect thereto other than:



          (1) repurchases, redemptions or other acquisitions of shares of
              capital stock of FleetBoston in connec-


                                       15
<PAGE>   78


               tion with any employee benefit plans or any other contractual
               obligation of FleetBoston, other than a contractual obligation
               ranking equally with or junior to the junior subordinated
               debentures;



          (2) as a result of an exchange or conversion of any class or series of
              FleetBoston's capital stock for any other class or series of
              FleetBoston's capital stock; or



          (3) the purchase of fractional interests in shares of FleetBoston's
              capital stock pursuant to the conversion or exchange provisions of
              that FleetBoston capital stock or the security being converted or
              exchanged; and



     - FleetBoston shall not make any payment of interest, principal or premium,
       if any, on or repay, repurchase or redeem any debt securities issued by
       FleetBoston which rank equally with or junior to the junior subordinated
       debentures.



     So long as the junior subordinated debentures remain outstanding,
FleetBoston will covenant to:



     - directly or indirectly maintain 100 percent ownership of the common
       securities of the trust, unless a permitted successor of FleetBoston
       succeeds to its ownership of the common securities;


     - use its reasonable efforts to cause the trust to

          (1) remain a statutory business trust, except in connection with the
              distribution of junior subordinated debentures to the holders of
              trust securities in liquidation of the trust, the redemption of
              all of the trust securities of the trust, or mergers,
              consolidations or amalgamations, each as permitted by the
              declaration which established the trust; and

          (2) otherwise continue to be classified as a grantor trust for United
              States federal income tax purposes; and

     - use its reasonable efforts to cause each holder of trust securities to be
       treated as owning an undivided beneficial interest in the junior
       subordinated debentures.

LIMITATION ON MERGERS AND SALES OF ASSETS


     The indenture provides that FleetBoston may not consolidate with, or merge
into, any other corporation or convey or transfer its properties and assets
substantially as an entirety unless:



     - the successor entity is a corporation organized in the United States and
       expressly assumes the obligations of FleetBoston under the indenture; and


     - after giving effect thereto, no event of default and no event which,
       after notice or lapse of time, or both, would become an event of default,
       shall have occurred and be continuing under the indenture.

     The covenants contained in the indenture would not necessarily afford
protection to holders of the junior subordinated debentures in the event of a
decline in credit quality resulting from takeovers, recapitalizations or similar
restructurings.

EVENTS OF DEFAULT, WAIVER AND NOTICE

     The indenture provides that the following are events of default relating to
the junior subordinated debentures:

     - default in the payment of the principal of, or premium, if any, on, any
       junior subordinated debenture at its maturity;

     - default for 30 days in the payment of any installment of interest on any
       junior subordinated debenture;

     - default for 90 days after written notice in the performance of any other
       covenant in respect of the junior subordinated debenture;

     - specified events of bankruptcy, insolvency or reorganization, or court
       appointment of a receiver, liquidator or

                                       16
<PAGE>   79


       trustee of FleetBoston or, with certain exceptions, the trust; and


     - any other event of default provided in the applicable resolution of the
       board of directors or supplemental indenture under which the junior
       subordinated debentures are issued.

     If an indenture event of default shall occur and be continuing, either the
debt trustee or the holders of not less than 25 percent in aggregate principal
amount of the junior subordinated debentures of that series then outstanding may
declare the principal of all junior subordinated debentures of that series to be
due and payable immediately.

     The holders of a majority in aggregate outstanding principal amount of that
series of junior subordinated debentures may annul the declaration and waive the
default if the default has been cured and a sum sufficient to pay all matured
installments of interest and principal due other than by acceleration has been
deposited with the debt trustee. The majority holders may not waive a payment
default on the junior subordinated debentures which has become due solely by
acceleration.

     The holders of a majority in principal amount of the junior subordinated
debentures of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
debt trustee under the indenture, so long as the holders of the junior
subordinated debentures have offered to the debt trustee indemnity satisfactory
to it against expenses and liabilities.


     The indenture requires the annual filing by FleetBoston with the debt
trustee of a certificate as to the absence of certain defaults under the
indenture.


     The debt trustee may withhold notice of any event of default from the
holders of the junior subordinated debentures, except in the payment of
principal, interest or premium, if the trustee considers it in the interest of
those holders to do so.

DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBENTURES

     Under circumstances discussed more fully in the prospectus supplement
involving the dissolution of a trust, provided that any required regulatory
approval is obtained, junior subordinated debentures will be distributed to the
holders of the trust securities in liquidation of that trust. See "Description
of the Preferred Securities--Distribution of the Junior Subordinated Debentures"
in the accompanying prospectus supplement.


     If the junior subordinated debentures are distributed to the holders of the
preferred securities, FleetBoston will use its best efforts to have the junior
subordinated debentures listed on the NYSE or on such other national securities
exchange or similar organization on which the preferred securities are then
listed or quoted.


MODIFICATION OF THE INDENTURE


     Modifications and amendments to the indenture may be made by FleetBoston
and the debt trustee with the consent of the holders of a majority in principal
amount of the junior subordinated debentures at the time outstanding. However,
no such modification or amendment may, without the consent of the holder of each
junior subordinated debenture affected:


     - modify the payment terms of the junior subordinated debentures;


     - reduce the percentage of holders of junior subordinated debentures
       necessary to modify or amend the indenture or waive compliance by
       FleetBoston with any covenant or past default; or


     - otherwise materially adversely affect the interests of the holders of any
       series of junior subordinated debentures.


     If the junior subordinated debentures are held by a trust or a trustee of a
trust, the supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of trust securities of that trust shall have
consented to the supplemental indenture.


                                       17
<PAGE>   80


If the consent of the holder of each outstanding junior subordinated debenture
is required, the supplemental indenture shall not be effective until each holder
of the trust securities of that trust shall have consented to the supplemental
indenture.


DEFEASANCE AND DISCHARGE


     The indenture provides that FleetBoston, at its option:


     (a) will be discharged from any and all obligations in respect of the
junior subordinated debentures of a series, except for obligations to register
the transfer or exchange of junior subordinated debentures, replace stolen, lost
or mutilated junior subordinated debentures, maintain paying agencies and hold
moneys for payment in trust; or

     (b) need not comply with specified restrictive covenants of the indenture;


in each case if FleetBoston deposits, in trust, money or U.S. government
obligations in an amount sufficient to pay all the principal of, and interest
and premium, if any, on, the junior subordinated debentures when such payments
are due.



     To exercise any such option, FleetBoston is required to deliver an opinion
of counsel to the effect that:



     - the deposit and related defeasance would not cause the holders of the
       junior subordinated debentures of that series to recognize income, gain
       or loss for U.S. federal income tax purposes and, in the case of a
       discharge pursuant to clause (a) above, such opinion shall be accompanied
       by a private letter ruling to that effect received by FleetBoston from
       the United States Internal Revenue Service or a revenue ruling pertaining
       to a comparable form of transaction to that effect published by the
       United States Internal Revenue Service; and


     - if listed on any national securities exchange, the junior subordinated
       debentures would not be delisted from such exchange as a result of the
       exercise of the defeasance option.

GOVERNING LAW

     The indenture and the junior subordinated debentures will be governed by,
and construed in accordance with, the internal laws of the State of New York.

THE DEBT TRUSTEE


     FleetBoston or its affiliates maintain certain accounts and other banking
relationships with the debt trustee and its affiliates in the ordinary course of
business.


                    DESCRIPTION OF THE PREFERRED SECURITIES

     Each trust may issue, from time to time, only one series of preferred
securities having terms described in the accompanying prospectus supplement.
Each series of preferred securities will be issued pursuant to the terms of an
amended and restated declaration of trust, a "DECLARATION." Each declaration
will be qualified as an indenture under the Trust Indenture Act. The Bank of New
York will act as trustee under the declaration for purposes of compliance with
the provisions of the Trust Indenture Act.

     The preferred securities will have those terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
declaration or made part of the declaration by the Trust Indenture Act and which
will mirror the terms of the junior subordinated debentures held by the trust
and described in the accompanying prospectus supplement. Those terms may
include:

     - the distinctive designation of the preferred securities;

     - the number of preferred securities issuable by the trust;

     - the annual distribution rate, or method of determining such rate, for
       preferred

                                       18
<PAGE>   81

       securities and the date or dates upon which those distributions shall be
       payable;

     - whether distributions on preferred securities shall be cumulative, and,
       if so, the date or dates or method of determining the date or dates from
       which distributions on preferred securities shall be cumulative;

     - the amount or amounts which shall be paid out of the assets of the trust
       to the holders of preferred securities upon voluntary or involuntary
       dissolution, winding-up or termination of the trust;

     - the obligation, if any, of the trust to purchase or redeem preferred
       securities issued by the trust and the price or prices at which, the
       period or periods within which, and the terms and conditions upon which,
       preferred securities issued by the trust shall be purchased or redeemed,
       in whole or in part, pursuant to such obligation;

     - the voting rights, if any, of holders of preferred securities in addition
       to those required by law or described in this prospectus supplement,
       including the number of votes per preferred security and any requirement
       for the approval by the holders of preferred securities, or of preferred
       securities issued by one or more other trusts, or of both, as a condition
       to specified action or amendments to the declaration of the trust;

     - the terms and conditions, if any, upon which the junior subordinated
       debentures owned by the trust may be distributed to holders of preferred
       securities;

     - if applicable, any securities exchange upon which the preferred
       securities shall be listed; and

     - any other relevant rights, preferences, privileges, limitations or
       restrictions of preferred securities not inconsistent with the
       declaration or with applicable law.


     All preferred securities will be guaranteed by FleetBoston to the extent
set forth below under "Description of the Preferred Securities Guarantees."


     Certain United States federal income tax considerations applicable to any
offering of preferred securities will be described in the prospectus supplement
relating thereto.

VOTING RIGHTS

     Except as described in this prospectus, under the Delaware Business Trust
Act, the Trust Indenture Act, under "Description of the Preferred Securities
Guarantees--Modification of the Preferred Securities Guarantees; Assignment" in
this prospectus, and under any prospectus supplement relating to the issuance of
a series of preferred securities, and as otherwise required by law and the
declarations, the holders of the preferred securities will have no voting
rights.

     The holders of a majority in aggregate liquidation amount of the preferred
securities have the right to direct any proceeding for any remedy available to
the institutional trustee so long as the institutional trustee receives the tax
opinion discussed below. The holders also have the right to direct the
institutional trustee under the declaration to:

     (1) direct any proceeding for any remedy available to the debt trustee, or
         exercising any trust or power conferred on the debt trustee;

     (2) waive any past indenture event of default that is waivable under the
         indenture;

     (3) exercise any right to rescind or annul an acceleration of the maturity
         of the junior subordinated debentures; or

     (4) consent to any amendment, modification or termination where such
         consent is required.


     If there is an event of default on the preferred securities, and such
default is a result of a payment default under the junior subordinated
debentures, the holders of the preferred securities may also sue FleetBoston
directly, a "DIRECT ACTION," to enforce payment of the


                                       19
<PAGE>   82

principal of or interest on the junior subordinated debentures having a
principal amount equal to the aggregate liquidation amount of the preferred
securities of such holder on or after the due date specified in the junior
subordinated debentures.


     Where a consent or action under the indenture would require the consent or
act of holders of more than a majority in principal amount of the junior
subordinated debentures, or a "SUPER MAJORITY," then only a super majority may
direct the institutional trustee to give such consent or take such action. Where
a consent or action under the indenture would require the consent or act of
individual holders of the junior subordinated debentures, then only those
individual holders may direct the institutional trustee to give such consent or
take such action. If the institutional trustee fails to enforce its rights under
the junior subordinated debentures, any record holder of preferred securities
may directly sue FleetBoston to enforce the institutional trustee's rights under
the junior subordinated debentures. The record holder does not have to sue the
institutional trustee or any other person or entity before enforcing his rights.


     The institutional trustee is required to notify all holders of the
preferred securities of any notice of default received from the indenture
trustee. The notice is required to state that the event of default also
constitutes a declaration event of default. Except for directing the time,
method and place of conducting a proceeding for a remedy available to the
institutional trustee, the institutional trustee will not take any of the
actions described in clauses (1), (2), (3) or (4) above unless the institutional
trustee receives an opinion of a nationally recognized independent tax counsel.
The opinion must be to the effect that, as a result of such action, the trust
will not fail to be classified as a grantor trust for United States federal
income tax purposes.

     If the consent of institutional trustee is required under the indenture for
any amendment, modification or termination of the indenture, the institutional
trustee is required to request the written direction of the holders of the trust
securities. In that case, the institutional trustee will vote as directed by a
majority in liquidation amount of the trust securities voting together as a
single class. Where any amendment, modification or termination under the
indenture would require the consent of a super majority or an individual holder,
however, the institutional trustee may only give such consent at the direction
of the holders of the same super majority of the holders of the trust securities
or such individual holder, as applicable. The institutional trustee is not
required to take any such action in accordance with the directions of the
holders of the trust securities unless the institutional trustee has obtained a
tax opinion to the effect described above.

     A waiver of an indenture event of default by the institutional trustee at
the direction of the holders of the preferred securities will constitute a
waiver of the corresponding declaration event of default.

     Any required approval or direction of holders of preferred securities may
be given at a separate meeting of holders of preferred securities convened for
such purpose, at a meeting of all of the holders of trust securities or by
written consent. The regular trustees will mail to each holder of record of
preferred securities a notice of any meeting at which such holders are entitled
to vote, or of any matter upon which action by written consent of such holders
is to be taken. Each such notice will include a statement setting forth the
following information:

     - the date of such meeting or the date by which such action is to be taken;

     - a description of any resolution proposed for adoption at such meeting on
       which such holders are entitled to vote or of such matter upon which
       written consent is sought; and

     - instructions for the delivery of proxies or consents.

No vote or consent of the holders of preferred securities will be required for a
trust to redeem and cancel preferred securities or distribute

                                       20
<PAGE>   83

junior subordinated debentures in accordance with the declaration.


     Despite the fact that holders of preferred securities are entitled to vote
or consent under the circumstances described above, any of the preferred
securities that are owned at the time by FleetBoston or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, FleetBoston, will not be entitled to vote or consent. Instead,
these preferred securities will be treated as if they were not outstanding.



     Holders of the preferred securities generally will have no rights to
appoint or remove the regular trustees. Instead, the trustees may be appointed,
removed or replaced solely by FleetBoston as the indirect or direct holder of
all of the common securities.


COMMON SECURITIES


     In connection with the issuance of preferred securities, each trust will
issue one series of common securities having the terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth in the prospectus supplement. Except for voting rights, the terms of the
common securities will be substantially identical to the terms of the preferred
securities. The common securities will rank equally, and payments will be made
on the common securities pro rata, with the preferred securities, except that,
upon an event of default, the rights of the holders of the common securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the preferred
securities. Except in limited circumstances, the common securities of a trust
carry the right to vote to appoint, remove or replace any of the trustees of
that trust. All of the common securities of each trust will be directly or
indirectly owned by FleetBoston.


               DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES


     Set forth below is a summary of information concerning the preferred
securities guarantees which will be executed and delivered by FleetBoston for
the benefit of the holders from time to time of preferred securities. Each
preferred securities guarantee will be qualified as an indenture under the Trust
Indenture Act. The Bank of New York will act as the guarantee trustee for
purposes of the Trust Indenture Act. The terms of each preferred securities
guarantee will be those set forth in the preferred securities guarantee and
those made part of the preferred securities guarantee by the Trust Indenture
Act. The summary of the material terms of the preferred securities guarantees is
not intended to be complete and is qualified in all respects by the provisions
of the form of preferred securities guarantee which is filed as an exhibit to
the registration statement which contains this prospectus, and the Trust
Indenture Act. Each preferred securities guarantee will be held by the guarantee
trustee for the benefit of the holders of the preferred securities of the
applicable trust.


GENERAL


     Pursuant to and to the extent set forth in the preferred securities
guarantee, FleetBoston will irrevocably and unconditionally agree to pay in full
to the holders of the preferred securities, except to the extent paid by the
trust, as and when due, regardless of any defense, right of set-off or
counterclaim which the trust may have or assert, the following payments, which
are referred to as "GUARANTEE PAYMENTS," without duplication:


     - any accrued and unpaid distributions that are required to be paid on the
       preferred securities, to the extent the trust has funds available for
       distributions;

     - the redemption price, plus all accrued and unpaid distributions, to the
       extent the trust has funds available for redemptions, relating to any
       preferred securities called for redemption by the trust; and

     - upon a voluntary or involuntary dissolution, winding-up or termination of
       the

                                       21
<PAGE>   84

       trust, other than in connection with the distribution of junior
       subordinated debentures to the holders of preferred securities or the
       redemption of all of the preferred securities, the lesser of:

          - the aggregate of the liquidation amount and all accrued and unpaid
            distributions on the preferred securities to the date of payment; or

          - the amount of assets of the trust remaining for distribution to
            holders of the preferred securities in liquidation of the trust.

     The redemption price and liquidation amount will be fixed at the time the
preferred securities are issued.


     FleetBoston's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by Fleet to the holders of preferred
securities or by causing the trust to pay such amounts to such holders.



     The preferred securities guarantees will not apply to any payment of
distributions except to the extent a trust shall have funds available for such
payments. If FleetBoston does not make interest payments on the junior
subordinated debentures purchased by a trust, the trust will not pay
distributions on the preferred securities and will not have funds available for
such payments.



     The preferred securities guarantees, when taken together with FleetBoston's
obligations under the junior subordinated debentures, the indentures and the
declarations, including its obligations to pay costs, expenses, debts and
liabilities of the trusts, other than those relating to trust securities, will
provide a full and unconditional guarantee on a subordinated basis by
FleetBoston of payments due on the preferred securities.



     FleetBoston has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trusts with respect to the common securities to
the same extent as the preferred securities guarantees, except that upon an
event of default under the indenture, holders of preferred securities shall have
priority over holders of common securities with respect to distributions and
payments on liquidation, redemption or otherwise.



CERTAIN COVENANTS OF FLEETBOSTON



     In each preferred securities guarantee, FleetBoston will covenant that, so
long as any preferred securities remain outstanding, if there shall have
occurred any event that would constitute an event of default under the preferred
securities guarantee or the indenture of the trust, or if FleetBoston has
exercised its option to defer interest payments on the junior subordinated
debentures by extending the interest payment period and such period or extension
thereof shall be continuing, then:



     - FleetBoston shall not declare or pay any dividend on, make any
       distributions relating to, or redeem, purchase, acquire or make a
       liquidation payment relating to, any of its capital stock or make any
       guarantee payment with respect thereto other than:



          (1) repurchases, redemptions or other acquisitions of shares of
              capital stock of FleetBoston in connection with any employee
              benefit plans or any other contractual obligation of FleetBoston,
              other than a contractual obligation ranking equally with or junior
              to the junior subordinated debentures;



          (2) as a result of an exchange or conversion of any class or series of
              FleetBoston's capital stock for any other class or series of
              FleetBoston's capital stock; or



          (3) the purchase of fractional interests in shares of FleetBoston's
              capital stock pursuant to the conversion or exchange provisions of
              such FleetBoston capital stock or the security being converted or
              exchanged; and



     - FleetBoston shall not make any payment of interest, principal or premium,
       if any,


                                       22
<PAGE>   85


       on, or repay, repurchase or redeem any debt securities issued by
       FleetBoston which rank equally with or junior to the junior subordinated
       debentures.


MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT


     The preferred securities guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding preferred securities. No vote will be required,
however, for any changes that do not adversely affect the rights of holders of
preferred securities. All guarantees and agreements contained in the preferred
securities guarantee shall bind the successors, assignees, receivers, trustees
and representatives of FleetBoston and shall be for the benefit of the holders
of the preferred securities then outstanding.


TERMINATION

     Each preferred securities guarantee will terminate upon full payment of the
redemption price of all preferred securities, upon distribution of the junior
subordinated debentures to the holders of the trust securities or upon full
payment of the amounts payable in accordance with the declaration upon
liquidation of such trust. Each preferred securities guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of preferred securities must restore payment of any sums paid under the
preferred securities or the preferred securities guarantee.

EVENTS OF DEFAULT


     An event of default under a preferred securities guarantee will occur upon
the failure of FleetBoston to perform any of its payment or other obligations
under the preferred securities guarantee.



     The holders of a majority in liquidation amount of the preferred securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the guarantee trustee in respect of the preferred
securities guarantee or to direct the exercise of any trust or power conferred
upon the guarantee trustee under the preferred securities guarantee. Any holder
of preferred securities may institute a legal proceeding directly against
FleetBoston to enforce the guarantee trustee's rights and the obligations of
FleetBoston under the preferred securities guarantee, without first instituting
a legal proceeding against the relevant trust, the guarantee trustee or any
other person or entity.


STATUS OF THE PREFERRED SECURITIES GUARANTEES


     The preferred securities guarantees will constitute unsecured obligations
of FleetBoston and will rank



     - subordinate and junior in right of payment to all other liabilities of
       FleetBoston, except those made equal or subordinate by their terms;



     - equally with the most senior preferred or preference stock now or
       hereafter issued by FleetBoston and with any guarantee now or hereafter
       entered into by FleetBoston in respect of any preferred or preference
       stock of any affiliate of FleetBoston; and



     - senior to FleetBoston common stock.


The terms of the preferred securities provide that each holder of preferred
securities by acceptance of such securities agrees to the subordination
provisions and other terms of the preferred securities guarantee.

     The preferred securities guarantees will constitute a guarantee of payment
and not of collection. This means that the guaranteed party may sue the
guarantor to enforce its rights under the guarantee without suing any other
person or entity.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     Prior to the occurrence of a default relating to a preferred securities
guarantee, the guarantee trustee undertakes to perform only such duties as are
specifically set forth in the preferred securities guarantee. After default, the
guarantee trustee will exercise the same degree
                                       23
<PAGE>   86

of care as a prudent individual would exercise in the conduct of his or her own
affairs. Provided that the foregoing requirements have been met, the guarantee
trustee is under no obligation to exercise any of the powers vested in it by a
preferred securities guarantee at the request of any holder of preferred
securities, unless offered indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred thereby.


     FleetBoston or its affiliates maintain certain accounts and other banking
relationships with the guarantee trustee and its affiliates in the ordinary
course of business.


GOVERNING LAW

     The preferred securities guarantees will be governed by and construed in
accordance with the internal laws of the State of New York.

              EFFECT OF OBLIGATIONS UNDER THE JUNIOR SUBORDINATED
               DEBENTURES AND THE PREFERRED SECURITIES GUARANTEES

     As set forth in the declaration, the sole purpose of the trusts are to
issue the trust securities and to invest the proceeds from that issuance and
sale in the junior subordinated debentures.

     As long as payments of interest and other payments are made when due on the
junior subordinated debentures, those payments will be sufficient to cover the
distributions and payments due on the trust securities. This is due to the
following factors:

     - the aggregate principal amount of junior subordinated debentures will be
       equal to the sum of the aggregate stated liquidation amount of the trust
       securities;

     - the interest rate and the interest and other payment dates on the junior
       subordinated debentures will match the distribution rate and distribution
       and other payment dates for the trust securities;


     - under the indenture, FleetBoston will pay, and the trusts will not be
       obligated to pay, directly or indirectly, all costs, expenses, debts and
       obligations of the trusts, other than those relating to the trust
       securities; and



     - the declaration further provides that the FleetBoston trustees may not
       cause or permit the trusts to engage in any activity that is not
       consistent with the purposes of the trusts.



     Payments of distributions, to the extent there are available funds, and
other payments due on the preferred securities, to the extent there are
available funds, are guaranteed by FleetBoston to the extent described in this
prospectus. If FleetBoston does not make interest payments on the junior
subordinated debentures, the trust will not have sufficient funds to pay
distributions on the preferred securities. Each preferred securities guarantee
is a subordinated guarantee in relation to the preferred securities. The
preferred securities guarantee does not apply to any payment of distributions
unless and until the trust has sufficient funds for the payment of such
distributions. See "Description of the Preferred Securities Guarantees."



     The preferred securities guarantees cover the payment of distributions and
other payments on the preferred securities only if and to the extent that
FleetBoston has made a payment of interest or principal or other payments on the
junior subordinated debentures. The preferred securities guarantees, when taken
together with FleetBoston's obligations under the junior subordinated debentures
and the indenture and its obligations under the declaration, will provide a full
and unconditional guarantee of distributions, redemption payments and
liquidation payments on the preferred securities.



     If FleetBoston fails to make interest or other payments on the junior
subordinated debentures when due, taking account of any extension period, the
declaration allows the holders of the preferred securities to direct the
institutional trustee to enforce its rights under


                                       24
<PAGE>   87


the junior subordinated debentures. If the institutional trustee fails to
enforce these rights, any holder of preferred securities may directly sue
FleetBoston to enforce such rights without first suing the institutional trustee
or any other person or entity. See "Description of the Preferred
Securities--Book Entry Only Issuance--The Depository Trust Company" and
"--Voting Rights" in the accompanying prospectus supplement.



     A holder of preferred securities may institute a direct action if a
declaration event of default has occurred and is continuing and such event is
attributable to the failure of FleetBoston to pay interest or principal on the
junior subordinated debentures on the date such interest or principal is
otherwise payable. A direct action may be brought without first (1) directing
the institutional trustee to enforce the terms of the junior subordinated
debentures or (2) suing FleetBoston to enforce the institutional trustee's
rights under the junior subordinated debentures. In connection with such direct
action, FleetBoston will be subrogated to the rights of such holder of preferred
securities under the declaration to the extent of any payment made by
FleetBoston to such holder of preferred securities. Consequently, FleetBoston
will be entitled to payment of amounts that a holder of preferred securities
receives in respect of an unpaid distribution to the extent that such holder
receives or has already received full payment relating to such unpaid
distribution from a trust.



     FleetBoston acknowledges that the guarantee trustee shall enforce the
preferred securities guarantees on behalf of the holders of the preferred
securities. If FleetBoston fails to make payments under the preferred securities
guarantees, the preferred securities guarantees allow the holders of the
preferred securities to direct the guarantee trustee to enforce its rights
thereunder. If the guarantee trustee fails to enforce the preferred securities
guarantees, any holder of preferred securities may directly sue FleetBoston to
enforce the guarantee trustee's rights under the preferred securities
guarantees. Such holder need not first sue the trust, the guarantee trustee, or
any other person or entity. A holder of preferred securities may also directly
sue FleetBoston to enforce such holder's right to receive payment under the
preferred securities guarantees. Such holder need not first (1) direct the
guarantee trustee to enforce the terms of the preferred securities guarantee or
(2) sue the trust or any other person or entity.



     FleetBoston and the trusts believe that the above mechanisms and
obligations, taken together, are equivalent to a full and unconditional
guarantee by FleetBoston of payments due on the preferred securities. See
"Description of the Preferred Securities Guarantees--General."


                              PLAN OF DISTRIBUTION


     FleetBoston may sell the junior subordinated debentures and any trust may
sell preferred securities in any of, or any combination of, the following ways:


     - directly to purchasers;


     - through agents, including BancBoston Robertson Stephens Inc.; and



     - through underwriters or dealers, including BancBoston Robertson Stephens
       Inc.



These underwriters, dealers or agents may be affiliates of FleetBoston, and
offers or sales of such securities may include secondary market transactions by
affiliates of FleetBoston.



     Offers to purchase preferred securities may be solicited directly by
FleetBoston and/or any trust, as the case may be, or by agents designated by
FleetBoston and/or any trust, as the case may be, from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933, involved in the offer or sale of the


                                       25
<PAGE>   88


preferred securities in respect of which this
prospectus is delivered will be named, and any commissions payable by
FleetBoston to such agent will be set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any such agency will be
acting on a best efforts basis for the period of its appointment which is
ordinarily five business days or less. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for FleetBoston
in the ordinary course of business.



     If an underwriter or underwriters are utilized in the sale, FleetBoston
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the prospectus supplement, which will be used by the
underwriters to make releases of the preferred securities in respect of which
this prospectus is delivered to the public.



     If a dealer is utilized in the sale of the preferred securities in respect
of which this prospectus is delivered, FleetBoston and/or any trust, as the case
may be, will sell such preferred securities to the dealer, as principal. The
dealer may then resell such preferred securities to the public at varying prices
to be determined by such dealer at the time of resale. The name of the dealer
and the terms of the transaction will be set forth in the prospectus supplement.
Agents, underwriters, and dealers may be entitled under the relevant agreements
to indemnification by FleetBoston and/or any trust, as the case may be, against
certain liabilities, including liabilities under the Securities Act of 1933.



     This prospectus and related prospectus supplement may be used by direct or
indirect subsidiaries of FleetBoston in connection with offers and sales related
to secondary market transactions. Such subsidiaries may act as principal or
agent in such transactions. Such sales may be made at prices related to
prevailing market prices at the time of sale.



     The participation of BancBoston Robertson Stephens Inc. or any other
affiliate or subsidiary of FleetBoston in the offer and sale of the preferred
securities will comply with the requirements of Rule 2720 of the Conduct Rules
of the National Association of Securities Dealers, Inc.



     Underwriters, agents or their controlling persons may engage in
transactions with and perform services for FleetBoston in the ordinary course of
business.


     Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.

                                 LEGAL MATTERS


     Certain matters of Delaware law relating to the validity of the preferred
securities will be passed upon on behalf of each of the trusts by Skadden, Arps,
Slate, Meagher & Flom LLP, special Delaware counsel to the trusts. The validity
of the junior subordinated debentures and the preferred securities guarantee and
certain matters relating thereto will be passed upon for FleetBoston and certain
United States federal income taxation matters will be passed upon for
FleetBoston and the trusts by Edwards & Angell, LLP, One BankBoston Plaza,
Providence, Rhode Island 02903. V. Duncan Johnson, a partner of Edwards &
Angell, LLP, is a director of Fleet Bank (RI), National Association and
beneficially owns 9,856 shares of FleetBoston Common Stock. Certain legal
matters will be passed upon for the Underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York.


                                       26
<PAGE>   89

                                    EXPERTS


     Our supplemental consolidated financial statements incorporated in this
prospectus by reference to our Current Report on Form 8-K filed November 22,
1999 amending our Annual Report on Form 10-K for the year ended December 31,
1998 have been so incorporated by reference in this document in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given upon the
authority of that firm as experts in accounting and auditing.


                                       27
<PAGE>   90

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                              PREFERRED SECURITIES


                               FLEET BOSTON LOGO




                             FLEET CAPITAL TRUST VI
                            FLEET CAPITAL TRUST VII
                            FLEET CAPITAL TRUST VIII
                             FLEET CAPITAL TRUST IX
                             FLEET CAPITAL TRUST X

                              PREFERRED SECURITIES
                    FULLY AND UNCONDITIONALLY GUARANTEED BY


                            FLEET BOSTON CORPORATION


                            ------------------------
                                   PROSPECTUS
                            ------------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.

     We are not offering the securities in any state where the offer is not
permitted.

     We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.


                                           , 1999


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   91

     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
     MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
     AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
     THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                             SUBJECT TO COMPLETION
          PRELIMINARY PROSPECTUS SUPPLEMENT DATED               , 1999

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED             , 1999)

                                                               FLEET BOSTON LOGO

                                 $

                              PREFERRED SECURITIES
                             FLEET CAPITAL TRUST VI
                          %           PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $       PER PREFERRED SECURITY)
                    FULLY AND UNCONDITIONALLY GUARANTEED BY

                            FLEET BOSTON CORPORATION

                            ------------------------

                                   THE TRUST:

     Fleet Capital Trust VI is a Delaware business trust. The trust will:

     - sell preferred securities representing undivided beneficial interests in
       the trust to the public.


     - sell common securities representing undivided beneficial interests in the
       trust to Fleet Boston Corporation.



     - use the proceeds from these sales to buy an equal principal amount of
       junior subordinated debentures due      of Fleet Boston Corporation.


     - distribute the cash payments it receives on the junior subordinated
       debentures it owns to the holders of the preferred and common securities.

                            QUARTERLY DISTRIBUTIONS:

     - For each preferred security that you own, you will receive cumulative
       cash distributions at an annual rate equal to             % on the
       liquidation amount of $       per preferred security, on             ,
                   ,             and             of each year, beginning
                   .


     - Fleet Boston Corporation can defer interest payments on the junior
       subordinated debentures at any time for up to 20 consecutive quarterly
       periods. If Fleet Boston Corporation does defer interest payments, the
       trust will also defer payment of distributions on the preferred and
       common securities. However, deferred distributions will themselves accrue
       interest at an annual rate equal to             , compounded quarterly,
       to the extent permitted by law.



                           FLEET BOSTON CORPORATION:



     - Fleet Boston Corporation will fully and unconditionally guarantee the
       payment by the trust of the preferred securities based on obligations
       discussed in the accompanying prospectus.


     The trust will apply to have the preferred securities listed on the New
York Stock Exchange under the symbol "     ." If approved for listing, trading
is expected to commence within 30 days after the preferred securities are first
issued.

     INVESTING IN THE PREFERRED SECURITIES INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT.
                            ------------------------


     Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or
the prospectus to which it relates is truthful or complete. Any representation
to the contrary is a criminal offense.



<TABLE>
<CAPTION>
                                                              PER PREFERRED SECURITY         TOTAL
                                                              ----------------------      ------------
<S>                                                           <C>                         <C>
Public offering price.......................................         $                    $
Underwriting commission to be paid by Fleet Boston
Corporation ................................................
Proceeds to the trust.......................................         $                    $
</TABLE>


     The underwriters may also purchase up to an additional           preferred
securities at the public offering price within 30 days from the date of this
prospectus supplement to cover over-allotment.
                            ------------------------

            The date of this prospectus supplement is              .
<PAGE>   92

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PROSPECTUS SUPPLEMENT RELATING TO PREFERRED SECURITIES OF
  FLEET CAPITAL TRUST VI
Summary Information--Q&A....................................   S-3
Risk Factors................................................   S-6
Fleet Capital...............................................   S-9
Supplemental Selected Consolidated Financial Data--Fleet
  Boston Corporation........................................  S-10
Capitalization..............................................  S-12
Accounting Treatment........................................  S-14
Description of the Preferred Securities.....................  S-14
Description of the Guarantee................................  S-25
Description of the Junior Subordinated Debentures...........  S-25
Effect of Obligations under the Junior Subordinated
  Debentures and the Guarantee..............................  S-34
United States Federal Income Taxation.......................  S-35
ERISA Considerations........................................  S-39
Underwriting................................................  S-41

PROSPECTUS RELATING TO PREFERRED SECURITIES OF FLEET CAPITAL
  TRUST VI
About This Prospectus.......................................     2
Where You Can Find More Information.........................     2
Forward-looking Statements..................................     4
Fleet Boston Corporation....................................     6
The Trusts..................................................     7
Supplemental Consolidated Ratios of Earnings to Fixed
  Charges...................................................     8
Use of Proceeds.............................................     8
Regulation and Supervision..................................     8
Description of the Junior Subordinated Debentures...........    14
Description of the Preferred Securities.....................    18
Description of the Preferred Securities Guarantees..........    21
Effect of Obligations Under the Junior Subordinated
  Debentures and the Preferred Securities Guarantees........    24
Plan of Distribution........................................    25
Legal Matters...............................................    26
Experts.....................................................    27
</TABLE>


     You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with any
other information.


     The trust may sell preferred securities after the date of this prospectus
supplement, and this prospectus supplement and the prospectus may be delivered
to you after the date of this prospectus supplement. However, you should realize
that the affairs of FleetBoston or the trust may have changed since the date of
this prospectus supplement. This prospectus supplement will not reflect such
changes.


     You should not consider this prospectus supplement or the prospectus to be
an offer or solicitation relating to the preferred securities in any
jurisdiction in which such an offer or solicitation is not authorized.
Furthermore, you should not consider this prospectus supplement or the
prospectus to be an offer or solicitation relating to the preferred securities
if the person making the offer or solicitation is not qualified to do so, or if
it is unlawful for you to receive such an offer or solicitation.

                                       S-2
<PAGE>   93

                            SUMMARY INFORMATION--Q&A

     The following information supplements, and should be read together with,
the information contained in other parts of this prospectus supplement and in
the accompanying prospectus. This summary highlights selected information from
this prospectus supplement and the accompanying prospectus to help you
understand the preferred securities. You should carefully read this prospectus
supplement and the accompanying prospectus to understand fully the terms of the
preferred securities, as well as the tax and other considerations that are
important to you in making a decision about whether to invest in the preferred
securities. You should pay special attention to the "Risk Factors" section
beginning on page S-6 of this prospectus supplement to determine whether an
investment in the preferred securities is appropriate for you. The preferred
securities are one of the series of preferred securities referred to in the
accompanying prospectus.

     For your convenience, we make reference to specific page numbers in this
prospectus supplement and the accompanying prospectus for more detailed
information on some of the terms and concepts used throughout this prospectus
supplement.

WHAT ARE THE PREFERRED SECURITIES?


     Each preferred security represents an undivided beneficial interest in the
assets of Fleet Capital Trust VI, "FLEET CAPITAL." Each preferred security will
entitle the holder to receive quarterly cash distributions as described in this
prospectus supplement. The underwriters are offering preferred securities at a
price of $       for each preferred security.


WHO IS FLEET CAPITAL?


     Fleet Capital Trust VI is a Delaware business trust.



     Fleet Capital will sell its preferred securities to the public and its
common securities to Fleet Boston Corporation, "FLEETBOSTON." The preferred
securities and the common securities together are referred to in this prospectus
supplement and the accompanying prospectus as the "TRUST SECURITIES." Fleet
Capital will use the proceeds from these sales to buy a series of Junior
Subordinated Debentures due      from FleetBoston with the same financial terms
as the preferred securities. FleetBoston will, on a subordinated basis, fully
and unconditionally guarantee the payment by Fleet Capital of the preferred
securities, the "GUARANTEE."



     There are five trustees of Fleet Capital. Three of Fleet Capital trustees
are officers of FleetBoston, the "REGULAR TRUSTEES." The Bank of New York will
act as the institutional trustee of Fleet Capital and one of its affiliates will
act as the Delaware trustee.



WHO IS FLEETBOSTON?



     FleetBoston is a diversified financial services company, with consumer and
commercial platforms serving approximately 20 million customers nationally and
internationally. FleetBoston's lines of business include institutional and
investment banking, cash management, trade services, export finance, mortgage
banking, corporate finance, asset-based lending, commercial lending, real estate
lending, government banking, investment management services, equipment leasing,
credit cards; discount brokerage services, student loan processing, and
full-service banking in leading Latin American Markets.


WHEN WILL YOU RECEIVE QUARTERLY DISTRIBUTIONS?

     If you purchase the preferred securities, you are entitled to receive
cumulative cash distributions at an annual rate of      % of the liquidation
amount of $     per preferred security. Distributions will accumulate from the
date Fleet Capital issues the preferred securities and will be paid quarterly in
arrears on              ,              ,              and              of each
year, beginning                .

                                       S-3
<PAGE>   94

WHEN CAN PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?


     FleetBoston can, on one or more occasions, defer interest payments on the
junior subordinated debentures for up to 20 consecutive quarterly periods unless
an event of default under the junior subordinated debentures has occurred and is
continuing (see page S-29). A deferral of interest payments cannot extend,
however, beyond the maturity date of the junior subordinated debentures, which
is                .



     If FleetBoston defers interest payments on the junior subordinated
debentures, Fleet Capital will also defer distributions on the preferred
securities. During this deferral period, distributions will continue to accrue
on the preferred securities at an annual rate of   % of the liquidation amount
of $     per preferred security. Also, the deferred distributions will
themselves accrue interest (to the extent permitted by law) at an annual rate of
     %, compounded quarterly. Once FleetBoston makes all interest payments on
the junior subordinated debentures, with accrued interest, it can again postpone
interest payments on the junior subordinated debentures if no event of default
under the junior subordinated debentures has occurred and is continuing.



     During any period in which FleetBoston defers interest payments on the
junior subordinated debentures, FleetBoston will not be permitted to:


     - declare or pay a dividend or make any other payment or distribution on
       its capital stock;

     - redeem, purchase or make a liquidation payment on any of its capital
       stock;

     - make an interest, principal or premium payment on, or repurchase or
       redeem, any of its debt securities that rank equal with or junior to the
       junior subordinated debentures; or

     - make any guarantee payments relating to any of the above.


There are limited exceptions to these restrictions which are described on page
S-29 and S-30.



     If FleetBoston defers the payment of interest on the junior subordinated
debentures, the preferred securities will be treated as being reissued with
original issue discount for United States federal income tax purposes. This
means that, beginning at the time of deferral, you will be required to recognize
interest income with respect to distributions even during the period such
distributions are deferred and include such amounts in your gross income for
United States federal income tax purposes before you receive any cash
distributions relating to such interest payments. See "United States Federal
Income Taxation" beginning on page S-35.


WHEN CAN FLEET CAPITAL REDEEM THE PREFERRED SECURITIES?


     Fleet Capital will redeem all of the outstanding preferred securities when
the junior subordinated debentures are paid at maturity on              . In
addition, if FleetBoston redeems any junior subordinated debentures before their
maturity, Fleet Capital will use the cash it receives on the redemption of the
junior subordinated debentures to redeem, on a pro rata basis, preferred
securities and common securities having an aggregate liquidation amount equal to
the aggregate principal amount of the junior subordinated debentures redeemed.



     FleetBoston can redeem some or all of the junior subordinated debentures
before their maturity at 100% of their principal amount plus accrued interest to
the date of redemption:


     - on one or more occasions any time on or after              ; and


     - before              , if specified changes in tax or regulatory law occur
       (each of which is a "SPECIAL EVENT" and each of which is more fully
       described on page S-28), and within 90 days of the occurrence of the
       special event.


                                       S-4
<PAGE>   95

     Any redemption of the junior subordinated debentures may require approval
of the Board of Governors of the Federal Reserve System.


WHAT IS FLEETBOSTON'S GUARANTEE OF THE PREFERRED SECURITIES?



     FleetBoston will fully and unconditionally guarantee the preferred
securities based on:


     - its obligations under the guarantee; and


     - its obligations under the declaration of trust which governs the terms of
       the preferred securities (see page S-14); and



     - its obligations under the indenture which governs the terms of the junior
       subordinated debentures (see page S-25).



     If FleetBoston does not make a payment on the junior subordinated
debentures, Fleet Capital will not have sufficient funds to make payments on the
preferred securities. The guarantee does not cover payments when Fleet Capital
does not have sufficient funds to make payments on the preferred securities.
FleetBoston's obligations under the guarantee are subordinate to its obligations
to make payments on all of its other liabilities except its obligations under
similar guarantees.


WHEN COULD THE JUNIOR SUBORDINATED DEBENTURES BE DISTRIBUTED TO YOU?


     FleetBoston has the right to terminate Fleet Capital at any time. If
FleetBoston decides to exercise its right to terminate Fleet Capital, Fleet
Capital will redeem the preferred securities by distributing the junior
subordinated debentures to holders of the preferred securities and the common
securities on a pro rata basis.


     Any distribution of the junior subordinated debentures may require approval
of the Board of Governors of the Federal Reserve System.

WILL THE PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?


     The trust has applied to have the preferred securities listed on the NYSE
under the symbol "     ". If approved for listing, trading is expected to
commence within 30 days after the preferred securities are first issued. You
should be aware that the listing of the preferred securities will not
necessarily assure that a liquid trading market will be available for the
preferred securities. If the trust distributes the junior subordinated
debentures, FleetBoston will use its best efforts to list the junior
subordinated debentures on the NYSE or any other exchange or other organization
on which the preferred securities are then listed.


WHAT HAPPENS IF FLEET CAPITAL IS TERMINATED AND THE JUNIOR SUBORDINATED
DEBENTURES ARE NOT DISTRIBUTED?


     Fleet Capital may also terminate in circumstances where the junior
subordinated debentures will not be distributed. In those situations, Fleet
Capital will pay the liquidation amount of      for each preferred security plus
unpaid distributions to the date such payment is made. Fleet Capital will be
able to make this distribution of cash only if the junior subordinated
debentures are redeemed by FleetBoston.


IN WHAT FORM WILL THE PREFERRED SECURITIES BE ISSUED?

     The preferred securities will be represented by one or more global
securities that will be deposited with and registered in the name of The
Depository Trust Company, New York, New York, "DTC," or its nominee. This means
that you will not receive a certificate for your preferred securities. Fleet
Capital expects that the preferred securities will be ready for delivery through
DTC on or about              .

                                       S-5
<PAGE>   96

                                  RISK FACTORS

     Your investment in the preferred securities will involve some risks. You
should carefully consider the following discussion of risks, and the other
information in this prospectus supplement and the accompanying prospectus,
before deciding whether an investment in the preferred securities is suitable
for you.


FLEETBOSTON'S OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR SUBORDINATED
DEBENTURES ARE SUBORDINATED.



     FleetBoston's obligations under the guarantee are unsecured and will rank
in priority of payment:



     - junior to all of FleetBoston's other liabilities, except those
       liabilities made equal or junior to the guarantee by their terms;



     - equal with all of FleetBoston's senior most preferred and preference
       stock now or in the future issued by it, and with any guarantee now or in
       the future issued by it in respect of any preferred or preference stock
       of any of its affiliates, including FleetBoston's guarantee of the
       outstanding preferred or capital securities of Fleet Capital Trust I,
       Fleet Capital Trust II, Fleet Capital Trust III, Fleet Capital Trust IV
       and Fleet Capital Trust V; and


     - senior to Fleet's common stock.

     This means that Fleet cannot make any payments on the guarantee if it
defaults on a payment of any of its other liabilities, except those liabilities
made equal or junior to the guarantee by their terms. In the event of the
bankruptcy, liquidation or dissolution of Fleet, its assets would be available
to pay obligations under the guarantee only after all payments had been made on
its other liabilities, except those liabilities made equal or junior to the
guarantee by their terms.


     FleetBoston's obligations under the junior subordinated debentures are
unsecured and will rank junior in priority of payment to FleetBoston's "SENIOR
INDEBTEDNESS" and "OTHER FINANCIAL OBLIGATIONS" (see page S-27 for definitions
of these terms). This means that FleetBoston cannot make any payments of
principal, including redemption payments, or interest on the junior subordinated
debentures if it defaults on a payment on its senior indebtedness or other
financial obligations. This also means that in the event of the bankruptcy,
liquidation or dissolution of FleetBoston, its assets would be available to pay
obligations under the junior subordinated debentures only after all payments had
been made on its senior indebtedness and other financial obligations. As of
September 30, 1999, senior indebtedness and other financial obligations of
FleetBoston aggregated approximately $8.5 billion (holding company only). In
addition, because FleetBoston is a bank holding company, the junior subordinated
debentures are effectively subordinated to all existing and future liabilities
of FleetBoston's subsidiaries, including depositors.



     The preferred securities, the guarantee and the junior subordinated
debentures do not limit the ability of FleetBoston and its subsidiaries to incur
additional indebtedness, including indebtedness that ranks senior in priority of
payment to the junior subordinated debentures and the guarantee.



     For more information please refer to "Description of the Junior
Subordinated Debentures -- Subordination" beginning on page S-25 and
"Description of the Preferred Securities Guarantees" beginning on page 21 of the
accompanying prospectus.


GUARANTEE ONLY COVERS PAYMENTS IF FLEET CAPITAL HAS CASH AVAILABLE


     The ability of Fleet Capital to pay scheduled distributions on the
preferred securities, the redemption price of the preferred securities and the
liquidation amount of each preferred security is solely dependent upon
FleetBoston making the related payments on the junior subordinated debentures
when due.



     If FleetBoston defaults on its obligation to pay principal or interest on
the junior subordinated debentures, Fleet Capital will not have sufficient funds
to pay distributions, the redemption price or the liquidation amount of each
preferred security. In those circumstances, you will not be able to rely upon
the guarantee for payment of these amounts.


                                       S-6
<PAGE>   97

     Instead, you:


     - may directly sue FleetBoston or seek other remedies to collect your pro
       rata share of payments owed; or


     - rely on the institutional trustee to enforce Fleet Capital's rights under
       the junior subordinated debentures.

FLEET'S ABILITY TO DEFER DISTRIBUTIONS WILL CAUSE CASH PAYMENTS TO CEASE, WILL
HAVE FEDERAL INCOME TAX CONSEQUENCES FOR YOU AND MAY AFFECT THE TRADING PRICE OF
THE PREFERRED SECURITIES


     If no event of default under the junior subordinated debentures has
occurred and is continuing, FleetBoston can, on one or more occasions, defer
interest payments on the junior subordinated debentures for up to 20 consecutive
quarterly periods. If FleetBoston defers interest payments on the junior
subordinated debentures, Fleet Capital will defer distributions on the preferred
securities during any deferral period. However, distributions would still
accumulate and those deferred distributions will themselves accrue interest at
an annual rate of   %, to the extent permitted by law.



     If FleetBoston defers the payment of interest on the junior subordinated
debentures, you will be required to recognize interest income for United States
federal income tax purposes in respect of your pro rata share of the interest on
the junior subordinated debentures held by Fleet Capital before you receive any
cash distributions relating to those interest payments. In addition, if you sell
the preferred securities before the end of any deferral period or before the
record date relating to distributions which are paid, you will not receive the
cash distributions relating to any accrued and unpaid interest even though you
will be required to recognize such interest in income for United States federal
income tax purposes.



