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Exhibit 10(h)




[FleetBoston Financial Corporation Letterhead]




May 21, 2003




Douglas L. Jacobs




Dear Doug:



     The purpose of this letter is to set forth the agreements between you and
FleetBoston Financial Corporation, including its past and present parent
corporations, their past and present divisions, subsidiaries, affiliates,
predecessors, successors and assigns and their respective past and present
employees, directors, officers and agents (hereinafter collectively referred to
as the “Company” or “Fleet”) concerning the terms of your departure from the
Company’s employ, including enhanced separation pay and benefits which you have
agreed to accept in exchange for a release of claims and other agreements as
set forth herein.



     1.     Your last day of employment with the Company will be October 17, 2003,
(the “Separation Date”) and you agree to resign, and do hereby resign,
effective October 17, 2003, from your position as Executive Vice President and
Treasurer, as well as from all other officerships and directorships held by you
with the Company or in connection with your employment at the Company. It is
understood that the Company will take actions in reliance on your resignations
and that they are irrevocable. Between the date of this letter agreement and
the Separation Date, you will not be eligible for any salary increases.



     2.     In consideration of your commitments as set forth herein, including
your release of claims, the Company agrees to provide you with the following:





	 	(a.) 	 	 You will be eligible to receive salary continuation paid to
you in periodic installments based upon your current annual salary
of $290,000.00, minus applicable withholdings, issued on the
Company’s regular pay dates beginning with the first regularly
scheduled pay date falling after the Separation Date, and continuing
until October 17, 2005 (the “Salary Continuation Period”). Your
salary continuation and the benefits provided by Fleet under the
terms of this letter agreement, including but not limited to the
payment of a pro rated performance bonus for 2003, will cease if you
violate any of the terms of the this letter agreement. In addition,
your salary continuation and the benefits provided by Fleet under
the terms of this letter agreement may be terminated if Fleet
determines that you engaged in Misconduct while employed by Fleet.
For purposes of this letter



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	 	 	 	agreement, “Misconduct” means: fraud; misappropriation;
embezzlement or criminal conduct; or material neglect of duties or
responsibilities as an employee.
	 
	 	(b.)  	 	You will continue to accrue vacation time between the date of
this letter agreement and the Separation Date. You will cease
accruing vacation time as of your Separation Date. As soon as
administratively possible following your Separation Date, you will
receive payment for any accrued but unused vacation time.
	 
	 	(c.) 	 	 You are vested under the Company’s 401(k) Savings Plan and
Pension Plan. Your 401(k) contributions and company match under the
Savings Plan, and benefit accruals under the Pension Plan will
continue during the Salary Continuation Period, in accordance with
the terms and conditions of those plans as they exist through the
Salary Continuation Period, and unless you elect to change your
participation.
	 
	 	(d.)  	 	Subject to the terms of the applicable individual award
agreement and underlying plan document, any unvested Company stock
options will continue to vest during the Salary Continuation Period.
Any stock options that are not vested by the conclusion of the
Salary Continuation Period will be forfeited. Any vested stock
options must be exercised within one year of the conclusion of the
Salary Continuation Period in accordance with the terms of the
applicable individual award agreement and underlying plan document.
	 
	 	(e.) 	 	 Subject to the terms of the applicable individual award
agreement and underlying plan document, any restrictions on the
shares of restricted stock awarded to you on February 19, 2002 and
February 18, 2003 shall lapse as of October 17, 2003. Subject to
the terms of the applicable individual award agreement and
underlying plan document, 15,000 of the 30,000 shares of restricted
stock awarded to you in October, 2002 will be forfeited on the
Separation Date.
	 
	 	(f.)  	 	Your Company sponsored Short-Term Disability, Long-Term
Disability, Personal Accident Insurance and Business Travel Accident
Insurance coverage will terminate on your Separation Date. Your
medical, dental, vision, and life insurance coverage will terminate
on the last day of the month in which your Salary Continuation
Period ends. Your eligibility for and participation in the benefit
plans identified in the previous sentence will be upon the terms
available to other active employees as may be in effect from time to
time and will be in accordance with applicable plan provisions. If
you obtain medical, dental, vision, or life insurance coverage
through another employer (as an employee or otherwise), your
eligibility for such Company sponsored benefits will cease.
Following the termination of Company health insurance benefits, you
may elect to extend coverage of existing health care benefits for an
additional 18 months in accordance with the provisions of the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”) by paying
102% of the Company’s group rate for coverage.
	 
	 	(g.)  	 	Provided you are in compliance with the terms of this letter
agreement and have continued to perform your duties at an acceptable
level through the Separation Date, you will be eligible to receive a
pro rated performance bonus for calendar year 2003 of up to
$400,000.00. This bonus will be determined in the sole discretion
of the Company and payable when the Company pays other bonuses for
2003, which is currently anticipated



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	 	 	 	to be on or before March 15, 2004. You will not be eligible for
any other bonuses during or following the Salary Continuation
Period.
	 
