Amendment To The
FleetBoston Financial Corporation
Directors Deferred Compensation and Stock Unit Plan
(Effective December 17, 1997)
The Directors Deferred Compensation and Stock Unit Plan (Effective
December 17, 1997) is hereby amended as follows, effective July 1, 2000.
1) The following new sentence is hereby added to the end of Section
8(f):
Notwithstanding the above, on July 1, 2000 and on each January
1st thereafter, an Eligible Director may elect to transfer all
or a portion of his or her Fixed Rate Account to his or her
Stock Unit Account. A transfer from an Eligible Director's
Stock Unit Account to his or her Fixed Rate Account shall not
be permitted.
2) The following new sentence is hereby added to the end of Section
10(a):
Commencing on July 1, 2000 and on each January 1st thereafter,
an Eligible Director may elect to transfer all or a portion of
his or her Fixed Rate Account to his or her Stock Unit
Account.
Adopted by the Human Resources and Board
Governance Committee of the Board of
Directors at their meeting held on June 20, 2000.
/s/ WILLIAM C. MUTTERPERL
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By: William C. Mutterperl
Executive Vice President
Secretary and General Counsel