Retention and Deferred Compensation Agreement - Fleet Boston Corp. and Peter J. Manning


                                                                EXECUTION COPY

                  RETENTION AND DEFERRED COMPENSATION AGREEMENT

                  THIS RETENTION AND DEFERRED COMPENSATION AGREEMENT
('Agreement') dated December 31, 1999 and effective as of October 1, 1999 (the
'Effective Date') by and between Fleet Boston Corporation, a corporation
organized under the laws of Rhode Island (the 'Company') and Peter J. Manning
(the 'Executive').

                                   WITNESSETH:

        WHEREAS, the Company has determined that appropriate steps should be
taken to encourage the Executive to remain employed by the Company by providing
for certain benefits;

        NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree to the following:

        1. Definitions. The following terms shall have the meanings ascribed to
them below. 

           (a)   'Cause,' for termination of the Executive's employment by the
Company, shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a notice
of termination for Good Reason by the Executive) after a written demand for
substantial performance is delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in gross misconduct which is demonstrably and
materially injurious to the Company or any of its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be deemed 'willful' unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company. A termination of the Executive's employment for Cause shall not be
effective for purposes of this Agreement unless there is delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three 





quarters (3/4) of the entire membership of the Company's Board of Directors
('Board') at a meeting of the Board that was called and held for the purpose of
considering such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board) finding that, in the good faith opinion of the Board,
the Executive was guilty of conduct set forth in clause (i) or (ii) of the
definition of Cause herein, and specifying the particulars thereof in detail.

           (b)   'Change in Control' shall mean

                (i) 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

                (ii) 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

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                (iii) 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).

                (iv) 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.

           (c) 'Date of Termination,' with respect to termination of employment
by reason of death, shall mean the date of death, and with respect to any other
termination of employment, shall mean the date specified in the Notice of
Termination (which, in the case of a termination by the Company, shall not be
less than thirty (30) days, except in the case of a termination for Cause) and,
in the case of a termination by the Executive, shall not be less than fifteen
(15) days nor more than sixty (60) days, respectively, from the date such Notice
of Termination is given). 'Notice of Termination' shall mean a notice that shall
indicate the specific termination provision in this Agreement relied upon, shall
(if applicable) set 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 shall specify the date on which the termination
of employment shall be effective.

'Good Reason,' for termination by the Executive of the Executive's employment,
shall mean any reason that is approved by Charles K Gifford or, in the event
that Mr. Gifford ceases to be an executive officer of the Company, any reason
deemed sufficient by the Executive.


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        2. Retention Payment.

           (a) The Executive shall be entitled to receive on the Distribution
Date (as defined in Section 3) an amount equal to $2,705,000 (the 'Retention
Payment') if any of the following events shall occur:

                (i) the Executive's employment with the Company continues
     through the second anniversary of the Effective Date of this Agreement (the
     'Retention Date'), or

                (ii) the Executive's employment with the Company is terminated
     prior to the Retention Date by the Company without Cause, or

                (iii) the Executive's employment with the Company is terminated
     prior to the Retention Date by the Executive for Good Reason, or

                (iv) the Executive's employment with the Company is terminated
     prior to the Retention Date by reason of death or disability; or

                (v) a Change in Control occurs prior to the Retention Date.

If the Executive's employment is terminated prior to the Retention Date (i) by
the Company for Cause or (ii) by the Executive other than for Good Reason, the
Executive shall not be entitled to any portion of the Retention Payment.

           (b) The Retention Payment shall accrue interest at an annual rate
equal to the 'prime rate,' as in effect from time to time, compounded daily,
during the period (the 'Interest Term') commencing on the Effective Date of this
Agreement and ending on the Distribution Date, as defined in Section 3 (subject
to the limitation that the average interest rate used in each full or partial
calendar year during the Interest Term shall in no event exceed 10%). If the
Executive's employment is terminated prior to the Retention Date (i) by the
Company for Cause or (ii) by the Executive other than for Good Reason, the
Executive shall not be entitled to any portion of such accrued interest.

