FLEET FINANCIAL GROUP, INC.
                   EXECUTIVE DEFERRED COMPENSATION PLAN NO. 1

                               (1997 RESTATEMENT)


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SECTION 1.  PURPOSE OF THE PLAN; SELECTION OF PARTICIPANTS; PLAN FROZEN

         Fleet Financial Group, Inc. (the "Employer") established this Executive
Deferred Compensation Plan No. 1 (the "Plan"), originally effective as of
December 12, 1984, in order to assist it and its subsidiaries and affiliates in
retaining executive level employees by providing such employees with the
opportunity to defer receipt of certain amounts of compensation; thereby giving
them flexibility in their personal tax and financial planning. In addition,
amounts of compensation deferred pursuant to Section 2 of the Plan will provide
additional death and retirement benefits for them. The Plan is intended to be "a
plan which is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees" within the meaning of sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and shall be administered in a manner consistent with that intent.

         The executives eligible to participate in the Plan will be selected by
the Human Resources and Planning Committee, or any successor committee, of the
Board of Directors of the Employer (the "Committee") from time to time. When an
executive has been designated as eligible for participation in the Plan, he or
she will be promptly notified by the Committee and given the opportunity to make
an election to defer compensation under Section 2 and/or Section 3 of the Plan.
An executive who makes such an election is hereinafter referred to as an
"Employee."


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         The Employer hereby amends and restates the Plan effective as of
December 17, 1997. Notwithstanding any provision contained herein to the
contrary, effective as of April 1, 1989, the Plan was frozen and no subsequent
elections to defer compensation can be made.

SECTION 2.  RETIREMENT AND DEATH BENEFITS

         (a) An Employee may elect to defer receipt of salary, awards under the
Employer's Corporate Executive Incentive Plan and other compensation over a
period not exceeding seven years (the "deferral period") in such amount as shall
be selected by him, but not less than a total of $20,000 or more than a total of
$50,000. The total amount to be deferred during the deferral period shall be
specified by the Employee in his or her deferred compensation agreement. The
commitment made in said agreement shall be irrevocable unless the Committee, at
the request of the Employee, waives the requirement to defer with respect to
amounts which have not been deferred for the calendar year prior to the date the
request is received by the Committee. The Employee shall have the right to
change the amount to be deferred for any future year, provided such change is
made in writing and delivered to the Committee prior to January 1 of the year in
which the amount of deferred compensation which is to be changed would be
earned, and also provided that no such change may be made if it would reduce the
total amount to be deferred under the Employee's deferred compensation
agreement. Amounts deferred shall be deducted first


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from any incentive compensation award which the Employee would otherwise receive
in a year for which his or her deferral election is in effect, and any remaining
amount to be deferred for such year shall be withheld from the Employee's salary
in approximately equal amounts beginning in the month following the month in
which incentive compensation awards are paid.

         (b) Interest equivalents, for Employees who became participants in the
Plan prior to December 1, 1986, will be credited monthly to the amounts of
deferred compensation in accordance with the following schedule:

                                                  Interest Rate on Cumulative
            Period of Deferral                           Deferred Amounts
            ------------------                           ----------------

                  Year 1                                 6%
                  Year 2                                 7-1/2%
                  Year 3                                 9%
                  Year 4                                 10-1/2%
                  Year 5                                 12%
                  Year 6                                 13-1/2%
                  Year 7                                 15%


         Interest equivalents, for Employees who became participants in the Plan
on or after December 1, 1986 and prior to November 1, 1988, will be credited
monthly to the amounts of deferred compensation in accordance with the following
schedule:

                                                   Interest Rate on Cumulative
            Period of Deferral                            Deferred Amounts
            ------------------                            ----------------

                  Year 1                                  5%
                  Year 2                                  5-3/4%


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                  Year 3                                  6-1/2%
                  Year 4                                  7-1/4%
                  Year 5                                  8%
                  Year 6                                  8-3/4%
                  Year 7                                  10%


         Interest equivalents, for Employees who become participants in the Plan
on or after November 1, 1988, will be credited monthly to the amounts of
deferred compensation in accordance with the following schedule:

                                                 Interest Rate on Cumulative
            Period of Deferral                          Deferred Amounts
            ------------------                          ----------------

                  Year 1                                5%
                  Year 2                                5-3/4%
                  Year 3                                6-1/2%
                  Year 4                                7-1/4%
                  Year 5                                7-3/4%
                  Year 6                                8-1/4%
                  Year 7                                9%


         (c)      Compensation which is deferred under paragraph (a) shall be
paid by the Employer to the Employee or beneficiary as hereinafter provided:

                  (i) If the Employee's employment with the Employer is
terminated before all amounts to be deferred under paragraph (a) have been
deferred, the Employee shall receive a lump sum payment (less applicable
withholding) equal to the total amount of compensation deferred at the time of
termination plus interest equivalents credited


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under paragraph (b) hereof as of the first day of the third month following the
date of the Employee's termination of employment with the Employer.

