EXHIBIT 10(a)
AMENDMENT ONE TO
AMENDED AND RESTATED AGREEMENT
In accordance with a resolution adopted by the Human Resources and Planning
Committee of the Board of Directors of Fleet Financial Group, Inc. on June 17,
1998, Section 6(d)(i)(C) of the Amended and Restated Agreement (the "Agreement")
between Fleet Financial Group, Inc. and Xxxxxx X. XxXxxxx, dated as of October
15, 1997, shall be amended to read as follows:
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
the additional years (if any) from the Date of Termination until he
reached age 52 ("Age 52 Benefit"), and for three additional years from
the later of age 52 and the Date of Termination, and all such
additional years after the Date of Termination 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 provided,
however, that the Age 52 Benefit shall be offset (but not below 0) by
the actuarial equivalent of the Executive's retirement benefits (paid
or payable) under qualified and nonqualified plans maintained by
Manufacturer's Hanover Trust, and (b) the actuarial equivalent of the
Executive's actual benefit (paid or payable), if any, under the
Retirement Plans; and
IN WITNESS WHEREOF, the Executive has executed this Amendment One to the
Agreement ("Amendment One") and the Company has caused this Amendment One to be
executed by its duly authorized officer effective as of June 17, 1998.
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
FLEET FINANCIAL GROUP, INC.
By /s/ M. Xxxx Xxxxxxx
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M. Xxxx Xxxxxxx
Executive Vice President
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