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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-6366
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Fleet Financial Group, Inc.
(Exact name of Registrant as specified in its charter)
Rhode Island 05-0341324
(State of incorporation) (I.R.S. Employer Identification No.)
One Federal Street, Boston, Massachusetts 02110
(Address of principal executive office) (Zip Code)
617 / 346-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of Each Class registered
------------------- ------------------------------
Common Stock, $.01 Par Value New York Stock Exchange
Depositary Shares each representing a one-tenth
interest in a share of 9.35% Cumulative Preferred
Stock, $1 Par Value New York Stock Exchange
Depositary Shares each representing a one-tenth
interest in a share of Series V 7.25% Perpetual
Preferred Stock, $1 Par Value New York Stock Exchange
Depositary Shares each representing a one-fifth
interest in a share of Series VI 6.75% Perpetual
Preferred Stock, $1 Par Value New York Stock Exchange
Preferred Securities Guaranteed by Fleet Financial
Group, Inc. of 8.00% Trust Originated Preferred
Securities issued by Fleet Capital Trust I New York Stock Exchange
Preferred Securities Guaranteed by Fleet Financial
Group, Inc. of 7.05% Trust Originated Preferred
Securities issued by Fleet Capital Trust III New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Warrants to purchase Common Stock New York Stock Exchange
----------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES |XX| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
As of February 27, 1998, (the latest practicable date) the aggregate
market value of the voting stock held by nonaffiliates of the Registrant was
$21.7 billion, which excludes $665 million held by directors, executive
officers, and banking subsidiaries of the Registrant under trust agreements and
other instruments.
The number of shares of common stock of the Registrant outstanding as of
February 27, 1998 was 283,990,340.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Pertinent extracts from Registrant's 1997 Annual Report to Shareholders
are incorporated into Parts I, II, and IV.
2. Pertinent extracts from Registrant's Proxy Statement filed with the
Commission are incorporated into Part III.
Such information by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
Table of Contents
Description Page Number
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Part I. Item 1 ___Business............................................. 3
Item 2 ___Properties........................................... 7
Item 3 ___Legal Proceedings.................................... 7
Item 4 ___Submission of Matters to a Vote of Security Holders.. 8
Part II. Item 5 ___Market for the Registrant's Common Stock and Related
Stockholder Matters.................................. 8
Item 6 ___Selected Financial Data.............................. 8
Item 7 ___Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
Item 8 ___Financial Statements and Supplementary Data.......... 8
Item 9 ___Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure............... 9
Part III. Item 10 ___Directors and Executive Officers of the Registrant... 9
Item 11 ___Executive Compensation............................... 11
Item 12 ___Security Ownership of Certain Beneficial Owners
and Management....................................... 11
Item 13 ___Certain Relationships and Related Transactions....... 11
Part IV. Item 14 ___Exhibits, Financial Statement Schedules and Reports
on Form 8-K.......................................... 11
Signatures....................................................... 15
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PART I.
Item 1. Business
General
Fleet Financial Group, Inc. (the "Registrant," "Corporation" or "Fleet")
is a diversified financial services company organized under the laws of the
State of Rhode Island. Fleet is a legal entity separate and distinct from its
subsidiaries, assisting such subsidiaries by providing financial resources and
management. By most measures, Fleet is among the twelve largest bank holding
companies in the United States, with total assets of $85.5 billion at December
31, 1997. Fleet has approximately 34,000 employees.
Fleet reported net income for 1997 of $1.30 billion, or $4.74 per diluted
share. This compared to net income of $1.14 billion, or $3.98 per diluted share
in 1996. For a more detailed discussion of the Corporation's financial results,
see "Management's Discussion and Analysis" (pages 21-39) of the Corporation's
1997 Annual Report to Shareholders, which is incorporated by reference herein.
Fleet is engaged in general commercial banking and investment management
business throughout the states of Rhode Island, New York, Connecticut,
Massachusetts, New Jersey, Maine, and New Hampshire through its banking
subsidiaries: Fleet National Bank ("FNB"); Fleet Bank, National Association
("FB,NA"); Fleet Bank of Maine ("Fleet-Maine"); and Fleet Bank-NH ("Fleet-NH").
All of the subsidiary banks are members of the Federal Reserve System, and the
deposits of each are insured by the Federal Deposit Insurance Corporation
("FDIC") to the extent provided by law. The Corporation also has a thrift
subsidiary, Fleet Bank, F.S.B. ("Fleet-FSB") located in Boca Raton, Florida.
Fleet also provides, through its subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, consumer finance,
real estate financing, securities brokerage services, capital market services
and investment banking, investment advice and management, data processing and
student loan servicing.
On February 20, 1998, the Corporation acquired the consumer credit card
operations of Advanta Corporation ("Advanta"). The Advanta acquisition provided
approximately $11.5 billion of managed credit card receivables.
On February 1, 1998, the Corporation acquired The Quick & Reilly Group,
Inc. ("Quick & Reilly"), a national discount brokerage firm. The transaction was
accounted for as a pooling-of-interests. Under the terms of the Quick & Reilly
merger, approximately 22 million Fleet common shares were exchanged for all of
the outstanding Quick & Reilly common shares at an exchange ratio of 0.578
shares of Fleet for each share of Quick & Reilly.
On December 10, 1997, Fleet consummated its acquisition of Columbia
Management Company ("Columbia"), a Portland, Oregon-based asset management
company with approximately $21 billion of assets under management. Fleet
accounted for this acquisition under the purchase method of accounting.
On May 1, 1996, the Corporation acquired from National Westminster Plc
substantially all of the net assets of certain subsidiaries of NatWest Bancorp
("NatWest"). The former NatWest Bank was merged into FB,NA. The acquisition of
NatWest contributed approximately $13 billion and $18 billion of loans and
deposits, respectively, and approximately 300 branches in New York and New
Jersey. The transaction was accounted for using the purchase method of
accounting.
On November 30, 1995, the merger of Fleet and Shawmut National Corporation
("Shawmut") was completed and was accounted for as a pooling-of-interests. Fleet
exchanged approximately 105 million common shares for all the outstanding shares
of Shawmut at an exchange ratio of 0.8922 shares of Fleet for each share of
Shawmut.
The Corporation is managed along the following business lines, as more
particularly described in "Management's Discussion and Analysis" (pages 26-28):
Consumer Banking, Commercial Financial Services, Investment Services, Treasury,
Mortgage Banking/Venture Capital and Financial Services.
Consumer Banking includes retail banking and small business services
through the Fleet business and entrepreneurial services group. Retail banking
offers consumer banking services through its network of over 1,200 branches
located throughout the Northeast. Fleet customers can conveniently manage their
financial resources and transact business at any branch office in New England,
New York and New Jersey. These branches offer a full range of financial services
and products including an expanded offering of mutual funds and insurance
products through a newly formed alliance with The Travelers. By expanding its
product offerings, Fleet continues to meet its customers' changing needs and
provide greater opportunities to cross-sell its existing customer base and
further leverage its extensive branch network. Fleet's business and
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entrepreneurial services group provides a full range of accounts and services
aimed at businesses with annual sales up to $10 million. Fleet is the leading
small-business lender in New England and ranks sixth nationwide.
Commercial Financial Services provides a full range of credit and banking
services to more than 40,000 corporate, middle-market, real estate, government
and leasing customers. In addition to traditional credit products, Fleet
supports commercial customers with corporate finance, cash management, trade
services, corporate trust, foreign exchange, interest-rate protection, and
investment products. Fleet's corporate finance business assists commercial
customers with capital formation, acquisition finance, and long-term financial
strategies. Fleet enjoys a strong regional and national presence with several
specialty businesses with national scope complementing a client base which is
largely based in the Northeast. Fleet is a recognized leader in national and
regional government banking, providing deposit gathering activities, tax
processing, cash management and, through Fleet Securities, Inc., underwriting
and municipal advisory services to state and local governments.
Investment Services comprises Fleet's private clients group, retirement
plan services, discount brokerage unit, retail investment services,
not-for-profit institutional asset services, and Fleet Investment Advisors. The
private clients group focuses on high-net worth customers and offers a broad
array of asset management, estate settlement, deposit and credit products.
Retirement plan services focuses on investment management and fiduciary
activities with special emphasis on 401(k) plans. Retail investment services
manages Fleet's mutual fund product set, including fixed and variable annuity
products and Fleet's Galaxy Funds family of mutual funds. Not-for-profit
institutional asset services is a full-service investment management service
that includes endowment management, custody, trust and other services. Fleet's
investment advisors unit has $77 billion in assets under management including
$21 billion in assets under management from the recently acquired Columbia
Management Company.
Treasury includes capital market products and services that primarily
support commercial customers including interest-rate risk-management needs and
foreign exchange. Treasury also manages the Corporation's securities and
residential mortgage portfolios, trading operations, asset-liability management
function and wholesale funding needs.
Mortgage Banking/Venture Capital businesses include mortgage banking and
Fleet Private Equity. Fleet's mortgage banking business originates, sells and
services first mortgage products across multiple customer segments through its
extensive network of correspondents, brokers, telemarketing and retail channels.
Fleet Private Equity provides private equity capital to management teams to
acquire, recapitalize or grow private and public companies.
Financial Services includes student loan processing, credit card services
and technology banking. Fleet services 5.5 million accounts nationwide for
approximately 700 colleges, universities, and financial institutions through its
student loan processing subsidiary, AFSA. Fleet is the largest third-party
servicer in the country with $34 billion of student loans serviced. Fleet is
also expanding its presence nationally in the credit card business with its
recent acquisition of the consumer credit card operations of Advanta. Fleet will
merge its existing consumer credit card business with that of Advanta.
Technology banking includes such alternative delivery vehicles as ATMs,
telephone banking, debit-card programs, and Fleet's internet Web site. Aimed at
meeting the changing needs of consumers, these channels offer customers quick
and convenient access to Fleet products and services from virtually anywhere in
the country. Fleet's total ATM network now includes over 2,400 machines.
Competition
The Corporation's subsidiaries are subject to intense competition in all
aspects of the businesses in which they compete from domestic and foreign banks,
equipment leasing companies, finance companies, securities and investment
advisory firms, real estate financing companies, mortgage banking companies, and
other financial institutions. The Corporation principally competes on interest
rates and other terms of financing arrangements, including specialized customer
services and various banking arrangements and conveniences designed to attract
depositors, borrowers, and other customers.
Supervision and Regulation
Banking is a highly regulated industry, with numerous federal and state
laws and regulations governing the organization and operation of banks and their
affiliates. As a bank holding company, Fleet is subject to regulation by the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Fleet-Maine
and Fleet-NH, as state-chartered member banks, are subject to regulation by the
Federal Reserve Board and bank regulators in their respective states. FB,NA and
Fleet National Bank are national banks subject to regulation and supervision by
the Office of the Comptroller of the Currency (the "OCC"). Fleet-FSB is a
federal savings association subject to regulation and supervision by the Office
of Thrift Supervision (the "OTS"). Each subsidiary
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bank's deposits are insured by the FDIC and each bank subsidiary is a member of
the Federal Reserve System. Fleet is also subject to the reporting and other
requirements of the Securities Exchange Act of 1934 (the "Exchange Act").
The BHCA requires that Fleet obtain prior approval from the Federal
Reserve Board for bank and nonbank acquisitions and restricts the business
operations permitted to Fleet. The BHCA also restricts the acquisition of shares
of out-of-state banks unless the acquisition is specifically authorized by the
laws of the state in which the bank to be acquired is located. In addition,
Fleet's bank subsidiaries must obtain prior approval from their respective
primary regulators for most acquisitions. Virtually all aspects of the
subsidiary banks' businesses are subject to regulation and examination,
depending on the charter of the particular banking subsidiary, by the Federal
Reserve Board, the OCC, the OTS, the FDIC, the banking regulatory agencies of
the states in which they operate, or a combination of the above.
As a result of the enactment of the Financial Institutions Reform,
Recovery, and Enforcement Act ("FIRREA") on August 9, 1989, any or all of
Fleet's subsidiary banks can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989, in
connection with (a) the default of any other of Fleet's subsidiary banks or (b)
any assistance provided by the FDIC to any other of Fleet's subsidiary banks in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
without regulatory assistance.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA") provides for, among other things, increased funding for the Bank
Insurance Fund (the "BIF") of the FDIC and expanded regulation of depository
institutions and their affiliates, including parent holding companies. The
FDICIA provides the federal banking agencies with broad powers to take prompt
corrective action to resolve problems of insured depository institutions,
depending upon the particular institution's level of capital. The FDICIA
established five tiers of capital measurement for regulatory purposes ranging
from "well-capitalized" to "critically undercapitalized". A depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position under certain circumstances. As of
December 31, 1997, all of Fleet's subsidiary banking institutions met the
requirements of a "well-capitalized" institution.
The FDICIA, as amended, directs each federal banking agency to prescribe
safety and soundness standards for depository institutions relating to internal
controls, information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, compensation,
asset-quality, earnings and stock valuation. Final interagency regulations to
implement these new safety and soundness standards were adopted by the federal
banking agencies. As of October 1, 1996, standards for asset quality and
earnings have been incorporated into the Interagency Guidelines Establishing
Standards for Safety and Soundness. The three standards for Safety and Soundness
established by the guidelines are (1) operational and managerial; (2)
compensation; and (3) asset quality, earnings and stock valuation. The ultimate
cumulative effect of these standards cannot currently be forecast.
The FDICIA also contains a variety of other provisions that may affect
Fleet's operations, including new reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirements
that a depository institution give 90 days' prior notice to customers and
regulatory authorities before closing any branch.
Under the Federal Reserve Board's capital guidelines, the minimum ratio of
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of common equity, retained earnings, minority
interests in the equity accounts of consolidated subsidiaries and a limited
amount of cumulative and noncumulative perpetual preferred stock, less
deductible intangibles ("Tier 1 capital"). The remainder may consist of
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 capital"). In addition, the Federal Reserve Board requires a
leverage ratio (Tier 1 capital to average quarterly assets, net of goodwill) of
3% for bank holding companies that meet certain specified criteria, including
that they have the highest regulatory rating. The rule indicates that the
minimum leverage ratio should be 1% to 2% higher for holding companies
undertaking major expansion programs or that do not have the highest regulatory
rating. Fleet's banking subsidiaries are subject to similar capital requirements
except that preferred stock must be noncumulative to qualify as Tier 1 capital.
Under federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities, including the termination
of deposit insurance by the FDIC and seizure of the institution. As of December
31, 1997, Fleet's capital ratios exceeded all minimum regulatory capital
requirements.
