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                                                                Exhibit 10(bb)

                           FLEET FINANCIAL GROUP, INC.

               DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT PLAN
                          (Effective December 17, 1997)

Section 1. PURPOSE

         Fleet Financial Group, Inc. (the "COMPANY") has established, pursuant
to resolutions adopted on December 17, 1997, the Directors Deferred Compensation
and Stock Unit Plan (the "PLAN") to assist the Company in recruiting and
retaining highly qualified directors and to strengthen the commonality of
interest between directors and shareholders by enabling eligible members of the
Board of Directors (the "BOARD") to defer receipt of certain amounts of
compensation, as hereinafter described. The Plan hereby amends, restates and
continues all of the existing deferred compensation agreements, arrangements and
understandings for its current non-employee directors (the "PRIOR
ARRANGEMENTS"), effective as of December 17, 1997. The Plan supersedes and
replaces all Prior Arrangements.

Section 2. EFFECTIVE DATE

         The effective date of the Plan is December 17, 1997, except as
otherwise provided herein. Amendments to the Plan, if any, shall become
effective when adopted by the Human Resources and Planning Committee, or any
successor committee, of the Board (the "COMMITTEE") in accordance with the
provisions of Section 20.

Section 3. DEFINITIONS

         (a)      "ACCOUNT" shall have the meaning set forth in Section 7.

         (b)      "ANNUAL EQUITY AWARD" shall have the meaning set forth in
                  Section 8(a).

         (c)      "ANNUAL RETAINER" shall mean the amount that a director is
                  entitled to receive for serving as a director for a calendar
                  year, as determined from time to time by the Committee. As of
                  the effective date of this Plan, the Annual Retainer is set at
                  $40,000.

         (d)      "BENEFICIARY FORM" shall have the meaning set forth in Section
                  12(b).

         (e)      "BOARD" shall have the meaning set forth in Section 1.

         (f)      "CHAIRMAN FEES" shall have the meaning set forth in Section
                  8(d).


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         (g)      "CHANGE OF CONTROL" shall mean: (a) the acquisition, other
                  than from the Company, by any individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Securities Exchange Act of 1934, as amended (the "EXCHANGE
                  ACT")) of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 25% or more of
                  the then outstanding shares of common stock of the Company
                  (the "OUTSTANDING COMPANY COMMON STOCK"); provided, however,
                  that any acquisition by the Company or its subsidiaries, or
                  any employee benefit plan (or related trust) of the Company or
                  its subsidiaries, of 25% or more of the Outstanding Company
                  Common Stock shall not constitute a Change of Control; and
                  further provided, however, that any acquisition by a
                  corporation with respect to which, following such acquisition,
                  more than 50% of the then outstanding shares of common stock
                  of such corporation is then beneficially owned, directly or
                  indirectly, by all or substantially all of the individuals and
                  entities who were the beneficial owners of the Outstanding
                  Company Common Stock immediately prior to such acquisition in
                  substantially the same proportion as their ownership
                  immediately prior to such acquisition of the Outstanding
                  Company Common Stock, shall not constitute a Change of
                  Control; or (b) individuals who, as of the date of this Plan,
                  constitute the Board (the "INCUMBENT BOARD") cease for any
                  reason to constitute at least a majority of the Board,
                  provided that any individual becoming a director subsequent to
                  the date of this Plan whose election, or nomination for
                  election by the Company's stockholders, was approved by a vote
                  of at least a majority of the directors then comprising the
                  Incumbent Board shall be considered as though such individual
                  were a member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office is in connection with an actual or threatened election
                  contest relating to the election of the directors of the
                  Company (as such terms are used in Rule 14a-11 of Regulation
                  14A promulgated under the Exchange Act); or (c) consummation
                  of a reorganization, merger, consolidation, sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "BUSINESS COMBINATION"), in each case, with respect
                  to which all or substantially all of the individuals and
                  entities who were the beneficial owners of the Outstanding
                  Company Common Stock immediately prior to such Business
                  Combination do not, following such Business Combination,
                  beneficially own, directly or indirectly, more than 50% of the
                  then outstanding shares of common stock of the corporation
                  resulting from such a Business Combination (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries); or (d) approval by the stockholders of the
                  Company of a complete liquidation or dissolution of the
                  Company.

