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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