Fleetboston Amended And Restated 1992 Stock Option And Restricted Stock Plan

Exhibit 10(s)


FLEETBOSTON FINANCIAL AMENDED AND RESTATED 1992 STOCK OPTION AND RESTRICTED STOCK

PLAN (as amended through October 16, 2001)

1. Purpose

This Amended and Restated 1992 Stock Option and Restricted Stock Plan (the " Plan" ) constitutes an amendment and restatement of the 1992 Stock Option and Restricted Stock Plan which was adopted by the Board of Directors of Fleet Boston Corporation (the " Corporation" ) on January 15, 1992, and approved by the stockholders of the Corporation on April 15, 1992, further amended on February 16, 1994 and approved by the stockholders on April 20, 1994 (the " 1994 Amendment" ), further amended on February 21, 1996 and approved by the stockholders on April 17, 1996 (the " 1996 Amendment" ), further amended on February 17, 1999 and approved by the stockholders on April 21, 1999 (the " April 1999 Amendment" ), further amended on December 21, 1999 (the " December 1999 Amendment" ) and further amended on October 16, 2001 (the " October 2001 Amendment" ). The purpose of this Plan is to advance the interests of the Corporation by enhancing the ability of the Corporation and its subsidiaries to attract and retain officers, employees and non-employee directors to the Corporation, to reward such individuals for their contributions and to encourage them to take into account the long-term interests of the Corporation through interests in the Corporation' s Common Stock, $.01 par value per share (the " Stock" ). Any officer, director or employee selected to receive an award under the Plan is referred to as a " participant" .

The Plan provides for the grant of options to acquire Stock (" Options" ), which may be incentive options (" ISOs" ) within the meaning of the Internal Revenue Code of 1986, as amended (the " Code" ), and awards of Stock subject to certain restrictions (" Restricted Stock" ). Under the Plan, Restricted Stock consists exclusively of (i) Stock subject to performance-based restrictions intended to comply with the provisions of Section 162(m) of the Code (" Performance-Based Restricted Stock" ) and (ii) Stock awarded to non-employee directors in lieu of some or all of the cash compensation such directors would otherwise receive for their service as directors (" Non-employee Director Restricted Stock" ). Grants of Options and awards of Restricted Stock are referred to herein as " Awards" . The grant of an Option may also involve the grant of stock appreciation rights as described in Section 6.

2. Administration

The Plan shall be administered, construed and interpreted by the Board of Directors or by one or more committees appointed by the Board of Directors of the Corporation (any such committee being referred to herein as the " Committee" ). The Committee shall have the discretionary authority, not inconsistent with the express provisions of the Plan, (a) to make Awards to such participants as the Committee may select; (b) to determine the time or times when Awards shall be granted and the number of shares of Stock subject to each Award; (c) to determine which Options are, and which Options are not, intended to be ISOs; (d) to determine the terms and conditions of each Award; (e) to prescribe the form or forms of instruments evidencing Awards and any other instruments required under the Plan and to change such forms


from time to time; (f) to adopt, amend, and rescind rules and regulations for the administration of the Plan; and (g) to interpret the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan. Such determinations of the Committee shall be conclusive and shall bind all parties.


No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation' s By-laws.

As used in the Plan, the " fair market value" of Stock as of any day shall be the volume weighted average price of the Stock for that day, as reported by Bloomberg, Inc. as of 4:00 p.m. Eastern Time on that day (or at the close of trading on the New York Stock Exchange, if earlier) or, if Bloomberg, Inc. does not report a volume weighted average price of the Stock for that day, for the last preceding day on which such the volume weighted average price of the Stock is so reported. If Bloomberg, Inc. or any successor of Bloomberg, Inc. ceases to report volume weighted average prices, the Committee shall adopt another appropriate method of determining fair market value.

3. Eligibility

Persons eligible to receive Awards under the Plan shall be those key employees and officers, who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Corporation and its subsidiaries. No person who beneficially owns five percent or more of the outstanding Stock of the Corporation shall be eligible to participate in the Plan, to exercise an Option previously granted to him or her or to take full possession of Restricted Stock previously issued to him or her. A " subsidiary" of the Corporation shall mean a corporation, whether domestic or foreign, in which the Corporation shall own, directly or indirectly, a majority of the capital shares entitled to vote at the annual meeting thereof. Non-employee directors shall be eligible to receive Awards under the Plan in lieu of some or all of the cash compensation they would otherwise receive for their services as directors, to the extent that their eligibility for such Awards would not disqualify them as disinterested persons for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ).

