THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

FleetBoston Financial Corporation (Retired) (FBF.X)

The banking subsidiaries of the Corporation have had transactions in the ordinary course of business, including borrowings, with certain Directors and executive officers of the Corporation and their associates, all of which were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collection or present other unfavorable features. In addition, the following transactions with the Corporation or one of its subsidiaries were outstanding or proposed in 2002:

In 1982, a subsidiary of the Corporation became a partner in several partnerships (the "Gilbane Providence Partnerships") with certain other parties, including subsidiaries of Gilbane, Inc. ("Gilbane"), to construct and manage the Fleet Center in Providence, Rhode Island (the "Providence Fleet Center"), to rehabilitate an adjacent structure and to construct and manage an adjacent parking garage on land that is leased from the Bank. Mr. Choquette is President and Chief Executive Officer of Gilbane. The Corporation and Gilbane have 46.55% and 36.75% partnership interests, respectively, in the partnership that developed the Providence Fleet Center.

In February 2003, the Corporation entered into an agreement with a subsidiary of Gilbane to sell two commercial properties that it owns in Providence (not including the buildings owned by the Gilbane Providence Partnerships) to a subsidiary of Gilbane for a purchase price of approximately $48 million. As part of the sale, the Corporation will lease back a portion of the space in both of the buildings from Gilbane for an initial annual rental of approximately $2.7 million.

In 1992, Fleet Real Estate, Inc. provided permanent mortgage financing to the Gilbane Providence Partnerships in the amount of $52 million, secured by a first mortgage on such properties. As of December 31, 2002, the amount remaining unpaid under the loan was $46,839,017 (the highest amount outstanding since January 1, 2002 having been $47,826,070). The loan presently carries an interest rate of 8.24% plus a contingent interest feature. The Corporation and the Bank have leased space in the Providence Fleet Center for a total annual rental of $2,676,595.

In 1972, a subsidiary of the Corporation entered into certain partnerships with a subsidiary of Gilbane for the purpose of developing a shopping center and a residential apartment project in Narragansett, Rhode Island. The Corporation's and Gilbane's interests in each such partnership are equal.

A subsidiary of the Corporation is an investor in a limited partnership (the "Partnership") that invests principally in targeted businesses in the financial services industry. Mr. Alvord is a majority equity owner of the limited liability company that serves as the general partner of the Partnership. The Corporation's subsidiary has committed to invest up to $10 million, as a limited partner participant, and, as of year-end 2002, $7.2 million was invested. A subsidiary of the Corporation has leased office space in a building from The Picotte Companies for a total annual rental of $149,732. Mr. Picotte is the President and Chief Executive Officer of The Picotte Companies.

As previously disclosed by the Corporation, the Corporation entered into an agreement with Henrique C. Meirelles, then a Director and President of Global Banking and Financial Services of the Corporation, in connection with his relocation from Massachusetts to New York in 2000. Under that agreement, Mr. Meirelles borrowed $4.5 million from the Corporation to purchase a residence in New York. As a result of Mr. Meirelles terminating his employment with the Corporation in August 2002, the loan became due within one year following his termination. In November 2002, Mr. Meirelles repaid the loan in full, with interest from his termination date. Pursuant to that agreement, Mr. Meirelles was reimbursed $342,288, representing the difference between the net sale price of the property and the purchase price.

Under the terms of a 1999 employment agreement between Mr. Meirelles and the Corporation, the Corporation provided Mr. Meirelles and his family with personal security while they were in Brazil. Under the employment agreement, this requirement would have continued until August 2004. However, in January 2003, Mr. Meirelles and the Corporation agreed that the Corporation would pay Mr. Meirelles approximately $1.2 million in lieu of continuing to provide such security, which was equal to the amount that the Corporation would have been required to expend to provide such services for the remainder of the period through August 2004.

Mr. Murray served on the Board of Directors, but not on the Management Planning and Development Committee (which oversees executive compensation) of CVS Corporation throughout 2002. During that time, Mr. Ryan, Chairman, President and Chief Executive Officer of CVS Corporation, served on the Corporation's Board and the Human Resources Committee. Mr. Gifford served on the Board of Directors, but not on the Compensation Committee, of NSTAR throughout 2002. During that time, Mr. May, Chairman and Chief Executive Officer of NSTAR, served on the Corporation's Board and the Human Resources Committee.