Executive Deferred Compensation Plan No. 2 - Fleet Financial Group Inc.


                           FLEET FINANCIAL GROUP, INC.
                   EXECUTIVE DEFERRED COMPENSATION PLAN NO. 2

                               (1997 RESTATEMENT)





ARTICLE 1.  INTRODUCTION

         Fleet Financial Group, Inc. hereby amends, restates and continues the
Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2 effective
as of December 17, 1997. The original effective date of the Plan is January 1,
1992. The Company established the Plan to attract, retain and motivate certain
of its key employees, as well as those of its subsidiaries and affiliates, by
providing them with the opportunity to defer receipt of certain amounts of
compensation. The Plan is intended to be 'a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees'
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and
shall be administered in a manner consistent with that intent.

ARTICLE 2.  DEFINITIONS

         As used herein, the masculine pronoun shall include the feminine
gender, and the singular shall include the plural, and the plural, the singular,
and the following terms shall have the following meanings unless a different
meaning is clearly required by the context.

         'ACCOUNT' means the separate account for a Participant established
pursuant to Section 7.1, which may pass to a Beneficiary pursuant to Article 9.
         'BENEFICIARY' means a beneficiary designated in accordance with 
Article 9. 
         'CHANGE OF CONTROL' is defined in Schedule A to the Trust Agreement.

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         'COMMITTEE' means the Human Resources and Planning Committee, or any
successor committee, of the Board of Directors of the Company.
         'COMPANY' means Fleet Financial Group, Inc.
         'DEFERRAL COMPENSATION' is defined in Section 5.1.
         'DEFERRAL DATE' is defined in Section 8.2.
         'DEFERRALS' means Deferral Compensation credited to a Participant's
Account during a calendar year as a result of a Participant's elections pursuant
to Section 5.2, plus, except where the context otherwise requires, amounts
attributable (i.e., credited interest) to amounts deferred during such calendar
year. Depending upon the context, 'Deferrals' may mean Deferrals for a single
calendar year or for two or more calendar years.
         'EMPLOYER' means the Company and its subsidiaries and affiliates.
         'ERISA' means the Employee Retirement Income Security Act of 1974.
         'PARTICIPANT' means an executive who is selected to participate in the
Plan, and who elects to participate in the Plan, in accordance with Article 4.
         'PLAN' means the Fleet Financial Group, Inc. Executive Deferred 
Compensation Plan No. 2 as set forth herein and in all subsequent amendments 
hereto.
         'TRUST' means the trust established under the Trust Agreement.
         'TRUST AGREEMENT' means the Trust Agreement for Executive Deferred
Compensation Plans No. 1 and 2 dated as of June 19, 1996, as subsequently
amended, or any successor trust agreement, as in effect from time to time.

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         'TRUSTEE' means the trustee of the Trust. 
         'VESTED' is defined in Section 8.5.

ARTICLE 3.   ADMINISTRATION

         3.1 COMMITTEE. The Plan shall be administered by the Committee. The
Committee shall have full discretionary authority to interpret the provisions of
the Plan and decide all questions and settle all disputes which may arise in
connection with the Plan, and may establish its own operative and administrative
rules and procedures in connection therewith, provided such procedures are
consistent with the requirements of section 503 of ERISA and the regulations
thereunder. All interpretations, decisions and determinations made by the
Committee shall be binding on all persons concerned. No action of the Committee
may reduce the amount of a Participant's Account below the amount of such
Account immediately before such action. No member of the Committee who is a
Participant in the Plan may vote or otherwise participate in any decision or act
with respect to a matter relating solely to himself (or to his Beneficiaries).

         3.2 DELEGATION BY COMMITTEE. Except as the Committee may otherwise
provide by written resolution, the Committee delegates its duties and
responsibilities under Section 3 with respect to non-executive officers (except
for the duty to establish eligibility criteria under Article 4) to the Director
of Corporate Human Resources, who may further delegate certain of such duties
and responsibilities to other officers of the 

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Company. For purposes of the Plan, any action taken by any such delegate
pursuant to such delegation shall be considered to have been taken by the
Committee.