The federal banking agencies continue to consider capital requirements
applicable to banking organizations. Effective January 1, 1997, with compliance
by January 1, 1998, national banks with significant exposure to market risk must
maintain
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adequate capital to support that exposure. The OCC may apply this provision to
any national bank if the OCC deems it appropriate for safe and sound practices.
Fleet is a legal entity separate and distinct from its subsidiaries. The
ability of holders of debt and equity securities of Fleet to benefit from the
distribution of assets of any subsidiary upon the liquidation or reorganization
of such subsidiary is subordinate to prior claims of creditors of the subsidiary
(including depositors in the case of banking subsidiaries) except to the extent
that a claim of Fleet as a creditor may be recognized. There are various
statutory and regulatory limitations on the extent to which banking subsidiaries
of Fleet can finance or otherwise transfer funds to Fleet or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. Such transfers by any subsidiary bank to Fleet or any
nonbanking subsidiary are limited in amount to 10% of the bank's capital and
surplus and, with respect to Fleet and all such nonbanking subsidiaries, to an
aggregate of 20% of each such bank's capital and surplus. Furthermore, loans and
extensions of credit are required to be secured in specified amounts and are
required to be on terms and conditions consistent with safe and sound banking
practices.
In addition, there are regulatory limitations on the payment of dividends
directly or indirectly to Fleet from its banking subsidiaries. Federal and state
regulatory agencies also have the authority to limit further Fleet's banking
subsidiaries payment of dividends based on other factors, such as the
maintenance of adequate capital for such subsidiary bank.
Under the policy of the Federal Reserve Board, Fleet is expected to act as
a source of financial strength to each subsidiary bank and to commit resources
to support such subsidiary bank in circumstances where it might not do so absent
such policy. In addition, any subordinated loans by Fleet to any of the
subsidiary banks would also be subordinate in right of payment to deposits and
obligations to general creditors of such subsidiary bank. Further, the Crime
Control Act of 1990 amended the federal bankruptcy laws to provide that in the
event of the bankruptcy of Fleet, any commitment by Fleet to its regulators to
maintain the capital of a banking subsidiary will be assumed by the bankruptcy
trustee and entitled to a priority of payment.
On September 29, 1994, President Clinton signed the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "IBBEA") into law.
Notwithstanding state law to the contrary, the IBBEA authorizes interstate
acquisitions of banks and bank holding companies without geographic limitation
beginning September 29, 1995. In addition, beginning June 1, 1997, the IBBEA
authorizes mergers of banks in one state with banks in another state as long as
neither of the states has "opted in" of interstate branching between the date
of enactment of the IBBEA and May 31, 1997. The IBBEA enabled states to enact
laws permitting interstate bank merger and acquisitions transactions prior to
June 1, 1997 ("opting to"). Connecticut, Massachusetts, New Jersey, New York and
Rhode Island, which are among the states in which Fleet subsidiaries conduct
banking operations, have adopted legislation opting into the interstate banking
provisions of the Interstate Act. In 1996, Fleet merged its banking subsidiaries
in Connecticut, Massachusetts and Rhode Island. In 1997, it merged the resulting
bank with one of its banking subsidiaries in New York in order to achieve cost
savings and to increase convenience to its customers in those states. The
Corporation is currently considering the potential benefits in cost savings and
convenience to its customers that might be achieved through combinations of two
or more of its banking subsidiaries.
The banking industry is also affected by the monetary and fiscal policies
of the federal government, including the Federal Reserve Board, which exerts
considerable influence over the cost and availability of funds obtained for
lending and investing. Proposals to change the laws and regulations governing
the operations and taxation of banks, companies that control banks, and other
financial institutions are frequently raised in Congress, in the state
legislatures, and before various bank regulatory authorities. The likelihood of
any major changes and the impact such changes might have on Fleet are impossible
to determine.
See "Note 18. Commitments, Contingencies and Other Disclosures" (pages
61-62) and "Note 19. Regulatory Matters" (pages 62-63) of the Notes to
Consolidated Financial Statements and the "Liquidity Risk" (pages 37-38) and
"Capital" (pages 38-39) sections of Management's Discussion and Analysis in the
1997 Annual Report to Shareholders (each of which are incorporated by reference
herein) for information concerning restrictions on the banking subsidiaries'
ability to pay dividends and other regulatory matters and legal proceedings.
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Statistical Information by Bank Holding Companies
The following information from the following portions of the 1997
Annual Report to Shareholders is incorporated by reference herein:
"Rate/Volume Analysis" table (page 65) for changes in the
taxable-equivalent interest income and expense for each major category of
interest-earning assets and interest-bearing liabilities.
"Consolidated Average Balances/Interest Earned-Paid/Rates 1993-1997"
table (pages 66-67) for average balance sheet amounts, related
taxable-equivalent interest earned or paid, and related average yields and
rates paid.
"Note 3. Securities" of the Notes to Consolidated Financial
Statements (page 49) for information regarding book values, market values,
maturities, and weighted average yields of securities (by category).
"Note 4. Loans" of the Notes to the Consolidated Financial
Statements (page 50) for distribution of loans of the Registrant.
"Loan Maturity" table and "Interest Sensitivity of Loans Over One
Year" table (page 67) for maturities and sensitivities of loans to changes
in interest rates.
"Note 6. Nonperforming Assets" (pages 50-51) and "Note 1. Summary of
Significant Accounting Policies - Loans" (page 46) of the Notes to
Consolidated Financial Statements for information on nonaccrual, past due,
and restructured loans and the Registrant's policy for placing loans on
nonaccrual status.
"Loans" section of Management's Discussion and Analysis (pages
29-30) for information regarding loan concentrations of the Registrant.
"Reserve for Credit Losses" section of Management's Discussion and
Analysis (pages 31-32) for the analysis of loss experience, the allocation
of the reserve for credit losses, and a description of factors which
influenced management's judgment in determining the amount of additions to
the allowance charged to operating expense.
"Consolidated Average Balances/Interest Earned-Paid/Rates 1993-1997"
table (pages 66-67) and the "Funding Sources" section of Management's
Discussion and Analysis (page 32) for deposit information.
"Selected Financial Highlights" (page 1) for return on assets,
return on equity, common dividend payout ratio, and equity to asset ratio.
"Note 9. Short-Term Borrowings" of the Notes to Consolidated
Financial Statements (page 52) for information on short-term borrowings of
the Registrant.
Item 2. Properties
The Registrant maintains its corporate headquarters at One Federal Street,
Boston, Massachusetts. The Registrant or its subsidiaries also maintain
principal offices at 111 Westminster Street, Providence, Rhode Island, 777 Main
Street, Hartford, Connecticut, and 75 State Street, Boston, Massachusetts. In
addition, the Registrant or its subsidiaries maintain operation centers located
in: Kingston, Melville, Utica, Albany, West Seneca and Menands, New York;
Malden, Massachusetts; Moosic, Pennsylvania; Milwaukee, Wisconsin; Providence,
Rhode Island; and Hartford, Connecticut.
As of December 31, 1997, the Registrant's subsidiaries also operated
approximately 1,444 offices, of which approximately 703 are owned and 741 are
leased from others.
Item 3. Legal Proceedings
Information regarding legal proceedings of the Registrant is incorporated
by reference herein from "Note 18. Commitments, Contingencies and Other
Disclosures" (pages 61- 62) of the Registrant's 1997 Annual Report to
Shareholders.
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Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders in the
fourth quarter of 1997.
PART II.
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
For information regarding the New York Stock Exchange, high and low
quarterly sales prices, and quarterly dividends declared and paid, in each case
on Fleet's common stock, see the "Common Stock Price and Dividend Information"
table (page 66) of the Registrant's 1997 Annual Report to Shareholders, which is
incorporated by reference herein. At December 31, 1997, Fleet had 54,540
stockholders of record.
Item 6. Selected Financial Data
The information set forth in "Selected Financial Highlights" (page 1) of
the Registrant's 1997 Annual Report to Shareholders is incorporated by reference
herein.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information set forth in "Management's Discussion and Analysis" (pages
21-39) of the Registrant's 1997 Annual Report to Shareholders is incorporated by
reference herein.
Cautionary Statement
This Annual Report on Form 10-K (including the information incorporated by
reference herein) contains statements relating to future results of the
Corporation (including certain projections and business trends) that are
considered "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in political and economic conditions, either nationally or in
the states in which the Corporation conducts its business; interest rate
fluctuations; competitive product and pricing pressures within the Corporation's
market; equity and bond market fluctuations; personal and corporate customers'
bankruptcies; inflation; lower than expected savings associated with
acquisitions and integrations of acquired businesses; adverse legislation or
regulatory changes affecting the businesses in which Fleet is engaged; as well
as other risks and uncertainties detailed from time to time in the filings of
the Corporation with the Securities and Exchange Commission.
Fleet regularly evaluates the potential acquisition of, and holds
discussions with, various potential acquisition candidates. As a general rule,
Fleet publicly announces such acquisitions only after a definitive agreement has
been reached. As a matter of policy, Fleet generally does not make any specific
projections as to future earnings nor does Fleet endorse any projections
regarding future performance which may be made by others.
The Corporation continues to monitor the financial developments in Asian
economies. The Corporation has certain relationships with customers in the Asian
marketplace. These relationships contain both market and credit risks. Fleet's
exposure to the Asian market as of March 12, 1998 was less than $100 million and
related primarily to short-term trade related financings.
Item 8. Financial Statements and Supplementary Data
The following information set forth in the Registrant's 1997 Annual Report
to Shareholders is incorporated by reference herein:
The Consolidated Financial Statements, together with the report thereon by
KPMG Peat Marwick LLP (pages 41-45); the "Notes to the Consolidated Financial
Statements" (pages 46-64); and the unaudited information presented in the
"Quarterly Summarized Financial Information" table (page 65).
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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined by Item 304 of Regulation S-K.
PART III.
Item 10. Directors and Executive Officers of the Registrant
The information set forth under the captions "Election of Directors"
(pages 3-10), "Certain Information Regarding the Board of Directors - Meetings
and Committees" (page 11), "Compensation of Executive Officers -- Severance
Agreements and Employment Contracts" (pages 24-25), and "Other Information
Relating to Directors, Nominees and Executive Officers" (pages 25-26) in the
Registrant's Proxy Statement with respect to the name of each nominee or
director, his or her age, his or her positions and offices with the Registrant,
his or her service on the Registrant's Board, any arrangement or understanding
pursuant to which he or she has or is to be selected as a director or nominee,
his or her business experience, his or her directorships held in other public
companies, certain family relationships and involvement in certain legal
proceedings is incorporated by reference herein.
The names, positions, ages and business experience during the past five
years of the executive officers of the Corporation as of March 1, 1998 are set
forth below. The term of office of each executive officer extends until the
annual meeting of the Board of Directors, and until a successor is chosen and
qualified or until they shall have resigned, retired, or have been removed.
<TABLE>
<CAPTION>
Age as of
Name Positions with the Corporation March 1, 1998
- ---- ------------------------------ -------------
<S> <C> <C>
Terrence Murray.......... Chairman and Chief Executive Officer 58
Robert J. Higgins........ President and Chief Operating Officer 52
H. Jay Sarles.. ......... Vice Chairman and Chief Administrative Officer 52
David L. Eyles........... Vice Chairman and Chief Credit Policy Officer 58
Eugene M. McQuade........ Vice Chairman and Chief Financial Officer 49
Gunnar S. Overstrom, Jr.. Vice Chairman 55
Michael R. Zucchini...... Vice Chairman and Chief Technology Officer 51
William C. Mutterperl.... Executive Vice President, Secretary and General Counsel 51
M. Anne Szostak.......... Executive Vice President 47
Anne M. Finucane......... Senior Vice President 45
Robert B. Hedges, Jr..... Senior Vice President 39
Douglas L. Jacobs........ Senior Vice President and Treasurer 50
Brian T. Moynihan........ Senior Vice President, Corporate Strategy and Development 38
Robert C. Lamb, Jr....... Controller and Chief Accounting Officer 42
</TABLE>
Terrence Murray joined Fleet in 1962. After serving in various capacities
for Fleet National Bank and the Corporation, in 1978, he was elected President
of the Corporation. He became Chairman of the Board of Directors and Chief
Executive Officer of the Corporation in 1982. He has continued to serve in that
capacity, except in 1988 following the Norstar acquisition when he served as
President and Chief Operating Officer, and following the Shawmut acquisition
until December 1996, when Mr. Murray served as President and Chief Executive
Officer. Mr. Murray has been a Director of Fleet since 1976.
Robert J. Higgins joined Fleet National Bank in 1971 and was elected
President in 1986. In 1984, he was named a Vice President of the Corporation. In
1989, he was named an Executive Vice President of the Corporation and Chief
Executive Officer of Fleet National Bank. In 1993, he was named a Vice Chairman
of the Corporation and is currently responsible for the commercial services and
consumer banking divisions. In 1997, Mr. Higgins was named President and Chief
Operating Officer of the Corporation.
H. Jay Sarles is in charge of strategic planning, mergers and
acquisitions, staff support functions, credit card operations, venture capital,
and mortgage banking. Mr. Sarles joined Fleet National Bank in 1968. In 1980, he
was appointed a Vice President of the Corporation. Mr. Sarles was appointed
Executive Vice President of the Corporation in February of 1986. In 1991, Mr.
Sarles became President and Chief Executive Officer of Fleet Banking Group, Inc.
In March 1993, he was named
9
<PAGE>
a Vice Chairman of the Corporation. In 1996, Mr. Sarles was named Chairman of
Fleet Bank, National Association. In 1997, Mr. Sarles was named Chief
Administrative Officer of the Corporation.
David L. Eyles is the Chief Credit Policy Officer of the Corporation.
Between 1988 and 1991, he was Vice Chairman and Chairman of the Credit Policy
Committee at Mellon Bank Corporation/Mellon Bank, N.A. Mr. Eyles joined Shawmut
in 1992 and served as Vice Chairman and Chief Credit Policy Officer. In 1995,
Mr. Eyles was named Executive Vice President of the Corporation. In 1998, he was
named a Vice Chairman of the Corporation.
Eugene M. McQuade joined the Corporation in 1992 as Senior Vice
President-Finance. From 1980 to 1991, Mr. McQuade served in various capacities
with Manufacturers Hanover Corporation and Manufacturers Hanover Trust Company,
having served as its Executive Vice President and Controller from 1985 to 1991.
