EX-10 (C)AMEND 2 TO EXEC DEFER COMP PLAN NO.1

Exhibit 10(c)

AMENDMENT TWO
TO
THE FLEETBOSTON FINANCIAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN NO. 1
(1997 Restatement)

     Section 5 of the Plan is amended effective January 1, 2003, to read as follows:

SECTION 5. ASSIGNMENT OR ALIENATION

     (a)  Except as provided in Section 5(b) or as otherwise required by law, the interest hereunder of any Employee or beneficiary shall not be alienable by the Employee or beneficiary by assignment or any other method and will not be subject to be taken by his creditors by any process whatsoever, and any attempt to cause such interest to be so subjected shall not be recognized.

     (b)  All or a portion of an Employee’s benefit under the Plan may be paid to another person as specified in a “Qualified Domestic Relations Order.” For this purpose, a “Qualified Domestic Relations Order” means a judgment, decree, or order (including the approval of a settlement agreement) which is:

          (i) issued pursuant to a State’s domestic relations law;

          (ii) relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Employee;

          (iii) creates or recognizes the right of a spouse, former spouse, child or other dependent of the Employee to receive all or a portion of the Employee’s benefits under the Plan;

          (iv) provides for payment in an immediate lump sum as soon as practicable after the Committee determines that a Qualified Domestic Relations Order exists; and

          (v) meets such other requirements established by the Committee.

     (c)  The Committee shall determine whether any document received by it is a Qualified Domestic Relations Order. In making this determination, the Committee may consider:

          (i) the rules applicable to “domestic relations orders” under section 414(p) of the Internal Revenue Code of 1986 and section 206(d) of ERISA;

          (ii) the procedures used under the FleetBoston Financial Savings Plan to determine the qualified status of domestic relations orders; and

          (iii) such other rules and procedures as it deems relevant.

     IN WITNESS WHEREOF, this Amendment Two was adopted by the Human Resources Committee at its June 17, 2003 meeting and is executed by a duly authorized officer FleetBoston Financial Corporation.