     FleetBoston has no current intention of deferring interest payments on the
junior subordinated debentures. However, if FleetBoston exercises its right in
the future, the preferred securities may trade at a price that does not fully
reflect the value of accrued but unpaid interest on the junior subordinated
debentures. If you sell the preferred securities during an interest deferral
period, you may not receive the same return on your investment as someone who
continues to hold the preferred securities. In addition, the existence of
FleetBoston's right to defer payments of interest on the junior subordinated
debentures may mean that the market price for the preferred securities, which
represent an undivided beneficial interest in the junior subordinated
debentures, may be more volatile than other securities that do not have these
rights.



     See "United States Federal Income Taxation" beginning on page S-35 for more
information regarding the United States federal income tax consequences of
purchasing, holding and selling the preferred securities.


PREFERRED SECURITIES MAY BE REDEEMED BEFORE        IF A SPECIAL EVENT OCCURS


     If a special event occurs and is continuing, FleetBoston has the right to
redeem all of the junior subordinated debentures. The "special events" are
defined on page S-28. If such a redemption happens, Fleet Capital will use the
cash it receives on the redemption of the junior subordinated debentures to
redeem all of the preferred and common securities within 90 days of the event.



     Please see "Description of the Preferred Securities -- Redemption
Procedures" on page S-17 and "Description of the Junior Subordinated
Debentures -- Optional Redemption" beginning on page S-28 for more information.


DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES MAY HAVE A POSSIBLE ADVERSE
EFFECT ON TRADING PRICE


     FleetBoston has the right to terminate Fleet Capital at any time. If
FleetBoston decides to exercise its right to terminate Fleet Capital, Fleet
Capital will redeem the preferred and common securities by distributing the
junior subordinated debentures to holders of the preferred securities and common
securities on a pro rata basis. Any distribution of the junior subordinated
debentures may require approval of the Board of Governors of the Federal Reserve
System.


                                       S-7
<PAGE>   98


     Under current United States federal income tax laws, a distribution of
junior subordinated debentures to you on the dissolution of Fleet Capital should
not be a taxable event to you. However, if Fleet Capital is characterized for
United States federal income tax purposes as an association taxable as a
corporation or there is a change in law at the time Fleet Capital is dissolved,
the distribution of junior subordinated debentures to you may be a taxable event
to you.



     FleetBoston has no current intention of causing the termination of Fleet
Capital and the distribution of the junior subordinated debentures. FleetBoston
anticipates that it would consider exercising this right in the event that
expenses associated with maintaining Fleet Capital were substantially greater
than currently expected, such as if a special event occurred. FleetBoston cannot
predict the other circumstances under which this right would be exercised.



     FleetBoston cannot predict the market prices for the junior subordinated
debentures that may be distributed. Accordingly, the junior subordinated
debentures that you receive on a distribution, or the preferred securities you
hold pending such a distribution, may trade at a discount to the price that you
paid to purchase the preferred securities.


     Because you may receive junior subordinated debentures, you should make an
investment decision with regard to the junior subordinated debentures, in
addition to the preferred securities. You should carefully review all the
information regarding the junior subordinated debentures contained in this
prospectus supplement and the accompanying prospectus.

LIMITED VOTING RIGHTS


     You will have limited voting rights. In particular, only FleetBoston can
elect or remove any of Fleet Capital's trustees.


     See "Fleet Capital" on page S-9 and "Description of the Preferred
Securities -- Voting Rights" beginning on page 18 in the accompanying
prospectus.

TRADING PRICE OF THE PREFERRED SECURITIES MAY NOT REFLECT THE VALUE OF ACCRUED
BUT UNPAID INTEREST

     If you use the accrual method of accounting for tax purposes and dispose of
your preferred securities between quarterly distributions, you will be required
to:

     - include accrued but unpaid interest as ordinary income for United States
       federal tax purposes; and

     - add the accrued but unpaid income to your adjusted tax basis in the
       preferred securities disposed of.


     If you sell the preferred securities for less than your adjusted tax basis
in the preferred securities, you will recognize a loss which generally may not
be used to offset ordinary income for United States federal tax purposes. See
"United States Federal Income Taxation" beginning on page S-35.


THERE IS NOT AN ESTABLISHED TRADING MARKET FOR THE PREFERRED SECURITIES


     The preferred securities are a new issue of securities of Fleet Capital
with no established trading market. Fleet Capital cannot assure you that an
active trading market for the preferred securities will develop or be sustained
in the future. While the underwriters have indicated to FleetBoston and Fleet
Capital their intention to create a market for the preferred securities, they
are not obligated to do so and may discontinue market-making at any time without
notice. As a result, you may have difficulty selling or otherwise disposing of
the preferred securities.


NO PROTECTION IN HIGHLY LEVERAGED TRANSACTIONS


     Under the indenture which governs the terms of the junior subordinated
debentures, you will not be protected from a highly leveraged transaction,
including a change of control of FleetBoston or other similar transaction. Such
a transaction may have the effect of increasing FleetBoston's liabilities that
are senior to the junior subordinated debentures.


                                       S-8
<PAGE>   99

                                 FLEET CAPITAL

     This section supplements, and to the extent inconsistent with, replaces the
section entitled "The Trusts" in the accompanying Prospectus.

     Fleet Capital is a statutory business trust formed under Delaware law
pursuant to:


     - a declaration of trust, dated as of March 16, 1998, as amended, executed
       by FleetBoston, as sponsor, and the trustees of Fleet Capital, the "FLEET
       CAPITAL TRUSTEES;" and



     - the filing of a certificate of trust with the Secretary of State of the
       State of Delaware on March 16, 1998, as amended.


     The declaration will be amended and restated in its entirety, as so amended
and restated, the "DECLARATION," substantially in the form filed as an exhibit
to the registration statement which contains this prospectus supplement and the
accompanying prospectus. The declaration will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended, the "TRUST INDENTURE ACT."

     Fleet Capital exists for the exclusive purposes of:

     (1) issuing the trust securities representing undivided beneficial
         interests in the assets of Fleet Capital;

     (2) investing the gross proceeds of the trust securities in the junior
         subordinated debentures; and

     (3) engaging only in other necessary or incidental activities.


     Upon issuance of the preferred securities, the purchasers will own all of
the preferred securities. See "Description of the Preferred
Securities -- Book-Entry Only Issuance -- The Depository Trust Company."
FleetBoston will directly or indirectly acquire common securities in an
aggregate liquidation amount equal to at least 3 percent of the total capital of
Fleet Capital.



     Pursuant to the declaration, the number of Fleet Capital trustees will
initially be five. FleetBoston, as the direct or indirect holder of all the
common securities, will have the right to appoint, remove or replace any Fleet
Capital trustee and to increase or decrease the number of Fleet Capital
trustees. Three of the FleetBoston Capital trustees, the "REGULAR TRUSTEES,"
will be persons who are employees or officers of, or who are affiliated with,
FleetBoston. The fourth trustee will be a financial institution that is
unaffiliated with FleetBoston which will serve as institutional trustee under
the declaration and as indenture trustee for the purposes of compliance with the
provisions of the Trust Indenture Act, the "INSTITUTIONAL TRUSTEE." Initially,
The Bank of New York will be the institutional trustee until removed or replaced
by the holder of the common securities. For purposes of compliance with the
provisions of the Trust Indenture Act, The Bank of New York will act as trustee
under the guarantee, the "GUARANTEE TRUSTEE," and as trustee under the indenture
which governs the junior subordinated debentures, the "DEBT TRUSTEE." The fifth
trustee will be an entity that maintains its principal place of business in the
state of Delaware. Initially, The Bank of New York (Delaware), an affiliate of
the institutional trustee, will act as Delaware trustee.


     The institutional trustee will hold title to the junior subordinated
debentures for the benefit of the holders of the trust securities and will have
the power to exercise all rights, powers and privileges under the indenture as
the holder of the junior subordinated debentures. In addition, the institutional
trustee will maintain exclusive control of a segregated non-interest bearing
bank account to hold all payments made in respect of the junior subordinated
debentures for the benefit of the holders of the trust securities. The
institutional trustee will make payments of distributions and payments on
liquidation, redemption and otherwise to the holders of the trust securities out
of funds from that account.

     The guarantee trustee will hold the guarantee for the benefit of the
holders of the preferred securities.


     FleetBoston will pay all fees and expenses related to Fleet Capital and the
offering of the trust securities. See "Description of the Junior Subordinated
Debentures -- Miscellaneous" on page S-32.


                                       S-9
<PAGE>   100


               SUPPLEMENTAL SELECTED CONSOLIDATED FINANCIAL DATA
                            FLEET BOSTON CORPORATION



     The following unaudited consolidated summary sets forth supplemental
selected financial data for FleetBoston and its subsidiaries for the nine months
ended September 30, 1999 and 1998 and for each of the years in the five-year
period ending December 31, 1998. The following summary should be read in
conjunction with the supplemental financial information incorporated herein by
reference to other documents. See "Where You Can Find More Information" in the
accompanying prospectus. The summary for the nine months ended September 30,
1999 and 1998 is based on unaudited financial statements which include all
adjustments that, in the opinion of management of FleetBoston, are necessary for
a fair presentation of the results of the respective interim periods. The
results of operations for the nine months ended September 30, 1999 are not
necessarily indicative of the results expected for 1999 or any other interim
period. All data has been restated to reflect the BankBoston merger, accounted
for as a pooling of interests. Certain amounts in prior periods have been
reclassified to conform to current-year presentation. All per common share
amounts and associated ratios have been adjusted to reflect FleetBoston's
two-for-one common stock split during 1998.





<TABLE>
<CAPTION>
                                                    NINE MONTHS ENDED
                                                      SEPTEMBER 30,                      YEARS ENDED DECEMBER 31,
                                                   -------------------   --------------------------------------------------------
                                                     1999       1998       1998       1997       1996         1995         1994
                                                   --------   --------   --------   --------   --------     --------     --------
                                                                    (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                <C>        <C>        <C>        <C>        <C>          <C>          <C>
CONSOLIDATED SUMMARY OF OPERATIONS:
Interest income (fully taxable equivalent).......  $  9,719   $  9,217   $ 12,400   $ 11,319   $ 10,977     $ 11,398     $  9,780

  Interest expense...............................     4,608      4,437      5,946      5,127      5,119        6,009        4,584
                                                   --------   --------   --------   --------   --------     --------     --------

  Net interest income (fully taxable
    equivalent)..................................     5,111      4,780      6,454      6,192      5,858        5,389        5,196

  Provision for credit losses....................       688        590        850        522        444          376          219
                                                   --------   --------   --------   --------   --------     --------     --------

  Net interest income after provision for credit
    losses (fully taxable equivalent)............     4,423      4,190      5,604      5,670      5,414        5,013        4,977

  Noninterest income.............................     5,001      3,788      5,281      4,206      3,658        3,237        2,683

  Noninterest expense............................     6,032      5,159      7,050      6,050      5,831        5,831        5,168

  Net income.....................................     2,072      1,702      2,324      2,246      1,860(a)     1,351(b)     1,428

PER COMMON SHARE(d):

  Basic earnings per share.......................  $   2.20   $   1.81   $   2.47   $   2.39   $   1.88(a)  $   1.25(b)  $   1.54

  Diluted earnings per share.....................      2.15       1.76       2.41       2.33       1.84(a)      1.19(b)      1.45

  Weighted average basic shares outstanding (in
    thousands)...................................   920,667    915,578    916,123    902,442    932,575      895,370      882,131

  Weighted average diluted shares outstanding (in
    thousands)...................................   944,996    938,242    939,136    924,021    949,824      943,344      935,832

  Book value.....................................  $  16.01   $  14.38   $  14.70   $  13.23   $  12.08     $  11.15     $   9.85

  Cash dividends declared........................       .81       .735       1.00        .92        .87          .82          .70

  Common dividend payout ratio...................     36.79%     40.43%     40.15%     35.55%     40.71%       50.76%       32.13%

RATIO OF EARNINGS TO FIXED CHARGES:

  Excluding interest on deposits.................      2.62x      2.60x      2.62x      3.00x      2.79x        1.91x        2.11x

  Including interest on deposits.................      1.72       1.62       1.62       1.72       1.61         1.39         1.52

RATIO OF EARNINGS TO FIXED CHARGES AND DIVIDENDS
  ON PREFERRED STOCK:

  Excluding interest on deposits.................      2.57x      2.53x      2.55x      2.85x      2.62x        1.87x        2.05x

  Including interest on deposits.................      1.71       1.61       1.62       1.70       1.59         1.38         1.51

CONSOLIDATED BALANCE SHEET--AVERAGE BALANCES:

  Total assets...................................  $187,128   $167,959   $170,228   $151,886   $146,108     $141,543     $135,532

  Securities held to maturity....................     1,681      1,891      1,874      2,000      1,852       11,777       12,985

  Securities available for sale..................    22,773     19,597     19,853     16,321     17,525       16,244       19,198

  Loans and leases, net of unearned income.......   116,873    109,905    111,039    102,369     97,598       90,447       80,771

  Due from brokers/dealers.......................     3,289      3,869      3,765      2,884      2,179        1,926        1,606
</TABLE>


                                      S-10
<PAGE>   101


<TABLE>
<CAPTION>
                                                    NINE MONTHS ENDED
                                                      SEPTEMBER 30,                      YEARS ENDED DECEMBER 31,
                                                   -------------------   --------------------------------------------------------
                                                     1999       1998       1998       1997       1996         1995         1994
                                                   --------   --------   --------   --------   --------     --------     --------
                                                                    (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                                <C>        <C>        <C>        <C>        <C>          <C>          <C>
Interest-bearing deposit liabilities.............    90,976     87,533     88,634     82,437     81,824       74,828       71,049

  Short-term borrowings..........................    23,037     21,598     21,669     17,127     15,099       23,919       23,825

  Due to brokers/dealers.........................     4,080      4,693      4,501      3,463      2,645        2,341        1,821

  Long-term debt(e)..............................    21,311     10,111     10,962      7,993      8,158        8,741        7,506

  Stockholders' equity...........................    14,621     13,566     13,674     12,188     12,139       10,885        9,785

CONSOLIDATED RATIOS:

  Net interest margin (fully taxable
    equivalent)..................................      4.27%      4.40%      4.40%      4.68%      4.57%        4.24%        4.26%

  Return on average assets.......................      1.47       1.35       1.37       1.48       1.27(a)       .95(b)      1.05

  Return on average common stockholders'
    equity.......................................     19.42      17.45      17.64      19.71      16.31(a)     13.16(b)     15.60

  Average stockholders' equity to
    average assets...............................      7.81       8.08       8.03       8.02       8.31         7.69         7.22

  Tier 1 risk-based capital ratio................      7.14       6.90       7.11       7.55       8.30         7.97         8.52

  Total risk-based capital ratio.................     11.28      11.30      11.51      11.31      12.18        11.91        12.82

  Period-end reserve for credit losses to
    period-end loans and leases, net of unearned
    income.......................................      2.10       2.01       2.06       2.01       2.35         2.42         2.75

  Net charge-offs to average loans and leases,
    net of unearned income.......................       .74        .71        .75        .64        .61          .55          .51

  Period-end nonperforming assets to period-end
    loans and leases, net of unearned income and
    other real estate owned(c)...................       .66        .60        .61        .72       1.16         1.03         1.56
</TABLE>


- ---------------

(a) Includes impact of merger-related charges ($180 million pre-tax, $117
    million post-tax) recorded in 1996.



(b) Includes impact of the loss on assets held for sale by accelerated
    disposition ($175 million pre-tax, $112 million post-tax) and merger-related
    charges ($490 million pre-tax, $317 million post-tax) recorded in 1995.



(c) Excludes $113 million, $126 million, $46 million, $214 million, $265 million
    and $317 million of nonperforming assets reclassified to held for sale by
    accelerated disposition at September 30, 1999 and 1998, and December 31,
    1998, 1997, 1996 and 1995, respectively. Including such amounts, the ratios
    would have been .75%, .71%, .65%, .92%, 1.43% and 1.37% at September 30,
    1999 and 1998, and December 31, 1998, 1997, 1996 and 1995, respectively.



(d) All per share and average share information has been adjusted to reflect
    FleetBoston's two-for-one common stock split during 1998.



(e) Amounts include guaranteed preferred beneficial interests in FleetBoston's
    junior subordinated debentures.




                                      S-11
<PAGE>   102

                                 CAPITALIZATION


     The following table sets forth the actual consolidated capitalization of
FleetBoston and its subsidiaries at September 30, 1999, and FleetBoston's
capitalization as of such date as adjusted to reflect the December 1, 1999 sale
of $500 million of 7.375% subordinated notes due 2009 as well as the sale of the
preferred securities offered hereby. The table should be read in conjunction
with FleetBoston's supplemental consolidated financial statements and notes
thereto included in the documents incorporated by reference herein. All data has
been restated to give effect to the BankBoston merger. See "Where You Can Find
More Information" in the accompanying prospectus.





<TABLE>
<CAPTION>
                                                              ACTUAL     AS ADJUSTED
                                                              -------    -----------
                                                              AT SEPTEMBER 30, 1999
                                                              ----------------------
                                                              (DOLLARS IN MILLIONS)
<S>                                                           <C>        <C>
Senior and subordinated debt................................  $23,391      $23,891
Company-obligated mandatorily redeemable preferred
  securities of Fleet Capital Trust I(1)....................       84           84
Company-obligated mandatorily redeemable capital securities
  of Fleet Capital Trust II(2)..............................      250          250
Company-obligated mandatorily redeemable preferred
  securities of Fleet Capital Trust III(3)..................      120          120
Company-obligated mandatorily redeemable preferred
  securities of Fleet Capital Trust IV(4)...................      150          150
Company-obligated mandatory redeemable capital securities of
  Fleet Capital Trust V(5)..................................      250          250
Company-obligated mandatory redeemable preferred securities
  of Fleet Capital Trust VI(6)..............................       --
Company-obligated mandatorily redeemable preferred
  securities of BankBoston Capital Trust I(7)...............      250          250
Company-obligated mandatorily redeemable preferred
  securities of BankBoston Capital Trust II(8)..............      250          250
Company-obligated mandatorily redeemable preferred
  securities of BankBoston Capital Trust III(9).............      248          248
Company-obligated mandatorily redeemable preferred
  securities of BankBoston Capital Trust IV(10).............      247          247
                                                              -------      -------
Total long-term debt........................................   25,240

STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value............................      691          691
Common stock, $.01 par value................................        9            9
Common surplus..............................................    4,749        4,749
Retained earnings...........................................   10,465       10,465
Accumulated other comprehensive income......................      (48)         (48)
Treasury stock..............................................     (409)        (409)
                                                              -------      -------
Total stockholders' equity..................................   15,457       15,457
                                                              -------      -------
Total long-term debt and stockholders' equity...............  $40,697      $
                                                              =======      =======
</TABLE>


- ---------------

 (1) Issued on February 4, 1997. The sole assets of Fleet Capital Trust I are
     8.00% Junior Subordinated Deferrable Interest Debentures due 2027 with a
     principal amount of approximately $86.3 million. Such debentures mature on
     February 15, 2027, which may be (i) shortened to a date not earlier than
     April 15, 2001 or (ii) extended to a date not later than February 15, 2046.
     FleetBoston owns all of the common securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.



 (2) Issued on December 11, 1996. The sole assets of Fleet Capital Trust II are
     7.92% Junior Subordinated Deferrable Interest Debentures due 2026 with a
     principal amount of approximately $257.7 million. Such debentures mature on
     December 11, 2026. FleetBoston owns all of the common securities of this
     trust. Upon redemption of the debentures, the capital securities are
     mandatorily redeemable.



 (3) Issued on January 29, 1998. The sole assets of Fleet Capital Trust III are
     7.05% Junior Subordinated Deferrable Interest Debentures due 2028 with a
     principal amount of approximately $123.7 million. Such debentures mature on
     March 31, 2028. FleetBoston owns all of the common securities of this
     trust. Upon redemption of the debentures, the preferred securities are
     mandatorily redeemable.



 (4) Issued on April 28, 1998. The sole assets of Fleet Capital Trust IV are
     7.17% Junior Subordinated Deferrable Interest Debentures with a principal
     amount of approximately $154.6 million. Such debentures mature on March 31,
     2028. FleetBoston owns all of the Common Securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.



 (5) Issued on December 18, 1998. The sole assets of Fleet Capital Trust V are
     Floating Rate Junior Subordinated Deferrable Interest Debentures due 2028
     with a principal amount of approximately $257.7 million. Such debentures
     mature on December 18, 2028. FleetBoston owns all of the common securities
     of this trust. Upon redemption of the debentures, the preferred securities
     are mandatorily redeemable.


 (6) As described in this prospectus supplement, the sole assets of Fleet
     Capital will be the junior subordinated debentures with a principal amount
     of approximately $    million. The junior subordinated debentures will bear
     interest at an annual rate equal to     % on

                                      S-12
<PAGE>   103


     the liquidation amount of $    per preferred security and will mature on
                 . FleetBoston owns all of the common securities of Fleet
     Capital. Upon redemption of the junior subordinated debentures, the
     preferred securities will be mandatorily redeemable.



 (7) Issued on November 26, 1996. The sole assets of BKB Capital Trust I are
     8.25% Series A Junior Subordinated Deferrable Interest Debentures due
     December 15, 2026 with a principal amount of approximately $258.6 million.
     FleetBoston owns all of the common securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.



 (8) Issued on April 8, 1997. The sole assets of BKB Capital Trust II are 7.75%
     Series A Junior Subordinated Deferrable Interest Debentures due December
     15, 2026 with a principal amount of approximately $258.6 million.
     FleetBoston owns all of the common securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.



 (9) Issued on June 4, 1997. The sole assets of BKB Capital Trust III are
     Floating Rate Junior Subordinated Deferrable Interest Debentures due June
     15, 2027 with a principal amount of approximately $255.9 million.
     FleetBoston owns all of the common securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.



(10) Issued on June 8, 1998. The sole assets of BKB Capital Trust IV are
     Floating Rate Junior Subordinated Deferrable Interest Debentures due June
     8, 2028 with a principal amount of approximately $255.9 million.
     FleetBoston owns all of the common securities of this trust. Upon
     redemption of the debentures, the preferred securities are mandatorily
     redeemable.


                                      S-13
<PAGE>   104

                              ACCOUNTING TREATMENT


     The financial statements of Fleet Capital will be consolidated into
FleetBoston's consolidated financial statements, with the preferred securities
classified as a component of long-term debt of FleetBoston. The financial
statement footnotes of FleetBoston will reflect that the sole asset of Fleet
Capital will be $     million principal amount of the junior subordinated
debentures, bearing interest at an annual rate equal to              and
maturing on              . All future reports filed by FleetBoston under the
Securities Exchange Act of 1934 will present information regarding Fleet Capital
and other similar FleetBoston trusts in the manner described above. In addition,
a footnote to FleetBoston's audited financial statements will reflect that:



     (1) Fleet Capital and such other trusts are wholly-owned by FleetBoston;


     (2) the sole assets of Fleet Capital are the junior subordinated debentures
         and the sole assets of such other trusts will be junior subordinated
         debentures, in each case specifying as to each trust the principal
         amount, interest rate and maturity date of the junior subordinated
         debentures held; and


     (3) the guarantee, when taken together with FleetBoston's obligations under
         the junior subordinated debenture and the indenture and its obligations
         under the declaration, including its obligations to pay costs,
         expenses, debts and liabilities of Fleet Capital, other than with
         respect to the trust securities, and the corresponding obligations of
         FleetBoston with respect to such other trusts, provide a full and
         unconditional guarantee of amounts on the preferred securities and the
         preferred securities issued by such other trusts.


See "Capitalization."

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The preferred securities will be issued pursuant to the terms of an amended
and restated declaration of trust. The declaration will be qualified as an
indenture under the Trust Indenture Act. The institutional trustee, The Bank of
New York, will act as trustee for the preferred securities under the declaration
for purposes of compliance with the provisions of the Trust Indenture Act. The
terms of the preferred securities will include those stated in the declaration
and those made part of the declaration by the Trust Indenture Act.

     Set forth below is a summary of the material terms and provisions of the
preferred securities. This summary supplements, and to the extent inconsistent,
replaces, the description set forth under the caption "Description of the
Preferred Securities" in the accompanying prospectus. This summary, which
describes the material provisions of the preferred securities, is not intended
to be complete and is qualified by the declaration, the form of which is filed
as an exhibit to the registration statement which contains this prospectus
supplement, the Delaware Business Trust Act and the Trust Indenture Act.

GENERAL


     The declaration authorizes the regular trustees to issue the trust
securities on behalf of Fleet Capital. The trust securities represent undivided
beneficial interests in the assets of Fleet Capital. All of the common
securities will be owned, directly or indirectly, by FleetBoston. The common
securities rank equally, and payments will be made on a pro rata basis, with the
preferred securities. However, if a "DECLARATION EVENT OF DEFAULT" as defined
under "Declaration Events of Default" on page S-19, occurs and is continuing,
the rights of the holders of the common securities to receive payments will be
subordinated to the rights of the holders of the preferred securities.


                                      S-14
<PAGE>   105

     The declaration does not permit Fleet Capital to issue any securities other
than the trust securities or to incur any indebtedness. Under the declaration,
the institutional trustee will own the junior subordinated debentures purchased
by Fleet Capital for the benefit of the holders of the trust securities.


     Payments on the preferred securities are guaranteed by FleetBoston to the
extent described under "Description of the Preferred Securities Guarantees" in
the accompanying prospectus. The guarantee will be held by The Bank of New York,
as guarantee trustee, for the benefit of the holders of the preferred
securities. The guarantee does not cover payment of distributions when Fleet
Capital does not have sufficient available funds to pay those distributions. In
such event, the remedy of a holder of preferred securities is to vote to direct
the institutional trustee to enforce the institutional trustee's rights under
the junior subordinated debentures or, if there is a default in the payment of
distributions, including when Fleet Capital does not have sufficient available
funds to pay such distribution, the holder may take "DIRECT ACTION," as defined
in the accompanying prospectus on page 18. See "Voting Rights" and "Declaration
Events of Default" below and "Description of the Preferred Securities--Voting
Rights" in the accompanying prospectus beginning on page 18.


DISTRIBUTIONS

     Distributions on the preferred securities will be fixed at an annual rate
equal to              on the liquidation amount of $       per preferred
security. Distributions which are unpaid for more than one quarter will bear
interest at that same rate, compounded quarterly. The term "distribution" as
used in this prospectus supplement and the accompanying prospectus includes any
interest payable on unpaid distributions unless otherwise stated.

     The amount of distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of distributions
payable for any period shorter than a full quarterly period will be computed on
the basis of the actual number of days elapsed per 30-day month. If any
distribution payment date is not a business day, then such distribution will be
made on the next succeeding day that is a business day and without any interest
or other payment in respect of the delay. However, if the next business day is
in the next calendar year, payment of distributions will be made on the
preceding business day.

     Distributions on the preferred securities:

     (1) will be cumulative;

     (2) will accrue from              ; and

     (3) except as otherwise described below, will be payable quarterly in
arrears on              ,              ,              and              of each
year, commencing              .


     As long as FleetBoston is not in default in the payment of interest on the
junior subordinated debentures, FleetBoston may defer payments of interest on
the junior subordinated debentures by extending the interest payment period from
time to time on the junior subordinated debentures, an "EXTENSION PERIOD." If
FleetBoston exercises this extension option, quarterly distributions on the
preferred securities would also be deferred during any such extension period.
Because interest would continue to accrue on the junior subordinated debentures,
any deferred distributions would also continue to accrue with interest at an
annual rate equal to              % percent per annum compounded quarterly. This
right to extend the interest payment period for the junior subordinated
debentures is limited to a period not exceeding 20 consecutive quarters, and may
not extend beyond              , the "STATED MATURITY" of the junior
subordinated debentures. Upon the termination of any extension period and the
payment of all amounts then due, FleetBoston may select a new extension period,
subject to the above requirements. See "Description of the Junior Subordinated
Debentures -- Interest" and " -- Option to Extend Interest Payment Period."


                                      S-15
<PAGE>   106


     If FleetBoston exercises this deferral right, then during any extension
period:



     (1) FleetBoston shall not declare or pay any dividend on, make any
         distributions with respect to, or redeem, purchase, acquire, or make a
         liquidation payment relating to, any of its capital stock other than:



          - repurchases, redemptions or other acquisitions of shares of capital
            stock of FleetBoston in connection with any employee benefit plans
            or any other contractual obligation of FleetBoston, other than a
            contractual obligation ranking equally with or junior to the junior
            subordinated debentures;



          - as a result of an exchange or conversion of any class or series of
            FleetBoston's capital stock for any other class or series of
            FleetBoston's capital stock; or


          - the purchase of fractional interests in shares of Fleet's capital
            stock pursuant to the conversion or exchange provisions of such
            Fleet capital stock or the security being converted or exchanged;


     (2) FleetBoston shall not make any payment of interest, principal or
         premium, if any, on or repay, repurchase or redeem any debt securities
         issued by FleetBoston which rank equally with or junior to the junior
         subordinated debentures; and



     (3) FleetBoston shall not make any guarantee payments with respect to the
         foregoing, other than pursuant to the guarantee.


     If distributions are deferred, the deferred distributions and accrued but
unpaid interest shall be paid to holders of the preferred securities as they
appear on the books and records of Fleet Capital on the record date next
following the termination of such extension period.


     Distributions on the preferred securities must be paid on the dates payable
to the extent that Fleet Capital has funds available for the payment of those
distributions. Fleet Capital's funds available for distribution to the holders
of the preferred securities will be limited to payments received from
FleetBoston on the junior subordinated debentures. See "Description of the
Junior Subordinated Debentures." The payment of distributions out of moneys held
by Fleet Capital is guaranteed by FleetBoston to the extent set forth under
"Description of the Preferred Securities Guarantees" beginning on page 20 in the
accompanying prospectus.


PAYMENT AND RECORD DATES

     Distributions will be payable to the holders of the preferred securities as
they appear on the books and records of Fleet Capital on the relevant record
dates. As long as the preferred securities are in book-entry form, the record
date will be one business day prior to the relevant payment date. A "BUSINESS
DAY" is any day other than Saturday, Sunday or any other day on which banking
institutions in New York City (in the State of New York) are permitted or
required by any applicable law to close. If the preferred securities are not in
book-entry form, the record date will be the 15th day of the month in which the
relevant payment date occurs. The record dates and payment dates for the
preferred securities are the same as the record dates and payment dates for the
junior subordinated debentures.


     If Fleet Capital does not pay a distribution because FleetBoston fails to
make the corresponding interest payment on the junior subordinated debentures,
that defaulted distribution will be payable to the person in whose name the
preferred security is registered on the special record date established by the
regular trustees, which record date shall correspond to the special record date
or other specified date determined in accordance with the indenture. This means
that the defaulted distribution will not be paid to the person in whose name
such preferred security is registered on the original record date. However,
distributions shall not be


                                      S-16
<PAGE>   107


considered payable on any distribution payment date falling within an extension
period unless FleetBoston has elected to make a full or partial payment of
interest accrued on the junior subordinated debentures on such distribution
payment date.


     Distributions on the preferred securities will be paid through the
institutional trustee, who will hold amounts received on the junior subordinated
debentures for the benefit of the holders of the trust securities. Subject to
any applicable laws and regulations and the provisions of the declaration, each
payment of distributions will be made as described under "Book-Entry Only
Issuance--The Depository Trust Company" below.

     If any date on which distributions are to be made on the preferred
securities is not a business day, then payment will be made on the next
succeeding day which is a business day and without any interest or other payment
in respect of the delay. However, if the next business day is in the next
calendar year, payment of distributions will be made on the preceding business
day.

REDEMPTION


     The stated maturity of the junior subordinated debentures is              .
The junior subordinated debentures will be redeemable prior to the stated
maturity at the option of FleetBoston at a redemption price equal to 100% of the
principal amount, plus accrued interest to the date of redemption:


     (1) in whole or in part, from time to time, on or after              ; or


     (2) at any time prior to              , in whole but not in part, upon the
         occurrence and continuation of a special event as defined under
         "Description of the Junior Subordinated Debentures--Optional
         Redemption" on page S-28.



     The proceeds from any repayment or redemption of the junior subordinated
debentures will simultaneously be used to redeem trust securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
junior subordinated debentures so repaid or redeemed, the "REDEMPTION PRICE."
Holders of trust securities must be given not less than 30 nor more than 60
days' notice of any early redemption. See "Description of the Junior
Subordinated Debentures--Optional Prepayment." In the event that fewer than all
of the outstanding preferred securities are to be redeemed, the preferred
securities will be redeemed pro rata as described under "Book-Entry Only
Issuance--The Depository Trust Company" beginning on page S-22. Any early
redemption may require prior approval of the Federal Reserve Board if approval
is then required under applicable law, rules, guidelines or policies.


REDEMPTION PROCEDURES

     Fleet Capital may not redeem fewer than all of the outstanding preferred
securities unless all accrued and unpaid distributions have been paid on all
preferred securities for all quarterly distribution periods terminating on or
prior to the date of redemption.


     If Fleet Capital gives a notice of redemption of the preferred securities
and FleetBoston has paid to Fleet Capital a sufficient amount of cash in
connection with the related redemption or maturity of the junior subordinated
debentures, then immediately prior to the close of business on the redemption
date:


     (1) distributions will cease to accrue on the preferred securities called
         for redemption;

     (2) the preferred securities called for redemption shall no longer be
         deemed to be outstanding; and

     (3) all rights of holders of the preferred securities called for redemption
         will cease, except the right of the holders of those preferred
         securities to receive the redemption price, but without interest.

                                      S-17
<PAGE>   108

     Any notice of redemption will be irrevocable. If any date fixed for
redemption of preferred securities is not a business day, then the redemption
date will be postponed to the next succeeding day that is a business day.


     If FleetBoston fails to repay junior subordinated debentures on maturity or
on the date fixed for a redemption or if payment of the redemption price is
improperly withheld or refused and not paid by Fleet Capital or by FleetBoston
under its guarantee, distributions on those preferred securities will continue
to accrue to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
redemption price.


     Fleet Capital shall not be required to:

     (1) issue, or register the transfer or exchange of, any trust securities
         during a period beginning at the opening of business 15 days before the
         mailing of a notice of redemption of trust securities and ending at the
         close of business on the day of the mailing of the relevant notice of
         redemption; and

     (2) register the transfer or exchange of any trust securities so selected
         for redemption, in whole or in part, except the unredeemed portion of
         any trust securities being redeemed in part.


     Subject to the foregoing and applicable law, including, without limitation,
United States federal securities laws and the regulations of the Federal Reserve
Board, FleetBoston or its subsidiaries may at any time, and from time to time,
purchase outstanding preferred securities by tender, in the open market or by
private agreement.


DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBENTURES


     FleetBoston will have the right at any time to liquidate Fleet Capital and
cause the junior subordinated debentures to be distributed to the holders of the
trust securities. This may require the prior approval of the Federal Reserve
Board if approval is then required under applicable law, rules, guidelines or
policies. If the junior subordinated debentures are distributed to the holders
of the preferred securities, FleetBoston will use its best efforts to cause the
junior subordinated debentures to be listed on any exchange as the preferred
securities are then listed.


     On the date for any distribution of junior subordinated debentures upon
dissolution of Fleet Capital:

     (1) the trust securities will no longer deemed to be outstanding;


     (2) DTC, as defined herein under "Bank-Entry Only Issuance -- The
         Depository Trust Company" on page S-22, or its nominee, as the record
         holder of the trust securities, will receive a registered global
         certificate or certificates representing the junior subordinated
         debentures to be delivered upon such distribution; and



     (3) any certificates representing trust securities not held by the
         depositary or its nominee until such certificates are presented to
         FleetBoston or its agent for transfer or reissuance will be deemed to
         represent junior subordinated debentures having:


          - an aggregate principal amount equal to the aggregate stated
            liquidation amount of the trust securities;

          - an interest rate identical to the distribution rate of the trust
            securities; and

          - accrued and unpaid interest equal to accrued and unpaid
            distributions on, the trust securities.


     FleetBoston and Fleet Capital cannot assure you as to the market prices for
either the preferred securities or the junior subordinated debentures that may
be distributed in exchange for the preferred securities if Fleet Capital were to
dissolve and liquidate. Accordingly, the


                                      S-18
<PAGE>   109

preferred securities or the junior subordinated debentures may trade at a
discount to the price paid to purchase the preferred securities offered by this
prospectus supplement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

     If Fleet Capital liquidates, dissolves, winds-up or terminates, each a
"LIQUIDATION," holders of the preferred securities will be entitled to receive
out of the assets of Fleet Capital, after satisfaction of liabilities to
creditors, distributions in an amount equal to the aggregate of the stated
liquidation amount of $     per preferred security plus accrued and unpaid
distributions to the date of payment, the "LIQUIDATION DISTRIBUTION." These
distributions will not be paid if, in connection with a liquidation, junior
subordinated debentures with terms that match the preferred securities have been
distributed on a pro rata basis to the holders of the preferred securities.

     If, upon any liquidation, the liquidation distribution can be paid only in
part because Fleet Capital does not have sufficient assets to pay in full the
entire liquidation distribution, then the amounts payable directly by Fleet
Capital on the preferred securities shall be paid on a pro rata basis.

     The holders of the common securities will be entitled to receive
distributions upon any liquidation pro rata with the holders of the preferred
securities. However, if a declaration event of default has occurred and is
continuing, the preferred securities shall have a preference over the common
securities with regard to such distributions.

     Pursuant to the declaration, Fleet Capital shall terminate:

     (1) on              , the expiration of the term of Fleet Capital;


     (2) upon the bankruptcy of FleetBoston or Fleet Capital;



     (3) upon the filing of a certificate of dissolution or its equivalent with
         respect to FleetBoston;


     (4) the filing of a certificate of cancellation for Fleet Capital after
         obtaining the consent of the holders of at least a majority in
         liquidation amount of the trust securities, voting together as a single
         class to file such certificate of cancellation;


     (5) the revocation of FleetBoston's charter and the expiration of 90 days
         after the date of revocation without the charter being reinstated;


     (6) upon the distribution of junior subordinated debentures to the holders
         of the trust securities;


     (7) upon the entry of a decree of a judicial dissolution of FleetBoston or
         Fleet Capital; or


     (8) upon the redemption of all the trust securities.

DECLARATION EVENTS OF DEFAULT

     An "INDENTURE EVENT OF DEFAULT" is an event of default under the indenture
and also constitutes a "DECLARATION EVENT OF DEFAULT," which is an event of
default under the declaration relating to the trust securities. See "Description
of the Junior Subordinated Debentures -- Events of Default, Waiver and Notice"
in the accompanying prospectus on page   for a description of indenture events
of default.

     Under the declaration, the holder of the common securities will be deemed
to have waived any declaration event of default relating to the common
securities until all declaration events of default relating to the preferred
securities have been cured, waived or otherwise eliminated. Until all
declaration events of default relating to the preferred securities have been
cured, waived or otherwise eliminated, the institutional trustee will be acting
solely on behalf of the holders of the preferred securities. Only the holders of
the preferred securities will have the right to direct the institutional trustee
with respect to certain matters under the declaration, and therefore the
indenture. If a declaration event of default relating to the

                                      S-19
<PAGE>   110

preferred securities is waived by the holders of the preferred securities, the
holders of the common securities have agreed that such waiver also constitutes a
waiver of such declaration event of default relating to the common securities
for all purposes under the declaration without any further act, vote or consent
of the holders of the common securities.


     If the institutional trustee fails to enforce its rights under the junior
subordinated debentures after a holder of preferred securities has made a
written request, such holder of preferred securities may directly institute a
legal proceeding against FleetBoston to enforce these rights without first suing
the institutional trustee or any other person or entity. If a declaration event
of default has occurred and is continuing and such event is attributable to the
failure of FleetBoston to pay interest or principal on the junior subordinated
debentures on the date such interest or principal is otherwise payable, or in
the case of redemption, the redemption date, then a holder of preferred
securities may also bring a direct action. This means that a holder may directly
sue FleetBoston to enforce payment of the principal or interest on the junior
subordinated debentures having a principal amount equal to the aggregate
liquidation amount of the preferred securities of such holder on or after the
respective due date specified in the junior subordinated debentures. Such holder
need not first (1) direct the institutional trustee to enforce the terms of the
junior subordinated debentures or (2) sue FleetBoston to enforce the
institutional trustee's rights under the junior subordinated debentures.



     In connection with such direct action, FleetBoston will be subrogated to
the rights of such holder of preferred securities under the declaration to the
extent of any payment made by FleetBoston to such holder of preferred securities
in such direct action. This means that FleetBoston will be entitled to payment
of amounts that a holder of preferred securities receives in respect of an
unpaid distribution that resulted in the bringing of a direct action to the
extent that such holder receives or has already received full payment relating
to such unpaid distribution from Fleet Capital. The holders of preferred
securities will not be able to exercise directly any other remedy available to
the holders of the junior subordinated debentures.



     Upon the occurrence of an indenture event of default, the institutional
trustee as the sole holder of the junior subordinated debentures will have the
right under the indenture to declare the principal of and interest on the junior
subordinated debentures to be immediately due and payable. FleetBoston and Fleet
Capital are each required to file annually with the institutional trustee an
officer's certificate as to its compliance with all conditions and covenants
under the declaration.


VOTING RIGHTS


     Except as described in the accompanying prospectus under "Description of
the Preferred Securities -- Voting Rights" beginning on page 19, under the
Delaware Business Trust Act, the Trust Indenture Act and under "Description of
the Preferred Securities Guarantees--Modification of the Preferred Securities
Guarantees; Assignment" on page 23 in the accompanying prospectus, and as
otherwise required by law and the declaration, the holders of the preferred
securities will have no voting rights.


MODIFICATION OF THE DECLARATION

     The declaration may be modified and amended if approved by the regular
trustees, and in certain circumstances, the institutional trustee. However, if
any proposed amendment provides for, or the regular trustees otherwise propose
to effect:

     (1) any action that would adversely affect the powers, preferences or
         special rights of the trust securities, whether by way of amendment to
         the declaration or otherwise; or

     (2) the dissolution, winding-up or termination of Fleet Capital other than
         pursuant to the terms of the declaration,

                                      S-20
<PAGE>   111

then the holders of the trust securities voting together as a single class will
be entitled to vote on such amendment or proposal. Such amendment or proposal
shall not be effective except with the approval of at least a majority in
liquidation amount of the trust securities affected thereby. If however, any
amendment or proposal referred to in clause (1) above would adversely affect
only the preferred securities or the common securities, then only holders of the
affected class will be entitled to vote on such amendment or proposal. Such
amendment or proposal shall not be effective except with the approval of a
majority in liquidation amount of such class of trust securities.

     Despite the foregoing, no amendment or modification may be made to the
declaration if such amendment or modification would:

     (1) cause Fleet Capital to be classified for United States federal income
         taxation purposes as other than a grantor trust;

     (2) reduce or otherwise adversely affect the powers of the institutional
         trustee; or

     (3) cause Fleet Capital to be deemed an "investment company" which is
         required to be registered under the Investment Company Act of 1940, as
         amended (the "1940 Act").

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

     Fleet Capital may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. Fleet Capital may, with the consent of the regular trustees and
without the consent of the holders of the trust securities, the institutional
trustee or the Delaware trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided, that:

     (1) if Fleet Capital is not the survivor, such successor entity either:

          (a) expressly assumes all of the obligations of Fleet Capital under
              the trust securities; or

          (b) substitutes for the trust securities other securities having
              substantially the same terms as the trust securities, so long as
              the successor securities rank the same as the trust securities
              rank regarding distributions and payments upon liquidation,
              redemption and otherwise;


     (2) FleetBoston expressly acknowledges a trustee of such successor entity
         possessing the same powers and duties as the institutional trustee, in
         its capacity as the holder of the junior subordinated debentures;


     (3) the preferred securities or any successor securities are listed, or any
         successor securities will be listed upon notification of issuance, on
         any national securities exchange or with another organization on which
         the preferred securities are then listed or quoted;

     (4) such merger, consolidation, amalgamation or replacement does not cause
         the preferred securities, including any successor securities to be
         downgraded by any nationally recognized statistical rating
         organization;

     (5) such merger, consolidation, amalgamation or replacement does not
         adversely affect the rights, preferences and privileges of the holders
         of the trust securities, including any successor securities, in any
         material respect, other than with respect to any dilution of the
         holders' interest in the new entity;

     (6) such successor entity has a purpose identical to that of Fleet Capital;

     (7) prior to such merger, consolidation, amalgamation or replacement, Fleet
         Capital has received an opinion of a

                                      S-21
<PAGE>   112

         nationally recognized independent counsel to Fleet Capital experienced
         in such matters to the effect that:

          (a) such merger, consolidation, amalgamation or replacement does not
              adversely affect the rights, preferences and privileges of the
              holders of the trust securities, including any successor
              securities, in any material respect, other than with respect to
              any dilution of the holders' interest in the new entity;

          (b) following such merger, consolidation, amalgamation or replacement,
              neither Fleet Capital nor such successor entity will be required
              to register as an investment company under the 1940 Act; and

          (c) following such merger, consolidation, amalgamation or replacement,
              Fleet Capital (or the successor entity) will be treated as a
              grantor trust for United States federal income tax purposes; and


     (8) FleetBoston guarantees the obligations of such successor entity under
         the successor securities at least to the extent provided by the
         guarantee.


     Despite the foregoing, Fleet Capital shall not, except with the consent of
holders of 100% in liquidation amount of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
such consolidation, amalgamation, merger or replacement would cause Fleet
Capital or the successor entity to be classified as other than a grantor trust
for United States federal income tax purposes.

BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY

     The preferred securities will be book-entry securities. Upon issuance, all
book-entry securities will be represented by one or more fully registered global
preferred securities, without distribution coupons. Each global preferred
security will be deposited with, or on behalf of, The Depository Trust Company,
"DTC," a securities depository, and will be registered in the name of DTC or a
nominee of DTC. DTC will thus be the only registered holder of the preferred
securities and will be considered the sole owner of the preferred securities for
purposes of the declaration.

     Purchasers of preferred securities may only hold interests in the global
notes through DTC if they are a participant in the DTC system. Purchasers may
also hold interests through a securities intermediary -- banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
has an account with DTC or its nominee. DTC will maintain accounts showing the
preferred security holdings of its participants, and these participants will in
turn maintain accounts showing the preferred security holdings of their
customers. Some of these customers may themselves be securities intermediaries
holding preferred securities for their customers. Thus, each beneficial owner of
a book-entry preferred security will hold that preferred security indirectly
through a hierarchy of intermediaries, with DTC at the "top" and the beneficial
owner's own securities intermediary at the "bottom."

     The preferred securities of each beneficial owner of a book-entry security
will be evidenced solely by entries on the books of the beneficial owner's
securities intermediary. The actual purchaser of the preferred securities will
generally not be entitled to have the preferred securities represented by the
global securities registered in its name and will not be considered the owner
under the declaration. In most cases, a beneficial owner will also not be able
to obtain a paper certificate evidencing the holder's ownership of preferred
securities. The book-entry system for holding preferred securities eliminates
the need for physical movement of certificates and is the system through which
most publicly traded common stock is held in the United States. However, the
laws of some

                                      S-22
<PAGE>   113

jurisdictions require some purchasers of securities to take physical delivery of
their securities in definitive form. These laws may impair the ability to
transfer book-entry securities.

     A beneficial owner of book-entry securities represented by a global
preferred security may exchange the securities for definitive (paper) preferred
securities only if:


     (1) DTC is unwilling or unable to continue as depositary for such global
         preferred security and FleetBoston is unable to find a qualified
         replacement for DTC within 90 days;


     (2) at any time DTC ceases to be a clearing agency registered under the
         Securities Exchange Act of 1934; or


     (3) FleetBoston in its sole discretion decides to allow some or all book-
         entry securities to be exchangeable for definitive preferred securities
         in registered form.


     Any global preferred security that is exchangeable will be exchangeable in
whole for definitive notes in registered form, with the same terms and of an
equal           aggregate principal amount, in denominations of $          and
whole multiples of $     . Definitive preferred securities will be registered in
the name or names of the person or persons specified by DTC in a written
instruction to the registrar of the securities. DTC may base its written
instruction upon directions it receives from its participants.

     In this prospectus supplement and accompanying prospectus, for book-entry
preferred securities, references to actions taken by preferred security holders
will mean actions taken by DTC upon instructions from its participants, and
references to payments and notices of redemption to preferred security holders
will mean payments and notices of redemption to DTC as the registered holder of
the preferred securities for distribution to participants in accordance with
DTC's procedures.


     DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under section 17A of the Securities
Exchange Act of 1934. The rules applicable to DTC and its participants are on
file with the SEC.



     DTC has advised us that DTC's management is aware that some computer
applications, systems, and the like for processing dates that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems." DTC has informed its participants and other
members of the financial community that it has developed and is implementing a
program so that its systems, as they relate to the timely payment of
distributions to securityholders, book-entry deliveries, and settlement of
trades within DTC, continue to function appropriately. This program includes a
technical assessment, a remediation plan and a testing plan, each of which is
complete.