         3.3 INDEMNIFICATION. The Company agrees to indemnify and to defend to
the fullest possible extent permitted by law any member of the Committee and any
delegatee (including any person who formerly served as a member of the Committee
or as a delegatee) against all liabilities, damages, costs and expenses
(including attorneys' fees and amounts paid in settlement of any claims approved
by the Company) occasioned by any act or omission to act in connection with the
Plan, if such act or omission is in good faith.

ARTICLE 4.  SELECTION OF PARTICIPANTS

         The Committee shall select, or shall establish the applicable criteria
for determining, the employees of the Company or its subsidiaries or affiliates
who are eligible to participate in the Plan. When an executive has been selected
to participate in the Plan, he will be notified by the Committee and given the
opportunity to elect to defer compensation under the Plan. An executive who
makes such an election is hereinafter referred to as a 'Participant.'

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ARTICLE 5.  DEFERRAL OF COMPENSATION

         5.1 DEFERRAL COMPENSATION. From time to time the Committee shall
establish if or to what extent base salary or bonuses under one or more
incentive bonus programs may be deferred under the Plan ('Deferral
Compensation').

         5.2 DEFERRAL ELECTIONS. For each calendar year, a Participant may
irrevocably elect, in accordance with this Article and Article 8, to defer
receipt of all or part of his Deferral Compensation for the year in which such
Compensation would otherwise be paid; provided, however, that unless the
Committee consents, such deferred amount for the year may not be less than
$10,000. A Participant's election to defer base salary, if base salary is
includable in Deferral Compensation at such time, must be made on or before
December 15 for base salary payable in the succeeding calendar year. A
Participant's election to defer an incentive award, if the incentive award is
includable in Deferral Compensation at such time, must be made prior to the time
the amount of the award is determined under the applicable incentive award
program and, in any event, prior to December 15 of the year for which the
incentive award performance is determined. In the case of a Participant who
becomes employed and eligible for the Plan during the same calendar year, the
elections described in this Article may be made no later than 30 days following
his first day of eligibility. The Committee may, in unusual circumstances,
extend the foregoing December 15 deadlines to no later than December 31 

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if it concludes that such action is necessary to permit Participants a
reasonable time to make deferral decisions.

ARTICLE 6.  INTEREST EQUIVALENT FACTOR

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         6.1 IN GENERAL. From time to time the Committee shall determine annual
interest equivalent factors that apply to Deferrals made in each calendar year.
The Committee may determine different interest equivalent factors for Deferrals
made in different calendar years, and except as otherwise provided herein, the
Committee may change each year the interest equivalent factor applicable to
Deferrals made in a specified calendar year. Except as otherwise provided in
Sections 6.2 and 6.3, the annual interest equivalent factor for Vested
Participants for Deferrals prior to 1998 shall be 12 percent. Except as
otherwise provided with respect to a Change in Control, the annual interest
equivalent factors for Deferrals after 1997 may be changed from time to time by
the Committee. Unless the Committee decides otherwise, with respect to Deferrals
for each calendar year, the annual interest equivalent factors applicable during
the period after termination of employment for Participants who are Vested
pursuant to Section 8.5(c) shall be 400 basis points less than the factors
applicable during the same period for Vested Participants who are employees.
Notwithstanding the foregoing, the annual interest equivalent factors applicable
to a Participant's Deferrals (i) at the time of the Participant's death shall
continue to apply until the Participant's Account is entirely distributed and
(ii) shall be consistent with any severance or other agreement between the
Company and the Participant.

         6.2 PRIOR TO FIVE YEARS OF PARTICIPATION. The annual interest
equivalent factors applied to Deferrals of a Participant who terminates
employment with the


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Employer less than five years from the date that Deferrals of the Participant
are first credited under the Plan (or, if earlier, are first credited under the
Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 1) shall be
determined in accordance with the schedule below, unless, prior to termination
of employment: (i) the Participant becomes Vested; or (ii) the Participant dies.