                  (ii) If the Employee's employment with the Employer is
terminated after all amounts which are scheduled to be deferred under paragraph
(a) hereof have been deferred but prior to the expiration of seven years after
the initial amount is deferred, the Employee will receive a lump sum payment
(less applicable withholding) equal to the total amount of his or her deferred
compensation plus interest equivalents as of the first day of the third month
following the date of the Employee's termination of employment with the
Employer.

                  (iii) If the Employee's employment with the Employer
terminates after seven years following the date the initial amount is deferred
for him or her hereunder but prior to attaining age 55 and completing five years
of continuous service with the Employer (or its subsidiary or affiliate) and
prior to attaining age 65, the Employee will be entitled to receive a lump sum
payment (less applicable withholding) equal to the total amount of compensation
deferred plus interest equivalents at the rate of 15 percent (10 percent for
Employees who become participants in the Plan on or after December 1, 1986 and
prior to November 1, 1988, and 9 percent for Employees who become participants
in the Plan on or after November 1, 1988). The lump sum payment shall be made as
soon as practicable following termination of the employment; provided, however,
that the Employee may, with the prior written approval of the Committee,
irrevocably elect prior


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to his or her termination of employment to defer receipt of his or her lump sum
payment to a specified date not later than age 65.

                  (iv) Upon any of the following events, the Employee will be
entitled to receive retirement income (less applicable withholding) as set forth
in his or her compensation deferral agreement in a lump sum payment as soon as
practicable following termination of employment or may elect to defer receipt to
a specified date not later than age 65 and to receive such balance in a series
of up to fifteen annual installments: (1) the termination of employment of an
Employee with the Employer (or its subsidiary or affiliate) after attaining age
65; (2) the termination of employment of an Employee (or its subsidiary or
affiliate) after attaining age 55 and completing five years of continuous
service with the Employer (or its subsidiary or affiliate); (3) the designation
by the Committee in its sole discretion that an Employee shall be entitled to
receive his or her balance as described below (regardless of the Employee's age
and years of service); or (4) a "change of control" as defined in the trust
referred to under Section 7. An election under the Plan to defer receipt beyond
termination of employment or to receive installment payments must be
irrevocable, must be made prior to termination of employment, and (unless the
election is made upon a change of control) requires the prior written consent of
the Committee. If retirement occurs before or after age 65, the amount of
retirement income will be less or greater than the amount specified in the
agreement but will be calculated as though the amount deferred had been credited
with interest at 15


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percent (10 percent for Employees who become participants in the Plan on or
after December 1, 1986 and prior to November 1, 1988 and 9 percent for Employees
who become participants in the Plan on or after November 1, 1988).

                  (v) If the Employee's employment with the Employer (or its
subsidiary or affiliate) terminates prior to attaining age 55 and completing ten
years of service with the employer (or its subsidiary or affiliate) due to
"Fleet Focus" reductions, the Employee will be entitled to elect to receive his
or her benefit (less applicable withholding) in a lump sum payment as soon as
practicable following termination or may elect to defer receipt to a specified
date not later than age 65 and, if such specified date is age 55 or later, to
receive such balance in a series of up to fifteen annual installment payments.
Such election must be irrevocable and must be made during the "30 day notice
period" specified under the Fleet Focus program. The amount deferred under this
subsection will be credited with interest at the annual rate of 8 percent or, if
less, the rate credited to Participants who are active Employees under the Plan.

         (d) In the event of an Employee's death prior to commencing
distributions under this Section, his or her beneficiary shall receive in a lump
sum payment a death benefit in such amount as shall be set forth in the
Employee's compensation deferral agreement or, if greater, in the same amount as
the Employee would have received under paragraph (c)(iv) of this Section if he
or she had retired on the day before he or she died, except as hereinafter
provided. If death occurs within two years after the initial deferral


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of compensation under this Section as a result of suicide or a condition which
was known but not disclosed at the time of the initial deferral, the Employee's
beneficiary will not receive the death benefit specified in the compensation
deferral agreement, but will only receive the amount of compensation deferred
plus interest determined in accordance with the schedule in paragraph (b) of
this Section. If the Employee dies after commencing distributions under this
Section, the balance of the installments or payments which would have been made
to the Employee shall be paid to his or her beneficiary in a lump sum payment
or, if the Employee was eligible under this Section and so elected for his or
her beneficiary, in a series of up to fifteen annual installment payments,
commencing as soon as practicable following the Employee's death.

