AMENDMENT TWO
TO THE
FLEET FINANCIAL GROUP, INC.
RETIREMENT INCOME ASSURANCE PLAN
Except as otherwise provided below, 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. Section 4.2 is amended to read as follows:
4.2 PAYMENT OF BENEFITS TO TRADITIONAL PARTICIPANTS.
Benefits payable under the Plan to or in respect of a Participant
who is not a Cash Balance Participant under the Basic Plan shall be
calculated in the same manner, paid in the same form, commence at
the same time, and paid under the same terms and conditions as the
benefits paid to the Participant (or Beneficiary) under the Basic
Plan. Such Participant's benefit payment election under the Basic
Plan shall be treated as his or her benefit payment election under
the Plan.
3. Sections 4.3 and 4.4 are renumbered as 4.4 and 4.5, respectively, and a
new Section 4.3 is added to Article IV to read as follows:
4.3 PAYMENT OF BENEFITS TO CASH BALANCE PARTICIPANTS.
(a) Except as otherwise provided in this Section 4.3, benefits payable
under the Plan to or in respect of a Participant who is a Cash
Balance Participant under the Basic Plan shall be calculated in the
same manner and payable in the same forms, at the same times, and
under the same terms and conditions as the benefits payable to the
Participant (or Beneficiary) under the Basic Plan.
(b) A Cash Balance Participant (or Beneficiary) shall separately elect
the form and timing of his or her benefit under the Plan and under
the Basic Plan. Such election under the Plan, or change in any
prior election, shall be made on a form approved by the Committee.
An election under this Section 4.3 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.
(c) A Participant 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).
(d) Notwithstanding the foregoing provisions of this Section 4.3, if
the value of a Cash Balance Participant's benefit under the Plan at
the time of termination of employment is $10,000 or less, the
Participant's benefit shall be paid out in a lump sum as soon as
administratively practicable following termination of employment.
4. Section 4.5 is amended to read as follows:
4.5 VESTING. If a Participant or Beneficiary is not entitled
to receive a benefit under the Basic Plan because the benefit is not
vested, the Participant or Beneficiary shall also not be entitled to
receive benefits under the Plan.
5. Article 5 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.
6. The last sentence of Article 5 is amended effective January 1, 1996, by
replacing the term 'omissions' with the term 'omission'.
7. Article 6 is amended to read as follows:
ARTICLE 6. 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 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 Article 6 is irrevocable and may not be amended.
8. Section 7.9 is added to read as follows:
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7.9 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 benefit or
account are paid and whether any portion of such FICA taxes shall be
withheld from the Participant's wages or deducted from the
Participant's benefit or account.
IN WITNESS WHEREOF, the provisions of this Amendment Two were adopted by the
Human Resources and Board Governance Committee on the 21st day of December,
1999, or are hereby adopted, and this Amendment Two 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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