         (h)      "COMMITTEE" shall have the meaning set forth in Section 2.


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         (i)      "COMMON STOCK" shall mean Fleet Financial Group, Inc. Common
                  Stock, $.01 par value per share.

         (j)      "COMPANY" shall have the meaning set forth in Section 1.

         (k)      "DEFERRAL ELECTION" shall have the meaning set forth in
                  Section 8(f).

         (l)      "DEFERRAL ELECTION FORM" shall have the meaning set forth in
                  Section 8(f).

         (m)      "DEFERRED COMPENSATION" shall have the meaning set forth in
                  Section 12(b).

         (n)      "DEFERRED STOCK UNITS" shall represent the right to receive
                  the specified number of Shares from the Company on the date or
                  dates specified in the applicable Distribution Election Form.

         (o)      "DELEGATEE" shall have the meaning set forth in Section 4.

         (p)      "DISTRIBUTION ELECTION" shall have the meaning set forth in
                  Section 8(h).

         (q)      "DISTRIBUTION ELECTION FORM" shall have the meaning set forth
                  in Section 8(h).

         (r)      "ELIGIBLE DIRECTOR" shall mean any director of the Company who
                  is not an officer or employee of the Company or any subsidiary
                  thereof.

         (s)      "FAIR MARKET VALUE" shall mean, with respect to any date, the
                  closing price of the Common Stock as reported on the New York
                  Stock Exchange Composite Tape on such date or, if such date is
                  not a business day of the New York Stock Exchange, the closing
                  price of the Common Stock as reported on the New York Stock
                  Exchange Composite Tape on the last completed New York Stock
                  Exchange business day prior to such date.

         (t)      "FEES" shall mean, collectively, the Annual Retainer, the
                  Chairman Fees, and the Meeting Fees.

         (u)      "FIXED RATE" shall have the meaning set forth in Section
                  10(b).

         (v)      "FIXED RATE ACCOUNT" shall have the meaning set forth in
                  Section 12.

         (w)      "MANDATORY ANNUAL RETAINER AMOUNT" shall have the meaning set
                  forth in Section 8(b).

         (x)      "MEETING FEES" shall have the meaning set forth in Section
                  8(e).


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         (y)      "PHANTOM STOCK ACCOUNT" shall have the meaning set forth in
                  Section 9(b).

         (z)      "PHANTOM STOCK RATE" shall have the meaning set forth in
                  Section 10(c).

         (aa)     "PLAN" shall have the meaning set forth in Section 1.

         (bb)     "PLAN YEAR" shall mean January 1 through December 31.

         (cc)     "PRIOR ARRANGEMENTS" shall have the meaning set forth in
                  Section 1.

         (dd)     "RETAINER BALANCE" shall have the meaning set forth in Section
                  8(c).

         (ee)     "RETIREMENT PLANS" shall mean all retirement or other pension
                  plans of the Company or any subsidiary thereof in which any
                  Eligible Director is or was a participant and under which such
                  Eligible Director is or was entitled to receive any benefit.

         (ff)     "SHARES" shall have the meaning set forth in Section 6.

         (gg)     "STOCK UNIT ACCOUNT" shall have the meaning set forth in
                  Section 12.

Section 4. ADMINISTRATION AND PARTICIPANT ACKNOWLEDGMENT

         The Plan will be administered by the Committee, whose construction and
interpretation of the terms and provisions of the Plan shall be final and
conclusive. No member of the Committee who is an Eligible Director 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). Each Eligible
Director, by participating in the Plan, thereby acknowledges that he or she
consents to the terms of the Plan.

         The Committee, in its sole discretion, may delegate by written
resolution certain of its duties, responsibilities and powers (including,
without limitation, its power to amend the Plan) to a senior officer or officers
of the Company, each acting singly (each a "DELEGATEE"). For purposes of the
Plan, any action taken by any Delegatee of the Committee will be considered to
have been taken by the Committee. No Committee member or Delegatee shall be
liable for any action or determination under the Plan made in good faith. The
Company 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 Company) occasioned
by any act or omission to act in connection with the Plan, if such act or
omission to act is or was made in good faith. 


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Section 5. ELIGIBILITY

         Any Eligible Director is eligible to participate in the Plan.