In March 1993, Mr. McQuade was named an Executive Vice President of the
Corporation and in July 1993 was elected as Chief Financial Officer. In 1997,
Mr. McQuade was named a Vice Chairman.
Gunnar S. Overstrom is a Vice Chairman of the Corporation responsible for
investment services. Prior to the merger of Shawmut with Fleet in 1995, Mr.
Overstrom, who joined Shawmut in 1975, served in various capacities at Shawmut,
including Chairman, Chief Executive Officer and Director of its banking
subsidiaries, as well as President and Chief Operating Officer of Shawmut
Corporation from 1988 to 1995.
Michael R. Zucchini is responsible for the financial services division and
national consumer businesses. Mr. Zucchini joined the Corporation in 1987 as
Executive Vice President and Chief Information Officer responsible for all data
processing activities of the Corporation and its subsidiaries. Since 1974, Mr.
Zucchini had served in various capacities for General RE Corp., Stamford,
Connecticut. In 1993, Mr. Zucchini was named a Vice Chairman of the Corporation.
In 1997, Mr. Zucchini was named Chief Technology Officer.
William C. Mutterperl joined Fleet National Bank in 1977. In June 1985,
Mr. Mutterperl was named Vice President, Secretary and General Counsel of the
Corporation. In 1989, Mr. Mutterperl was named a Senior Vice President of the
Corporation. In 1998, Mr. Mutterperl was named an Executive Vice President of
the Corporation.
M. Anne Szostak joined Fleet National Bank in 1973. In 1988 she was named
Vice President of Human Resources for the Corporation. In 1991 she was named
Chairman, President and Chief Executive Officer of Fleet-Maine. In 1994, Ms.
Szostak was named Senior Vice President, Human Resources, of the Corporation. In
1998, Ms. Szostak was named an Executive Vice President of the Corporation.
Anne M. Finucane joined Fleet in 1995 as Senior Vice President and
Director of Corporate Marketing and Corporate Communications from her own
consulting firm. From 1980 to 1994, Ms. Finucane held various executive
positions at the advertising agency of Hill, Holliday, Connors, Cosmopulos, Inc.
Robert B. Hedges, Jr. is a Senior Vice President responsible for Fleet's
retail distribution channels. Mr. Hedges joined Shawmut in 1993 from First
Manhattan Consulting Group, where he was Vice President from 1992 to 1993. From
1983 to 1992, Mr. Hedges was Vice President and banking practice leader of the
MAC Group, a consulting firm specializing in management consulting.
Douglas L. Jacobs joined Fleet Mortgage Group in 1988 as Executive Vice
President in charge of secondary marketing. Prior to joining Fleet, Mr. Jacobs
worked in a variety of positions at Citicorp. Mr. Jacobs was named Director of
Capital Markets in 1994 and in 1995 was named Treasurer. Mr. Jacobs is
responsible for all funding, investment portfolio, capital markets trading and
asset/liability functions. In 1998, Mr. Jacobs was named a Senior Vice President
of the Corporation.
Brian T. Moynihan joined the Corporation in 1993 as Deputy General
Counsel. In March 1994, he was named Managing Director, Corporate Strategy and
Development for the Corporation. From 1991 to 1993, Mr. Moynihan was a partner
in the law firm of Edwards & Angell, where he had been an associate since 1984.
In 1998, Mr. Moynihan was named a Senior Vice President of the Corporation.
Robert C. Lamb, Jr. is the Controller and Chief Accounting Officer for the
Corporation. Mr. Lamb joined the Corporation in 1986 as Controller of its data
processing subsidiary and was subsequently named Controller of Fleet Services
Corporation in 1988. Mr. Lamb was appointed Controller of another affiliate,
Fleet Credit Corporation, in 1990 and in 1991 was named Senior Vice President
and Chief Financial Officer of RECOLL Management Corporation, Fleet's management
and collection subsidiary. In April 1993, Mr. Lamb was named Controller of the
Corporation.
10
<PAGE>
Item 11. Executive Compensation
Pursuant to Instruction G of Form 10-K and Item 402 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Compensation of Directors"
(pages 11-12), "Compensation of Executive Officers" (pages 19-25) and
"Compensation Committee Interlocks and Insider Participation" (page 26). Such
incorporation by reference shall not be deemed to specifically incorporate by
reference the information required by Item 402 (a)(8) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to Instruction G of Form 10-K and Item 403 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Security Ownership of Certain
Beneficial Owners" (page 2) and "Security Ownership of Directors and Executive
Officers" (pages 13-14).
Item 13. Certain Relationships and Related Transactions
Pursuant to Instruction G of Form 10-K and Item 404 of Regulation S-K,
information set forth under "Indebtedness and Other Transactions" (pages 25-26)
in the Corporation's Proxy Statement is incorporated by reference herein.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1). The financial statements of Fleet required in response to this Item are
listed in response to Item 8 of this Report and are incorporated by
reference herein.
(a)(2). All schedules to the consolidated financial statements required by
Article 9 of Regulation S-X and all other schedules to the financial
statements of the Registrant have been omitted because the information
is either not required, not applicable, or is included in the financial
statements or notes thereto.
(a)(3). See the exhibits listed below.
(b) Eight Current Reports on Form 8-K were filed from October 1, 1997 to
the date of this Report:
- Current Report on Form 8-K dated October 15, 1997 announcing third
quarter earnings.
- Current Report on Form 8-K dated November 10, 1997 authorizing the
sale of and establishing the terms of $2 billion of Senior
Medium-Term Notes and Subordinated Medium-Term Notes under
Registration Statement No. 333-37231.
- Current Report on Form 8-K dated December 10, 1997 reporting the sale
of 10,750,000 shares of common stock at a price to the public of
$70.375 per share.
- Current Report on Form 8-K dated January 15, 1998 announcing fourth
quarter earnings.
- Current Report on Form 8-K dated January 15, 1998 reporting the sale
of $500 million 6 7/8% Subordinated Debentures Due 2028.
- Current Report on Form 8-K dated January 26, 1998 reporting the sale
of 4,800,000 7.05% Trust Originated Preferred Securities.
- Current Report on Form 8-K dated February 2, 1998 reporting the
consummation of the Quick & Reilly merger.
- Current Report on Form 8-K dated March 6, 1998 filing Management's
Discussion and Analysis, Supplemental Financial Information and the
Audited Financial Statements and Notes thereto as of December 31,
1997.
11
<PAGE>
(c) Exhibit Index
Exhibit
Number
------
2(a) Agreement and Plan of Merger dated December 19, 1995 between the
Registrant and National Westminster Bank Plc ("NatWest") (1)
2(b) First Amendment to Agreement and Plan of Merger dated May 1,
1996 between the Registrant and NatWest (2)
3(a) Restated Articles of Incorporation of the Registrant (3)
3(b) Certificate of Designations establishing the Registrant's
Series V 7.25% Perpetual Preferred Stock (4)
3(c) Certificate of Designations establishing the Registrant's
Series VI 6.75% Perpetual Preferred Stock (5)
3(d) Certificate of Designations establishing the Registrant's
Series VII Fixed/Adjustable Rate Cumulative Preferred Stock (6)
3(e) Certificate of Designations establishing Registrant's
Series VIII Fixed/Adjustable Rate Noncumulative Preferred Stock (7)
3(f) By Laws of the Registrant, as amended (8)
4(a) Rights Agreement dated November 21, 1990 as amended by First
Amendment to Rights Agreement dated March 28, 1991, a Second
Amendment to Rights Agreement dated July 12, 1991, and a Third
Amendment to Rights Agreement dated February 20, 1995 (9)
4(b) Instruments defining the rights of security holders,
including indentures (10)
4(c) Form of Rights Certificate for stock purchase rights issued to
Whitehall Associates, L.P., and KKR Partners II, L.P. (11)
10(a)* Form of Change in Control Agreement together with Schedule of
Persons who have entered into such contracts
10(b)* Form of Change in Control Agreement with Gunnar S.
Overstrom, Jr. (12)
10(c) Stock Purchase Agreement dated July 12, 1991 among Registrant
and Whitehall Associates, L.P., and KKR Partners II, L.P. (13)
10(d) Exchange Agreement dated December 31, 1995 among Registrant
and Whitehall Associates, L.P., and KKR Partners II, L.P. (14)
10(e)* Supplemental Compensation Plan for former Norstar directors (15)
10(f)* Fleet Financial Group Directors Retirement Plan (16)
10(g)* Supplemental Executive Retirement Plan (17)
10(h)* 1994 Performance-Based Bonus Plan for the Named Executive
Officers (18)
10(i)* Amended and Restated 1992 Stock Option and Restricted Stock Plan (19)
10(j)* Employment Agreement dated as of February 20, 1995 between
Registrant and Joel B. Alvord (20)
10(k)* Employment Agreement dated as of February 20, 1995 between
Registrant and Gunnar S. Overstrom, Jr. (21)
10(l)* Shawmut National Corporation Stock Option and Restricted Stock
Award Plan (assumed by Registrant on November 30, 1995) (22)
10(m)* Shawmut National Corporation Secondary Stock Option and
Restricted Stock Award Plan (assumed by Registrant on
November 30, 1995) (23)
10(n)* Shawmut National Corporation 1989 Nonemployees Directors'
Restricted Stock Plan (assumed by Registrant on
November 30, 1995) (24)
10(o)* 1995 Restricted Stock Plan (25)
10(p)* Executive Deferred Compensation Plan No. 1 (26)
10(q)* Executive Deferred Compensation Plan No. 2 (27)
10(r)* Executive Supplemental Plan (28)
10(s)* Retirement Income Assurance Plan (29)
10(t)* Trust Agreement for the Executive Deferred Compensation Plans
No. 1 and 2 (30)
10(u)* Trust Agreement for the Executive Supplemental Plan (31)
10(v)* Trust Agreement for the Retirement Income Assurance Plan and
the Supplemental Executive Retirement Plan (32)
10(w)* Employment Agreement dated September 16, 1997 between Thomas C.
Quick and The Quick & Reilly Group, Inc. (assumed by a subsidiary
of the Registrant on February 1, 1998)
10(x)* Letter Agreement dated April 16, 1997 between Registrant and
Gunnar S. Overstrom, Jr. amending Employment Agreement and
Change of Control Agreement, each dated February 20, 1995 (33)
10(y)* Amendment One to Supplemental Executive Retirement Plan (34)
10(z)* Stock Unit Contract dated December 17, 1997 between Registrant
and Terrence Murray
10(aa)* Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock
Option Plan, as amended by Amendment No. 1 to Fleet Financial
Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan and
Amendment No. 2 to Fleet Financial Group, Inc./Quick &
Reilly Group, Inc. Stock Option Plan (35)
11 Statement re: computation of per share earnings
12 Statement re: computation of ratios
13 1997 Annual Report to Shareholders (36)
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent
27 1997 Financial Data Schedule
27 (a) 1996 Financial Data Schedule
27 (b) 1995 Financial Data Schedule
- ----------
*Management contract, or compensatory plan or arrangement
12
<PAGE>
(1) Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
Report dated December 19, 1995.
(2) Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
Report dated May 1, 1996.
(3) Incorporated by reference to Exhibit 3(a) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(4) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated February 21, 1996.
(5) Incorporated by reference to Exhibit 4(b) of Registrant's Form 8-K Current
Report dated February 21, 1996.
(6) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated March 26, 1996.
(7) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated September 27, 1996.
(8) Incorporated by reference to Exhibit 3(b) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(9) Incorporated by reference to Registrant's Registration Statement Form 8-A
dated November 29, 1990, as amended by an Amendment to Application on
Report Form 8-A dated September 6, 1991, and as further amended by a Form
8-A/A dated March 17, 1995.
(10) Registrant has no instruments defining the rights of holders of equity or
debt securities where the amount of securities authorized thereunder
exceeds 10% of the total assets of the Registrant and its subsidiaries on
a consolidated basis. Registrant hereby agrees to furnish a copy of any
such instrument to the Commission upon request.
(11) Incorporated by reference to Exhibit 4(c) of Registrant's Form 8-K Current
Report dated July 12, 1991.
(12) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1995.
(13) Incorporated by reference to Exhibit 4 of Registrant's Form 8-K Current
Report dated July 12, 1991.
(14) Incorporated by reference to Exhibit 2(b) of Registrant's Form 8-K Current
Report dated December 19, 1995.
(15) Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1993.
(16) Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1993.
(17) Incorporated by reference to Exhibit 10(d) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(18) Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1994.
(19) Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1996.
(20) Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1995.
13
<PAGE>
(21) Incorporated by reference to Exhibit 10(k) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1995.
(22) Incorporated by reference to Exhibit 10.1 of Shawmut's Form 10-K Annual
Report for the fiscal year ended December 31, 1994.
(23) Incorporated by reference to Exhibit 10(m) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1995.
(24) Incorporated by reference to Shawmut's 1989 Proxy Statement dated March
13, 1989.
(25) Incorporated by reference to Exhibit 10(o) of Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1995.
(26) Incorporated by reference to Exhibit 10(a) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(27) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(28) Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(29) Incorporated by reference to Exhibit 10(e) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(30) Incorporated by reference to Exhibit 10(f) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(31) Incorporated by reference to Exhibit 10(g) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(32) Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(33) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
the quarter ended June 30, 1997.
(34) Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
the quarter ended June 30, 1997.
(35) Incorporated by reference to Exhibits 4.1, 4.2 and 4.3 of Registrant's
Registration Statement on Form S-8 (File No. 333-42247).
(36) Pertinent provisions are incorporated by reference to Exhibit 99 of
Registrant's Form 8-K Current Report dated March 6, 1998.
(d) Financial Statement Schedules - None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FLEET FINANCIAL GROUP, INC.
(Registrant)
/s/ Eugene M. McQuade /s/ Robert C. Lamb, Jr.
------------------------------------ ------------------------------------
Eugene M. McQuade Robert C. Lamb, Jr.
Vice Chairman and Controller and
Chief Financial Officer Chief Accounting Officer
Dated March 19, 1998 Dated March 19, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated.
/s/ Terrence Murray /s/ Raymond C. Kennedy
------------------------------------ ------------------------------------
Terrence Murray, Chairman, Raymond C. Kennedy, Director
Chief Executive Officer and Director
/s/ Joel B. Alvord /s/ Robert J. Matura
------------------------------------ ------------------------------------
Joel B. Alvord, Director Robert J. Matura, Director
/s/ William Barnet, III /s/ Arthur C. Milot
------------------------------------ ------------------------------------
William Barnet, III, Director Arthur C. Milot, Director
/s/ Bradford R. Boss /s/ Thomas D. O'Connor, Sr.
