Change in Control Agreement - Fleet Financial Group Inc.


                           FLEET FINANCIAL GROUP, INC.
    Schedule of Persons who have entered into Change in Control Contracts


      A.    Benefit - 3x Base Plus Bonus:

            Terrence Murray
            Robert J. Higgins
            H. Jay Sarles
            Eugene M. McQuade
            Michael R. Zucchini
            David L. Eyles
            M. Anne Szostak
            William C. Mutterperl
            Thomas O'Neill
            John B. Robinson

      B.    Benefit - 2x Base Plus Bonus:

            Anne Finucane
            Peter C. Fitts
            Richard Higginbotham
            Robert B. Hedges
            Brian T. Moynihan
            Douglas L. Jacobs
            Robert C. Lamb, Jr.
            Hayden D. Watson
            Timothy J. Conway
            Roy E. Lowrance
            Doris P. Meister
            A. William Schenck


AGREEMENT

      AGREEMENT by and between FLEET FINANCIAL GROUP, INC., a Rhode Island
corporation (the 'Company'), and __________________ (the 'Executive'), dated as
of the ____ day of ______________, 199__.

      WHEREAS, the Human Resources and Planning Committee (the 'Committee') of
the Board of Directors of the Company (the 'Board') has determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in Section
2) of the Company. The Committee believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive's full attention and dedication to the Company currently and in
the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other bank holding
companies. Therefore, in order to accomplish these objectives, the Committee has
caused the Company to enter into this Agreement.

      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1.    Certain Definitions.

            (a) The 'Effective Date' shall be the first date during the 'Change
of Control Period' (as defined in Section 1(b)) on which a Change of Control
occurs. Anything in this Agreement to the contrary notwithstanding, if the
Executive's employment with the Company is terminated or the Executive ceases to
be an officer of the Company prior to the date on which a Change of Control
occurs, and it is reasonably demonstrated that such termination of employment
(1) was at the request of a third party who has taken steps reasonably
calculated to effect the Change of Control or (2) otherwise arose in connection
with or anticipation of the Change of Control, then for all purposes of this
Agreement the 'Effective Date' shall mean the date immediately prior to the date
of such termination of employment.

            (b) The 'Change of Control Period' is the period commencing on the
date hereof and ending on the earlier to occur of (x) the third anniversary of
such date and (y) the Executive's normal retirement under the Fleet Financial
Group, Inc. Pension Plan ('Normal Retirement Date'); provided, however, that
commencing on the date one year after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof is
hereinafter referred to as the 'Renewal Date'), the Change of Control Period
shall be automatically extended without any further action by the Company or the
Executive so as to terminate three years from such Renewal Date; provided,
however, that if either the Company or the Executive shall give notice in
writing to the other, 120 days prior to the Renewal Date, stating that the
Change of Control Period shall not be extended, then the Change of Control
Period shall expire three years from the last effective Renewal Date.


      2. Change of Control. For the purpose of this Agreement, a 'Change of
Control' shall mean:

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

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

            (c) Consummation of a reorganization, merger, consolidation, sale or
other disposition of all or substantially all of the assets of the Company (a
'Business Combination'), in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Common Stock immediately prior to such Business
Combination do not, following such Business Combination, beneficially own,
directly or indirectly, more than 50% of the then outstanding shares of common
stock of the corporation resulting from such a Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries).

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

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



      3. Employment Period. Subject to the terms and conditions hereof, the
Company hereby agrees to continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company, for the period commencing
on the Effective Date and ending on the earlier to occur of (x) the last day of
the twenty-fourth month following the month in which the Effective Date occurs,
and (y) the Executive's Normal Retirement Date (the 'Employment Period').

      4.    Terms of Employment.

            (a)   Position and Duties.

                  (i) During the Employment Period, (A) the Executive's position
      (including status, offices, titles and reporting requirements), authority,
      duties and responsibilities shall be at least commensurate in all material
      respects with the most significant of those held, exercised and assigned
      at any time during the 90-day period immediately preceding the Effective
      Date and (B) the Executive's services shall be performed at the location
      where the Executive was employed immediately preceding the Effective Date
      or any office or location less than 35 miles from such location.