Section 6. STOCK SUBJECT TO THE PLAN

         Shares issuable under the Plan shall be shares of the Company's Common
Stock, which are held in the Company's treasury (the "SHARES"). The Company will
maintain a sufficient number of Shares of Common Stock in its treasury to
satisfy its obligations hereunder.

Section 7. DEFERRED COMPENSATION ACCOUNT; STATEMENT OF ACCOUNT

         The Committee will establish and maintain a separate Account for each
Eligible Director reflecting the amounts due to such Eligible Director under the
Plan. Each Account will consist of up to three subaccounts, the Stock Unit
Account, the Fixed Rate Account, and the Phantom Stock Account (if any)
(collectively, the "ACCOUNT"), to reflect the value of the measuring investments
selected by such Eligible Director pursuant to the Plan. From time to time, and
at least quarterly, the Committee will adjust each Eligible Director's Account
(i) to credit the amount which the Eligible Director has elected to defer under
the Plan, and (ii) to reflect increases or decreases in the value of the Account
as a result of the measuring investments described under Section 10. An Eligible
Director's Account will continue to be adjusted under this Section 7 until the
entire amount has been paid to the Eligible Director or his or her beneficiary.
An Eligible Director's Account will also be adjusted to reflect benefit payments
and withdrawals made in accordance with the terms of the Plan. Such adjustments
will be made at such time and in such manner as the Committee shall determine.
Statements will be sent to each Eligible Director promptly following the close
of each calendar quarter as to the estimated value of his or her Account as of
the end of the preceding calendar quarter.

Section 8. AWARD OF DEFERRED STOCK UNITS AND DEFERRAL ELECTIONS

         Commencing April 15, 1998, each Eligible Director shall be eligible to
defer certain portions of his or her compensation (as described in this Section
8) in the form of Deferred Stock Units or into a Fixed Rate Account. For the
period from December 17, 1997 through (but not including) April 15, 1998, any
Fees deferred pursuant to the Plan must be deferred into a Fixed Rate Account or
into a Phantom Stock Account (or a combination thereof) in accordance with
Section 10.

         (a)      ANNUAL EQUITY AWARD. Each Eligible Director shall receive, on
                  the date of the annual meeting in each year (or such
                  alternative date as the Committee may approve), Deferred Stock
                  Units with a value upon grant equal to 50% of the then current
                  Annual Retainer (the "ANNUAL EQUITY AWARD"). The Annual Equity
                  Award is in addition to the Mandatory Annual Retainer Amount
                  described in Section 8(b) below.


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         (b)      MANDATORY ANNUAL RETAINER AMOUNT. Commencing April 15, 1998
                  with respect to the Annual Retainer payable for the remainder
                  of 1998 and in each year thereafter with respect to the Annual
                  Retainer for such year, each Eligible Director shall receive
                  25% of his or her Annual Retainer in the form of Deferred
                  Stock Units (the "MANDATORY ANNUAL RETAINER AMOUNT") as
                  provided hereunder.

         (c)      ELECTIVE ANNUAL RETAINER AMOUNT. Commencing April 15, 1998
                  with respect to the remaining 75% of his or her Annual
                  Retainer (the "RETAINER BALANCE") payable for the remainder of
                  1998 and in each year thereafter with respect to the Retainer
                  Balance for such year, each Eligible Director may elect to
                  defer all or a portion of the Retainer Balance in the form of
                  Deferred Stock Units, into a Fixed Rate Account, or into a
                  combination thereof, by so specifying on the Deferral Election
                  Form.

         (d)      ELECTIVE CHAIRMAN FEES AMOUNT. Commencing April 15, 1998 with
                  respect to the fees that he or she receives for serving as a
                  chairman or co-chairman of a committee of the Board (the
                  "CHAIRMAN FEES") for the remainder of 1998 and in each year
                  thereafter with respect to the Chairman Fees for such year,
                  each Eligible Director may elect to defer some or all of the
                  Chairman Fees in the form of Deferred Stock Units, into a
                  Fixed Rate Account, or into a combination thereof, by so
                  specifying on the Deferral Election Form.

