Executive Supplemental Plan - Fleet Financial Group Inc.


                                  AMENDMENT ONE
                                     TO THE
                           FLEET FINANCIAL GROUP, INC.
                           EXECUTIVE SUPPLEMENTAL PLAN

The following amendments are effective as of January 1, 2000.

1.       Upon the effective date of the final legal approval of the change in
         the name of the Company to FleetBoston Financial Corporation, the name
         'Fleet Financial Group, Inc.' will be replaced by the name 'FleetBoston
         Financial Corporation' wherever it appears in the Plan.

2.       Article 2 is amended by replacing the phrase 'Corporate Benefits
         Director' with the phrase 'Director of Rewards, Recognition and Benefit
         Services or such Director's designee' wherever it appears therein.

3.       The first sentence of Article 3 is amended to read as follows:

                  Each employee of the Employer who is a Participant in the
                  Fleet Savings Plan and who is employed during the deferral
                  election period in December of a Plan Year is eligible to
                  participate in the Plan with respect to his or her regular
                  base salary for the following calendar year in excess of the
                  qualified plan dollar limitation under Section 401(a)(17) of
                  the Code.

4.       Article 8 is amended by adding the following at the end thereof:

         A Participant shall be fully vested in his or her Account at all times.

5.       Article 9 is amended to read as follows:

         ARTICLE 9.  PARTICIPANT BENEFITS

                  9.1 DISTRIBUTION ELECTIONS. Except as otherwise limited by
         this Article, a Participant shall have the right to elect the timing
         and form of the distribution of his or her Account, or to change any
         prior election, on a form approved by the Committee. An election under
         this Article 9 is not valid or effective unless filed with the
         Committee either by December 31, 1999 or at least one year prior to the
         Participant's last day of active employment. A Participant who does not
         have a valid, timely election in effect on the last day of active
         employment shall have his or her Account promptly paid out in a lump
         sum following termination of employment (i.e., after the end of salary
         continuation payments, if applicable).





                  9.2 TERMINATION BEFORE AGE 55 WITH FIVE YEARS OF SERVICE. A
         Participant who terminates employment with the Employer prior to
         attaining age 55 and also completing five years of continuous service
         with the Employer shall have the right to elect to receive the balance
         credited to his or her Account on a specified date following
         termination of employment (but not later than his or her 65th birthday)
         in a single payment.

                  9.3 OTHER TERMINATIONS. A Participant who terminates
         employment with the Employer after both attaining age 55 and completing
         five years of continuous service with the Employer (or who, under a
         severance or other special arrangement, is treated as having attained
         age 55 and completed five year of continuous service) or after
         attaining age 65 shall have the right to elect to receive or to begin
         to receive the balance credited to his or her Account on a specified
         date (or beginning on a specified date) following termination of
         employment (but not later than his or her 65th birthday or, if later,
         his or her date of termination of employment) either in a lump sum or
         in a series of up to fifteen annual installment payments.

                  9.4 HARDSHIP WITHDRAWALS. A Participant who incurs a severe
         financial hardship due to circumstances beyond his or her control may
         request to withdraw all or a portion of his or her Account to the
         extent necessary to satisfy his or her financial emergency. The
         Committee in its sole discretion will determine whether a severe
         financial hardship exists and what amount, if any, may be withdrawn.

                  9.5 FORCED CASHOUT OF SMALL AMOUNTS. Notwithstanding Sections
         9.1, 9.2 and 9.3, if the value of a Participant's Account at the time
         of termination of employment is $10,000 or less, the Participant's
         Account shall be promptly paid out in a lump sum.

6.       Article 14 is amended to read as follows:

         ARTICLE 14.       AMENDMENT OR TERMINATION OF THE PLAN

                  The Plan may be amended or terminated in writing by the
         Committee or the Company in any manner at any time. Notwithstanding the
         previous sentence, no such amendment or termination shall reduce the
         amount of a Participant's Account or his or her distribution rights
         related thereto as determined under the provisions of the Plan in
         effect immediately prior to such amendment or 

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         termination, and this second sentence of Article 14 is irrevocable and 
         may not be amended.

7.       Article 16 is added to read as follows:

         ARTICLE 16.       SOCIAL SECURITY TAX

                  Subject to the requirements of Code section 3121(v)(2) and the
         regulations thereunder, the Committee has the full discretion and
         authority to determine when Federal Insurance Contribution Act ('FICA')
         taxes on a Participant's Plan benefits are paid and whether any portion
         of such FICA taxes shall be withheld from the Participant's wages or
         deducted from the Participant's Account.

IN WITNESS WHEREOF, the provisions of this Amendment One were adopted by the
Human Resources and Board Governance Committee on the 21st day of December,
1999, or are hereby adopted, and this Amendment One is executed by a duly
authorized officer of Fleet Boston Corporation.

                               FLEET BOSTON CORPORATION


                               By:  /s/ WILLIAM C. MUTTERPERL
                                   --------------------------
                                        William C. Mutterperl
                                        Executive Vice President, Secretary
                                        and General Counsel


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