------------------------------------ ------------------------------------
Bradford R. Boss, Director Thomas D. O'Connor, Sr., Director
/s/ Stillman B. Brown /s/ Michael B. Picotte
------------------------------------ ------------------------------------
Stillman B. Brown, Director Michael B. Picotte, Director
/s/ Paul J. Choquette, Jr. /s/ Thomas C. Quick
------------------------------------ ------------------------------------
Paul J. Choquette, Jr., Director Thomas C. Quick, Director
/s/ Kim B. Clark /s/ Lois D. Rice
------------------------------------ ------------------------------------
Kim B. Clark, Director Lois D. Rice, Director
/s/ John T. Collins /s/ John R. Riedman
------------------------------------ ------------------------------------
John T. Collins, Director John R. Riedman, Director
/s/ James F. Hardymon /s/ Thomas M. Ryan
------------------------------------ ------------------------------------
James F. Hardymon, Director Thomas M. Ryan, Director
/s/ Marian L. Heard /s/ Samuel O. Thier
------------------------------------ ------------------------------------
Marian L. Heard, Director Samuel O. Thier, M.D., Director
/s/ Robert M. Kavner /s/ Paul R. Tregurtha
------------------------------------ ------------------------------------
Robert M. Kavner, Director Paul R. Tregurtha, Director
15
EXHIBIT 10(a)
FLEET FINANCIAL GROUP, INC.
Schedule of Persons who have entered into Change in Control Contracts
A. Benefit - 3x Base Plus Bonus:
Terrence Murray
Robert J. Higgins
H. Jay Sarles
Eugene M. McQuade
Michael R. Zucchini
David L. Eyles
M. Anne Szostak
William C. Mutterperl
Thomas O'Neill
John B. Robinson
B. Benefit - 2x Base Plus Bonus:
Anne Finucane
Peter C. Fitts
Richard Higginbotham
Robert B. Hedges
Brian T. Moynihan
Douglas L. Jacobs
Robert C. Lamb, Jr.
Hayden D. Watson
Timothy J. Conway
Roy E. Lowrance
Doris P. Meister
A. William Schenck
<PAGE>
AGREEMENT
AGREEMENT by and between FLEET FINANCIAL GROUP, INC., a Rhode Island
corporation (the "Company"), and __________________ (the "Executive"), dated as
of the ____ day of ______________, 199__.
WHEREAS, the Human Resources and Planning Committee (the "Committee") of
the Board of Directors of the Company (the "Board") has determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in Section
2) of the Company. The Committee believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive's full attention and dedication to the Company currently and in
the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other bank holding
companies. Therefore, in order to accomplish these objectives, the Committee has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The "Effective Date" shall be the first date during the "Change
of Control Period" (as defined in Section 1(b)) on which a Change of Control
occurs. Anything in this Agreement to the contrary notwithstanding, if the
Executive's employment with the Company is terminated or the Executive ceases to
be an officer of the Company prior to the date on which a Change of Control
occurs, and it is reasonably demonstrated that such termination of employment
(1) was at the request of a third party who has taken steps reasonably
calculated to effect the Change of Control or (2) otherwise arose in connection
with or anticipation of the Change of Control, then for all purposes of this
Agreement the "Effective Date" shall mean the date immediately prior to the date
of such termination of employment.
(b) The "Change of Control Period" is the period commencing on the
date hereof and ending on the earlier to occur of (x) the third anniversary of
such date and (y) the Executive's normal retirement under the Fleet Financial
Group, Inc. Pension Plan ("Normal Retirement Date"); provided, however, that
commencing on the date one year after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof is
hereinafter referred to as the "Renewal Date"), the Change of Control Period
shall be automatically extended without any further action by the Company or the
Executive so as to terminate three years from such Renewal Date; provided,
however, that if either the Company or the Executive shall give notice in
writing to the other, 120 days prior to the Renewal Date, stating that the
Change of Control Period shall not be extended, then the Change of Control
Period shall expire three years from the last effective Renewal Date.
<PAGE>
2. Change of Control. For the purpose of this Agreement, a "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
provided, further 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 Agreement, 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 Agreement 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).
(d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
Anything in this Agreement to the contrary notwithstanding, if an
event that would, but for this paragraph, constitute a Change of Control results
from or arises out of a purchase or other acquisition of the Company, directly
or indirectly, by a corporation or other entity in which the Executive has a
greater than ten percent (10%) direct or indirect equity interest, such event
shall not constitute a Change of Control.
<PAGE>
3. Employment Period. Subject to the terms and conditions hereof, the
Company hereby agrees to continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company, for the period commencing
on the Effective Date and ending on the earlier to occur of (x) the last day of
the twenty-fourth month following the month in which the Effective Date occurs,
and (y) the Executive's Normal Retirement Date (the "Employment Period").
4. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned
at any time during the 90-day period immediately preceding the Effective
Date and (B) the Executive's services shall be performed at the location
where the Executive was employed immediately preceding the Effective Date
or any office or location less than 35 miles from such location.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the
Employment Period it shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so long as
such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance
with this Agreement. It is expressly understood and agreed that to the
extent that any such activities have been conducted by the Executive prior
to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to
the Effective Date shall not thereafter be deemed to interfere with the
performance of the Executive's responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive
shall receive an annual base salary ("Annual Base Salary"), which shall be
paid at a bi-weekly rate, at least equal to twelve times the highest
monthly base salary paid or payable to the Executive by the Company and
its affiliated companies in respect of the twelve-month period immediately
preceding the month in which the Effective Date occurs. During the
Employment Period, the Annual Base Salary shall be reviewed at least
annually and shall be increased at any time and from time to time as shall
be substantially consistent with increases in base salary awarded in the
ordinary course of business to other peer executives of the Company and
its affiliated companies. Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement. Annual Base Salary shall not be reduced after
<PAGE>
any such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased. As used in
this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.
(ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
average annualized (for any fiscal year consisting of less than twelve
full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus (the "Average Annual
Bonus") paid or payable to the Executive by the Company and its affiliated
companies in respect of the three fiscal years immediately preceding the
fiscal year in which the Effective Date occurs. Each such Annual Bonus
shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded,
unless the Executive shall elect to defer the receipt of such Annual Bonus
pursuant to deferral plans of the Company.
(iii) Incentive, Savings and Retirement Plans. In addition to
Annual Base Salary and Annual Bonus payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment Period in
all incentive, savings and retirement plans, practices, policies and
programs applicable to other peer executives of the Company and its
affiliated companies, but in no event shall such plans, practices,
policies and programs provide the Executive with incentive, savings and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and
its affiliated companies for the Executive under such plans, practices,
policies and programs as in effect at any time during the one-year period
immediately preceding the Effective Date.
(iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company
and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans and programs)
and applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and
programs provide benefits which are less favorable, in the aggregate, than
the most favorable of such plans, practices, policies and programs in
effect at any time during the one-year period immediately preceding the
Effective Date.
(v) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated
companies in effect at any time during the one-year period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.
(vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans,
<PAGE>
practices, programs and policies of the Company and its affiliated
companies in effect at any time during the one-year period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.
(vii) Office and Support Staff. During the Employment Period,
the Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive personal secretarial
and other assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated
companies at any time during the one-year period immediately preceding the
Effective Date or, if more favorable to the Executive, as provided at any
time thereafter with respect to other peer executives of the Company and
its affiliated companies.
(viii) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable
plans, policies, programs and practices of the Company and its affiliated
companies as in effect at any time during the one-year period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.
5. Termination of Employment.
(a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of
"Disability" set forth below), it may give to the Executive written notice in
accordance with Section 12(b) of this Agreement of its intention to terminate
the Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Executive (the "Disability Effective Date"), provided that, within the 30
days after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Executive's employment
during the Employment Period for "Cause". For purposes of this Agreement,
"Cause" means (i) an act or acts of personal dishonesty taken by the Executive
and intended to result in substantial personal enrichment of the Executive at
the expense of the Company, (ii) repeated violations by the Executive of the
Executive's obligations under Section 4(a) of this Agreement which are
demonstrably willful and deliberate on the Executive's part and which are not
remedied in a reasonable period of time after receipt of written notice from the
Company or (iii) the conviction of the Executive of a felony involving moral
turpitude.
<PAGE>
(c) Good Reason. The Executive's employment may be terminated during
the Employment Period by the Executive for Good Reason. For purposes of this
Agreement, "Good Reason" means:
(i) the assignment to the Executive of any duties inconsistent
in any respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities
as contemplated by Section 4(a) of this Agreement, or any other action by
the Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
the Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which
is remedied by the Company promptly after receipt of notice thereof given
by the Executive;
(iii) the Company's requiring the Executive to be based at any
office or location other than that described in Section 4(a)(i)(B) hereof;
(iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company to comply with and satisfy
Section 11(c) of this Agreement.
For purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive. Anything in this Agreement to
the contrary notwithstanding, a termination by the Executive for any reason
during the 30 day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.
(d) Notice of Termination. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 15 days after the giving
of such notice). The failure by the Executive to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason shall not waive any right of the Executive hereunder or preclude the
Executive from asserting such fact or circumstance in enforcing the Executive's
rights hereunder.
(e) Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies
<PAGE>
the Executive of such termination and (ii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.
6. Obligations of the Company Upon Termination.
(a) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than the sum of the following obligations: (i) the
Executive's Annual Base Salary through the Date of Termination to the extent not
theretofore paid, (ii) the product of (A) the greater of (x) the Annual Bonus
paid or payable (and annualized for any fiscal year consisting of less than 12
full months or for which the Executive has been employed for less than 12 full
months) to the Executive for the most recently completed fiscal year during the
Employment Period, if any, and (y) the Average Annual Bonus (such greater amount
hereafter referred to as the "Highest Annual Bonus") and (B) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 and (iii) any accrued
vacation pay not yet paid by the Company (the amounts described in subparagraphs
(i), (ii) and (iii) are hereafter referred to as "Accrued Obligations"). All
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided by the Company and any of its affiliated companies
to surviving families of peer executives of the Company and such affiliated
companies under such plans, programs, practices and policies relating to family
death benefits, if any, as in effect with respect to other peer executives and
their families at any time during the one-year period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect on the date of the Executive's death with respect to other
peer executives of the Company and its affiliated companies and their families.
(b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive shall
be entitled after the Disability Effective Date to receive disability and other
benefits at least equal to the most favorable of those provided by the Company
and its affiliated companies to disabled executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect with respect to other peer executives and their
families at any time during the one-year period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families.
(c) Cause; Other Than for Good Reason. If the Executive's employment
shall be terminated for Cause or other than for Good Reason during the
Employment Period, this Agreement shall terminate without further obligations to
the Executive other than the obligation to pay to the Executive Annual Base
Salary through the Date of Termination to the extent theretofore unpaid. In such
case, such amounts shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.
<PAGE>
(d) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability, or if the Executive shall terminate employment
under this Agreement for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the
following amounts:
A. all Accrued Obligations; and
B. an amount equal to the product of (x) [three][two]
and (y) the sum of (i) Annual Base Salary and (ii) the Highest
Annual Bonus; and
C. a lump sum retirement benefit equal to the difference
between (a) the actuarial equivalent of the benefit under the Fleet
Financial Group, Inc. Pension Plan (the "Pension Plan"), as
supplemented by the Retirement Income Assurance Plan or any
successor to such plan (the "RIAP") and the Supplemental Executive
Retirement Plan or any successor to such plan (the "SERP"; and
together with the RIAP and the Pension Plan, collectively referred
to as the "Retirement Plans"), which the Executive would receive if
the Executive was fully vested in the Retirement Plans and the
Executive's employment continued at the compensation level provided
for in Sections 4(b)(i) and 4(b)(ii) for [three][two] years after
the Date of Termination, and such [three][two] additional years
shall be credited to the Executive for purposes of calculating the
Executive's age, final average salary and years of service accrued
under the Retirement Plans, provided, however, that any benefit to
the Executive under any one or more of the Retirement Plans shall
be included in the foregoing calculation only to the extent the
Executive participated in such Retirement Plans immediately prior
to the Effective Date, and (b) the actuarial equivalent of the
Executive's actual benefit (paid or payable), if any, under the
Retirement Plans; and
D. the Executive shall be entitled to receive a lump-sum
payment equal to (i) the employer matching contributions that the
Company would have made on the Executive's behalf to the Fleet
Financial Group, Inc. Savings Plan or other similar or successor
plan (the "Savings Plan") and the Executive Supplemental Plan
(assuming the maximum employee deferral election, and the maximum
employer matching contribution rate, permitted under each of the
Savings Plan and Executive Supplemental Plan) if the Executive's
employment continued at the compensation level provided for in
Section 4(b)(i) for [three][two] years, plus (ii) the amount, if
any, of his account in the Savings Plan which is forfeitable on the
Date of Termination; and
(ii) for [three][two] years after the Executive's Date of
Termination, or such longer period as any plan, program, practice or
policy may provide, the Company shall continue benefits to the Executive
and/or the Executive's family at least equal to those which would have
been provided in accordance with the applicable plans, programs, practices
and policies described in Section 4(b)(iv) of this Agreement as if the
Executive's employment had not been terminated or, if more favorable to
<PAGE>
the Executive, as in effect at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their
families. For purposes of determining eligibility of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies,
the Executive shall be considered to have remained employed until
[three][two] years after the Date of Termination and to have retired on
the last day of such period.
7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices, provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any other agreements with the Company or any of its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, policy, practice or program of
the Company or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program except as explicitly modified by this Agreement.
8. Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. The Company agrees to
pay, to the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive about
the amount of any payment pursuant to Section 9 of this Agreement), plus in each
case interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Internal Revenue Code of 1986, as amended (the "Code").
9. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 9(a), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but
<PAGE>
that the Executive, after taking into account the Payments and the Gross-Up
Payment, would not receive a net after-tax benefit of at least $50,000 (taking
into account both income taxes and any Excise Tax) as compared to the net
after-tax proceeds to the Executive resulting from an elimination of the
Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount
(the "Reduced Amount") such that the receipt of Payments would not give rise to
any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the
Payments, in the aggregate, shall be reduced to the Reduced Amount.
(b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by KPMG Peat
Marwick unless such firm shall be the accounting firm of the Company or any
affiliate of the Company at the Date of Termination, in which case such
determinations shall be made by an accounting firm of national standing agreed
to by the Company and the Executive (which may be KPMG Peat Marwick if agreed to
by the Executive), or, if the Company does not so agree within 10 days of the
Date of Termination, such an accounting firm shall be selected by the Executive
(the "Accounting Firm") which shall provide detailed supporting calculations
both to the Company and the Executive within 15 business days of the date such
firm is selected or such earlier time as is reasonably requested by the Company.
