Employment Agreement - Fleet Boston Corp. and Joseph A. Smialowski


                                    AGREEMENT

         AGREEMENT by and between FLEET BOSTON CORPORATION, a Rhode Island
corporation (the 'Company'), and JOSEPH A. SMIALOWSKI (the 'Executive'), dated
as of the 1st day of October, 1999.

         WHEREAS, the Human Resources and Board Governance Committee (the
'Committee') of the Board of Directors of the Company (the 'Board') 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 caused the Company to enter into this Agreement with the Executive.

         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 Boston
Corporation Pension Plan or similar BankBoston Plan which the Executive is a
participant ('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
date hereof, or if later, three years from the last effective Renewal Date.

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


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                  (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 


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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.


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                           (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, or such shorter period of the Executive's employment with the
         Company. 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.


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                           (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


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         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.


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                  (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.


                                       7




                  (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 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 Boston Corporation Pension Plan or similar
                  BankBoston Plan in which the Executive is a participant (the
                  'Pension Plan'), as supplemented by the Retirement Income
                  Assurance Plan or any successor to such plan or similar
                  BankBoston Plan in which the Executive is a participant (the
                  'RIAP') and the Supplemental Executive Retirement Plan or any
                  successor to such plan or similar plan sponsored by BankBoston
                  in which the Executive is a participant (the 'SERP'; and
                  together with the RIAP and the Pension Plan or similar
                  BankBoston Plan in which the Executive is a participant,
                  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 years after the Date of Termination, and
                  such three 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 Boston Corporation Savings
                  Plan or other similar or successor plan or similar BankBoston
                  Plan in which the Executive is a participant (the 'Savings
                  Plan') and the Executive Supplemental Plan or similar
                  BankBoston Plan in which the Executive is a participant
                  (assuming the maximum employee deferral election, and the
                  

                                       8


                  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 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 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 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 


                                       9


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 


                                       10


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 


                                       11


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




         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:

                           Joseph A. Smialowski
                           100 Federal Street
                           Boston, MA  02110

                  If to the Company:

                           Fleet Boston Corporation
                           100 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) No provision of this Agreement shall make the Executive
eligible to participate or a participant in any of the Company's employee plans
or employee benefits that the Executive was not eligible to participate or a
participant prior to the Effective Date.

                  (g) 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.


                                       13


         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.

                                           /s/ JOSEPH A. SMIALOWSKI
                                          ---------------------------
                                              Joseph A. Smialowski


                                        FLEET BOSTON CORPORATION


                                        By /s/ WILLIAM C. MUTTERPERL
                                           -------------------------
                                             William C. Mutterperl
                                             Executive Vice President


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