EXHIBIT 10(rr)
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
The Employment Agreement by and between FLEET FINANCIAL GROUP, INC.
(now FleetBoston Financial Corporation), a Rhode Island Corporation (the
"Company"), and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive"), dated as of March 14, 1999
as amended effective as of March 30, 2000 (the "Agreement"), is hereby further
amended, effective as of April 22, 2002, as set forth below.
The following is hereby added at the end of Section 10(a) of the
Agreement:
Notwithstanding the above, the Executive may designate a beneficiary
who will be entitled to any portion of the payments under Section 5
(a)(i) to which the Executive is entitled in the event of his death.
The beneficiary may be designated or changed by the Executive (without
the consent of any prior beneficiary) on a form provided by the Company
and delivered to the Company before his death. If no such beneficiary
shall have been designated, or if no designated beneficiary shall
survive the Executive, such payments , if not previously paid, shall be
paid to the Executive's estate.
IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to the Agreement to be entered into, as of the day and year as set
forth above.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive Signature
FLEETBOSTON FINANCIAL CORP.
/s/ M. ▇▇▇▇ ▇▇▇▇▇▇▇
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By: M. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President