NEW YORK - FleetBoston Financial Corp. was sued Friday by four former U.S. executives of National Westminster Bank PLC who claim the former Fleet Financial Group undervalued stock they held after it bought Natwest's U.S. branch system in 1996.The suit, which seeks class-action status on behalf of about 300 former Natwest officials, claims that units of "phantom stock" awarded by Natwest as incentive pay were valued at $37 each by FleetBoston after the takeover. The shares were actually worth $108.67 under terms of Natwest's incentive plan, the suit alleges.

The suit does not say how much of the stock was held by the officials at the time of the acquisition. Harold Levison, an attorney for the plaintiffs, declined to comment.

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