All fees and expenses to the Accounting Firm shall be borne solely by the
Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall
be paid by the Company to the Executive within five days of the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon the Company and the Executive. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 9(c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim
by an Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive receives
written notification of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:
(i) give the Company any information reasonably requested
by the Company relating to such claim;
(ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time,
provided, however, that
<PAGE>
the Company's selection of one or more attorneys to provide legal
representation with respect to such claim shall be subject to the
Executive's prior written approval;
(iii) cooperate with the Company in good faith in order to
contest such claim effectively; and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and provided, further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 9(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 9(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 9(c), a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
<PAGE>
10. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive' s employment with the Company,
the Executive shall not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 10 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this
Agreement.
11. Successors.
(a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
12. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Rhode Island, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
[Executive's Name and Address]
<PAGE>
If to the Company:
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Attention: General Counsel
or such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(e) The Executive's failure to insist upon strict compliance with
any provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.
(f) This Agreement contains the entire understanding of the Company
and the Executive with respect to the subject matter hereof and by entering into
this Agreement the Executive waives all rights he may have under the Company's
separation policy.
IN WITNESS WHEREOF, the Executive has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer
as of the day and year first above-written.
-----------------------------
[Executive's Name]
FLEET FINANCIAL GROUP, INC.
By
---------------------------
EMPLOYMENT AGREEMENT
AGREEMENT by and between The Quick & Reilly Group, Inc., a Delaware
corporation (the "Company") and Thomas C. Quick (the "Executive"), dated as of
the 16th day of September, 1997.
1. Employment Period. Subject to the consummation of the transactions
contemplated by the Agreement and Plan of Merger among the Company, Fleet
Financial Group, Inc. ("Fleet Financial") and Fleet Securities, Inc. ("Fleet
Securities") dated as of September 16, 1997 (the "Merger Agreement"), the
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to serve the Company subject to the terms and conditions of this Agreement, for
the period commencing on the closing date of the transactions contemplated by
the Merger Agreement (the "Commencement Date") and ending on the fifth
anniversary thereof (the "Employment Period").
2. Terms of Employment. (a) Position and Duties. (i) During the Employment
Period, the Executive shall serve in the capacity and with the reporting
relationship set forth on Exhibit A hereto with such authority, duties and
responsibilities as are commensurate with such position and as are consistent
with the Executive's authority, duties and responsibilities as in effect
immediately prior to the Commencement Date. The Executive shall serve on the
Executive Management Committee (the "Committee") of the Quick & Reilly division
of the Company (including Fleet Financial's brokerage business and investment
counselors sales business) (the "Q&R Division") which Committee shall have
responsibility for the operations of the Company and its subsidiaries,
including, without limitation, the determination of the Company's and its
subsidiaries', compensation policies. The Executive's duties shall be performed
in New York, New York.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the Executive
agrees to devote full attention and time during normal business hours to the
business and affairs of the Company and to use the Executive's reasonable best
efforts to perform such responsibilities in a professional manner. It shall not
be a violation of this Agreement for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement. It is expressly understood and agreed that to
the extent that any such activities have been conducted by the Executive prior
to the Commencement Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Commencement Date shall not thereafter be deemed to interfere with the
performance of the Executive's responsibilities to the Company.
(b) Compensation. (i) Base Salary and Annual Bonus. During the
Employment Period, the Executive shall receive an annual base salary (the
"Annual Base Salary") of $350,000 and, for each of calendar years 1998 and 1999,
an annual cash bonus (the "Annual Bonus") of $1,400,000, such that the sum of
the Annual Base Salary and the Annual Bonus shall
<PAGE>
be equal to the greater of (A) $1,750,000 (the "Total Compensation Guarantee")
and (B) the sum of the Annual Base Salary and Annual Bonus as determined by the
Committee in accordance with the Company's historic compensation plans and
practices including, but not limited to, the Company's Profit Sharing Bonus
Plan, as in effect immediately prior to the Commencement Date, as determined by
the Committee (the "Bonus Plan"). During the remainder of the Employment Period,
the Executive shall receive an Annual Bonus as determined by the Committee in
accordance with the Company's historic compensation plans and practices
including, but not limited to, the Bonus Plan.
(ii) Base Retention and Performance Payments. Subject to the
terms and conditions set forth below, the Executive shall be entitled to receive
payments based on the Executive's continued employment with the Company and on
the Company's growth in an aggregate amount of $4,166,700 (the "Aggregate Base
Payment"). The portion of the Aggregate Base Payment relating to retention shall
equal $2,083,350 (the "Retention Bonus"), and the portion of the Aggregate Base
Payment relating to the Company's growth shall equal $2,083,350 (the
"Performance Bonus"). The Retention Bonus shall vest ratably over a three-year
period commencing on January 1, 1998 and shall be payable in three equal
installments of $694,450 for each of the calendar years ending on December 31 of
1998, 1999 and 2000, with actual payment to be made no later than February 28 of
the following year. The Performance Bonus shall be payable in three equal
installments of $694,450 for each of the calendar years ending on December 31 of
1998, 1999 and 2000, with actual payment to be made no later than February 28 of
the following year, based on the achievement by the Company on a consolidated
basis with its subsidiaries of Pre-Tax Income (as defined below) of at least
$183,700,000 for calendar year 1998, at least $202,070,000 for calendar year
1999 and at least $222,277,000 for calendar year 2000, with $694,450 being paid
with respect to each year with respect to which such Pre-Tax Income target is
met. "Pre-Tax Income" shall mean the pre-tax income of the Q&R Division on a
consolidated basis determined in accordance with U.S. generally accepted
accounting principles (to the extent consistent with the functional reporting
required herein) without taking into account any one-time charges and expenses
related to the Merger (as defined in the Merger Agreement) (the "Merger"), any
one-time severance, restructuring or similar charges, and any expenses or
charges in the nature of management fees, overhead allocations or any similar
service or other similar fees payable or allocable to Fleet Financial or any of
its affiliated companies by the Q&R Division, including, but not limited to the
$40,000,000 pool payable with respect to the Base Retention and Performance
Payments and the $40,000,000 pool payable with respect to the Incentive Bonus
payments, except to the extent that Fleet Financial or any of its affiliated
companies provide services to the Q&R Division (e.g., payroll services, data
processing services) on terms reasonably acceptable to the Committee. In the
event that Fleet Financial reduces the capital of the Q&R Division below $425
million, the Company agrees that such Pre-Tax Income targets will be equitably
adjusted to reflect the loss of earnings from such withdrawn capital. Equitable
adjustments shall also be made in the event of any acquisitions, dispositions or
similar transactions. In determining Pre-Tax Income, it is assumed that the Q&R
Division's core business will be run consistent with past practice. If the
Company shall terminate the Executive's employment other than for Cause,
including by reason of the Executive's death or Disability, or the Executive
shall terminate employment for Good Reason, any unpaid portion of the Aggregate
Base Payment shall become fully vested and immediately payable.
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(iii) Incentive Bonus. Based on the terms set forth in this
Section 2(b)(iii), the Executive shall be entitled to receive special incentive
bonus payments from the aggregate bonus pool of $40,000,000 (the "Incentive
Bonus Pool"), with the actual payment amounts to be determined in the sole
discretion of the Chairman of the Company (the "Incentive Bonus"). One-third of
the Incentive Bonus Pool (the "Maximum Payout") shall be payable on February 28,
2001, if the average Pre-Tax Income of the Company for the years 1998, 1999 and
2000 ("First Period Pre-Tax Income") is at least $265,286,458. If First Period
Pre-Tax Income is less than $243,152,000, no Incentive Bonus shall be payable on
February 28, 2001. If First Period Pre-Tax Income is equal to $243,152,000,
one-sixth of the Incentive Bonus Pool (the "Minimum Payout") shall be payable.
If First Period Pre-Tax Income is greater than $243,152,000 but less than
$265,286,458, the portion of the Incentive Bonus Pool that is payable shall
equal the Minimum Payout plus the product of (A) the difference between the
Maximum Payout, and the Minimum Payout and (B) a fraction, the numerator of
which is equal to the amount by which First Period Pre-Tax Income exceeds
$243,152,000 and the denominator equal to 22,134,458. The Maximum Payout shall
be payable on February 28, 2002, if the average Pre-Tax Income of the Company
for the years 1999, 2000 and 2001 ("Second Period Pre-Tax Income") is at least
$331,608,073. If Second Period Pre-Tax Income is less than $291,782,400, no
Incentive Bonus shall be payable on February 28, 2001. If Second Period Pre-Tax
Income is equal to $291,782,400, the Minimum Payout shall be payable. If Second
Period Pre-Tax Income is greater than $291,782,400 but less than $331,608,073,
the portion of the Incentive Bonus Pool that is payable shall equal the Minimum
Payout plus the product of (A) the difference between the Maximum Payout and the
Minimum Payout and (B) a fraction, the numerator of which is equal to the amount
by which First Period Pre-Tax Income exceeds $291,782,400 and the denominator
equal to 39,825,673. The Maximum Payout shall be payable on February 28, 2002,
if the average Pre-Tax Income of the Company for the years 1999, 2000 and 2001
("Third Period Pre-Tax Income") is at least $414,510,091. If Third Period
Pre-Tax Income is less than $350,138,880, no Incentive Bonus shall be payable on
February 28, 2002. If Third Period Pre-Tax Income is equal to $350,138,880, the
Minimum Payout shall be payable. If Third Period Pre-Tax Income is greater than
$350,138,880 but less than $414,510,091, the portion of the Incentive Bonus Pool
that is payable shall equal the Minimum Payout plus the product of (A) the
difference between the Maximum Payout and the Minimum Payout and (B) a fraction,
the numerator of which is equal to the amount by which Third Period Pre-Tax
Income exceeds $350,138,880 and the denominator equal to 64,371,211. The Company
may, in its sole discretion, pay out any remaining unpaid portion of the
Incentive Bonus at any time, discounted to present value at a rate of 15% in
satisfaction of its obligations pursuant to this Section 2(b)(iii) (the "Buyout
Option").
(iv) Savings and Retirement Plans. During the Employment
Period, the Executive shall be eligible to participate in all savings and
retirement plans, practices, policies and programs of the Company in which the
Executive participated immediately prior to the Commencement Date, or, in the
Executive's sole discretion, to the extent permitted by law and provided that
the Executive's participation shall not cause any such plan to lose its
tax-qualified status, such plans as are generally applicable to peer executives
of Fleet Financial and its affiliated companies, other than the Company, (the
"Fleet Plans"), provided, that in no event shall the Executive be entitled to
receive duplicate benefits. For purposes of all Fleet Plans which the Executive
elects to participate in, the Executive shall receive full credit for all prior
service with
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<PAGE>
the Company for purposes of eligibility to participate and receive benefits and
vesting but not for benefit accruals in any Fleet retirement plan.
(v) Welfare and Other Benefit Plans. During the Employment
Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible for participation in and shall receive all benefits under welfare,
fringe, change of control protection, vacation and other similar benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, employee life, group
life, accidental death and travel accident insurance plans and programs), or, in
the Executive's sole discretion, to the extent permitted by law and provided
that the Executive's participation shall not cause any such plan to lose its
tax-qualified status, such Fleet Plans as are generally applicable to peer
executives of Fleet Financial and its affiliated companies. With respect to
Fleet Financial's welfare benefit plans which the Executive elects to
participate in, Fleet Financial shall cause any Fleet Plan to waive any
preexisting condition exclusions and actively-at-work requirements thereunder
with respect to the Executive and the Executive's eligible dependents and shall
ensure that any covered expenses incurred on or before the date the Executive's
and/or the Executive's family's participation commences shall be taken into
account for purposes of satisfying applicable deductible, coinsurance and
maximum out-of-pocket provisions after the date participation commences.
(vi) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable business,
travel and entertainment expenses incurred by the Executive, in accordance with
the policies of the Company as in effect immediately prior to the Commencement
Date.
(vii) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits, including, without limitation,
payment of the annual dues and fees for the Executive's membership at the clubs
of the Executive's choice and the Company's continued sponsorship of a
charitable contribution policy, on the same basis as was provided immediately
prior to the Commencement Date. In addition, the Executive shall have use of the
Company's corporate aircrafts and the Company shall make the Executive whole for
any taxes payable by the Executive as a result of personal use of any such
corporate aircraft, each on the same basis as was provided immediately prior to
the Commencement Date.
(viii) Split-Dollar Life Insurance. During the Employment
Period, the Company shall pay the premiums for the cost of a split-dollar life
insurance policy in effect for the benefit of the Executive, on the same basis
as was provided immediately prior to the Commencement Date.
(ix) New York Stock Exchange Seat. Immediately prior to the
Commencement Date, the Company shall take all necessary actions to sell to the
Executive a seat on the New York Stock Exchange at a purchase price of
$1,000,000, which the Executive shall lease back to the Company immediately
following the Commencement Date for an annual price of $160,000 based on terms
and conditions that are no less favorable to the Executive than those obtainable
in an arm's length transaction.
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<PAGE>
(x) Indemnity. The Executive shall be indemnified by the
Company against claims arising in connection with the Executive's status as an
employee, officer, director or agent of the Company in accordance with the
Company's indemnity policies for its senior executives, subject to applicable
law.
(xi) Vacation. During each year of the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the Company's
vacation policy for senior executives as in effect immediately prior to the
Commencement Date.
3. Termination of Employment. (a) Death or Disability. The Executive's
employment shall terminate automatically upon the Executive's death during the
Employment Period. If the Company determines in good faith that the Disability
of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written
notice in accordance with Section 10(b) of this Agreement of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), provided that, within
the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.
(b) Cause. The Company may terminate the Executive's employment during the
Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:
(i) any conviction of, or a plea of guilty or no contest to,
any charge of embezzlement, theft or fraudulent act, or any felony, which would
reasonably be expected to be materially detrimental to the business, operations,
reputation or financial condition of the Company, or
(ii) any material breach by the Executive of Section 7 hereof,
provided that, to the extent any such breach is curable, the Company shall give
the Executive notice thereof and a reasonable opportunity to cure, or
(iii) continued failure to perform or habitual neglect of or
willful misconduct in performing the duties that the Executive is required to
perform under this Agreement (after the Company has given the Executive notice
thereof and a reasonable opportunity to cure), or
(iv) if the Executive commits any material act of fraud in the
performance of his duties during the course of his employment.
Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until there shall have been
delivered to the Executive a copy
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<PAGE>
of a resolution duly adopted by the Board of Directors of the Company at a
meeting of the Board of Directors of the Company called and held for such
purpose (after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel, to be heard before the Board
of Directors of the Company), finding that in the good faith opinion of the
Board of Directors of the Company, the Executive was guilty of the conduct set
forth in clause (i) or (ii) of this Section 3(b) and specifying the particulars
thereof.
(c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean a material breach by the Company of any material provision of this
Agreement, after the Executive has provided the Company with notice thereof and
a reasonable opportunity to cure such breach.
(d) Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" means if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such termination and (iii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.
4. Obligations of the Company upon Termination. (a) Good Reason; Other
Than for Cause. If, during the Employment Period, the Company shall terminate
the Executive's employment other than for Cause, including by reason of the
Executive's death or Disability, or the Executive shall terminate employment for
Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the amounts
set forth in clauses A and B below:
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<PAGE>
A. the sum of (1) the Executive's Annual Base Salary through
the Date of Termination to the extent not theretofore paid, (2) the
product of (x) the Total Compensation Guarantee (less any Annual
Base Salary paid from January 1 of the year of termination through
the Date of Termination and any Annual Base Salary payable pursuant
to clause (1) above) and (y) a fraction (the "Proration Fraction"),
the numerator of which is the number of days in the current calendar
year through the Date of Termination, and the denominator of which
is 365 and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) to the
extent not theretofore paid (the sum of the amounts described in
clauses (1), (2), and (3) shall be hereinafter referred to as the
"Accrued Obligations"); and
B. the amount equal to the product of (1) the number of years
(including fractions thereof) remaining from the Date of Termination
until the end of the Employment Period and (2) the Total
Compensation Guarantee; and
(ii) any unpaid portion of the Aggregate Base Payment shall become
fully vested and immediately payable;
(iii) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is entitled to
receive under any plan, program, policy or practice or contract or
agreement of the Company and its affiliated companies but excluding
payments pursuant to Section 2(b)(iii) and payments pursuant to severance
plans (such other amounts and benefits shall be hereinafter referred to as
the "Other Benefits").
(b) Cause; Other than for Good Reason. If the Executive's employment
shall be terminated for Cause or the Executive terminates employment without
Good Reason during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive (x) Accrued Obligations less the amount determined under Section
4(a)(i)A(2) hereof, and (y) Other Benefits, in each case to the extent
theretofore unpaid.
5. Certain Additional Payments by the Company. (a) Anything in this
Agreement to the contrary notwithstanding, in the event that the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason or the Company exercises its Buyout Option and it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 5) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code or any
corresponding provisions of state or local tax laws, or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes (including any
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<PAGE>
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.
(b) Subject to the provisions of Section 5(c), all determinations
required to be made under this Section 5, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Price
Waterhouse LLP or such other certified public accounting firm as may be
designated by the Executive (the "Accounting Firm"), which shall provide
detailed supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive that there has been a
Payment, or such earlier time as is requested by the Company. All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any
Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to Section 5(c) and the
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim, the
Executive shall:
(i) give the Company any information reasonably requested by the
Company relating to such claim,
(ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect
to such claim by an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order effectively
to contest such claim, and
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(iv) permit the Company to participate in any proceedings relating
to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 5(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such Contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or Contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 5(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 5(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 5(c), a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
6. Arbitration. The Company and the Executive agree that any disputes with
respect to this Agreement shall be subject to binding arbitration in New York,
New York in accordance with the rules of the New York Stock Exchange. The
proceedings and the results of such arbitration shall be treated as confidential
information subject to Section 7(a) hereof. The Company agrees to pay for the
costs of arbitration and shall reimburse the Executive for the Executive's
reasonable attorney's fees.
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7. Confidential Information/Noncompetition/Nonsolicitation. (a) The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company or
any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process
(provided the Company has been given notice of and opportunity to challenge or
limit the scope of disclosure purportedly so required), communicate or divulge
any such information, knowledge or data to anyone other than the Company and
those designated by it.
(b) While employed by the Company and its affiliated companies,
and in the event of a termination of the Executive's employment hereunder for
any reason (other than termination by the Company without Cause), for one year
thereafter, the Executive will not directly or indirectly, own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as an officer, employee, partner, director or otherwise with, or
have any financial interest in, any business which is in competition with the
business conducted by the Company in any geographic area where such business is
being conducted during such period. Ownership, for personal investment purposes
only, of less than 5% of the voting stock of any publicly held corporation shall
not constitute a violation hereof.
(c) While employed by the Company or any of its affiliated companies
and for one year after the Executive's termination of employment, the Executive
will not, directly or indirectly, solicit for employment by other than the
Company any person employed by the Company or its affiliated companies at the
effective time of the Merger, nor will the Executive, directly or indirectly,
solicit for employment by other than the Company any person known by the
Executive to be employed at the time by the Company or its affiliated companies.
(d) The provisions of Section 7(b) and (c) shall remain in full
force and effect until the expiration of the period specified herein
notwithstanding the earlier termination of the Executive's employment hereunder.
8. Specific Performance. The Executive acknowledges that a violation on
the Executive's part of any of the covenants contained in Section 7 hereof would
cause immeasurable and irreparable damage to the Company. Accordingly, the
Executive agrees that the Company shall be entitled to injunctive relief in any
court of competent jurisdiction for any actual or threatened violation of any
such covenant in addition to any other remedies it may have. The Executive
agrees that in the event that any arbitrator or court of competent jurisdiction
shall finally hold that any provision of Section 7 hereof is void or constitutes
an unrestriction against the Executive, the provisions of such Section 7 shall
not be rendered void but shall apply to such extent as such arbitrator or court
may determine constitutes a reasonable restriction under the circumstances.
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9. Successors. (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
10. Miscellaneous. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of [New York], without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
If to the Company: Fleet National Bank
75 State Street, 33rd Floor
Boston, MA 02110
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The Company's obligation to make the payments provided for in
this Agreement and otherwise to perform obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others, other than
claims for a breach of Section 7 of this Agreement. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment.
-11-
<PAGE>
(d) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(e) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(f) On and after the Commencement Date, this Agreement shall
supersede any other agreement between the parties or between the Company and the
Executive with respect to the subject matter hereof.
-12-
<PAGE>
EXHIBIT A
---------
Executive's Name: Thomas C. Quick
Position: President, Chief Operating Officer - The Quick
& Reilly Group, Inc.
Reporting Relationship: Chief Executive Officer of Quick & Reilly
Group, Inc. and the Vice Chairman or equivalent
officer of Fleet Financial Group, Inc.
<PAGE>
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board of Directors, the Company has
caused these presents to be executed in its names on its behalf, all as of the
day and year first above written.
/s/ Thomas C. Quick
------------------------------------
THOMAS C. QUICK
THE QUICK & REILLY GROUP, INC.
/s/ Leslie C. Quick, Jr.
------------------------------------
By: Leslie C. Quick, Jr.
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT 10(z)
AGREEMENT
AGREEMENT by and between FLEET FINANCIAL GROUP, INC., a Rhode Island
corporation (the "Company"), and TERRENCE MURRAY (the "Executive"), dated as of
December 17, 1997.
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its stockholders
for the Company to enter into this Agreement as part of a retention strategy for
the Executive and in recognition of his invaluable contributions to the
Company's success in developing, implementing and managing the strategy of
growth and diversification.
NOW THEREFORE, the Company and the Executive agree as follows:
1. Relationship to Restated Agreement. The Company and the Executive have
entered into a certain Amended and Restated Agreement dated as of the 15th day
of October, 1997 (the "Restated Agreement"), a copy of which is attached hereto.
This Agreement does not replace the Restated Agreement (or any other agreements
between the Company and the Executive). All provisions of the Restated Agreement
will continue in full force and effect, in accordance with their terms.
2. Retirement Stock Units.
(a) Award. The Company hereby makes an immediate award of 825,000
Retirement Stock Units (individually an "RSU" and collectively the "RSUs") to
the Executive. Following exercise as provided herein, each RSU evidences a right
to receive a cash payment equal to the RSU's Exercise Value. The "Exercise
Value" of an RSU is the difference between its Award Value and its Termination
Value. The "Award Value" is $74.03, the average price of one share of Company
common stock on December 17, 1997, and the "Termination Value" of an RSU is the
average price of one share of Company common stock on the date of exercise of
such RSU.
The number of RSU's awarded hereunder and the Award Value will be
appropriately adjusted to reflect any increase or decrease in the number of
issued shares of common stock of the Company resulting from subdivision or
consolidation of shares or other capital adjustments, payment of a stock
dividend, or any other increase or decrease in the number of issued shares
effected without the receipt of consideration by the Company.
(b) Vesting. The Executive will be vested in RSU's awarded hereunder only
in accordance with the provisions of this subsection (b).
(i) If the Executive is still an employee of the Company (or any of its
affiliates) on August 1, 2001, or if prior to August 1, 2001 the Executive
terminates employment with the Company because of involuntary termination
by the Company without Cause, the Executive will be fully vested in all
RSUs awarded hereunder.
(ii) If, prior to August 1, 2001, the Executive terminates employment with
the Company because of the Executive's death, Disability, or voluntary
termination of employment by the Executive for Good Reason, the Executive
shall be vested in a fraction of the total number of RSUs awarded. The
numerator of the fraction will be the number of days between December 17,
1997 and the date of the Executive's termination of employment, and the
denominator will
1
<PAGE>
be 1323 (the total number of days between December 17, 1997 and August 1,
2001). Notwithstanding the foregoing, the Human Resources and Planning
Committee of the Board (the "Committee", which shall include any successor
committee of the Board performing the functions of the Human Resources and
Planning Committee) may increase (but may not decrease) the number of RSUs
that are vested upon any such termination.
(iii) If, prior to August 1, 2001, the Executive terminates employment
with the Company because of involuntary termination by the Company for
Cause or voluntary termination of employment by the Executive without Good
Reason, the Executive will not be vested in any RSUs awarded, and all RSUs
awarded to the Executive hereunder will be forfeited.
(iv) If a Change-in-Control of the Company occurs prior to the termination
of the Executive's employment with the Company, all RSUs will immediately
become fully vested and will not thereafter be subject to forfeiture for
any reason. For this purpose, a "Change-in-Control of the Company" has the
same definition as is found in Section 2 of the Restated Agreement (as in
effect on the date hereof).
(v) "Cause" is defined as (A) an act or acts of personal dishonesty taken
by the Executive and intended to result in substantial personal enrichment
of the Executive at the expense of the Company, (B) repeated violations by
the Executive of the Executive's obligations under Section 4(a) of the
Restated Agreement (as in effect on the date hereof) which are
demonstrably willful and deliberate on the Executive's part and which are
not remedied in a reasonable period of time after receipt of written
notice from the Company, or (C) the conviction of the Executive of a
felony involving moral turpitude. No act or acts by the Executive
described in clause (A) or (B) of the preceding sentence will constitute
Cause unless so determined by the affirmative vote of 60% or more of the
members of Company's Board after the Executive has been provided with an
opportunity to present to the Board the Executive's formal explanation of
the act or acts at issue; and no such act or acts shall constitute Cause
if such conduct shall cease, and in the case of any funds obtained by the
Executive through acts described in such clause (A) such funds have been
restored to the Company, within 15 days after the Executive has received
written notice of the Board's determination. "Good Reason" is defined as
(A) a material reduction in the Executive's base compensation, (B) the
Executive, by action of the Company, no longer holds the title and
exercises the duties and authorities of one of the following, Chairman,
Chief Executive Officer or President of the Company, or (C) a material
breach of this Agreement by the Company occurs and is not reversed within
15 days after written notice from the Executive to the Company.
"Disability" has the same definition as is found in Section 5(a) of the
Restated Agreement (as in effect on the date hereof); and the date of the
Executive's termination of
2
<PAGE>
employment due to Disability hereunder will be the same as the "Disability
Effective Date" as defined in such Section 5(a).
(c) Exercise and Payment of RSUs.
(i) Any vested RSUs may be exercised beginning on the date that such RSUs
vest and ending on a date one year after the Executive's termination of
employment with the Company (and all of its affiliates). Any vested RSUs
that have not previously been exercised will be deemed to have been
exercised on the business day coinciding with or next preceding the date
one year after the Executive's termination of employment with the Company
(and all of its affiliates) if the Exercise Value on such date is
positive; if the Exercise Value on such date is negative, the unexercised
RSUs will expire. RSUs must be exercised by either the Executive, or the
Executive's guardian or legal representative (in the event of the
Executive's incompetency), or the Executive's executor or administrator
(in the event of the Executive's death), or by any of the transferees
identified in subsection (d) next below ("Permitted Transferees") with
respect to any RSUs transferred to such a Permitted Transferee.
Vested RSUs will be exercised by signed written notice to the Company
stating the number of RSUs exercised and the date of exercise, which may
be any date not earlier than the date that such notice is filed with the
Company and not later than the date one year after the Executive's
termination of employment with the Company (and all of its affiliates).
(ii) Subject to subsection (iii) below, the amount payable in respect any
RSU exercised hereunder shall be payable in cash on the later of (A) a
date that is as soon as practicable after exercise or (B) the Executive's
62nd birthday. Notwithstanding the preceding sentence, the person holding
an RSU may elect that payment of such amount will either (A) be deferred
to a specified date or (B) be paid pursuant to a specified installment
schedule, provided that, to be effective, any such election must be made
at least one year before the date that payment would have been due under
the preceding sentence absent the election. The deferred payment date or
the last installment payment date cannot be later than 11 years from the
date payment would have been made had no deferral or installment schedule
election been made. Any such election must be in writing, signed by the
person holding the RSU, and filed with the Company. The amount payable in
respect of any exercised RSU shall, if not paid immediately, earn interest
starting on the day after the exercise date and ending on the day before
payment; such interest will be at the prime rate of Fleet National Bank
(or its successor) in effect from time to time.
If in connection with the exercise of RSUs the Executive or a Permitted
Transferee made a deferral or installment schedule election under the
preceding paragraph, and he incurs a serious financial hardship, such
person may apply to the Committee for an accelerated distribution of the
amount needed to alleviate the financial hardship. The Committee in its
discretion may approve such request, and the Company will then pay the
amount approved as soon as practicable. For this purpose, financial
hardship will be limited to unexpected and unreimbursed major expenses
resulting from illness or injury to person or casualty to property, or
other types of unforeseeable and unreimbursed major expenses that would
not normally be budgetable; financial hardship will not include
foreseeable expenses such as cost of purchase of a residence (including
down payment), college or university expenses, or similar expenses.