         (e)      ELECTIVE MEETING FEES AMOUNT. Commencing April 15, 1998 with
                  respect to the fees that he or she receives for attending
                  meetings of the Board (the "MEETING FEES"), which term shall
                  include any fees received for attending meetings of one or
                  more committees of the Board, for the remainder of 1998 and in
                  each year thereafter with respect to the Meeting Fees for such
                  year, each Eligible Director may elect to defer some or all of
                  the Meeting Fees in the form of Deferred Stock Units, into a
                  Fixed Rate Account, or into a combination thereof, by so
                  specifying on the Deferral Election Form.

         (f)      DEFERRAL ELECTION. Eligible Directors must complete and
                  execute an election to defer receipt of Fees (a "DEFERRAL
                  ELECTION") in the form required by the Committee from time to
                  time (the "DEFERRAL ELECTION FORM") and deliver it to the
                  Secretary of the Company on or before December 31 of the year
                  prior to the year for which such Deferral Election will take
                  effect (or prior to April 15, 1998 solely with respect to
                  Deferral Elections for the remainder of 1998). The Deferral
                  Election Form shall specify the portion of the Fees to be
                  deferred and the subaccount(s) of the Account in which such
                  deferred Fees will be held. A Deferral Election once made is
                  irrevocable and may not be changed with respect to the Fees
                  earned in such year and the choice of subaccount(s) of the
                  Account into which such deferred Fees will be held.


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                  Future Deferral Elections with respect to Fees to be earned
                  in future years may specify a different choice of 
                  subaccount(s) into which such future years' deferred Fees 
                  will be held but any such change in an Eligible Director's 
                  Deferral Election will not effect such Eligible Director's 
                  previously deferred Fees.

         (g)      DEFERRAL ELECTION DURING A PLAN YEAR. Any Eligible Director
                  who becomes an Eligible Director during a Plan Year may make a
                  Deferral Election for the remainder of the Plan Year within
                  thirty (30) days after taking office in which case the
                  Deferral Election will be effective for the remainder of the
                  Plan Year. A nominee for director may make a Deferral Election
                  prior to his or her election.

         (h)      DISTRIBUTION ELECTION. Eligible Directors must complete and
                  execute an election form to choose the method of distribution
                  of the Deferred Compensation held in such Eligible Director's
                  Account (the "DISTRIBUTION ELECTION") in the form required by
                  the Committee from time to time (the "DISTRIBUTION ELECTION
                  FORM") and deliver it to the Secretary of the Company within
                  thirty (30) days after becoming an Eligible Director (or prior
                  to April 15, 1998 for directors who became Eligible Directors
                  prior to April 15, 1998). The Distribution Election Form shall
                  specify the method of distributing such Eligible Director's
                  Deferred Compensation held in such Eligible Director's
                  Account. An Eligible Director may change his or her
                  Distribution Election at any time up to 12 months prior to the
                  date of his or her cessation of service as a director of the
                  Company (including service as a director of any subsidiary of
                  the Company) by properly completing and delivering to the
                  Secretary of the Company a new Distribution Election Form
                  bearing a later date, provided, however, that any Distribution
                  Election made by an Eligible Director in the 12-month period
                  prior to his or her cessation of service as a director of the
                  Company (including service as a director of any subsidiary of
                  the Company) is not valid and will not be honored. In the
                  event an Eligible Director has not made a valid Distribution
                  Election in accordance with this Section 8(h), such Eligible
                  Director's Account will be fully distributed in a lump sum in
                  January of the year following the year in such Eligible
                  Director ceases to serve on the Board (including service on
                  the board of directors of any subsidiary of the Company).

Section 9. CONVERSION OF RETIREMENT PLAN BENEFITS AND PHANTOM STOCK ACCOUNT
           BALANCES

         (a)      RETIREMENT PLAN BENEFITS. The accrued benefit owing to each
                  Eligible Director under the Company's Retirement Plans as of
                  December 31, 1997 may, at the election of such Eligible
                  Director, be converted into Deferred Stock Units by delivering
                  to the Secretary of the Company prior to April 15, 1998 a
                  conversion election form relating to such benefits. The number
                  of Deferred Stock Units credited in exchange for the accrued
                  benefit will equal the net present value of the accrued
                  benefit divided by the Fair Market Value of the Company's
                  Common Stock on April 15, 1998. Any benefit owing under


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                  the Company's Retirement Plans not converted into Deferred 
                  Stock Units will continue to be governed by the terms and
                  conditions of the applicable Retirement Plan.