                                            Basis points subtracted from
                                            the declared annual interest
           Year of Participation            equivalent factors
           ---------------------            ------------------

                  1st Year                          500
                  2nd Year                          400
                  3rd Year                          300
                  4th Year                          200
                  5th Year                          100

After the Participant has five years of participation in the Plan, the value of
the Participant's Account shall be redetermined by disregarding the preceding
provisions of Section 6.2, so that the declared annual interest equivalent
factors applicable to Vested Participants during the deferral period are applied
retroactively to the respective initial Deferral Dates.

         6.3 DURING DISTRIBUTION OR UPON CHANGE OF CONTROL. The annual interest
equivalent factors applied to Deferrals of a Participant following commencement
(by the Participant or his Beneficiary) of annual installment distributions
shall be fixed at the interest equivalent factors applied to the Participant's
Deferrals immediately prior to the commencement of annual installment
distributions. Following a Change of Control, the 


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annual interest equivalent factors applied to Deferrals of a Participant shall
not be less than the highest annual interest equivalent factors applicable to
Deferrals of the Participant prior to the Change of Control (determined without
regard to Section 6.2).

ARTICLE 7.  PARTICIPANT ACCOUNTS

         7.1 ESTABLISHMENT OF ACCOUNTS. The Committee shall establish a separate
Account for each Participant reflecting the amounts due the Participant under
the Plan and shall cause the Company to establish on its books Accounts
reflecting the Company's obligation to pay Participants the amounts due under
the Plan.

         7.2 ADJUSTMENTS TO ACCOUNTS. From time to time the Committee shall
adjust each Participant's Account to credit (i) amounts which the Participant
has elected to defer under Article 5 and (ii) amounts based on the annual
interest equivalent factors determined under Article 6. A Participant's Account
shall also be adjusted to reflect benefit payments and withdrawals under Article
8. A Participant's Account shall continue to be adjusted under this Article 7
until the entire amount credited to the Account has been paid to the Participant
or his Beneficiary.


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ARTICLE 8.  DISTRIBUTION OF BENEFITS

         8.1      FOLLOWING TERMINATION OF EMPLOYMENT

                  (a) At the time an executive becomes a Participant, or, if 
later, by December 28, 1998, the Participant shall elect the manner in which his
entire Account (other than amounts distributed prior to termination of
employment pursuant to the Participant's election under Section 8.2, 8.3, or
8.4) is to be distributed, from among the following options:

                  (1)      A lump sum
                           (i)      upon termination of employment (including 
                                    termination due to retirement); or
                           (ii)     at a future date, not before termination of 
                                    employment, but by age 65 or immediately 
                                    following termination, whichever is later.
                  (2)      In up to 15 annual installments, commencing:
                           (i)      immediately upon termination of employment;
                                    or
                           (ii)     at a future date, not before termination of 
                                    employment, but by age 65 or immediately 
                                    following termination, whichever is later.

Notwithstanding the foregoing, a Participant must be Vested when his employment
terminates or he will receive his entire Account in a lump sum at termination. A


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Participant who has elected to receive payment at a time and in a form described
in this Section 8.1(a) may change such election at any time up to 12 months
prior to the date of his termination of employment. A changed election made in
the 12-month period prior to his termination of employment is not valid and has
no effect.

         (b) Notwithstanding Section 8.1(a), in the event a Participant is not
Vested at the time of termination of employment, or if the value of a
Participant's Account is equal to or less than $10,000 as of the date of
termination of employment, or if the Participant has not made an election in
accordance with Section 8.1(a), the Participant's Account shall be fully
distributed in a lump sum as soon as practicable following termination of
employment.

         (c) Notwithstanding anything in this Plan to the contrary, for a Vested
Participant who terminates employment before January 1, 2000, an election may be
made at any time prior to termination of employment to defer receipt beyond
termination of employment or to receive installment payments, but such election
is effective only with the written consent of the Committee.