                  (ii) During the Employment Period, and excluding any periods
      of vacation and sick leave to which the Executive is entitled, the
      Executive agrees to devote reasonable attention and time during normal
      business hours to the business and affairs of the Company and, to the
      extent necessary to discharge the responsibilities assigned to the
      Executive hereunder, to use the Executive's reasonable best efforts to
      perform faithfully and efficiently such responsibilities. During the
      Employment Period it shall not be a violation of this Agreement for the
      Executive to (A) serve on corporate, civic or charitable boards or
      committees, (B) deliver lectures, fulfill speaking engagements or teach at
      educational institutions and (C) manage personal investments, so long as
      such activities do not significantly interfere with the performance of the
      Executive's responsibilities as an employee of the Company in accordance
      with this Agreement. It is expressly understood and agreed that to the
      extent that any such activities have been conducted by the Executive prior
      to the Effective Date, the continued conduct of such activities (or the
      conduct of activities similar in nature and scope thereto) subsequent to
      the Effective Date shall not thereafter be deemed to interfere with the
      performance of the Executive's responsibilities to the Company.

            (b)   Compensation.

                  (i) Base Salary. During the Employment Period, the Executive
      shall receive an annual base salary ('Annual Base Salary'), which shall be
      paid at a bi-weekly rate, at least equal to twelve times the highest
      monthly base salary paid or payable to the Executive by the Company and
      its affiliated companies in respect of the twelve-month period immediately
      preceding the month in which the Effective Date occurs. During the
      Employment Period, the Annual Base Salary shall be reviewed at least
      annually and shall be increased at any time and from time to time as shall
      be substantially consistent with increases in base salary awarded in the
      ordinary course of business to other peer executives of the Company and
      its affiliated companies. Any increase in Annual Base Salary shall not
      serve to limit or reduce any other obligation to the Executive under this
      Agreement. Annual Base Salary shall not be reduced after 



      any such increase and the term Annual Base Salary as utilized in this
      Agreement shall refer to Annual Base Salary as so increased. As used in
      this Agreement, the term 'affiliated companies' includes any company
      controlled by, controlling or under common control with the Company.

                  (ii) Annual Bonus. In addition to Annual Base Salary, the
      Executive shall be awarded, for each fiscal year during the Employment
      Period, an annual bonus (the 'Annual Bonus') in cash at least equal to the
      average annualized (for any fiscal year consisting of less than twelve
      full months or with respect to which the Executive has been employed by
      the Company for less than twelve full months) bonus (the 'Average Annual
      Bonus') paid or payable to the Executive by the Company and its affiliated
      companies in respect of the three fiscal years immediately preceding the
      fiscal year in which the Effective Date occurs. Each such Annual Bonus
      shall be paid no later than the end of the third month of the fiscal year
      next following the fiscal year for which the Annual Bonus is awarded,
      unless the Executive shall elect to defer the receipt of such Annual Bonus
      pursuant to deferral plans of the Company.

                  (iii) Incentive, Savings and Retirement Plans. In addition to
      Annual Base Salary and Annual Bonus payable as hereinabove provided, the
      Executive shall be entitled to participate during the Employment Period in
      all incentive, savings and retirement plans, practices, policies and
      programs applicable to other peer executives of the Company and its
      affiliated companies, but in no event shall such plans, practices,
      policies and programs provide the Executive with incentive, savings and
      retirement benefits opportunities, in each case, less favorable, in the
      aggregate, than the most favorable of those provided by the Company and
      its affiliated companies for the Executive under such plans, practices,
      policies and programs as in effect at any time during the one-year period
      immediately preceding the Effective Date.

                  (iv) Welfare Benefit Plans. During the Employment Period, the
      Executive and/or the Executive's family, as the case may be, shall be
      eligible for participation in and shall receive all benefits under welfare
      benefit plans, practices, policies and programs provided by the Company
      and its affiliated companies (including, without limitation, medical,
      prescription, dental, disability, salary continuance, employee life, group
      life, accidental death and travel accident insurance plans and programs)
      and applicable to other peer executives of the Company and its affiliated
      companies, but in no event shall such plans, practices, policies and
      programs provide benefits which are less favorable, in the aggregate, than
      the most favorable of such plans, practices, policies and programs in
      effect at any time during the one-year period immediately preceding the
      Effective Date.