         (b)      PHANTOM STOCK ACCOUNT BALANCE. The value of the phantom stock
                  account (the "PHANTOM STOCK ACCOUNT") balance as of April 15,
                  1998 payable in cash upon retirement to each Eligible Director
                  may, at the election of such Eligible Director, be converted
                  into Deferred Stock Units by delivering to the Secretary of
                  the Company, prior to April 15, 1998, a conversion election
                  form relating to such Phantom Stock Account. The number of
                  Deferred Stock Units credited in exchange for such Phantom
                  Stock Account balance will equal the balance in the Phantom
                  Stock Account divided by the Fair Market Value of the
                  Company's Common Stock on April 15, 1998. With respect to the
                  balance of each Eligible Director's Phantom Stock Account not
                  converted into Deferred Stock Units, the Eligible Director's
                  selection of the Phantom Stock Rate shall continue in full
                  force and effect.

         (c)      DETERMINATION OF VALUE OF UNCONVERTED PHANTOM STOCK ACCOUNT
                  BALANCES. For purposes of calculating the value of any Phantom
                  Stock Account not converted into Deferred Stock Units, such
                  account will continue to be credited based upon the Phantom
                  Stock Rate.

Section 10. MEASURING INVESTMENTS

         (a)      ELECTION OF MEASURING INVESTMENT. For deferral of Fees prior
                  to April 15, 1998, each Eligible Director may elect to defer
                  such fees into a Fixed Rate Account or a Phantom Stock
                  Account. Commencing April 15, 1998 each Eligible Director may
                  elect to defer Fees as Deferred Stock Units or into a Fixed
                  Rate Account and each Deferral Election Form shall specify the
                  portion of the Fees deferred that are to be credited to a
                  Fixed Rate Account and the portion to be deferred as Deferred
                  Stock Units.

         (b)      DETERMINATION OF FIXED RATE. The Committee shall from time to
                  time establish annual fixed rate factors (the "FIXED RATE").
                  The initial Fixed Rate shall be the highest fixed rate in
                  effect from time to time for deferral amounts under the
                  Company's Executive Deferred Compensation Plan No. 2 (1997
                  Restatement), as amended from time to time. The Fixed Rate
                  will be applied to each Eligible Director's Account at such
                  time and in such manner as the Committee shall determine and
                  may be changed from time to time by the Committee.
                  Notwithstanding the foregoing provisions of this Section 10 or
                  any other provision of the Plan to the contrary, following a
                  Change of Control of the Company, the Fixed Rate to be applied
                  under this Section 10 to increase the balance of the Eligible
                  Director's Account (as determined under the provisions of 


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                  the Plan in effect immediately prior to such Change of
                  Control), for the period beginning on the date of such Change
                  of Control and ending on the date that the entire amount of
                  the Eligible Director's Account has been paid to the Eligible
                  Director or his or her beneficiary, shall not be less than the
                  Fixed Rate being applied under this Section 10 to deferral
                  amounts under the Eligible Director's Account under the
                  provisions of the Plan in effect immediately prior to such
                  Change of Control.

         (c)      DETERMINATION OF PHANTOM STOCK RATE. The stock equivalent
                  measurement (the "PHANTOM STOCK RATE") will be a rate equal to
                  (a)(i) the sum of (or the difference between) (x) the mean of
                  the high and low sales prices of the Company's Common Stock as
                  reported on the New York Stock Exchange Composite Tape on the
                  first business day of any fiscal quarter plus (y) the
                  aggregate amount of any cash dividends or other distributions
                  paid on the Company's Common Stock as of the first business
                  day of any fiscal quarter, minus (ii) the mean of the high and
                  low sales prices of the Company's Common Stock as reported on
                  the New York Stock Exchange Composite Tape on the first
                  business day of the prior fiscal quarter (the "PRIOR STOCK
                  PRICE"), divided by (b) the prior stock price.

Section 11. DIVIDENDS AND DISTRIBUTIONS

         Whenever a cash dividend or any other distribution is paid with respect
to the Common Stock, each Eligible Director shall be entitled to receive an
additional number of Deferred Stock Units equal to the number of Shares,
including fractional Shares (up to three decimal places), that could have been
purchased had such dividend or other distribution been paid on each Share
underlying the then outstanding Deferred Stock Units in the Eligible Director's
Account (on the record date for such dividend or distribution) and the amount of
such dividend or value of such other distribution been used to acquire
additional Shares at their Fair Market Value on the date such dividend or other
distribution is paid. The value of a distribution of any property other than
cash on or related to the Shares shall, at the option of the Committee, be
either determined by the Committee or independently established.