         (e) If as the result of circumstances beyond the control of the
Employee, the Employee has an unanticipated emergency which would result in
severe financial hardship, the Employee may request to withdraw all or a portion
of his or her deferred compensation under this Section (less applicable
withholding) to satisfy his or her financial emergency. The Committee in its
sole discretion will determine whether a severe financial hardship exists and
what amount, if any, may be withdrawn. Subject to a withdrawal penalty as
hereinafter specified, from time to time an Employee may elect to withdraw in a
lump sum payment all or a portion of his or her deferred compensation under this
Section (less applicable withholding) in accordance with procedures established
by the Committee. The amount of such withdrawal, however, will be reduced


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by a percentage of the withdrawal amount, which shall be forfeited by the
Employee. Such percentage will be equal to the interest equivalent in effect for
such Employee at the time of such withdrawal election increased by three
percentage points; provided, however, that such percentage may never be less
than 10 percent. No withdrawal penalty shall apply to a withdrawal due to severe
financial hardship.

SECTION 3.  DEFERRAL OF MANAGEMENT INCENTIVE AWARDS

         (a) An Employee may annually elect to defer receipt of awards under the
Employer's Corporate Executive Incentive Plan, to the extent such awards are not
deferred under Section 2 of this Plan, subject to the approval of the Committee.
The amount of deferral and the period of deferral shall be set forth in a
deferral election form. Amounts deferred under this Section may be deferred
until age 65, provided the Employee remains in the employ of the Employer until
age 65 or retires from the employ of the Employer prior to age 65.

      (b) Payment of deferred incentive awards may be made in a lump sum or
in annual installments or deferred annual installments as requested by the
Employee and approved by the Committee. Once the Committee has approved a
deferred form of payment, its decision and the Employee's election is
irrevocable except as permitted in Section 2(e) above.


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         (c) Interest equivalents will be credited on deferred incentive
compensation awards on a monthly basis as if the awards had been invested in a
money market account at Fleet National Bank on the date of the award. Payment of
the deferred incentive awards shall include the interest equivalents credited to
the awards.

         (d) In the event of the Employee's termination of employment with the
Employer other than on account of death, disability or retirement, the entire
amount of compensation deferred under this Section shall become due and payable
in one lump sum together with interest credited to the amount deferred as of the
first day of the third month following the date of the Employee's termination of
employment with the Employer.

         (e) In the event of the Employee's death prior to commencing
distributions under this Section, his or her beneficiary shall receive in a lump
sum payment the total amount of incentive compensation awards deferred under
this Section with interest. In the event of an Employee's death after commencing
distributions under this Section, the remainder of the installments due to the
Employee shall be paid to his or her beneficiary in a lump sum payment or, if
the Employee was eligible under this Section and so elected for his or her
beneficiary, in annual installment payments, commencing as soon as practicable
following the Employee's death.

         (f) If as the result of circumstances beyond the control of the
Employee, the Employee has an unanticipated emergency which would result in
severe financial hardship, the Employee may request to withdraw all or a portion
of his or her deferred


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compensation under this Section (less applicable withholding) to satisfy his or
her financial emergency. The Committee in its sole discretion will determine
whether a severe financial hardship exists and what amount, if any, may be
withdrawn. Subject to a withdrawal penalty as hereinafter specified, from time
to time an Employee may elect to withdraw in a lump sum payment all or a portion
of his or her deferred compensation under this Section (less applicable
withholding) in accordance with procedures established by the Committee. The
amount of such withdrawal, however, will be reduced by a percentage of the
withdrawal amount, which shall be forfeited by the Employee. Such percentage
will be equal to the interest equivalent in effect for such Employee at the time
of such withdrawal election increased by three percentage points; provided,
however, that such percentage may never be less than 10 percent. No withdrawal
penalty shall apply to a withdrawal due to severe financial hardship.

SECTION 4.  AGREEMENTS AND ELECTIONS TO DEFER COMPENSATION

         Each agreement or election to defer compensation under this Plan shall
be made by December 31 of the calendar year prior to the calendar year in which
the compensation to be deferred is earned, except as hereinafter provided.
Notwithstanding the foregoing, within thirty days after the initial adoption of
this Plan, or if later, within thirty days after an Employee is notified by the
Employer of his or her eligibility to participate in the Plan, an Employee may
elect to defer all or any portion of an incentive compensation award to


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which he or she might become entitled for the calendar year in which the
election is made.

SECTION 5.  ASSIGNMENT OR ALIENATION

         Compensation which is deferred under Section 2 or Section 3 of the Plan
and payments which are due under either Section may not be assigned, alienated,
pledged, sold, transferred or encumbered and shall not be subject to attachment,
garnishment or legal process, except as may otherwise be required by law.