                  (v) Expenses. During the Employment Period, the Executive
      shall be entitled to receive prompt reimbursement for all reasonable
      expenses incurred by the Executive in accordance with the most favorable
      policies, practices and procedures of the Company and its affiliated
      companies in effect at any time during the one-year period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect at any time thereafter with respect to other peer executives of the
      Company and its affiliated companies.

                  (vi) Fringe Benefits. During the Employment Period, the
      Executive shall be entitled to fringe benefits in accordance with the most
      favorable plans, 



      practices, programs and policies of the Company and its affiliated
      companies in effect at any time during the one-year period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect at any time thereafter with respect to other peer executives of the
      Company and its affiliated companies.

                  (vii) Office and Support Staff. During the Employment Period,
      the Executive shall be entitled to an office or offices of a size and with
      furnishings and other appointments, and to exclusive personal secretarial
      and other assistance, at least equal to the most favorable of the
      foregoing provided to the Executive by the Company and its affiliated
      companies at any time during the one-year period immediately preceding the
      Effective Date or, if more favorable to the Executive, as provided at any
      time thereafter with respect to other peer executives of the Company and
      its affiliated companies.

                  (viii) Vacation. During the Employment Period, the Executive
      shall be entitled to paid vacation in accordance with the most favorable
      plans, policies, programs and practices of the Company and its affiliated
      companies as in effect at any time during the one-year period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect at any time thereafter with respect to other peer executives of the
      Company and its affiliated companies.

      5.    Termination of Employment.

            (a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of
'Disability' set forth below), it may give to the Executive written notice in
accordance with Section 12(b) of this Agreement of its intention to terminate
the Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Executive (the 'Disability Effective Date'), provided that, within the 30
days after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
'Disability' means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

            (b) Cause. The Company may terminate the Executive's employment
during the Employment Period for 'Cause'. For purposes of this Agreement,
'Cause' means (i) an act or acts of personal dishonesty taken by the Executive
and intended to result in substantial personal enrichment of the Executive at
the expense of the Company, (ii) repeated violations by the Executive of the
Executive's obligations under Section 4(a) of this Agreement which are
demonstrably willful and deliberate on the Executive's part and which are not
remedied in a reasonable period of time after receipt of written notice from the
Company or (iii) the conviction of the Executive of a felony involving moral
turpitude.


            (c) Good Reason. The Executive's employment may be terminated during
the Employment Period by the Executive for Good Reason. For purposes of this
Agreement, 'Good Reason' means:

                  (i) the assignment to the Executive of any duties inconsistent
      in any respect with the Executive's position (including status, offices,
      titles and reporting requirements), authority, duties or responsibilities
      as contemplated by Section 4(a) of this Agreement, or any other action by
      the Company which results in a diminution in such position, authority,
      duties or responsibilities, excluding for this purpose an isolated,
      insubstantial and inadvertent action not taken in bad faith and which is
      remedied by the Company promptly after receipt of notice thereof given by
      the Executive;

                  (ii) any failure by the Company to comply with any of the
      provisions of Section 4(b) of this Agreement, other than an isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is remedied by the Company promptly after receipt of notice thereof given
      by the Executive;

                  (iii) the Company's requiring the Executive to be based at any
      office or location other than that described in Section 4(a)(i)(B) hereof;

                  (iv) any purported termination by the Company of the
      Executive's employment otherwise than as expressly permitted by this
      Agreement; or

                  (v) any failure by the Company to comply with and satisfy
      Section 11(c) of this Agreement.

      For purposes of this Section 5(c), any good faith determination of 'Good
Reason' made by the Executive shall be conclusive. Anything in this Agreement to
the contrary notwithstanding, a termination by the Executive for any reason
during the 30 day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.

            (d) Notice of Termination. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b) of
this Agreement. For purposes of this Agreement, a 'Notice of Termination' means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 15 days after the giving
of such notice). The failure by the Executive to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason shall not waive any right of the Executive hereunder or preclude the
Executive from asserting such fact or circumstance in enforcing the Executive's
rights hereunder.

