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                                                                   Exhibit 10(b)


                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                              --------------------

      The Employment Agreement by and between FLEET FINANCIAL GROUP, INC., a
Rhode Island corporation (the "Company"), and CHARLES K. GIFFORD (the
"Executive"), dated as of March 14, 1999 (the "Agreement") is hereby amended,
effective as of February 7 , 2000, as set forth below.

      1.    Section 5(a)(i)(A) of the Agreement is hereby restated in its
            entirety to read as follows:

            (A) the "Severance Payments" as defined in Section 6.1 of the Prior
            Agreement (including without limitation payment to the Executive on
            account of the items described in paragraph (C) of such Section
            6.1), representing the amounts and benefits to which the Executive
            would have been entitled under the Prior Agreement, as determined by
            the Auditor no later than 30 days after the execution of this
            Agreement, plus interest from the Effective Date to the date of the
            payment of such Severance Payments (the "Interest Term"), at an
            annual rate equal to the "prime" rate as in effect from time to time
            (subject to the limitation that the average interest rate used
            during the Interest Term shall in no event exceed 10%), compounded
            daily (the "New Severance Payment"), provided that the Executive may
            elect to reduce the Severance Payments by the amount described in
            paragraph (B) of Section 6.1 of the Prior Agreement and, in lieu
            thereof, receive for a period of three years following the Date of
            Termination the continuation of the benefits described in Section
            3(f)(ii); and

      2.    The following new Section 5(e) is hereby added immediately following
            Section 5(d) of the Agreement.

            (e) Notwithstanding anything contained in this Agreement to the
            contrary, the Executive shall not be entitled to receive any of the
            payments set forth in this Section 5 until the earlier of (i) such
            time as the limitations on deductibility imposed by Section 162(m)
            of the Code are no longer applicable to remuneration paid by the
            Company to the Executive and (ii) three (3) months following the
            Date of Termination.

      IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to the Agreement to be entered into, as of the day and year set forth
above.


                                /s/ CHARLES K. GIFFORD
                                ------------------------------------------------
                                CHARLES K. GIFFORD


                                FLEET BOSTON CORPORATION


                                By: /s/ EUGENE M. MCQUADE
                                    --------------------------------------------
                                Title: Vice Chairman and Chief Financial Officer
                                       -----------------------------------------