2003 Committee Charter : FBF

FLEETBOSTON FINANCIAL CORPORATION
HUMAN RESOURCES COMMITTEE CHARTER
PURPOSES
The purposes of the Human Resources Committee are to discharge the responsibilities of the
Board of Directors relating to the compensation of the Corporation's Executive Officers and
Directors, to produce an annual report on executive compensation for inclusion in the
Corporation's proxy statement, in accordance with the rules and regulations of the Securities
and Exchange Commission, and to provide general oversight of the Corporation's
compensation and benefit plans.
COMPOSITION
The Committee shall be appointed annually by resolution passed by a majority of the Board. A
minimum of three members of the Board shall be selected to serve on the Committee, one of
whom shall serve as Chairperson. Each member of the Committee shall qualify as an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder, and shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation. In addition, each member shall satisfy the independence
requirements established by the New York Stock Exchange within the time limits provided.
DUTIES AND RESPONSIBILITIES
In carrying out its purposes, the Human Resources Committee shall have the following duties,
responsibilities and authority.
  • Establish and periodically review the Corporation's executive and Director compensation
    strategies and the specific plans and policies adopted to implement the strategies.
  • Make recommendations to the Board with respect to the Corporation's incentive
    compensation plans and equity-based plans, oversee generally the administration of those
    plans, and discharge any responsibilities imposed on the Committee by any of those plans.
  • Determine CEO compensation, taking into consideration the Board of Directors'
    assessment of the CEO's performance, the Corporation's performance and relative
    shareholder return, the compensation of CEOs at comparable companies, the awards given
    to the CEO in past years and other relevant factors. Review and agree upon goals and
    objectives for the CEO for the upcoming year and recommend approval of such goals and
    objectives to the Board of Directors.
  • Execute in its sole discretion the powers and duties vested in it by the terms of any
    corporate qualified or nonqualified pension, savings plan or deferred compensation plan
    affecting employees of the Corporation or any of its subsidiaries, including an annual
    review of the operations of the Corporation's qualified pension and savings plans.
  • Approve all aspects of compensation of the Corporation's other Executive Officers, taking
    into account corporate and individual performance, as well as peer group practices and any
    special considerations.
  • Approve the base salaries for employees who are in positions or salary levels designated by
    the Committee from time to time.
  • Produce an annual report of the Committee on executive compensation for inclusion in the
    Corporation's annual proxy statement in accordance with applicable SEC rules and
    regulations.
  • Review management's recommendations for Executive Officers of the Corporation and
    recommend Executive Officer candidates to the Board for its approval.
  • Review and evaluate the Corporation's succession plans for key Executive Officers.
  • Review significant organizational changes and restructurings.
  • Conduct an annual evaluation of the Committee's performance and of the adequacy of this
    Charter.
  • Report to the Board on a regular basis with such recommendations and other matters as the
    Committee may deem appropriate, so that the Board is informed of the Committee's
    activities.
  • Perform such functions as may be assigned to it from time to time by the Board or as may
    be required by applicable rules or regulations.
  • As used in this Charter, "executive officers" shall include any officer of the Corporation
    who has been designated as a "reporting person" under Section 16 of the Securities
    Exchange Act of 1934 or who is otherwise designated as an executive officer by the Board
    or the Committee for purposes of this Charter.
    DELEGATION TO SUBCOMMITTEE
    The Committee may, in its discretion, delegate a portion of its duties and responsibilities to a
    subcommittee of the Committee.
    RESOURCES AND AUTHORITY
    The Committee shall have the authority and resources appropriate to discharge its duties and
    responsibilities at the Corporation's expense, and may obtain advice from internal or external
    legal, accounting or other advisors. The Committee shall have the authority to select and retain
    a consultant to assist in the evaluation of Director, CEO or senior executive compensation, to
    terminate the services of any such consultant, and to approve the consultant's fees and other
    retention terms, all at the Corporation's expense.
    April 14, 2003