2003 Committee Charter : FBF

FLEETBOSTON FINANCIAL CORPORATION
Community Investment and Public Policy Committee Charter
FLEET NATIONAL BANK
Community Investment, Public Policy and Trust Committee Charter
PURPOSE:
The Community Investment and Public Policy Committee (the "Committee") shall assist the
Board of Directors of FleetBoston Financial Corporation (the "Corporation") with its oversight of
(i) the Corporation's efforts to meet its ethical and legal obligations to serve the communities in
which the Corporation operates; and (ii) the Corporation's response to public-policy issues as they
arise.
COMPOSITION:
The Committee shall be appointed by resolution passed by a majority of the Board of Directors of
the Corporation (the "Board"). A minimum of three members of the Board shall be selected to
serve on the Committee.
DUTIES AND RESPONSIBILITIES:
In carrying out its purposes, the Committee shall have the following duties, responsibilities and
authority.
Community Investment and Public Policy Activities
The Committee shall review policies (and any material changes or amendments to such policies),
practices and performance by the Corporation pertaining to:
  • Compliance with the Community Reinvestment Act ("CRA"), including performance
    under CRA's lending, service and investment tests;
  • Compliance with fair lending laws;
  • Community affairs activities;
  • Work force diversity;
  • Compliance with laws regulating employment discrimination;
  • Affirmative action;
  • Ethics and business practices;
  • Charitable contributions;
  • Current and emerging public policy issues;
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    Community Investment, Public Policy and Trust Committee of Fleet National Bank
    The members of the Committee will also be members of the Community Investment, Public
    Policy and Trust Committee of Fleet National Bank (the "CIPPT Committee") and customarily
    both committees will hold joint meetings.
    The CIPPT Committee will oversee the same community investment and public policy matters
    set forth above as they relate to Fleet National Bank (the "Bank"). In addition, the CIPPT
    Committee will have the following additional responsibilities relating to the fiduciary activities of
    the Bank.
    Fiduciary Activities of the Bank
    The CIPPT Committee shall oversee the fiduciary activities of the Bank. The CIPPT Committee
    shall
  • Review policies (and material changes or amendments to such policies) pertaining to:
    ▪ the exercise of fiduciary powers;
    ▪ investment reviews upon acceptance of accounts and thereafter;
    ▪ investment of principal and income cash pending investment or distribution,
    collateralization of funds on deposit in excess of FDIC insurance coverage, proxy
    voting, self-dealing, conflicts of interest, and brokerage placement practices;
    ▪ pricing policies covering quality standards, profit margins and discounts through
    compensating balance arrangements and fee concessions (including fee
    concessions to directors, officers, employees and their immediate families);
    ▪ retail non-deposit investment sales program management statement
  • Review and approve a policy covering the fiduciary purchase of securities with respect to
    which an affiliate of the Bank is a principal underwriter, placement agent or market
    maker; monitor such purchases; and periodically review the policy to ensure that it
    continues to be appropriate in light of market and other conditions;
  • Review and approve a report of the findings of the Corporate Compliance Department's
    review covering retail non-deposit investment product sales activities and review
    examination reports, supervisory letters and other regulatory communications addressed
    to the Board or the Bank's Board that assess fiduciary activities or retail sale of nondeposit
    investment products and monitor any corrective action needed;
  • Monitor business activity (including new and closed fiduciary accounts), financial
    performance, management/staffing, and major marketing efforts, new business initiatives,
    significant audits and significant litigation; and
  • Appoint one or more committees composed of one or more directors, officers, employees
    or other persons and/or designate one or more officers, employees or other persons to
    administer the Bank's fiduciary powers and duties.
  • The CIPPT Committee shall report to the Bank's Board on a regular basis with such
    recommendations as the Committee may deem appropriate, so that the Bank's Board is
    informed of the CIPPT Committee's activities.
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    Delegation By the Committees:
    Each committee may, in its discretion, delegate any portion of its duties and responsibilities to a
    subcommittee of the respective committee and, with regard to Fiduciary Activities, the CIPPT
    Committee may also delegate any portion of its duties and responsibilities to an Officer(s) of the
    Bank.
    Resources and Authority:
    Each committee shall have the resources and authority appropriate to discharge its duties and
    responsibilities under this charter. Each committee shall also have the authority to select, retain
    and terminate outside counsel or other experts or consultants, as it deems appropriate, and to
    approve the fees and to determine the retention terms of such individuals, without seeking
    approval of the Board or the Bank's Board or management, which fees shall be at the cost and
    expense of the Corporation or Bank as appropriate.