SECTION 6.  DESIGNATION OF BENEFICIARY

         An Employee may designate a beneficiary or beneficiaries, or change any
prior designation, to receive his or her benefits under this Plan (less
applicable withholding) upon his or her death on a form approved by the
Committee. If the beneficiary has commenced distributions, but dies before all
payments have been made, the remaining balance of the installments or payments
will be distributed in a lump sum payment to the beneficiary's estate as soon as
practicable following receipt of notice of the beneficiary's death. If no
beneficiary is designated (or if a designated beneficiary does not survive the
Employee), the remaining balance of the installments or payments will be paid to
the Employee's estate in a lump sum payment.


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SECTION 7.  NATURE OF CLAIM FOR PAYMENTS

         Except as herein provided, the Employer shall not be required to set
aside or segregate any assets of any kind to meet its obligations hereunder. An
Employee shall have no right on account of the Plan in or to any specific assets
of the Employer or to any assets of the trust described in the next paragraph.
Any right to any payment the Employee may have on account of the Plan shall be
solely that of a general, unsecured creditor of the Employer.

         To assist in meeting its obligations under the Plan, the Employer has
established a trust pursuant to the Trust Agreement for Executive Deferred
Compensation Plans No. 1 and 2, dated as of June 19, 1996, as subsequently
amended, of which the Employer is treated as the owner under Subpart E of
Subchapter J, Chapter I of the Internal Revenue Code of 1986, as amended (a
"grantor trust"), and may deposit funds or property (including insurance
contracts) with the trustee of the grantor trust (the "Trustee"). Upon a "change
of control," as defined in Schedule A of the grantor trust, the Employer shall
promptly appoint an independent trustee (which may not be the Employer or any
subsidiary or affiliate) for the grantor trust, and, if at the time of a "change
of control" as defined in the trust, the trust has not been fully funded, the
Employer shall, within the time and manner specified under such trust, deposit
in such trust amounts sufficient to satisfy all obligations under the Plan as of
the date of deposit.


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         In all events, the Employer shall remain ultimately liable for the
benefits payable under this Plan, and to the extent the assets at the disposal
of the Trustee are insufficient to enable the Trustee to satisfy all benefits,
the Employer shall pay all such benefits necessary to meet its obligations under
this Plan.

         The obligations of the Employer hereunder shall be binding upon its
successors and assigns, whether by merger, consolidation or acquisition of all
or substantially all of its business or assets.

SECTION 8.  ADMINISTRATION

         The Plan will be administered by the Committee. The Committee will have
full discretionary authority to interpret the provisions of the Plan and decide
all questions and settle all disputes which may arise in connection with the
Plan, and may establish its own operative and administrative rules and
procedures in connection therewith, provided such procedures are consistent with
the requirements of section 503 of ERISA and the regulations thereunder. All
interpretations, decisions and determinations made by the Committee will be
binding on all persons concerned. No member of the Committee who is a
participant in the Plan may vote or otherwise participate in any decision or act
with respect to a matter relating solely to himself or herself (or to his or her
beneficiaries).

        Except as the Committee may otherwise provide by written resolution,
the Committee delegates its duties and responsibilities under Section 3 with
respect to non-


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executive officers (except for the duty to establish eligibility
criteria under Article 4) to the Director of Corporate Human Resources, who may
further delegate certain of such duties and responsibilities to other officers
of the Company. For purposes of the Plan, any action taken by any such delegate
pursuant to such delegation shall be considered to have been taken by the
Committee. The Employer agrees to indemnify and to defend to the fullest
possible extent permitted by law any member of the Committee and any delegatee
(including any person who formerly served as a member of the Committee or as a
delegatee) against all liabilities, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any claims approved by the
Employer) occasioned by any act or omission to act in connection with the Plan,
if such act or omission is in good faith.


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SECTION 9.  AMENDMENT OR TERMINATION OF PLAN

        The Plan may be altered, amended, revoked or terminated in writing by
the Committee or the Employer, in any manner and at any time; provided, however,
that following a "change of control" as defined in the trust referred to under
Section 7, no such alteration, amendment, revocation or termination shall reduce
the amount of an Employee's benefit or his or her rights to such benefit as
determined under the provisions of the Plan in effect, immediately prior to such
change of control, or otherwise adversely affect the Employee's benefits under
the Plan, without the written consent of the Employee; and further provided,
however, that following a "change of control" as defined in the trust referred
to under Section 7, the provisions of this Section 9 may not be amended.

         IN WITNESS WHEREOF, this amended and restated Plan has been adopted by
the Committee on December 17, 1997, and is executed by a duly authorized
officers of Fleet Financial Group, Inc.

                                               FLEET FINANCIAL GROUP, INC.



                                               By:  /s/ WILLIAM C. MUTTERPERL
                                                    -------------------------


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