Second Amendment to FleetBoston Financial Corporation Directors Deferred Compensation and Stock Unit Plan

Summary

This amendment updates the FleetBoston Financial Corporation Directors Deferred Compensation and Stock Unit Plan, effective January 1, 2003. It sets a maximum of 2,000,000 shares of common stock that can be issued under the plan and changes how meeting fees deferred as stock units are credited, specifying they will first go into a fixed rate account before being transferred to the stock unit account each quarter. The amendment was adopted by the Human Resources Committee of the Board of Directors.

EX-10.(T) 7 b45729fbexv10wxty.txt EX-10(T) SECOND AMENDMENT TO DIRECTORS DEFERRED EXHIBIT 10(t) Second 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 January 1, 2003: 1) The following new sentence is hereby added to the end of Section 6: Subject to adjustment in accordance with the provisions of Section 16(a), the total number of Shares of Common Stock that may be issued under the Plan shall not exceed 2,000,000 Shares. 2) The following new sentence is hereby added to the end of Section 12(a): Notwithstanding the above, Meeting Fees deferred as Deferred Stock Units will initially be deferred into the Fixed Rate Account on the date such Fees are earned, and then credited, together with earnings thereon at the Fixed Rate, to the Stock Unit Account on the first day of each calendar quarter. Adopted by the Human Resources Committee of the Board of Directors at their meeting held on December 17, 2002. /s/ GARY A. SPIESS ------------------------- By: Gary A. Spiess Executive Vice President, General Counsel and Secretary