0000949377-02-000103 Sample Contracts

RETENTION AND DEFERRED COMPENSATION AGREEMENT
Retention and Deferred Compensation Agreement • March 1st, 2002 • Fleetboston Financial Corp • National commercial banks • Massachusetts

THIS RETENTION AND DEFERRED COMPENSATION AGREEMENT (“Agreement”) dated December 29, 1999 and effective as of October 1, 1999 (the “Effective Date”) by and between Fleet Boston Corporation, a corporation organized under the laws of Rhode Island (the “Company”) and Gary A. Spiess (the “Executive”).

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October 24, 2001
Letter Agreement • March 1st, 2002 • Fleetboston Financial Corp • National commercial banks

This letter serves to confirm that paragraph four of the letter agreement between you and FleetBoston Financial, dated as of September 7, 1999, is hereby amended, in its entirety, to read as follows, marked to show changes:

AGREEMENT
Employment Agreement • March 1st, 2002 • Fleetboston Financial Corp • National commercial banks • Rhode Island

THIS AGREEMENT by and between FleetBoston Financial Corporation, a Rhode Island corporation (the “Company”), and Terrence Murray (the “Executive”), dated as of the 10th day of October, 2001.

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