     However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility services providers,
among others. DTC has informed its participants and other members of the
financial community that it has contacted third party vendors from whom DTC
acquires services to: (1) impress upon them the importance of those services
being Year 2000 compliant, and (2) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of continually developing and updating such
contingency plans as it deems appropriate.



     According to DTC, the foregoing information with respect to DTC has been
provided for informational purposes only and is not intended


                                      S-23
<PAGE>   114


to serve as a representation, warranty, or contract modification of any kind.



     FleetBoston and the trustees will not have any responsibility or liability
for any aspect of the records relating to, or payments made on account of,
beneficial ownership interest in the book-entry securities or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests.



     DTC may discontinue providing its services as securities depositary with
respect to the preferred securities at any time by giving reasonable notice to
Fleet Capital. Under such circumstances, in the event that a successor
securities depositary is not obtained, preferred securities certificates are
required to be printed and delivered. Additionally, the regular trustees, with
the consent of FleetBoston, may decide to discontinue use of the system of
book-entry transfers through DTC or any successor depositary with respect to the
preferred securities. In that event, certificates for the preferred securities
will be printed and delivered.



     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that FleetBoston and Fleet Capital believe to be
reliable, but neither FleetBoston nor Fleet Capital takes responsibility for the
accuracy thereof.


PAYMENT


     Payments on the preferred securities represented by the global certificates
shall be made to DTC, which shall credit the relevant accounts at DTC on the
applicable distribution dates. In the case of certificated securities, payments
shall be made by check mailed to the address of the holder as such address shall
appear on the records of FleetBoston's registrar and transfer agent.


REGISTRAR, TRANSFER AGENT AND PAYING AGENT

     In the event that the preferred securities do not remain in book-entry only
form, the following provisions will apply:

          (1) the institutional trustee will act as paying agent and may
     designate an additional or substitute paying agent at any time;


          (2) registration of transfers of preferred securities will be effected
     without charge by or on behalf of Fleet Capital, but upon payment, with the
     giving of such indemnity as Fleet Capital or FleetBoston may require, in
     respect of any tax or other government charges that may be imposed in
     relation to it; and


          (3) Fleet Capital will not be required to register or cause to be
     registered the transfer of preferred securities after such preferred
     securities have been called for redemption.

INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE


     Prior to the occurrence of a default with respect to the trust securities
and after the curing of any defaults that may have occurred, the institutional
trustee undertakes to perform only such duties as are specifically set forth in
the declaration. After such a default, the institutional trustee will exercise
the same degree of care as a prudent individual would exercise in the conduct of
his or her own affairs. The institutional trustee is under no obligation to
exercise any of the powers vested in it by the declaration at the request of any
holder of preferred securities, unless offered indemnity satisfactory to it by
such holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of preferred securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the institutional trustee to take any action following a declaration event of
default. The institutional trustee also serves as trustee under the guarantee
and the indenture. FleetBoston and certain of its subsidiaries conduct certain
banking transactions with the institutional trustee in the ordinary course of
their business.


                                      S-24
<PAGE>   115

GOVERNING LAW

     The declaration and the preferred securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS


     The regular trustees are authorized and directed to operate Fleet Capital
in such a way so that Fleet Capital will not be required to register as an
"investment company" under the 1940 Act or characterized as other than a grantor
trust for United States federal income tax purposes. FleetBoston is authorized
and directed to conduct its affairs so that the junior subordinated debentures
will be treated as indebtedness of FleetBoston for United States federal income
tax purposes. In this connection, FleetBoston and the regular trustees are
authorized to take any action, not inconsistent with applicable law, the
certificate of trust of Fleet Capital or the articles of incorporation of
FleetBoston, that each of FleetBoston and the regular trustees determine in
their discretion to be necessary or desirable to achieve such end, as long as
such action does not adversely affect the interests of the holders of the
preferred securities or vary the terms thereof.


     Holders of the preferred securities have no preemptive rights.

                          DESCRIPTION OF THE GUARANTEE


     FleetBoston will agree, to the extent set forth in the guarantee, to pay in
full to the holders of the preferred securities, the guarantee payments, as
defined in the accompanying prospectus, except to the extent paid by Fleet
Capital, as and when due, regardless of any defense, right of setoff or
counterclaim which Fleet Capital may have or assert. FleetBoston's obligation to
make a payment under the guarantee may be satisfied by direct payment of the
required amounts by FleetBoston to the holders of preferred securities or by
causing Fleet Capital to pay such amounts to such holders.



     The guarantee, when taken together with FleetBoston's obligations under the
junior subordinated debentures and the indenture and its obligations under the
declaration, including its obligations to pay costs, expenses, debts and
liabilities of Fleet Capital, other than with respect to the trust securities,
provides a full and unconditional guarantee on a subordinated basis by
FleetBoston of payments due on the preferred securities.



     The guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as guarantee trustee. The terms of the
guarantee will be those set forth in such guarantee and those made part of such
guarantee by the Trust Indenture Act. The guarantee will be held by the
Guarantee Trustee for the benefit of the holders of the preferred securities. A
summary description of the guarantee appears beginning on page 21 in the
accompanying prospectus under the caption "Description of the Preferred
Securities Guarantees."


               DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES


     Set forth below is a description of the specific terms of the junior
subordinated debentures in which Fleet Capital will invest the proceeds from the
issuance and sale of the trust securities. This description supplements the
description of the general terms and provisions of the junior subordinated
debentures set forth on page 13 in the accompanying prospectus under the caption
"Description of the Junior Subordinated Debentures." While the following
description is not intended to be complete and is qualified by the indenture,
dated as of                , between FleetBoston and The Bank of New York as
trustee, the "DEBT TRUSTEE", as supplemented by a           supplemental
indenture, dated as of


                                      S-25
<PAGE>   116

       , as so supplemented, the "INDENTURE," all material terms of the junior
subordinated debentures are set forth in this prospectus supplement and in the
accompanying prospectus. The forms of the base and supplemental indentures are
filed as exhibits to the registration statement which contains this prospectus
supplement and the accompanying prospectus.

GENERAL


     The junior subordinated debentures will be issued as unsecured debt of
FleetBoston under the indenture. The junior subordinated debentures will be
limited in aggregate principal amount to $       . This amount is the sum of the
aggregate stated liquidation value of the trust securities.



     The junior subordinated debentures are not subject to any sinking fund
provision. The entire principal amount of the junior subordinated debentures
will mature and become due and payable, together with any accrued and unpaid
interest thereon, including compound interest, as defined on page S-29 under
"Option to Extend Interest Payment Period" and additional interest, as defined
on page S-30 under "Additional Interest", if any, on              ,
             .



     If junior subordinated debentures are distributed to holders of preferred
securities in liquidation of such holders' interests in Fleet Capital, such
junior subordinated debentures will initially be issued as a global security. As
described in this prospectus supplement, under limited circumstances junior
subordinated debentures may be issued in certificated form in exchange for a
global security. See "Book-Entry and Settlement" below. If junior subordinated
debentures are issued in certificated form, such junior subordinated debentures
will be in denominations of $     and integral multiples thereof and may be
transferred or exchanged at the offices described below. Payments on junior
subordinated debentures issued as a global security will be made to DTC, to a
successor depositary or, in the event that no depositary is used, to a paying
agent for the junior subordinated debentures. In the event junior subordinated
debentures are issued in certificated form, principal and interest will be
payable, the transfer of the junior subordinated debentures will be registrable
and junior subordinated debentures will be exchangeable for junior subordinated
debentures of other denominations of a like aggregate principal amount, at the
corporate trust office of the institutional trustee in New York, New York.
Payment of interest may be made at the option of FleetBoston by check mailed to
the address of the holder entitled thereto or by wire transfer to an account
appropriately designated by the holder entitled thereto.



     FleetBoston does not intend to issue and sell the junior subordinated debt
securities to any purchasers other than Fleet Capital.



     There are no covenants or provisions in the indenture that would afford the
holders of the junior subordinated debentures protection in the event of a
highly leveraged transaction or other similar transaction involving FleetBoston
that may adversely affect such holders.


SUBORDINATION


     The indenture provides that the junior subordinated debentures are
subordinated and junior in right of payment to all present and future senior
indebtedness and other financial obligations of FleetBoston (each as defined
below) and rank equal with and are equivalent to creditor obligations of those
holding general unsecured claims not entitled to statutory priority under the
United States Bankruptcy Code or otherwise. This means that no payment may be
made of principal, including redemption payments, premium, if any, or interest
on the junior subordinated debentures if:


     (1) there is a default in the payment of the principal of, premium, if any,
         interest on or otherwise in respect of any senior indebtedness or other
         financial obligations, whether at maturity or at a date fixed for
         prepayment or by declaration or otherwise; or

                                      S-26
<PAGE>   117

     (2) any event of default with respect to any senior indebtedness or other
         financial obligations has occurred and is continuing, or would occur as
         a result of such payment on the junior subordinated debentures, if the
         event of default would permit the holders of such senior indebtedness
         or other financial obligations, or a trustee on behalf of those
         holders, to accelerate the maturity of the senior indebtedness or other
         financial obligations.


     Upon any distribution of assets of FleetBoston to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all of the principal of, and interest on, all senior indebtedness and other
financial obligations of FleetBoston must be paid in full before the holders of
the junior subordinated debentures are entitled to receive or retain any
payment.



     The term "SENIOR INDEBTEDNESS" means, with respect to FleetBoston:


     (1) the principal, premium, if any, and interest in respect of:


          (a) indebtedness of FleetBoston for money borrowed; and



          (b) indebtedness evidenced by securities, debentures, bonds or other
              similar instruments issued by FleetBoston;



     (2) all capital lease obligations of FleetBoston;



     (3) all obligations of FleetBoston issued or assumed as the deferred
         purchased price of property, all conditional sale obligations of
         FleetBoston and all obligations of FleetBoston under any title
         retention agreement (but excluding trade accounts payable arising in
         the ordinary course of business);



     (4) all obligations of FleetBoston for the reimbursement of any letter of
         credit, banker's acceptance, security purchase facility or similar
         credit transaction;



     (5) all obligations of the type referred to in clauses (1) through (4)
         above of other persons for the payment of which FleetBoston is
         responsible or liable as obligor, guarantor or otherwise; and



     (6) all obligations of the type referred to in clauses (1) through (5)
         above of other persons secured by any lien on any property or asset of
         FleetBoston, whether or not such obligation is assumed by FleetBoston,
         except that senior indebtedness shall not include:


          (a) any such indebtedness that is by its terms subordinated to or
              ranks equally with the junior subordinated debentures; and


          (b) any indebtedness between and among FleetBoston or its affiliates,
              including all other debt securities and guarantees in respect to
              those debt securities, issued to:


               - any other Fleet capital trust or a trustee of such Fleet
                 capital trust; and


               - any other trust, or a trustee of such trust, partnership or
                 other entity affiliated with FleetBoston that is a financing
                 vehicle of FleetBoston in connection with the issuance by such
                 financing vehicle of preferred securities or other securities
                 that rank equal with, or junior to, the preferred securities.



     The term "OTHER FINANCIAL OBLIGATIONS" means all obligations of FleetBoston
to make payment pursuant to the terms of financial instruments, such as:


     (1) securities contracts and foreign currency exchange contracts;

                                      S-27
<PAGE>   118

     (2) derivative instruments, such as swap agreements (including interest
         rate and foreign exchange rate swap agreements), cap agreements, floor
         agreements, collar agreements, interest rate agreements, foreign
         exchange rate agreements, options, commodity futures contracts,
         commodity option contracts; and

     (3) in the case of both (1) and (2) above, similar financial instruments,
         other than:

          (a) obligations on account of senior indebtedness; and

          (b) obligations on account of indebtedness for money borrowed ranking
              equally with or subordinate to the junior subordinated debentures.


     Upon satisfaction of all claims of all senior indebtedness and other
financial obligations, the rights of the holders of the junior subordinated
debentures will be subrogated to the rights of the holders of senior
indebtedness and other financial obligations of FleetBoston to receive payments
or distributions applicable to senior indebtedness and other financial
obligations until all amounts owing on the junior subordinated debentures are
paid in full. Such senior indebtedness and other financial obligations shall
continue to be senior indebtedness and other financial obligations and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such senior indebtedness or
other financial obligations.



     The indenture does not limit the aggregate amount of senior indebtedness or
other financial obligations that may be issued or entered into by FleetBoston.
As of             ,      , restated to give effect to the BankBoston merger,
senior indebtedness and other financial obligations of FleetBoston aggregated
approximately $   billion (holding company only). In addition, because
FleetBoston is a holding company, the junior subordinated debentures are
effectively subordinated to all existing and future liabilities of FleetBoston's
subsidiaries, including depositors.


OPTIONAL REDEMPTION


     FleetBoston shall have the right to redeem the junior subordinated
debentures prior to their stated maturity:


     (1) in whole or in part, from time to time, on or after                ; or

     (2) at any time prior to                , in whole but not in part, upon
         the occurrence and continuation of a special event, as defined below;

in either case, upon not less than 30 nor more than 60 days' notice. The
redemption price will be equal to 100% of the principal amount to be redeemed,
plus accrued interest to the date of redemption. Such redemption may require
prior approval of the Federal Reserve Board if approval is then required under
applicable law, rules, guidelines or policies.

     A "SPECIAL EVENT" means a tax event or a regulatory capital event, each as
defined below.

     A "TAX EVENT" means that the regular trustees will have received an opinion
of nationally recognized independent tax counsel experienced in such matters to
the effect that, as a result of:

     (1) any amendment to, or change, including any announced prospective
         change, in, the laws or any regulations thereunder of the United States
         or any political subdivision or taxing authority thereof or therein; or

     (2) any official administrative pronouncement or judicial decision
         interpreting or applying such laws or regulations, which amendment or
         change is effective or such pronouncement or decision is announced on
         or after the date of original issuance of the junior subordinated
         debentures,

                                      S-28
<PAGE>   119

there is more than an insubstantial risk that:

     (1) Fleet Capital is, or will be within 90 days of the date of such
         opinion, subject to United States federal income tax with respect to
         income received or accrued on the junior subordinated debentures;


     (2) interest payable by FleetBoston on the junior subordinated debentures
         is not, or within 90 days of the date of such opinion will not be,
         deductible by FleetBoston, in whole or in part, for United States
         federal income tax purposes; or


     (3) Fleet Capital is, or will be within 90 days of the date of such
         opinion, subject to more than a de minimis amount of other taxes,
         duties or other governmental charges.


     A "REGULATORY CAPITAL EVENT" means that FleetBoston shall have received an
opinion of independent bank regulatory counsel experienced in such matters to
the effect that, as a result of:


     (1) any amendment to or change, including any announced prospective change,
         in the laws or any regulations thereunder of the United States or any
         rules, guidelines or policies of the Federal Reserve Board; or

     (2) any official amendment or change is effective or such pronouncement or
         decision is announced on or after the date of original issuance of the
         preferred securities,

there is more than an insubstantial risk that the preferred securities will no
longer constitute, or within 90 days of the date thereof, will not constitute,
Tier 1 capital or its then equivalent for regulatory capital purposes.

INTEREST

     The Junior Subordinated Debentures will bear interest at an annual rate of
     % from the original date of issuance, payable quarterly in arrears on
          ,           ,           and           of each year, commencing
               . Each date on which interest is paid is called an "INTEREST
PAYMENT DATE."

     Interest will be paid to the person in whose name such junior subordinated
debenture is registered on the relevant record date. If the junior subordinated
debentures remain in book-entry form, the record dates for the junior
subordinated debentures will be one business day prior to the relevant interest
payment date. If the junior subordinated debentures are not in book-entry form,
the record dates for the junior subordinated debentures will be the 15th day of
the month in which the relevant interest payment date occurs.

     The period beginning on and including                and ending on but
excluding the first interest payment date and each successive period beginning
on and including an interest payment date and ending on but excluding the next
succeeding interest payment date is herein called an "INTEREST PERIOD."

     The amount of interest payable for any interest period will be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period will be computed on
the basis of the actual number of days elapsed per 30-day month. If any interest
payment date is not a business day, then such interest payment will be made on
the next succeeding day that is a business day and without any interest or other
payment in respect of the delay. However, if the next business day is in the
next calendar year, payment of interest will be made on the preceding business
day.

OPTION TO EXTEND INTEREST PAYMENT PERIOD


     FleetBoston can defer interest payments by extending the interest payment
period for a period not exceeding 20 consecutive quarterly periods. However, no
extension period may extend beyond the maturity of the junior subordinated
debentures. At the end of such extension period, FleetBoston shall pay all
interest then accrued and unpaid, including any


                                      S-29
<PAGE>   120

additional interest as described under "Additional Interest" below, together
with interest thereon compounded at the rate specified for the junior
subordinated debentures to the extent permitted by applicable law, "COMPOUND
INTEREST."

     During any such extension period:


     (1) FleetBoston shall not declare or pay any dividend on, make any
         distribution relating to, or redeem, purchase, acquire or make a
         liquidation payment relating to any of its capital stock, other than:



          (a) purchases or acquisitions of shares of FleetBoston common stock in
              connection with any employee benefit plans or any other
              contractual obligation of FleetBoston, other than a contractual
              obligation ranking pari passu with or junior to the junior
              subordinated debentures;



          (b) as a result of the exchange or conversion of one class or series
              of FleetBoston's capital stock for another class or series of
              FleetBoston capital stock; or


          (c) the purchase of fractional interests in shares of Fleet's capital
              stock pursuant to the conversion or exchange provisions of such
              Fleet capital stock or the security being converted or exchanged;


     (2) FleetBoston shall not make any payment of interest, principal or
         premium, if any, on or repay, repurchase or redeem any debt securities
         issued by FleetBoston that rank equally with or junior to the junior
         subordinated debentures; and



     (3) FleetBoston shall not make any guarantee payments with respect to the
         foregoing, other than pursuant to the guarantee.



     Prior to the termination of any such extension period, FleetBoston may
further defer payments of interest by extending such extension period. However,
such extension period, including all such previous and further extensions, may
not exceed 20 consecutive quarters. No extension period, however, may extend
beyond the stated maturity of the junior subordinated debentures. Upon the
termination of any extension period and the payment of all amounts then due,
FleetBoston may commence a new extension period, subject to the terms set forth
in this section. No interest during an extension period, except at the end
thereof, shall be due and payable.



     FleetBoston has no present intention of exercising its right to defer
payments of interest by extending the interest payment period on the junior
subordinated debentures. If the institutional trustee is the sole holder of the
junior subordinated debentures, FleetBoston shall give the regular trustees, the
institutional trustee and the debt trustee notice of its selection of such
extension period one business day prior to the earlier of:


     (1) the date distributions on the preferred securities are payable; or

     (2) if the junior subordinated debentures are then listed, the date the
         regular trustees are required to give notice to the NYSE or any other
         applicable self-regulatory organization or to holders of the preferred
         securities of the record date or the date such distribution is payable.


     The institutional trustee shall give notice of FleetBoston's selection of
such extension period to the holders of the preferred securities. If the
institutional trustee is not the sole holder of the junior subordinated
debentures, FleetBoston shall give the holders of the junior subordinated
debentures notice of its selection of such extension period at least ten
business days prior to the earlier of:


     (1) the interest payment date; or

                                      S-30
<PAGE>   121

     (2) if the junior subordinated debentures are then listed, the date upon
         which Fleet is required to give notice to any applicable
         self-regulatory organization or to holders of the junior subordinated
         debentures of the record or payment date of such related interest
         payment.

ADDITIONAL INTEREST


     If, at any time Fleet Capital or the institutional trustee shall be
required to pay any taxes, duties, assessments or governmental charges of
whatever nature, other than withholding taxes, imposed by the United States, or
any other taxing authority, then FleetBoston will be required to pay additional
interest on the junior subordinated debentures. "ADDITIONAL INTEREST" will be an
amount sufficient so that the net amounts received and retained by Fleet Capital
and by the institutional trustee after paying any such taxes, duties,
assessments or other governmental charges will be equal to the amounts Fleet
Capital and the institutional trustee would have received had no such taxes,
duties, assessments or other governmental charges been imposed. This means that
Fleet Capital will be in the same position it would have been if it did not have
to pay such taxes, duties, assessments or other charges.


INDENTURE EVENTS OF DEFAULT

     The indenture events of default are described on page 15 of the
accompanying prospectus under "Description of the Junior Subordinated
Debentures--Events of Default, Waiver and Notice."


     If any indenture event of default shall occur and be continuing, the
institutional trustee, as the holder of the junior subordinated debentures, will
have the right to declare the principal of and the interest on the junior
subordinated debentures, including any compound interest and additional
interest, if any, and any other amounts payable under the indenture to be
immediately due and payable. The institutional trustee may also enforce its
other rights as a creditor relating to the junior subordinated debentures. An
indenture event of default also constitutes a declaration event of default. The
holders of preferred securities in certain circumstances have the right to
direct the institutional trustee to exercise its rights as the holder of the
junior subordinated debentures. See "Description of the Preferred
Securities--Declaration Events of Default" beginning on page S-19 and "--Voting
Rights" beginning on page 19 of the accompanying prospectus.



     If the institutional trustee fails to enforce its rights under the junior
subordinated debentures after a holder of the preferred securities has made a
written request, such holder of the preferred securities may institute a legal
proceeding directly against FleetBoston to enforce the institutional trustee's
rights under the junior subordinated debentures without first instituting any
legal proceeding against the institutional trustee or any other person or
entity.



     Despite the foregoing, if a declaration event of default has occurred and
is continuing and such event is attributable to the failure of FleetBoston to
pay interest or principal on the junior subordinated debentures when such
interest or principal is otherwise payable, FleetBoston acknowledges that, in
such event, a holder of preferred securities may sue for payment on or after the
respective due date specified in the junior subordinated debentures. Despite any
payments made to such holder of preferred securities by FleetBoston in
connection with a direct action, FleetBoston shall remain obligated to pay the
principal of or interest on the junior subordinated debentures held by Fleet
Capital or the institutional trustee. FleetBoston shall be subrogated to the
rights of the holder of such preferred securities relating to payments on the
preferred securities to the extent of any payments made by FleetBoston to such
holder in any direct action.


     Except as provided in the preceding paragraph and in the guarantee, the
holders of preferred securities will not be able to exercise directly any other
remedy available to the holders of the junior subordinated debentures.

                                      S-31
<PAGE>   122

BOOK-ENTRY AND SETTLEMENT

     If distributed to holders of preferred securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of Fleet
Capital, the junior subordinated debentures will be issued in the form of one or
more global certificates, each a "GLOBAL SECURITY," registered in the name of
the depositary. Except under the limited circumstances described below, junior
subordinated debentures represented by the global security will not be
exchangeable for, and will not otherwise be issuable as, junior subordinated
debentures in definitive form. The global securities described above may not be
transferred except by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or to a successor depositary or its nominee.

     The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in such a global
security.

     Except as provided on page S-31 under "Discontinuance of the Depositary's
Services," owners of beneficial interests in a global security will not be
entitled to receive physical delivery of junior subordinated debentures in
definitive form and will not be considered the holders, as defined in the
indenture, of such global security for any purpose under the indenture. A global
security representing junior subordinated debentures is only exchangeable for
another global security of like denomination and tenor to be registered in the
name of the depositary or its nominee or to a successor depositary or its
nominee. This means that each beneficial owner must rely on the procedures of
the depositary, or if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder under the indenture.

THE DEPOSITARY


     If junior subordinated debentures are distributed to holders of preferred
securities in liquidation of such holders' interests in FleetBoston Capital, DTC
will act as the depositary for the junior subordinated debentures. As of the
date of this prospectus supplement, the description in this prospectus
supplement of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments with respect to the preferred
securities apply in all material respects to any debt obligations represented by
one or more global securities held by DTC. FleetBoston may appoint a successor
to DTC or any successor depositary in the event DTC or such successor depositary
is unable or unwilling to continue as a depositary for the global securities.
For a description of DTC and the specific terms of the depositary arrangements,
see "Description of the Preferred Securities--Book-Entry Only Issuance--The
Depository Trust Company" beginning on page S-22.



     None of FleetBoston, Fleet Capital, the institutional trustee, any paying
agent and any other agent of FleetBoston, or the debt trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global security
for such junior subordinated debentures or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


DISCONTINUANCE OF THE DEPOSITARY'S SERVICES

     A global security shall be exchangeable for junior subordinated debentures
registered in the names of persons other than the depositary or its nominee only
if:


     (1) the depositary notifies FleetBoston that it is unwilling or unable to
         continue as a depositary for such global security and no successor
         depositary shall have been appointed;


     (2) the depositary, at any time, ceases to be a clearing agency registered
         under the Exchange Act at which time the depositary is required to be
         so registered to act as such depositary and no successor depositary
         shall have been appointed;

                                      S-32
<PAGE>   123


     (3) FleetBoston, in its sole discretion, determines that such global
         security shall be so exchangeable; or


     (4) there shall have occurred an indenture event of default with respect to
         such junior subordinated debentures.

     Any global security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for junior subordinated debentures registered in such
names as the depositary shall direct. It is expected that such instructions will
be based upon directions received by the depositary from its participants with
respect to ownership of beneficial interests in such global security.

GOVERNING LAW

     The indenture and the junior subordinated debentures will be governed by,
and construed in accordance with, the internal laws of the State of New York.

MISCELLANEOUS


     The indenture will provide that FleetBoston will pay all fees and expenses
related to;


     (1) the offering of the trust securities and the junior subordinated
         debentures;

     (2) the organization, maintenance and dissolution of Fleet Capital;

     (3) the retention of the regular trustees; and

     (4) the enforcement by the institutional trustee of the rights of the
         holders of the preferred securities.


     FleetBoston will have the right at all times to assign any of its
respective rights or obligations under the indenture to a direct or indirect
wholly-owned subsidiary of FleetBoston. If that occurs, FleetBoston will remain
liable for all of their respective obligations. Subject to the foregoing, the
indenture will be binding upon and inure to the benefit of the parties thereto
and their respective successors and assigns. The indenture provides that it may
not otherwise be assigned by the parties thereto.


                                      S-33
<PAGE>   124

                        EFFECT OF OBLIGATIONS UNDER THE
                JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

     As set forth in the declaration, the sole purpose of Fleet Capital is to
issue the trust securities and to invest the proceeds from such issuance and
sale in the junior subordinated debentures.

     As long as payments of interest and other payments are made when due on the
junior subordinated debentures, such payments will be sufficient to cover
distributions and payments due on the trust securities. This is due to the
following factors:

     (1) the aggregate principal amount of junior subordinated debentures will
         be equal to the sum of the aggregate stated liquidation amount of the
         trust securities;

     (2) the interest rate and the interest and other payment dates on the
         junior subordinated debentures will match the distribution rate and
         distribution and other payment dates for the trust securities;


     (3) FleetBoston shall pay all, and Fleet Capital shall not be obligated to
         pay, directly or indirectly, all costs, expenses, debt, and obligations
         of Fleet Capital, other than with respect to the trust securities; and


     (4) the declaration further provides that the regular trustees may not
         cause or permit Fleet Capital to engage in any activity that is not
         consistent with the purposes of Fleet Capital.


     Payments of distributions, to the extent there are available funds, and
other payments due on the preferred securities, to the extent there are
available funds, are guaranteed by FleetBoston to the extent described under
"Description of the Preferred Securities Guarantees" on page 21 in the
accompanying prospectus. If FleetBoston does not make interest payments on the
junior subordinated debentures, Fleet Capital will not have sufficient funds to
pay distributions on the preferred securities. The guarantee does not apply to
any payment of distributions unless and until Fleet Capital has sufficient funds
for the payment of such distributions. See "Description of the Preferred
Securities Guarantees" on page 21 in the accompanying prospectus.



     The guarantee covers the payment of distributions and other payments on the
preferred securities only if and to the extent that FleetBoston has made a
payment of interest or principal on the junior subordinated debentures. The
guarantee, when taken together with FleetBoston's obligations under the junior
subordinated debentures and the indenture and its obligations under the
declaration will provide a full and unconditional guarantee of amounts payable
on the preferred securities.



     If FleetBoston fails to make interest or other payments on the junior
subordinated debentures when due, taking account of any extension period, the
declaration allows the holders of the preferred securities to direct the
institutional trustee to enforce its rights under the junior subordinated
debentures. If the institutional trustee fails to enforce these rights, any
holder of preferred securities may directly sue FleetBoston to enforce the
institutional trustee's rights without first suing the institutional trustee or
any other person or entity. See "Description of the Preferred
Securities--Book-Entry Only Issuance--The Depository Trust Company" on page S-22
and "--Voting Rights," beginning on page 18 of the accompanying prospectus. A
holder of preferred securities may institute a direct action if a declaration
event of default has occurred and is continuing and such event is attributable
to the failure of FleetBoston to pay interest or principal on the junior
subordinated debentures on the date such interest or principal is otherwise
payable. A direct action may be brought without first (1) directing the
institutional trustee to enforce the terms of the junior subordinated debentures
or (2) suing FleetBoston to enforce the institutional trustee's rights under the
junior subordinated debentures. In connection with such direct action,


                                      S-34
<PAGE>   125


FleetBoston will be subrogated to the rights of such holder of preferred
securities under the declaration to the extent of any payment made by
FleetBoston to such holder of preferred securities in such direct action.
Consequently, FleetBoston will be entitled to payment of amounts that a holder
of preferred securities receives in respect of an unpaid distribution to the
extent that such holder receives or has already received full payment relating
to such unpaid distribution from Fleet Capital.



     FleetBoston acknowledges that the guarantee trustee shall enforce the
guarantee on behalf of the holders of the preferred securities. If FleetBoston
fails to make payments under the guarantee, the guarantee allows the holders of
preferred securities to direct the guarantee trustee to enforce its rights
thereunder. If the guarantee trustee fails to enforce the guarantee, any holder
of preferred securities may directly sue FleetBoston to enforce the guarantee
trustee's rights under the guarantee. Such holder need not first sue Fleet
Capital, the guarantee trustee, or any other person or entity. A holder of
preferred securities may also directly sue FleetBoston to enforce such holder's
right to receive payment under the guarantee. Such holder need not first (1)
direct the guarantee trustees to enforce the terms of the guarantee or (2) sue
Fleet Capital or any other person or entity.



     FleetBoston and Fleet Capital believe that the above mechanisms and
obligations, taken together, are equivalent to a full and unconditional
guarantee by FleetBoston of payments due on the preferred securities. See
"Description of the Preferred Securities Guarantees -- General" in the
accompanying prospectus.


                     UNITED STATES FEDERAL INCOME TAXATION

GENERAL


     In the opinion of Edwards & Angell, LLP, counsel to FleetBoston and Fleet
Capital ("TAX COUNSEL"), the following is a summary of certain of the material
United States federal income tax consequences of the purchase, ownership and
disposition of preferred securities held as capital assets by a holder who
purchases such preferred securities upon initial issuance. It does not deal with
special classes of holders such as banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in
securities or currencies, tax-exempt investors, United States Alien Holders (as
defined below) to the extent that the ownership of such preferred securities are
held in connection with the conduct of a trade or business in the United States
or persons that will hold the preferred securities as a position in a
"straddle," as part of a "synthetic security" or "hedge," as part of a
"conversion transaction" or other integrated investment or as other than a
capital asset. This summary also does not address the tax consequences to
persons that have a functional currency other than the U.S. dollar or the tax
consequences to shareholders, partners or beneficiaries of a holder of preferred
securities. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the preferred securities. This
summary is based on the Internal Revenue Code of 1986, as amended, the "CODE,"
Treasury regulations thereunder, the "REGULATIONS," and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis.


CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

     In connection with the issuance of the junior subordinated debentures, tax
counsel will render its opinion generally to the effect that under then current
law and assuming full compliance with the terms of the indenture and certain
other documents, and based on certain facts and assumptions contained in such
opinion, the junior subordinated debentures will

                                      S-35
<PAGE>   126


be classified for United States federal income tax purposes as indebtedness of
FleetBoston.


CLASSIFICATION OF THE TRUST

     In connection with the issuance of the preferred securities, tax counsel
will render its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the declaration and the indenture and
certain other documents, and based on certain facts and assumptions contained in
such opinion, Fleet Capital will be classified for United States federal income
tax purposes as a grantor trust and not as an association taxable as a
corporation. Accordingly, for United States federal income tax purposes, each
holder of preferred securities generally will be considered the owner of a pro
rata undivided interest in the junior subordinated debentures, and each holder
will be required to include in its gross income any interest, or original issue
discount, "OID," paid or accrued with respect to its allocable share of those
junior subordinated debentures.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT


     Under Regulations promulgated under the OID provisions of the Code, a
"remote" contingency that stated interest will not be timely paid will be
ignored in determining whether a debt instrument is issued with OID. FleetBoston
believes that the likelihood of its exercising its option to defer payments of
interest on the junior subordinated debentures is "remote" since exercising that
option would prevent FleetBoston from, among other things, declaring dividends
on any class of its equity securities. Accordingly, FleetBoston intends to take
the position, based on the advice of tax counsel, that the junior subordinated
debentures will not be considered to be issued with OID and, accordingly, stated
interest on the junior subordinated debentures generally will be taxable to a
holder as ordinary income at the time it is paid or accrued in accordance with
such holder's method of accounting.



     Under the Regulations, if FleetBoston were to exercise its option to defer
payments of interest on the junior subordinated debentures, the junior
subordinated debentures would at that time be treated as reissued with OID, and
all stated interest on the junior subordinated debentures would thereafter be
treated as OID as long as the junior subordinated debentures remain outstanding.
In such event, all of a holder's taxable interest income with respect to the
junior subordinated debentures would thereafter be accounted for on an economic
accrual basis regardless of such holder's method of tax accounting, and actual
cash distributions of stated interest would not be reported as taxable income.
Consequently, a holder of preferred securities would be required to include in
gross income OID even if FleetBoston does not make actual cash payments during
an extension period.


     The Regulations have not yet been addressed in any rulings or other
interpretations by the Internal Revenue Service, and it is possible that the IRS
could take a position contrary to tax counsel's interpretation herein.

     Because income on the preferred securities will constitute interest or OID,
corporate holders of the preferred securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the preferred securities.

RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF FLEET
CAPITAL


     FleetBoston will have the right at any time to liquidate Fleet Capital and
cause the junior subordinated debentures to be distributed to the holders of the
trust securities. Under current law, such a distribution, for United States
federal income tax purposes, would be treated as a nontaxable event to each
holder, and each holder would receive an aggregate tax basis in the junior
subordinated debentures received equal to such holder's aggregate tax basis in
its preferred securities. A holder's holding period in the junior subordinated
debentures so received in liquidation of Fleet Capital would include the period
during which the preferred securities were held by such holder. If, however,
Fleet


                                      S-36
<PAGE>   127

Capital is characterized for United States federal income tax purposes as an
association taxable as a corporation at the time of its dissolution, the
distribution of the junior subordinated debentures may constitute a taxable
event to holders of preferred securities.

     Under certain circumstances described in this prospectus supplement under
"Description of the Preferred Securities," the junior subordinated debentures
may be redeemed for cash and the proceeds of such redemption distributed to
holders in redemption of their preferred securities. Under current law, such a
redemption would, for United States federal income tax purposes, constitute a
taxable disposition of the redeemed preferred securities, and a holder could
recognize gain or loss as if it sold such redeemed capital securities for cash.
See "Sales of Preferred Securities" below.

SALES OF PREFERRED SECURITIES

     A holder that sells preferred securities, including a redemption of the
preferred securities by Fleet Capital, will recognize gain or loss equal to the
difference between its adjusted tax basis in the preferred securities and the
amount realized on the sale of such preferred securities (other than with
respect to accrued and unpaid interest which has not yet been included in
income, which will be treated as ordinary income). A holder's adjusted tax basis
in the preferred securities generally will be its initial purchase price
increased by OID (if any) previously includable in such holder's gross income to
the date of disposition and decreased by payments received on the preferred
securities in respect of OID (if any). Such gain or loss generally will be a
capital gain or loss and generally will be a long-term capital gain or loss if
the preferred securities have been held for more than one year.

     The preferred securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
junior subordinated debentures. A holder who uses the accrual method of
accounting for tax purposes, and a cash method holder, if the junior
subordinated debentures are deemed to have been issued with OID, and who
disposes of his preferred securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
the junior subordinated debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
his adjusted tax basis in his pro rata share of the underlying junior
subordinated debentures deemed disposed of. To the extent the selling price is
less than the holder's adjusted tax basis (which will include all accrued but
unpaid interest) a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.

UNITED STATES ALIEN HOLDERS

     For purposes of this discussion, a "UNITED STATES ALIEN HOLDER" is any
corporation, individual, partnership, estate or trust that is not a U.S. Holder
for United States federal income tax purposes.

     A "U.S. HOLDER" is a beneficial owner of preferred securities who or which
is:

          (1) a citizen or individual resident (or is treated as a citizen or
     individual resident) of the United States for federal income tax purposes;

          (2) a corporation or partnership created or organized in or under the
     laws of the United States or any political subdivision thereof;

          (3) an estate the income of which is includible in its gross income
     for federal income tax purposes without regard to its source; or

          (4) a trust if, and only if, (a) a court within the United States is
     able to exercise primary supervision over the administration of the trust
     and (b) one or more United States persons have the authority to control all
     substantial decisions of the trust.

                                      S-37
<PAGE>   128

     Under present United States federal income tax law:

          (1) payments by Fleet Capital or any of its paying agents to any
     holder of a preferred security who or which is a United States Alien Holder
     generally will not be subject to United States federal withholding tax, so
     long as


               (a) the beneficial owner of the preferred security does not
          actually or constructively own 10 percent or more of the total
          combined voting power of all classes of stock of FleetBoston entitled
          to vote;



               (b) the beneficial owner of the preferred security is not a
          controlled foreign corporation that is related to FleetBoston through
          stock ownership; and


               (c) either (A) the beneficial owner of the preferred security
          certifies to Fleet Capital or its agent, under penalties of perjury,
          that it is not a U.S. Holder and provides its name and address or (B)
          a securities clearing organization, bank or other financial
          institution that holds customers' securities in the ordinary course of
          its trade or business, a "FINANCIAL INSTITUTION," and holds the
          preferred security in such capacity, certifies to Fleet Capital or its
          agent, under penalties of perjury, that such statement has been
          received from the beneficial owner by it or by a financial institution
          between it and the beneficial owner and furnishes Fleet Capital or its
          agent with a copy thereof; and

          (2) a United States Alien Holder of a preferred security generally
     will not be subject to United States federal withholding tax on any gain
     realized upon the sale or other disposition of a preferred security.

INFORMATION REPORTING TO HOLDERS

     Generally, income on the preferred securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of preferred securities
by January 31 following each calendar year.

BACKUP WITHHOLDING

     Payments made on, and proceeds from the sale of, the preferred securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will be
allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the IRS.

RECENT CHANGES TO INFORMATION REPORTING AND BACKUP WITHHOLDING RULES


     Recently published final Treasury Regulations, the "FINAL WITHHOLDING
REGULATIONS," make a number of important changes to the procedures for income
tax withholding and certification of eligibility for the portfolio interest
exemption or for a reduced rate of income tax withholding based on an applicable
income tax treaty. In general, the final withholding regulations do not
significantly alter substantive withholding requirements, but unify
certification procedures and clarify reliance standards. The final withholding
regulations are scheduled to be effective for payments made on or after January
1, 2001, subject to certain transition rules. The final withholding regulations
are quite complex. United States Alien Holders are strongly urged to consult
their tax advisors regarding the potential application of the final withholding
regulations to payments on the preferred securities in light of their particular
circumstances.


     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER FEDERAL, STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.

                                      S-38
<PAGE>   129

                              ERISA CONSIDERATIONS

     Each fiduciary of a pension, profit-sharing or other employee benefit plan,
a "PLAN," subject to the Employee Retirement Income Security Act of 1974, as
amended, "ERISA," should consider the fiduciary standards of ERISA in the
context of the plan's particular circumstances before authorizing an investment
in the preferred securities. Accordingly, among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents
and instruments governing the plan, and whether such investment would involve a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

     Section 406 of ERISA and Section 4975 of the Code prohibit plans, as well
as individual retirement accounts and Keogh plans subject to Section 4975 of the
Code, also "PLANS," from engaging in certain transactions involving "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified
persons" under the Code, "PARTIES IN INTEREST," with respect to such plan or
account. A violation of these "prohibited transaction" rules may result in civil
penalty or other liabilities under ERISA and/or an excise tax under Section 4975
of the Code for such persons, unless exemptive relief is available under an
applicable statutory or administrative exemption. Employee benefit plans that
are governmental plans (as defined in section 3(32) of ERISA), certain church
plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in
Section 4(b)(4)of ERISA) are not subject to the requirements of ERISA or Section
4975 of the Code. However, governmental plans may be subject to similar
provisions under applicable state laws.

     Under a regulation, the "PLAN ASSETS REGULATION," issued by the U.S.
Department of Labor, the assets of Fleet Capital would be deemed to be "plan
assets" of a plan for purposes of ERISA and Section 4975 of the Code if a plan
were to acquire an equity interest in Fleet Capital and no exception was
applicable under the Plan Assets Regulation. An "EQUITY INTEREST" is defined
under the Plan Assets Regulation as any interest in an entity other than an
instrument which is treated as indebtedness under applicable law and which has
no substantial equity features and specifically includes a beneficial interest
in a trust.

     Pursuant to the Plan Assets Regulation, the assets of Fleet Capital would
not be deemed to be "plan assets" of investing plans if, among other exceptions,
at all times, less than 25% of the value of each class of equity interests in
Fleet Capital were held by plans, other employee benefit plans not subject to
ERISA or Section 4975 of the Code, such as governmental, church and foreign
plans, and entities holding assets deemed to be "plan assets" of any plan,
collectively, "BENEFIT PLAN INVESTORS," or if the preferred securities were
"publicly-offered securities" for purpose of the Plan Assets Regulation. No
assurance can be given that the preferred securities held by benefit plan
investors will be less than 25% of the total value of such preferred securities
at the completion of the initial offering or thereafter, and no monitoring or
other measures will be taken with respect to the satisfaction of the conditions
to this exception. In addition, no assurance can be given that the preferred
securities would be considered to be "publicly-offered securities" under the
Plan Assets Regulation.


     FleetBoston, the obligor with respect to the junior subordinated debentures
held by Fleet Capital, and its affiliates and the institutional trustee may be
considered parties in interest with respect to many plans and, as a result of
this transaction, may become parties in interest to plans that purchase the
preferred securities. Accordingly, the purchase and/or holding of preferred
securities by a plan with respect to which FleetBoston, the institutional
trustee or any affiliate is or becomes a party in interest may constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code,
unless such preferred securities are acquired pursuant to and in accordance with
an applicable exemption.


                                      S-39
<PAGE>   130

     The Department of Labor has issued five prohibited transaction class
exemptions, "PTCES," that may provide exemptive relief if required for direct or
indirect prohibited transactions that may arise from the purchase or holding of
the preferred securities if assets of Fleet Capital were deemed to be "plan
assets." These exemptions are:

     (1) PTCE 84-14, an exemption for certain transactions determined by
independent qualified professional asset managers;

     (2) PTCE 90-1, an exemption for certain transactions involving insurance
company pooled separate accounts;

     (3) PTCE 91-38, an exemption for certain transactions involving bank
collective investment funds;

     (4) PTCE 95-60, an exemption for transactions involving certain insurance
company general accounts; or

     (5) PTCE 96-23, an exemption for plan asset transactions managed by
in-house asset managers.

     Because the preferred securities may be deemed to be equity interests in
Fleet Capital for purposes of applying ERISA and Section 4975 of the Code, the
preferred securities may not be purchased or held by (1) any plan, (2) any
entity whose underlying assets include "plan assets" by reason of any plan's
investment in the entity, a "PLAN ASSET ENTITY," or (3) any person investing
"plan assets" of any plan, unless in each case such purchaser or holder is
eligible for the exemptive relief available under any of the PTCEs listed above
or another applicable exemption. Any purchaser or holder of the preferred
securities or any interest therein will be deemed to have represented by its
purchase and holding thereof that it either,

     (1) is not a plan or a plan asset entity and is not purchasing such
securities on behalf of or with "plan assets" of any plan; or

     (2) is eligible for the exemptive relief available under any of the PTCEs
listed above or another applicable exemption with respect to such purchase or
holding.


If a purchaser or holder of the preferred securities that is a plan or a plan
asset entity elects to rely on an exemption other than one of the PTCEs listed
above, FleetBoston and Fleet Capital may require a satisfactory opinion of
counsel or other evidence with respect to the availability of such exemption for
such purchase and holding.


     Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in non-exempt transactions, it is important that
fiduciaries or other persons considering purchasing the preferred securities on
behalf of or with "plan assets" of any plan consult with its ERISA counsel
regarding the potential consequences if the assets of Fleet Capital were deemed
to be "plan assets" and the availability of exemptive relief under any of the
PTCEs listed above or any other applicable exemption.

                                      S-40
<PAGE>   131
                                  UNDERWRITING

     Subject to the terms and conditions set forth in an underwriting agreement,
Fleet Capital has agreed to sell to each of the underwriters named below, and
each of the underwriters has severally agreed to purchase the number of
preferred securities set forth opposite its name below. In the underwriting
agreement, the several underwriters have agreed, subject to the terms and
conditions set forth in the underwriting agreement, to purchase all the
preferred securities offered hereby if any of the preferred securities are
purchased. If an underwriter defaults, the underwriting agreement provides that,
in certain circumstances, the purchase commitments of the non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.

<TABLE>
<CAPTION>
                                       NUMBER
                                         OF
                                     PREFERRED
           UNDERWRITERS              SECURITIES
           ------------              ----------
<S>                                  <C>
                                      -------
          Total....................
                                      =======
</TABLE>

     The underwriters propose to offer the preferred securities, in part,
directly to the public at the initial public offering price set forth on the
cover page of this prospectus supplement, and, in part, to selected securities
dealers at such price less a concession of $          per preferred security.
The underwriters may allow, and such dealers may reallow, a concession not in
excess of $          per preferred security to selected brokers and dealers.
After the preferred securities are released for sale to the public, the offering
price and other selling terms may be changed.


     In view of the fact that the proceeds of the sale of the preferred
securities will ultimately be used to purchase the junior subordinated
debentures of FleetBoston, the underwriting agreement provides that FleetBoston
will pay as compensation to the underwriters arranging the investment therein of
such proceeds, an amount in immediately available funds of $          per
preferred security, or $               in the aggregate, for the accounts of the
several underwriters.



     The following table shows the per preferred security and total public
offering price, underwriting commission to be paid by FleetBoston and the
proceeds to Fleet Capital. This information is presented assuming either no
exercise or full exercise by the underwriters of their over-allotment option.



<TABLE>
<CAPTION>
                            PER
                         PREFERRED   WITHOUT    WITH
                         SECURITY    OPTION    OPTION
                         ---------   -------   -------
<S>                      <C>         <C>       <C>
Public offering
  price.................
Underwriting commission
  to be paid by
  FleetBoston...........
Proceeds to Fleet
  Capital...............
</TABLE>



     During a period of   days from the date of the prospectus supplement,
neither Fleet Capital nor FleetBoston will, without the prior written consent of
the underwriters, directly or indirectly, sell, offer to sell, grant any option
for sale of, or otherwise dispose of, any preferred securities, any security
convertible into or exchangeable into or exercisable for preferred securities or
junior subordinated debentures or any debt securities substantially similar to
the junior subordinated debentures or equity securities substantially similar to
the preferred securities.



     The preferred securities constitute a new issue of securities of Fleet
Capital with no established trading market. Although the underwriters have
indicated to FleetBoston and Fleet Capital that they intend to make a market in
the preferred securities, as permitted by applicable laws and regulations, they
are not obligated to do so and may discontinue any such market-making at any
time without notice. Accordingly, no assurance can be given as to the liquidity
of, or trading markets for, the preferred securities.



     Fleet Capital and FleetBoston have agreed to indemnify the underwriters
against, or contribute to payments that the underwriters


                                      S-41
<PAGE>   132

may be required to make in respect of, certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

     Until the distribution of the preferred securities is completed, rules of
the Securities and Exchange Commission may limit the ability of the underwriters
and any selling group members to bid for and purchase the preferred securities.
As an exception to these rules, the underwriters are permitted to engage in some
transactions that stabilize the price of the preferred securities. Such
transactions consist of bids or purchases for the purposes of pegging, fixing or
maintaining the price of the preferred securities.

     If the underwriters create a short position in the preferred securities in
connection with the offering, i.e., if they sell more preferred securities than
are set forth on the cover page of this prospectus supplement, the underwriters
may reduce the short position by purchasing preferred securities in the open
market.

     The underwriters may also impose a penalty bid on certain selling group
members. This means that if the underwriters purchase preferred securities in
the open market to reduce the underwriters' short position or to stabilize the
price of the preferred securities, they may reclaim the amount of the selling
concession from the selling group members who sold those preferred securities as
part of the offering.

     In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.


