EXHIBIT 10(ll)
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
The Employment Agreement by and between FLEET FINANCIAL GROUP, INC.
(now FleetBoston Financial Corporation), a Rhode Island corporation (the
"Company"), and Xxxxxxx X. Xxxxxxx (the "Executive"), dated as of March 14, 1999
amended effective as of February 7, 2000 and April 22, 2002 (the "Agreement"),
is hereby further amended, effective as of October 1, 2002, as set forth below.
Section 5 (a)(i)(A) of the Agreement is hereby restated in its entirety to read
as follows:
(A) the "Severance Payments" as defined in Section 6.1 of the Prior Agreement
(including without limitation payment to the Executive on account of the
items described in paragraph (C) of such Section 6.1), representing the
amounts and benefits to which the Executive would have been entitled
under the Prior Agreement, as determined by the Auditor no later than 30
days after the execution of this Agreement, plus interest from the
Effective Date to the effective date of this Third Amendment (the
"Initial Interest Term"), at an annual rate equal to the "prime" rate as
in effect from time to time, compounded daily, and interest from the
effective date of this Third Amendment to the date of payment of such
Severance Payments (the "Second Interest Term"), at a rate equal to the
prior month 1 Year Constant Maturity Treasury rate as determined each
month by the Federal Reserve, compounded daily (subject to the limitation
that the average interest rate used during the Initial Interest Term and
the Second Interest Term shall in no event exceed 10%) (the "New
Severance Payment"); provided that the Executive may elect to reduce the
Severance Payments by the amount described in paragraph (B) of Section
6.1 of the Prior Agreement and, in lieu thereof, receive for a period of
three years following the Date of Termination the continuation of the
benefits described in Section 3 (f)(ii); and
IN WITNESS WHEREOF, the Executive and the Company have caused this Third
Amendment to the Agreement to be entered into as of the day and year set forth
above.
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
FLEETBOSTON FINANCIAL CORP.
By: /s/ M. XXXX XXXXXXX
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Title: Executive Vice President