	 	(h.) 	 	 In the event that you die anytime after the execution of this
letter agreement but prior to the conclusion of the Salary
Continuation Period, and further provided that at the time of your
death you are in full compliance with the terms of this letter
agreement, the Company agrees to continue to pay your surviving
spouse, or in the event your spouse is also deceased, your estate,
all or the remainder, as the case may be, of the salary continuation
provided for in paragraph 2(a) above, provided, however, that such
salary continuation shall not continue beyond the 2-year period
following your date of death.



     3.     You hereby agree that following the termination of your active
employment on October 17, 2003, you will have no rights to any salary,
severance, benefits, bonuses, commissions, incentive, stock options, stock
grants or other form of compensation from the Company other than as explicitly
set forth in this letter agreement or as expressly required by law. This
letter agreement shall supersede any and all other employment, severance or
other agreements between you and the Company (and your and the Company’s
predecessors or successors) with respect to the subject matter hereof, and you
hereby waive any and all rights you may have, now or in the future, under (a)
that certain Agreement dated October 15, 1997, between you and the Company;
(b) the Separation Pay and Benefits Plan of FleetBoston Financial Corporation
and Participating Subsidiaries as Amended; (c) any agreement(s) pertaining to
a change of control of the Company, and (c) any other Company plan or program
related to severance pay following termination of employment.



     4.     You agree that, during your employment and thereafter, you will
continue to use your best efforts to support the interests and reputation of
the Company in the community, that neither you nor any member of your family,
including your spouse, will disparage the Company or any of the people or
organizations connected with it, including its officers and directors, and that
you will not otherwise do or say anything that could disrupt the good morale of
the employees of the Company or otherwise harm its interests or reputation. In
addition, you agree not to engage in any conduct or activity inimical, contrary
or harmful to the interests of the Company or any affiliate thereof.



     5.     You agree at all times to keep the terms of this letter agreement
strictly confidential, and you agree that you will not disclose, characterize,
comment on, convey or in any sense reveal the content or nature of this letter
agreement, except as required by applicable law. You may, however, reveal the
content of this agreement to your spouse and children, and to your legal, tax
and financial advisors, provided that you advise your spouse, children and
legal/tax/financial advisors to be similarly bound by this covenant of
confidentiality.



     6.     You agree that you will not at any time disclose to any other person,
corporation, or other entity (except as required by applicable law or for the
proper performance of your obligations under this agreement) or use any
confidential information obtained by you incident to your employment with the
Company. All information concerning the business of the Company shall be
considered confidential information unless (a) such information is publicly
available prior to the date of this letter agreement, or (b) such information
becomes publicly available by reason of acts not attributable to your breach of
this letter agreement. Without limiting the generality of the foregoing,
confidential information shall include corporate information, including plans,
strategies, tactics, policies, procedures and practices; marketing


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information; financial information; operational information; personnel
information; and customer information.



     7.     You agree to cooperate with the Company hereafter with respect to all
matters arising during or related to your employment, including but not limited
to all matters (formal or informal) in connection with any governmental
investigation, internal Company investigation, litigation (potential or
ongoing), regulatory or other proceeding which may have arisen prior to or
which may arise following the signing of this agreement. The Company agrees to
reimburse you for your out-of-pocket expenses (not including attorney’s fees,
legal costs, or your lost time or opportunity), and to provide you with
appropriate legal representation in a manner to be determined by the Company
related to the cooperation described in this paragraph. To the extent
permitted by the Company’s Articles of Association or by-laws, the Company
agrees to indemnify you for actions arising out of your employment with the
Company.



     8.     You agree that until October 17, 2005, you will not directly or
indirectly solicit the employment of or offer employment to or hire or employ
in any capacity any employee or officer of the Company or entice away or in any
other manner persuade or attempt to persuade any employee or officer employed
by the Company to leave their employment. Your entitlement to benefits under
this letter agreement, including the salary continuation provided for in
paragraph 2(a) above, will cease if you violate the terms of this Paragraph 8.



     9.     You agree that until October 17, 2005, you will not knowingly or
directly solicit any clients or customers of the Company for the purpose of
inducing or encouraging such clients or customers to cease doing business with
the Company, to transfer any business from the Company, or to decline to
conduct new business with the Company. Your entitlement to benefits under this
letter agreement, including the salary continuation provided for in paragraph
2(a) above, will cease if you violate the terms of this Paragraph 9.



     10.     Your entitlement to benefits under this agreement will cease if, prior
to October 17, 2005, and without the express written consent of the Company,
you are employed by, or provide services as a consultant, advisor, independent
contractor, or otherwise, to any entity, and including the holdings,
subsidiaries, affiliates, related companies (of which some percentage is owned
by such entity), and divisions, however organized, of such entity, which is
engaged in direct competition with the Company.



