Supplemental Executive Retirement Plan - Fleet Financial Group Inc.

AMENDMENT FIVE TO THE FLEET FINANCIAL GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (1996 RESTATEMENT)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 8.9 is added effective January 1, 2000 to read as follows: 8.9 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, this Amendment Five is executed by a duly authorized officerof Fleet Boston Corporation. FLEET BOSTON CORPORATION By: /s/ WILLIAM C. MUTTERPERL --------------------------- William C. Mutterperl Executive Vice President, Secretary and General Counsel

37601994 Performance-Based Bonus Plan For The Named Executive Officers - Fleet Financial Group Inc.

                           FLEET FINANCIAL GROUP, INC.                   AMENDED AND RESTATED 1994 PERFORMANCE-BASED                   BONUS PLAN FOR THE NAMED EXECUTIVE OFFICERSOverview         The 1994 performance-based bonus plan (the 'Bonus Plan') for the NamedExecutive Officers of Fleet Financial Group, Inc. (the 'Corporation') supportsthe Corporation's objective of paying for performance which increasesshareholder value by providing for a maximum bonus award, which award may bereduced at the discretion of the Human Resources and Board Governance Committeeof the Board of Directors of the Corporation, or any successor committee (the'Committee'), based solely on the Corporation's yearly financial performance asmeasured by Return on Equity ('ROE') and Net Income, as adjusted forextraordinary charges and changes in Generally Accepted Accounting Principles('GAAP').Committee         The Committee shall consist of three or more members of the Board ofDirectors, each of whom shall be an 'outside' director as such term is definedin Rule 1.162-27 (now in effect or as amended) of the Internal Revenue Code of1986, as amended. The Committee shall certify to the attainment of theperformance goals set forth herein prior to any payments made pursuant to theBonus Plan. The Committee shall have the right, in its sole discretion, toreduce any bonus awards payable under the Bonus Plan.Eligibility         The Chief Executive Officer and any other employee of the Corporationwho is named as a Named Executive Officer in the Corporation's most recent proxystatement (together with the Chief Executive Officer, the ('Named Executives'))are eligible to participate in the Bonus Plan.Formula for Bonus Pool            Named Executives         If the Corporation's ROE in any year equals 15%, then the maximumamount payable under the Bonus Plan to each Named Executive shall be .24% of NetIncome. For each .5% increase in ROE over 15%, the percentage of Net Incomepayable to each Named Executive as a bonus shall increase by .005%. Conversely,for each .5% percentage decrease in ROE from 15%, the percentage of Net Incomepayable to each Named Executive shall decrease by .005%. No bonus shall bepayable under the Bonus Plan to any Named Executive if the Corporation's ROE isless than 10%.Effect of Acquisitions/Unusual Earnings Impact         If the Corporation makes a major strategic acquisition during the yearwhich reduces ROE or Net Income, the calculation of ROE and Net Income forpurposes of calculating the bonus amounts payable under the Bonus Plan shallexclude the effect of such acquisition. In addition, ROE and Net Income may beadjusted for extraordinary charges and changes in GAAP.Miscellaneous         In no event shall the cost of the Bonus Plan exceed more than 10% ofthe Corporation's annual average income before taxes for the preceding fiveyears.