         3. Distribution of Retention Payment.

           (a) No portion of the Retention Payment may be distributed


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to the Executive during the period that the Executive is employed by the
Company. If the Executive becomes entitled to the Retention Payment pursuant to
Section 2(a), the Executive may elect to have the Retention Payment distributed
in any of the following forms: (i) in a cash lump sum no later than the fifth
business day following the Date of Termination; or (ii) in periodic installments
for a period of 5, 10 or 15 years following the Date of Termination; provided,
however, if the Executive is less than 55 years old when the Executive becomes
entitled to distribution of the Retention Payments, only the lump sum payment
option described in (i) above shall be available to the Executive. The term
'Distribution Date,' with respect to a lump-sum payment or one in a series of
periodic payments, shall mean the date on which such payment is made.

           (b) The Executive may designate a beneficiary who will be entitled to
any portion of the Retention Payment to which the Executive is entitled in the
event of his death. The beneficiary may be designated or changed by the
Executive (without the consent of any prior beneficiary) on a form provided by
the Company and delivered to the Company before his death. If no such
beneficiary shall have been designated, or if no designated beneficiary shall
survive the Executive, the Retention Payment, if not previously paid, shall be
paid to the Executive's estate.

           (c) On the Effective Date of this Agreement, the Executive shall make
an initial written election as to the form and time of the distribution of the
Retention Payment, in the space provided on the signature page of this
Agreement. At any time after the initial election, the Executive may change his
election by delivering to the Company written notice of such change; provided,
however, that no such subsequent election shall be effective unless such notice
is delivered to the Company at least 12 months prior to the Executive's (i)
reasonably anticipated retirement from the Company or (ii) termination of
employment.

        4. Additional Payment. It is the intention of the parties hereto that no
part of the Retention Payment will be treated as an 'excess parachute payment'
for purposes of the excise tax (the 'Excise Tax') imposed under section 4999 of
the Internal Revenue Code of 1986, as amended (the 'Code'). If, however, an
Excise Tax is imposed upon the Retention Payment or any other payment or deemed
payment made to the Executive, then the Company shall make an additional payment
to the Executive in accordance with the terms and conditions set forth on
Appendix I hereto.


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        5. Legal Fees. The Company also shall pay to the Executive all legal
fees and expenses that may be incurred in good faith by the Executive in seeking
to obtain or enforce any benefit or right provided by this Agreement. Such
payments shall be made within five (5) business days after delivery of the
Executive's written requests for payment accompanied with such evidence of fees
and expenses incurred as the Company reasonably may require.

        6. No Effect on Other Contractual Rights. The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish the Executive's existing rights (or
rights which would accrue solely as a result of the passage of time) under any
employee benefit plan or employment agreement or other contract, plan or
arrangement nor shall any amounts payable hereunder be considered in determining
the amount of benefits payable to the Executive under any such plan, agreement
or contract.

        7. Nonalienation of Benefits. The right of the Executive or any other
person to the payment of deferred compensation or other benefits under this
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Executive or the Executive's beneficiary or estate.

        8. Successors; Binding Agreement.

           (a) The Company shall 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, by agreement in
form and substance reasonably satisfactory to the Executive, expressly to assume
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 that becomes bound by the terms and provisions of this Agreement, by
operation of law or otherwise.

           (b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, legatees and beneficiaries. If the Executive should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such 


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designee, to the Executive's estate.

        9. Notice. For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed, if to the Executive, to the address
printed on the signature page of this Agreement, and if to the Company, to its
headquarters, attention: General Counsel, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.

        10. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing by the Executive and the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party that are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Massachusetts
without regard to its conflicts of law principles.

        11. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

        12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

        13. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein, and shall
be deemed to supersede the agreement entered into between the Executive and
BankBoston Corporation, dated June 25, 1998, as amended (the 'Severance
Agreement'), and any promises, covenants, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto with respect to the subject matter contained herein.


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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                FLEET BOSTON CORPORATION


                                /s/ M. ANNE SZOSTAK
                                ---------------------------------
                                By: M. Anne Szostak
                                Title:  Executive Vice Presidnet


                                            /s/ PETER J. MANNING
                                ---------------------------------------
                                 Name:       Peter J. Manning
                                 Address:    84 Partridge Lane
                                             Concord, MA  01742

I hereby elect to receive the Retention Payment as follows:

  [ ]     In one lump-sum payment, within five days following the Date of
          Termination.

