Amendment To The FleetBoston Financial Corporation Directors Deferred Compensation and Stock Unit Plan (Effective December 17, 1997) The Directors Deferred Compensation and Stock Unit Plan (Effective December 17, 1997) is hereby amended as follows, effective July 1, 2000. 1) The following new sentence is hereby added to the end of Section 8(f): Notwithstanding the above, on July 1, 2000 and on each January 1st thereafter, an Eligible Director may elect to transfer all or a portion of his or her Fixed Rate Account to his or her Stock Unit Account. A transfer from an Eligible Director's Stock Unit Account to his or her Fixed Rate Account shall not be permitted. 2) The following new sentence is hereby added to the end of Section 10(a): Commencing on July 1, 2000 and on each January 1st thereafter, an Eligible Director may elect to transfer all or a portion of his or her Fixed Rate Account to his or her Stock Unit Account. Adopted by the Human Resources and Board Governance Committee of the Board of Directors at their meeting held on June 20, 2000. /s/ WILLIAM C. MUTTERPERL -------------------------------------- By: William C. Mutterperl Executive Vice President Secretary and General Counsel
Directors Deferred Compensation and Stock Unit Plan - FleetBoston Financial Corp.
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