EXHIBIT 10(ss)

                               THIRD AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         The Employment Agreement by and between FLEET FINANCIAL GROUP, INC.
(now FleetBoston Financial Corporation), a Rhode Island corporation (the
"Company"), and Bradford H. Warner (the "Executive"), dated as of March 14, 1999
amended effective as of March 30, 2000 and April 22, 2002 (the "Agreement"), is
hereby further amended, effective as of October 1, 2002, as set forth below.

Section 5 (a)(i)(A) of the Agreement is hereby restated in its entirety to read
as follows:

(A)    the "Severance Payments" as defined in Section 6.1 of the Prior Agreement
       (including without limitation payment to the Executive on account of the
       items described in paragraph (C) of such Section 6.1), representing the
       amounts and benefits to which the Executive would have been entitled
       under the Prior Agreement, as determined by the Auditor (as defined in
       section 5 (d)) no later than 30 days after the execution of this
       Agreement, plus interest from the Effective Date to the effective date of
       this Third Amendment (the "Initial Interest Term"), at an annual rate
       equal to the "prime" rate as in effect from time to time, compounded
       daily, and interest from the effective date of this Third Amendment to
       the date of payment of such Severance Payments (the "Second Interest
       Term"), at a rate equal to the prior month 1 Year Constant Maturity
       Treasury rate as determined each month by the Federal Reserve, compounded
       daily (subject to the limitation that the average interest rate used
       during the Initial Interest Term and the Second Interest Term shall in no
       event exceed 10%) (the "New Severance Payment"); provided that
       notwithstanding the foregoing, if the Executive's employment is
       terminated other than by the Company without Cause or by the Executive
       for Good Reason prior to the second anniversary of the Effective Date,
       the Executive shall not be entitled to receive the New Severance Payment
       and shall instead be entitled to receive the Severance Payments as
       defined in Section 6.1 of the Prior Agreement without interest thereon
       and, provided, further that the Executive may elect to reduce the
       Severance Payments by the amount described in paragraph (B) of Section
       6.1 of the Prior Agreement and, in lieu thereof, receive for a period of
       three years following the Date of Termination the continuation of the
       benefits described in Section 3 (d)(ii); and

       IN WITNESS WHEREOF, the Executive and the Company have caused this Third
Amendment to the Agreement to be entered into as of the day and year set forth
above.

                                          /s/ BRADFORD H. WARNER
                                          ---------------------------------
                                          Bradford H. Warner

                                          FLEETBOSTON FINANCIAL CORP.

                                      By: /s/ BRADFORD H. WARNER
                                          ---------------------------------
                                   Title: Executive Vice President