         8.2 IN-SERVICE DISTRIBUTION UPON A SPECIFIED DATE. At the time of a
deferral election in accordance with Article 5, a Participant may irrevocably
elect to receive payment in a lump sum of a selected amount or percentage of the
total amounts deferred pursuant to such election (and interest credited thereto
in accordance with Article 6) at a


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specified date ('Deferral Date'). Such election shall be effective only if the
Participant is an employee of the Employer on the Deferral Date.

         8.3 FINANCIAL HARDSHIP DISTRIBUTION. In the event a Participant suffers
an unanticipated emergency due to circumstances beyond his control that results
in a financial hardship, the Participant may request a distribution of all or
any part of his Account. The Committee shall determine whether such a financial
hardship exists and what amount, if any, may be distributed. In no event shall
the aggregate amount of the distribution exceed either the value of the
Participant's Account or the amount determined by the Committee to be necessary
to alleviate the Participant's financial hardship (such hardship amount may
include taxes owed because of such distribution) and that is not reasonably
available from other resources of the Participant.

         8.4 WITHDRAWALS. Subject to a Withdrawal Penalty (as hereinafter
defined), a Participant may elect under this Section 8.4, at any time prior to
the time that an amount in his Account would otherwise be paid, to withdraw in a
single lump sum payment all or a specified portion of the balance of his or her
Account in accordance with procedures established by the Committee. Such
withdrawals shall be reduced by a percentage of the total amount requested,
which shall be forfeited by the Participant. Such percentage shall be equal to
the annual interest equivalent factor that applies to Deferrals made during the
calendar year of such withdrawal election, increased by three percentage points
('Withdrawal Penalty'); provided, however, that such Withdrawal Penalty may
never be


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less than 10 percent. No Withdrawal Penalty shall apply to a withdrawal
or distribution made in accordance with Section 8.1, 8.2 or 8.3.

         8.5      VESTING.  A Participant shall be Vested upon:
                  -------   
                  (a)      reaching age 65;
                  (b)      reaching age 55 and completing five years of 
                           continuous service with the Employer;
                  (c)      designation by the Committee, in its sole discretion
                           that a Participant shall be treated as Vested 
                           (regardless of the Participant's age and years of 
                           service);
                  (d)      a Change of Control; or
                  (e)      terminating employment with the Employer, after
                           completing 10 years of continuous service with the
                           Employer but prior to attaining age 55, due to 'Fleet
                           Focus' reductions.

         8.6 DISABILITY. For purposes of the Plan, a Participant who ceases
active employment because of a disability is considered to have terminated
employment, except that a Participant who is disabled is not considered to have
terminated employment while receiving benefits under the Company's long term
disability plan.

         8.7 TAX WITHHOLDING. To the extent required by applicable law, Federal,
State, and other taxes shall be withheld from a distribution.



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ARTICLE 9.  BENEFICIARY BENEFITS

         A Participant, on a form approved by the Committee, may designate a
Beneficiary, or change any prior designation, to receive the remaining balance
of his Account upon his death. Payments to a Beneficiary under this Article 9
shall be made in a lump sum or, if the Participant was Vested and so elects for
his Beneficiary, in a series of up to 15 annual installment payments, commencing
as soon as practicable following the Participant's death. Notwithstanding the
preceding sentence, if a Participant dies after annual installments have
commenced, the Beneficiary shall receive any remaining installments in
accordance with the Participant's installment election. Notwithstanding the
preceding two sentences, if a Beneficiary survives the Participant but dies
before the Participant's entire Account has been distributed, the remaining
balance of the Participant's Account shall be distributed in a lump sum to the
Beneficiary's estate as soon as practicable following receipt of notice of the
Beneficiary's death. If no Beneficiary is designated (or if a designated
Beneficiary does not survive the Participant), the balance credited to the
Participant's Account shall be paid to the Participant's estate in a lump sum as
soon as practicable following receipt of notice of the Participant's death.

ARTICLE 10.  NATURE OF CLAIM FOR PAYMENTS

         Except as herein provided, the Company shall not be required to set
aside or segregate any assets of any kind to meet its obligations hereunder. A
Participant shall 


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have no right on account of the Plan in or to any specific assets of the Company
or to any assets of the Trust. Any right to any payment the Participant may have
on account of the Plan shall be solely that of a general, unsecured creditor of
the Company.