            (e) Date of Termination. 'Date of Termination' means the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies 



the Executive of such termination and (ii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

      6.    Obligations of the Company Upon Termination.

            (a) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than the sum of the following obligations: (i) the
Executive's Annual Base Salary through the Date of Termination to the extent not
theretofore paid, (ii) the product of (A) the greater of (x) the Annual Bonus
paid or payable (and annualized for any fiscal year consisting of less than 12
full months or for which the Executive has been employed for less than 12 full
months) to the Executive for the most recently completed fiscal year during the
Employment Period, if any, and (y) the Average Annual Bonus (such greater amount
hereafter referred to as the 'Highest Annual Bonus') and (B) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 and (iii) any accrued
vacation pay not yet paid by the Company (the amounts described in subparagraphs
(i), (ii) and (iii) are hereafter referred to as 'Accrued Obligations'). All
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided by the Company and any of its affiliated companies
to surviving families of peer executives of the Company and such affiliated
companies under such plans, programs, practices and policies relating to family
death benefits, if any, as in effect with respect to other peer executives and
their families at any time during the one-year period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect on the date of the Executive's death with respect to other
peer executives of the Company and its affiliated companies and their families.

            (b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive shall
be entitled after the Disability Effective Date to receive disability and other
benefits at least equal to the most favorable of those provided by the Company
and its affiliated companies to disabled executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect with respect to other peer executives and their
families at any time during the one-year period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families.

            (c) Cause; Other Than for Good Reason. If the Executive's employment
shall be terminated for Cause or other than for Good Reason during the
Employment Period, this Agreement shall terminate without further obligations to
the Executive other than the obligation to pay to the Executive Annual Base
Salary through the Date of Termination to the extent theretofore unpaid. In such
case, such amounts shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.



            (d) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability, or if the Executive shall terminate employment
under this Agreement for Good Reason:

                  (i) the Company shall pay to the Executive in a lump sum in
      cash within 30 days after the Date of Termination the aggregate of the
      following amounts:

                        A. all Accrued Obligations; and

                        B. an amount equal to the product of (x) [three][two]
             and (y) the sum of (i) Annual Base Salary and (ii) the Highest
             Annual Bonus; and

                        C. a lump sum retirement benefit equal to the difference
             between (a) the actuarial equivalent of the benefit under the Fleet
             Financial Group, Inc. Pension Plan (the 'Pension Plan'), as
             supplemented by the Retirement Income Assurance Plan or any
             successor to such plan (the 'RIAP') and the Supplemental Executive
             Retirement Plan or any successor to such plan (the 'SERP'; and
             together with the RIAP and the Pension Plan, collectively referred
             to as the 'Retirement Plans'), which the Executive would receive if
             the Executive was fully vested in the Retirement Plans and the
             Executive's employment continued at the compensation level provided
             for in Sections 4(b)(i) and 4(b)(ii) for [three][two] years after
             the Date of Termination, and such [three][two] additional years
             shall be credited to the Executive for purposes of calculating the
             Executive's age, final average salary and years of service accrued
             under the Retirement Plans, provided, however, that any benefit to
             the Executive under any one or more of the Retirement Plans shall
             be included in the foregoing calculation only to the extent the
             Executive participated in such Retirement Plans immediately prior
             to the Effective Date, and (b) the actuarial equivalent of the
             Executive's actual benefit (paid or payable), if any, under the
             Retirement Plans; and

                        D. the Executive shall be entitled to receive a lump-sum
             payment equal to (i) the employer matching contributions that the
             Company would have made on the Executive's behalf to the Fleet
             Financial Group, Inc. Savings Plan or other similar or successor
             plan (the 'Savings Plan') and the Executive Supplemental Plan
             (assuming the maximum employee deferral election, and the maximum
             employer matching contribution rate, permitted under each of the
             Savings Plan and Executive Supplemental Plan) if the Executive's
             employment continued at the compensation level provided for in
             Section 4(b)(i) for [three][two] years, plus (ii) the amount, if
             any, of his account in the Savings Plan which is forfeitable on the
             Date of Termination; and

