Employment Agreement - Fleet Financial Group Inc. and Gunnar S. Overstrom


                                  April 16, 1997


Mr. Gunnar S. Overstrom
One Squirrel Hill Road
West Hartford, CT  06107

Dear Gunnar:

    Under the terms of your Employment Agreement by and between Fleet Financial
Group, Inc. ('Fleet' or the 'Corporation') and yourself, dated as of February
20, 1995 (the 'Employment Agreement'), you are entitled to terminate your
employment with Fleet at any time for Good Reason and to receive certain
benefits, as described in Section 9 of your Employment Agreement.  As defined in
your Employment Agreement, 'Good Reason' means any reason other than death,
Disability or termination by Fleet for Cause.  The Board of Directors of Fleet
believes it is in the best interest of the Corporation and its shareholders to
have you continue as a member of Fleet's senior management team, but does not
wish to disadvantage you by denying you the full benefits to which you would be
entitled if you were to terminate your employment with Fleet sooner.  Therefore,
in order to induce you to remain in Fleet's employ, Fleet has agreed to amend
your Employment Agreement, as described in this letter agreement.  Terms used in
this letter agreement and not otherwise defined shall have the meaning set forth
in your Employment Agreement.

    1.   In lieu of the benefits you might otherwise be entitled to receive
         under Section 9(b)(ii) and Section 9(b)(iii)(B) (with respect to your
         split-dollar benefit only) of your Employment Agreement, the
         Corporation will credit to an account (the 'Deferral Account') on the
         books of the Corporation an amount equal to the benefits you would be
         entitled to receive under those sections of your Employment Agreement
         if your Date of Termination had occurred on April 16, 1997 (the
         'Calculation Date').  Such benefits are set forth on ATTACHMENT A to
         this letter agreement (the 'Deferral Amount').  Commencing as of the
         Calculation Date and ending on your actual Date of Termination, Fleet
         will credit your Deferral Account balance (which shall include the
         Deferral Amount and all amounts of interest previously credited
         pursuant to this Agreement) with interest monthly at a rate per annum
         equal to the Prime Rate, with each change in said rate to be effective
         on the effective date of each change in the Prime Rate.  The Prime
         Rate shall mean the rate which Fleet National Bank announces from time
         to time as its prime lending rate, as in effect from time to time.




Mr. Gunnar S. Overstrom
April 16, 1997
Page 2


         The Deferral Amount, together with interest thereon, shall be payable
         to you (or your beneficiary, in the event of your death) in a cash
         lump sum within five (5) days following your actual Date of
         Termination (or such later date(s) as you may elect pursuant to
         Section 9(b)(ii) of your Employment Agreement), provided, however,
         that under no circumstances shall you be entitled to any Gross-Up
         Payment with respect to the interest earned and paid on your Deferral
         Amount.  Payment to you of the Deferral Amount, together with interest
         as provided above, shall constitute full satisfaction of Fleet's
         obligation to you under Section 9(b)(ii) and Section 9(b)(iii)(B)
         (with respect to your split-dollar benefit only) of your Employment
         Agreement.  

    2.   Fleet's Chairman and Chief Executive Officer will recommend to the
         Human Resources and Planning Committee that your annual bonus for 1997
         (payable in February 1998) be at least equal to your 1996 annual bonus
         ($800,000), subject to the following conditions: such amount shall be
         (A) within the limits set forth in the Named Executive Officer Bonus
         Plan for persons other than the Chief Executive Officer, and (B) not
         greater than the highest annual bonus awarded to the Chief Operating
         Officer and any of the other Vice Chairmen for 1997.  If your actual
         Date of Termination occurs prior to December 31, 1997, you shall be
         entitled to a pro rata portion of your annual bonus for 1997 based on
         the months of service completed in 1997 (with each partial month of
         service treated as a full month for purposes of this letter
         agreement), which annual bonus shall be calculated based on the
         formula described above, and shall be payable in February 1998.  For
         purposes of calculating your SERP benefit under Section 9(b)(iii)(B)
         of your Employment Agreement, the bonus component of your compensation
         for the three additional years of service under the SERP will be
         calculated using the greater of (Y) $800,000, which was the amount of
         your annual bonus for 1996 and (Z) the annual bonus payable to you for
         the calendar year immediately preceding your termination of
         employment.

    3.   Section 8 of your Severance Agreement by and between Fleet and
         yourself, dated as of February 20, 1995 (the 'Severance Agreement'),
         provides that subsequent to a change in control and during the term of
         your Severance Agreement, the provisions of the Severance Agreement
         shall supersede and substitute for those provisions of your Employment
         Agreement relating to your entitlement to benefits in connection with
         any




Mr. Gunnar S. Overstrom
April 16, 1997
Page 3


         termination of your employment.  Notwithstanding this Section 8, you
         shall be entitled to the benefits described in your Employment
         Agreement, as amended by this letter agreement, even if your actual
         Date of Termination occurs after a change in control of the
         Corporation (as defined in your Severance Agreement), and any benefits
         payable to you under your Severance Agreement shall be reduced (but
         not below zero) by an amount equal to the benefits paid to you
         pursuant to your Employment Agreement, as amended.  

    This letter agreement, when counter-signed by you, shall constitute an
amendment to your Employment Agreement, and to Section 8 of your Severance
Agreement.  Except as so amended, your Employment Agreement and your Severance
Agreement shall remain in full force and effect.  Nothing in this letter
agreement shall be construed to be a commitment or guarantee of future
employment with Fleet.  If the above reflects your understanding, please sign a
copy of this letter in the space provided below and return it to me.

                                  Very truly yours,

                                  /s/ Terrence Murray

                                  Terrence Murray

AGREED:


/s/Gunnar S. Overstrom            
----------------------------------
Gunnar S. Overstrom




ATTACHMENT A

                               BENEFITS PROVIDED AS OF 
                                    APRIL 16, 1997
                                           
                                                                AMOUNT
                                                                ------

Lump Sum Payment
    ((Base Salary + Bonus) x 3)                                 $3,975,000
    (($525,000 + $800,000) x 3)

Lump Sum Payment
    (Highest PEP Award x 3)                                     $1,391,057
    (((14,250 + 297 dividend equivalents) x $31.875) x 3)

Split Dollar Insurance  (lump sum value)                        $2,004,895
    

TOTAL                                                           $7,370,952

Pending:  Determination of applicable excise tax, accompanying tax gross up and
federal and state tax liability.  Tax liability payable as of payment date (not
deferral date).