FLEETBOSTON FINANCIAL CORPORATION
2003 Committee Charter : FBF
HUMAN RESOURCES COMMITTEE CHARTER
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.
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.
strategies and the specific plans and policies adopted to implement the strategies.
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.
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.
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.
into account corporate and individual performance, as well as peer group practices and any
the Committee from time to time.
Corporation's annual proxy statement in accordance with applicable SEC rules and
recommend Executive Officer candidates to the Board for its approval.
Committee may deem appropriate, so that the Board is informed of the Committee's
be required by applicable rules or regulations.
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