AMENDMENT ONE
TO THE
FLEET FINANCIAL GROUP, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN NO. 1
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 Employer 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. Section 2(c) is amended by adding paragraph (vi) to the end thereof to read
as follows:
(vi) Notwithstanding the foregoing, any election to defer receipt
of benefits under Section 2(c) is not valid or effective unless filed
with the Committee either by December 31, 1999 or at least one year
prior to the Employee's last day of active employment. An Employee
whose distribution of benefits is not governed by a deferred
compensation agreement under Section 2(a) and who does not have a
valid, timely election in effect on the last day of active employment
shall have his or her benefit promptly paid out in a lump sum following
termination of employment (i.e., after the end of salary continuation
payments, if applicable).
3. Section 2(f) is added to read as follows:
(f) Notwithstanding anything in the Plan to the contrary
regarding the form of benefits an Employee may elect, an Employee who
is eligible for benefits under this Section 2 may elect to receive his
or her benefit in the form of an age 65 single life annuity with an
actuarial value (using the Fleet Financial Group, Inc. Pension Plan's
actuarial assumptions) equal to 50% of the Employee's account balance.
4. Section 3(b) is amended to read as follows:
Payments of deferred incentive awards may be made in a lump sum, as an
age 65 single life annuity (as described in Section 3(g)), or in annual
installments or deferred annual installments, subject to the
requirements of Section 2(c)(vi).
5. Section 3(g) is added to read as follows:
(g) Notwithstanding anything in the Plan to the contrary
regarding the form of benefits an Employee may elect, an Employee who
is eligible for benefits under this Section 3 may elect to receive his
or her benefit in the form of an age 65 single life annuity with an
actuarial value (using the Fleet Financial Group, Inc. Pension Plan's
actuarial assumptions) equal to 50% of the Employee's account balance.
6. Section 9 is amended to read as follows:
SECTION 9. 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 an Employee's benefit or his or her distribution rights
related thereto as determined under the provisions of the Plan in
effect immediately prior to such amendment or termination, and this
second sentence of Section 9 is irrevocable and may not be amended.
7. Section 10 is added to read as follows:
SECTION 10. 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 Employee's Plan benefit or account are paid and whether any
portion of such FICA taxes shall be withheld from the Employee's wages
or deducted from the Employee's benefit or account.
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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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