(iii) Notwithstanding subsection (ii), no amount will be payable in
respect of exercised RSUs at any time when the Executive is still an
employee of the Company (or any of its affiliates). If any payment in
respect of exercised RSUs that would otherwise be made hereunder is
prohibited by the preceding sentence, such payment will be made as soon as
practicable after the
3
<PAGE>
Executive's termination of employment with the Company (and all of its
affiliates). Similarly, if the commencement of any series of installment
payments that would otherwise have started hereunder is so prohibited,
such installment payments will begin as soon as practicable after the
Executive's termination of employment with the Company (and all of its
affiliates) and will be paid over the length of time originally elected.
(d) Restrictions on Transferability of RSUs. The RSUs granted hereunder
may not be transferred or assigned by the Executive other than by will or the
laws of descent and distribution or by gratuitous transfer or assignment by the
Executive to any individual, trust or other entity that is a "Permissible
Transferee" as defined in the Company's policy on transferable stock options (as
in effect from time to time).
(e) Noncompetition Covenant.
(i) The Executive agrees that, during the two year period immediately
following the Executive's termination of employment with the Company (and
all of its affiliates), the Executive will not, without the written
consent of the Company, provide substantial services (whether as an
employee, officer, director or consultant) to any business organization or
other entity that is a Competitor of the Company (or its affiliates). For
this purpose, a "Competitor" means a national or regional bank or
financial services provider with significant national or regional market
share, that provides services or products that compete with services or
products provided by the Company (or its affiliates) in geographical areas
where the Company (or its affiliates) provides such services or products.
Thus, by way of illustration and not by way of limitation, the Executive's
performing substantial services for a small community bank after his
termination of employment from the Company (and its affiliates) would not
violate this noncompetition covenant. In addition, it will not be a
violation of this noncompetition covenant for the Executive to continue
serving as a member of any board of directors that the Executive is
serving on as of the date of the execution of this Agreement.
(ii) The Company's sole remedies if the Executive violates the foregoing
subsection (i) will be (A) the forfeiture by the Executive of all
unexercised RSUs and the forfeiture of any unpaid amounts in respect of
exercised RSUs and/or (B) the Company's seeking and enforcing an order
from a court of competent jurisdiction, which order compels the
Executive's specific performance of the Executive's obligations under such
subsection (i) but which does not require payment of monetary damages or
penalties by the Executive (other than monetary penalties that may be
assessed by the court against the Executive for contempt in disobeying
such a court order). No such forfeiture will occur or such an order sought
by the Company until the Executive has been provided with written notice,
authorized by the Board, of the conduct alleged to have violated
subsection (i) and the alleged conduct continues for more than 15 days
after receipt of such written notice by the Executive. No such notice will
be authorized by the Board until the Executive has been provided with an
opportunity to be heard by the Board concerning such alleged violation and
a 60% majority of the Board has voted in favor of authorizing such notice.
(iii) Notwithstanding subsections (i) and (ii) above, this subsection (f)
shall immediately terminate and shall have no further effect upon the
occurance in Change-in-Control of the Company.
(f) Other Compensation. The Executive acknowledges that the RSUs awarded
herein are
4
<PAGE>
intended to replace any and all stock options that would or might have been
awarded to the Executive after December 17, 1997. Except as specified in the
preceding sentence, it is intended that award of RSUs, and the Company's
acquisition and maintenance of a life insurance policy under Section 3, shall
not replace or supersede any compensation or benefits to which Executive is
entitled, under the Restated Agreement or otherwise, or preclude the Board in
its discretion from awarding other forms or amounts of compensation to
Executive.
(g) Nature of Company's Obligation. Nothing in this Agreement will be
construed to create a trust or to obligate the Company to segregate a fund,
purchase an insurance contract or other investment, or in any other way
currently to fund the future payment of amounts due in respect of RSUs. The
rights of the Executive or any other person to the payment of amounts in respect
of RSUs hereunder will be solely those of a general, unsecured creditor of the
Company.
Notwithstanding the preceding paragraph, the Company may establish a trust
of which it is treated as the owner under Section 671 of the Internal Revenue
Code (a "Grantor Trust") (or may utilize an existing such trust established by
the Company) for the payment of amounts due in respect of RSUs, subject to such
terms and conditions as the Company may deem necessary or advisable to insure
that benefits are not includible, by reason of such Grantor Trust, in the
taxable income of the Executive or other recipient before actual payment, and
that the existence of the trust does not cause the benefits provided by this
Section 2 of the Agreement to be considered funded for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
However, in the event of a Change-in-Control of the Company, the Company will
establish a Grantor Trust (or utilize an existing such trust) to fund the
payment of amounts due in respect of RSUs hereunder (subject to the claims of
the Company's creditors). The Company will contribute to such trust an amount
equal to the sum of (A) the Exercise Value of all unexercised RSUs as if the
date of the Change-in-Control of the Company were the date of exercise of all
such unexercised RSUs, and (B) the amount payable in respect of all exercised
RSUs as if the date of the Change-In-Control of the Company were the date for
payment. On a periodic basis thereafter (not less frequently than quarterly),
the Company will redetermine the contribution amount called for under the
preceding sentence as if the redetermination date were a Change-in Control of
the Company, and will contribute an amount equal to the increase (if any)
between the amount as so redetermined and the amount determined as of the
original Change-in-Control of the Company or the most recent previous
redetermination.
5
<PAGE>
3. Split Dollar Life Insurance Policy.
(a) Acquisition and Premium Payment. As soon as practicable after the date
of this Agreement, the Company will acquire a life insurance policy (the
"Policy") providing a death benefit of at least the Death Benefit described
below upon the death of the survivor of the Executive or the Executive's wife,
Suzanne Murray (his "Wife"). The Company will select a reputable and financially
sound insurance company or companies to issue the Policy (if the Company selects
more than one insurance company to issue a life insurance contract pursuant to
the requirements of this subsection (a), all such life insurance contracts are
referred to collectively as the Policy herein). When the Policy is acquired, an
attachment identifying the Policy will be attached to this Agreement. The
Company will pay all premiums necessary to acquire the Policy and maintain it in
force, and will if requested provide evidence of such payment to the Executive.
Unless pursuant to subsection (b) next below the Executive's vested interest is
reduced to zero, the Company shall be unconditionally obligated to pay premiums
for the Policy when due in order to keep the Policy in force. Except as
specifically provided in subsection (b)(i) below, the requirements of this
Section 3 shall not be subject to, or conditioned upon, the Executive's
performance under this Agreement. Further, the Company's obligation to pay
premiums shall not be subject to any right of setoff or counterclaim that the
Company may have, for any reason, against the Executive.
The "Death Benefit" shall equal:
(i) $20 million; plus
(ii) An additional $25 million in the event that the Death Benefit
is includable in the estate of the Executive or his Wife for
federal estate tax purposes as a result of the Executive and
his Wife both dying within three years after the Executive has
irrevocably assigned his rights under this Section 3 pursuant
to subsection (g) below, but only on the following conditions:
(A) The Company is able to obtain insurance coverage for
this three year period in such additional amount, by
rider or otherwise. The Company will use its best
efforts to obtain such coverage. For this purpose, "best
efforts" does not impose or imply any cap on the amount
the Company will pay as an additional premium for such
coverage; and
(B) The Executive completes such an irrevocable assignment
within ten business days after the day he receives
notice that the Policy has been delivered to the
Company.
(b) Vesting.
(i) If prior to August 1, 2001, the Executive voluntarily terminates
employment with the Company (and all of its affiliates) without Good
Reason or the Executive is terminated by the Company for Cause, the
Executive's vested interest in the Death Benefit will equal zero.
(ii) If the Executive continues in the employment of the Company (or
any of its
6
<PAGE>
affiliates) until August 1, 2001, or if prior to that date either the
Executive terminates employment with the Company due to death or
Disability or for Good Reason, or the Executive's employment is terminated
by the Company without Cause, or a Change-in-Control of the Company
occurs, the Executive's vested interest will be the right to payment of
the Death Benefit under the Policy upon the death of the survivor of the
Executive and his Wife.
(c) Company's Ownership Interest. The Company will be the owner of record
of the Policy and will endorse the right to designate the beneficiary (and
contingent beneficiary) of and the settlement option for payment of the Death
Benefit to the Executive or the Executive's assignee. The Company agrees to
complete, execute and file with the issuer of the Policy such forms of
endorsement, designation of beneficiary or other documentation necessary to
effectuate such endorsement as to the portion of the Policy death benefit equal
to the Death Benefit (subject to the provisions of this Agreement). Unless the
Executive has irrevocably assigned his interest under the Policy, the Executive
will have the right to designate the beneficiary or beneficiaries and the
settlement option for payment of such death benefits. The Company shall have
sole ownership interest in that portion of the Policy's death benefit that is in
excess of the amount endorsed to the Executive's beneficiary or the beneficiary
of the Executive's assignee hereunder.
Except as provided herein, the Company may exercise all ownership rights
under the Policy. Unless the vested amount of death benefit becomes zero in
accordance with subsection (b)(i) next above, the Company will not exercise
ownership rights in a way that will or could result in the reduction of the
death benefits payable upon the death of the survivor of Executive or his Wife
to the Executive's beneficiary or to Executive's assignee's beneficiary below
the Death Benefit. In addition, the Company will not sell, assign, transfer,
surrender or cancel the Policy, or take any other action with respect to the
Policy that would be inconsistent with the Company's obligations under this
Section 3 or that could reasonably be expected to jeopardize the payment of the
Death Benefit to the Executive's beneficiary or the Executive's assignee's
beneficiary hereunder (subject to the subsection (b)(i) above).
(d) Tax Gross-Up Payments. The Company will pay to the Executive (or his
Wife or, if applicable, his or her estate or any trust or other assignee of the
Executive's right, title and interest pursuant to subsection (g) below) each
year an amount equal to (i) the federal and (if applicable) state income taxes
owed by such taxpayer on the imputed income under applicable tax rules generated
by the Company's payment of premiums with respect to the Policy, (ii) any
federal and (if applicable) state income taxes owed as a result of the payments
under this subsection (d).
(e) Purchase of Policy. If the Executive terminates employment with the
Company (and all its affiliates) as described in subsection (b)(i) above, the
Executive (or the assignee of the Executive's interest) will for a period of 60
days after the date of such termination have the right to purchase the Policy
from the Company. The purchase price for the Policy will be the amount of the
premium payments made by the Company hereunder, reduced by any dividends or loan
proceeds received by the Company under the Policy, with interest on such
advanced amount at the prime rate of Fleet National Bank (or its successor) in
effect from time to time. Upon receipt of such purchase price, the Company shall
transfer all of its right, title and interest in and to the Policy to the
Executive (or his assignee) by the execution and delivery of an appropriate
instrument of transfer.
If the Executive (or his assignee) fails to exercise such right to
purchase within such 60-day period, then the Company may exercise all of its
ownership rights in the Policy in its unfettered
7
<PAGE>
discretion, including but not limited to the right to surrender the Policy, and
neither the Executive or his assignee shall have any further interest in and to
the Policy under this Agreement.
(f) Insurer Not a Party. The insurance company issuing the Policy shall be
fully discharged from its obligations under the Policy by payment of the Policy
death benefit to the beneficiary or beneficiaries named in the Policy, subject
to the terms and conditions of the Policy (including any endorsement thereon
filed with the insurance company). In no event shall the insurance company be
considered a party to this Agreement, or any modification or amendment hereof.
(g) Assignment by Executive. Notwithstanding any provision hereof to the
contrary, the Executive shall have the right absolutely and irrevocably to
assign by gift all of his right, title and interest under this Section 3 of the
Agreement. This right shall be exercisable by the execution and delivery to the
Company of a written assignment. Upon receipt of such written assignment
executed by the Executive, the Company shall thereafter treat the Executive's
assignee as the sole owner of all of the Executive's right, title and interest
under Section 3 of this Agreement and in and to the Policy. Thereafter, the
Executive shall have no right, title or interest under Section 3 of this
Agreement or the Policy, all such rights being vested in and exercisable only by
such assignee.
(h) ERISA matters. The provisions of this subsection (h) shall apply only
if and to the extent that it is determined that the benefits provided under this
Section 3 constitute an employee welfare benefit plan for purposes of ERISA.
(i) The Company is hereby designated as the named fiduciary under
this Section 3. The named fiduciary shall have authority to control and
manage the operation and administration of this Section 3, and it shall be
responsible for establishing and carrying out a funding policy and method
consistent with the objectives of this Section 3.
(ii) Any claim for a benefit under this Section 3 will be reviewed
and determined under procedures that satisfy the applicable requirements
of ERISA and regulations thereunder for the determination of claims.
4. Miscellaneous.
(a) Tax Gross Up. In the event that, as a result of the vesting of RSUs in
accordance with Section 2 or the vesting of the Executive's interest in the
Policy in accordance with Section 3 in connection with a Change-in-Control of
the Company, it is determined that any payment in respect of such RSUs or any
amount in respect of the Policy is subject to any excise tax under Sections 280G
and 4999 of the Internal Revenue Code, such payment or amount will be treated as
a "Payment" under Section 9 of the Restated Agreement (which Section 9, as in
effect on the date hereof, is incorporated herein by reference, but only with
respect to any payment or amount that is treated as a "Payment" under this
subsection (a), and provided that such incorporation by reference will not
result in any duplication of Gross-up Payments if both this Agreement and the
Restated Agreement are in effect
8
<PAGE>
when a Change-in-Control of the Company occurs), and the Executive shall be
entitled to receive a "Gross-up Payment" in accordance with such Section 9.
(b) Binding on Successors. This Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the Company and its
successors and assigns and the Executive, the Executive's heirs, executors,
administrators, and permitted assigns.
The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.
(c) Tax Withholding. The Company will withhold (or cause to be withheld)
from any payment due hereunder all taxes required by law to be withheld, and any
amounts specified for payment under this Agreement will be reduced by all such
required tax withholdings.
(d) No Assignment. Except as specifically provided for hereunder, neither
the Executive nor any beneficiary or Permitted Transferee will have any power or
right to transfer, assign, anticipate or otherwise encumber any benefit or
amount payable under this Agreement, nor shall any such benefit or amount
payable be subject to seizure or attachment by any creditor of the Executive or
a beneficiary or Permitted Transferee, or to any other legal, equitable or other
process, or be liable for, or subject to, the debts, liabilities or other
obligations of the Executive or any beneficiary or Permitted Transferee, except
as may otherwise be required by law.