     11.     Prior to your Separation Date, you agree to return to the Company all
documents, files, books, records, computers, software materials, discs, keys,
equipment, passes, identification materials and all other property of the
Company, and its affiliates and/or subsidiaries.



     12.     This letter constitutes the entire agreement between you and the
Company and supersedes any other communications, written or oral, with respect
to your employment by the Company and the termination of your employment and
with respect to all matters pertaining thereto but does not modify any prior
agreements relating to the use of confidential information or any obligations
you have with respect to securities of the Company.



     13.     In exchange for the agreements by the Company set forth herein, you
hereby for yourself, your heirs, executors, administrators, representatives,
and assigns, voluntarily release and forever discharge FleetBoston Financial
Corporation and its subsidiaries and other affiliates and all of their


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respective past and present directors, officers, employees, agents, successors
and assigns and all past and present directors, officers, employees, and agents
of these entities, personally, and as directors, officers, employees, and
agents and all employee benefit plans of the Company (the “Benefit Plans”) and
all trustees, fiduciaries and administrators of the Benefit Plans (hereinafter
referred to collectively as the “RELEASEES”) before any agency, court or other
forum and you further agree to release the RELEASEES from any and all causes of
action, rights or claims now existing, both known and unknown, that you may
have against them up to the date of this letter agreement, including but not
limited to all claims of breach of contract or misrepresentation, wrongful
discharge, or claims of alleged violations of Title VII of the Civil Rights Act
of 1964, the Civil Rights Act of 1991 as amended, the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the Americans with
Disabilities Act, the Rehabilitation Act of 1973, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income Security Act of
1974, or any other local, state or federal law, regulation or other requirement
or any other claim relating to or arising out of your employment with the
Company or the termination thereof (including but not limited to laws
prohibiting discrimination on the basis of race, sex, age, national origin,
religion, sexual preference, disability or status as a veteran). You further
represent that you have not filed any claim in any forum up to the date of this
letter agreement and you further promise not to institute any charge, complaint
or lawsuit asserting such claims. This release does not waive any rights to
the pay or benefits to be provided you as set forth herein nor to the right to
enforce this agreement. This release does not apply to any claims arising out
of your status as a credit card holder or depositor or to any rights you have
under COBRA. This release does not affect your ability to file a claim for
vested benefits, if any, under any Benefit Plan of the Company. This general
release will not be construed to prevent you from filing a charge with or
assisting in any investigation or proceeding conducted by or through a federal,
state, or local court or agency, or from challenging the validity of this
general release. However, you agree to waive the right to recover any damages
or other relief in any claim or suit brought by or through any federal, state,
or local court or agency.



     14.     In order to be certain that this agreement will resolve any and all
concerns that you might have, the Company requests that you carefully consider
its terms, including the release of claims set forth above and, in that regard,
advises you to seek the advice of an attorney before signing this agreement.
You acknowledge and agree that you have been given at least twenty-one (21)
days within which to consider this letter agreement. You also represent that
you have read carefully and fully understand the terms of this letter
agreement, and that you have had the opportunity to consult with an attorney,
and that you have been advised by FleetBoston to consult with an attorney,
prior to signing this letter agreement. You acknowledge that any changes to
this agreement, material or otherwise, will not restart the 21 day review
period. You agree and understand that you may accept and sign this agreement
prior to the expiration of the 21 day Review Period, provided your acceptance
is knowing and voluntary.



     15.     For a period of seven (7) days following your execution of this letter
agreement, you may revoke your agreement, provided you do so in writing, and
this letter agreement shall not become effective until this seven day
revocation period has expired.



     16.     The terms of this letter agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.



     17.     Any notice required to be made by one party to the other under any
provision of this agreement shall be in writing and delivered by hand or sent
certified mail.



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     If the foregoing is in accordance with your understanding, would you
kindly sign and return the enclosed duplicate original of this letter no later
than June 13, 2003 to Jannene Wagner, at FleetBoston, 1 Federal Street, MADE
10306Q, Boston, Massachusetts 02110, whereupon this letter will constitute a
binding agreement between you and the Company on the basis set forth above.




	 	 	 
	 	 	
Sincerely,
	 	 	 
	 	 	 
	 	 	
/s/ M. ANNE SZOSTAK
	 	 	


	 	 	
M. Anne Szostak
	 	 	
Executive Vice President and
	 	 	
Director of Human Resources and Diversity
	 	 	 
	Voluntarily Accepted and Agreed to by:	 	 
	 	 	 
	 	 	 
	/s/ DOUGLAS L. JACOBS	 	 
	
	 	 
	DOUGLAS L. JACOBS	 	 
	 	 	 
	 	 	 
	5/22/03	 	 
	
	 	 
	DATE	 	 





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