     None of FleetBoston, Fleet Capital nor any of the underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the preferred
securities. In addition, none of FleetBoston, Fleet Capital nor any of the
underwriters makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.



     BancBoston Robertson Stephens Inc. is a wholly-owned subsidiary of
FleetBoston. Accordingly, the distribution of securities by BancBoston Robertson
Stephens Inc. will conform to the requirements set forth in Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc., the
"NASD." No NASD member participating in offers and sales will execute a
transaction in the preferred securities in a discretionary account without the
prior written specific approval of the member's customer.



     Some of the underwriters or their affiliates engage in transactions with,
and, from time to time, have performed services for, FleetBoston and its
subsidiaries in the ordinary course of business.


     Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.

                                      S-42
<PAGE>   133

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 $

                               FLEET BOSTON LOGO

                             FLEET CAPITAL TRUST VI

                                    % PREFERRED SECURITIES

                    FULLY AND UNCONDITIONALLY GUARANTEED BY


                            FLEET BOSTON CORPORATION


                     --------------------------------------
                             PROSPECTUS SUPPLEMENT
                     --------------------------------------

                                            , 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   134

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16.  EXHIBITS


<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
   1(a)           --  Proposed form of Underwriting Agreement for Debt Securities
                      (incorporated by reference to Exhibit 1(a) of Registration
                      Statement No. 33-63631).
   1(b)           --  Proposed form of Underwriting Agreement for Preferred Stock
                      and Common Stock (incorporated by reference to Exhibit 1(b)
                      of Registration Statement No. 33-63631).
   1(c)           --  Proposed form of Selling Agency Agreement for Debt
                      Securities (incorporated by reference to Exhibit 1(b) of
                      Registration Statement No. 33-45137).
   1(d)           --  Form of Underwriting Agreement for offering of Preferred
                      Securities (incorporated by reference to Exhibit 1 of
                      Registration Statement No. 333-15435).
  *4(a)           --  Senior Indenture dated as of December 6, 1999 between
                      FleetBoston and The Bank of New York, as Trustee.
  *4(b)           --  Form of Warrant Agreement for Warrants attached to Debt
                      Securities.
  *4(c)           --  Form of Warrant Agreement for Warrants not attached to Debt
                      Securities.
  *4(d)           --  Form of Warrant Agreement for Universal Warrants.
   4(e)           --  Form of Put Warrant (included in Exhibit 4(d)).
   4(f)           --  Form of Call Warrant (included in Exhibit 4(d)).
  *4(g)           --  Form of Note for Senior Debt Securities.
  *4(h)           --  Subordinated Indenture dated as of December 6, 1999 between
                      FleetBoston and The Bank of New York, as Trustee.
  *4(i)           --  Form of Note for Subordinated Debt Securities.
   4(j)           --  Form of Medium-Term Note (incorporated by reference to
                      Exhibit 4(f) of Registration Statement No. 33-50216).
   4(k)           --  Restated Articles of Incorporation of FleetBoston
                      (incorporated by reference to Exhibit 3 of FleetBoston's
                      Quarterly Report on Form 10-Q dated September 30, 1999).
  *4(l)           --  Bylaws of FleetBoston.
   4(m)           --  Form of Certificate of Designations (incorporated by
                      reference to Exhibit 4(a) of Registration Statement No.
                      33-40967).
   4(n)           --  Form of Deposit Agreement (incorporated by reference to
                      Exhibit 4(b) of Registration Statement No. 33-40967).
   4(o)           --  Form of Warrant Agreement for Warrants attached to Common
                      Stock or Preferred Stock (incorporated by reference to
                      Exhibit 4(j) of Registration Statement No. 33-55555).
   4(p)           --  Form of Warrant Agreement for Warrants not attached to
                      Common Stock or Preferred Stock (incorporated by reference
                      to Exhibit 4(k) of Registration Statement No. 33-55555).
   4(q)           --  Rights Agreement dated as of November 21, 1990 between
                      FleetBoston and Fleet National Bank, as amended by a First
                      Amendment thereto dated as of March 28, 1991 and a Second
                      Amendment thereto dated as of July 12, 1991 and a Third
                      Amendment thereto dated as of February 20, 1995
                      (incorporated by reference to Exhibit 1 to FleetBoston's
                      Current Report on Form 8-K dated November 21, 1990, Exhibits
                      4(a) and 4(b) to the FleetBoston's Current Report on Form
                      8-K dated March 28, 1991 and Exhibit 99.3 to FleetBoston's
                      Current Report on Form 8-K dated February 20, 1995).
   4(r)           --  Instruments defining the rights of security holders,
                      including indentures (FleetBoston has no instruments
                      defining the rights of holders of equity or debt securities
                      where the amount of securities authorized thereunder exceeds
                      10% of the total assets of FleetBoston and its subsidiaries
                      on a consolidated basis. FleetBoston hereby agrees to
                      furnish a copy of any such instrument to the Commission upon
                      request).
   4(s)           --  Form of Rights Certificate for stock purchase rights issued
                      to Whitehall Associates, L.P., and KKR Partners II, L.P.
                      (incorporated by reference to Exhibit 4(c) of FleetBoston's
                      Current Report on Form 8-K dated July 12, 1991).
</TABLE>


                                      II-1
<PAGE>   135


<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
  *4(t)(i)        --  Certificate of Trust of Fleet Capital Trust VI (incorporated
                      by reference to Exhibit 4(a)(vi) of Registration Statement
                      No. 333-48043), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust VI.
  *4(t)(ii)       --  Certificate of Trust of Fleet Capital Trust VII
                      (incorporated by reference to Exhibit 4(a)(vii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Certificate of Trust of Fleet Capital Trust
                      VII.
  *4(t)(iii)      --  Certificate of Trust of Fleet Capital Trust VIII
                      (incorporated by reference to Exhibit 4(a)(viii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Certificate of Trust of Fleet Capital Trust
                      VIII.
  *4(t)(iv)       --  Certificate of Trust of Fleet Capital Trust IX (incorporated
                      by reference to Exhibit 4(q)(ix) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust IX.
  *4(t)(v)        --  Certificate of Trust of Fleet Capital Trust X (incorporated
                      by reference to Exhibit 4(q)(x) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust X.
  *4(u)(i)        --  Declaration of Trust of Fleet Capital Trust VI (incorporated
                      by reference to Exhibit 4(b)(vi) of Registration Statement
                      No. 333-48043), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust VI.
  *4(u)(ii)       --  Declaration of Trust of Fleet Capital Trust VII
                      (incorporated by reference to Exhibit 4(b)(vii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Declaration of Trust of Fleet Capital Trust
                      VII.
  *4(u)(iii)      --  Declaration of Trust of Fleet Capital Trust VIII
                      (incorporated by reference to Exhibit 4(b)(viii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Declaration of Trust of Fleet Capital Trust
                      VIII.
  *4(u)(iv)       --  Declaration of Trust of Fleet Capital Trust IX (incorporated
                      by reference to Exhibit 4(r)(ix) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust IX.
  *4(u)(v)        --  Declaration of Trust of Fleet Capital Trust X (incorporated
                      by reference to Exhibit 4(r)(x) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust X.
  *4(v)           --  Form of Amended and Restated Declaration of Trust to be used
                      in connection with the issuance of the Preferred Securities.
  *4(w)           --  Form of Indenture between FleetBoston and The Bank of New
                      York, as Trustee.
  *4(x)           --  Form of Supplemental Indenture to be used in connection with
                      the issuance of the Junior Subordinated Debentures and
                      Preferred Securities.
   4(y)           --  Form of Preferred Security (included in Exhibit 4(v)).
   4(z)           --  Form of Junior Subordinated Debenture (included in Exhibit
                      4(x)).
  *4(aa)          --  Form of Preferred Securities Guarantee.
  *5(a)           --  Opinion of Edwards & Angell, LLP as to legality of Debt
                      Securities, Preferred Stock and Common Stock.
  *5(b)           --  Opinion of Edwards & Angell, LLP to be used in connection
                      with the issuance of the Junior Subordinated Debentures and
                      Preferred Securities.
  *5(c)           --  Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP to be
                      used in connection with the issuance of the Preferred
                      Securities.
  *8              --  Tax Opinion of Edwards & Angell, LLP to be used in
                      connection with the issuance of the Junior Subordinated
                      Debentures and Preferred Securities.
  12(a)           --  Computation of Supplemental Consolidated Ratio of Earnings
                      to Fixed Charges and Preferred Dividends (incorporated by
                      reference to Exhibit 12(a) of FleetBoston's Current Report
                      on Form 8-K dated November 22, 1999).
  12(b)           --  Computation of Supplemental Consolidated Ratio of Earnings
                      to Fixed Charges (incorporated by reference to Exhibit 12(b)
                      of FleetBoston's Current Report on Form 8-K dated November
                      22, 1999).
 *23(a)           --  Consent of PricewaterhouseCoopers LLP.
  23(b)           --  Consent of Edwards & Angell, LLP (included in Exhibit 5(a)).
</TABLE>


                                      II-2
<PAGE>   136


<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
  23(c)           --  Consent of Skadden, Arps, Slate, Meagher & Flom (included in
                      Exhibit 5(b)).
  24(a)           --  Power of Attorney of certain officers and directors for
                      FleetBoston (included on signature pages).
  24(b)           --  Powers of Attorney for Fleet Capital Trusts (included in
                      Exhibit 4(r)).
**25(a)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Senior
                      Trustee.
**25(b)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as
                      Subordinated Trustee.
**25(c)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Indenture relating to Fleet Capital Trust VI,
                      Fleet Capital Trust VII, Fleet Capital Trust VIII, Fleet
                      Capital Trust IX and Fleet Capital Trust X.
**25(d)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VI.
**25(e)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VII.
**25(f)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VIII.
**25(g)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust IX.
**25(h)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust X.
**25(i)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VI.
**25(j)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VII.
**25(k)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VIII.
**25(l)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust IX.
**25(m)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust X.
</TABLE>


- ---------------
 * Filed herewith.


** Previously Filed.


                                      II-3
<PAGE>   137

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston, and Commonwealth of
Massachusetts, on December 8, 1999.



                                            FLEET BOSTON CORPORATION



                                            By:  /s/ WILLIAM C. MUTTERPERL

                                              ----------------------------------

                                                    WILLIAM C. MUTTERPERL


                                                  EXECUTIVE VICE PRESIDENT,
                                                 SECRETARY AND GENERAL COUNSEL



     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Form S-3 Registration Statement has been signed by the following
persons in the capacities indicated on December 8, 1999.



<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<S>                                                    <C>
                          *                            Chairman, Chief Executive Officer and Director
- -----------------------------------------------------          (Principal Executive Officer)
                   TERRENCE MURRAY

                                                           President, Chief Operating Officer and
- -----------------------------------------------------                     Director
                 CHARLES K. GIFFORD

                /s/ ROBERT J. HIGGINS                  President of Commercial and Retail Banking and
- -----------------------------------------------------                     Director
                  ROBERT J. HIGGINS

                                                         President of Global Banking and Financial
- -----------------------------------------------------              Services and Director
            HENRIQUE DE CAMPOS MEIRELLES

                          *                              Vice Chairman and Chief Financial Officer
- -----------------------------------------------------          (Principal Financial Officer)
                  EUGENE M. MCQUADE

                          *                                              Controller
- -----------------------------------------------------          (Principal Accounting Officer)
                 ROBERT C. LAMB, JR.

                          *                                               Director
- -----------------------------------------------------
                   JOEL B. ALVORD

                          *                                               Director
- -----------------------------------------------------
                 WILLIAM BARNET, III

                                                                          Director
- -----------------------------------------------------
                  DANIEL P. BURNHAM

                          *                                               Director
- -----------------------------------------------------
               PAUL J. CHOQUETTE, JR.

                          *                                               Director
- -----------------------------------------------------
                   JOHN T. COLLINS

                                                                          Director
- -----------------------------------------------------
                 WILLIAM F. CONNELL
</TABLE>


                                      II-4
<PAGE>   138


<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<S>                                                    <C>
                                                                          Director
- -----------------------------------------------------
                 GARY L. COUNTRYMAN

                                                                          Director
- -----------------------------------------------------
                  ALICE F. EMERSON

                          *                                               Director
- -----------------------------------------------------
                  JAMES F. HARDYMON

                          *                                               Director
- -----------------------------------------------------
                   MARIAN L. HEARD

                          *                                               Director
- -----------------------------------------------------
                  ROBERT M. KAVNER

                                                                          Director
- -----------------------------------------------------
                    THOMAS J. MAY

                                                                          Director
- -----------------------------------------------------
                  DONALD F. MCHENRY

                          *                                               Director
- -----------------------------------------------------
                 MICHAEL B. PICOTTE

                                                                          Director
- -----------------------------------------------------
                   THOMAS R. PIPER

                          *                                               Director
- -----------------------------------------------------
                   THOMAS C. QUICK

                                                                          Director
- -----------------------------------------------------
                 FRANCENE S. RODGERS

                                                                          Director
- -----------------------------------------------------
                    JOHN W. ROWE

                          *                                               Director
- -----------------------------------------------------
                   THOMAS M. RYAN

                          *                                               Director
- -----------------------------------------------------
                  PAUL R. TREGURTHA

           * By /s/ WILLIAM C. MUTTERPERL
   -----------------------------------------------
                WILLIAM C. MUTTERPERL
                  ATTORNEY-IN-FACT
</TABLE>


                                      II-5
<PAGE>   139

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each Trust has
duly caused this Amendment No. 1 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, The Commonwealth of Massachusetts, on December 8, 1999.


                                            FLEET CAPITAL TRUST VI
                                            FLEET CAPITAL TRUST VII
                                            FLEET CAPITAL TRUST VIII
                                            FLEET CAPITAL TRUST IX
                                            FLEET CAPITAL TRUST X

                                            By:    /s/ JOHN R. RODEHORST
                                              ----------------------------------
                                                      JOHN R. RODEHORST
                                                           TRUSTEE

                                      II-6
<PAGE>   140


                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
   1(a)           --  Proposed form of Underwriting Agreement for Debt Securities
                      (incorporated by reference to Exhibit 1(a) of Registration
                      Statement No. 33-63631).
   1(b)           --  Proposed form of Underwriting Agreement for Preferred Stock
                      and Common Stock (incorporated by reference to Exhibit 1(b)
                      of Registration Statement No. 33-63631).
   1(c)           --  Proposed form of Selling Agency Agreement for Debt
                      Securities (incorporated by reference to Exhibit 1(b) of
                      Registration Statement No. 33-45137).
   1(d)           --  Form of Underwriting Agreement for offering of Preferred
                      Securities (incorporated by reference to Exhibit 1 of
                      Registration Statement No. 333-15435).
  *4(a)           --  Senior Indenture dated as of December 6, 1999 between
                      FleetBoston and The Bank of New York, as Trustee.
  *4(b)           --  Form of Warrant Agreement for Warrants attached to Debt
                      Securities.
  *4(c)           --  Form of Warrant Agreement for Warrants not attached to Debt
                      Securities.
  *4(d)           --  Form of Warrant Agreement for Universal Warrants.
   4(e)           --  Form of Put Warrant (included in Exhibit 4(d)).
   4(f)           --  Form of Call Warrant (included in Exhibit 4(d)).
  *4(g)           --  Form of Note for Senior Debt Securities.
  *4(h)           --  Subordinated Indenture dated as of December 6, 1999 between
                      FleetBoston and The Bank of New York, as Trustee.
  *4(i)           --  Form of Note for Subordinated Debt Securities.
   4(j)           --  Form of Medium-Term Note (incorporated by reference to
                      Exhibit 4(f) of Registration Statement No. 33-50216).
   4(k)           --  Restated Articles of Incorporation of FleetBoston
                      (incorporated by reference to Exhibit 3 of FleetBoston's
                      Quarterly Report on Form 10-Q dated September 30, 1999).
  *4(l)           --  Bylaws of FleetBoston.
   4(m)           --  Form of Certificate of Designations (incorporated by
                      reference to Exhibit 4(a) of Registration Statement No.
                      33-40967).
   4(n)           --  Form of Deposit Agreement (incorporated by reference to
                      Exhibit 4(b) of Registration Statement No. 33-40967).
   4(o)           --  Form of Warrant Agreement for Warrants attached to Common
                      Stock or Preferred Stock (incorporated by reference to
                      Exhibit 4(j) of Registration Statement No. 33-55555).
   4(p)           --  Form of Warrant Agreement for Warrants not attached to
                      Common Stock or Preferred Stock (incorporated by reference
                      to Exhibit 4(k) of Registration Statement No. 33-55555).
   4(q)           --  Rights Agreement dated as of November 21, 1990 between
                      FleetBoston and Fleet National Bank, as amended by a First
                      Amendment thereto dated as of March 28, 1991 and a Second
                      Amendment thereto dated as of July 12, 1991 and a Third
                      Amendment thereto dated as of February 20, 1995
                      (incorporated by reference to Exhibit 1 to FleetBoston's
                      Current Report on Form 8-K dated November 21, 1990, Exhibits
                      4(a) and 4(b) to FleetBoston's Current Report on Form 8-K
                      dated March 28, 1991 and Exhibit 99.3 to FleetBoston's
                      Current Report on Form 8-K dated February 20, 1995).
   4(r)           --  Instruments defining the rights of security holders,
                      including indentures (FleetBoston has no instruments
                      defining the rights of holders of equity or debt securities
                      where the amount of securities authorized thereunder exceeds
                      10% of the total assets of FleetBoston and its subsidiaries
                      on a consolidated basis. FleetBoston hereby agrees to
                      furnish a copy of any such instrument to the Commission upon
                      request).
   4(s)           --  Form of Rights Certificate for stock purchase rights issued
                      to Whitehall Associates, L.P., and KKR Partners II, L.P.
                      (incorporated by reference to Exhibit 4(c) of FleetBoston's
                      Current Report on Form 8-K dated July 12, 1991).
</TABLE>


                                      II-7
<PAGE>   141


<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
  *4(t)(i)        --  Certificate of Trust of Fleet Capital Trust VI (incorporated
                      by reference to Exhibit 4(a)(vi) of Registration Statement
                      No. 333-48043), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust VI.
  *4(t)(ii)       --  Certificate of Trust of Fleet Capital Trust VII
                      (incorporated by reference to Exhibit 4(a)(vii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Certificate of Trust of Fleet Capital Trust
                      VII.
  *4(t)(iii)      --  Certificate of Trust of Fleet Capital Trust VIII
                      (incorporated by reference to Exhibit 4(a)(viii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Certificate of Trust of Fleet Capital Trust
                      VIII.
  *4(t)(iv)       --  Certificate of Trust of Fleet Capital Trust IX (incorporated
                      by reference to Exhibit 4(q)(ix) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust IX.
  *4(t)(v)        --  Certificate of Trust of Fleet Capital Trust X (incorporated
                      by reference to Exhibit 4(q)(x) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Certificate
                      of Trust of Fleet Capital Trust X.
  *4(u)(i)        --  Declaration of Trust of Fleet Capital Trust VI (incorporated
                      by reference to Exhibit 4(b)(vi) of Registration Statement
                      No. 333-48043), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust VI.
  *4(u)(ii)       --  Declaration of Trust of Fleet Capital Trust VII
                      (incorporated by reference to Exhibit 4(b)(vii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Declaration of Trust of Fleet Capital Trust
                      VII.
  *4(u)(iii)      --  Declaration of Trust of Fleet Capital Trust VIII
                      (incorporated by reference to Exhibit 4(b)(viii) of
                      Registration Statement No. 333-48043), as amended by First
                      Amendment to Declaration of Trust of Fleet Capital Trust
                      VIII.
  *4(u)(iv)       --  Declaration of Trust of Fleet Capital Trust IX (incorporated
                      by reference to Exhibit 4(r)(ix) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust IX.
  *4(u)(v)        --  Declaration of Trust of Fleet Capital Trust X (incorporated
                      by reference to Exhibit 4(r)(x) of Registration Statement
                      No. 333-62905), as amended by First Amendment to Declaration
                      of Trust of Fleet Capital Trust X.
  *4(v)           --  Form of Amended and Restated Declaration of Trust to be used
                      in connection with the issuance of the Preferred Securities.
  *4(w)           --  Form of Indenture between FleetBoston and The Bank of New
                      York, as Trustee.
  *4(x)           --  Form of Supplemental Indenture to be used in connection with
                      the issuance of the Junior Subordinated Debentures and
                      Preferred Securities.
   4(y)           --  Form of Preferred Security (included in Exhibit 4(v)).
   4(z)           --  Form of Junior Subordinated Debenture (included in Exhibit
                      4(x)).
  *4(aa)          --  Form of Preferred Securities Guarantee.
  *5(a)           --  Opinion of Edwards & Angell, LLP as to legality of Debt
                      Securities, Preferred Stock and Common Stock.
  *5(b)           --  Opinion of Edwards & Angell, LLP to be used in connection
                      with the issuance of the Junior Subordinated Debentures and
                      Preferred Securities.
  *5(c)           --  Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP to be
                      used in connection with the issuance of the Preferred
                      Securities.
  *8              --  Tax Opinion of Edwards & Angell, LLP to be used in
                      connection with the issuance of the Junior Subordinated
                      Debentures and Preferred Securities.
  12(a)           --  Computation of Supplemental Consolidated Ratio of Earnings
                      to Fixed Charges and Preferred Dividends (incorporated by
                      reference to Exhibit 12(a) of FleetBoston's Current Report
                      on Form 8-K dated November 22, 1999).
  12(b)           --  Computation of Supplemental Consolidated Ratio of Earnings
                      to Fixed Charges (incorporated by reference to Exhibit 12(b)
                      of FleetBoston's Current Report on Form 8-K dated November
                      22, 1999).
</TABLE>


                                      II-8
<PAGE>   142


<TABLE>
<CAPTION>
   EXHIBITS
   --------
<S>              <C>  <C>
 *23(a)           --  Consent of PricewaterhouseCoopers LLP.
  23(b)           --  Consent of Edwards & Angell, LLP (included in Exhibit 5(a)).
  23(c)           --  Consent of Skadden, Arps, Slate, Meagher & Flom (included in
                      Exhibit 5(b)).
  24(a)           --  Power of Attorney of certain officers and directors for
                      FleetBoston (included on signature pages).
  24(b)           --  Powers of Attorney for Fleet Capital Trusts (included in
                      Exhibit 4(r)).
**25(a)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Senior
                      Trustee.
**25(b)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as
                      Subordinated Trustee.
**25(c)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Indenture relating to Fleet Capital Trust VI,
                      Fleet Capital Trust VII, Fleet Capital Trust VIII, Fleet
                      Capital Trust IX and Fleet Capital Trust X.
**25(d)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VI.
**25(e)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VII.
**25(f)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust VIII.
**25(g)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust IX.
**25(h)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Amended and Restated Declaration of Trust of Fleet
                      Capital Trust X.
**25(i)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VI.
**25(j)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VII.
**25(k)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust VIII.
**25(l)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust IX.
**25(m)           --  Form T-1 Statement of Eligibility under the Trust Indenture
                      Act of 1939, as amended, of The Bank of New York, as Trustee
                      under the Preferred Securities Guarantee relating to Fleet
                      Capital Trust X.
</TABLE>


- ---------------
 * Filed herewith.

** Previously Filed.



                                      II-9

<PAGE>   1
                                                                    Exhibit 4(a)



- --------------------------------------------------------------------------------

                            FLEET BOSTON CORPORATION


                                       AND


                              THE BANK OF NEW YORK


                                     TRUSTEE


                       -----------------------------------


                                    INDENTURE


                          DATED AS OF DECEMBER 6, 1999


                       -----------------------------------


                             SENIOR DEBT SECURITIES


- --------------------------------------------------------------------------------



<PAGE>   2


                            FLEET BOSTON CORPORATION



         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                    INDENTURE, DATED AS OF DECEMBER 6, 1999



TRUST INDENTURE
  ACT SECTION                                               INDENTURE SECTION
  -----------                                               -----------------

sec. 310(a)(1)      ........................................      609
      (a)(2)        ........................................      609
      (a)(3)        ........................................      Not Applicable
      (a)(4)        ........................................      Not Applicable
      (a)(5)        ........................................      609
      (b)           ........................................      608
                                                                  610
      (c)           ........................................      Not Applicable

sec. 311(a)         ........................................      613(a)
      (b)           ........................................      613(b)
      (b)(2)        ........................................      703(a)(2)
                                                                  703(b)

sec. 312(a)         ........................................      701
                                                                  702(a)
      (b)           ........................................      702(b)
      (c)           ........................................      702(c)

sec. 313(a)         ........................................      703(a)
      (b)           ........................................      703(b)
      (c)           ........................................      703(a), 703(b)
      (d)           ........................................      703(c)

sec. 314(a)(1)      ........................................      704
      (2), (3)
      (a)(4)        ........................................      1009
      (b)           ........................................      Not Applicable
      (c)(1)        ........................................      102
      (c)(2)        ........................................      102
      (c)(3)        ........................................      Not Applicable
      (d)           ........................................      Not Applicable
      (e)           ........................................      102
      (f)           ........................................      Not Applicable

sec. 315(a)         ........................................      601(a)
      (b)           ........................................      602
                                                                  703(a)(6)

                                      -i-

<PAGE>   3



      (c)           ........................................      610(b)
      (d)           ........................................      610(c)
      (d)(1)        ........................................      610(a)(1)
      (d)(2)        ........................................      610(c)(2)
      (d)(3)        ........................................      610(c)(3)
      (e)           ........................................      514

sec. 316(a)         ........................................      101
      (a)(1)(A)     ........................................      502
                                                                  512
      (a)(1)(B)     ........................................      513
      (a)(2)        ........................................      Not Applicable
      (b)           ........................................      508
      (c)           ........................................      104

sec. 317 (a)(1)     ........................................      503
      (a)(2)        ........................................      504
      (b)           ........................................      1003

sec. 318(a)         ........................................      107


- ---------------------

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.



                                      -ii-

<PAGE>   4


                                TABLE OF CONTENTS
                                -----------------



ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........1

SECTION 101.  DEFINITIONS......................................................1
SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.............................7
SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........................8
SECTION 104.  ACTS OF HOLDERS..................................................8
SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY............................9
SECTION 106.  NOTICE TO HOLDERS; WAIVER.......................................10
SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT...............................10
SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS........................10
SECTION 109.  SUCCESSORS AND ASSIGNS..........................................10
SECTION 110.  SEPARABILITY CLAUSE.............................................10
SECTION 111.  BENEFITS OF INDENTURE...........................................11
SECTION 112.  GOVERNING LAW...................................................11
SECTION 113.  LEGAL HOLIDAYS..................................................11
SECTION 114.  JUDGMENT CURRENCY; PAYMENT TO BE IN PROPER CURRENCY.............11
SECTION 115.  MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED.................12

ARTICLE TWO - SECURITY FORMS..................................................12

SECTION 201.  FORMS GENERALLY.................................................12
SECTION 202.  FORM OF SECURITIES..............................................12
SECTION 203.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.................13

ARTICLE THREE - THE SECURITIES................................................13

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES............................13
SECTION 302.  DENOMINATIONS...................................................15
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..................15
SECTION 304.  TEMPORARY SECURITIES............................................16
SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............17
SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES................18
SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..................18
SECTION 308.  PERSONS DEEMED OWNERS...........................................20
SECTION 309.  CANCELLATION....................................................20
SECTION 310.  COMPUTATION OF INTEREST.........................................20
SECTION 311.  PAYMENT IN CURRENCIES...........................................20
SECTION 312.  CUSIP NUMBERS...................................................22

ARTICLE FOUR - SATISFACTION AND DISCHARGE.....................................22

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.........................22
SECTION 402.  APPLICATION OF TRUST MONEY......................................23
SECTION 403.  SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES
OF ANY SERIES.................................................................23
SECTION 404.  REPAYMENT TO COMPANY............................................26
SECTION 405.  REINSTATEMENT...................................................26

ARTICLE FIVE - REMEDIES.......................................................26

SECTION 501.  EVENTS OF DEFAULT...............................................26
SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............27
SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE....................................................................28
SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM................................29
SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.....29
SECTION 506.  APPLICATION OF MONEY OR OTHER PROPERTY COLLECTED................30
SECTION 507.  LIMITATION ON SUITS.............................................30
SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM, MATURITY CONSIDERATION AND INTEREST..................................31


<PAGE>   5


SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES..............................31
SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE..................................31
SECTION 511.  DELAY OR OMISSION NOT WAIVER....................................31
SECTION 512.  CONTROL BY HOLDERS..............................................31
SECTION 513.  WAIVER OF PAST DEFAULTS.........................................32
SECTION 514.  UNDERTAKING FOR COSTS...........................................32
SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS................................32

ARTICLE SIX - THE TRUSTEE.....................................................33

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.............................33
SECTION 602.  NOTICE OF DEFAULTS..............................................34
SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.......................................34
SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..........35
SECTION 605.  MAY HOLD SECURITIES.............................................35
SECTION 606.  MONEY OR OTHER PROPERTY HELD IN TRUST...........................36
SECTION 607.  COMPENSATION AND REIMBURSEMENT..................................36
SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.........................36
SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.........................37
SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............37
SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................39
SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....40
SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............40
SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.............................40

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............42

SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.......42
SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..........42
SECTION 703.  REPORTS BY TRUSTEE..............................................43
SECTION 704.  REPORTS BY COMPANY..............................................43

ARTICLE EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..........44

SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............44
SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED...............................45

ARTICLE NINE - SUPPLEMENTAL INDENTURES........................................45

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............45
SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................46
SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES............................47
SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES...............................47
SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.............................48
SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............48

ARTICLE TEN - COVENANTS.......................................................48

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, THE MATURITY
CONSIDERATION AND INTEREST....................................................48
SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY................................48
SECTION 1003.  MONEY OR OTHER PROPERTY FOR SECURITIES PAYMENTS AND
DELIVERIES TO BE HELD IN TRUST................................................49
SECTION 1004.  CORPORATE EXISTENCE............................................50
SECTION 1005.  MAINTENANCE OF PROPERTIES......................................50
SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS..............................50
SECTION 1007.  LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OF CERTAIN
SUBSIDIARIES..................................................................50
SECTION 1008.  LIMITATION UPON LIENS ON CERTAIN CAPITAL STOCK.................52
SECTION 1009.  STATEMENT AS TO COMPLIANCE.....................................52
SECTION 1010.  WAIVER OF CERTAIN COVENANTS....................................52
SECTION 1011.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.........................53
SECTION 1012.  STATEMENT BY OFFICERS AS TO DEFAULT............................53

ARTICLE ELEVEN - REDEMPTION OF SECURITIES.....................................53


                                      -ii-
<PAGE>   6


SECTION 1101.  APPLICABILITY OF ARTICLE.......................................53
SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................53
SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............53
SECTION 1104.  NOTICE OF REDEMPTION...........................................54
SECTION 1105.  DEPOSIT OF REDEMPTION PRICE....................................54
SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE..........................54
SECTION 1107.  SECURITIES REDEEMED IN PART....................................55

ARTICLE TWELVE - SINKING FUNDS................................................55

SECTION 1201.  APPLICABILITY OF ARTICLE.......................................55
SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..........55
SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND......................56










                                     -iii-

<PAGE>   7


         INDENTURE, dated as of December 6, 1999, between FLEET BOSTON
CORPORATION, a corporation duly organized and existing under the laws of the
State of Rhode Island (herein called the "Company"), having its principal office
at One Federal Street, Boston, Massachusetts 02211, and THE BANK OF NEW YORK, a
New York banking corporation (herein called the "Trustee"), with its principal
corporate trust office located in New York, New York.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series and denominated in U.S.
dollars or foreign currencies, including units of two or more foreign
currencies, as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         Now, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed by the
Company and by the Trustee, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings, assigned to
them in this Article, and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation; and

         (4) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.


<PAGE>   8


         "Authenticating Agent" with respect to any series of Securities means
any person authorized by the Trustee pursuant to Section 614.

         "Bank" means (i) any institution organized under the laws of the United
States, any State of the United States, the District of Columbia, any territory
of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands
which (a) accepts deposits that the depositor has a legal right to withdraw on
demand, and (b) engages in the business of making commercial loans and (ii) any
trust company organized under any of the foregoing laws.

         "Board of Directors" means either the board of directors of the
Company, any duly authorized committee of that board or the Chairman, any Vice
Chairman, the President or any Vice President of the Company duly authorized by
the board of directors of the Company to take a specified action or make a
specified determination.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors of the Company and to be in full force and effect on the
date of such certification, and delivered to the appropriate Trustee.

         "Business Day" means any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law or regulation to close in The City of New York or (i) with
respect to Securities denominated in a Foreign Currency, in the city specified
in the Board Resolution pursuant to Section 301 or (ii) with respect to
Securities which will bear interest based on a specified percentage of London
interbank offered quotations, a day which is also a day on which banks in
London, England are open for business (including dealings in foreign exchange
and foreign currency deposits).

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President, a
Vice Chairman, Chief Financial Officer or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Components", with respect to a composite currency, means the currency
amounts that are components of such composite currency on the Conversion Date
with respect to such composite currency. After such Conversion Date if the
official unit of any component currency is altered by way of combination or
subdivision, the number of units of such currency in the Component shall be
proportionately divided or multiplied. After such Conversion Date if two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of such consolidated component
currencies expressed in such single currency, and such amount shall thereafter
be a Component. If after such Conversion Date any component currency shall be
divided into two or more currencies, the amount of such currency as a Component
shall be replaced by amounts of such two or more currencies, each of which shall
be equal to the amount of such former component currency


                                      -2-
<PAGE>   9


divided by the number of currencies into which such component currency was
divided, and such amounts shall thereafter be Components.

         "Constituent Bank" means a Subsidiary which is a Bank.

         "Conversion Date", with respect to a composite currency, has the
meaning specified in Section 311(d).

         "Corporate Trust Office" means the corporate trust office of the
Trustee located in the Borough of Manhattan, The City of New York, at which at
any particular time its corporate trust business shall be administered, which
office, at the date of the execution hereof, is located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration.

         "Corporation" includes corporations, associations, companies and
business trusts.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Euro" means the single currency of participating member states which
was introduced on January 1, 1999 at the commencement of the third stage of
European economic and monetary union pursuant to the Treaty establishing the
European Community as amended by the Treaty on European Union (and references
during the transitional period following the introduction of the Euro on January
1, 1999 up to the end of the transitional period on December 31, 2001 to
"Deutsche marks" or "DM" and to "French francs" or "FFR" refer, in each case to
the national currency units of, respectively, Germany and France (being
non-decimal denominations of the Euro)).

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Rate" means (a) if pursuant to Section 311(a) payment is to
be made in U.S. dollars with respect to a Security denominated in a Foreign
Currency, the highest firm bid quotation for U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 A.M. New York City time on the second
Business Day preceding the applicable payment date (or, if no such rates are
quoted on such date, the last date on which such rates were quoted), from three
recognized foreign exchange dealers in The City of New York selected by the
Exchange Rate Agent and approved by the Company (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on
such payment date, of the aggregate amount of the Foreign Currency payable on
such payment date in respect of all Securities denominated in such Foreign
Currency and (b) if an Exchange Rate is to be computed for purposes of any
provision other than Section 311(a), the rate determined pursuant to the
foregoing clause (a) on such date and at such time as may be specified in the
relevant provision.

         In the case of clause (a) above, if no such bid quotations are
available, payments pursuant to Section 311(a) will be made in the applicable
Foreign Currency, unless such Foreign Currency is unavailable due to the
imposition of exchange controls (or, in the case of a composite currency, such
currency ceases to be used for the purposes for which it was established as
provided in Section 311(d) (ii)) or other circumstances beyond the control of
the Company, in which case the Company will be entitled to make payments in U.S.
dollars on the basis of the Market Exchange Rate for such Foreign Currency.

         If for any reason any of the foregoing rates are not available with
respect to one or more Foreign Currencies for which an Exchange Rate is
required, the Company shall use the most recently available quotation of the
Federal Reserve Bank of New York, or quotations from one or more commercial
banks in The City of New York or in the country of issue of the Foreign Currency
in question, or such other quotations as the Company, in each case, shall deem
appropriate; provided, however, that if there is more than one market for
dealing in any Foreign Currency by reason of foreign


                                      -3-
<PAGE>   10


exchange regulations or otherwise, the market to be used for such quotations
shall be the largest market upon which a nonresident issuer of securities
designated in such Foreign Currency would purchase such Foreign Currency in
order to make payments in respect of such securities.

         "Exchange Rate Agent" means the New York clearing house bank designated
by the Company to act as such for any series of Securities (with notice to the
Trustee for that series), or any successor thereto, and may be the Trustee for
the series.

         "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of
Securities, means a certificate signed by an officer of the Exchange Rate Agent
and delivered to the Company and to the Trustee, setting forth (i) the
applicable Market Exchange Rate or Exchange Rate and (ii) the U.S. dollar or
Foreign Currency amount of principal (and premium, if any) and interest payable
with respect to a Security of any series on the basis of the Market Exchange
Rate or Exchange Rate, as the case may be (on an aggregate basis and on the
basis of a Security having the lowest denomination principal amount pursuant to
Section 302 in the relevant currency).

         "Fleet National Bank" means Fleet National Bank, a national banking
association.

         "Foreign Currency" means a currency issued by the government of any
country (other than a currency of the United States of America) or a currency
based on the aggregate value of currencies of any group of countries.

         "Foreign Government Obligations" has the meaning specified in Section
403.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means with respect to each series of Securities for which a
Person is acting as Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 301 exclusive, however,
of any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one
or more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.

         "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Judgment Currency" has the meaning specified in Section 114.

         "Market Exchange Rate" means (a) if pursuant to Section 311(d) (i),
payment is to be made in U.S. dollars with respect to a Security denominated in
a Foreign Currency (other than a composite currency), the noon buying rate in
The City of New York for cable transfers of such Foreign Currency as certified
by the Federal Reserve Bank of New York on the second Business Day preceding the
applicable payment date and (b) if pursuant to Section 311(d) (ii) payment is to
be made in U.S. dollars with respect to a Security denominated in a composite
currency, for each Component of such composite currency, the Market Exchange
Rate determined pursuant to the foregoing clause (a) on the second Business Day
preceding the applicable payment date.


                                      -4-
<PAGE>   11


         In the event a Market Exchange Rate as described in clause (a) or (b)
above is not available, the Company will be entitled to make payments in U.S.
dollars pursuant to Section 311(d) (i) or (ii) on the basis of the most recently
available Market Exchange Rate for such Foreign Currency or each Component of
such composite currency, as the case may be.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security, an installment of principal or the
Maturity Consideration becomes due and payable or deliverable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Maturity Consideration" means securities, which may be issued by the
Company or another Person, or a combination of cash, such securities and/or
other property that may be delivered to Holders of Securities of any series to
satisfy the Company's obligations with regard to payment upon Maturity, or any
redemption or required repurchase or in connection with any exchange provisions,
or any interest payment.

         "New York Banking Day" has the meaning specified in Section 114.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, a Vice Chairman, the Chief Financial Officer or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee to whom such
opinion is to be provided.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all securities theretofore authenticated and delivered
under this Indenture, except:

                  (i) Securities of any series theretofore canceled by the
         Trustee or delivered to the Trustee for cancellation;

                  (ii) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee for
         such series or any Paying Agent for such series (other than the
         Company) in trust or set aside and segregated in trust by the Company
         (if the Company shall act as its own Paying Agent) for the Holders of
         such Securities; provided that, if such Securities are to be redeemed,
         notice of such redemption has been duly given pursuant to this
         Indenture or provision therefor satisfactory to the Trustee has been
         made; and

                  (iii) Securities of any series which have been paid pursuant
         to Section 306 or in exchange for or in lieu of which other Securities
         have been authenticated and delivered pursuant to this Indenture, other
         than any such Securities in respect of which there shall have been
         presented to the Trustee proof satisfactory to it that such Securities
         are held by a bona fide purchaser in whose hands such Securities are
         valid obligations of the Company.

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be


                                      -5-
<PAGE>   12


Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which are registered in the Security Register
in the name of the Company, any obligor stated to be so obligated on such
Securities or any Affiliate of the Company or such obligor which is listed as
such on an Officers' Certificate delivered to the Trustee for that series shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee for such series the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Paying Agent" means for any series any Person authorized by the
Company to pay or deliver the principal of (and premium, if any), Maturity
Consideration or interest on, any Securities of that series on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any),
Maturity Consideration and interest on the Securities of that series are payable
or deliverable as specified as contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Principal Constituent Bank" means Fleet National Bank or such other
Constituent Bank(s) as may be designated from time to time, pursuant to a Board
Resolution and set forth in an Officer's Certificate, pursuant to the terms of
Section 301 hereof. If a Constituent Bank is designated as a Principal
Constituent Bank in connection with the Securities of any series, such Principal
Constituent Bank shall remain a Principal Constituent Bank until such time as
the Securities of such series are repaid.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price or Maturity Consideration specified in such Security
at which it is to be redeemed pursuant to this Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Required Currency" means the currency in which principal of (and
premium, if any), Maturity Consideration and interest on a Security is payable
pursuant to Section 311.

         "Responsible Officer", means, when used with respect to The Bank of New
York, an officer within the corporate trust department and, when used with
respect to any other Trustee, any trust officer or any other officer performing
functions similar to those performed by the persons who at the time shall be
such officers, and any other officer of such Trustee to whom corporate trust
matters are


                                      -6-

<PAGE>   13


referred because of his knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Security Register", "Security Registrar" and "Co-Security Registrar"
have the respective meanings specified in Section 305.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Specified Currency" means the currency in which the Securities of any
series are denominated.

         "Stated Maturity", when used with respect to any Security or any
installment of principal, Maturity Consideration thereof or interest thereon,
means the date specified in such Security or a coupon representing such
installment of interest as the fixed date on which the principal or Maturity
Consideration of such Security or such installment of principal, Maturity
Consideration or interest is due and payable or deliverable.

         "Subsidiary" means a corporation more than 50% of the Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.

         "Trustee" means the Person named as "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to the securities of that series.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed, except as provided in Section 905.

         "U.S. Government Obligations" has the meaning specified in Section 403.

         "Vice President", when used with respect to the Company or a Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

         "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

         SECTION 102.  Compliance Certificates and Opinions.

         Upon any application or request by the Company to any Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
such Trustee an Officers' Certificate stating that all conditions precedent
(including any covenants, compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including any covenants,
compliance with which constitutes a condition precedent), if any, have been
complied with, except that in the case of any such application or request as to
which the


                                      -7-
<PAGE>   14


furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 1009) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

         SECTION 103.  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 104.  Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of any series may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section


                                      -8-
<PAGE>   15


601) conclusive in favor of such Trustee and the Company, if made in the manner
provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which such Trustee deems sufficient.

         (c) The ownership of Securities shall be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof or
the Holder of any Predecessor Security in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

         (e) For purposes of determining the principal amount of Outstanding
Securities of any series, or if such outstanding Securities are not payable at
Maturity for a fixed principal amount, the issue price, the Securityholders of
which are required, requested or permitted to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act under
the Indenture, each Security denominated in a Foreign Currency shall be deemed
to have a principal amount or issue price determined by converting the principal
amount or issue price of such Security in the currency or currencies in which
such Security is denominated into U.S. dollars at the Exchange Rate(s) as of
9:00 A.M. New York City time as determined by an Exchange Rate Agent (as
evidenced by a certificate of such Exchange Rate Agent) on the date such Act is
delivered to the Trustee pursuant to Section 104(a). Any such determination by
the Company or an Exchange Rate Agent shall be conclusive and binding on the
Holders and the Trustee, and neither the Company nor such Exchange Rate Agent
shall be liable therefor in the absence of bad faith.

         (f) The Company may, but shall not be obligated to, set a record date
for purposes of determining the identity of Holders entitled to vote or consent
to any action by vote or consent authorized or permitted under this Indenture,
which record date shall be the later of 10 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 701 of this Indenture prior to such solicitation. If
a record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No such vote or consent shall be valid or effective for more than
120 days after such record date.

         SECTION 105.  Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


                                      -9-
<PAGE>   16


                  (1) the Trustee by any Holder of any Securities or by the
         Company shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office; or

                  (2) the Company by the Trustee or by any Holder of Securities
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing and mailed, first-class
         postage prepaid, to the Company addressed to the attention of its
         Secretary at the address of its principal office specified in the first
         paragraph of this instrument, or at any other address previously
         furnished in writing to such Trustee by the Company.

         SECTION 106.  Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any series of
Securities of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. In the
event that notice to Holders is given as provided in this Section 106, such
notice shall be deemed sufficient as to all Holders and shall be conclusively
presumed to have been given whether or not actually received. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of such Trustee shall
constitute a sufficient notification for every purpose hereunder.

         SECTION 107.  Conflict with Trust Indenture Act.

         If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Section 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such
imposed duties shall control.

         SECTION 108.  Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         SECTION 109.  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

         SECTION 110.  Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 111.  Benefits of Indenture.


                                      -10-
<PAGE>   17


         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

         SECTION 112.  Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles thereof.

         SECTION 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment or delivery of interest or principal (and premium, if any)
or Maturity Consideration need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day, or such other
Business Day as may be specified in an Officers' Certificate delivered to the
appropriate Trustee pursuant to Section 301 hereof, at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

         SECTION 114.  Judgment Currency; Payment to Be in Proper Currency.

         Each reference in any Security, or in the Board Resolution relating
thereto, to any currency shall be of the essence. Subject to Section 311(d), the
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum or amount of Maturity Consideration due or
payable in respect of the principal of (and premium, if any), Maturity
Consideration or interest on the Securities of any series in a Specified
Currency into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the Exchange Rate (as determined
by the Exchange Rate Agent) as of 11:00 a.m. New York City time on the New York
Banking Day immediately preceding that on which final unappealable judgment is
given and (b) its obligations to make any payment or delivery of principal of
(and premium, if any), Maturity Consideration and interest on any Security (i)
shall not be discharged or satisfied by any tender by the Company, or recovery
by the Trustee, either pursuant to any judgment (whether or not entered in
accordance with subsection (a) above or otherwise, in any currency other than
the Required Currency, except to the extent that any such tender or recovery
shall result in such Trustee timely holding the full amount of the Required
Currency then due and payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such timely
holding shall fall short of the full amount of the Required Currency so
expressed to be then due and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close. Except as permitted under Section 311(d), if any such tender or recovery
is in a currency other than the Required Currency, the Trustee for the series
may take such actions as it considers appropriate to exchange such currency for
the Required Currency; provided, however, that the Trustee shall have no
obligation to make any payment in any currency other than the currency tendered
to or recovered by such Trustee. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, and it shall remain fully liable for any
shortfall or delinquency in the full amount of the Required Currency then due
and payable, and in no circumstances shall the Trustee be liable


                                      -11-
<PAGE>   18


therefor. The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee for the series, is less than
the full amount of the Required Currency then due and payable.

         SECTION 115.  Moneys of Different Currencies to be Segregated.

         The Trustee shall segregate all moneys, funds and accounts held by such
Trustee hereunder in one currency from any moneys, funds and accounts in any
other currencies, notwithstanding any provision herein which would otherwise
permit such Trustee to commingle such moneys, funds and accounts.

                                   ARTICLE TWO

                                 SECURITY FORMS

         SECTION 201.  Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.



         The Trustees' certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         SECTION 202.  Form of Securities

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution. Upon or prior to the delivery of a
Security in any such form to the Trustee for authentication, the Company shall
deliver to the Trustee the following:

                  (i) the Board Resolution by or pursuant to which such form of
         Security has been approved, certified by the Secretary or an Assistant
         Secretary of the Company;

                  (ii) the Officers' Certificate required by Section 301 of this
         Indenture;

                  (iii) the Company Order required by Section 303 of this
         Indenture; and


                                      -12-
<PAGE>   19


                  (iv) the Opinion of Counsel required by Section 303 of this
         Indenture.

         SECTION 203.  Form of Trustee's Certificate of Authentication.

         This is one of the Securities of the series provided for under the
within mentioned Indenture.


