FLEET FINANCIAL GROUP, INC. EXECUTIVE DEFERRED COMPENSATION PLAN NO. 2

Exhibit 10(u)

FLEET FINANCIAL GROUP, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN NO. 2

(1997 Restatement)

ARTICLE 1. INTRODUCTION

Fleet Financial Group, Inc. hereby amends, restates and continues the Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2 effective as of December 17, 1997. The original effective date of the Plan is January 1, 1992. The Company established the Plan to attract, retain and motivate certain of its key employees, as well as those of its subsidiaries and affiliates, by providing them with the opportunity to defer receipt of certain amounts of compensation. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be administered in a manner consistent with that intent.

ARTICLE 2. DEFINITIONS

As used herein, the masculine pronoun shall include the feminine gender, and the singular shall include the plural, and the plural, the singular, and the following terms shall have the following meanings unless a different meaning is clearly required by the context.

“ Account ” means the separate account for a Participant established pursuant to Section 7.1, which may pass to a Beneficiary pursuant to Article 9.

“ Beneficiary ” means a beneficiary designated in accordance with Article 9.

“ Change of Control ” is defined in Schedule A to the Trust Agreement.

“ Committee ” means the Human Resources and Planning Committee, or any successor committee, of the Board of Directors of the Company.

“ Company ” means Fleet Financial Group, Inc.

“ Deferral Compensation ” is defined in Section 5.1.

“ Deferral Date ” is defined in Section 8.2.

“ Deferrals ” means Deferral Compensation credited to a Participant’s Account during a calendar year as a result of a Participant’s elections pursuant to Section 5.2, plus, except where the context otherwise requires, amounts attributable ( i.e. , credited interest) to amounts deferred during such calendar year. Depending upon the context, “Deferrals” may mean Deferrals for a single calendar year or for two or more calendar years.

“ Employer ” means the Company and its subsidiaries and affiliates.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ Participant ” means an executive who is selected to participate in the Plan, and who elects to participate in the Plan, in accordance with Article 4.

“ Plan ” means the Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 2 as set forth herein and in all subsequent amendments hereto.

“ Trust ” means the trust established under the Trust Agreement.

“ Trust Agreement ” means the Trust Agreement for Executive Deferred Compensation Plans No. 1 and 2 dated as of June 19, 1996, as subsequently amended, or any successor trust agreement, as in effect from time to time.

“ Trustee ” means the trustee of the Trust.

“ Vested ” is defined in Section 8.5.

ARTICLE 3. ADMINISTRATION

3.1 Committee . The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to interpret the provisions of the Plan and decide all questions and settle all disputes which may arise in connection with the Plan, and may establish its own operative and administrative rules and procedures in connection therewith, provided such

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procedures are consistent with the requirements of section 503 of ERISA and the regulations thereunder. All interpretations, decisions and determinations made by the Committee shall be binding on all persons concerned. No action of the Committee may reduce the amount of a Participant’s Account below the amount of such Account immediately before such action. No member of the Committee who is a Participant in the Plan may vote or otherwise participate in any decision or act with respect to a matter relating solely to himself (or to his Beneficiaries).

3.2 Delegation by Committee . Except as the Committee may otherwise provide by written resolution, the Committee delegates its duties and responsibilities under Section 3 with respect to non-executive officers (except for the duty to establish eligibility criteria under Article 4) to the Director of Corporate Human Resources, who may further delegate certain of such duties and responsibilities to other officers of the Company. For purposes of the Plan, any action taken by any such delegate pursuant to such delegation shall be considered to have been taken by the Committee.

3.3 Indemnification . The Company agrees to indemnify and to defend to the fullest possible extent permitted by law any member of the Committee and any delegatee (including any person who formerly served as a member of the Committee or as a delegatee) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

ARTICLE 4. SELECTION OF PARTICIPANTS

The Committee shall select, or shall establish the applicable criteria for determining, the employees of the Company or its subsidiaries or affiliates who are eligible to participate in the Plan. When an executive has been selected to participate in the Plan, he will be notified by the

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Committee and given the opportunity to elect to defer compensation under the Plan. An executive who makes such an election is hereinafter referred to as a “Participant.”

