AMENDMENT TWO
                                     TO THE
                           FLEET FINANCIAL GROUP, INC.
                   EXECUTIVE DEFERRED COMPENSATION PLAN NO. 2

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 6.2 is clarified by inserting the words "without retroactive
     adjustment" after the words "determined in accordance with the schedule
     below".

3.   Section 8.1(a) is amended by adding a new paragraph (3) immediately
     preceding the flush language to read as follows:

         (3)      An age 65 single life annuity with an actuarial value (using
                  the Fleet Financial Group, Inc. Pension Plan's actuarial
                  assumptions) equal to 50% of the Participant's Account
                  balance.

4.   The last two sentences of Section 8.1(a) are amended to read as follows:

         A Participant who has elected to receive payment at a time and in a
         form described in this Section 8.1(a) is permitted to change such
         election at any time up to one year prior to the Participant's last day
         of active employment. An election made less than one year before the
         Participant's last day of active employment is not valid and has no
         effect.

5.   Section 8.1(b) is amended by adding the following to the end thereof:

         (i.e., after the end of salary continuation payments, if applicable).

6.   Article 13 is amended to read as follows:

         ARTICLE 13. 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



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         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 termination, and this second sentence of Article 13 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 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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