  [X]     In a series of quarterly payments, commencing on the Date of
          Termination and ending on the 15th anniversary thereof (select 5th,
          10th or 15th anniversary).

                                                    /s/ PETER J. MANNING
                                            ----------------------------------
                                                       Peter J. Manning


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                                                                      APPENDIX I

               Procedures for Determination of Additional Payment

        (a) Subject to the limitations set forth in paragraph (e) of this
Appendix, if the Executive becomes subject to the excise tax (the 'Excise Tax')
imposed under section 4999 of the Internal Revenue Code of 1986, as amended(the
'Code'), upon 'excess parachute payments' (as defined in section 280G of the
Code), the Company shall promptly pay the Executive the amount or amounts (a
'Gross-Up Payment') that are necessary to place the Executive in the same
after-tax (taking into account federal, state, local income, excise,
unemployment and other taxes) financial position that he would have been in if
he had not incurred any tax liability under section 4999 of the Code, but only
to the extent that the Excise Tax results in a payment to the Internal Revenue
Service.

        (b) If the Company has determined that no Gross-Up Payment is necessary,
then in no case will the Executive file a tax return which takes a position that
any Excise Tax is payable, unless he receives a written opinion from his tax
advisor that it is more likely than not that such Excise Tax is due and payable.
Upon receipt of such written opinion, the Executive shall communicate such
written opinion to the Company not less than 30 days prior to filing the tax
return to which the opinion refers. Prior to the due date for the filing of such
tax return, the Company shall pay to the Executive the Gross-Up Payment
described above.

        (c) Each party will notify the other in writing of any claim by the
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 such party is informed in
writing of such a claim and such party shall apprise the other party of the
nature of such claim and the date on which such claim is requested to be paid.

        (d) The Company shall bear and pay directly all costs and expenses
(including legal fees and additional interest and penalties) incurred in
connection with any such claim or proceeding, to the extent related to the
Excise Tax, and shall indemnify and hold the Executive harmless, on an after-tax
basis, as provided in paragraph (a) of this Appendix, 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.

        (e) In the event that all 'parachute payments,' as defined in section
280G of the Code, payable to the Executive (after deduction of the net amount of
federal, state and local income and employment taxes and the amount of Excise
Tax to which the Executive would be subject in respect of such 'parachute
payments') does not equal or exceed 110% of the largest amount of 'parachute
payments' that would result in no portion thereof being subject to the Excise
Tax (after deduction of the net amount of federal, state and local income and
employment taxes on such reduced payments), then paragraph (a) of this Appendix
shall not apply and the Retention Payment shall be reduced as necessary to
ensure that no portion of the 


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'parachute payments' is subject to the Excise Tax.

If it is finally determined that the Excise Tax is less than the amount taken
into account in calculating the Gross-Up Payment under paragraph (a) hereof,
and/or the Retention Payment is to be reduced or further reduced pursuant to
paragraph (e) hereof, then the Executive shall promptly repay to the Company (x)
the portion of the Gross-Up Payment attributable to the excess Excise Tax and/or
(y) the excess Retention Payment, as applicable, plus interest on the amount of
such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the
Code, but such repayment plus interest thereon shall be required only to the
extent that such repayment results (1) (in the case of any repayment in the
Gross-Up Payment) in a reduction in the Excise Tax and (2) (in the case of any
repayment in the Gross-Up Payment or the Retention Payment) a dollar-for-dollar
reduction in the Executive's taxable income and wages for purposes of federal,
state and local income and employment taxes. If it is finally determined that
the Excise Tax exceeds the amount taken into account in calculating the Gross-Up
Payment under paragraph (a) hereof and/or the Retention Payment should not have
been reduced to the extent that it was, the Company shall promptly make an
additional Gross-Up Payment to the Executive and/or pay the Executive any
portion of the Retention Payment incorrectly reduced, as appropriate (plus any
interest, penalties or additions payable by the Executive with respect to such
excess and such portion), plus interest on the amount of such repayment at 120%
of the rate provided in section 1274(b)(2)(B) of the Code.


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