The Executive's obligations hereunder are personal and shall not be
assigned by the Executive.
(e) Attorneys' Fees. The Company agrees to pay the Executive's reasonable
attorneys' fees if the Executive, in the Executive's reasonable judgment,
determines that it is necessary to engage counsel to represent the Executive in
protecting the Executive's rights (or those of an assignee of Executive) under
this Agreement. The Company further agrees that its obligations under this
subsection (e) are additional contractual obligations to the Executive (in
accordance with their terms) and the Company will pay the Executive's reasonable
attorneys' fees as required by this subsection (e) even if the benefit in
dispute is one that is determined to be subject to ERISA, and the Company also
agrees that it will not in such a circumstance assert that its obligations under
this subsection (e) are preempted by ERISA.
(f) Surviving Provisions. The parties intend that this Agreement shall be
enforceable as written. However, if any portion or provision of this Agreement
is declared illegal or unenforceable to any extent by a court of competent
jurisdiction, if is intended that the remainder of this Agreement will not be
affected thereby and that each portion and provision of this Agreement will be
valid and enforceable to the fullest extent permitted by law.
9
<PAGE>
(g) Notices. All notices and communications required or permitted to be
given hereunder shall be given by delivering the same in hand, by mailing the
same by certified or registered mail, return receipt requested, postage prepaid,
or by prepaid overnight carrier, as follows:
If to the Company:
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Attn: William C. Mutterperl, Esq.
If to the Executive:
Terrence Murray
274 Benefit Street
Providence, RI 02903
or to such other address as either party shall have furnished to the other party
in writing in accordance with this subsection.
(h) Captions and Headings; Definitions. All captions and headings in this
Agreement are intended solely for the convenience of the parties, and shall not
affect the meaning or construction of any provision hereof.
Any term defined in any section of this Agreement will have the same
meaning when used anywhere else in this Agreement unless expressly provided
otherwise.
(i) Amendment. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns.
(j) Controlling Law. This Agreement shall be construed under and governed
in all respects by the law of the State of Rhode Island, without reference to
principles of conflicts of laws.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Executive has executed this Agreement.
FLEET FINANCIAL GROUP, INC.
By: /s/ William C. Mutterperl
-------------------------------
/s/ Terrence Murray
-----------------------------------
Terrence Murray
10
EXHIBIT 11
FLEET FINANCIAL GROUP, INC.
COMPUTATIONS OF EQUIVALENT SHARES AND PER SHARE EARNINGS
Dollars in millions, except per share data
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------- ----------------------------- -----------------------------
Basic Diluted Basic Diluted Basic Diluted
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Equivalent shares:
Average shares outstanding 253,661,066 253,661,066 262,619,983 262,619,983 243,796,880 243,796,880
Additional shares due to:
Stock options -- 2,695,569 -- 1,564,189 -- 920,223
Warrants -- 5,426,339 -- 3,965,768 -- 3,549,616
Dual convertible preferred stock -- -- -- -- -- 16,033,994
------------- ------------- ------------- ------------- ------------- -------------
Total equivalent shares 253,661,066 261,782,974 262,619,983 268,149,940 243,796,880 264,300,713
------------- ------------- ------------- ------------- ------------- -------------
(Dollars in millions, except per
share data)
Earnings per share:
Net income $ 1,303 $ 1,303 $ 1,139 $ 1,139 $ 610 $ 610
Less: Preferred stock dividends (62) (62) (69) (69) (37) (37)
Premium paid on redemption
of Series II preferred -- -- (3) (3) -- --
Exchange of dual convertible
preferred stock -- -- -- -- (157) (157)
------------- ------------- ------------- ------------- ------------- -------------
Adjusted net income $ 1,241 $ 1,241 $ 1,067 $ 1,067 $ 416 $ 416
------------- ------------- ------------- ------------- ------------- -------------
Total equivalent shares 253,661,066 261,782,974 262,619,983 268,149,940 243,796,880 264,300,713
------------- ------------- ------------- ------------- ------------- -------------
Earnings per share on net income $ 4.89 $ 4.74 $ 4.06 $ 3.98 $ 1.71 $ 1.58
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>
EXHIBIT 12
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED DIVIDENDS
EXCLUDING INTEREST ON DEPOSITS
(millions)
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes, extraordinary credit and
cumulative effect of accounting changes $2,171 $1,931 $1,034 $1,380 $1,094
Adjustments:
(a) Fixed charges:
(1) Interest on borrowed funds 567 685 1,278 990 752
(2) 1/3 of rent 49 52 50 51 52
(b) Preferred dividends 103 118 62 49 60
------ ------ ------ ------ ------
(c) Adjusted earnings $2,890 $2,786 $2,424 $2,470 $1,958
====== ====== ====== ====== ======
Fixed charges and preferred dividends $ 719 $ 855 $1,390 $1,090 $ 864
====== ====== ====== ====== ======
Adjusted earnings/fixed charges 4.02x 3.26x 1.74x 2.27x 2.27x
====== ====== ====== ====== ======
</TABLE>
INCLUDING INTEREST ON DEPOSITS
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes, extraordinary credit and
cumulative effect of accounting changes $2,171 $1,931 $1,034 $1,380 $1,094
Adjustments:
(a) Fixed charges:
(1) Interest on borrowed funds 567 685 1,278 990 752
(2) 1/3 of rent 49 52 50 51 52
(3) Interest on deposits 1,654 1,754 1,726 1,170 1,165
(b) Preferred dividends 103 118 62 49 60
------ ------ ------ ------ ------
(c) Adjusted earnings $4,544 $4,540 $4,150 $3,640 $3,123
====== ====== ====== ====== ======
Fixed charges and preferred dividends $2,373 $2,609 $3,116 $2,260 $2,029
====== ====== ====== ====== ======
Adjusted earnings/fixed charges 1.92x 1.74x 1.33x 1.61x 1.54x
====== ====== ====== ====== ======
</TABLE>
<PAGE>
EXHIBIT 12 (continued)
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES EXCLUDING INTEREST ON DEPOSITS
(millions)
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes, extraordinary credit and
cumulative effect of accounting changes $2,171 $1,931 $1,034 $1,380 $1,094
Adjustments:
(a) Fixed charges:
(1) Interest on borrowed funds 567 685 1,278 990 752
(2) 1/3 of rent 49 52 50 51 52
------ ------ ------ ------ ------
(b) Adjusted earnings $2,787 $2,668 $2,362 $2,421 $1,898
====== ====== ====== ====== ======
Fixed charges $ 616 $ 737 $1,328 $1,041 $ 804
====== ====== ====== ====== ======
Adjusted earnings/fixed charges 4.53x 3.62x 1.78x 2.33x 2.36x
====== ====== ====== ====== ======
</TABLE>
INCLUDING INTEREST ON DEPOSITS
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes, extraordinary credit and
cumulative effect of accounting changes $2,171 $1,931 $1,034 $1,380 $1,094
Adjustments:
(a) Fixed charges:
(1) Interest on borrowed funds 567 685 1,278 990 752
(2) 1/3 of rent 49 52 50 51 52
(3) Interest on deposits 1,654 1,754 1,726 1,170 1,165
------ ------ ------ ------ ------
(b) Adjusted earnings $4,441 $4,422 $4,088 $3,591 $3,063
====== ====== ====== ====== ======
Fixed charges $2,270 $2,491 $3,054 $2,211 $1,969
====== ====== ====== ====== ======
Adjusted earnings/fixed charges 1.96x 1.78x 1.34x 1.62x 1.56x
====== ====== ====== ====== ======
</TABLE>
EXHIBIT 21
FLEET FINANCIAL GROUP, INC.
SUBSIDIARIES OF THE REGISTRANT
Subsidiary Jurisdiction of Incorporation
- ---------- -----------------------------
Banking Subsidiaries:
Fleet National Bank United States
Fleet Bank (RI), National Association United States
Fleet Bank, National Association United States
Fleet Bank of Maine Maine
Fleet Bank-NH New Hampshire
Fleet Bank, F.S.B. United States
Non-Banking Subsidiaries:
Fleet Mortgage Group, Inc. Rhode Island
Fleet Services Corporation New York
Fleet Brokerage Securities, Inc. Delaware
Fleet Securities, Inc. New York
Fleet Private Equity Co., Inc. Rhode Island
Fleet Investment Services, Inc. Rhode Island
Fleet Investment Advisors, Inc. New York
Fleet Capital Corporation Connecticut
Fleet Capital-Leasing Corporation Rhode Island
AFSA Data Corporation Delaware
Columbia Management Co. Oregon
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.
We consent to incorporation by reference in the registration statements (Nos.
33-19425, 33-25872, 33-65230, 33-48818, 33-56061, 33-62367, 33-58933, 33-64635,
33-59139, 333-16037 and 333-44517) on Form S-8, the registration statements
(Nos. 333-00701, 333-37231, 333-43625 and 33-36707) on Form S-3, and the
registration statements (Nos. 33-58573, 33-58933 and 333-42247) on Form S-4 of
Fleet Financial Group, Inc. of our report dated January 15, 1998, relating to
the consolidated balance sheets of Fleet Financial Group, Inc. as of December
31, 1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the 1997 Annual Report
to Shareholders of Fleet Financial Group, Inc., and has been incorporated by
reference on Form 10-K of of Fleet Financial Group, Inc. for the year ended
December 31, 1997.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
March 18, 1998
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the December
31, 1997 consolidated financial statements and management's discussion and
analysis of financial condition and results of operations contained in the Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,907
<INT-BEARING-DEPOSITS> 76
<FED-FUNDS-SOLD> 498
<TRADING-ASSETS> 61
<INVESTMENTS-HELD-FOR-SALE> 8,113
<INVESTMENTS-CARRYING> 1,249
<INVESTMENTS-MARKET> 1,254
<LOANS> 61,179
<ALLOWANCE> 1,432
<TOTAL-ASSETS> 85,535
<DEPOSITS> 63,735
<SHORT-TERM> 6,903
<LIABILITIES-OTHER> 2,363
<LONG-TERM> 4,500
3,245
0
<COMMON> 691
<OTHER-SE> 4,098
<TOTAL-LIABILITIES-AND-EQUITY> 85,535
<INTEREST-LOAN> 5,259
<INTEREST-INVEST> 589
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5,848
<INTEREST-DEPOSIT> 1,654
<INTEREST-EXPENSE> 2,221
<INTEREST-INCOME-NET> 3,627
<LOAN-LOSSES> 322
<SECURITIES-GAINS> 33
<EXPENSE-OTHER> 3,381
<INCOME-PRETAX> 2,171
<INCOME-PRE-EXTRAORDINARY> 2,171
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,303
<EPS-PRIMARY> 4.89
<EPS-DILUTED> 4.74
<YIELD-ACTUAL> 5.21
<LOANS-NON> 392
<LOANS-PAST> 202
<LOANS-TROUBLED> 12
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,488
<CHARGE-OFFS> 514
<RECOVERIES> 138
<ALLOWANCE-CLOSE> 1,432
<ALLOWANCE-DOMESTIC> 1,432
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 304
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the December
31, 1996 consolidated financial statements and management's discussion and
analysis of financial condition and results of operations contained in the Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 6,385
<INT-BEARING-DEPOSITS> 858
<FED-FUNDS-SOLD> 1,772
<TRADING-ASSETS> 76
<INVESTMENTS-HELD-FOR-SALE> 7,503
<INVESTMENTS-CARRYING> 1,177
<INVESTMENTS-MARKET> 1,172
<LOANS> 58,844
<ALLOWANCE> 1,488
<TOTAL-ASSETS> 85,518
<DEPOSITS> 67,071
<SHORT-TERM> 3,627
<LIABILITIES-OTHER> 2,291
<LONG-TERM> 5,114
3,148
0
<COMMON> 953
<OTHER-SE> 3,314
<TOTAL-LIABILITIES-AND-EQUITY> 85,518
<INTEREST-LOAN> 5,087
<INTEREST-INVEST> 755
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5,842
<INTEREST-DEPOSIT> 1,754
<INTEREST-EXPENSE> 2,439
<INTEREST-INCOME-NET> 3,403
<LOAN-LOSSES> 213
<SECURITIES-GAINS> 43
<EXPENSE-OTHER> 3,272
<INCOME-PRETAX> 1,931
<INCOME-PRE-EXTRAORDINARY> 1,931
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,139
<EPS-PRIMARY> 4.06
<EPS-DILUTED> 3.98
<YIELD-ACTUAL> 4.81
<LOANS-NON> 696
<LOANS-PAST> 247
<LOANS-TROUBLED> 9
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,321
<CHARGE-OFFS> 484
<RECOVERIES> 114
<ALLOWANCE-CLOSE> 1,488
<ALLOWANCE-DOMESTIC> 1,488
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 213
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the December
31, 1996 consolidated financial statements and management's discussion and
analysis of financial condition and results of operations contained in the Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,344
<INT-BEARING-DEPOSITS> 161
<FED-FUNDS-SOLD> 61
<TRADING-ASSETS> 64
<INVESTMENTS-HELD-FOR-SALE> 18,533
<INVESTMENTS-CARRYING> 798
<INVESTMENTS-MARKET> 782
<LOANS> 51,525
<ALLOWANCE> 1,321
<TOTAL-ASSETS> 84,432
<DEPOSITS> 57,122
<SHORT-TERM> 12,569
<LIABILITIES-OTHER> 1,895
<LONG-TERM> 6,481
3,152
0
<COMMON> 399
<OTHER-SE> 2,814
<TOTAL-LIABILITIES-AND-EQUITY> 84,432
<INTEREST-LOAN> 4,721
<INTEREST-INVEST> 1,304
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 6,025
<INTEREST-DEPOSIT> 1,726
<INTEREST-EXPENSE> 3,005
<INTEREST-INCOME-NET> 3,020
<LOAN-LOSSES> 101
<SECURITIES-GAINS> 32
<EXPENSE-OTHER> 3,550
<INCOME-PRETAX> 1,034
<INCOME-PRE-EXTRAORDINARY> 1,034
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 610
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 1.58
<YIELD-ACTUAL> 4.12
<LOANS-NON> 440
<LOANS-PAST> 198
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,496
<CHARGE-OFFS> 418
<RECOVERIES> 116
<ALLOWANCE-CLOSE> 1,321
<ALLOWANCE-DOMESTIC> 1,321
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 236
</TABLE>
