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Published: 2008-03-26

Employment Agreement - Fleet Financial Group Inc. and Eugene M. McQuade



                                AMENDMENT ONE TO
                         AMENDED AND RESTATED AGREEMENT

     In accordance with a resolution adopted by the Human Resources and Planning
Committee of the Board of Directors of Fleet Financial Group, Inc. on June 17,
1998, Section 6(d)(i)(C) of the Amended and Restated Agreement (the 'Agreement')
between Fleet Financial Group, Inc. and Eugene M. McQuade, dated as of October
15, 1997, shall be amended to read as follows:

          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
          the additional years (if any) from the Date of Termination until he
          reached age 52 ('Age 52 Benefit'), and for three additional years from
          the later of age 52 and the Date of Termination, and all such
          additional years after the Date of Termination 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 provided,
          however, that the Age 52 Benefit shall be offset (but not below 0) by
          the actuarial equivalent of the Executive's retirement benefits (paid
          or payable) under qualified and nonqualified plans maintained by
          Manufacturer's Hanover Trust, and (b) the actuarial equivalent of the
          Executive's actual benefit (paid or payable), if any, under the
          Retirement Plans; and

     IN WITNESS WHEREOF, the Executive has executed this Amendment One to the
Agreement ('Amendment One') and the Company has caused this Amendment One to be
executed by its duly authorized officer effective as of June 17, 1998.


                                     /s/ Eugene M. McQuade
                                     ---------------------
                                         Eugene M. McQuade

                                  FLEET FINANCIAL GROUP, INC.

                                  By /s/  M. Anne Szostak
                                     ----------------------
                                          M. Anne Szostak
                                          Executive Vice President



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