AMENDMENT TWO
                                     TO THE
                           FLEET FINANCIAL GROUP, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                               (1996 RESTATEMENT)

Sections 5.1 and 5.2 are amended effective October 15, 1997 to read as follows:

     5.1  AMOUNT OF BENEFITS. The amount of the benefit payable under the Plan
     to a Participant will be equal to (a) minus (b), but not less than zero,
     where

         (a) is the amount of benefit the Participant would have been entitled
     to receive under the Basic Plan in the form of a "Single Life Annuity"
     commencing on his "Annuity Starting Date" if (i) under Section 5.1(a)(i) of
     the Basic Plan, "52.5%" were replaced by "60%", (ii) the term
     "Compensation" under the Basic Plan included bonus awards to which the
     Participant is entitled under the Corporate Executive Incentive Plan or
     other incentive award program, (iii) the limitations of sections 401(a)(17)
     and 415 of the Code (and the provisions of the Basic Plan applying those
     limitations) did not exist, and (iv) the Participant were treated under the
     Basic Plan as a "Participant" who is not a "Cash Balance Participant"; and

         (b) is the sum of (i) the benefit payable to the Participant under the
     Basic Plan, and (ii) the benefit payable to the Participant under the Fleet
     Financial Group, Inc. Retirement Income Assurance Plan, as in effect from
     time to time; provided that the amounts determined in (i) and (ii) shall be
     expressed in the form of a "Single Life Annuity" commencing on the
     Participant's "Annuity Starting Date" (with such quoted terms having the
     meaning set forth in the Basic Plan).

     5.2  CALCULATION AND PAYMENT OF BENEFITS. Except with respect to a
     Participant who is a "Cash Balance Participant" under the Basic Plan,
     benefits payable under the 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 payable to the Participant (or
     Beneficiary) under the Basic Plan. A Participant who is a "Cash Balance
     Participant" under the Basic Plan shall have the right to elect benefits
     under the Plan under the same terms and conditions (and only under the same
     terms and conditions), including but not limited to manner of calculation,
     form of payment and time of commencement, as the Participant would under
     the


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     Basic Plan if the Participant were not a "Cash Balance Participant."
     Except as otherwise provided herein, the rights of a Participant are
     determined based on the terms of the Plan in effect at the time the
     Participant terminated employment.

IN WITNESS WHEREOF, this Amendment One has been adopted by the Human Resources
and Planning Committee on the 15th day of October, 1997 and is executed by a
duly authorized officer of Fleet Financial Group, Inc.

                                    FLEET FINANCIAL GROUP, INC.

                                    By:  /s/ WILLIAM C. MUTTERPERL
                                       ---------------------------
                                           William C. Mutterperl
                                           Executive Vice President, Secretary
                                            and General Counsel