                  (ii) for [three][two] years after the Executive's Date of
      Termination, or such longer period as any plan, program, practice or
      policy may provide, the Company shall continue benefits to the Executive
      and/or the Executive's family at least equal to those which would have
      been provided in accordance with the applicable plans, programs, practices
      and policies described in Section 4(b)(iv) of this Agreement as if the
      Executive's employment had not been terminated or, if more favorable to



      the Executive, as in effect at any time thereafter with respect to other
      peer executives of the Company and its affiliated companies and their
      families. For purposes of determining eligibility of the Executive for
      retiree benefits pursuant to such plans, practices, programs and policies,
      the Executive shall be considered to have remained employed until
      [three][two] years after the Date of Termination and to have retired on
      the last day of such period.

      7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices, provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any other agreements with the Company or any of its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, policy, practice or program of
the Company or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program except as explicitly modified by this Agreement.

      8. Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. The Company agrees to
pay, to the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive about
the amount of any payment pursuant to Section 9 of this Agreement), plus in each
case interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Internal Revenue Code of 1986, as amended (the 'Code').

      9.    Certain Additional Payments by the Company.

            (a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a 'Payment') would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
'Excise Tax'), then the Executive shall be entitled to receive an additional
payment (a 'Gross-Up Payment') in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but 



that the Executive, after taking into account the Payments and the Gross-Up
Payment, would not receive a net after-tax benefit of at least $50,000 (taking
into account both income taxes and any Excise Tax) as compared to the net
after-tax proceeds to the Executive resulting from an elimination of the
Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount
(the 'Reduced Amount') such that the receipt of Payments would not give rise to
any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the
Payments, in the aggregate, shall be reduced to the Reduced Amount.

            (b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by KPMG Peat
Marwick unless such firm shall be the accounting firm of the Company or any
affiliate of the Company at the Date of Termination, in which case such
determinations shall be made by an accounting firm of national standing agreed
to by the Company and the Executive (which may be KPMG Peat Marwick if agreed to
by the Executive), or, if the Company does not so agree within 10 days of the
Date of Termination, such an accounting firm shall be selected by the Executive
(the 'Accounting Firm') which shall provide detailed supporting calculations
both to the Company and the Executive within 15 business days of the date such
firm is selected or such earlier time as is reasonably requested by the Company.
All fees and expenses to the Accounting Firm shall be borne solely by the
Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall
be paid by the Company to the Executive within five days of the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon the Company and the Executive. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
('Underpayment'), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 9(c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.

            (c) The Executive shall notify the Company in writing of any claim
by an Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive receives
written notification of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

                  (i) give the Company any information reasonably requested
      by the Company relating to such claim;

                  (ii) take such action in connection with contesting such claim
      as the Company shall reasonably request in writing from time to time,
      provided, however, that



      the Company's selection of one or more attorneys to provide legal
      representation with respect to such claim shall be subject to the
      Executive's prior written approval;

                  (iii) cooperate with the Company in good faith in order to
      contest such claim effectively; and

                  (iv) permit the Company to participate in any proceedings
      relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and provided, further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

            (d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 9(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 9(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 9(c), a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.


      10. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive' s employment with the Company,
the Executive shall not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 10 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this
Agreement.

      11.   Successors.

            (a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

            (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

            (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, 'Company' shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

      12.   Miscellaneous.

            (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Rhode Island, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

            (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

            If to the Executive:

                  [Executive's Name and Address]


            If to the Company:

                  Fleet Financial Group, Inc.
                  One Federal Street
                  Boston, MA  02110
                  Attention:  General Counsel

or such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

            (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

            (e) The Executive's failure to insist upon strict compliance with
any provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.

            (f) This Agreement contains the entire understanding of the Company
and the Executive with respect to the subject matter hereof and by entering into
this Agreement the Executive waives all rights he may have under the Company's
separation policy.

      IN WITNESS WHEREOF, the Executive has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer
as of the day and year first above-written.


                                          -----------------------------
                                                [Executive's Name]


                                          FLEET FINANCIAL GROUP, INC.


                                          By
                                            ---------------------------