Section 12. TERMS, CONDITIONS AND FORM OF DEFERRALS

         Amounts deferred under the Plan that are to be credited with a Fixed
Rate shall be evidenced by a bookkeeping account record (the "FIXED RATE
ACCOUNT"), amounts deferred under the Plan that are to be credited with the
Phantom Stock Rate shall be evidenced by a Phantom Stock Account, and amounts
deferred as Deferred Stock Units shall be evidenced by a bookkeeping account
record (the "STOCK UNIT ACCOUNT") in accordance with Section 7 in such form as
the Committee shall from time to time approve, which shall be subject to the
following terms and conditions:

         (a)      TIMING OF DEFERRALS. Subject to Section 24, the Annual Equity
                  Award and any 


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                  Fees deferred, whether mandatory or elective, shall be
                  credited to the appropriate subaccount of the Account on the
                  date such Annual Equity Award and such Fees are earned, as
                  described below. The number of Deferred Stock Units credited
                  to the Stock Unit Account shall be equal to the number
                  (including fractional amounts up to three decimal places)
                  obtained by dividing the dollar value of the portion of the
                  applicable Fees or Annual Equity Award by the Fair Market
                  Value of the Common Stock on the date that such Fee or Annual
                  Equity Award is earned, as described below. One quarter of the
                  Annual Retainer and one quarter of the annual Chairman Fees
                  will be earned on the first day of each calendar quarter.
                  Meeting Fees will be earned on the date of the meeting or, in
                  the case of a committee meeting held in conjunction with a
                  Board meeting, on the date of the related Board meeting. The
                  Annual Equity Award will be earned on the date of the
                  Company's annual meeting in such year, or such alternative
                  date as the Committee may approve.

         (b)      PAYMENT UPON DEATH. In the event of an Eligible Director's
                  death, the balance owing in such Eligible Director's Account
                  (the "DEFERRED COMPENSATION") shall be payable to the
                  designated beneficiary or beneficiaries in accordance with
                  such Eligible Director's Distribution Election. An Eligible
                  Director may elect to designate one or more beneficiaries to
                  receive his or her Deferred Compensation in the event of such
                  director's death. In order to designate a beneficiary or
                  beneficiaries, such director must complete and deliver to the
                  Secretary of the Company a written form (the "BENEFICIARY
                  FORM") on which he or she makes such designation. Such a
                  designation will become effective when received by the
                  Secretary of the Company. The designation shall be irrevocable
                  unless modified or revoked as provided in this subsection. In
                  order to modify or revoke a designation, an Eligible Director
                  must complete and deliver to the Secretary of the Company a
                  new Beneficiary Form bearing a later date. Payments to a
                  beneficiary under this Section 12 will be made commencing in
                  January of the year following the year that the Company is
                  notified of such director's death. If the director shall die
                  without making a designation (or if a designated beneficiary
                  does not survive the Eligible Director), the Deferred
                  Compensation shall be payable to the Eligible Director's
                  estate in one lump sum following the Company's receipt of
                  notification of such director's death.

Section 13. PERIOD OF DEFERRAL

         An Eligible Director may elect in his or her Distribution Election Form
to defer receipt of compensation until his or her termination of service as a
director of the Company (including service as a director of any subsidiary of
the Company). If such a deferral is elected, distribution of balances in an
Eligible Director's Account will commence in January of the year following the
year in which such Eligible Director ceases to serve on the Company's Board
(including service on the board of directors of any subsidiary of the Company).


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Section 14. FORM OF PAYMENT AND METHOD OF DELIVERY

         Delivery of Shares (but not fractional Shares, which fractional amount
will be payable in cash) representing the Deferred Stock Units and delivery of
cash representing balances in the Fixed Rate Account and the Phantom Stock
Account (if any) will be made to an Eligible Director in accordance with his or
her Distribution Election or, if no election applies, in January of the year
following the year in which such Eligible Director ceases to serve on the Board
(and any subsidiary board(s)). An Eligible Director may elect to receive amounts
due under the Plan either in (a) a lump sum, or (b) a number of annual
installments (not to exceed 10) as specified by that Eligible Director in his or
her Distribution Election Form. If installment payments are specified, annual
installments will be paid in January of each year such an installment payment is
due.