         To assist in meeting its obligations under the Plan, the Company has
caused the Trust to be established, of which the Company is treated as the owner
under Subpart E of Subchapter J, Chapter I of the Internal Revenue Code of 1986,
as amended, and may deposit funds with the Trustee of the Trust. Upon a Change
of Control, the Company shall promptly appoint an independent Trustee (which may
not be the Company or any subsidiary or affiliate) for the Trust, and, if at the
time of a Change of Control, the Trust has not been fully funded, the Company
shall, within the time and manner specified under such Trust, deposit in such
Trust amounts sufficient to satisfy all obligations under the Plan as of the
date of deposit.

         In all events, the Company shall remain ultimately liable for the
benefits payable under this Plan, and to the extent the assets at the disposal
of the Trustee are insufficient to enable the Trustee to satisfy all benefits,
the Company shall pay all such benefits necessary to meet its obligations under
this Plan.

         The obligations of the Company hereunder shall be binding upon its
successors and assigns, whether by merger, consolidation or acquisition of all
or substantially all of its business or assets.


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ARTICLE 11.  ASSIGNMENT OR ALIENATION

         The interest hereunder of any Participant or Beneficiary shall not be
alienable by the Participant or Beneficiary by assignment or any other method
and will not be subject to be taken by his creditors by any process whatsoever,
and any attempt to cause such interest to be so subjected shall not be
recognized.

ARTICLE 12.  NO CONTRACT OF EMPLOYMENT

         The Plan shall not be deemed to constitute a contract of employment
between the Company and any Participant, or to be consideration for the
employment of any Participant.

ARTICLE 13.  AMENDMENT OR TERMINATION OF PLAN

         The Plan may be altered, amended, revoked or terminated in writing by
the Committee or the Company, in any manner and at any time; provided, however,
that following a Change of Control, no such alteration, amendment, revocation or
termination shall reduce the amount of a Participant's Account or his or her
rights to such Account as determined under the provisions of the Plan in effect
immediately prior to such Change of Control, or otherwise adversely affect the
Participant's benefits under the Plan, without the written consent of the
Participant; and further provided, however, that following a Change of Control,
the provisions of this Article 13 may not be amended.


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ARTICLE 14.   MERGER OF THE SHAWMUT NATIONAL CORPORATION DEFERRED COMPENSATION 
              PLAN

         Each individual who was a participant in the Shawmut National
Corporation Deferred Compensation Plan immediately prior to the date as of which
Shawmut National Corporation merged with Fleet Financial Group, Inc., who became
an employee of the Company or a subsidiary or affiliate as of said merger date,
and who consented in writing to the provisions of the Instrument of Amendment
and Merger of the Shawmut National Corporation Deferred Compensation Plan with
the Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2,
shall become a Participant in the Plan as of January 1, 1996. As of January 1,
1996, the Committee shall establish an Account for each such Participant under
the Plan and will credit to such Account as of January 1, 1996 an amount equal
to the value of such Participant's 'Deferral Account' under the Shawmut National
Corporation Deferred Compensation Plan, determined by the Company, immediately
prior to January 1, 1996. To the extent such value is determined with reference
to the value of shares of Fleet Financial Group, Inc. common stock, the value of
each such share shall be equal to the average of the closing prices for Fleet
Financial Group, Inc. common stock for the month of December, 1995, as shown in
The Wall Street Journal.

ARTICLE 15.  GOVERNING LAW


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         This Plan shall be governed and construed in accordance with the laws
of the State of Rhode Island, to the extent such laws are not preempted by
federal law.

         IN WITNESS WHEREOF, this amended and restated Plan has been adopted by
the Committee on December 17, 1997, and is executed by a duly authorized officer
of Fleet Financial Group, Inc.

                                            FLEET FINANCIAL GROUP, INC.

                                            By:  /s/ WILLIAM C. MUTTERPERL
                                                --------------------------

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