4. Stock Subject to Awards

The Stock subject to Awards under the Plan shall be either authorized but unissued shares or treasury shares. Subject to adjustment in accordance with the provisions of Paragraph 5(g) and 7(e) hereof, the total number of shares (the " Eligible Shares" ) of such Stock shall be 74,500,000 shares. Subject to like adjustment, the total amount of Stock as to which Options may be granted or Stock Awards may be issued to any one person participating under the Plan shall not exceed the aggregate number of shares that equal ten percent of the total amount of shares outstanding Stock of the Corporation. Subject to like adjustment, the maximum number of shares issuable upon the exercise of options that are ISOs shall be 30,000,000.


- 2 -

In the event that any outstanding Option or Restricted Stock Award under the Plan for any reason expires, is forfeited or is terminated prior to the end of the period during which Awards may be made under the Plan, the shares of Stock allocable to the unexercised portion of such Option or the portion of such Restricted Stock Award that has terminated or been forfeited may again be subject to award under the Plan. Shares of Stock delivered to the Corporation to pay the exercise price of any Option or to satisfy the tax withholding consequences of an Option exercise or the grant or vesting of Restricted Stock shall again be subject to award under the Plan.

5. Terms and Conditions Applicable to all Options Granted Under the Plan


Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Committee shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions:

a. Medium and Time of Payment

The exercise price of an Option shall be payable either (i) in United States dollars in cash or by check, bank draft or money order payable to the order of the Corporation, (ii) through the delivery of shares of Stock owned by the optionee with a fair market value equal to the option price or (iii) by a combination of (i) and (ii). Fair market value of Stock so delivered shall be determined on the date of exercise.


To the extent permitted by applicable law, the Committee may permit payment of the Option exercise price through arrangements with a brokerage firm under which such firm, on behalf of the optionee, will pay the exercise price to the Corporation and the Corporation shall promptly deliver to such firm the number of shares of Stock subject to the Option so that the firm may sell such shares, or a portion thereof, for the account of the optionee. In addition, the Committee may permit payment of the Option exercise price by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Corporation sufficient funds to pay the exercise price as soon as the shares subject to the Option, or a portion thereof, are sold on behalf of the optionee.

b. Numbers of shares

The Option shall state the total number of shares to which it pertains. No Option may be exercised in part for fewer than twenty shares. Subject to adjustment as provided in Section 5(g), in any fiscal year of the Corporation, the aggregate number of shares of Stock of the Corporation as to which Options may be granted to any one participant shall not exceed 650,000. c. Option Price

The exercise price of an Option shall be not less than the fair market value of the shares of Stock covered by the Option on the date of grant except that (i) in connection with an amendment of an Option which does not reduce the exercise price of the Option but which, in the


- 3 -

opinion of the Committee, is or may be treated for tax or other technical purposes (including, in particular, for purposes of Section 16 of the Exchange Act) as a new grant of the Option, the exercise price of such amended Option may be less than the then fair market value of the shares of Stock subject to such Option so long as such exercise price is equal to or greater than the exercise price of the original Option, and (ii) in connection with an acquisition, consolidation, merger or other extraordinary transaction, Options may be granted at less than the then fair market value in order to replace Options previously granted by one or more parties to such transaction (or their affiliates) so long as the aggregate spread on such replacement Options for any recipient of such Options is equal to or less than the aggregate spread on the Options being replaced. d. Expiration of Options

Each Option granted under the Plan shall expire on a date determined by the Committee which date may not be more than ten years from the date the Option is granted.

e. Date of Exercise

The Committee may, in its discretion, provide that an Option may not be exercised in whole or in part for any period or periods of time specified by the Committee. Except as may be so provided, any Option may be exercised in whole at any time, or in part from time to time, during its term. In the case of an Option not immediately exercisable in full, the Committee may at any time accelerate the time at which all or any part of the Option may be exercised.

f. Termination of Service

The Committee shall, subject to the provision of Section 5(d), determine for each Award of an Option the extent to which the participant (or his legal representative) shall have the right to exercise the Option following termination of such participant' s service to the Corporation or any subsidiary. Such provisions may reflect distinctions based on the reasons for the termination of service and any other relevant factors that the Committee may determine.

g. Ad ...