                                             THE BANK OF NEW YORK,

                                             as Trustee



                                             By ________________________________
                                                 Authorized Signatory


                                                 Dated: __________________

                                  ARTICLE THREE

                                 THE SECURITIES


         SECTION 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

                  (1) the title of the Securities, including CUSIP numbers, of
         the series (which shall distinguish the Securities of the series from
         all other Securities);

                  (2) the Trustee for the Securities of the series (which
         Trustee shall be the Trustee named herein or a successor Trustee
         appointed in accordance with the terms of this Indenture);

                  (3) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or
         1107);

                  (4) the date or dates on which the principal or Maturity
         Consideration of the Securities of the series is payable or
         deliverable;

                  (5) the rate or rates, or the method to be used in
         ascertaining the rate or rates, at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, the Interest Payment Dates on which such interest shall
         be payable or deliverable and the Regular Record Date for the interest
         payable or deliverable on any Interest Payment Date;


                                      -13-

<PAGE>   20


                  (6) the place or places where the principal of (and premium,
         if any), Maturity Consideration and interest on Securities of the
         series shall be payable or deliverable, the place or places where the
         Securities of such series may be presented for registration of transfer
         or exchange, and the place or places where notices and demands to or
         upon the Company in respect of the Securities of such series may be
         made;

                  (7) the period or periods within which, the price, prices or
         Maturity Consideration at which and the terms and conditions upon which
         Securities of the series may be redeemed, in whole or in part, at the
         option of the Company;

                  (8) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of such series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (9) the denominations in which Securities of the series shall
         be issuable;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 502;

                  (11) (A) the currency of denomination of the Securities of the
         series, which may be in U.S. dollars or any Foreign Currency, (B) if
         such currency of denomination of such series is a composite currency
         other than the Euro, the agency or organization, if any, responsible
         for overseeing such composite currency and (C) if such Securities are
         denominated in a Foreign Currency, the financial center relative to the
         Foreign Currency;

                  (12) If the Securities of the series are to be denominated in
         a Foreign Currency, whether the Holders thereof may elect to have
         payments of the principal of (and premium, if any) and interest on such
         Securities made in such Foreign Currency;

                  (13) if the Securities of the series are to be denominated in
         a Foreign Currency, the designation of an Exchange Rate Agent;

                  (14) if the amount of payments of principal of (and premium,
         if any), Maturity Consideration or interest, if any, on the Securities
         of the series may be determined with reference to an index based on a
         coin or currency other than that in which the Securities are stated to
         be payable, the manner in which such amounts shall be determined;

                  (15) the extent to which any of the Securities will be
         issuable in temporary or permanent global form, and the manner in which
         any interest payable or deliverable on a temporary or permanent global
         Security shall be paid or delivered;

                  (16) any addition to or modification or deletion of any Event
         of Default or covenants of the Company with respect to the Securities
         of such series whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set forth herein;

                  (17) any covenant solely for the benefit of the Securities of
         the series;

                  (18) the applicability of Section 403 of this indenture to the
         Securities of the series;


                                      -14-
<PAGE>   21


                  (19) the appointment of any Paying Agent or Agents for the
         Securities of such series;

                  (20) whether, and the terms and conditions relating to when
         the Company may satisfy all or part of its obligations with regard to
         payment or delivery upon Maturity, or any redemption or required
         repurchase or in connection with any exchange provisions, or any
         interest payment, by paying or delivering Maturity Consideration to the
         Holders of the Securities; and

                  (21) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
such indenture supplemental hereto.

         At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         SECTION 302.  Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

         SECTION 303.  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, one of its Vice Chairmen or one of its
Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and such other documents as such
Trustee may reasonably request, and such Trustee in accordance with the Company
Order and subject to the provisions hereof shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
such Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:


                                      -15-
<PAGE>   22


                  (a) if the form of such securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (b) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (c) that all conditions precedent to the authentication and
         delivery of such Securities have been complied with and that such
         Securities, when authenticated and delivered by the Trustee for such
         series and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting the enforcement of creditors, rights and to general equity
         principles.

         If such form or terms have been so established, such Trustee shall not
be required to authenticate such Securities if the issuance of such Securities
pursuant to this Indenture will affect such Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to such Trustee.

         Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

         Each Security shall be dated the date of its authentication.

         No Security of any series shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

         SECTION 304.  Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee for such series shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations.
Until so exchanged the temporary



                                      -16-
<PAGE>   23

Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

         SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 305 or Section 1002 a register
(being the combined register of the Security Registrar and all Co-Security
Registrars and herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby initially appointed Security Registrar with
respect to the series of Securities for which it is acting as Trustee, in each
case for the purpose of registering Securities and transfers of Securities as
herein provided.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company, the Security Registrar or the
Co-Security Registrar for the series) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Co-Security Registrar for the series duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         Neither the Company, the Security Registrar nor any Co-Security
Registrar shall be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 1103 and ending at the close
of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security of any series is surrendered to the Trustee,
together with such security or indemnity as may be required by the Company or
the Trustee to save each of them harmless, the Company shall execute and such
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

                                      -17-
<PAGE>   24


         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request such Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security or deliver the Maturity
Consideration deliverable thereon.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of such Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 307.  Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided, as contemplated by Section 301, interest on
any Security which is payable or deliverable, and is punctually paid, delivered
or duly provided for, on any Interest Payment Date shall be paid or delivered to
the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business of the Regular Record Date for such
interest, PROVIDED, HOWEVER, that in the case of a Security originally issued
between a Regular Record Date and the Interest Payment Date or on an Interest
Payment Date relating to such Regular Record Date, interest for the period
beginning on the date of issue and ending on such Interest Payment Date shall be
paid or delivered on the next succeeding Interest Payment Date to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date with respect to such
succeeding Interest Payment Date.

         Any interest on any Security of any series which is payable or
deliverable, but is not punctually paid, delivered or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable or deliverable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid or
delivered by the Company, at its election in each case, as provided in Clause
(1) or (2) below:

                  (1) The Company may elect to make payment or delivery of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment or
         delivery of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid or delivered on
         each Security of such series and

                                      -18-
<PAGE>   25


         the date of the proposed payment or delivery, and at the same time the
         Company shall deposit with such Trustee an amount of money or other
         property equal to the aggregate amount proposed to be paid or delivered
         in respect of such Defaulted Interest or shall make arrangements
         satisfactory to such Trustee for such deposit prior to the date of the
         proposed payment or delivery, such money or other property when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this Clause provided. Thereupon such
         Trustee shall fix a Special Record Date for the payment or delivery of
         such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment or delivery
         and not less than 10 days after the receipt by such Trustee of the
         notice of the proposed payment or delivery. Such Trustee shall promptly
         notify the Company of such Special Record Date and, in the name and at
         the expense of the Company, shall cause notice of the proposed payment
         or delivery of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder of
         Securities of such series at his address as it appears in the Security
         Register, not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment or delivery of such Defaulted Interest
         and the Special Record Date therefor having been so mailed, such
         Defaulted Interest shall be paid or delivered to the Persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable or deliverable pursuant to
         the following Clause (2).

                  (2) The Company may make payment or delivery of any Defaulted
         Interest on the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment or delivery pursuant to this Clause, such
         manner of payment shall be deemed practicable by such Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 308.  Persons Deemed Owners.

         Prior to due presentment of a Security of any series for registration
of transfer, the Company, the Trustee and any agent of the Company or such
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment or delivery of
principal of (and premium, if any), Maturity Consideration in respect of, and
(subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
such Trustee nor any agent of the Company or such Trustee shall be affected by
notice to the contrary.

         SECTION 309.  Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be canceled and delivered to
such Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities of such series previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for


                                      -19-
<PAGE>   26


any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by such Trustee shall
be disposed of by the Trustee in accordance with its customary procedures and
such Trustee shall provide to the Company, if requested by the Company, a
certificate of such disposition.

         SECTION 310.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.

         SECTION 311.  Payment in Currencies.

         (a) Unless otherwise provided in Section 301 hereof, subject to
subsection (b) hereof, if the Maturity Consideration is to be satisfied by a
cash payment, payment of the principal of (and premium, if any), Maturity
Consideration and interest on the Securities of any series, whether or not
denominated in a Foreign Currency pursuant to Section 301 shall be made in U.S.
dollars. If a series of Securities is denominated in a Foreign Currency, the
amount receivable in U.S. dollars by the Holders of such series shall be
determined as provided in Section 311(c).

         (b) If authorized pursuant to Section 301, any Holder of a Security of
a series of Securities denominated in a Foreign Currency may elect to receive
payments in the Foreign Currency in which such Security is denominated pursuant
to Section 301. A Holder may make such election by delivering to the Trustee a
written notice thereof, in such form as may be acceptable to such Trustee, not
later than the close of business on the Regular Record Date or Special Record
Date, as the case may be, immediately preceding the applicable Interest Payment
Date or the fifteenth day immediately preceding the Maturity of an installment
of principal, as the case may be. Such election shall remain in effect with
respect to such Holder until such Holder delivers to such Trustee a written
notice rescinding such election; PROVIDED, HOWEVER, that any such notice must be
delivered to such Trustee not later than the close of business on the Regular
Record Date or Special Record Date, as the case may be, immediately preceding
the next Interest Payment Date or the fifteenth day immediately preceding the
Maturity of an installment of principal, as the case may be, in order to be
effective for the payment to be made thereon; and PROVIDED, FURTHER, that no
such rescission may be made with respect to payments to be made on any Security
with respect to which notice of redemption has been given by the Company
pursuant to Article Eleven. The Trustee will advise the Company, in writing, of
the aggregate amount payable in a Foreign Currency pursuant to an election under
this subsection (b).

         (c) For each series of securities denominated in a Foreign Currency,
the Exchange Rate Agent shall deliver to the Company and to the Trustee, by
personal delivery, telecopy, or other means reasonably acceptable to such
Trustee and the Company not later than the close of business on the second
Business Day prior to the date each payment is required to be made with respect
to the Securities of such series, a copy of the Exchange Rate Officer's
Certificate relating to each such Foreign Currency. Payments in U.S. dollars
pursuant to Section 311(a) shall be equal to the sum obtained by converting the
specified Foreign Currency, which is to be paid in U.S. dollars pursuant to
Section 311(a), at the applicable Exchange Rate or Market Exchange Rate set
forth in such Exchange Rate Officer's Certificate.

         (d) If the Foreign Currency, other than a composite currency, in which
a series of Securities is denominated is not available to the Company for making
payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then with respect to each date
for the payment of principal of (and premium, if any) and interest on such
series of Securities occurring after the last date on which the Foreign Currency
was so used, all payments with respect to


                                      -20-
<PAGE>   27


the Securities of any such series shall be made in U.S. dollars. If payment is
to be made in U.S. dollars to the Holders of any such series of Securities
pursuant to the provisions of the preceding sentence, then the amount to be paid
in U.S. dollars on a payment date by the Company to the Trustee for the series
and by such Trustee or any Paying Agent to the Holders of Securities of such
series shall be determined by an Exchange Rate Agent and shall be equal to the
sum obtained by converting the specified Foreign Currency into U.S. dollars at
the applicable Market Exchange Rate set forth in an Exchange Rate Officer's
Certificate.

         (e) All decisions and determinations of the Company or an Exchange Rate
Agent regarding the Exchange Rate, Market Exchange Rate or conversion of Foreign
Currency into U.S. dollars pursuant to Section 104(e) or this Section shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company (in the case of a determination by an Exchange Rate
Agent), the Trustee, any Paying Agent and all Holders of the Securities of such
series. If a Foreign Currency (other than a composite currency) in which payment
of a series of Securities may be made, pursuant to subsection (a) above, is not
available to the Company for making payments thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company, the
Company, after learning thereof, will give notice thereof to the Trustee
immediately (and such Trustee promptly thereafter will give notice to the
Holders of such series of Securities denominated in a Foreign Currency in the
manner provided in Section 106) specifying the last date on which such Foreign
Currency was used for the payment of principal of (and premium, if any), or
interest on such series of Securities. In the event any composite currency in
which a Security is denominated or payable ceases to be used for the purposes
for which it was established or is not available due to circumstances beyond the
control of the Company, the Company, after learning thereof, will give notice
thereof to the Trustee immediately (and such Trustee thereafter will give notice
to the Holders of such series of Securities denominated in a Foreign Currency in
the manner provided in Section 106). In the event of any subsequent change in
any Component of any composite currency in which a series of Securities is
denominated or payable, the Company, after learning thereof, will give notice to
the Trustee for the series similarly (and such Trustee promptly thereafter will
give notice to the Holders in the manner provided in Section 106). The Trustee
shall be fully justified and protected in relying and acting upon the
information so received by it from the Company and from any Exchange Rate Agent
and shall not otherwise have any duty or obligation to determine such
information independently. The Company agrees to appoint and maintain an
Exchange Rate Agent for the performance of the obligations of the Exchange Rate
Agent Specified herein.

         SECTION 312.  CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; PROVIDED that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and


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<PAGE>   28


each Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

         (1)      either

                  (A) all Securities theretofore authenticated and delivered
                  (other than (i) Securities which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 306 and (ii) Securities for whose payment money or, if
                  applicable, such other property constituting Maturity
                  Consideration if determinable has theretofore been deposited
                  in trust or segregated and held in trust by the Company and
                  thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 1003) have been canceled and
                  delivered to the appropriate Trustee; or

                  (B) all such Securities not theretofore canceled and delivered
                  to the appropriate Trustee

                                    (i)   have become due and payable, or

                                    (ii)  will become due and payable at their
                           Stated Maturity within one year, or

                                    (iii) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           appropriate Trustee for the giving of notice of
                           redemption by such Trustee in the name, and at the
                           expense, of the Company, and the Company, in the case
                           of (i), (ii) or (iii) above, has deposited or caused
                           to be deposited with such Trustee as trust funds in
                           trust for the purpose an amount sufficient to pay and
                           discharge the entire indebtedness on such Securities
                           of the relevant series not theretofore delivered to
                           such Trustee for cancellation, for principal (and
                           premium, if any) and interest to the date of such
                           deposit (in the case of Securities which have become
                           due and payable) or to the Stated Maturity or
                           Redemption Date, as the case may be or, if
                           applicable, such other property constituting Maturity
                           Consideration if determinable;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. The effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from the Trustee hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


                                      -22-
<PAGE>   29


         SECTION 402.  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money, property, U.S. Government Obligations and Foreign Government Obligations
deposited with the Trustee pursuant to Sections 401 and 403 in respect of
Securities of a series shall be held in trust and applied by it, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any), Maturity Consideration and interest for
whose payment such money has been deposited with the Trustee; unless otherwise
specified herein, such money need not be segregated from other funds except to
the extent required by law.

         SECTION 403. Satisfaction, Discharge and Defeasance of Securities of
any Series. If this Section 403 is specified, as contemplated by Section 301, to
be applicable to the Securities of any series, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Securities of any
such series at the time Outstanding, and, upon Company Request, the Trustee for
the series, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction, discharge and defeasance of such indebtedness, when

         (1)      either

                           (A) with respect to all Securities of such series at
                  the time Outstanding, the Company shall have deposited or
                  caused to be deposited irrevocably with the Trustee as trust
                  funds in trust, (i) in the case of Securities denominated in a
                  Foreign Currency, money in such Foreign Currency or such
                  Foreign Government Obligations (as defined below) of the
                  government or governments issuing such Foreign Currency or a
                  combination thereof, or (ii) in the case of Securities
                  denominated in U.S. dollars, U.S. dollars or U.S. Government
                  Obligations (as defined below) or a combination thereof, in
                  each case, in an amount which, or which through the payment of
                  interest, principal and premium, if any, in respect thereof in
                  accordance with their terms will provide (without any
                  reinvestment of such interest, principal or premium), not
                  later than one Business Day before the due date of any payment
                  in respect of the Securities for such series, money in an
                  amount sufficient (in the case of a deposit including any U.S.
                  Government Obligations or Foreign Government Obligations in
                  the opinion of a nationally recognized firm of independent
                  public accountants expressed in a written certification
                  thereof delivered to such Trustee at or prior to the time of
                  such deposit) to pay and discharge each installment of
                  principal of (including any mandatory sinking fund payments),
                  premium, if any, and interest on, the Outstanding Securities
                  of such series on the dates such installments of principal
                  (and premium, if any), and interest are due or the Stated
                  Maturity or date of redemption of such series, if applicable;
                  or

                           (B) the Company has properly fulfilled such other
                  means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the
                  Securities of such series;

                  (2) the Company shall have delivered to the Trustee an
         Officers' Certificate certifying as to whether the Securities of such
         series are then listed on the New York Stock Exchange;


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<PAGE>   30


                  (3) if the Securities of such series are then listed on the
         New York Stock Exchange, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Company's exercise
         of its option under this Section would not cause such Securities to be
         delisted;

                  (4) no Event of Default or event (including such deposit)
         which, with notice or lapse of time, or both, would become an Event of
         Default with respect to the Securities of such series shall have
         occurred and be continuing on the date of such deposit as evidenced to
         such Trustee in an Officers' Certificate delivered to such Trustee
         concurrently with such deposit;

                  (5) the Company shall have paid or caused to be paid all other
         sums payable with respect to the Securities of such series at the time
         outstanding;

                  (6) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (7) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that Holders of the Securities of such series
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of the Company's exercise of its option under this Section
         403 and will be subject to Federal income tax on the same amount and in
         the manner and at the same times as would have been the case if such
         option had not been exercised, and, in the case of the Securities of
         such series being discharged, accompanied by a ruling to that effect
         received from, or published by, the Internal Revenue Service;

                  (8) the Company shall have delivered to the Trustee for the
         series an Officers' Certificate and an Opinion of Counsel, each stating
         that all conditions precedent herein provided for relating to the
         satisfaction, discharge and defeasance of the entire indebtedness on
         all Securities of any such series at the time Outstanding have been
         complied with; and

                  (9) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that immediately following the deposit described
         in clause (1) above neither the Company nor the Trust held by the
         Trustee shall be an "investment company" or a company "controlled" by
         an "investment company" within the meaning of the Investment Company
         Act of 1940.

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

         "Foreign Government Obligations" means securities denominated in a
Foreign Currency that are (i) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, which, in either
case, under clauses (i) or (ii) are not callable or redeemable at the option of
the issuer thereof.


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<PAGE>   31


         Any deposits with the Trustee for the series referred to in Sections
401 and 403(l)(A) above shall be irrevocable and shall be made under the terms
of an escrow trust agreement in form and substance reasonably satisfactory to
the Trustee. If any Securities of a series with respect to which a deposit has
been made pursuant to Sections 401 and 403(l) (A) at the time outstanding are to
be redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and
the Company shall make such arrangements as are satisfactory to the Trustee for
the series for the giving of notice of redemption by the Trustee for the series
in the name, and at the expense, of the Company. If the Securities of such
series are not to become due and payable at their Stated Maturity or upon call
for redemption within one year of the date of deposit, then the Company shall
give, promptly after the date of such deposit, notice of such deposit to the
Holders of Securities of such series.

         Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Securities of any series at the time Outstanding, the
terms and conditions of such series, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company (except as to any surviving rights of conversion or
registration of transfer or exchange and rights relating to mutilated,
destroyed, lost and stolen Securities pursuant to Section 306 of Securities of
such series expressly provided for herein or in the form of Security of such
series); PROVIDED, that the Company shall not be discharged from any payment
obligations in respect of Securities of such series which are deemed not to be
Outstanding under clause (iii) of the definition thereof if such obligations
continue to be valid obligations of the Company under applicable law; and
PROVIDED FURTHER that in the event a petition for relief under the Bankruptcy
Reform Act of 1978 or a successor statute is filed with respect to the Company
within 91 days after the deposit, the entire indebtedness on all Securities of
such series shall not be discharged and in such event the Trustee shall return
such deposited funds or obligations as it is then holding to the Company on
Company Request.

         SECTION 404. Repayment to Company. After the payment in full of the
entire indebtedness of a series of Securities with respect to which a deposit
has been made with the Trustee pursuant to Section 403, such Trustee and any
Paying Agent for such series shall upon Company Request promptly return to the
Company any money, U.S. Government Obligations or Foreign Government Obligations
held by them that are not required for the payment of the principal of (and
premium, if any), and interest on the Securities of such series.

         SECTION 405. Reinstatement. If the Trustee is unable to apply any
money, U.S. Government Obligations or Foreign Government Obligations in
accordance with Section 403 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 403 until such time as the
Trustee is permitted to apply all such money, U.S. Government Obligations or
Foreign Government Obligations in accordance with Section 403.

                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 501.  Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


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<PAGE>   32


                  (1) default in the payment or delivery of any interest upon
         any Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity; or

                  (3) default in the delivery or payment of Merger Consideration
         when due; or

                  (4) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

                  (5) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, for such
         series by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or any
         Principal Constituent Bank in an involuntary case or proceeding under
         any applicable Federal or State bankruptcy, insolvency, reorganization
         or other similar law or (B) a decree or order appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or any Principal Constituent Bank or of any
         substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days; or

                  (7) the commencement by the Company or any Principal
         Constituent Bank of a voluntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or of any other case or proceeding to be adjudicated a
         bankrupt or insolvent, or the consent by any of the foregoing to the
         entry of a decree or order for relief in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding, or the filing by
         any of the foregoing of a petition or answer or consent seeking
         reorganization or relief under any applicable Federal or State law, or
         the consent by any of the foregoing to the filing of such petition or
         to the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or similar official of the
         Company or any Principal Constituent Bank or of any substantial part of
         the property of any, or the making by any of the foregoing of an
         assignment for the benefit of creditors, or the admission by any of the
         foregoing in writing of its inability to pay its debts generally as
         they become due, or the taking of corporate action by the Company or
         any Principal Constituent Bank in furtherance of any such action; or

                  (8) any other Event of Default provided with respect to
         Securities of that series.


                                      -26-
<PAGE>   33


         SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount or, if such Securities
are not payable at Maturity for a fixed principal amount, 25% of the aggregate
issue price of the Outstanding Securities of that series may declare the
principal amount or Maturity Consideration (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all of the Securities of that
series to be due and payable or deliverable immediately, by a notice in writing
to the Company (and to such Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) or Maturity
Consideration shall become immediately due and payable or deliverable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money or other property due or deliverable has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount or, if such Securities are not payable at Maturity for a
fixed principal amount, the aggregate issue price of the Outstanding Securities
of that series, by written notice to the Company and such Trustee, may rescind
and annul such declaration and its consequences if

                  (1) the Company has paid, or deposited with or delivered to
         the Trustee a sum or other property sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) or
                  Maturity Consideration of any Securities of that series which
                  have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate or rates
                  prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D) all sums paid by such Trustee hereunder, the
                  Security Registrar, the Co-Security Registrar for such series
                  and any Paying Agent and the reasonable compensation,
                  expenses, disbursements and advances of any one of them and
                  their agents and counsel; and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of, or non-delivery
         of the Maturity Consideration of, Securities of that series which have
         become due solely by such declaration of acceleration, have been cured
         or waived as provided in Section 513.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) or the delivery of the Maturity Consideration of
         any Security at the Maturity thereof,


                                      -27-
<PAGE>   34


the Company will, upon demand of the Trustee, pay or deliver to it, for the
benefit of the Holders of such Securities, the whole amount or other property
then due and payable or deliverable on such Securities for principal (and
premium, if any), Maturity Consideration and interest on and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any), Maturity Consideration and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel.

         If the Company fails to pay or deliver such amounts and/or other
consideration forthwith upon such demand, such Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums or other property so due and unpaid or not delivered, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys or other property adjudged or decreed to be payable or deliverable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as such Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         SECTION 504.  Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal or Maturity
Consideration of the Securities shall then be due and payable or deliverable as
therein expressed or by declaration or otherwise and irrespective of whether the
filing Trustee shall have made any demand on the Company for the payment of
overdue principal or interest or delivery of the Maturity Consideration) shall
be entitled and empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any), Maturity Consideration and interest
         owing and unpaid or undelivered in respect of the Securities of each
         series for which the filing Trustee is Trustee and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of such Trustee (including any claim for the reasonable
         compensation, expenses and disbursements of such Trustee, its agents
         and counsel) and of the Holders allowed in such judicial proceeding,
         and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities of each series to make such payments or deliveries to
the Trustee and, in the event that such Trustee shall consent to the making of
such payments or deliveries directly to the Holders, to pay to such Trustee any
amount due it for the


                                      -28-
<PAGE>   35


reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel, and any other amounts due such Trustee under Section
607.

         Nothing herein contained shall be deemed to authorize any Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize any Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by any Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by any Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 506. Application of Money or other Property Collected. Any
money or other property collected by the Trustee with respect to Securities of a
series pursuant to this Article shall be applied in the following order, at the
date or dates fixed by such Trustee and, in case of the distribution of such
money or other property on account of principal (or premium, if any), Maturity
Consideration or interest upon presentation of the Securities of such series and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

         FIRST: To the payment of all amounts due such Trustee under Section
607.

         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any), Maturity Consideration and interest on the Securities
of such series, in respect of which or for the benefit of which such money or
other property has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any), Maturity Consideration and interest,
respectively. Subject to Section 311(d)(ii), the Security Holders of each series
of Securities denominated in a Foreign Currency shall be entitled to receive a
ratable portion of the amount determined by an Exchange Rate Agent by converting
the principal amount Outstanding of such series of Securities in the currency in
which such series of Securities is denominated into U.S. dollars at the Exchange
Rate (as determined by the Exchange Rate Agent, as of the date of declaration of
acceleration of the Maturity of the Securities (or, if there is no such rate on
such date for the reasons specified in Section 311(d)(i), the applicable Market
Exchange Rate).

         THIRD:  The balance if any, to the persons entitled thereto.

         SECTION 507.  Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee for that series of a continuing Event of Default with respect
         to the Securities of that series;

                  (2) the Holders of not less than 25% in principal amount or,
         if such Securities are not payable at Maturity for a fixed principal
         amount, the aggregate issue


                                      -29-
<PAGE>   36


         price of the Outstanding Securities of that series shall have made
         written request to the Trustee for that series to institute proceedings
         in respect of such Event of Default in its own name as Trustee
         hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity satisfactory to the Trustee against the costs, expenses and
         liabilities to be incurred in compliance with such request;

                  (4) such Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to such Trustee during such 60-day period by the Holders of
         a majority in principal amount or, if such Securities are not payable
         at Maturity for a fixed principal amount, the aggregate issue price of
         the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders or Holders of any other series, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

         SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium, Maturity Consideration and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment or delivery of the principal of (and premium, if any), Maturity
Consideration and (subject to Section 307) interest on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment or delivery, and such rights shall not be impaired without the
consent of such Holder.

         SECTION 509.  Restoration of Rights and Remedies.

         If any Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
such Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, such Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of such Trustee and the Holders shall
continue as though no such proceeding had been instituted.

         SECTION 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to any Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                      -30-
<PAGE>   37


         SECTION 511.  Delay or Omission Not Waiver.

         No delay or omission of any Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
any Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by such Trustee or by the Holders, as the case may
be.

         SECTION 512.  Control by Holders.

The Holders of a majority in principal amount, or if such Securities are not
payable at Maturity for a fixed principal amount, the aggregate issue price of
the Outstanding Securities of any series, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on such Trustee, with
respect to the Securities of such series; provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture,

                  (2) such Trustee may take any other action deemed proper by
         such Trustee which is not inconsistent with such direction,

                  (3) such direction is not unduly prejudicial to the rights of
         other Holders, and

                  (4) such direction would not involve such Trustee in personal
         liability.

         SECTION 513.  Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount, or if such
Securities are not payable at Maturity for a fixed principal amount, the
aggregate issue price of the Outstanding Securities of any series may on behalf
of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default

                  (1) in the payment or delivery of the principal of (or
         premium, if any), Maturity Consideration or interest on any Security of
         such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 514.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by


                                      -31-
<PAGE>   38


any Holder for the enforcement of the payment of the principal of (or premium,
if any), Maturity Consideration or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

         SECTION 515.  Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Trustee, but will suffer and permit the exercise of every
such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 601.  Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,

                           (1) the Trustee undertakes to perform such duties and
                  only such duties as are specifically set forth in this
                  Indenture and only with respect to series of Securities as to
                  which it is Trustee, and no implied covenants or obligations
                  shall be read into this Indenture against the Trustee; and

                           (2) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to it and
                  conforming to the requirements of this Indenture; but in the
                  case of any such certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture.

         (b) In case an Event of Default has occurred and is continuing as to a
series of Securities as to which it is Trustee, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it shall be proved
         that the Trustee was negligent in ascertaining the pertinent facts;

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a


                                      -32-
<PAGE>   39


         majority in principal amount or, if such Securities are not payable at
         Maturity for a fixed principal amount, the aggregate issue price, of
         the Outstanding Securities of any series as to which it is the Trustee,
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Indenture with respect to the
         Securities of such series; and

         (d) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

         SECTION 602.  Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder known to
the Trustee with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and
addresses appear in the Security Register, notice of such default hereunder,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), Maturity Consideration or interest on any Security of such series or in
the payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(5) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

         SECTION 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601:

                  (a) the Trustee may conclusively rely and shall be protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document believed by it to be genuine and to have
         been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors of the Company may be
         sufficiently evidenced by a Board Resolution of the Company;

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed), may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;


                                      -33-
<PAGE>   40


                  (d) the Trustee may consult with counsel of its selection and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee security or indemnity
         satisfactory to the Trustee against the costs, expenses and liabilities
         which might be incurred by it in compliance with such request or
         direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but such Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (h) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (i) the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture; and

                  (j) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder.

         SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         SECTION 605.  May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of


                                      -34-
<PAGE>   41


Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         SECTION 606.  Money or Other Property Held in Trust.

         Money held by the Trustee in trust or by any Paying Agent hereunder
need not be segregated from other funds or other property except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money or other property received by it hereunder.

         SECTION 607.  Compensation and Reimbursement.

         The Company agrees

                  (1) to pay the Trustee, the Security Registrar, any
         Co-Security Registrar and any Paying Agent, as the case may be, from
         time to time such compensation as shall be agreed in writing between
         the Company and the Trustee for all services rendered by them hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee, the Security Registrar, any Co-Security
         Registrar and any Paying Agent, as the case may be, upon their request
         for all reasonable expenses, disbursements and advances incurred or
         made by any one of them in accordance with any provision of this
         Indenture (including the reasonable compensation and the expenses and
         disbursements of their agents and counsel), except any such expense,
         disbursement or advance as may be attributable to their negligence or
         bad faith;

                  (3) to indemnify each of the Trustee, the Security Registrar,
         any Co-Security Registrar and any Paying Agent, as the case may be,
         for, and to hold each of them harmless against, any and all loss,
         liability, damage, claim or expense, including taxes (other than taxes
         based on the income of the Trustee) incurred without negligence or bad
         faith arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder, including the costs
         and expenses of defending themselves against any claim (whether
         asserted by the Company, a Holder or any other Person) or liability in
         connection with the exercise or performance of any of their powers or
         duties hereunder (unless the Trustee, Security Registrar, a Co-Security
         Registrar or Paying Agent was negligent or acted in bad faith in such
         exercise or performance); and

                  (4) as security for the performance of the obligations of the
         Company pursuant to this Section 607, the Trustee for the Securities of
         any series shall have a lien prior to the Securities of all such series
         upon all property and funds held or collected by the Trustee as such,
         except funds held in trust for the payment of principal of (and
         premium, if any) or interest, if any, on the Securities of any such
         series.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 608.  Disqualification; Conflicting Interests.

         The Trustee for the Securities issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with
respect to Securities of any particular series of Securities other than that
series. Nothing herein shall prevent the


                                      -35-
<PAGE>   42


Trustee from filing with the Securities and Exchange Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.


         SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall at all
times be either

                           (i) a corporation organized and doing business under
                  the laws of the United States of America, any State thereof or
                  the District of Columbia, authorized under such laws to
                  exercise corporate trust powers, and subject to supervision or
                  examination by Federal, State or District of Columbia
                  authority; or

                           (ii) a corporation or other Person organized and
                  doing business under the laws of a foreign government that is
                  permitted to act as Trustee pursuant to a rule, regulation or
                  order of the Commission, authorized under such laws to
                  exercise corporate trust powers, and subject to supervision or
                  examination by authority of such foreign government or a
                  political subdivision thereof substantially equivalent to
                  supervision or examination applicable to United States
                  institutional trustees; in either case having a combined
                  capital and surplus of at least $50,000,000.

         If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any person directly or indirectly controlling,
controlled by, or under common control with the Company shall serve as trustee
for the Securities of any series issued hereunder. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         SECTION 610.  Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more of such series by giving written notice
         thereof to the Company. If the instrument of acceptance by a successor
         Trustee required by Section 611 shall not have been delivered to the
         resigning Trustee within 30 days after the giving of such notice of
         resignation, the resigning Trustee may petition, at the expense of the
         Company, any court of competent jurisdiction for the appointment of a
         successor Trustee.

                  (c) The Trustee may be removed at any time with respect to the
         Securities of any series by Act of the Holders of a majority in
         principal amount of the Outstanding Securities of such series,
         delivered to such Trustee and to the Company. If an instrument of
         acceptance by a successor Trustee shall not have been delivered to the
         Trustee within 30 days after the giving of such notice of removal, the
         Trustee being removed may petition, at the expense of the Company, any
         court of competent


                                      -36-
<PAGE>   43


         jurisdiction for the appointment of a successor Trustee with respect to
         the Securities of such series.

                  (d)      If at any time:

                           (1) the Trustee shall fail to comply with Section
                  310(b) of the Trust Indenture Act after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security of any series for at least six
                  months, or

                           (2) the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any such Holder, or

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation;

         then, in any such case, (i) the Company by a Board Resolution may
         remove the Trustee with respect to all Securities, or (ii) subject to
         Section 514, any Holder who has been a bona fide Holder of a Security
         for at least six months may, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the removal of the Trustee with respect to all Securities and the
         appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of
         Trustee for any cause, with respect to the Securities of one or more
         series, the Company, by a Board Resolution, shall promptly appoint a
         successor Trustee or Trustees with respect to the Securities of that or
         those series (it being understood that any such successor Trustee may
         be appointed with respect to the Securities of one or more or all of
         such series and that at any time there shall be only one Trustee with
         respect to the Securities of any particular series) and shall comply
         with the applicable requirements of Section 611. If, within one year
         after such resignation, removal or incapability, or the occurrence of
         such vacancy, a successor Trustee with respect to the Securities of any
         series shall be appointed by Act of the Holders of a majority in
         principal amount of the Outstanding Securities of such series delivered
         to the Company and the retiring Trustee, the successor Trustee so
         appointed shall, forthwith upon its acceptance of such appointment in
         accordance with the applicable requirements of Section 611, become the
         successor Trustee with respect to the Securities of such series and to
         that extent supersede the successor Trustee appointed by the Company.
         If no successor Trustee with respect to the Securities of any series
         shall have been so appointed by the Company or the Holders and accepted
         appointment in the manner required by Section 611, any holder who has
         been a bona fide Holder of a Security of such series for at least six
         months may, on behalf of himself and all others similarly situated,
         petition any court of competent jurisdiction for the appointment of a
         successor Trustee with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a


                                      -37-

<PAGE>   44


         successor Trustee with respect to the Securities of any series by
         mailing written notice of such event by first-class mail, postage
         prepaid, to all Holders of Securities of such series as their names and
         addresses appear in the Security Register. Each notice shall include
         the name of the successor Trustee with respect to the Securities of
         such series and the address of its Corporate Trust Office.

         SECTION 611.  Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
         Trustee with respect to all Securities, every such successor Trustee so
         appointed shall execute, acknowledge and deliver to the Company and to
         the retiring Trustee or Trustees an instrument accepting such
         appointment, and thereupon the resignation or removal of the retiring
         Trustee or Trustees shall become effective and such successor Trustee,
         without any further act, deed or conveyance, shall become vested with
         all the rights, powers, trusts and duties of the retiring Trustee or
         Trustees; but, on the request of the Company or the successor Trustee,
         such retiring Trustee or Trustees shall, upon payment of its charges
         and all amounts owing under Section 607, execute and deliver an
         instrument transferring to such successor Trustee all the rights,
         powers, and trusts of the retiring Trustee or Trustees and shall duly
         assign, transfer and deliver to such successor Trustee all property and
         money held by such retiring Trustee or Trustees hereunder.

                  (b) In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of one or more (but not all)
         series, the Company, the retiring Trustee and each successor Trustee
         with respect to the Securities of one or more series shall execute and
         deliver an indenture supplemental hereto wherein each successor Trustee
         shall accept such appointment and which (1) shall contain such
         provisions as shall be necessary or desirable to transfer and confirm
         to, and to vest in, each successor Trustee all the rights, powers,
         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, (2) if the retiring Trustee is not retiring
         with respect to all Securities, shall contain such provisions as shall
         be deemed necessary or desirable to confirm that all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series as to which the retiring Trustee is
         not retiring shall continue to be vested in the retiring Trustee, and
         (3) shall add to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the administration of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental indenture shall constitute such
         Trustees co-trustees of the same trust, that each such Trustee shall be
         trustee of a trust or trusts hereunder separate and apart from any
         trust or trusts hereunder administered by any other such Trustee and
         that no Trustee shall be responsible for any notice given to, or
         received by, or any act or failure to act on the part of any other
         Trustee hereunder, and upon the execution and delivery of such
         supplemental indenture the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein, such
         retiring Trustee shall with respect to the Securities of that or those
         series to which the appointment of such successor Trustee


                                      -38-
<PAGE>   45


         relates have no further responsibility for the exercise of rights and
         powers or for the performance of the duties and obligations vested in
         the Trustee under this Indenture, and each such successor Trustee
         without any further act, deed or conveyance, shall become vested with
         all the rights, powers, trusts and duties of the retiring Trustee with
         respect to the Securities of that or those series to which the
         appointment of such successor Trustee relates; but, on request of the
         Company or any successor Trustee, such retiring Trustee shall duly
         assign, transfer and deliver to such successor Trustee, to the extent
         contemplated by such supplemental indenture, the property and money
         held by such retiring Trustee hereunder with respect to the Securities
         of that or those series to which the appointment of such successor
         Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
         shall execute any and all instruments for more fully and certainly
         vesting in and confirming to such successor Trustee all such rights,
         powers and trusts referred to in paragraph (a) or (b) of this Section,
         as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
         at the time of such acceptance such successor Trustee shall be
         qualified and eligible under this Article.

         SECTION 612.  Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

         SECTION 613.  Preferential Collection of Claims Against Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture Act
with respect to each series of Securities for which it is Trustee.

         SECTION 614.  Appointment of Authenticating Agent.

         At any time when any of the Securities of any series remain Outstanding
the Trustee may appoint an Authenticating Agent or Agents with respect to any
such series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by a Trustee or a Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of a Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of a Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus as most recently reported or determined by it sufficient under the laws
of any jurisdiction under which it is organized or in which it is doing business
to conduct a trust business, and which is otherwise authorized under such laws
to conduct such business and is subject to supervision or examination by Federal
or State authority. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.


                                      -39-
<PAGE>   46


         The Trustee shall initially act as Authenticating Agent for each series
of Securities issued hereunder.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of any Trustee or the Authenticating Agent.

         An Authenticating Agent with respect to any series may resign at any
time by giving written notice thereof to the Trustee for such series and to the
Company. The Trustee may at any time (and upon request by the Company shall)
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

         Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

         This is one of the Securities of the series provided for under the
within-mentioned Indenture.

                                           THE BANK OF NEW YORK, as Trustee





                                           By __________________________________
                                               As Authenticating Agent





                                           By __________________________________
                                               Authorized Officer

                                      -40-
<PAGE>   47


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, not more than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         such series as of such Regular Record Date; and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of the date not more than 15 days
         prior to the time such list is furnished.

         except that no such lists need be furnished so long as the Trustee is
         in possession thereof by reason of its acting as Security Registrar for
         such series.

         SECTION 702.  Preservation of Information; Communications to Holders.

                  (a) The Trustee shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of Holders contained in
         the most recent list furnished to the Trustee as provided in Section
         701 and the names and addresses of Holders received by the Trustee in
         its capacity as Co-Security Registrar. The Trustee may destroy any list
         furnished to it as provided in Section 701 upon receipt of a new list
         so furnished.

                  (b) If three or more Holders of Securities of any series
         (herein referred to as "applicants") apply in writing to the Trustee,
         and furnish to the Trustee reasonable proof that each such applicant
         has owned a Security for a period of at least six months preceding the
         date of such application, and such application states that the
         applicants desire to communicate with other Holders of such series with
         respect to their rights under this Indenture or under the Securities of
         such series and is accompanied by a copy of the form of proxy or other
         communication which such applicants propose to transmit, then the
         Trustee shall, within five business days after the receipt of such
         application, at its election, either

                           (i) afford such applicants access to the information
                  preserved at the time by the Trustee in accordance with
                  Section 702(a); or

                           (ii) inform such applicants as to the approximate
                  number of Holders whose names and addresses appear in the
                  information preserved at the time by the Trustee in accordance
                  with Section 702(a), and as to the approximate cost of mailing
                  to such Holders the form of proxy or other communication, if
                  any, specified in such application.

                  If the Trustee shall elect not to afford such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each Holder whose name and address appear
         in the information preserved at the time by the Trustee in accordance
         with Section 702(a) a copy of the form of proxy or other communication
         which is specified in such request, with reasonable promptness after a
         tender to the Trustee of the material to be mailed and of payment, or
         provision for the payment, of the reasonable expenses of mailing,
         unless within five days after such tender the Trustee shall mail to
         such applicants and file with the Commission, together with a copy of
         the material to be mailed, a written statement to the effect that, in
         the opinion of the


                                      -41-
<PAGE>   48


         Trustee, such mailing would be contrary to the best interest of the
         Holders or would be in violation of applicable law. Such written
         statement shall specify the basis of such opinion. If the Commission,
         after opportunity for a hearing upon the objections specified in the
         written statement so filed, shall enter an order refusing to sustain
         any of such objections or if, after the entry of an order sustaining
         one or more of such objections, the Commission shall find, after notice
         and opportunity for hearing, that all the objections so sustained have
         been met and shall enter an order so declaring, the Trustee shall mail
         copies of such material to all such Holders with reasonable promptness
         after the entry of such order and the renewal of such tender; otherwise
         the Trustee shall be relieved of any obligation or duty to such
         applicants respecting their application.

                  (c) Every Holder of Securities of each series, by receiving
         and holding the same, agrees with the Company and the Trustee that
         neither the Company nor the Trustee nor any agent of either of them
         shall be held accountable by reason of the disclosure of any such
         information as to the names and addresses of the Holders in accordance
         with Section 702(b), regardless of the source from which such
         information was derived, and that the Trustee shall not be held
         accountable by reason of mailing any material pursuant to a request
         made under Section 702 (b).

         SECTION 703.  Reports by Trustee.

                  (a) Within 60 days after August 15 of each year commencing
         with the later of August 15, 2000 or the first August 15 after the
         first issuance of Securities of a series for which the Trustee is
         acting as Trustee pursuant to this Indenture, the Trustee shall
         transmit by mail to all Holders of Securities of such series as
         provided in Section 313(c) of the Trust Indenture Act, as their names
         and addresses appear in the Security Register for such series, a brief
         report dated as of such August 15 if required by Section 313(a) of the
         Trust Indenture Act.

                  (b) A copy of each such report shall, at the time of such
         transmission to Holders, be filed by the Trustee with each stock
         exchange, if any, upon which the Securities are listed, with the
         Commission and with the Company. The Company will promptly notify the
         Trustee when the Securities are listed on any stock exchange and of any
         delisting thereof.

         SECTION 704.  Reports by Company.

         The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and


                                      -42-

<PAGE>   49


         registered on a national securities exchange as may be prescribed from
         time to time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (3) transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.

                  (4) delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from information contained therein,
         including the Company's compliance with any of its covenants hereunder
         (as to which the Trustee is entitled to rely exclusively on Officers'
         Certificates).

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

                  (1) The corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment or
         delivery of the principal of (and premium, if any) and interest on all
         the Securities and the performance of every covenant of this Indenture
         on the part of the Company to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

         SECTION 802.  Successor Corporation Substituted.

         Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such


                                      -43-
<PAGE>   50


consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company, any or all of the Securities of
any series issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee of Securities; and, upon the order of
such successor corporation instead of the Company and subject to all the terms
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver such Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities of a series which
such successor corporation thereafter shall cause to be signed and delivered to
the Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 901.  Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
         Company by merger, sale of assets or otherwise and the assumption by
         any such successor of the covenants of the Company herein and in the
         Securities; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registerable or not
         registerable as to principal or Maturity Consideration, and with or
         without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or


                                      -44-
<PAGE>   51


                  (6) to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided such action shall not
         adversely affect the interests of the Holders of Securities of any
         series in any material respect; or

                  (10) to provide for conversion rights of the Holders of
         Securities of any series to enable such Holders to convert such
         Securities into other securities of the Company.

         SECTION 902.  Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than 66 2/3% in principal
amount or, if such Securities are not payable at Maturity for a fixed principal
amount, 66 2/3% of the aggregate issue price, of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and such Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture insofar as
they apply to such series or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, or any Maturity
         Consideration of, any Outstanding Security, or reduce the principal
         amount or Maturity Consideration thereof or the rate of interest
         thereon or any premium payable or deliverable upon the redemption
         thereof, or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the coin or currency or other property
         in which, any Outstanding Security or any premium or the interest
         thereon is payable or deliverable, or impair the right to institute
         suit for the enforcement of any such payment or delivery on or after
         the Stated Maturity thereof (or, in the case of redemption, on or after
         the Redemption Date); or

                  (2) reduce the percentage in principal amount or issue price
         of the Outstanding Securities of any series, the consent of whose
         Holders is required for any such supplemental indenture, or the consent
         of whose Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture; or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1010, except to increase any such percentage or to provide
         that certain other provisions


                                      -45-
<PAGE>   52


         of this Indenture cannot be modified or waived without the consent of
         the Holder of each Outstanding Security affected thereby; provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1010 or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(8).

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the right under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         SECTION 903.  Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects such
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 904.  Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

         SECTION 905.  Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by such Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by such
Trustee in exchange for Outstanding Securities of such series.


                                      -46-
<PAGE>   53


                                   ARTICLE TEN

                                    COVENANTS

         SECTION 1001. Payment of Principal, Premium, if any, the Maturity
Consideration and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the principal of (and
premium, if any), Maturity Consideration and interest (if any) on the Securities
of that series in accordance with the terms of the Securities and this
Indenture.

         SECTION 1002.  Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment or delivery of Maturity Consideration, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of such Trustee, and the
Company hereby appoints such Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency. Notwithstanding any other provisions to the contrary, the
Company at its option may make payment of principal (and premium, if any) and
interest with respect to Securities by check mailed to the address of the Person
entitled thereto, as such address appears on the Security Register of the
Company.

         SECTION 1003. Money or Other Property for Securities Payments and
Deliveries to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any), Maturity Consideration or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum or other property sufficient to pay or
deliver the principal (and premium, if any), Maturity Consideration or interest
so becoming due until such sums or other property shall be paid or delivered to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any), Maturity Consideration or interest on any Securities of that
series, deposit with a Paying Agent a sum or other property sufficient to pay or
deliver the principal (and premium, if any), Maturity Consideration or interest
so becoming due, such sum or other property to be held in trust for the benefit
of the Persons entitled to such principal,



                                      -47-
<PAGE>   54

premium, Maturity Consideration or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

                  (1) hold all sums or other property held by it for the payment
         or delivery of the principal of (and premium, if any), Maturity
         Consideration or interest on Securities of that series in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment or delivery of principal (and premium, if any), Maturity
         Consideration or interest on the Securities of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay or deliver to
         the Trustee all sums so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money or other property deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment or delivery of the
principal of (and premium, if any), Maturity Consideration or interest in any
Security of any series and remaining unclaimed for two years after such
principal (and premium, if any), Maturity Consideration or interest has become
due and payable or deliverable shall be paid or delivered to the Company on
Company request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment or delivery thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment or delivery, may at the expense of the Company cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, notice that such money or other
property remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money or other property then remaining will be repaid or
delivered to the Company.

         SECTION 1004.  Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and that of each Subsidiary and the rights (charter and statutory)
and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the


                                      -48-
<PAGE>   55


Company and its Subsidiaries considered as a whole and that the loss thereof is
not disadvantageous in any material respect to the Holders.

         SECTION 1005.  Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation and maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposal is, in the judgment of the Company or
of the Subsidiary concerned, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

         SECTION 1006.  Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and the Company shall have set aside on its books adequate reserves
with respect thereto (segregated to the extent required by generally accepted
accounting principles).

         SECTION 1007.  Limitation on Sale or Issuance of Capital Stock of
Certain Subsidiaries.

         Except as set forth below, the Company will not sell, assign, pledge,
transfer or otherwise dispose of, or permit the issuance of, or permit a
Subsidiary to sell, assign, pledge, transfer or dispose of, any shares of Voting
Stock of any Subsidiary, or any securities convertible into or options, warrants
or rights to subscribe for or purchase shares of Voting Stock of any Subsidiary,
which is:

                  (a) A Principal Constituent Bank; or

                  (b) A Subsidiary which owns shares of Voting Stock or any
         securities convertible into or options, warrants or rights to subscribe
         for or purchase shares of Voting Stock of a Principal Constituent Bank;

         provided, however, that nothing in this Section shall prohibit any
         dispositions made by the Company or any Subsidiary (i) acting in a
         fiduciary capacity for any person other than the Company or any
         Subsidiary, or (ii) to the Company or any of its wholly owned (except
         for directors' qualifying shares) Subsidiaries. Notwithstanding the
         foregoing, sales, assignments, pledges, transfers, issuances or other
         dispositions of shares of Voting Stock or securities convertible into
         or options, warrants or rights to subscribe for or purchase shares of
         Voting Stock of a corporation referred to in Clause (a) or (b) above
         may be made where:

                           (i) the sales, assignments, pledges, transfers,
                  issuances or other dispositions are made, in the minimum
                  amount required by law, to any Person for the purpose of the
                  qualification of such Person to serve as a director; or



                                      -49-
<PAGE>   56

                           (ii) the sales, assignments, pledges, transfers,
                  issuances or other dispositions are made in compliance with an
                  order of a court or regulatory authority of competent
                  jurisdiction; or

                           (iii) the sales, assignments, pledges, transfers,
                  issuances or other dispositions are made in connection with a
                  merger or consolidation of a Principal Constituent Bank with
                  or into a wholly owned Subsidiary or a Constituent Bank, if,
                  after such merger or consolidation with such Constituent Bank,
                  the Company owns, directly or indirectly, not less than the
                  percentage of Voting Stock of the surviving entity of such
                  transaction as it owned of such Principal Constituent Bank
                  prior to such transaction; or

                           (iv) the sales, assignments, pledges, transfers,
                  issuances or other dispositions are for fair market value (as
                  determined by the Board of Directors of the Company, which
                  determination shall be conclusive and evidenced by a Board
                  Resolution) and, after giving effect to such disposition, the
                  Company and its wholly owned (except for directors' qualifying
                  shares) Subsidiaries, will own directly not less than 80% of
                  the Voting Stock of such Principal Constituent Bank or
                  Subsidiary; or

                           (v) a Principal Constituent Bank sells additional
                  shares of Voting Stock to its stockholders at any price, if,
                  after such sale, the Company owns, directly or indirectly, not
                  less than the percentage of Voting Stock of such Principal
                  Constituent Bank it owned prior to such sale; or

                           (vi) a pledge is made or a lien is created to secure
                  loans or other extensions of credit by a Constituent Bank
                  subject to section 23A of the Federal Reserve Act.

