Retirement Income Assurance Plan - Fleet Financial Group Inc.


                                  AMENDMENT ONE
                                     TO THE
                           FLEET FINANCIAL GROUP, INC.
                        RETIREMENT INCOME ASSURANCE PLAN

1.       Section 7.8 is added effective January 1, 1997 to read as follows:

         7.8      NONDUPLICATION OF BENEFITS

         The benefits payable to a Participant under this Plan shall be reduced
         on an Actuarial Equivalent basis by the benefit such Participant earned
         under any other similar nonqualified excess defined benefit plan that
         does not provide for a reduction of benefits under such plan, for
         benefits payable under this Plan, to the extent that the benefits under
         such plan were accrued upon the Participant's service that was included
         as Credited Service under this Plan.

2.       Appendix A is added to read as follows:

                                   APPENDIX A

                SPECIAL RULES FOR SERVICE WITH ACQUIRED ENTITIES

         This Appendix A is part of the Plan and contains special rules
applicable only to the Participants described herein. If provisions of this
Appendix A conflict with any other provisions of the Plan with respect to such
Participants, the provisions of this Appendix A shall govern.

A.       SHAWMUT NATIONAL CORPORATION

         1. The Shawmut National Corporation Excess Benefit Plan ('Shawmut
Excess Plan') shall merge into the Plan effective as of January 1, 1997. As of
that date, the liabilities of the Shawmut Excess Plan shall become the
liabilities of the Plan and the Shawmut Excess Plan shall cease to exist.
Notwithstanding anything in the Plan to the contrary, the benefit under this
Plan of a Participant who was a former participant in the Shawmut Excess Plan
shall not be less than the benefit such participant would be deemed to have
accrued under the terms of the Shawmut Excess Plan as of the date this Appendix
A was adopted.

         2. Each individual who was a participant in the Shawmut Excess Plan or
the Shawmut National Corporation Executive Supplemental Retirement Plan
('Shawmut SERP') immediately prior to the date as of which Shawmut National
Corporation merged with Fleet Financial Group, Inc., and who became an employee
of the Company or a subsidiary or affiliate as of said merger date, shall become
a Participant in the Plan as of January 1, 1997. This Section A of Appendix A
shall apply solely to former participants in the Shawmut Excess Plan or Shawmut
SERP ('Shawmut Participants').

         3. The benefits of Shawmut Participants shall be determined by taking
into account the principles and provisions of Specification Schedule J of the
Basic Plan. For Participants who are not Cash Balance Participants, this
includes adjustment of their 12/31/96 benefit, transferred from the Shawmut
Excess Plan, for increases in Average Annual Compensation after 1996.





         4. As of January 1, 1997, the following Cash Balance Participants shall
have the following opening amounts credited to their Cash Balance Accounts under
this Plan, which represents the total value of their benefits under the Shawmut
Excess Plan as of December 31, 1996, reduced by the deemed Shawmut Excess Plan
offset described in Section 5 below, where applicable, expressed as a single
sum:

   ---------------------- ---------------------- ---------------------------
                                                        OPENING CASH
         NAME                   SOC. SEC.#                BALANCE
   ---------------------- ---------------------- ---------------------------
   CLAFFEE, JAMES             XXX-XX-XXXX               $  2,418.50
   ---------------------- ---------------------- ---------------------------
   DELFINO, PAUL              XXX-XX-XXXX               $  6,747.34
   ---------------------- ---------------------- ---------------------------
   EYLES, DAVID               XXX-XX-XXXX               $ 17,775.70
   ---------------------- ---------------------- ---------------------------
   FALK, MICHAEL              XXX-XX-XXXX               $  1,509.82
   ---------------------- ---------------------- ---------------------------
   HEDGES JR., ROBERT         XXX-XX-XXXX               $  3,074.22
   ---------------------- ---------------------- ---------------------------
   HUSTON, JOHN               XXX-XX-XXXX               $  7,843.30
   ---------------------- ---------------------- ---------------------------
   MALLON, WILLIAM            XXX-XX-XXXX               $  4,567.26
   ---------------------- ---------------------- ---------------------------

         5. Because participants in the Shawmut SERP were not also participants
in the Shawmut Excess Plan, their benefit under the Plan, which is calculated by
taking into account their service with Shawmut, shall be reduced by the
following amounts, or the Actuarial Equivalent thereof, which are the benefits
that they would have accrued under the Shawmut Excess Plan as of December 31,
1996, with Credited Service frozen as of December 1, 1995, if they had been
participants in the Shawmut Excess Plan:

   ---------------------- ---------------------- ---------------------------
                                                     EXCESS PLAN OFFSET
                                                      OF MONTHLY NORMAL
         NAME                   SOC. SEC.#            RETIREMENT BENEFIT
   ---------------------- ---------------------- ---------------------------
   BERGER, JOHN               XXX-XX-XXXX               $    382.62
   ---------------------- ---------------------- ---------------------------
   BROMAGE, WILLIAM           XXX-XX-XXXX               $    364.00
   ---------------------- ---------------------- ---------------------------
   KRAUS, EILEEN              XXX-XX-XXXX               $  2,294.25
   ---------------------- ---------------------- ---------------------------
   OVERSTROM, GUNNAR          XXX-XX-XXXX               $  8,170.96
   ---------------------- ---------------------- ---------------------------
   ROTTNER, SUSAN             XXX-XX-XXXX               $    565.74
   ---------------------- ---------------------- ---------------------------

IN WITNESS WHEREOF, this Amendment One has been adopted by the Human Resources
and Planning Committee on the 17th day of June, 1998 and is executed by a duly
authorized officer of Fleet Financial Group, Inc.

                                           FLEET FINANCIAL GROUP, INC.

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