ARTICLE 5. DEFERRAL OF COMPENSATION

5.1 Deferral Compensation . From time to time the Committee shall establish if or to what extent base salary or bonuses under one or more incentive bonus programs may be deferred under the Plan (“Deferral Compensation”).

5.2 Deferral Elections . For each calendar year, a Participant may irrevocably elect, in accordance with this Article and Article 8, to defer receipt of all or part of his Deferral Compensation for the year in which such Compensation would ^’ otherwise be paid; provided, however, that unless the Committee consents, such deferred amount for the year may not be less than $10,000. A Participant’s election to defer base salary, if base salary is includable in Deferral Compensation at such time, must be made on or before December 15 for base salary payable in the succeeding calendar year. A Participant’s election to defer an incentive award, if the incentive award is includable in Deferral Compensation at such time, must be made prior to the time the amount of the award is determined under the applicable incentive award program and, in any event, prior to December 15 of the year for which the incentive award performance is determined. In the case of a Participant who becomes employed and eligible for the Plan during the same calendar year, the elections described in this Article may be made no later than 30 days following his first day of eligibility. The Committee may, in unusual circumstances, extend the foregoing December 15 deadlines to no later than December 31 if it concludes that such action is necessary to permit Participants a reasonable make deferral decisions.

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ARTICLE 6. INTEREST EQUIVALENT FACTOR

6.1 In General . From time to time the Committee shall determine annual interest equivalent factors that apply to Deferrals made in each calendar year. The Committee may determine different interest equivalent factors for Deferrals made in different calendar years, and except as otherwise provided herein, the Committee may change each year the interest equivalent factor applicable to Deferrals made in a specified calendar year. Except as otherwise provided in Sections 6.2 and 6.3, the annual interest equivalent factor for Vested Participants for Deferrals prior to 1998 shall be 12 percent. Except as otherwise provided with respect to a Change in Control, the annual interest equivalent factors for Deferrals after 1997 may be changed from time to time by the Committee. Unless the Committee decides otherwise, with respect to Deferrals for each calendar year, the annual interest equivalent factors applicable during the period after termination of employment for Participants who are Vested pursuant to Section 8.5(c) shall be 400 basis points less than the factors applicable during the same period for Vested Participants who are employees. Notwithstanding the foregoing, the annual interest equivalent factors applicable to a Participant’s Deferrals (i) at the time of the Participant’s death shall continue to apply until the Participant’s Account is entirely distributed and (ii) shall be consistent with any severance or other agreement between the Company and the Participant.

6.2 Prior to Five Years of Participation . The annual interest equivalent factors applied to Deferrals of a Participant who terminates employment with the Employer less than five years from the date that Deferrals of the Participant are first credited under the Plan (or, if earlier, are first credited under the Fleet Financial Group, Inc. Executive Deferred Compensation Plan No. 1) shall be determined in accordance with the schedule below, unless, prior to termination of employment: (i) the Participant becomes Vested; or (ii) the Participant dies.

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After the Participant has five years of participation in the Plan, the value of the Participant’s Account shall be redetermined by disregarding the preceding provisions of Section 6.2, so that the declared annual interest equivalent factors applicable to Vested Participants during the deferral period are applied retroactively to the respective initial Deferral Dates.

6.3 During Distribution or Upon Change of Control . The annual interest equivalent factors applied to Deferrals of a Participant following commencement (by the Participant or his Beneficiary) of annual installment distributions shall be fixed at the interest equivalent factors applied to the Participant ^’ s Deferrals immediately prior to the commencement of annual installment distributions. Following a Change of Control, the annual interest equivalent factors applied to Deferrals of a Participant shall not be less than the highest annual interest equivalent factors applicable to Deferrals of the Participant prior to the Change of Control (determined without regard to Section 6.2).

ARTICLE 7. PARTICIPANT ACCOUNTS

7.1 Establishment of Accounts . The Committee shall establish a separate Account for each Participant reflecting the amounts due the Participant under the Plan and shall cause the Company to establish on its books Accounts reflecting the Company’s obligation to pay Participants the amounts due under the Plan.