         SECTION 1008.  Limitation Upon Liens on Certain Capital Stock.

         Except as provided in Section 1007, the Company will not at any time,
directly or indirectly, create, assume, incur or suffer to be created, assumed
or incurred or to exist any mortgage, pledge, encumbrance or lien or charge of
any kind upon (1) any shares of capital stock of any Principal Constituent Bank
(other than directors', qualifying shares), or (2) any shares of capital stock
of a Subsidiary which owns capital stock of any Principal Constituent Bank;
provided, however, that, notwithstanding the foregoing, the Company may incur or
suffer to be incurred or to exist upon such capital stock (a) liens for taxes,
assessments or other governmental charges or levies which are not yet due or are
payable without penalty or of which the amount, applicability or validity is
being contested by the Company in good faith by appropriate proceedings and the
Company shall have set aside on its books adequate reserves with respect thereto
(segregated to the extent required by generally accepted accounting principles),
or (b) the lien of any judgment, if such judgment shall not have remained
undischarged, or unstayed on appeal or otherwise, for more than 60 days.

         SECTION 1009.  Statement as to Compliance.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, commencing with the first calendar year following the
issuance of Securities of any series under this Indenture, a brief certificate,
which need not comply with Section 102, signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, covering the period from the date of issuance of such Securities to
the end of the calendar year in


                                      -50-
<PAGE>   57


which such Securities were issued, in the case of the first such certificate,
and covering the preceding calendar year in the case of each subsequent
certificate stating, as to each signer thereof, that

                  (1) a review of the activities of the Company during such year
         and of performance under this Indenture has been made under his
         supervision, and

                  (2) to the best of his knowledge, based on such review, (a)
         the Company has complied with all conditions and covenants on its part
         contained in this Indenture throughout such year, or, if there has been
         a default by the Company in the performance, observance or fulfillment
         of any such condition or covenant, specifying each such default known
         to him and the nature and status thereof, and (b) no event has occurred
         and is continuing which is, or after notice or lapse of time or both
         would become, an Event of Default, or, if such an event has occurred
         and is continuing, specifying each such event known to him and the
         nature and status thereof.

         For the purpose of this Section 1009, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

         SECTION 1010.  Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1008, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 50% in principal amount, or if such Securities are not
payable at Maturity for a fixed principal amount, 50% of the aggregate issue
price, of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the trustee in respect of any such term,
provision or condition shall remain in full force and effect.

         SECTION 1011.  Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

         SECTION 1012.  Statement by Officers as to Default.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.


                                      -51-
<PAGE>   58


         SECTION 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company,
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
such Trustee of such Redemption Date and of the principal amount or amount of
Maturity Consideration of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish such Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as such Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denominations for
Securities of that series or any integral multiple thereof) of the principal
amount or issue price of Securities of such series or a denomination larger than
the minimum authorized denomination for Securities of that series.

         Such Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

         SECTION 1104.  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to be
         redeemed,

                  (4) that on the Redemption Date, the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
case.


                                      -52-
<PAGE>   59


         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by such
Trustee in the name and at the expense of the Company. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, a failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

         SECTION 1105.  Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

         SECTION 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record Dates according to
their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

         SECTION 1107.  Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and such Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and such
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same Series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.



                                      -53-
<PAGE>   60


         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         SECTION 1203.  Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to such Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date such Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



                                      -54-

<PAGE>   61




         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                            FLEET BOSTON CORPORATION



                                            By /s/ Douglas L. Jacobs
                                              ----------------------------------
                                                Title:


                                            THE BANK OF NEW YORK, Trustee



                                            By /s/ Annette Kos
                                              ----------------------------------
                                                Title:


                                      -55-

<PAGE>   1
                                                                  EXHIBIT (4)(b)

                            FLEET BOSTON CORPORATION

  FORM OF WARRANT AGREEMENT [FOR WARRANTS SOLD ATTACHED TO DEBT SECURITIES](1)


         THIS WARRANT AGREEMENT is dated as of ______________ between Fleet
Boston Corporation, a Rhode Island corporation (hereinafter called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to) and _______________________________________, as Warrant
Agent (herein called the "Warrant Agent").

         WHEREAS, the Company has entered into an Indenture dated as of [], 1999
(the "Indenture") with The Bank of New York, as trustee (the "Trustee"),
providing for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (the "Debt Securities"), to be issued in one
or more series, as provided in the Indenture; and

         WHEREAS, the Company proposes to sell [title of Debt Securities being
offered] (the "Offered Securities") with warrant certificates evidencing one or
more warrants (the "Warrants" or individually a "Warrant") representing the
right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;

         NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I.

                     ISSUANCE OF WARRANTS AND EXECUTION AND
                        DELIVERY OF WARRANT CERTIFICATES.

         SECTION 1.01. ISSUANCE OF WARRANTS. Warrants shall be initially issued
in connection with the issuance of the Offered Securities [but shall be
separately transferable on and after __________, 19__ (the "Detachable Date")]
[and shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein to purchase a
Warrant

- -----------------------------
(1) Complete or modify the provisions of this Form as appropriate to reflect the
terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S.
dollars, in a foreign denominated currency or in one or more units of foreign
currencies such as the Euro.



<PAGE>   2


Security in the principal amount of $_______________. Warrant Certificates shall
be initially issued in units with the Offered Securities and each Warrant
Certificate included in such a unit shall evidence _____ Warrants for each
$________ principal amount of Offered Securities included in such unit.

         SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each
Warrant Certificate, whenever issued shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
_____________________ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by its Chairman of the Board, any Vice
Chairman, its President, any Vice President, its Treasurer or one of its
Assistant Treasurers under its corporate seal and attested by its Secretary or
one of its Assistant Secretaries. Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.

         No Warrant Certificate shall be valid for any purpose and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

         In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.

         [If bearer Warrants - The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Offered Securities with Warrants
which are not immediately detachable -, prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached and after such Detachable Date] the bearer of such Warrant
Certificate.]

         [If registered Warrants - The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be



                                       2
<PAGE>   3


registered upon the books to be maintained by the Warrant Agent for that
purpose. [If Offered Securities with Warrants which are not immediately
detachable - or upon the register of the Offered Securities prior to the
Detachable Date. The Company will or will cause the registrar of the Offered
Securities to make available at all times to the Warrant Agent such information
as to holders of the Offered Securities with Warrants as may be necessary to
keep the Warrant Agent's records up to date.]]

         SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$___________ aggregate principal amount of Warrant Securities (except as
provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$________ aggregate principal amount of Warrant Securities and shall deliver
such Warrant Certificates to or upon the order of the Company. Subsequent to
such original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates [If registered Warrants - or in connection with their transfer], as
hereinafter provided or as provided in Section 2.03(c).

                                   ARTICLE II.

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.

         SECTION 2.01. WARRANT PRICE. On _____________ 19, ___, the exercise
price of each Warrant is $___________. During the period from _____________,
19___, through and including _____________, 19___, the exercise price of each
Warrant will be $________ plus [accrued amortization of the original issue
discount] [accrued interest] from _____________, 19___. On ____________, 19___,
the exercise price of each Warrant will be $________. During the period from
_________________, 19___, through and including ______________, 19___, the
exercise price of each Warrant will be $________ plus [accrued amortization of
the original issue discount] [accrued interest] from _______________, 19___. [In
each case, the original issue discount will be amortized at a ____% annual rate,
computed on an annual basis using a 360-day year consisting of twelve 30-day
months]. Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." [The original issue discount for each $1,000
principal amount of Warrant Securities is $____.]

         SECTION 2.02. DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time as specified herein on or after [the date hereof]
[______________, 19___,] and at or before 5 p.m. New York time on _____________,
19___ (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m.
New York time on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.



                                       3
<PAGE>   4


         SECTION 2.03. EXERCISE OF WARRANTS. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, [in lawful money of the United States of America] [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer], in immediately available funds, the Warrant Price for
each Warrant exercised to the Warrant Agent at its corporate trust office [or at
________], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a [payment] [wire transfer]
for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.

         (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as the Company or
the Trustee shall reasonably require.

         (c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled in fully
registered form, registered in such name or names as may be direct by such
holder(2). If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.

         (d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities; and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.

- -----------------------------
(2) Subject to change in accordance with changes in tax laws and regulations.



                                       4
<PAGE>   5


                                  ARTICLE III.

                     OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS OF WARRANT CERTIFICATES.

         SECTION 3.01. NO RIGHTS AS WARRANT SECURITYHOLDER CONFERRED BY WARRANTS
OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, premium, if any, or interest on Warrant Securities or to enforce
any of the covenants in the Indenture.

         SECTION 3.02 LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it, and in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section in lieu of any lost,
stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.

         SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate may, in
his own behalf and for his own benefit, enforce and may institute and maintain
any suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.



                                       5
<PAGE>   6


                                   ARTICLE IV.

                 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.

         SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [If
Offered Securities with Warrants which are immediately detachable - Upon] [If
Offered Securities with Warrants which are not immediately detachable - Prior to
the Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Offered Securities to which the Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Securities. Prior to the
Detachable Date, each transfer of the Offered Securities [on the register of the
Offered Securities] shall operate also to transfer the related Warrant
Certificates. After the Detachable Date upon] surrender at the corporate trust
office of the Warrant Agent [or ___________], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants [If registered Warrants: or the transfer thereof may be
registered in whole or in part]; provided that such other Warrant Certificates
evidence the same aggregate number of Warrants as the Warrant Certificates so
surrendered. [If registered Warrants - The Warrant Agent shall keep, at its
corporate trust office [and at ________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office [or __________] for exchange [or registration of transfer],
properly endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent.] No service charge shall be made for any exchange
[or registration of transfer] of Warrant Certificates, but the Company may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange [or
registration of transfer]. Whenever any Warrant Certificates are so surrendered
for exchange [or registration of transfer] an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company as so requested. The Warrant Agent shall not be required
to effect any exchange [or registration of transfer] which will result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or registration of transfer] of Warrant Certificates shall be
the valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or registration of transfer].

         SECTION 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [If Offered
Securities with bearer Warrants which are not immediately detachable - Subject
to Section 4.01. each] [If Offered Securities with bearer Warrants which are
immediately detachable - Each] Warrant Certificate shall be transferable by
delivery and shall be deemed negotiable and the bearer of each Warrant
Certificate may be treated by the Company, the Warrant Agent and all other
persons dealing with such bearer as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.] [If registered
Warrants which are not immediately detachable -




                                       6
<PAGE>   7


Every holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
such Warrant Certificate that until the transfer of the Warrant Certificate is
registered on the books of the Warrant Agent [or the register of the Offered
Securities prior to the Detachable Date] the Company and the Warrant Agent] or
the registrar of the Offered Securities prior to the Detachable Date], may treat
the registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.]

         SECTION 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT.

         SECTION 5.01. WARRANT AGENT. The Company hereby appoints _________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth; and
________ hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.

         SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:

                  (a) Compensation and Indemnification. The Company agrees
         promptly to pay the Warrant Agent the compensation to be agreed upon
         with the Company for all services rendered by the Warrant Agent and to
         reimburse the Warrant Agent for reasonable out-of-pocket expenses
         (including counsel fees) incurred by the Warrant Agent in connection
         with the services rendered hereunder by the Warrant Agent. The Company
         also agrees to indemnity the Warrant Agent for, and to hold it harmless
         against any loss, liability or expense incurred without negligence or
         bad faith on the part of the Warrant Agent, arising out of or in



                                       7
<PAGE>   8

         connection with its acting as Warrant Agent hereunder, as well as the
         costs and expenses of defending against any claim of such liability.

                  (b) Agent for the Company. In acting under this Warrant
         Agreement and in connection with the Warrant Certificates, the Warrant
         Agent is acting solely as agent of the Company and does not assume any
         obligation or relationship of agency or trust for or with any of the
         holders of Warrant Certificates or beneficial owners of Warrants.

                  (c) Counsel. The Warrant Agent may consult with counsel
         satisfactory to it and the advice of such counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with the advice of such counsel.

                  (d) Documents. The Warrant Agent shall be protected and shall
         incur no liability for or in respect to any action taken or thing
         suffered by it in reliance upon any Warrant Certificate, notice,
         direction, consent, certificate, affidavit, statement or other paper or
         document reasonably believed by it to be genuine and to have been
         presented or signed by the proper parties.

                  (e) Certain Transaction. The Warrant Agent, and its officers,
         directors and employees, may become the owner of, or acquire any
         interest in, Warrants, with the same rights that it or they would have
         if it were not the Warrant Agent hereunder, and, to the extent
         permitted by applicable law, it or they may engage or be interested in
         any financial or other transaction with the Company and may act on, or
         as depository, trustee or agent for, any committee or body of holders
         of Warrant Securities or other obligations of the Company as freely as
         if it were not the Warrant Agent hereunder. Nothing in this Warrant
         Agreement shall be deemed to prevent the Warrant Agent from acting as
         trustee for any series of Debt Securities under the Indenture.

                  (f) No Liability for Interest. The Warrant Agent shall have no
         liability for interest on any monies at any time received by it
         pursuant to any of the provisions of this Agreement or of the Warrant
         Certificates.

                  (g) No Liability for Invalidity. The Warrant Agent shall have
         no liability with respect to any invalidity of this Agreement or any of
         the Warrant Certificates.

                  (h) No Responsibility for Representations. The Warrant Agent
         shall not be responsible for any of the recitals or representations
         herein or in the Warrant Certificates (except as to the Warrant Agent's
         countersignature thereon), all of which are made solely by the Company.



                                       8
<PAGE>   9


                  (i) No Implied Obligations. The Warrant Agent shall be
         obligated to perform only such duties as are herein and in the Warrant
         Certificates specifically set forth and no implied duties or
         obligations shall be read into this Agreement or the Warrant
         Certificates against the Warrant Agent. The Warrant Agent shall not be
         under any obligation to take any action hereunder which may tend to
         involve it in any expense or liability, the payment of which within a
         reasonable time is not, in its reasonable opinion, assured to it. The
         Warrant Agent shall not be accountable or under any duty or
         responsibility for the use by the Company of any of the Warrant
         Certificates authenticated by the Warrant Agent and delivered by it to
         the Company pursuant to this Agreement or for the application by the
         Company of the proceeds of the Warrant Certificates. The Warrant Agent
         shall have no duty or responsibility in case of any default by the
         Company in the performance of its covenants or agreements contained
         herein or in the Warrant Certificates or in the case of the receipt of
         any written demand from a holder of a Warrant Certificate with respect
         to such default, including, without limiting the generality of the
         foregoing, any duty or responsibility to initiate or attempt to
         initiate any proceedings at law or otherwise or, except as provided in
         Section 6.02, to make any demand upon the Company.

         SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company
agrees, for the benefit of the holders of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.

         (b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02 (a) shall continue to the extent set forth
therein notwithstanding the registration or removal of the Warrant Agent.

         (c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code as now constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under


                                       9
<PAGE>   10


any other applicable Federal or State bankruptcy or similar law, or if any
public officer shall have taken charge or control of the Warrant Agent or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as foresaid of a successor Warrant Agent and
acceptance by the successor Warrant Agent of such appointment, the Warrant Agent
shall cease to be Warrant Agent hereunder.

         (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trust, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies securities and
other property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

         (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI.

                                  MISCELLANEOUS

         SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein or making any other provisions with respect
to matters or questions arising under this Agreement as the Company and the
Warrant Agent may deem necessary or desirable: provided that such action shall
not adversely affect the interests of the holders of the Warrant Certificates.

         SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

         SECTION 6.03. ADDRESSES. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________ Attention: _____________, and any communication from the Warrant
Agent to the Company with respect



                                       10
<PAGE>   11


to this Agreement shall be addressed to Fleet Boston Corporation, One Federal
Street, Boston, Massachusetts 02110, Attention: General Counsel (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company.)

         SECTION 6.04. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

         SECTION 6.05. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with, the delivery of the Warrant Securities issued
upon such exercise, a Prospectus.

         SECTION 6.06. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, a registration statement in respect
of the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

         SECTION 6.07. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement shall give to any person other than the Company. the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.

         SECTION 6.08. HEADINGS. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         SECTION 6.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

         SECTION 6.10. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.


                                       11
<PAGE>   12


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be affixed hereunto, and
the same to be attested, all as of the day and year first above written.

                                          FLEET BOSTON CORPORATION


                                          By:
                                             -----------------------------------
Attest:


- ---------------------------                         [NAME OF WARRANT AGENT],
                                                          As Warrant Agent


                                          By:
                                             -----------------------------------
Attest:


- --------------------------




                                       12
<PAGE>   13


                                                                       EXHIBIT A

                          (FORM OF WARRANT CERTIFICATE)
                          [FACE OF WARRANT CERTIFICATE]

[Form of Legend of            Prior to _______________, this Warrant Certificate
Debt Securities with          cannot be transferred or exchanged unless attached
Warrants which are not        to a [Title of Offered Securities].]
immediately detachable

                EXERCISEABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                            FLEET BOSTON CORPORATION
                              WARRANTS TO PURCHASE
                          [TITLE OF WARRANT SECURITIES]

           VOID AFTER 5 P.M. NEW YORK TIME ON ________________, 19___

[No.]                                                                   Warrants

         This certifies that [the bearer is the] [____________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each warrant entitling such [bearer] [owner] to purchase, at any time
[after 5 p.m. New York time on ________________, 19___ and] on or before 5 p.m.
New York time on _________________, 19___ $____________ principal amount of
[Title of Warrant Securities] (the "Warrant Securities") of Fleet Boston
Corporation (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined) on the following basis: [on ______________, 19____ the
exercise price of each Warrant is $________; during the period from
________________, 19___ through and including __________________, 19___, the
exercise price of each Warrant will be $________ plus [accrued amortization of
the original issue discount] [accrued interest] from _______________, 19___; on
________________, 19___ the exercise price of each Warrant will be $_______;
during the period from ________________, 19___ through and including
_________________, 19___, the exercise price of each Warrant will be $_______
plus [accrued amortization of the original issue discount] [accrued interest]
from _____________, 19___ [in each case, the original issue discount will be
amortized at a _____% annual rate, computed on an annual basis, using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each $1,000 principal amount of Warrant Securities is
$_______.] The holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the back hereof and by paying in full, [in
lawful money of the United States of America] [in cash or by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] in immediately available funds, the Warrant Price for each Warrant
exercised to the warrant Agent (as hereinafter defined) and by surrendering this
Warrant Certificate, with the purchase form on the back hereof duly executed, at
the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent"), [or ______] currently at the

<PAGE>   14


address specified on the reverse hereof, and upon compliance with and subject to
the conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of $______ and any integral multiples thereof. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.

         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of _______________, 19___ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _____________].

         The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of ___________, 1999 (the "Indenture"),
between the Company and The Bank of New York, as trustee, and will be subject to
the terms and provisions contained in the Indenture. Copies of the Indenture and
the form of the Warrant Securities are on file at the corporate trust office of
the trustee [and at _________________________].

         [If Offered Securities with bearer Warrants which are not immediately
detachable - Prior to ________________, 19___, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this [If Offered
Securities with bearer Warrants which are immediately detachable - This] Warrant
Certificate, and all rights hereunder, may be transferred by delivery and the
Company and the Warrant Agent may treat the bearer hereof as the owner for all
purposes.]

         [If Offered Securities with registered Warrants which are not
immediately detachable - Prior to _________________, 19___, this Warrant
Certificate may be exchanged or transferred only together with the [Title of
Offered Securities] ("Offered Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Securities. After such date, this
[If Offered Securities with registered Warrants which are immediately detachable
- - Transfer of this] Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent
[or _____________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.]

         [If Offered Securities with Warrants which are not immediately
detachable - Except as provided in the immediately preceding paragraph after]
[If Offered Securities with Warrants



                                       14
<PAGE>   15


which are immediately detachable After] countersignature by the Warrant Agent
and prior to the expiration of this Warrant Certificate, this Warrant
Certificate may be exchanged at the corporate trust office of the Warrant Agent
for Warrant Certificates representing the same aggregate number of Warrants.

         This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.

         This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

         Dated as of _______________, 19___.

                                          FLEET BOSTON CORPORATION


                                          By
                                            ------------------------------------

Attest:


- -----------------------------


Countersigned:


- -----------------------------
             As Warrant Agent


By
  ---------------------------
         Authorized Signature




                                       15
<PAGE>   16


                        [REVERSE OF WARRANT CERTIFICATE]
                      INSTRUCTIONS FOR EXERCISE OF WARRANT


         To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certificate check or official bank check or by bank wire transfer] [by
bank wire transfer], in immediately available funds, the Warrant Price in full
for Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn. __________________ [or
__________________], which [payment] [wire transfer] must specify the name of
the holder and the number of Warrants exercised by such holder. In addition, the
holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the [payment] [wire transfer].

                     TO BE EXECUTED UPON EXERCISE OF WARRANT

         The undersigned hereby irrevocably elects to exercise _________
Warrants, evidenced by this Warrant Certificate, to purchase $________ principal
amount of the [Title of Warrant Securities] (the "Warrant Securities") of Fleet
Boston Corporation and represents that he has tendered payment for such Warrant
Securities [in cash or by certified check or official bank check or by bank wire
transfer, in each case] [by bank wire transfer], in immediately available funds,
to the order of Fleet Boston Corporation, c/o [insert name and address of
Warrant Agent], in the amount of $_________ in accordance with the terms hereof.
The undersigned requests that said principal amount of Warrant Securities be in
fully registered form in the authorized denominations, registered in such names
and delivered all as specified in accordance with the instructions set forth
below.

         If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.

Dated:                                Name
- ---------- ---------- ----------          --------------------------------------
                                                     (Please Print)
- ---------- ---------- ----------

                                      Address
                                             -----------------------------------

                                             -----------------------------------

                                      Signature
                                               ---------------------------------



                                       16
<PAGE>   17


         The Warrants evidenced hereby may be exercised at the following
addresses:

By hand at
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------



By mail at
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------




         [Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants - complete as
appropriate.]




                                       17
<PAGE>   18


              CERTIFICATE FOR DELIVERY OF BEARER WARRANT SECURITIES
                            FLEET BOSTON CORPORATION
                               WARRANT SECURITIES


TO:      Fleet Boston Corporation
         c/o
         ____________________, as Trustee


         This certificate is submitted in connection with our request that you
deliver to us $____________ principal amount of Warrant Securities in bearer
form upon exercise of Warrants. We hereby certify that either (a) none of such
Warrant Securities will be held by or on behalf of a United States Person, or
(b) if a United States Person will have a beneficial interest in such Warrant
Securities, such person is described in Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1954, as amended, and the regulations
thereunder. As used herein, "United States Person" means a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof or an estate or trust whose income from sources without the United
States includible in gross income for United States Federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.

         We understand that this certificate is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated:                                    --------------------------------------
                                                    (Please print name)




                                       18
<PAGE>   19


                             [IF REGISTERED WARRANT]
                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
                     TO TRANSFER WARRANTS EVIDENCED HEREBY)

         FOR VALUE RECEIVED _______________________ hereby sells, assigns and
transfers unto _________________________________________


_____________________________________________      Please insert social security
(Please print name and address including zip code) or other identifying number
                                                   --------- -------- ----------

                                                   --------- -------- ----------


- --------------------------------------------------------------------------------
the Warranty represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
said Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.

Dated:                                    --------------------------------------
                                                       Signature

                                          (Signature must conform in all
                                          respects to name of holder as
                                          specified on the face of this Warrant
                                          Certificate and must bear a signature
                                          guarantee by a commercial bank, trust
                                          company or member broker of the New
                                          York, American, Midwest or Pacific
                                          Stock Exchange.)

Signature Guaranteed:



- -------------------------------------

*Subject to change in accordance with changes in tax laws and regulations.


<PAGE>   1
                                                                  EXHIBIT (4)(c)


                            FLEET BOSTON CORPORATION
             FORM OF WARRANT AGREEMENT [FOR WARRANTS SOLD ALONE](1)


         THIS WARRANT AGREEMENT is dated as of ______________ between Fleet
Boston Corporation, a Rhode Island corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to) and __________________________, as Warrant Agent
(herein called the "Warrant Agent").

         WHEREAS, the Company has entered into an Indenture dated as of
___________, 1999 (the "Indenture"), with The Bank of New York, as trustee (the
"Trustee"), provided for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the "Debt Securities"), to
be issued in one or more series, as provided in the Indenture; and

         WHEREAS, the Company proposes to sell warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced.

         NOW, THEREFORE, in consideration of the premises ands of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I.

     ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

         SECTION 1.01. ISSUANCE OF WARRANTS. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase a
Warrant Security in the principal amount of $___________ to be issued pursuant
to the Indenture.

         SECTION 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
______________ and may have such letters, numbers or

- ---------------
(1) Complete or modify the provisions of this Form as appropriate to reflect the
terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S.
dollars, in a foreign denominated currency or in one or more units of foreign
currencies such as the Euro.



<PAGE>   2

other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this Agreement
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Warrants may be listed or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Company by its Chairman of the Board, any Vice
Chairman, its President, any Vice President, its Treasurer or one of its
Assistant Treasurers under its corporate seal and attested by its Secretary or
one of its Assistant Secretaries. Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.

         No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

         In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificates, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.

         [If bearer Warrants - The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean the bearer of such Warrant Certificate.]

         [If registered Warrants - The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose.]

         SECTION 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$__________ aggregate principal amount of Warrant Securities (except as provided
in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered
to the Warrant Agent upon the execution of this Warrant Agreement or from time
to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
$____________ aggregate principal amount of Warrant Securities and shall deliver
such Warrant Certificates to or upon the order of the Company. Subsequent to
such original issuance of the Warrant Certificates, the Warrant



                                       2
<PAGE>   3


Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates [If registered Warrants - or in connection with their
transfer], as hereinafter provided or as provided in Section 2.03(c).

                                   ARTICLE II.

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.

         SECTION 2.01. WARRANT PRICE. On _____________, 19___, the exercise
price of each Warrant is $___________. During the period from ______________,
19___, through and including ______________, 19___, the exercise price of each
Warrant will be $___________ plus [accrued amortization of the original issue
discount] [accrued interest] from ____________, 19___. On _______________,
19___, the exercise price of each Warrant will be $____________. During the
period from _______________, 19___, through and including 19___, the exercise
price of each Warrant will be $___________ plus [accrued amortization of the
original issue discount] [accrued interest] from ______________, 19___. [In each
case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using a 360-day year consisting of twelve 30-day
months]. Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." [The original issue discount for each $1,000
principal amount of Warrant Securities is $__________.]

         SECTION 2.02. DURATION OF WARRANTS. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[______________, 19___] and at or before 5 p.m. New York time on
_______________, 19___ (the "Expiration Date"). Each Warrant not exercised at or
before 5 p.m. New York time on the Expiration Date shall become void, and all
rights of the holder of the Warrant Certificate evidencing such Warrant under
this Agreement shall cease.

         SECTION 2.03. EXERCISE OF WARRANTS. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, [in lawful money of the United States of America] [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer], in immediately available funds, the Warrant Price for
each Warrant exercised, to the Warrant Agent at its corporate trust office [or
at ____________], provided that such exercise is subject to receipt, within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a [payment] [wire transfer]
for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.



                                       3
<PAGE>   4


         (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as the Company or
the Trustee shall reasonably require.

         (c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled in fully
registered form, registered in such name or names as may be directed by such
holder(2). If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.

         (d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warranty Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.

                                  ARTICLE III.

     OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.

         SECTION 3.01. NO RIGHTS AS WARRANT SECURITYHOLDER CONFERRED BY WARRANTS
OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, premium, if any, or interest on Warrant Securities or to enforce
any of the covenants in the Indenture.

         SECTION 3.02. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT
CERTIFICATES. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to it and in the case of mutilation, upon surrender thereof to the Warrant Agent
for cancellation, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchase,
the Company shall execute, and

- ----------------------
(2) Subject to change in accordance with changes in tax laws and regulations.


                                       4
<PAGE>   5


an authorized officer of the Warrant Agent shall manually countersign and
deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing
a like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.

         SECTION 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate may, in
his own behalf and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.

                                   ARTICLE IV.

                 EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.


         SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. Upon
surrender at the corporate trust office of the Warrant Agent [or _____________],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants: or the transfer therefore may be registered in whole or in part];
provided that such other Warrant Certificates evidence the same aggregate number
of Warrants as the Warrant Certificates so surrendered. [If registered Warrants
- - The Warrant Agent shall keep, at its corporate trust office [and at
______________], books in which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office [ or
_____________] for exchange [or registration of transfer], properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent.] No service charge shall be made for any exchange [or
registration of transfer] or Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange [or
registration of transfer]. Whenever any Warrant Certificates are so surrendered
for exchange [or registration of transfer] an authorized officer of the Warrant
Agent



                                       5
<PAGE>   6


shall manually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificates duly authorized and executed by
the Company, as so requested. The Warrant Agent shall not be required to effect
any exchange [or registration of transfer] which will result in the issuance of
a Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange [or registration of transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or registration of transfer].

         SECTION 4.02 TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [Bearer
warrants - Each Warrant Certificate shall be transferable by delivery and shall
be deemed negotiable and the bearer of each Warrant Certificate may be treated
by the Company, the Warrant Agent and all other persons dealing with such bearer
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.] [Registered Warrants - The Company and the
Warrant Agent may treat the registered holder as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.]

         SECTION 4.03 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT

         SECTION 5.01 WARRANT AGENT. The Company hereby appoints
________________, as Warrant Agent of the Company in respect of the Warrants and
the Warrant Certificates upon the terms and subject to the conditions herein set
forth, and ________________ hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Warrant Certificates and hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.
All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

         SECTION 5.02 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
thereof, including the following, to



                                       6
<PAGE>   7


all of which the Company agrees and to all of which the rights hereunder of the
holders from time to time of the Warrant Certificates shall be subject:

                  (a) Compensation and Indemnification. The Company agrees
         promptly to pay the Warrant Agent the compensation to be agreed upon
         with the Company for all services rendered by the Warrant Agent and to
         reimburse the Warrant Agent for reasonable out-of-pocket expenses
         (including counsel (fees)) incurred by the Warrant Agent in connection
         with the services rendered hereunder by the Warrant Agent. The Company
         also agrees to indemnify the Warrant Agent for and to hold it harmless
         against any loss, liability or expense incurred without negligence or
         bad faith on the part of the Warrant Agent, arising out of or in
         connection with its acting as Warrant Agent hereunder, as well as the
         costs and expenses of defending against any claim of such liability.

                  (b) Agent for the Company. In acting under this Warrant
         Agreement and in connection with the Warrant Certificates, the Warrant
         Agent is acting solely as agent of the Company and does not assume any
         obligation or relationship of agency or trust for or with any of the
         holders of Warrant Certificates or beneficial owners of Warrants.

                  (c) Counsel. The Warrant Agent may consult with counsel
         satisfactory to it and the advise of such counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with the advise of such counsel.

                  (d) Documents. The Warrant Agent shall be protected and shall
         incur no liability for or in respect of any action taken or thing
         suffered by it in reliance upon any Warrant Certificate, notice,
         direction, consent, certificate, affidavit, statement or other paper or
         document reasonably believe by it to be genuine and have been presented
         or signed by the proper parties.

                  (e) Certain Transactions. The Warrant Agent, and its officers,
         directors and employees, may become the owner of, or acquire any
         interest in, Warrants, with the same rights that it or they would have
         if it were not the Warrant Agent hereunder, and, to the extent
         permitted by applicable law, it or they may engage or be interested in
         any financial or other transaction with the Company and may act on or
         as depository, trustee or agent for, any committee or body of holders
         of Warrant Securities or other obligations of the Company as freely as
         if it were not the Warrant Agent hereunder. Nothing in this Warrant
         Agreement shall be deemed to prevent the Warrant Agent from acting as
         trustee for any series of Debt Securities under the Indenture.

                  (f) No Liability for Interest. The Warrant Agent shall have no
         liability for interest on any monies at any time received by its
         pursuant to any of the provisions of this Agreement or of the Warrant
         Certificates.



                                       7
<PAGE>   8


                  (g) No Liability for Invalidity. The Warrant Agent shall have
         no liability with respect to any invalidity of this Agreement or any of
         the Warrant Certificates.

                  (h) No Responsibility for Representations. The Warrant Agent
         shall not be responsible for any of the recitals or representations
         herein or in the Warrant Certificates (except as to the Warrant Agent's
         countersignature thereon), all of which are made solely by the Company.

                  (i) No Implied Obligations. The Warrant Agent shall be
         obligated to perform only such duties as are herein and in the Warrant
         Certificates specifically set forth and no implied duties or
         obligations shall be read into this Agreement or the Warrant
         Certificates against the Warrant Agent. The Warrant Agent shall not be
         under any obligation to take any action hereunder which may tend to
         involve it in any expense or liability, the payment of which within a
         reasonable time is not, in its reasonable opinion, assured to it. The
         Warrant Agent shall not be accountable or under any duty or
         responsibility for the use by the Company of any of the Warrant
         Certificates authenticated by the Warrant Agent and delivered by it to
         the Company pursuant to this Agreement or for the application by the
         Company of the proceeds of the Warrant Certificates. The Warrant Agent
         shall have no duty or responsibility in case of any default by the
         Company in the performance of its covenants or agreements contained
         herein or in the Warrant Certificates or in the case of the receipt of
         any written demand from a holder of a Warrant Certificate with respect
         to such default, including, without limiting the generality of the
         foregoing, any duty or responsibility to initiate or attempt to
         initiate any proceedings at law or otherwise, or except as provided in
         Section 6.02, to make any demand upon the Company.

         SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company
agrees, for the benefit of the holders of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.

         (b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part specifying the date
on which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.



                                       8
<PAGE>   9


         (c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy law or similar law or make an assignment for the
benefits of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all of any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken charge or control of the
Warrant Agent or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.

         (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder and thereupon such successor Warrant Agent,
without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive all monies, securities and
other property on deposit with or held by such predecessor as Warrant Agent
hereunder.

         (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a part, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that is shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE VI.

                                  MISCELLANEOUS

         SECTION 6.01. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.


                                       9
<PAGE>   10



         SECTION 6.02 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

         SECTION 6.03 ADDRESSES. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________, Attention _________________, and any communication from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Fleet Boston Corporation, One Federal Street, Boston, Massachusetts 02110,
Attention: General Counsel (or such address as shall be specified in writing by
the Warrant Agent or by the Company).

         SECTION 6.04 APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the prospective terms and provisions thereof shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 6.05 DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus realign to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus.

         SECTION 6.06 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including, without limitation, a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

         SECTION 6.07. PERSONS HAVING RIGHTS UNDER WARRANTY AGREEMENT. Nothing
in this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.

         SECTION 6.08. HEADINGS. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         SECTION 6.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.



                                       10
<PAGE>   11


         SECTION 6.10. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be affixed hereunto and
the same to be attested, all as of the date and year first above written.


                                          FLEET BOSTON CORPORATION


                                          By:
                                             -----------------------------------
Attest:


- ---------------------------                         [NAME OF WARRANT AGENT],
                                                          As Warrant Agent


                                          By:
                                             -----------------------------------
Attest:


- --------------------------




                                       11
<PAGE>   12


                          (FORM OF WARRANT CERTIFICATE)
                          [FACE OF WARRANT CERTIFICATE]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                            FLEET BOSTON CORPORATION
                              WARRANTS TO PURCHASE
                          [TITLE OF WARRANT SECURITIES]

             VOID AFTER 5 P.M. NEW YORK TIME ON ______________, 19__

[NO.]                                                                   WARRANTS

         This certifies that [the bearer is the] [___________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitled such [bearer] [owner] to purchase, at any time
[after 5 p.m. New York time on ____________, 19__, and] on or before 5 p.m. New
York time on ________________, 19__, $___________ principal amount of [Title of
Warrant Securities] (the "Warrant Securities") of Fleet Boston Corporation (the
"Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on ______________, 19__, the exercise price
of each Warrant is $___________; during the period from _______________, 19__
through and including ____________, 19__, the exercise price of each Warrant
will be $_____________ plus [accrued amortization of the original issue
discount] [accrued interest] from _______________, 19__; on ________________,
19___, through and including _____________, 19__, the exercise price of each
Warrant will be $__________ plus [accrued amortization of the original issue
discount] [accrued interest] from _____________, 19__, [in each case, the
original issue discount will be amortized at a _____% annual rate, computed on
an annual basis, using a 360-day year consisting of twelve 30-day months] (the
"Warrant Price") [The original issue discount for each $1,000 principal amount
of Warrant Securities is $___________]. The holder may exercise the Warrants
evidenced hereby by providing certain information set forth on the back hereof
and by paying in full, [in lawful money of the United States of America] [in
cash or by certified check or official bank check or by bank wire transfer, in
each case] [by bank wire transfer], in immediately available funds, the Warrant
Price for each Warrant exercised to the Warrant Agent (as hereinafter defined)
and by surrendering this Warrant Certificate, with the purchase form on the back
hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the "Warrant Agent"), [or__________]
currently at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein and in the Warrant Agreement
(as hereinafter defined).

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of $__________ and any integral multiples thereof. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be
issued to the holder hereof a new Warrant Certificate evidencing the number of
Warrants remaining unexercised.

<PAGE>   13


         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ______________, 19__, (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _____________].

         The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of ___________, 1999 (the "Indenture")
between the Company and The Bank of New York, as trustee, and will be subject to
the terms and provisions contained in the Indenture. Copies of the Indenture and
the form of Warrant Securities are on file at the corporate trust office of the
trustee [ and at _______________].

         [Bearer Warrants - This Warrant Certificate may be transferred when
surrendered at the corporate trust office of the Warrant Agent [or
________________] by the registered owner of his appointed person or by an
attorney duly authorized in writing, in the manner and subject to the terms
provided in the Warrant Agreement.]

         After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.

         This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of Warrant Securities, including, without limitation, the
right to receive payments of principal of, premium, if any, or interest, if any,
on the Warrant Securities or to enforce any of the covenants of the Indenture.

         This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

         Dated as of ________________, 19__.

                                          FLEET BOSTON CORPORATION


                                          By
                                            ------------------------------------

Attest:


- -----------------------------


Countersigned:


- -----------------------------
             As Warrant Agent


By
  ---------------------------
         Authorized Signature







                                       13
<PAGE>   14


                        [Reverse of Warrant Certificate]

                      Instructions for Exercise of Warrant

         To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by bank
wire transfer], in immediately available funds, the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporation Trust
Department, [insert address of Warrant Agent], Attn. _______________ [or
______________], which [payment] [wire transfer] must specify the name of the
holder and the number of Warrants exercised by such holder. In addition, the
holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the [payment] [wire transfer].

                     To be Executed Upon Exercise of Warrant

         The undersigned hereby irrevocably elects to exercise _______________
Warrants evidenced by this Warrant Certificate to purchase $_____________
principal amount of the [Title of Warrant Securities] (the "Warrant Securities")
of Fleet Boston Corporation and represents that he has tendered payment for such
Warrant Securities [in cash or by certified check or official bank check or by
bank wire transfer in each case] [by bank wire transfer], in immediately
available funds, to the order of Fleet Boston Corporation, c/o [insert name and
address of Warrant Agent], in the amount of $______________ in accordance with
the terms hereof. The undersigned requests that said principal amount of Warrant
Securities be in fully registered from in the authorized denominations,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below.

         If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.

                                             Name:
                                                  ------------------------------
                                                          (Please Print)

                                             Address:
                                                     ---------------------------

                                                     ---------------------------

                                             Signature:
                                                       -------------------------

- ------------ -------- ----------

- ------------ -------- ----------
(Insert Social Security or Other
Indemnifying Number of Holder)



                                       14
<PAGE>   15

         The Warrants evidenced hereby may be exercised at the following
addresses:

By hand at
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------



By mail at
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------




         [Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants - complete as
appropriate.]





                                       15
<PAGE>   16


                                   Assignment

              (Form of Assignment to be Executed if Holder Desires
                     to Transfer Warrants Evidenced Hereby)

         FOR VALUE RECEIVED _______________________ hereby sells, assigns and
transfers unto _________________________________________


_____________________________________________      Please insert social security
(Please print name and address including zip code) or other identifying number
                                                   --------- -------- ----------

                                                   --------- -------- ----------


- --------------------------------------------------------------------------------
the Warranty represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
said Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.

Dated:                                    --------------------------------------
                                                       Signature

                                          (Signature must conform in all
                                          respects to name of holder as
                                          specified on the face of this Warrant
                                          Certificate and must bear a signature
                                          guarantee by a commercial bank, trust
                                          company or member broker of the New
                                          York, American, Midwest or Pacific
                                          Stock Exchange.)

Signature Guaranteed:



- -------------------------------------







<PAGE>   1
                                                                    Exhibit 4(d)

                            FLEET BOSTON CORPORATION

                                       and

                     [Name of Warrant Agent], Warrant Agent

                           UNIVERSAL WARRANT AGREEMENT


                                 dated as of [ ]




<PAGE>   2


                                TABLE OF CONTENTS


ARTICLE 1.  UNIVERSAL WARRANTS                                                 1

   SECTION 1.01. RANKING.                                                      1

   SECTION 1.02. FORM, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES          1

   SECTION 1.03. NUMBER UNLIMITED; ISSUABLE IN SERIES                          3

   SECTION 1.04. COUNTERSIGNATURE AND DELIVERY OF WARRANT CERTIFICATES         4

   SECTION 1.05. PLACE OF EXERCISE; REGISTRATION OF TRANSFERS AND EXCHANGES    6

   SECTION 1.06. MUTILATED OR MISSING WARRANT CERTIFICATES                     9

   SECTION 1.07. REGISTERED HOLDERS                                           10

   SECTION 1.08. CANCELLATION                                                 10

   SECTION 1.09. ADDITIONAL WARRANT AGENTS                                    11

   SECTION 1.10. APPOINTMENT OF CALCULATION AGENTS                            11


ARTICLE 2.  DURATION AND EXERCISE OF UNIVERSAL WARRANTS                       11

   SECTION 2.01. DURATION AND EXERCISE OF UNIVERSAL WARRANTS                  11

   SECTION 2.02. RETURN OF MONEY HELD UNCLAIMED FOR TWO YEARS                 11


ARTICLE 3.  OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS             12

   SECTION 3.01. WARRANTHOLDER MAY ENFORCE RIGHTS                             12

   SECTION 3.02. NO RIGHTS AS HOLDER OF WARRANT PROPERTY CONFERRED BY
   UNIVERSAL WARRANTS OR WARRANT CERTIFICATES                                 12

   SECTION 3.03. MERGER, CONSOLIDATION, CONVEYANCE OR TRANSFER                12


ARTICLE 4.  UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES      12

   SECTION 4.01. UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY                   12

   SECTION 4.02. PAYMENT OF TAXES                                             13


ARTICLE 5.  CONCERNING THE WARRANT AGENT                                      13

   SECTION 5.01. WARRANT AGENT                                                13

   SECTION 5.02. CONDITION OF WARRANT AGENT'S OBLIGATIONS                     13


<PAGE>   3


   SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR                     15


ARTICLE 6.  MISCELLANEOUS                                                     16

   SECTION 6.01. AMENDMENT                                                    16

   SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND THE WARRANT AGENT     17

   SECTION 6.03. ADDRESSES FOR NOTICES                                        17

   SECTION 6.04. NOTICES TO WARRANTHOLDERS                                    17

   SECTION 6.05. OBTAINING OF APPROVALS                                       18

   SECTION 6.06. PERSONS HAVING RIGHTS UNDER THIS AGREEMENT                   18

   SECTION 6.07. INSPECTION OF AGREEMENT                                      18

   SECTION 6.08. OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
   TO BE CONTAINED THEREIN                                                    18

   SECTION 6.09. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS              19

   SECTION 6.10. JUDGMENT CURRENCY                                            19

   SECTION 6.11. HEADINGS                                                     19

   SECTION 6.12. COUNTERPARTS                                                 19

   SECTION 6.13. APPLICABLE LAW                                               19



<PAGE>   4



                                WARRANT AGREEMENT


     THIS AGREEMENT, dated as of ____________, between FLEET BOSTON CORPORATION,
a corporation organized and existing under the laws of the State of Rhode Island
(the "Company"), and [Name of Warrant Agent], a [ ] (the "Warrant Agent").

     WHEREAS, the Company has duly authorized the issue from time to time of
warrants (the "Universal Warrants") to purchase or sell (i) securities of an
entity unaffiliated with the Company, a basket of such securities, an index or
indices of such securities or any combination of the above, (ii) currencies or
(iii) commodities (the property described in clauses (i), (ii) and (iii), in
relation to a Universal Warrant, being hereinafter referred to as the "Warrant
Property" applicable to such Universal Warrant) to be issued in one or more
series and in such number and with such terms as may from time to time be
authorized in accordance with the terms of this Agreement;

     WHEREAS, the Company has duly authorized the execution and delivery of this
Agreement to provide, among other things, for the delivery and administration of
the Universal Warrants; and

     WHEREAS, all things necessary to make this Agreement a valid agreement
according to its terms have been done;

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                               UNIVERSAL WARRANTS

     SECTION 1.01. RANKING. The Universal Warrants are unsecured contractual
obligations of the Company and will rank pari passu with the Company's other
unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.

     SECTION 1.02. FORM, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. (a)
Certificates ("Warrant Certificates") evidencing the Universal Warrants of each
series shall be substantially in the form of Exhibits I and II hereto or in such
form (not inconsistent with this Agreement) as shall be established by or
pursuant to one or more Board Resolutions (as defined below) (as set forth in a
Board Resolution or, to the extent established pursuant to, rather than set
forth in, a Board Resolution, in an Officer's Certificate (as defined below)
detailing such establishment) or in one or more agreements supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement. The Warrant
Certificates may have imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and that are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any self- regulatory organization (an "SRO") on
which the Universal Warrants of such series may be listed, or of any securities
depository, or to conform to usage. Warrant Certificates shall be signed on
behalf of the Company by the chief financial officer, the treasurer or any
assistant treasurer or such other person specifically designated by the Board of
Directors to execute Warrant Certificates, which signature may or may not be
attested by the secretary or an assistant secretary of the Company. The
signature of any of such officers may be either manual or facsimile.
Typographical and other minor errors or defects in any such signature shall not
affect the validity or enforceability of any Warrant Certificate that has been
duly countersigned and delivered by the Warrant Agent.


<PAGE>   5


     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Company to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Warrant Agent.

     "Board of Directors" means either the Board of Directors of the Company or
any committee of such Board duly authorized to act on its behalf for the
purposes of this Agreement.

     "Officer's Certificate" means a certificate signed by the chairman of the
board, any vice chairman, the president, the chief financial officer, any vice
president, the chief legal officer, the treasurer, any assistant treasurer or
such other person authorized by the Board of Directors to execute any such
certificate and delivered it to the Warrant Agent. Without limiting the
generality of the foregoing, if the Universal Warrants of any series are to be
issued as components of a unit ("Unit") with one or more other securities of the
Company, an officer's certificate or similar certificate relating to the
Universal Warrants delivered pursuant to an indenture or unit agreement or
similar agreement governing such Units or one or more other components thereof
may also constitute an Officer's Certificate under this Agreement.

           (b) In case any officer of the Company who shall have signed a
Warrant Certificate, either manually or by facsimile signature, shall cease to
be such officer before such Warrant Certificate shall have been countersigned
and delivered by the Warrant Agent to the Company or delivered by the Company,
such Warrant Certificate nevertheless may be countersigned and delivered as
though the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and a Warrant Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Warrant
Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such officer.