Section 15. EFFECT OF ELECTION: HARDSHIP WITHDRAWALS

         All elections to defer compensation shall be irrevocable; provided,
however, that a director may request early payment of all or a portion of the
amounts deferred only upon a showing of severe financial hardship as a result of
an unanticipated emergency, as determined by the Committee in its sole
discretion. If a hardship election is approved by the Committee, then payment of
the amount approved by the Committee for early payment shall be made within
thirty (30) days of such approval.

Section 16. ADJUSTMENT PROVISIONS

         (a)      RECAPITALIZATIONS. If, as a result of any recapitalization or
                  reclassification of the Common Stock, or any stock dividend,
                  stock split, reverse stock split or other similar transaction,
                  (i) the outstanding shares of Common Stock are increased or
                  decreased or are exchanged for a different number or kind of
                  shares or other securities of the Company, or (ii) additional
                  shares or new or different shares or other securities of the
                  Company or other non-cash assets of the Company are
                  distributed with respect to such shares of Common Stock or
                  other securities, an appropriate and proportionate adjustment
                  may be made in (x) the kind of shares reserved for issuance
                  under the Plan and (y) the number and kind of shares or other
                  securities subject to any then outstanding Deferred Stock Unit
                  under the Plan. In the event of any other extraordinary
                  dividend or distribution, whether in stock, cash or other
                  property, or a spinoff, split up or other extraordinary
                  transaction, the number of shares issuable under this Plan
                  shall be subject to such adjustment as the Committee may deem
                  appropriate, and the number of shares issuable pursuant to any
                  Deferred Stock Unit theretofore granted shall be subject to
                  such adjustment as the Committee may deem appropriate with a
                  view toward preserving the value of such Deferred Stock Unit.


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         (b)      CHANGE OF CONTROL. In the event of a Change of Control of the
                  Company after which an Eligible Director does not continue on
                  the Board of the Company or the surviving company of the
                  Change of Control transaction, or any subsidiary board of the
                  Company or the surviving company of the Change of Control,
                  such Eligible Director's Deferred Compensation shall become
                  due and payable. The distribution of balances in such Eligible
                  Director's Account will commence in January of the year
                  following the year in which such Eligible Director ceases to
                  serve on the board of directors of the Company or any
                  successor company, or any subsidiary board of the Company or
                  any successor company.

Section 17. TAXES

         All distributions under the Plan shall be subject to reduction for
applicable tax withholding obligations. Tax withholding obligations incurred in
connection with the distribution of Shares pursuant to the Plan may be satisfied
by an Eligible Director by directing the Company to withhold Shares having a
Fair Market Value equal to the applicable tax withholding obligation.

Section 18. DIRECTOR'S RIGHTS UNSECURED

         The right of any director to receive future payments under the
provisions of the Plan shall be an unsecured, contractual claim against the
general assets of the Company. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any segregation
of assets for the payment of any amounts under the Plan. An Eligible Director
shall have no right on account of the Plan in or to any specific assets of the
Company. The obligations of the Company 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 19. LIMITATION OF RIGHTS

         (a)      NO RIGHT TO CONTINUE AS DIRECTOR. Neither the Plan, nor the
                  granting of a Deferred Stock Unit or any other Deferred
                  Compensation nor any other action taken pursuant to the Plan,
                  shall constitute or be evidence of any agreement or
                  understanding, expressed or implied, that the Company will
                  retain a director for any period of time. The Plan will not be
                  deemed to constitute a contract of employment between the
                  Company and any Eligible Director, or to be consideration for
                  the employment of any Eligible Director.

         (b)      NO SHAREHOLDER RIGHTS. An Eligible Director shall have no
                  rights as a shareholder with respect to the Shares covered by
                  his or her Deferred Stock Unit until the date of the issuance
                  to him or her of a stock certificate covering the Shares
                  underlying such Deferred Stock Unit.


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Section 20. AMENDMENT OF THE PLAN

         The Plan may be altered, amended, revoked or terminated by the
Committee, or any Delegatee thereof, or by the Company, in any manner and at any
time; provided, however, no such alteration, amendment, revocation or
termination may adversely affect any person then receiving benefits under the
Plan without his or her written consent; and further provided, however,
following a Change of Control of the Company, no such alteration, amendment,
revocation or termination shall reduce the amount of an Eligible Director's
Account or his or her rights to such Account as determined under the provisions
of the Plan in effect immediately prior to such Change of Control, or in any way
adversely affect the annual measuring investment factors described in Section
10, or otherwise adversely affect the Eligible Director's benefits under the
Plan, without the written consent of the Eligible Director; and further
provided, however, following said Change of Control, the provisions of this
Section 20 may not be amended.

Section 21. TERMINATION OF THE PLAN

         Unless earlier terminated pursuant to the terms of the Plan, the Plan
shall terminate upon the date on which all Shares available for issuance under
the Plan shall have been issued pursuant to Deferred Stock Units granted under
the Plan and all amounts owing to Eligible Directors under the Plan have been
paid.

Section 22. ASSIGNMENTS

         All Deferred Compensation owing hereunder, by its terms shall not be
transferable by the Eligible Director otherwise than by will or by the laws of
descent and distribution, or pursuant to a qualified domestic relations order
(as defined in Section 414(p) of the Internal Revenue Code of 1986, as amended
or replaced from time to time) and shall be payable during the lifetime of the
Eligible Director only to such Eligible Director or a transferee pursuant to a
qualified domestic relations order. Such Deferred Compensation will not be
subject to being taken by his or her creditors by any process whatsoever, and
any attempt to cause such interest to be so subjected will not be recognized.

Section 23. NOTICE

         Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.

Section 24. GENERAL RESTRICTIONS

         (a)      INVESTMENT REPRESENTATIONS. The Company may require any person
                  to whom a Deferred Stock Unit is granted, as a condition of
                  the grant of such Deferred Stock 


                                      -13-
<PAGE>

                  Unit, to give written assurances in substance and form
                  satisfactory to the Company to the effect that such person is
                  acquiring the Shares underlying the Deferred Stock Unit for
                  his or her own account for investment and not with any present
                  intention of selling or otherwise distributing the same, and
                  to such other effects as the Company deems necessary or
                  appropriate in order to comply with federal and applicable
                  state securities laws.

         (b)      COMPLIANCE WITH SECURITIES LAWS. The settlement of each
                  Deferred Stock Unit shall be subject to the requirements that
                  if, at any time, counsel to the Company shall determine that
                  the listing, registration or qualification of the Shares
                  subject to such Deferred Stock Unit upon any securities
                  exchange or under any state or federal law is necessary as a
                  condition of, or in connection with, the issuance or purchase
                  of shares thereunder, such Shares may not be issued unless
                  such listing, registration, qualification, consent or
                  approval, or satisfaction of such condition shall have been
                  effected or obtained on conditions acceptable to the
                  Committee. Nothing herein shall be deemed to require the
                  Company to apply for or to obtain listing, registration or
                  qualification, or to satisfy such condition.

Section 25. SPECIAL PROVISIONS FOR ELIGIBLE DIRECTORS COVERED BY PRIOR
            ARRANGEMENTS

         Notwithstanding any provision of the Plan to the contrary, the
following special rules shall apply to each Eligible Director covered by a Prior
Arrangement on December 17, 1997.

         (a)      FORMS, CONSENTS, ETC.. In order to participate in the Plan,
                  such Eligible Director may be required to complete such
                  Deferral Election and Distribution Election or other forms or
                  consents as the Committee shall prescribe; and

         (b)      TERMINATION OF PRIOR ARRANGEMENTS. As of December 17, 1997,
                  such Eligible Director's Account under the Plan shall be
                  credited with an amount equal to the amount of his or her
                  account or accounts under the Prior Arrangements and the
                  Company shall have no further liability or obligations under
                  said Prior Arrangements.

Section 26. GOVERNING LAW

         The Plan shall be construed in accordance with the laws of the State of
Rhode Island without giving effect to the conflict of laws provisions therein to
the extent those laws are not preempted by the Employee Retirement Income
Security Act of 1974, as amended.

                                        Adopted by the Human Resources and
                                        Planning Committee of the Board of
                                        Directors as of December 17, 1997

                                        ----------------------------------
                                        William C. Mutterperl
                                        General Counsel



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