[FLEET LOGO] FLEETBOSTON FINANCIAL RULE: 424(b)(3) FILE NO: 333-72912 PRICING SUPPLEMENT NO. 3 DATED NOVEMBER 28, 2001 (TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 27, 2001 AND PROSPECTUS DATED NOVEMBER 21, 2001) FLEETBOSTON FINANCIAL CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES T (THE "SENIOR NOTES") AND SUBORDINATED MEDIUM-TERM NOTES, SERIES U (THE "SUBORDINATED NOTES") DUE 9 MONTHS OR MORE FROM DATE OF ISSUE FLOATING RATE NOTE SERIES T (SENIOR) [X] SERIES U (SUBORDINATED) [ ] Principal Amount: $50,000,000.00 CUSIP Number: 33900QBA1 Price to Public: 100.00% ORIGINAL ISSUE DISCOUNT (OID) NOTE: Yes [ ] [X] No Total Amount of OID: Issue Date: December 3, 2001 Yield to Maturity: Maturity Date: December 3, 2004 Initial Accrual Period OID: Price to Issuer (as % principal): 99.9420% Net Proceeds to Issuer: $49,971,000.00 Specified Currency (if other than U.S. Dollars): Interest Rate Basis: [ ] CMT Rate [ ] Treasury Rate Designated CMT Telerate Page: [ ] Federal Funds Rate Designated CMT Maturity Index: [ ] Prime Rate [ ] Commercial Paper Rate [ ] Other: [X] LIBOR LIBOR SCREEN Telerate (p 3750) [X] Reuters [ ] Other [ ] Index Maturity: 1 Month Spread: plus 24 basis points Spread Multiplier: Maximum Interest Rate: Minimum Interest Rate: Initial Interest Rate: 2.38375% Method of Calculation: Actual/360 [X] Actual/Actual [ ] 30/360 [ ] Interest Determination Dates: [ ] One Business Day Prior to the Interest Reset Date (No Rate Cutoff) [ ] Two Business Days Prior to the Interest Reset Date [X] Two London Business Days Prior to the Interest Reset Date Initial Interest Reset Date: January 3, 2002 Interest Reset Dates: Monthly on each Interest Payment Date Interest Payment Dates: Monthly on the 3rd day of each month commencing on January 3, 2002 and subject to modified following business day convention. Regular Record Dates (if other than the 15th day prior to each Interest Payment Date): Interest Reset Period: Monthly Interest Payment Period: Monthly Calculation Agent (if other than Bank of New York): Redemption: [X] The Notes cannot be redeemed prior to maturity [ ] The Notes can be redeemed prior to maturity Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Repayment: [X] The Notes cannot by repaid prior to maturity [ ] The Notes can be repaid prior to maturity, at the option of the holder of the Note Holder's Optional Repayment Date(s): Index Currency: Place of Payment: Authorized Denomination: (only if non-U.S. Dollar denominated) Agent: Salomon Smith Barney Agent's Capacity: [X] As Principal [ ] As Agent Delivery: DTC # 274 Additional Terms: