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



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             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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