First Amendment to Agreement First Amendment to Agreement, dated as of January 25, 2000, by and between Fleet Boston Corporation (formerly Fleet Financial Group, Inc.), a Rhode Island Corporation (the "Company"), and Terrence Murray (the "Executive")....

                          First Amendment to Agreement

         First Amendment to Agreement, dated as of January 25, 2000, by and
between Fleet Boston Corporation (formerly Fleet Financial Group, Inc.), a Rhode
Island Corporation (the "Company"), and Xxxxxxxx Xxxxxx (the "Executive").

         WHEREAS, as of December 17, 1997, the Company and the Executive entered
into an Agreement (the "Agreement") as part of a retention strategy for the
Executive and in recognition of his invaluable contributions to the Company's
success;

         WHEREAS, the Company and the Executive have determined that it would be
desirable to amend the Agreement in the manner set forth in this First
Amendment;

         NOW, THEREFORE, pursuant to Section 4(i) of the Agreement, the Company
and the Executive hereby agree as follows:

1.       Section 2(c)(i) of the Agreement is hereby amended by deleting the
         words "one year" in the first and second sentences of the first
         paragraph and in the second paragraph thereof, and inserting in their
         place the words "three years".

2.       All of the terms and provisions of the Agreement not amended hereby
         shall remain in full force and effect.

         IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by the duly authorized officer and the Executive has executed this
First Amendment.

                                              Fleet Boston Corporation

                                         By:  /s/ M. XXXX XXXXXXX
                                              -------------------


                                              /s/ XXXXXXXX XXXXXX
                                              Xxxxxxxx Xxxxxx