           (c) Pending the preparation of final Warrant Certificates evidencing
Universal Warrants of any series, the Company may execute and the Warrant Agent
shall countersign and deliver temporary Warrant Certificates evidencing such
Universal Warrants (printed, lithographed, typewritten or otherwise produced, in
each case in form satisfactory to the Warrant Agent). Such temporary Warrant
Certificates shall be issuable substantially in the form of the final Warrant
Certificates but with such omissions, insertions and variations as may be
appropriate for temporary Warrant Certificates, all as may be determined by the
Company with the concurrence of the Warrant Agent. Such temporary Warrant
Certificates may contain such reference to any provisions of this Warrant
Agreement as may be appropriate. Every such temporary Warrant Certificate shall
be executed by the Company and shall be countersigned by the Warrant Agent upon
the same conditions and in substantially the same manner, and with like effect,
as the final Warrant Certificates. Without unreasonable delay, the Company shall
execute and shall furnish final Warrant Certificates and thereupon such
temporary Warrant Certificates may be surrendered in exchange therefor without
charge, and the Warrant Agent shall countersign and deliver in exchange for such
temporary Warrant Certificates final Warrant Certificates evidencing a like
aggregate number of Universal Warrants of the same series and of like tenor as
those evidenced by such temporary Warrant Certificates. Until so exchanged, such
temporary Warrant Certificates and the Universal Warrants evidenced thereby
shall be entitled to the same benefits under this Warrant Agreement as final
Warrant Certificates and the Universal Warrants evidenced thereby.

     SECTION 1.03. NUMBER UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate
number of Universal Warrants that may be delivered under this Agreement is
unlimited.

           (b) The Universal Warrants may be issued in one or more series. There
shall be established in or pursuant to one or more Board Resolutions (and to the
extent established pursuant to, rather than set forth in, a Board Resolution, in
an Officer's Certificate detailing such establishment) or established in one or
more agreements supplemental hereto, prior to the initial issuance of Universal
Warrants of any series:

                                      -2-

<PAGE>   6


                  (i)    the designation of the Universal Warrants of the
                         series, which shall distinguish the Universal Warrants
                         of the series from the Universal Warrants of all other
                         series;

                  (ii)   any limit upon the aggregate number of the Universal
                         Warrants of the series that may be countersigned and
                         delivered under this Agreement (except for Universal
                         Warrants countersigned and delivered upon registration
                         of transfer of, or in exchange for, or in lieu of,
                         other Universal Warrants of the series);

                  (iii)  the specific Warrant Property purchasable or salable
                         upon exercise of the Universal Warrants of the series,
                         and the amount thereof (or the method for determining
                         the same);

                  (iv)   the price at which the Universal Warrants of the series
                         will be issued and, if other than U.S. dollars, the
                         coin or currency or composite currency in which such
                         issue price will be payable;

                  (v)    whether the Universal Warrants of the series are
                         warrants to purchase ("call warrants") or warrants to
                         sell ("put warrants") the Warrant Property;

                  (vi)   the price at which and, if other than U.S. Dollars, the
                         coin or currency or composite currency with which the
                         Warrant Property may be purchased or sold upon exercise
                         of the Universal Warrants of the series (or the method
                         for determining the same);

                  (vii)  whether the exercise price for the Universal Warrants
                         of the series may be paid in cash or by the exchange of
                         any other security of the Company, or both, or
                         otherwise, and the method of exercise of the Universal
                         Warrants of the series;

                  (viii) whether the exercise of the Universal Warrants of the
                         series is to be settled in cash or by delivery of the
                         Warrant Property or both, or otherwise;

                  (ix)   the date on which the right to exercise the Universal
                         Warrants of the series shall commence and the date (the
                         "Expiration Date") on which such right shall expire or,
                         if the Universal Warrants of the series are not
                         continuously exercisable throughout such period, the
                         specific date or dates on which they will be
                         exercisable;

                  (x)    whether the Warrant Certificates representing the
                         Universal Warrants of the series will be in registered
                         form ("Registered Warrants") or bearer form ("Bearer
                         Warrants") or both;

                  (xi)   whether the Warrant Certificates evidencing any
                         Registered Warrants or Bearer Warrants of the series
                         will be issued in global form ("Global Warrant
                         Certificates") or definitive form ("Definitive Warrant
                         Certificates") or both, and whether and on what terms
                         (if different from those set forth herein) Warrant
                         Certificates in one form may be converted into or
                         exchanged for Warrant Certificates in the other form;

                  (xii)  any warrant agents, depositaries, authenticating or
                         paying agents, transfer agents or registrars or any
                         determination or calculation agents or other agents
                         with respect to Universal Warrants of the series;

                  (xiii) whether the Universal Warrants of the series will be
                         issued separately or together as a unit (a "Unit") with
                         one or more other securities of the Company or any
                         other person and,

                                      -3-

<PAGE>   7


                         if the Universal Warrants of the series are to be
                         issued as components of Units, whether and on what
                         terms the Universal Warrants of the series may be
                         separated from the other components of such Units prior
                         to the Expiration Date of such Universal Warrants; and

                  (xiv)  any other terms of the Universal Warrants of the series
                         (which terms shall not be inconsistent with the
                         provisions of this Agreement).

           (c) All Universal Warrants of any one series shall be substantially
identical, except as may otherwise be provided by or pursuant to the Board
Resolution or Officer's Certificate referred to above or as set forth in any
such agreement supplemental hereto. All Universal Warrants of any one series
need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Agreement, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such agreement
supplemental hereto.

     SECTION 1.04. COUNTERSIGNATURE AND DELIVERY OF WARRANT CERTIFICATES. (a)
The Company may deliver Warrant Certificates evidencing Universal Warrants of
any series executed by the Company to the Warrant Agent for countersignature
together with the applicable documents referred to below in this Section, and
the Warrant Agent shall thereupon countersign and deliver such Warrant
Certificates to or upon the order of the Company (contained in the Issuer Order
(as defined below) referred to below in this Section) or pursuant to such
procedures acceptable to the Warrant Agent as may be specified from time to time
by an Issuer Order. Any terms of the Universal Warrants evidenced by such
Warrant Certificates may be determined by or pursuant to such Issuer Order or
such other procedures. If provided for in such procedures, such Issuer Order may
authorize countersignature and delivery pursuant to oral instructions from the
Company or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In countersigning such Warrant Certificates and accepting
the responsibilities under this Agreement in relation to the Universal Warrants
evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to
receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii) and 1.04(a)(iv)
below only at or before the time of the first request of the Company to the
Warrant Agent to countersign Warrant Certificates in a particular form
evidencing Universal Warrants) and shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

                  (i)    an Issuer Order requesting such countersignature and
                         setting forth delivery instructions if the Warrant
                         Certificates are not to be delivered to the Company;

                  (ii)   any Board Resolution, Officer's Certificate and/or
                         executed supplemental agreement pursuant to which the
                         forms and terms of the Universal Warrants evidenced by
                         such Warrant Certificates were established;

                  (iii)  an Officer's Certificate setting forth the forms and
                         terms of the Universal Warrants evidenced by such
                         Warrant Certificates stating that the form or forms and
                         terms of the Universal Warrants evidenced by such
                         Warrant Certificates have been established pursuant to
                         Sections 1.02 and 1.03 and comply with this Agreement,
                         and covering such other matters as the Warrant Agent
                         may reasonably request; and

                  (iv)   At the option of the Company, either an Opinion of
                         Counsel (as defined below) or a letter addressed to the
                         Warrant Agent permitting it to rely on an Opinion of
                         Counsel, substantially to the effect that:

                      (A)    the forms of the Warrant Certificates have been
                             duly authorized and established in conformity with
                             the provisions of this Agreement;

                                      -4-

<PAGE>   8


                      (B)    in the case of an underwritten offering, the terms
                             of the Universal Warrants have been duly authorized
                             and established in conformity with the provisions
                             of this Agreement and, in the case of an offering
                             that is not underwritten, certain terms of the
                             Universal Warrants have been established pursuant
                             to a Board Resolution, an Officer's Certificate or
                             a supplemental agreement in accordance with this
                             Agreement, and when such other terms as are to be
                             established pursuant to procedures set forth in an
                             Issuer Order shall have been established, all terms
                             will have been duly authorized by the Company and
                             will have been established in conformity with the
                             provisions of this Agreement; and

                      (C)    when the Warrant Certificates have been executed by
                             the Company and countersigned by the Warrant Agent
                             in accordance with the provisions of this Agreement
                             and delivered to and duly paid for by the
                             purchasers thereof, subject to such other
                             conditions as may be set forth in such opinion of
                             counsel, they will have been duly issued under this
                             Agreement and the Universal Warrants evidenced
                             thereby will be valid and legally binding
                             obligations of the Company, enforceable in
                             accordance with their respective terms, and will be
                             entitled to the benefits of this Agreement.

     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Warrant Agent), who shall be counsel reasonably
satisfactory to the Warrant Agent, in which case the opinion shall state that
such counsel believes he and the Warrant Agent are entitled so to rely. Such
counsel may also state that, insofar as such opinion involves factual matters,
such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

     "Issuer Order" means a written statement, request or order of the Company
signed in its name by the chairman of the board, any vice chairman, the
president, the chief financial officer, any vice president, the chief legal
officer, the treasurer, any assistant treasurer or such other person
specifically designated by the Board of Directors to execute any such written
instrument, request or order. Without limiting the generality of the foregoing,
if the Universal Warrants of a series are issued as components of Units, an
issuer order or similar order relating to the Universal Warrants delivered
pursuant to an indenture or unit or similar agreement governing such Units or
one or more other components thereof may also constitute an Issuer Order under
this Agreement if addressed to the Warrant Agent.

     "Opinion of Counsel" means an opinion in writing signed by [ ] or by such
other legal counsel, who may be an employee of or counsel to the Company, and
who shall be satisfactory to the Warrant Agent.

           (b) The Warrant Agent shall have the right to decline to countersign
and deliver any Warrant Certificates under this Section if the Warrant Agent,
being advised by counsel, determines that such action may not lawfully be taken
by the Company or if the Warrant Agent in good faith determines that (i) such
action would expose the Warrant Agent to personal liability to existing
registered or beneficial holders of Universal Warrants (each, a "Warrantholder")
or would affect the Warrant Agent's own rights, duties or immunities under the
Warrant Certificates, the Universal Warrants, this Agreement or otherwise or
(ii) the terms of such Universal Warrants are administratively unacceptable to
it.

                                      -5-

<PAGE>   9


           (c) If the Company shall establish pursuant to Section 1.03 that the
Universal Warrants of a series are to be evidenced in whole or in part by one or
more Global Warrant Certificates, then the Company shall execute and the Warrant
Agent shall, in accordance with this Section and the Issuer Order with respect
to such series, countersign and deliver one or more Global Warrant Certificates
that (i) shall evidence all or part of the Universal Warrants of such series
issued in such form and not yet canceled, (ii) shall be registered in the name
of the Depositary (as defined below) for such Universal Warrants or the nominee
of such Depositary, (iii) shall be delivered by the Warrant Agent to such
Depositary or pursuant to such Depositary's instructions and (iv) shall bear a
legend substantially to the following effect: "Unless and until it is exchanged
in whole or in part for Universal Warrants in definitive registered form, this
Warrant Certificate and the Universal Warrants evidenced hereby may not be
transferred except as a whole by the Depositary to the nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary."

     "Depositary" means, with respect to the Universal Warrants of any series
that are or may be evidenced by one or more Global Warrant Certificates, the
person or persons designated as Depositary by the Company pursuant to Section
1.03 hereof until a successor Depositary shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Depositary" shall mean
or include each person who is then a Depositary hereunder, and if at any time
there is more than one such person, "Depositary" as used with respect to the
Universal Warrants of any such series shall mean the Depositary with respect to
that series.

           (d) If so required by applicable law, each Depositary for a series of
Universal Warrants must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.

           (e) Each Warrant Certificate shall be dated the date of its
countersignature. A Warrant Certificate shall not be valid for any purpose, and
no Universal Warrant evidenced thereby shall be exercisable, unless and until
such Warrant Certificate has been countersigned by the manual signature of an
authorized officer of the Warrant Agent. Such countersignature by an authorized
officer of the Warrant Agent upon any Warrant Certificate executed by the
Company in accordance with this Agreement shall be conclusive evidence that the
Warrant Certificate so countersigned and the Universal Warrants evidenced
thereby have been duly issued hereunder.

     SECTION 1.05. PLACE OF EXERCISE; REGISTRATION OF TRANSFERS AND EXCHANGES.
(a) Except as otherwise established pursuant to Section 1.03 with respect to
Universal Warrants of a series, Universal Warrants may be presented for exercise
at the Warrant Agent's Window (as defined below) in accordance with procedures
to be established pursuant to Section 1.03.

           (b) Except as otherwise provided herein or as established pursuant to
Section 1.03 with respect to the Universal Warrants of a series, the Warrant
Agent shall from time to time register the transfer of any outstanding
Registered Definitive Warrant Certificates upon the records to be maintained by
it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as
defined below), subject to such reasonable regulations as the Company or the
Warrant Agent may prescribe with respect to the Universal Warrants of such
series, upon surrender thereof at the Warrant Agent's Window (as defined below),
Attention: Transfer Department, duly endorsed by, or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Warrant Agent
and the Company duly executed by, the Registered Holder(s) (as defined below)
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney, such signature to be guaranteed by a bank or trust company
with a correspondent office in The City of New York or by a broker or dealer
that is a member of the National Association of Securities Dealers, Inc. (the
"NASD") or by a member of a national securities exchange or in such other manner
acceptable to the Warrant Agent and the Company. Upon any such registration of
transfer, one or more new Warrant Certificates of the same series and

                                      -6-

<PAGE>   10


like terms evidencing a like number of unexercised Universal Warrants shall be
issued to the transferee(s) and the surrendered Warrant Certificate shall be
cancelled by the Warrant Agent.

           (c) Except as otherwise established for a series of Universal
Warrants pursuant to Section 1.03, at the option of a Registered Holder,
Definitive Warrant Certificates may be exchanged for other Definitive Warrant
Certificates evidencing the same aggregate number of unexercised Universal
Warrants of the same series and of like tenor upon surrender to the Warrant
Agent of the Definitive Warrant Certificates to be exchanged at the Warrant
Agent's Window, Attention: Transfer Department. The "Warrant Agent's Window"
shall be the window of the Warrant Agent maintained for purposes of transfer and
tender in the Borough of Manhattan, The City of New York (or at the address of
any additional agency established by the Company pursuant to Section 1.08
hereof, or at the address of any successor Warrant Agent (as provided in Section
5.03)), which is, on the date of this Agreement, [name and address of Warrant
Agent's Window]. If the Universal Warrants of any series are issued in both
registered and unregistered form, except as otherwise established for such
series pursuant to Section 1.03, at the option of the holder thereof, Warrant
Certificates evidencing Bearer Warrants of any series may be exchanged for
Definitive Warrant Certificates evidencing an equal number of unexercised
Registered Warrants of the same series and of like tenor upon surrender of such
Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant
Agent's Window, Attention: Transfer Department. Unless otherwise established for
such series pursuant to Section 1.03, Registered Warrants of any series may not
be exchanged for Bearer Warrants of such series. Upon surrender of any
unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel
such Warrant Certificate, and the Company shall execute, and the Warrant Agent
shall countersign and deliver, one or more new Warrant Certificates evidencing a
like number of unexercised Universal Warrants of the same series and of like
tenor.

           (d) Universal Warrants evidenced by the Warrant Certificates issued
upon transfer or exchange pursuant to paragraph (b) or (c) of this Section shall
be valid obligations of the Company, constituting the same obligations of the
Company as the Universal Warrants evidenced by the Warrant Certificates
surrendered for transfer or exchange, and entitled to the same benefits under
this Agreement as were such Universal Warrants evidenced by the Warrant
Certificates prior to such surrender.

           (e) Except as provided in Section 1.06, no service charge shall be
made for any registration of transfer or exchange of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant Certificates, other than exchanges pursuant to
this Section not involving any transfer.

           (f) In the event that upon any exercise of Universal Warrants
evidenced by a Warrant Certificate the number of Universal Warrants exercised
shall be less than the total number of Universal Warrants evidenced by such
Warrant Certificate, there shall be issued to the Registered Holder thereof (or,
in the case of Bearer Warrants, the holder thereof) or his assignee a new
Warrant Certificate evidencing the number of Universal Warrants of the same
series and of like tenor not exercised.

           (g) Warrant Certificates evidencing Bearer Warrants shall be
transferable by delivery.

           (h) Notwithstanding any other provision of this Agreement, unless and
until it is exchanged in whole or in part for Definitive Warrant Certificates, a
Global Warrant Certificate evidencing all or a portion of the Universal Warrants
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

           (i) If at any time the Depositary for any series of Universal
Warrants notifies the Company that it is unwilling or unable to continue as
Depositary for such series

                                      -7-

<PAGE>   11


or if at any time the Depositary for such series shall no longer be eligible
under this Agreement, the Company shall appoint a successor Depositary with
respect to such series. If a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 1.03 that such series be evidenced by one or more Global Warrant
Certificates shall no longer be effective and the Company will execute, and the
Warrant Agent, upon receipt of an Officer's Certificate for the countersignature
and delivery of Definitive Warrant Certificates evidencing Universal Warrants of
such series, will countersign and deliver Definitive Warrant Certificates
evidencing Universal Warrants of such series and of like tenor in an aggregate
number equal to the number of the unexercised Universal Warrants represented by
such Global Warrant Certificate or Certificates in exchange for such Global
Warrant Certificate or Certificates.

           (j) If established pursuant to Section 1.03 with respect to a series
of Universal Warrants evidenced in whole or in part by one or more Global
Warrant Certificates, the Depositary for such series may surrender such Global
Warrant Certificate or Certificates in exchange in whole or in part for
Definitive Warrant Certificates evidencing Universal Warrants of the same series
and of like tenor on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Warrant Agent shall
countersign and deliver, without service charge:

                  (i)    to the person specified by such Depositary a new
                         Definitive Warrant Certificate of the same series and
                         of like tenor in an aggregate number equal to and in
                         exchange for such person's beneficial interest in the
                         Universal Warrants evidenced by such Global Warrant
                         Certificate or Certificates; and

                  (ii)   to such Depositary a new Global Warrant Certificate or
                         Certificates evidencing Universal Warrants of the same
                         series and of like tenor in number equal to the
                         difference, if any, between the number of unexercised
                         Universal Warrants evidenced by the surrendered Global
                         Warrant Certificates and the number of unexercised
                         Universal Warrants evidenced by such Definitive Warrant
                         Certificate countersigned and delivered pursuant to
                         clause 1.05(j)(i) above.

     Upon the exchange of a Global Warrant Certificate for Definitive Warrant
Certificates, such Global Warrant Certificate shall be canceled by the Warrant
Agent or an agent of the Company or the Warrant Agent. Registered Definitive
Warrant Certificates issued in exchange for a Registered Global Warrant
Certificate pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the persons in whose names such Warrant Certificates are so
registered. Definitive Bearer Warrant Certificates issued in exchange for a
Global Bearer Warrant Certificate pursuant to this Section shall be issued in
such authorized denominations as the Depositary for such series, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent or an agent of the Company or the Warrant Agent. The
Warrant Agent or such agent shall deliver such Warrant Certificates to or as
directed by the Depositary for such series.

           (k) Notwithstanding anything herein or in the terms of any series of
Universal Warrants to the contrary, none of the Company, the Warrant Agent or
any agent of the Company or the Warrant Agent (any of which, other than the
Company, shall rely on an Officer's Certificate and an Opinion of Counsel) shall
be required to exchange any Bearer Warrant for a Registered Warrant if such
exchange would result in adverse Federal income tax consequences to the Company
under then applicable United States Federal income tax laws.

           (l) The Company will maintain one or more offices or agencies in a
city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of

                                      -8-

<PAGE>   12


any stock exchange on which the Universal Warrants of such series are listed)
where the Bearer Warrants, if any, of each series may be presented for exercise
and payment. No payment on any Bearer Warrants will be made upon presentation of
such Bearer Warrant at an agency of the Company within the United States nor
will any payment be made by transfer to an account in, or by mail to an address
in, the United States unless pursuant to applicable United States laws and
regulations then in effect such payment can be made without adverse tax
consequences to the Company. Notwithstanding the foregoing, payments in United
States dollars with respect to Bearer Warrants of any series which are payable
in United States dollars may be made at an agency of the Company maintained in
the Borough of Manhattan, The City of New York if such payment in United States
dollars at each agency maintained by the Company outside the United States for
payment on such Bearer Warrants is illegal or effectively precluded by exchange
controls or other similar restrictions.

           (m) The Company may from time to time designate one or more
additional offices or agencies where the Universal Warrants of a series may be
presented for exercise and payment, where the Universal Warrants of that series
may be presented for exchange as provided in this Agreement and where the
Registered Universal Warrants of that series may be presented for registration
of transfer as in this Agreement provided, and the Company may from time to time
rescind any such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain the agencies provided for in
this Section. The Company will give to the Warrant Agent prompt written notice
of any such designation or rescission thereof.

     SECTION 1.06. MUTILATED OR MISSING WARRANT CERTIFICATES. (a) If any Warrant
Certificate evidencing Universal Warrants of any series is mutilated, lost,
stolen or destroyed, the Company may in its discretion execute, and the Warrant
Agent may countersign and deliver, in exchange and substitution for the
mutilated Warrant Certificate, or in replacement for the Warrant Certificate
lost, stolen or destroyed, a new Warrant Certificate representing an equivalent
number of unexercised Universal Warrants of the same series and of like tenor,
bearing an identification number, if applicable, not contemporaneously
outstanding, but only (in case of loss, theft or destruction) upon receipt of
evidence satisfactory to the Company and the Warrant Agent of such loss, theft
or destruction of such Warrant Certificate and security or indemnity, if
requested, also satisfactory to them. Applicants for such substitute Warrant
Certificates shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may prescribe.

           (b) In case the Universal Warrants evidenced by any such mutilated,
lost, stolen or destroyed Warrant Certificate have been or are about to be
exercised, or deemed to be exercised, the Company in its absolute discretion
may, instead of issuing a new Warrant Certificate, and subject to the conditions
set forth in clause 1.06(a) above, direct the Warrant Agent to treat the same as
if it had received the Warrant Certificate together with an irrevocable exercise
notice in proper form in respect thereof, as established with respect to the
Universal Warrants of such series.

           (c) The Universal Warrants evidenced by each new Warrant Certificate
issued pursuant to this Section in lieu of any lost, stolen or destroyed Warrant
Certificate shall be original, additional contractual obligations of the
Company, and shall be entitled to the same benefits under this Agreement as the
Universal Warrants evidenced by the Warrant Certificate that was lost, stolen or
destroyed.

           (d) Upon the issuance of any new Warrant Certificate in accordance
with this Section, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) connected therewith.

           (e) The provisions of this Section are exclusive and shall preclude
(to the extent lawful) any other rights and remedies with respect to the
replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.

                                      -9-

<PAGE>   13


     SECTION 1.07. REGISTERED HOLDERS. (a) Prior to due presentment for
registration of transfer, the Company, the Warrant Agent, and any agent of the
Company or the Warrant Agent may deem and treat the person in whose name a
Warrant Certificate shall be registered in the Warrant Register (a "Registered
Holder") as the absolute owner of the Registered Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate) for any purpose whatsoever, and as the person entitled to exercise
the rights represented by the Registered Warrants evidenced thereby, and neither
the Company nor the Warrant Agent, nor any agent of the Company or the Warrant
Agent, shall be affected by any notice to the contrary. All payments on account
of any Registered Warrant to the Registered Holder, or upon his order, shall be
valid, and to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability of the Company for moneys paid upon such Registered
Warrant. This Section shall be without prejudice to the rights of Warrantholders
as described elsewhere herein.

           (b) The Company, the Warrant Agent and any agent of the Company or
the Warrant Agent may treat the holder of any Bearer Warrant as the absolute
owner of such Bearer Warrant for the purpose of exercising the rights
represented thereby and for all other purposes and neither the Company, the
Warrant Agent, nor any agent of the Company or the Warrant Agent shall be
affected by any notice to the contrary. All payments on account of such Bearer
Warrant made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon such Bearer Warrant. This Section shall be
without prejudice to the rights of Warrantholders as described elsewhere herein.

     SECTION 1.08. CANCELLATION. All Universal Warrant Certificates surrendered
to the Warrant Agent for redemption or registration of transfer or exchange
shall be promptly cancelled by the Warrant Agent. The Company may at any time
deliver to the Warrant Agent for cancellation any Universal Warrant Certificates
previously countersigned and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Universal Warrant Certificates so
delivered shall, upon receipt by the Warrant Agent of an Issuer Order, be
promptly cancelled by the Warrant Agent. No Universal Warrant Certificates shall
be countersigned in lieu of or in exchange for any Universal Warrant
Certificates cancelled as provided in this Section, except as permitted by this
Agreement. All cancelled Universal Warrant Certificates held by the Warrant
Agent shall be disposed of in accordance with its customary procedures and a
certificate of their disposition shall be delivered by the Warrant Agent to the
Company, unless by Issuer Order the Company shall direct that cancelled
Universal Warrant Certificates be returned to it.

If the Company or any affiliate of the Company shall acquire any Universal
Warrant Certificate, such acquisition shall not operate as a cancellation of
such Universal Warrant Certificate unless and until such Universal Warrant
Certificate is delivered to the Warrant Agent for the purpose of cancellation.

     SECTION 1.09. ADDITIONAL WARRANT AGENTS. Whenever the Company shall appoint
a warrant agent other than the Warrant Agent with respect to the Universal
Warrants of any series, it will cause such warrant agent to execute and deliver
to the Warrant Agent an instrument in which such agent shall agree with the
Warrant Agent, subject to the provisions of this Section:

           (a) that it will hold all Warrant Property received by it as such
agent for any payment with respect to the Universal Warrants of such series in
trust for the benefit of the Warrantholders of such series if any, or of the
Warrant Agent, and

           (b) that it will give the Warrant Agent notice of any failure by the
Company to make any payment with respect to the Universal Warrants of such
series when the same shall be due and payable.

                                      -10-

<PAGE>   14


The Company will, on or prior to each date of any payment of Universal Warrants
of any such series, deposit with the Warrant Agent or any such additional
warrant agent a sum sufficient to make such payment, and the Company will
promptly notify the Warrant Agent of any failure to take such action with
respect to any such additional warrant agent.

     SECTION 1.10. APPOINTMENT OF CALCULATION AGENTS. Pursuant to Section 1.03
hereof, the Company may, in connection with any series of Universal Warrants
appoint [name of initial Calculation Agent] or any other person or entity as
Calculation Agent to make any calculations as may be required pursuant to the
terms of any such series of Universal Warrants. Any such Calculation Agent shall
act as an independent expert and, unless otherwise provided by this Agreement,
its calculations and determinations under this Agreement shall, absent manifest
error, be final and binding on the Company, the Warrant Agent and the
Warrantholders. Any such calculations will be made available to a Warrantholder
for inspection at the Warrant Agent's Office.

                                    ARTICLE 2

                   DURATION AND EXERCISE OF UNIVERSAL WARRANTS

     SECTION 2.01. DURATION AND EXERCISE OF UNIVERSAL WARRANTS. All terms with
respect to duration and exercise of Universal Warrants will be established
pursuant to Section 1.03 for each series of Universal Warrants.

     SECTION 2.02. RETURN OF MONEY HELD UNCLAIMED FOR TWO YEARS. Except as
otherwise provided herein, any money or other assets deposited with or paid to
the Warrant Agent for the payment of any Universal Warrants and not paid but
remaining unclaimed for two years after the date upon which such money or other
assets shall have become due and payable shall be repaid by the Warrant Agent to
the Company, at the Company's request pursuant to an Officer's Certificate, and
the holders of such Universal Warrants shall thereafter look only to the Company
for any payment which such holders may be entitled to collect and all liability
of the Warrant Agent with respect to such money shall thereupon cease; provided
that the Warrant Agent, before making any such repayment, may (but shall not be
obligated to) at the expense of the Company notify (i) in the case of Registered
Warrants evidenced by Definitive Warrant Certificates, the Registered Holders,
(ii) in the case of Warrants evidenced by one or more Global Warrant
Certificates, the participants of the Depositary, and (iii) in the case of
Bearer Warrants evidenced by Definitive Warrant Certificates, the holders
thereof, in each case as provided in Section 6.04, that said money has not been
so applied and remains unclaimed and that after a date named in the notification
any unclaimed balance of said money then remaining will be returned to the
Company.

                                    ARTICLE 3

              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

     SECTION 3.01. WARRANTHOLDER MAY ENFORCE RIGHTS. Notwithstanding any of the
provisions of this Agreement, any Warrantholder may, without the consent of the
Warrant Agent, the Depositary, any participant of the Depositary, any other
Warrantholder, the holder of any Warrant Property or, if applicable, the common
depositary for [ ], or its successor, as operator of the Euroclear System and
Cedelbank, or its successor, in and for its own behalf, enforce, and may
institute and maintain, any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, its right to exercise its
Universal Warrants as provided in this Agreement and established with respect to
such Universal Warrants pursuant to Section 1.03.

     SECTION 3.02. NO RIGHTS AS HOLDER OF WARRANT PROPERTY CONFERRED BY
UNIVERSAL WARRANTS OR WARRANT Certificates. No Warrant Certificate or Universal
Warrant evidenced thereby shall entitle the holder or any beneficial owner
thereof to any of the rights of a holder or beneficial owner of Warrant
Property, including,

                                      -11-

<PAGE>   15


without limitation, the right to receive the payment of principal of (premium,
if any) or interest, if any, on Warrant Property or to vote or to enforce any
rights under any documents governing Warrant Property.

     SECTION 3.03. MERGER, CONSOLIDATION, CONVEYANCE OR TRANSFER. (a) If at any
time there shall be a merger or consolidation of the Company or a conveyance or
transfer of its property and assets substantially as an entirety, then in any
such event the successor, if other than the Company, shall by an instrument of
assumption delivered to the Warrant Agent succeed to and be substituted for the
Company, with the same effect as if it had been named herein and in the Warrant
Certificates as the Company. The Company shall thereupon, except in the case of
a transfer by way of lease, be relieved of any further obligation hereunder and
under the Universal Warrants and the Warrant Certificates, and the Company, as
the predecessor corporation, except in the case of a transfer by way of lease,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor and assuming corporation may thereupon cause to be signed, and
may issue either in its own name or in the name of the Company, Warrant
Certificates evidencing any or all of the Universal Warrants issuable hereunder
that theretofore shall not have been signed by the Company. All the Universal
Warrants so issued shall in all respects have the same legal rank and benefit
under this Agreement as the Universal Warrants theretofore or thereafter issued
in accordance with the terms of this Agreement as though all of such Universal
Warrants had been issued at the date of the execution hereof. In any case of any
such merger, consolidation, conveyance or transfer, such changes in phraseology
and form (but not in substance) may be made in the Warrant Certificates
representing the Universal Warrants thereafter to be issued as may be
appropriate.

           (b) The Warrant Agent may receive an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, conveyance, transfer or assumption
complies with the provisions of this Section.

                                    ARTICLE 4

          UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

     SECTION 4.01. UNIVERSAL WARRANTS ACQUIRED BY THE COMPANY. (a) In the event
the Company shall purchase or otherwise acquire Universal Warrants, such
Universal Warrants may, at the option of the Company, be (i) in the case of
Bearer Warrants or Registered Warrants evidenced by Definitive Warrant
Certificates, delivered to the Warrant Agent, and if so delivered, the Warrant
Agent shall promptly cancel such Universal Warrants on the records of the
Warrant Agent or (ii) in the case of Warrants evidenced by one or more Global
Warrant Certificates, surrendered free through a participant of the Depositary
to the Depositary for credit to the account of the Warrant Agent maintained at
the Depositary, and if so credited, the Warrant Agent shall promptly note the
cancellation of such Universal Warrants by notation on the records of the
Warrant Agent and the Warrant Agent shall cause its records to be marked to
reflect the reduction in the number of Universal Warrants evidenced by the
Global Warrant Certificate or Certificates by the number of Universal Warrants
so canceled promptly after such account is credited. Universal Warrants acquired
by the Company may also, at the option of the Company, be resold by the Company
directly or to or through any of its affiliates in lieu of being surrendered to
the Warrant Agent or credited to its account. No Warrant Certificate shall be
countersigned in lieu of or in exchange for any Universal Warrant that is
canceled as provided herein, except as otherwise expressly permitted by this
Agreement.

           (b) Any canceled Warrant Certificate held by the Warrant Agent under
this Agreement shall be disposed of by the Warrant Agent in accordance with its
customary procedures unless otherwise directed by the Company, and the Warrant
Agent shall deliver a certificate of disposition to the Company evidencing the
same.

     SECTION 4.02. PAYMENT OF TAXES. The Company will pay all stamp, withholding
and other duties, if any, attributable to the initial issuance of each series or
tranche of Universal Warrants; provided, however, that, anything in this
Agreement to the contrary notwithstanding, the Company shall not be required to
pay any tax

                                      -12-

<PAGE>   16


or other governmental charge that may be payable in respect of any transfer
involving any beneficial or record interest in, or ownership interest of, any
Universal Warrants or Warrant Certificates.

                                    ARTICLE 5

                          CONCERNING THE WARRANT AGENT

     SECTION 5.01. WARRANT AGENT. The Company hereby appoints [name of Warrant
Agent] as Warrant Agent of the Company in respect of the Universal Warrants upon
the terms and subject to the conditions set forth herein; and [name of Warrant
Agent] hereby accepts such appointment. The Warrant Agent shall have the powers
and authority granted to and conferred upon it in this Agreement and such
further powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it with its consent. All of the terms and
provisions with respect to such powers and authority contained in any Warrant
Certificate are subject to and governed by the terms and provisions hereof.

     SECTION 5.02. CONDITION OF WARRANT AGENT'S OBLIGATIONS. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Universal Warrants
shall be subject:

           (a) The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for its reasonable out-of-
pocket expenses (including attorneys' fees and expenses) incurred by the Warrant
Agent without negligence or bad faith on its part in connection with the
services rendered by it hereunder. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense (including reasonable attorneys' fees and expenses) incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as such Warrant Agent hereunder, as well as the
reasonable costs and expenses of defending against any claim of liability in the
premises. The obligations of the Company under this Section shall survive the
expiration of all Universal Warrants issued under this Agreement.

           (b) In acting under this Agreement, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any Warrantholders.

           (c) The Warrant Agent may consult with counsel satisfactory to it
(including counsel to the Company), and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel.

           (d) The Warrant Agent shall be protected and shall incur no liability
for or in respect of any action taken or thing suffered by it in reliance upon
any notice, direction, consent, certificate, affidavit, opinion, statement or
other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.

           (e) The Warrant Agent and its officers, directors and employees may
become the owner of, or acquire any interest in, any Universal Warrants or other
obligations of the Company, with the same rights that it or they would have if
it were not the Warrant Agent hereunder and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on behalf of, or as depositary, trustee
or agent for, any committee or body of owners or holders of Universal Warrants
or other obligations of the Company as freely as if it were not the Warrant
Agent hereunder.

                                      -13-

<PAGE>   17


           (f) The Warrant Agent shall not be under any liability for interest
on any monies at any time received by it pursuant to any of the provisions of
this Agreement nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Warrant Agent shall not be
responsible for advancing funds on behalf of the Company.

           (g) The Warrant Agent shall not be under any responsibility with
respect to the validity or sufficiency of this Agreement or the execution and
delivery hereof (except the due authorization, execution and delivery hereof by
the Warrant Agent) or with respect to the validity or execution of the Warrant
Certificates (except its countersignature thereof).

           (h) The recitals contained herein and in the Warrant Certificates
(except as to the Warrant Agent's countersignature thereon) shall be taken as
the statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of the same.

           (i) The Warrant Agent shall be obligated to perform such duties as
are specifically set forth in this Agreement and no implied duties or
obligations shall be read into this Agreement against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
likely to involve it in any expense or liability, the payment of which is not,
in its reasonable opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the application by the
Company of any proceeds of the issuance of any Warrants. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained in this Agreement or in any
Warrant Certificate or in the case of the receipt of any written demand from a
holder of a Universal Warrant with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as
provided in Section 6.02, to make any demand upon the Company.

     SECTION 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company
agrees, for the benefit of the holders from time to time of the Universal
Warrants, that there shall at all times be a Warrant Agent hereunder with
respect to each series of Universal Warrants until all the Universal Warrants of
such series are no longer outstanding or until monies for the payment of all
outstanding Universal Warrants of such series, if any, shall have been paid to
the Warrant Agent and shall have been returned to the Company as provided in
Section 2.02, whichever occurs earlier.

           (b) The Warrant Agent may at any time resign as such agent with
respect to any series of Universal Warrants by giving written notice to the
Company of such intention on its part, specifying the date on which its desired
resignation shall become effective, subject to the appointment of a successor
Warrant Agent with respect to such series and acceptance of such appointment by
such successor Warrant Agent as hereinafter provided. The Warrant Agent
hereunder may be removed with respect to any series of Universal Warrants at any
time by the filing with it of an instrument in writing signed by or on behalf of
the Company and specifying such removal and the date when it shall become
effective. Such resignation or removal shall take effect upon the appointment by
the Company, as hereinafter provided, of a successor Warrant Agent with respect
to such series (which shall be a banking institution organized under the laws of
the United States of America or one of the states thereof, have a combined
capital and surplus of at least $50,000,000 (as set forth in its most recent
reports of condition published pursuant to law or to the requirements of any
United States federal or state regulatory or supervisory authority) and having
an office in the Borough of Manhattan, The City of New York) and the acceptance
of such appointment by such successor Warrant Agent. In the event a successor
Warrant Agent has not been appointed and accepted its duties within 90 days of
the Warrant Agent's notice of resignation, the Warrant Agent may apply to any
court of competent jurisdiction for the designation of a successor Warrant Agent
with respect to such series. The obligation of the Company under Section
5.02(a)shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent with respect to any series of
Universal Warrants.

                                      -14-

<PAGE>   18


           (c) In case at any time the Warrant Agent with respect to any series
of Universal Warrants shall give notice of its intent to resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or make an assignment for the benefit of its creditors, or consent to
the appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be promptly appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder with respect to such series.

           (d) Any successor Warrant Agent appointed hereunder with respect to
any series of Universal Warrants shall execute, acknowledge and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act,
deed or conveyance, shall become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent with respect to such series hereunder,
and such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor (including, without
limitation, the Warrant Register), as Warrant Agent with respect to such series
hereunder.

           (e) If a successor Warrant Agent is appointed with respect to the
Universal Warrants of one or more (but not all) series, the Company, the
predecessor Warrant Agent and each successor Warrant Agent with respect to the
Universal Warrants of any applicable series shall execute and deliver an
agreement supplemental hereto that shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers and duties
of the predecessor Warrant Agent with respect to the Universal Warrants of any
series as to which the predecessor Warrant Agent is not retiring shall continue
to be vested in the predecessor Warrant Agent, and shall add to or change any of
the provisions of this Agreement as shall be necessary to provide for or
facilitate the administration of the Universal Warrants hereunder by more than
one Warrant Agent, it being understood that nothing herein or in such
supplemental agreement shall constitute such Warrant Agents Co-Warrant Agents of
the same Universal Warrants and that each such Warrant Agent shall be a Warrant
Agent with respect to separate series of Universal Warrants.

           (f) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the corporate agency assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

                                    ARTICLE 6

                                  MISCELLANEOUS

     SECTION 6.01. AMENDMENT. (a) This Agreement and the terms of the Universal
Warrants of any series may be amended (by means of an agreement supplemental
hereto or otherwise) by the Company and the Warrant Agent, without the consent
of the Warrantholders of any series of Universal Warrants, (i) for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective
or inconsistent

                                      -15-

<PAGE>   19


provision contained herein or therein, (ii) to establish the form or terms of
Warrant Certificates or Universal Warrants of any series as permitted by
Sections 1.02 and 1.03, (iii) to evidence and provide for the acceptance of
appointment hereunder by a successor Warrant Agent with respect to the Universal
Warrants of any series and to add to or change any of the provisions of this
Agreement as shall be necessary to provide for or facilitate the administration
of the Universal Warrants hereunder by more than one Warrant Agent pursuant to
Section 5.03, or (iv) in any other manner which the Company may deem necessary
or desirable and which will not materially and adversely affect the interests of
the Warrantholders of such series.

           (b) The Company and the Warrant Agent may modify or amend this
Agreement (by means of an agreement supplemental hereto or otherwise) with the
consent of Warrantholders holding not less than a majority in number of the then
outstanding Universal Warrants of all series affected by such modification or
amendment, for any purpose; provided, however, that no such modification or
amendment that changes the exercise price of the Universal Warrants of any
series, reduces the amount receivable upon exercise, cancellation or expiration
of the Warrants other than in accordance with the antidilution provisions or
other similar adjustment provisions included in the terms of the Warrants,
shortens the period of time during which the Universal Warrants of such series
may be exercised, or otherwise materially and adversely affects the exercise
rights of the affected Warrantholders or reduces the percentage of the number of
outstanding Universal Warrants of such series, the consent of whose holders is
required for modification or amendment of this Agreement, may be made without
the consent of each Warrantholder affected thereby. In the case of Universal
Warrants evidenced by one or more Global Warrant Certificates, the Company and
the Warrant Agent shall be entitled to rely upon certification in form
satisfactory to each of them that any requisite consent has been obtained from
holders of beneficial ownership interests in the relevant Global Warrant
Certificate. Such certification may be provided by participants of the
Depositary acting on behalf of such beneficial owners of Universal Warrants,
provided that any such certification is accompanied by a certification from the
Depositary as to the Universal Warrant holdings of such participants.

           (c) An amendment that changes or eliminates any provision of this
Agreement that has expressly been included solely for the benefit of one or more
particular series of Universal Warrants, or that modifies the rights of
Warrantholders of such series with respect to such provision, shall be deemed
not to affect the rights under this Agreement of the Warrantholders of any other
series.

           (d) Upon the request of the Company, accompanied by a copy of a Board
Resolution (which Board Resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) authorizing the
execution of any such amendment, and upon the filing with the Warrant Agent of
evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall
join with the Company in the execution of such amendment unless such amendment
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise, in which case the Warrant Agent may in its discretion,
but shall not be obligated to, enter into such amendment. In executing, or
accepting the additional duties created by, any amendment permitted by this
Article, the Warrant Agent shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement. The fact and date
of the execution of any consent of Warrantholders, or the authority of the
Person executing the same, may be proved in any manner which the Warrant Agent
(with the approval of the Company) deems sufficient.

           (e) It shall not be necessary for the consent of the Warrantholders
under this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof.

     SECTION 6.02. NOTICES AND DEMANDS TO THE COMPANY AND THE WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
any Warrantholder pursuant to the provisions of

                                      -16-

<PAGE>   20


this Agreement or the terms of the Universal Warrants of any series, the Warrant
Agent shall promptly forward such notice or demand to the Company.

     SECTION 6.03. ADDRESSES FOR NOTICES. Any communications to the Warrant
Agent with respect to this Agreement shall be in writing addressed to [Warrant
Agent address], Attention: [Warrant Agent Contact] (the "Warrant Agent's
Office") and any communications to the Company with respect to this Agreement
shall be addressed to Fleet Boston Corporation, One Federal Street, 36th Floor,
Boston, Massachusetts 02110, Attention: General Counsel (or in each case to such
other address as shall be given in writing to the other party hereto).

     SECTION 6.04. NOTICES TO WARRANTHOLDERS. The Company may cause to have
notice given to the Warrantholders of any series by providing the Warrant Agent
with a form of notice to be distributed by (i) in the case of Registered
Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent to
Registered Holders by first class mail, (ii) in the case of Warrants evidenced
by one or more Global Warrant Certificates, the Depositary to be distributed by
the Depositary to its participants in accordance with the custom and practices
of the Depositary or (iii) in the case of Bearer Warrants evidenced by
Definitive Warrant Certificates, publication at least once in an Authorized
Newspaper (as defined below) in The City of New York, and Western Europe.

     "Authorized Newspaper" means a newspaper (which, in the case of The City of
New York, will, if practicable, be The Wall Street Journal (Eastern Edition)
and, in the case of Western Europe, will, if practicable, be the Financial Times
(London Edition)) published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, and
Western Europe, as applicable. If it shall be impractical in the opinion of the
Warrant Agent to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given with the approval of the Warrant Agent shall constitute a
sufficient publication of such notice.

     SECTION 6.05. OBTAINING OF APPROVALS. The Company will from time to time
take all action that may be necessary to obtain and keep effective any and all
filings or notices under applicable law, which may be or become required in
connection with the issuance, sale, trading, transfer or delivery of the Warrant
Certificates or the exercise of the Universal Warrants.

     SECTION 6.06. PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this
Agreement expressed or implied and nothing that may be inferred from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the Company, the Warrant Agent and the
Warrantholders any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent, their respective successors and the Warrantholders.

     SECTION 6.07. INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the Warrant Agent's Office for inspection
by the Warrantholders, participants of the Depositary certified as such by the
Depositary or any person certified by any such participant to be an indirect
participant of the Depositary or any person certified by any such participant to
be a beneficial owner of a Universal Warrant, in each case, on behalf of whom
such participant holds Universal Warrants.

     SECTION 6.08. OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO
BE CONTAINED THEREIN. (a) Each certificate or opinion provided for in this
Agreement and delivered to the Warrant Agent with respect to compliance with a
condition or covenant provided for in this Agreement shall include (i) a
statement that the person making such certificate or opinion has read such
covenant or condition, (ii) a brief statement as to the

                                      -17-

<PAGE>   21


nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (iii) a
statement that, in the opinion of such person, such person has made such
examination or investigation as is necessary to enable such person to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (iv) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

           (b) Any certificate, statement or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
such officer's certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Company, upon the certificate, statement or opinion of
or representations by an officer or officers of the Company, unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which such officer's certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.

           (c) Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which such officer's or counsel's, as the
case may be, certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Warrant Agent shall contain a
statement that such firm is independent.

     SECTION 6.09. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the date
fixed for any payment with respect to the Universal Warrants of any series
appertaining thereto shall not be a Business Day (as defined below), then such
payment need not be made on such date, but may be made on the next succeeding
Business Day with same force and effect as if made on the date fixed, and no
interest shall accrue for the period after such date.

     "Business Day" means, with respect to any Universal Warrant, a Business Day
as defined in any debt security included in any unit comprising such Universal
Warrant or as otherwise established pursuant to Section 1.03 hereof or if the
term Business Day is not so specified, Business Day means any day that is not a
Saturday or Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law,
regulation or executive order to be closed.

     SECTION 6.10. JUDGMENT CURRENCY. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the Universal Warrants of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Warrant Agent could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day
(as defined below), in which event, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Warrant Agent could purchase in The City of New York the
Required Currency with the Judgment Currency on the last New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Agreement and the terms of the Universal Warrants of such
series to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with clause 6.10(a)), in any

                                      -18-

<PAGE>   22


currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum due
under this Agreement. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

     SECTION 6.11. HEADINGS. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     SECTION 6.12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but
such counterparts shall together constitute but one and the same instrument.

     SECTION 6.13. APPLICABLE LAW. This Agreement and each Universal Warrant
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of said State,
excluding choice of law provisions.

                       [Signatures continued on next page]






                                      -19-

<PAGE>   23


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                             FLEET BOSTON CORPORATION


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             [NAME OF WARRANT AGENT]


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________



                                      -20-

<PAGE>   24


                                    EXHIBIT I

              [FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]


No. ___________                             CUSIP No. __________________________

[Unless and until it is exchanged in whole or in part for Universal Warrants in
definitive registered form, this Warrant Certificate and the Universal Warrants
evidenced hereby may not be transferred except as a whole by the Depositary to
the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.](1)


                            FLEET BOSTON CORPORATION

                       [Designation of Universal Warrants]


NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO _____](2)

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY
PURCHASABLE PER WARRANT:

CALL PRICE PER WARRANT:

FORM OF PAYMENT OF
CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

     This Warrant Certificate certifies that __________, or registered assigns,
is the Registered Holder of the number of [Designation of Universal Warrants]
(the "Warrants") [specified above](3) [specified on Schedule A hereto](4). Upon
receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on
the reverse hereof (or an exercise notice in substantially identical form
delivered herewith)(the "Exercise Notice"), duly completed and executed, and the
Call Price per Warrant set forth above, in the form set forth above, for each
Warrant to be exercised (the "Exercise Property") at the Warrant Agent's Window,
Attention: Tender Department, in the Borough of Manhattan, The City of New York,
each Warrant evidenced hereby entitles the Registered Holder hereof to receive,
subject to the terms and conditions set forth herein and in the Warrant
Agreement (as defined below), from Fleet Boston Corporation (the "Company") the
amount and form of

- --------
1  Applies to global warrant certificates.
2  Applies to global warrant certificates.
3  Applies to definitive warrant certificates.
4  Applies to global warrant certificates.


<PAGE>   25


property (the "Warrant Property") specified above. Warrants will not entitle the
Warrantholder to any of the rights of the holders of any of the Warrant
Property.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.

     IN WITNESS WHEREOF, Fleet Boston Corporation has caused this instrument to
be duly executed.