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7.2 Adjustments to Accounts . From time to time the Committee shall adjust each Participant’s Account to credit (i) amounts which the Participant has elected to defer under Article 5 and (ii) amounts based on the annual interest equivalent factors determined under Article 6. A Participant’s Account shall also be adjusted to reflect benefit payments and withdrawals under Article 8. A Participant’s Account shall continue to be adjusted under this Article 7 until the entire amount credited to the Account has been paid to the Participant or his Beneficiary.

ARTICLE 8. DISTRIBUTION OF BENEFITS

8.1 Following Termination of Employment .

(a) At the time an executive becomes a Participant, or, if later, by December 28, 1998, the Participant shall elect the manner in which his entire Account (other than amounts distributed prior to termination of employment pursuant to the Participant’s election under Section 8.2, 8.3, or 8.4) is to be distributed, from among the following options:

(1) (1) A lump sum

(i) upon termination of employment (including termination due to retirement); or

(ii) at a future date, not before termination of employment, but by age 65 or immediately following termination, whichever is later.

(2) In up to 15 annual installments, commencing:

(i) immediately upon termination of employment; or

(ii) at a future date, not before termination of employment, but by age 65 or immediately following termination, whichever is later.

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Notwithstanding the foregoing, a Participant must be Vested when his employment terminates or he will receive his entire Account in a lump sum at termination. A Participant who has elected to receive payment at a time and in a form described in this Section 8.1(a) may change such election at any time up to 12 months prior to the date of his termination of employment. A changed election made in the 12-month period prior to his termination of employment is not valid and has no effect.

(b) Notwithstanding Section 8.1(a), in the event a Participant is not Vested at the time of termination of employment, or if the value of a Participant’s Account is equal to or less than $10,000 as of the date of termination of employment, or if the Participant has not made an election in accordance with Section 8.1(a), the Participant’s Account shall be fully distributed in a lump sum as soon as practicable following termination of employment.

(c) Notwithstanding anything in this Plan to the contrary, for a Vested Participant who terminates employment before January 1, 2000, an election may be made at any time prior to termination of employment to defer receipt beyond termination of employment or to receive installment payments, but such election is effective only with the written consent of the Committee.

8.2 In-Service Distribution Upon a Specified Date . At the time of a deferral election in accordance with Article 5, a Participant may irrevocably elect to receive payment in a lump sum of a selected amount or percentage of the total amounts deferred pursuant to such election (and interest credited thereto in accordance with Article 6) at a specified date (“Deferral Date”). Such election shall be effective only if the Participant is an employee of the Employer on the Deferral Date.

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8.3 Financial Hardship Distribution . In the event a Participant suffers an unanticipated emergency due to circumstances beyond his control that results in a financial hardship, the Participant may request a distribution of all or any part of his Account. The Committee shall determine whether such a financial hardship exists and what amount, if any, may be distributed. In no event shall the aggregate amount of the distribution exceed either the value of the Participant’s Account or the amount determined by the Committee to be necessary to alleviate the Participant’s financial hardship (such hardship amount may include taxes owed because of such distribution) and that is not reasonably available from other resources of the Participant.

8.4 Withdrawals . Subject to a Withdrawal Penalty (as hereinafter defined), a Participant may elect under this Section 8.4, at any time prior to the time that an amount in his Account would otherwise be paid, to withdraw in a single lump sum payment all or a specified portion of the balance of his or her Account in accordance with procedures established by the Committee. Such withdrawals shall be reduced by a percentage of the total amount requested, which shall be forfeited by the Participant. Such percentage shall be equal to the annual interest equivalent factor that applies to Deferrals made during the calendar year of such withdrawal election, increased by three percentage points (“Withdrawal Penalty”); provided, however, that such Withdrawal Penalty may never be less than 10 percent. No Withdrawal Penalty shall apply to a withdrawal or distribution made in accordance with Section 8.1, 8.2 or 8.3.

8.5 Vesting . A Participant sh