Dated:_____________________

                                             FLEET BOSTON CORPORATION


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


Attest:



By:______________________________
       Secretary


Countersigned as of the date above written:

[NAME OF WARRANT AGENT],
as Warrant Agent



By:______________________________
       Authorized Officer


                                      I-2

<PAGE>   26


            [FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]

                            FLEET BOSTON CORPORATION

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Universal Warrants issued by the Company pursuant to a
Universal Warrant Agreement, dated as of [date of Warrant Agreement] (the
"Warrant Agreement"), between the Company and [Name of Warrant Agent] (the
"Warrant Agent") and are subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions each Warrantholder
consents by acceptance of this Warrant Certificate or a beneficial interest
therein and which Warrant Agreement is hereby incorporated by reference in and
made a part of this Warrant Certificate. Without limiting the foregoing, all
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file
at the Warrant Agent's Office. The Warrants constitute a separate series of
Universal Warrants under the Warrant Agreement.

     The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
may be exercised during the dates of exercise set forth on the face hereof by
delivering or causing to be delivered this Warrant Certificate, the Exercise
Notice, duly completed and executed, and the Exercise Property for each such
Warrant to the Warrant Agent's Window, in the Borough of Manhattan, The City of
New York, which is, on the date hereof (unless otherwise specified herein),
[Address of Warrant Agent], Attention: [Warrant Agent contact], or at such other
address as the Warrant Agent may specify from time to time.

     Each Warrant entitles the Warrantholder to receive, upon exercise, the
Warrant Property set forth on the face hereof.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Warrant Agreement.

     This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.



                                      I-3

<PAGE>   27


                       [Designation of Universal Warrants]

                                 Exercise Notice



[Name and Address of Warrant Agent]
[ ]
[ ]

Attention:  [Warrant Agent Contact]

     The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's name,
representing a number of Warrants at least equal to the number of Exercised
Warrants, and the Exercise Property with respect thereto.(1)

     The Registered Holder hereby directs the Warrant Agent (a) to deliver the
Warrant Property as follows:



and (b) if the number of Exercised Warrants is less than the number of Warrants
represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:


Dated:  ____________________________          __________________________________
                                                      (Registered Holder)


                                              By:_______________________________
                                                   Authorized Signature
                                                   Address:  ___________________

                                                   Telephone:___________________




- --------------------
1 Only if terms of the Warrants contemplate that the holder may deliver Warrant
Property to exercise the Warrants.

                                      I-4

<PAGE>   28


            [If Warrant is a Global Warrant, insert this Schedule A.]

                                   SCHEDULE A

                       [Designation of Universal Warrants]

                                     GLOBAL
                                UNIVERSAL WARRANT
                              SCHEDULE OF EXCHANGES

     The initial number of Universal Warrants represented by this Global
Universal Warrant is __________. In accordance with the Universal Warrant
Agreement and the Unit Agreement dated as of [date of Warrant Agreement] among
the Issuer, [name of Warrant Agent], as Unit Agent, as Warrant Agent, as
Collateral Agent, and as Trustee under the Indenture referred to therein and the
Holders from time to time of the Units described therein, the following (A)
exchanges of [the number of Universal Warrants indicated below for a like number
of Universal Warrants to be represented by a Global Universal Warrant that has
been separated from a Unit (a "Separated Universal Warrant")1 [the number of
Universal Warrants that had been represented by a Global Universal Warrant that
is part of a Unit (an "Attached Unit Universal Warrant") for a like number of
Universal Warrants represented by this Global Universal Warrant]2 or (B)
reductions as a result of the exercise of the number of Universal Warrants
indicated below have been made:
<TABLE>
<S>          <C>           <C>          <C>             <C>           <C>        <C>            <C>
                                         [Number of
                                          Attached
                                            Unit
                                          Universal
                                          Warrants
                                          Exchanged
                                        for Universal
               [Number      [Reduced      Warrants      [Increased
              Exchanged      Number      represented       Number                   Reduced       Notation
                 for       Outstanding     by this      Outstanding   Number of      Number      Made by or
 Date of      Separated     Following     Separated      Following    Universal   Outstanding   on Behalf of
Exchange or   Universal       Such        Universal         Such      Warrants     Following      Warrant
 Exercise    Warrants](1)  Exchange](1)  Warrant](2)    Exchange](2)  Exercised  Such Exercise     Agent
- -----------  ------------  ------------  -----------    ------------  ---------  -------------  ------------
</TABLE>


                                   EXHIBIT II

              [FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]


No. ___________                             CUSIP No. __________________________




- -------------------------
1 Applies only if this Global Universal Warrant is part of a Unit.
2 Applies only if this Global Universal Warrant has been separated from a Unit.


                                      II-5

<PAGE>   29


[Unless and until it is exchanged in whole or in part for Universal Warrants in
definitive registered form, this Warrant Certificate and the Universal Warrants
evidenced hereby may not be transferred except as a whole by the Depositary to
the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.]1

                            FLEET BOSTON CORPORATION

                       [Designation of Universal Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____](1)

CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):

[WARRANT PROPERTY:](2)

[AMOUNT OF WARRANT PROPERTY
SALABLE PER WARRANT:](2)

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:](2)

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON
EXERCISE OF WARRANTS:](2)

DATES OF EXERCISE:

OTHER TERMS:

     This Warrant Certificate certifies that __________, or registered assigns,
is the Registered Holder of the number of [Designation of Universal Warrants]
(the "Warrants") [specified above]1 [specified on Schedule A hereto]2 . Upon
receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on
the reverse hereof (or an exercise notice in substantially identical form
delivered herewith)(the "Exercise Notice"), duly completed and executed, and the
Amount of Warrant Property saleable per Warrant set forth above, adjusted, if
applicable, as set forth above, for each Warrant to be exercised, delivered as
set forth above at the Warrant Agent's Window, Attention: Tender Department, in
the Borough of Manhattan, The City of New York (which is, on the date hereof,
[Warrant Agent address], Attention: [Warrant Agent Contact]), each Warrant
evidenced hereby entitles the Registered Holder hereof to receive, subject to
the terms and conditions set forth herein and in the Warrant Agreement (as
defined below), from Fleet Boston Corporation (the "Company") the [Cash
Settlement Value][Put Price]3 per Warrant specified above.

     Unless otherwise indicated above, a Warrant will not require or entitle a
Warrantholder to sell or deliver to the Company, nor will the Company be under
any obligation to, nor will it, purchase or take delivery from any Warrantholder
of, any Warrant Property, and upon exercise of a Warrant, the Company will make
only a cash

- --------------------------------
1 Applies to global warrant certificates.
2 Only if the terms of the Warrants contemplate that the holder may deliver
  Warrant Property to exercise the Warrants.




3 Only if the terms of the Warrants contemplate that the holder may deliver
  Warrant Property to exercise the Warrants.

                                      II-6

<PAGE>   30


payment in the amount of the Cash Settlement Value or Put Price per Warrant.
Warrantholders will not receive any interest on any Cash Settlement Value.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.

     IN WITNESS WHEREOF, Fleet Boston Corporation has caused this instrument to
be duly executed.

Dated:________________________

                                             FLEET BOSTON CORPORATION


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________
Attest:



By:__________________________
       Secretary


Countersigned as of the date above written:

[NAME OF WARRANT AGENT],
as Warrant Agent



By:__________________________



                                      II-7

<PAGE>   31


             [FORM OF REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]

                            FLEET BOSTON CORPORATION

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Universal Warrants issued by the Company pursuant to a
Universal Warrant Agreement, dated as of [Warrant Agreement date] (the
"Universal Warrant Agreement"), between the Company and [name of Warrant Agent]
(the "Warrant Agent") and are subject to the terms and provisions contained in
the Universal Warrant Agreement, to all of which terms and provisions each
Warrantholder consents by acceptance of this Warrant Certificate or a beneficial
interest therein and which Universal Warrant Agreement is hereby incorporated by
reference in and made a part of this Warrant Certificate. Without limiting the
foregoing, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Universal Warrant Agreement. A copy of the
Universal Warrant Agreement is on file at the Warrant Agent's Office. The
Warrants constitute a separate series of Universal Warrants under the Universal
Warrant Agreement.

     The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Warrant Agreement, each Warrant
may be exercised during the dates of exercise set forth on the face hereof by
delivering or causing to be delivered this Warrant Certificate, the Exercise
Notice, duly completed and executed, and the Exercise Property for each such
Warrant to the Warrant Agent's Window, in the Borough of Manhattan, the City of
New York, which is, on the date hereof (unless otherwise specified herein),
[Warrant Agent address], Attention: [Warrant Agent Contact], or at such other
address as the Warrant Agent may specify from time to time.

     Each Warrant entitles the Warrantholder to receive, upon exercise, the Cash
Settlement Value per Warrant set forth on the face hereof.

     The Warrant Agreement and the terms of the Warrants are subject to
amendment as provided in the Universal Warrant Agreement.

     This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York.

                                      II-8

<PAGE>   32


                       [Designation of Universal Warrants]

                                 Exercise Notice

[Name and Address of Warrant Agent]
[ ]
[ ]

Attention:  [Warrant Agent Contact]

     The undersigned (the "Registered Holder") hereby irrevocably exercises
__________ Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Registered Holder's name,
representing a number of Warrants at least equal to the number of Exercised
Warrants[, and the Warrant Property with respect thereto]1.

     The Registered Holder hereby directs the Warrant Agent (a) to deliver the
[Cash Settlement Value][Put Price]* per Warrant as follows:



     and (b) if the number of Exercised Warrants is less than the number of
Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant
Certificate representing the unexercised Warrants to:

Dated:  ____________________________          __________________________________
                                                      (Registered Holder)


                                              By:_______________________________
                                                   Authorized Signature
                                                   Address:  ___________________

                                                   Telephone:___________________








- --------------------------
1 Only if terms of the Warrants contemplate that the holder may deliver Warrant
  Property to exercise the Warrants.

                                      II-9

<PAGE>   33


            [If Warrant is a Global Warrant, insert this Schedule A.]

                       [Designation of Universal Warrants]

                                   SCHEDULE A

                                     GLOBAL
                                UNIVERSAL WARRANT
                              SCHEDULE OF EXCHANGES

The initial number of Universal Warrants represented by this Global Universal
Warrant is __________. In accordance with the Universal Warrant Agreement and
the Unit Agreement dated as of [Date of Warrant Agreement] among the Issuer,
[name of Warrant Agent], as Unit Agent, as Warrant Agent, as Collateral Agent,
and as Trustee under the Indenture referred to therein and the Holders from time
to time of the Units described therein, the following (A) exchanges of [the
number of Universal Warrants indicated below for a like number of Universal
Warrants to be represented by a Global Universal Warrant that has been separated
from a Unit (a "Separated Universal Warrant")]1 [the number of Universal
Warrants that had been represented by a Global Universal Warrant that is part of
a Unit (an "Attached Unit Universal Warrant") for a like number of Universal
Warrants represented by this Global Universal Warrant]2 or (B) reductions as a
result of the exercise of the number of Universal Warrants indicated below have
been made:

<TABLE>
<S>          <C>           <C>          <C>             <C>           <C>        <C>            <C>
                                         [Number of
                                          Attached
                                            Unit
                                          Universal
                                          Warrants
                                          Exchanged
                                        for Universal
               [Number      [Reduced      Warrants      [Increased
              Exchanged      Number      represented       Number                   Reduced       Notation
                 for       Outstanding     by this      Outstanding   Number of      Number      Made by or
 Date of      Separated     Following     Separated      Following    Universal   Outstanding   on Behalf of
Exchange or   Universal       Such        Universal         Such      Warrants     Following      Warrant
 Exercise    Warrants](1)  Exchange](1)  Warrant](2)    Exchange](2)  Exercised  Such Exercise     Agent
</TABLE>







- ----------------
1 Applies only if this Global Universal Warrant is part of a Unit.
2 Applies only if this Global Universal Warrant has been separated from a Unit.



                                     II-10



<PAGE>   1

                                                                    EXHIBIT 4(g)


Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THE SENIOR NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF FLEET BOSTON CORPORATION AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.

REGISTERED                                                        REGISTERED

NUMBER R-                                                         $

                            FLEET BOSTON CORPORATION

                               % SENIOR NOTES DUE

                                                                  CUSIP:

     FLEET BOSTON CORPORATION, a Rhode Island corporation (hereinafter called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $   on     , and to pay
interest thereon from      , or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
the   day of   and     in each year, commencing     , at the rate of   % per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Senior Note (or one or more Predecessor Senior Notes) is registered at
the close of business on the    day of     and the     day of     in each year;
provided, however, that in case of a Senior Note originally issued between a
Regular Record Date and the Interest Payment Date or on an Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
date of issue and ending on such Interest Payment Date shall be paid on the next
succeeding Interest Payment Date to the Person in whose name this Senior Note
(or one or more Predecessor Senior Notes) is registered at the close of business
on the Regular Record Date with respect to such succeeding Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Senior Note (or one or more
Predecessor Senior Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Senior Notes of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.


     Payment of the principal of (and premium, if any) and any such interest on
this Senior Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or in The City of Providence, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and mailed on or prior
to an Interest Payment Date to the address of the Person entitled thereto as
such address shall appear in the Security Register.


<PAGE>   2


     This Senior Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of December 6, 1999 (the "Indenture"), between the Company
and The Bank of New York, a New York banking corporation (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a statement of the respective rights of the Company, the Trustee and the
Holders of the Securities, and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Senior Note is one of a series of
Senior Notes of the Company designated as its % Senior Notes Due (herein called
the "Senior Notes"), initially limited in aggregate principal amount to $ .

     The Senior Notes may not be redeemed prior to maturity.

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Senior Note may be registered in the Security
Register of the Company upon surrender of this Senior Note for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Senior Note are payable, duly
endorsed by, or accompanied by, a written instrument of transfer in form
satisfactory to the Company, duly executed by the registered Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Senior
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     The Senior Notes are issuable only as registered Senior Notes without
coupons in denominations of $1,000 and integral multiples of $1,000. As provided
in the Indenture, and subject to certain limitations set forth therein, this
Senior Note is exchangeable for a like aggregate principal amount of Senior
Notes of different authorized denominations, as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment for registration of transfer of this Senior Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Senior Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Senior Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     If an Event of Default with respect to the Senior Notes shall occur and be
continuing, the principal hereof may be declared due and payable in the manner
and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Senior Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Senior Note and of any Senior
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Senior Note.


<PAGE>   3


     No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Senior Note at the times, place and rate, and in the
coin and currency, herein prescribed.

     All terms used in this Senior Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an authenticating agent, by the manual signature of
an authorized officer, this Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

     TRUSTEE'S CERTIFICATE OF AUTHENTICATION      FLEET BOSTON CORPORATION
     This is one of the Securities of
     the series provided for under the
     within-mentioned Indenture.


                                                  By____________________________
     The Bank of New York, a New York banking       Chairman and Chief Executive
     corporation as Trustee                         Officer


     By______________________________________     By____________________________
               Authorized Officer                            Secretary


<PAGE>   4


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
Name and address of assignee, including zip code, must be printed or
typewritten)

________________________________________________________________________________

________________________________________________________________________________
the within Senior Note, and all rights thereunder, hereby irrevocably
constituting and appointing

________________________________________________________________________________
Attorney to transfer said Senior Note on the books of the within Company, with
full power of substitution in the premises.


Dated:___________                               ________________________________
                                      NOTICE:   The signature to this assignment
                                                must correspond with the name as
                                                it appears upon the face of the
                                                within or attached Senior Note
                                                in every particular, without
                                                alteration or enlargement or any
                                                change whatever.

<PAGE>   1
                                                                    Exhibit 4(h)



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------




                            FLEET BOSTON CORPORATION




                                       and




                              THE BANK OF NEW YORK

                      ------------------------------------

                                    INDENTURE


                          Dated as of December 6, 1999



                        ---------------------------------


                          Subordinated Debt Securities




- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



<PAGE>   2


                      TABLE SHOWING REFLECTION IN INDENTURE
                              OF CERTAIN PROVISIONS
                         OF TRUST INDENTURE ACT OF 1939


TIA SECTION                                       REFLECTED IN INDENTURE SECTION

ss.310(a)(1)        ..................................      8.09
      (a)(2)        ..................................      8.09
      (a)(3)        ..................................      Not Applicable
      (a)(4)        ..................................      Not Applicable
      (a)(5)        ..................................      8.09
      (b)           ..................................      8.08
      (c)           ..................................      Not Applicable
ss.311(a)           ..................................      8.13(i)
      (b)           ..................................      8.13(ii)
      (b)(2)        ..................................      6.03(i)(b)
                                                            6.03(ii)
ss.312(a)           ..................................      6.01
                                                            6.02(i)
      (b)           ..................................      6.02(ii)
      (c)           ..................................      6.02(iii)
ss.313(a)           ..................................      6.03(i)
      (b)           ..................................      6.03(ii)
      (c)           ..................................      6.03(i), (ii) and
                                                                 (iii)
      (d)           ..................................      6.03(iii)
ss.314(a)(1)
      (2), (3)      ..................................      6.04
      (a)(4)        ..................................      5.10
      (b)           ..................................      Not Applicable
      (c)(1)        ..................................      1.02
      (c)(2)        ..................................      1.02
      (c)(3)        ..................................      Not Applicable
      (d)           ..................................      Not Applicable
      (e)           ..................................      1.02
      (f)           ..................................      Not Applicable
ss.315(a)           ..................................      8.01(i)
                                                            8.01(iii)
      (b)           ..................................      8.02
                                                            8.03(i)(f)
      (c)           ..................................      8.01(ii)
      (d)           ..................................      8.01(iii)
      (d)(1)        ..................................      8.01(iii)(a)
      (d)(2)        ..................................      8.01(iii)(b)


<PAGE>   3


      (d)(3)        ..................................      8.01(iii)(c)
      (e)           ..................................      7.14
ss.316(a)           ..................................      1.01
ss.316(a)(1)(A)     ..................................      7.13
                                                            7.12
      (a)(1)(B)     ..................................      7.13
      (a)(2)        ..................................      Not Applicable
      (b)           ..................................      7.08
      (c)           ..................................      1.04
ss.317(a)(1)        ..................................      7.03
      (a)(2)        ..................................      7.04
      (b)           ..................................      5.03
ss.318(a)           ..................................      1.08








                                       ii

<PAGE>   4


                                TABLE OF CONTENTS
                                -----------------

ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS.........1
SECTION 1.01.  Definitions....................................................1
Act...........................................................................2
Affiliate.....................................................................2
Authenticating Agent..........................................................2
Authorized Newspaper..........................................................2
Authorized Officer............................................................2
Bank..........................................................................3
Bearer Security...............................................................3
Board of Directors............................................................3
Board Resolution..............................................................3
Business Day..................................................................3
Commission....................................................................3
Common Depository.............................................................3
Company.......................................................................3
                     Company Request..........................................3
                     Components...............................................4
                     Conversion Date..........................................4
                     Corporate Trust Office...................................4
                     Corporation..............................................4
                     Coupon...................................................4
                     Default..................................................4
                     Defaulted Interest.......................................4
                     Euro.....................................................4
                     8-1/8% Subordinated Notes Due 2004.......................5
                     8-5/8% Subordinated Notes Due 2004.......................5
                     Entitled Persons.........................................5
                     Event of Default.........................................5
                     Exchange Date............................................5
                     Exchange Rate............................................5
                     Exchange Rate Agent......................................6
                     Exchange Rate Officer's Certificate......................6
                     Existing Subordinating Indebtedness......................6
                     Foreign Currency.........................................6
                     Holder...................................................6
                     Interest.................................................6
                     Interest Payment Date....................................6
                     Judgment Currency........................................6
                     Market Exchange Rate.....................................7
                     Maturity.................................................7
                     Maturity Consideration...................................7


<PAGE>   5


                     New York Banking Day.....................................7
                     9% Subordinated Notes Due 2001...........................7
                     9.90% Subordinated Notes Due 2001........................7
                     Officers' Certificate....................................7
                     Opinion of Counsel.......................................8
                     Original Issue Discount Security.........................8
                     Other Financial Obligations..............................8
                     Outstanding..............................................8
                     Paying Agent.............................................9
                     Person...................................................9
                     Place of Payment.........................................9
                     Predecessor Security.....................................9
                     Principal Paying Agent...................................9
                     Redemption Date..........................................9
                     Redemption Price.........................................9
                     Registered Security......................................9
                     Regular Record Date......................................9
                     Required Currency.......................................10
                     Responsible Officer.....................................10
                     Securityholder..........................................10
                     Security Register.......................................10
                     Security Registrar......................................10
                     Senior Indebtedness.....................................10
                     Special Record Date.....................................10
                     Specified Currency......................................10
                     Stated Maturity.........................................11
                     Subsidiary..............................................11
                     Trustee.................................................11
                     Trust Indenture Act.....................................11
                     United States...........................................11
                     United States Alien.....................................11
                     Vice President..........................................11
                     Voting Stock............................................11
SECTION 1.02.  Compliance Certificates and Opinions..........................11
SECTION 1.03.  Form of Documents Delivered to Trustee........................12
SECTION 1.04.  Acts of Securityholders.......................................13
SECTION 1.05.  Notices, etc., to Trustee and Company.........................15
SECTION 1.06.  Notices to Securityholders; Waiver............................15
SECTION 1.07.  Language of Notices, Etc......................................16
SECTION 1.08.  Conflict with Trust Indenture Act.............................17
SECTION 1.09.  Effect of Headings and Table of Contents......................17
SECTION 1.10.  Successors and Assigns........................................17
SECTION 1.11.  Separability Clause...........................................17
SECTION 1.12.  Benefits of Indenture.........................................17
SECTION 1.13.  Legal Holidays................................................17

                                      -ii-

<PAGE>   6


SECTION 1.14.  Governing Law.................................................18
SECTION 1.16.  Moneys of Different Currencies to be Segregated...............19
ARTICLE TWO  SECURITY FORMS..................................................19
SECTION 2.01.  Forms Generally...............................................19
SECTION 2.02.  Form of Securities............................................19
SECTION 2.03.  Form of Trustee's Certificate of Authentication...............20
ARTICLE THREE  THE SECURITIES................................................21
SECTION 3.01.  Title and Terms...............................................21
SECTION 3.02.  Denominations.................................................24
SECTION 3.03.  Execution, Authentication, Delivery and Dating................24
SECTION 3.04.  Temporary Securities..........................................25
SECTION 3.05.  Registration, Registration of Transfer and Exchange...........28
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities..............30
SECTION 3.07.  Payment of Interest; Interest Rights Preserved................31
SECTION 3.08.  Persons Deemed Owners.........................................32
SECTION 3.09.  Cancellation..................................................33
SECTION 3.10.  Computation of Interest.......................................33
SECTION 3.11.  Forms of Certification........................................33
SECTION 3.12.  Payment in Currencies.........................................34
SECTION 3.13.  CUSIP Numbers.................................................36
ARTICLE FOUR  REDEMPTION OF SECURITIES.......................................36
SECTION 4.01.  Applicability of Article......................................36
SECTION 4.02.  Election to Redeem; Notice to Trustee.........................37
SECTION 4.03.  Selection by Security Registrar of Securities to be Redeemed..37
SECTION 4.04.  Notice of Redemption..........................................37
SECTION 4.05.  Deposit of Redemption Price...................................38
SECTION 4.06.  Securities Payable on Redemption Date.........................38
SECTION 4.07.  Securities Redeemed in Part...................................39
SECTION 4.08.  Redemption Suspended During Event of Default..................40
ARTICLE FIVE  COVENANTS......................................................40
SECTION 5.01.  Payment of Principal, Premium, Maturity Consideration and
Interest.....................................................................40
SECTION 5.02.  Maintenance of Office or Agency...............................40
SECTION 5.03.  Money or Other Property for Security Payments and
Deliveries to Be Held in Trust...............................................42
SECTION 5.04.  Additional Amounts............................................43
SECTION 5.05.  Corporate Existence...........................................44
SECTION 5.06.  Maintenance of Properties.....................................44
SECTION 5.07.  Payment of Taxes and Other Claims.............................45
SECTION 5.08.  Statement as to Compliance....................................45
SECTION 5.09.  Waiver of Certain Covenants...................................46
SECTION 5.10.  Calculation of Original Issue Discount........................46
SECTION 5.11.  Statement by Officers as to Default...........................46
ARTICLE SIX  HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY...............46
SECTION 6.01.  Company to Furnish Trustee Names and Addresses of Holders.....46
SECTION 6.02.  Preservation of Information; Communications to Holders........47

                                     -iii-

<PAGE>   7


SECTION 6.03.  Reports By Trustee............................................48
SECTION 6.04.  Reports by the Company........................................49
ARTICLE SEVEN REMEDIES.......................................................50
SECTION 7.01.  Events of Default.............................................50
SECTION 7.02.  Acceleration of Maturity; Rescission and Annulment............50
SECTION 7.03.  Collection of Indebtedness and Suits for Enforcement by
Trustee......................................................................52
SECTION 7.04.  Trustee May File Proofs of Claim..............................52
SECTION 7.05.  Trustee May Enforce Claims Without Possession of Securities...53
SECTION 7.06.  Application of Money or Other Property Collected..............54
SECTION 7.07.  Limitation on Suits...........................................54
SECTION 7.08.  Unconditional Right of Securityholders to Receive Principal,
Premium, Maturity Consideration and Interest.................................56
SECTION 7.09.  Restoration of Rights and Remedies............................56
SECTION 7.10.  Rights and Remedies Cumulative................................56
SECTION 7.11.  Delay or Omission Not Waiver..................................57
SECTION 7.12.  Control by Securityholders....................................57
SECTION 7.13.  Waiver of Past Defaults.......................................57
SECTION 7.14.  Undertaking for Costs.........................................58
SECTION 7.15.  Waiver of Stay or Extension Laws..............................58
ARTICLE EIGHT  THE TRUSTEE...................................................58
SECTION 8.01.  Certain Duties and Responsibilities...........................59
SECTION 8.02.  Notice of Default.............................................60
SECTION 8.03.  Certain Rights of Trustee.....................................60
SECTION 8.04.  Not Responsible for Recitals or Issuance of Securities........62
SECTION 8.05  May Hold Securities............................................62
SECTION 8.06.  Money or Other Property Held in Trust.........................62
SECTION 8.07.  Compensation and Reimbursement................................62
SECTION 8.08.  Disqualification; Conflicting Interests.......................63
SECTION 8.09.  Corporate Trustee Required; Eligibility.......................64
SECTION 8.10.  Resignation and Removal; Appointment of Successor.............64
SECTION 8.11.  Acceptance of Appointment by Successor........................66
SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business
of Trustee...................................................................68
SECTION 8.13.  Preferential Collection of Claims against Company.............68
SECTION 8.14.  Appointment of Authenticating Agent...........................68
ARTICLE NINE  SUPPLEMENTAL INDENTURES........................................70
SECTION 9.01.  Supplemental Indentures Without Consent of Securityholders....70
SECTION 9.02.  Supplemental Indentures With Consent of Securityholders.......71
SECTION 9.03.  Execution of Supplemental Indentures..........................72
SECTION 9.04.  Effect of Supplemental Indentures.............................73
SECTION 9.05.  Conformity with Trust Indenture Act...........................73
SECTION 9.06.  Reference in Securities to Supplemental Indentures............73
SECTION 9.07.  Subordination Unimpaired......................................73
ARTICLE TEN  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER...................73
SECTION 10.01.  Company May Consolidate, etc., Only on Certain Terms.........73
SECTION 10.02.  Successor Corporation Substituted............................74

                                      -iv-

<PAGE>   8


ARTICLE ELEVEN  SATISFACTION AND DISCHARGE...................................75
SECTION 11.01.  Satisfaction and Discharge of Indenture......................75
SECTION 11.02.  Application of Trust Money or Property.......................77
ARTICLE TWELVE IMMUNITY OF INCORPORATES, STOCKHOLDERS, OFFICERS AND
DIRECTORS....................................................................77
SECTION 12.01.  Exemption from Individual Liability..........................77
ARTICLE THIRTEEN  SINKING FUNDS..............................................77
SECTION 13.01.  Applicability of Article.....................................77
SECTION 13.02.  Satisfaction of Sinking Fund Payments with Securities........78
SECTION 13.03.  Redemption of Securities for Sinking Fund....................78
ARTICLE FOURTEEN  SUBORDINATION OF NOTES.....................................79
SECTION 14.01  Agreement to Subordinate......................................79
SECTION 14.02.  Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities....................................79
SECTION 14.03.  Payments on Securities Prohibited During Event of Default
Under Senior Indebtedness....................................................82
SECTION 14.04.  Reserved.....................................................83
SECTION 14.05.  Authorization of Holders to Trustee to Effect Subordination..83
SECTION 14.06.  Notice to Trustee............................................83
SECTION 14.07.  Right of Trustee to Hold Senior Indebtedness.................84
SECTION 14.08.  Article Fourteen Not to Prevent Defaults or Events of
Default......................................................................84
SECTION 14.09.  Trustee Compensation, Etc. Not Prejudiced....................84
SECTION 14.10.  Securities to Rank PARIPASSU with Existing Subordinated
Indebtedness; Payment of Proceeds in Certain Cases...........................84
ARTICLE FIFTEEN  MISCELLANEOUS...............................................86
SECTION 15.01.  Counterparts.................................................86

                                      -v-

<PAGE>   9



EXHIBIT A             Form of Certificate to be Given by Person Entitled to
                      Receive Bearer Security

EXHIBIT B             Form of Certificate to be Given by Euro-clear or CEDEL
                      S.A. in Connection with the Exchange of a Portion of a
                      Temporary Global Security.

EXHIBIT C             Form of Certificate to be Given by Euro-clear or CEDEL
                      S.A. to Obtain Interest Prior to an Exchange Date

EXHIBIT D             Form of Certificate to be Given by Beneficial Owners to
                      Obtain Interest Prior to an Exchange Date



<PAGE>   10




         THIS INDENTURE is dated as of December 6, 1999 between FLEET BOSTON
CORPORATION, a corporation organized and existing under the laws of the State of
Rhode Island (hereinafter called the "Company"), having its principal executive
office at One Federal Street, Boston, Massachusetts 02211 and THE BANK OF NEW
YORK, a New York banking corporation (hereinafter called the "Trustee"), having
its principal corporate trust office located in New York, New York.

                             RECITALS OF THE COMPANY

         The Company deems it necessary from time to time to issue its unsecured
subordinated notes to be issued in one or more series (hereinafter called the
"Securities") as hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture;

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (i) the term "this Indenture" means this instrument as
         originally executed or as it may from time to time be supplemented or
         amended by one or more indentures supplemental hereto entered into
         pursuant to the applicable provisions hereof and shall include the
         terms of particular series of Securities contemplated by Section 3.01;

                  (ii) all references in this instrument to designated
         "Articles", "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this Indenture. The words
         "herein", "hereof" and "hereunder" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subdivision;


<PAGE>   11


                  (iii) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (iv) all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by references therein, have the
         meanings assigned to them therein; and

                  (v) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as may be otherwise expressly
         provided herein or in one or more indentures supplemental hereto, the
         term "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted at the date of such computation.

         Certain terms, used principally in Article Eight, are defined in that
Article.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Authenticating Agent" means any Person authorized to act on behalf of
the Trustee to authenticate Securities pursuant to Section 8.14.

         "Authorized Newspaper" means a newspaper, in an official language of
the country of publication or in the English language, customarily published on
each Business Day whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

         "Authorized Officer" means the Chairman of the Board, the President,
any Vice Chairman of the Board, the Chief Financial Officer, any Vice President,
the Treasurer, the Secretary, the Comptroller, any Assistant Comptroller, any
Assistant Treasurer or any Assistant Secretary of the Company.

         "Bank" means (i) any institution organized under the laws of the United
States, any State of the United States, the District of Columbia, any territory
of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands
which (a) accepts deposits that the depositor has a


<PAGE>   12


legal right to withdraw on demand, and (b) engages in the business of making
commercial loans and (ii) any trust company organized under any of the foregoing
laws.

         "Bearer Security" means any Security in the form established pursuant
to Section 2.02 which is payable to bearer.

         "Board of Directors" means either the board of directors of the
Company, any duly authorized committed of that board, the Chairman, any Vice
Chairman, the President or any Vice President of the Company duly authorized by
the Board of Directors of the Company to take a specified action or make a
specified determination.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means any day other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law or regulation to close in The City of New York or (i) with
respect to Securities denominated in a Foreign Currency, in the city as
specified in the Board Resolution pursuant to Section 3.01 or (ii) with respect
to Securities which will bear interest based on a specified percentage of London
interbank offered quotations, a day which is also a day on which banks in
London, England are open for business (including dealings in foreign exchange
and foreign currency deposits).

         "Commission" means the Securities and Exchange Commission as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or if any time after the execution and delivery of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

         "Common Depository" has the meaning specified in Section 3.04.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until any successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean any such successor corporation.

         "Company Request" or "Company order" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the Board,
its President, a Vice Chairman of the Board, its Chief Financial Officer or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Comptroller,
an Assistant Comptroller, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Components", with respect to a composite currency means the currency
amounts that are components of such composite currency on the Conversion Date
with respect to such composite currency. After such Conversion Date if the
official unit of any component currency is altered by


<PAGE>   13


way of combination or subdivision, the number of units of such currency in the
Component shall be proportionately divided or multiplied. After such Conversion
Date if two or more component currencies are consolidated into a single
currency, the amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency, and such
amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of
such currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former component
currency divided by the number of currencies into which such component currency
was divided, and such amounts shall thereafter be Components.

         "Conversion Date", with respect to a composite currency has the meaning
specified in Section 3.12(iv).

         "Corporate Trust Office" means the corporate trust office of the
Trustee located in The City of New York, State of New York, at which at any
particular time its corporate trust business in New York shall be principally
administered, which office at the date of execution of this Agreement is located
at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention:
Corporate Trust Trustee Administration.

         "Corporation" includes corporations, associations, companies and
business trusts.

         "Coupon" means any interest coupon appertaining to a Bearer Security.

         "Default" has the meaning specified in Section 7.07.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Euro" means the single currency of participating member states which
was introduced on January 1, 1999 at the commencement of the third stage of
European economic and monetary union pursuant to the Treaty establishing the
European Community as amended by the Treaty on European Union (and references
during the transitional period following the introduction of the Euro on January
1, 1999 up to the end of the transitional period on December 31, 2001 to
"Deutsche marks" or "DM" and to "French francs" or "FFR" refer, in each case to
the national currency units of, respectively, Germany and France (being
non-decimal denominations of the Euro)).

         "8-1/8% Subordinated Notes Due 2004" means the 8-1/8% Subordinated
Notes Due 2004 issued by the Company pursuant to an Indenture dated as of May
15, 1991.

         "8-5/8% Subordinated Notes Due 2004" means the 8-5/8% Subordinated
Notes Due 2007 issued by the Company pursuant to an Indenture dated as of May
15, 1991.

         "Entitled Persons" means any person who is entitled to payment pursuant
to the terms of Other Financial Obligations.

<PAGE>   14


         "Event of Default" has the meaning specified in Section 7.01.

         "Exchange Date" has the meaning specified in Section 3.04.

         "Exchange Rate" means (a) if pursuant to Section 3.12(i) payment is to
be made in U.S. dollars with respect to a Security denominated in a Foreign
Currency, the highest firm bid quotation for U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time on the
second Business Day preceding the applicable payment date (or, if no such rates
are quoted on such date, the last date on which such rates were quoted), from
three recognized foreign exchange dealers in The City of New York selected by
the Exchange Rate Agent and approved by the Company (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on
such payment date, of the aggregate amount of the Foreign Currency payable on
such payment date in respect of all Securities denominated in such Foreign
Currency and (b) if an Exchange Rate is to be computed for purposes of any
provisions other than Section 3.l2(i), the rate determined pursuant to the
foregoing clause (a) on such date and at such time as may be specified in the
relevant provision.

         In the case of clause (a) above, if no such bid quotations are
available, payments pursuant to Section 3.12(i) will be made in the applicable
Foreign Currency, unless such Foreign Currency is unavailable due to the
imposition of exchange controls (or, in the case of a composite currency, such
currency ceases to be used for the purposes for which it was established as
provided in Section 3.12(iv)(b)) or other circumstances beyond the control of
the Company, in which case the Company will be entitled to make payments in U.S.
dollars on the basis of the Market Exchange Rate for such Foreign Currency.

         If for any reason any of the foregoing rates are not available with
respect to one or more Foreign Currencies for which an Exchange Rate is
required, the Company shall use the most recently available quotation of the
Federal Reserve Bank of New York, or quotations from one or more commercial
banks in The City of New York or in the country of issue of the Foreign Currency
in question, or such other quotations as the Company, in each case, shall deem
appropriate; PROVIDED, HOWEVER, that if there is more than one market for
dealing in any Foreign Currency by reason of foreign exchange regulations or
otherwise, the market to be used for such quotations shall be the largest market
upon which a nonresident issuer of securities designated in such Foreign
Currency would purchase such Foreign Currency in order to make payments in
respect of such securities.

         "Exchange Rate Agent" means the New York clearing house bank designated
by the Company to act as such for any series of Securities for that series (with
notice to the Trustee for that series), or any successor thereto, and may be the
Trustee for that series.

         "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of
Securities, means a certificate signed by an officer of the Exchange Rate Agent
and delivered to the Company and to the Trustee, setting forth (i) the
applicable Market Exchange Rate or Exchange Rate and (ii) the U.S.


<PAGE>   15


dollar or Foreign Currency amount of principal (and premium, if any) and
interest payable with respect to a Security of any series on the basis of the
Market Exchange Rate or Exchange Rate, as the case may be (on an aggregate basis
and on the basis of a Security having the lowest denomination principal amount
pursuant to Section 3.02 in the relevant currency).

         "Existing Subordinating Indebtedness" means the principal of, premium,
if any, and interest on, the Company's 9.90% Subordinated Notes due 2001, the
Company's 9% Subordinated Notes due 2001, the Company's 8-1/8% Subordinated
Notes due 2004 and the Company's 8-5/8% Subordinated Notes due 2007.

         "Foreign Currency" means a currency issued by the government of any
country (other than a currency of the United States of America) or any composite
currency based on the aggregate value of currencies of any group of countries.

         "Holder", when used with respect to any Security, means a
Securityholder.

         "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any series of
Securities, means the Stated Maturity of an installment of interest on such
Security.

         "Judgment Currency" has the meaning specified in Section 1.15.

         "Market Exchange Rate" means (a) if pursuant to Section 3.12(iv)(b)
payment is to be made in U.S. dollars with respect to a Security denominated in
a Foreign Currency (other than a composite currency), the noon buying rate in
The City of New York for cable transfers of such Foreign Currency as certified
by the Federal Reserve Bank of New York on the second Business Day preceding the
applicable payment date and (b) if pursuant to Section 3.12(iv)(a) payment is to
be made in U.S. dollars with respect to a Security denominated in a composite
currency, for each Component of such composite currency, the Market Exchange
Rate determined pursuant to the foregoing clause (a) on the second Business Day
preceding the applicable payment date.

         In the event a Market Exchange Rate as described in clause (a) or (b)
above is not available, the Company will be entitled to make payments in U.S.
dollars pursuant to Section 3.12(iv)(a) or (b) on the basis of the most recently
available Market Exchange Rate for such Foreign Currency or each Component of
such composite currency, as the case may be.

         "Maturity", when used with respect to any Security, means the date on
which the principal or Maturity Consideration of such Security (or any
installment of principal or Maturity Consideration) becomes due and payable or
deliverable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Maturity Consideration" means securities, which may be issued by the
Company or another Person, or a combination of cash, such securities and/or
other property that may be


<PAGE>   16


delivered to Holders of Securities of any series to satisfy the Company's
obligations with regard to payment upon Maturity, or any redemption or required
repurchase or in connection with any exchange provisions, or any interest
payment.

         "New York Banking Day" has the meaning specified in Section 1.15.

         "9% Subordinated Notes Due 2001" means the 9% Subordinated Notes Due
2001 issued by the Company pursuant to an Indenture dated as of May 15, 1991.

         "9.90% Subordinated Notes Due 2001" means the 9.90% Subordinated Notes
Due 2001 issued by the Company pursuant to an Indenture dated as of May 15,
1991.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, a Vice Chairman of the Board, the Chief Financial
Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee. Each such certificate shall
contain the statements set forth in Section 1.02.

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of the
Company, and who shall be acceptable to the Trustee.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 7.02.

         "Other Financial Obligations" means all obligations of the Company to
make payment or delivery pursuant to the terms of financial instruments such as
(i) securities contracts and foreign currency exchange contracts, (ii)
derivative instruments, such as swap agreements (including interest rate and
foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts and (iii) in the case of
both (i) and (ii) above, similar financial instruments, other than (A)
obligations on account of Senior Indebtedness and (B) obligations on account of
indebtedness for money borrowed ranking pari passu with, or subordinate to, the
Securities.

         "Outstanding", when used with respect to a Security or Securities of
any series, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

                  (i) such Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) such Securities for whose payment or redemption money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying


<PAGE>   17


         Agent in trust for the Holders of such Securities, provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made; and

                  (iii) such Securities in lieu of which other Securities have
         been authenticated and delivered pursuant to Section 3.06 of this
         Indenture;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of Original Issue Discount Securities that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 7.02, and Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor. The Trustee shall be entitled to rely upon a certificate of the Company
as conclusive evidence regarding the ownership or pledge of Securities by the
Company or any Affiliate of the Company.

         "Paying Agent" means any Person authorized by the Company to pay or
deliver the principal of, premium, if any, Maturity Consideration, or interest
on, any Securities on behalf of the Company.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
5.02, the principal of (premium, if any), Maturity Consideration and interest on
the Securities of that series are payable or deliverable as specified in
accordance with Section 3.01.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered, under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


<PAGE>   18


         "Principal Paying Agent" means the Paying Agent designated as such by
the Company pursuant to Section 3.01 of this Indenture.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price or Maturity Consideration specified in such Security
at which it is to be redeemed pursuant to this Indenture.

         "Registered Security" means any Security in the form established
pursuant to Section 2.01 which is registered in the Security Register.

         "Regular Record Date" for the interest payable on any Security on any
Interest Payment Date means the date, if any, specified in such Security as the
"Regular Record Date".

         "Required Currency" means the currency in which principal of (and
premium, if any), Maturity Consideration and interest on a Security is payable
pursuant to Section 3.12.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant vice president, any assistant treasurer, any
senior trust officer, trust officer or assistant trust officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject
and who has direct responsibility for the administration of this Indenture.

         "Securityholder" means, in the case of a Registered Security, the
Person in whose name the Security is registered in the Security Register and, in
the case of a Bearer Security (or any temporary global Security in bearer form),
the bearer thereof and, when used with respect to any coupon, the bearer
thereof.

         "Security Register" has the meaning specified in Section 3.05.

         "Security Registrar" has the meaning specified in Section 3.05.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest on (i) all of the Company's indebtedness for money borrowed, other than
(a) the Securities and the Existing Subordinated Securities, (b) such
indebtedness as is by its terms expressly stated to be junior in right of
payment to the Securities and (c) such indebtedness as is by its terms expressly
stated to rank pari passu with the Securities and (ii) any deferrals, renewals
or extensions of any such Senior Indebtedness. The term "indebtedness for money
borrowed" as used in the foregoing sentence shall include, without limitation,
any obligation of, or any obligation guaranteed by, the Company for the
repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation of, or any such
obligation


<PAGE>   19


guaranteed by, the Company of the payment of the purchase price of property or
assets. Senior Indebtedness may also include other obligations of the Company
if, and to the extent specifically provided in the Officer's Certificate
pursuant to Section 3.01 setting forth the terms of a series of Securities.

         "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 3.07) means the date fixed by the Trustee pursuant to Section
3.07.

         "Specified Currency" means the currency in which the Securities of any
series are denominated.

         "Stated Maturity", when used with respect to any Security, or any
installment of principal, Maturity Consideration thereof or interest thereon,
means the date specified in such Security or a coupon representing such
installment of interest as the fixed date on which the principal or Maturity
Consideration of such Security, or such installment of principal, Maturity
Consideration or interest, is due and payable or deliverable.

         "Subsidiary", means a corporation more than 50% of the Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries or by the Company and one or more other Subsidiaries.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
securities of that series.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed, except as provided in Section 9.05.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien subsidiary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".


<PAGE>   20


         "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

         SECTION 1.02.  Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including any covenants compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent), if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 5.10) shall include:

                  (i) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (iv) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

         SECTION 1.03.  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


<PAGE>   21


         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.04.  Acts of Securityholders.

                  (i) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Securityholders or Securityholders of any series may be
         embodied in and evidenced by one or more instruments of substantially
         similar tenor signed by such Securityholders in person or by an agent
         duly appointed in writing; and, except as herein otherwise expressly
         provided, such action shall become effective when such instrument or
         instruments are delivered to the Trustee, and, where it is hereby
         expressly required, to the Company. Such instrument or instruments (and
         the action embodied therein and evidenced thereby) are herein sometimes
         referred to as the "Act" of the Securityholders signing such instrument
         or instruments. Proof of execution of any such instrument or of a
         writing appointing any such agent shall be sufficient for any purpose
         of this Indenture and (subject to Section 8.01) conclusive in favor of
         the Trustee and the Company, if made in the manner provided in this
         Section.

                  (ii) The fact and date of the execution by any Person of any
         such instrument or writing may be proved by the affidavit of a witness
         of such execution or by the certificate of any notary public or other
         officer authorized by law to take acknowledgments of deeds, certifying
         that the individual signing such instrument or writing acknowledged to
         him the execution thereof. Where such execution is by or on behalf of
         any legal entity other than an individual, such certificate or
         affidavit shall also constitute proof of the authority of the Person
         executing the same. The fact and date of the execution of any such
         instrument or writing, or the authority of the Person executing the
         same, may also be provided in any other manner which the Trustee deems
         sufficient.

                  (iii) The ownership of Registered Securities shall be proved
         by the Security Register.


<PAGE>   22


                  (iv) The principal amount and serial numbers of Bearer
         Securities held by any Person, and the date of holding the same, may be
         proved by the production of such Bearer Securities or by a certificate
         executed, as depository, by any trust company, bank, banker or other
         depositary, wherever situated, if such certificate shall be deemed by
         the Trustee to be satisfactory, showing that at the date therein
         mentioned such Person had on deposit with such depositary, or exhibited
         to it, the Bearer Securities therein described; or such facts may be
         proved by the certificate or affidavit of the Person holding such
         Bearer Security, if such certificate or affidavit is deemed by the
         Trustee to be satisfactory. The Trustee and the Company may assume that
         such ownership of any Bearer Security continues until (1) another
         certificate or affidavit bearing a later date issued in respect of the
         same Bearer Security is produced, or (2) such Bearer Security is
         produced to the Trustee by some other Person, or (3) such Bearer
         Security is surrendered in exchange for a Registered Security, or (4)
         such Bearer Security is no longer Outstanding.

                  (v) The fact and date of execution of any such instrument or
         writing, the authority of the Person executing the same and the
         principal amount and serial numbers of Bearer Securities held by the
         Person so executing such instrument or writing and the date of holding
         the same may also be proved in any other manner which the Trustee deems
         sufficient; and the Trustee may in any instance require further proof
         with respect to any of the matters referred to in this Section.

                  (vi) Any request, demand, authorization, direction, notice,
         consent, waiver or other action by the Holder of any Security shall
         bind every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof, in respect of any action taken,
         suffered or omitted by the Trustee or the Company in reliance thereon,
         whether or not notation of such action is made upon such Security.

                  (vii) For purposes of determining the principal amount or, if
         such Outstanding Securities are not payable at Maturity for a fixed
         principal amount, the issue price of Outstanding Securities of any
         series, the Securityholders of which are required, requested or
         permitted to give any request, demand, authorization, direction,
         notice, consent, waiver or take any other Act under the Indenture, each
         Security denominated in Foreign Currency shall be deemed to have a
         principal amount or issue price determined by converting the principal
         amount or issue price of such Security in the currency or currencies in
         which such Security is denominated into U.S. dollars at the Exchange
         Rate(s) as of 9:00 A.M. New York time as determined by an Exchange Rate
         Agent (as evidenced by a certificate of such Exchange Rate Agent) on
         the date such Act is delivered to the Trustee pursuant to Section
         1.04(i). Any such determination by the Company or an Exchange Rate
         Agent shall be conclusive and binding on the Holders and the


<PAGE>   23


         Trustee for such series, and neither the Company nor such Exchange Rate
         Agent shall be liable therefor in the absence of bad faith.

                  (viii) The Company may, but shall not be obligated to, set a
         record date for purposes of determining the identity of Holders
         entitled to vote or consent to any action by vote or consent authorized
         or permitted under this Indenture, which record date shall be the later
         of 10 days prior to the first solicitation of such consent or the date
         of the most recent list of Holders furnished to the Trustee pursuant to
         Section 6.01 of this Indenture prior to such solicitation. If a record
         date is fixed, those persons who were Holders of Securities at such
         record date (or their duly designated proxies), and only those persons,
         shall be entitled to take such action by vote or consent or to revoke
         any vote or consent previously given, whether or not such persons
         continue to be Holders after such record date. No such vote or consent
         shall be valid or effective for more than 120 days after such record
         date.

         SECTION 1.05.  Notices, etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Securityholders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                  (i) the Trustee by any Securityholder or by the Company shall
         be sufficient for every p